Exhibit 4.4


 


HARLEY-DAVIDSON FUNDING
CORP.,


Issuer,


 


HARLEY-DAVIDSON FINANCIAL
SERVICES, INC.


 


AND


 


HARLEY-DAVIDSON CREDIT
CORP.,


Guarantors,


 


TO


 


 


BNY MIDWEST TRUST
COMPANY,

Trustee


 






 


INDENTURE


 


 


Dated as of November 21,
2003


 






 

















 


Reconciliation and
Tie between

Trust Indenture Act of 1939 (the “Trust Indenture Act”)

and Indenture


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture Section

  
	
  Section 310(a)(1)

  	
   

  	
  603

  
	
  (a)(2)

  	
   

  	
  607

  
	
  (b)

  	
   

  	
  608

  
	
  Section 312(a)

  	
   

  	
  701

  
	
  (b)

  	
   

  	
  702

  
	
  (c)

  	
   

  	
  702

  
	
  Section 313(a)

  	
   

  	
  703

  
	
  (b)(2)

  	
   

  	
  703

  
	
  (c)

  	
   

  	
  703

  
	
  (d)

  	
   

  	
  703

  
	
  Section 314(a)

  	
   

  	
  704

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (e)

  	
   

  	
  102

  
	
  (f)

  	
   

  	
  102

  
	
  Section 316(a) (last sentence)

  	
   

  	
  101

  
	
  (a)(1)(A)

  	
   

  	
  502, 512

  
	
  (a)(1)(B)

  	
   

  	
  513

  
	
  (b)

  	
   

  	
  508

  
	
  Section 317(a)(1)

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
  504

  
	
  (b)

  	
   

  	
  1003

  
	
  Section 318(a)

  	
   

  	
  108

  



 






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


 


i

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS AND
  OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 101.

  	
  Definitions

  	
  2

  
	
  SECTION 102.

  	
  Compliance
  Certificates and Opinions

  	
  12

  
	
  SECTION 103.

  	
  Form of
  Documents Delivered to Trustee

  	
  12

  
	
  SECTION 104.

  	
  Acts
  of Holders

  	
  13

  
	
  SECTION 105.

  	
  Notices,
  Etc., to Trustee and Company and Guarantors

  	
  15

  
	
  SECTION 106.

  	
  Notice
  to Holders of Securities; Waiver

  	
  15

  
	
  SECTION 107.

  	
  Language
  of Notice, Etc

  	
  16

  
	
  SECTION 108.

  	
  Trust
  Indenture Act

  	
  16

  
	
  SECTION 109.

  	
  Effect
  of Headings And Table of Contents

  	
  16

  
	
  SECTION 110.

  	
  Successors
  and Assigns

  	
  16

  
	
  SECTION 111.

  	
  Separability
  Clause

  	
  17

  
	
  SECTION 112.

  	
  Benefits
  of Indenture

  	
  17

  
	
  SECTION 113.

  	
  Governing
  Law

  	
  17

  
	
  SECTION 114.

  	
  Legal
  Holidays

  	
  17

  
	
  SECTION 115.

  	
  Corporate
  Obligation

  	
  17

  
	
  SECTION 116.

  	
  Judgment
  Currency

  	
  18

  
	
  SECTION 117.

  	
  Counterparts

  	
  18

  
	
  SECTION 118.

  	
  Waiver
  of Jury Trial

  	
  18

  
	
  SECTION 119.

  	
  Force
  Majeure

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  
	
   

  	
   

  	
   

  
	
  SECURITIES
  FORMS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 201.

  	
  Forms
  Generally

  	
  19

  
	
  SECTION 202.

  	
  Form of
  Trustee’s Certificate of Authentication

  	
  20

  
	
  SECTION 203.

  	
  Securities
  in Global Form

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  
	
   

  	
   

  	
   

  
	
  THE SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 301.

  	
  Amount
  Unlimited: Issuable in Series

  	
  21

  
	
  SECTION 302.

  	
  Denominations

  	
  27

  
	
  SECTION 303.

  	
  Execution;
  Authentication; Delivery and Dating

  	
  28

  
	
  SECTION 304.

  	
  Temporary
  Securities; Exchange of Temporary Securities

  	
  29

  
	
  SECTION 305.

  	
  Registration.
  Registration of Transfer and Exchange

  	
  30

  
	
  SECTION 306.

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities and Coupons

  	
  33

  



 


i

















 


	
  SECTION 307.

  	
  Payment
  of Interest and Certain Additional Amounts; Rights to Interest and Certain
  Additional Amounts Preserved

  	
  34

  
	
  SECTION 308.

  	
  Persons
  Deemed Owners

  	
  35

  
	
  SECTION 309.

  	
  Cancellation

  	
  36

  
	
  SECTION 310.

  	
  Computation
  of Interest

  	
  36

  
	
  SECTION 311.

  	
  Support
  Agreement

  	
  36

  
	
  SECTION 312.

  	
  CUSIP
  Numbers

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
   

  
	
   

  	
   

  	
   

  
	
  SATISFACTION
  AND DISCHARGE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 401.

  	
  Satisfaction
  and Discharge of Indenture

  	
  37

  
	
  SECTION 402.

  	
  Application
  of Trust Money

  	
  38

  
	
  SECTION 403.

  	
  Defeasance
  and Covenant Defeasance

  	
  38

  
	
  SECTION 404.

  	
  Reinstatement

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  	
   

  
	
   

  	
   

  	
   

  
	
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 501.

  	
  Events
  of Default

  	
  43

  
	
  SECTION 502.

  	
  Acceleration
  of Maturity: Rescission and Annulment

  	
  46

  
	
  SECTION 503.

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
  47

  
	
  SECTION 504.

  	
  Trustee
  May File Proofs of Claim

  	
  48

  
	
  SECTION 505.

  	
  Trustee
  May Enforce Claims Without Possession of Securities or Coupons

  	
  48

  
	
  SECTION 506.

  	
  Application
  of Money Collected

  	
  49

  
	
  SECTION 507.

  	
  Limitation
  on Suits

  	
  49

  
	
  SECTION 508.

  	
  Unconditional
  Right of Holders to Receive Principal, Premium, Interest and Additional
  Amounts

  	
  50

  
	
  SECTION 509.

  	
  Restoration
  of Rights and Remedies

  	
  50

  
	
  SECTION 510.

  	
  Rights
  and Remedies Cumulative

  	
  50

  
	
  SECTION 511.

  	
  Delay
  or Omission Not Waiver

  	
  50

  
	
  SECTION 512.

  	
  Control
  by Holders of Securities

  	
  51

  
	
  SECTION 513.

  	
  Waiver
  of Past Defaults

  	
  51

  
	
  SECTION 514.

  	
  Undertaking
  for Costs

  	
  51

  
	
  SECTION 515.

  	
  Waiver
  of Usury, Stay or Extension Laws

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  	
   

  
	
   

  	
   

  	
   

  
	
  THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 601.

  	
  Notice
  of Defaults

  	
  52

  
	
  SECTION 602.

  	
  Certain
  Rights of Trustee

  	
  52

  
	
  SECTION 603.

  	
  Not
  Responsible for Recitals or Issuance of Securities

  	
  54

  
	
  SECTION 604.

  	
  May Hold
  Securities

  	
  55

  



 


ii

















 


	
  SECTION 605.

  	
  Money
  Held in Trust

  	
  55

  
	
  SECTION 606.

  	
  Compensation
  and Reimbursement

  	
  55

  
	
  SECTION 607.

  	
  Corporate
  Trustee Required; Eligibility

  	
  56

  
	
  SECTION 608.

  	
  Disqualification,
  Conflicting Interests

  	
  56

  
	
  SECTION 609.

  	
  Resignation
  and Removal; Appointment of Successor

  	
  56

  
	
  SECTION 610.

  	
  Acceptance
  of Appointment by Successor

  	
  58

  
	
  SECTION 611.

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
  59

  
	
  SECTION 612.

  	
  Preferential
  Collection of Claims Against the Company and the Guarantors

  	
  60

  
	
  SECTION 613.

  	
  Appointment
  of Authenticating Agent

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
   

  
	
   

  	
   

  	
   

  
	
  HOLDERS’ LISTS
  AND REPORTS BY TRUSTEE, COMPANY AND GUARANTORS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 701.

  	
  Company
  to Furnish Trustee Names and Addresses of Holders

  	
  62

  
	
  SECTION 702.

  	
  Preservation
  of Information; Communications to Holders

  	
  62

  
	
  SECTION 703.

  	
  Reports
  by Trustee

  	
  63

  
	
  SECTION 704.

  	
  Reports
  by Company and the Guarantors

  	
  63

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  
	
   

  	
   

  	
   

  
	
  CONSOLIDATION,
  MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 801.

  	
  Company
  May Consolidate, Etc., Only on Certain Terms

  	
  65

  
	
  SECTION 802.

  	
  Successor
  Person Substituted for Company

  	
  66

  
	
  SECTION 803.

  	
  Each
  Guarantor May Consolidate, Etc, Only on Certain Terms

  	
  66

  
	
  SECTION 804.

  	
  Successor
  Person Substituted for a Guarantor

  	
  67

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
   

  
	
   

  	
   

  	
   

  
	
  SUPPLEMENTAL
  INDENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 901.

  	
  Supplemental
  Indentures Without Consent of Holders

  	
  67

  
	
  SECTION 902.

  	
  Supplemental
  Indentures with Consent of Holders

  	
  69

  
	
  SECTION 903.

  	
  Execution
  of Supplemental Indentures

  	
  70

  
	
  SECTION 904.

  	
  Effect
  of Supplemental Indentures

  	
  70

  
	
  SECTION 905.

  	
  Conformity
  with Trust Indenture Act

  	
  70

  
	
  SECTION 906.

  	
  Reference
  in Securities to Supplemental Indentures

  	
  70

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
   

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1001.

  	
  Payment
  of Principal, Premium and Interest

  	
  71

  
	
  SECTION 1002.

  	
  Maintenance
  of Office or Agency

  	
  71

  
	
  SECTION 1003.

  	
  Money
  for Securities Payments to Be Held in Trust

  	
  72

  
	
  SECTION 1004.

  	
  Additional
  Amounts

  	
  74

  



 


iii

















 


	
  SECTION 1005.

  	
  Limitation
  on Liens

  	
  75

  
	
  SECTION 1006.

  	
  Existence

  	
  76

  
	
  SECTION 1007.

  	
  Payment
  of Taxes and Other Claims

  	
  77

  
	
  SECTION 1008.

  	
  Change
  in Nature of Business

  	
  77

  
	
  SECTION 1009.

  	
  Accounting
  Changes

  	
  77

  
	
  SECTION 1010.

  	
  Waiver
  of Certain Covenants

  	
  77

  
	
  SECTION 1011.

  	
  Calculation
  of Original Issue Discount

  	
  77

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
   

  
	
   

  	
   

  	
   

  
	
  REDEMPTION OF
  SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1101.

  	
  Applicability
  of Article

  	
  78

  
	
  SECTION 1102.

  	
  Election
  to Redeem; Notice to Trustee

  	
  78

  
	
  SECTION 1103.

  	
  Selection
  by Trustee of Securities to Be Redeemed

  	
  78

  
	
  SECTION 1104.

  	
  Notice
  of Redemption

  	
  79

  
	
  SECTION 1105.

  	
  Deposit
  of Redemption Price

  	
  80

  
	
  SECTION 1106.

  	
  Securities
  Payable on Redemption Date

  	
  80

  
	
  SECTION 1107.

  	
  Securities
  Redeemed in Part

  	
  81

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  	
   

  
	
   

  	
   

  	
   

  
	
  SINKING FUNDS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1201.

  	
  Applicability
  of Article

  	
  82

  
	
  SECTION 1202.

  	
  Satisfaction
  of Sinking Fund Payments with Securities

  	
  82

  
	
  SECTION 1203.

  	
  Redemption
  of Securities for Sinking Fund

  	
  83

  
	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  	
   

  
	
   

  	
   

  	
   

  
	
  MEETINGS OF
  HOLDERS OF SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1301.

  	
  Purposes
  for Which Meetings May Be Called

  	
  83

  
	
  SECTION 1302.

  	
  Call,
  Notice and Place of Meetings

  	
  83

  
	
  SECTION 1303.

  	
  Persons
  Entitled to Vote at Meetings

  	
  84

  
	
  SECTION 1304.

  	
  Quorum;
  Action

  	
  84

  
	
  SECTION 1305.

  	
  Determination
  of Voting Rights; Conduct and Adjournment of Meetings

  	
  85

  
	
  SECTION 1306.

  	
  Counting
  Votes and Recording Action of Meetings

  	
  86

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOURTEEN

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTEES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1401.

  	
  Guarantees

  	
  86

  
	
  SECTION 1402.

  	
  Operation
  of Guarantees

  	
  88

  
	
  SECTION 1403.

  	
  Release
  of Guarantee

  	
  89

  



 


iv

















 


	
  ARTICLE FIFTEEN

  	
   

  
	
   

  	
   

  	
   

  
	
  SECURITIES IN
  FOREIGN CURRENCIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1501.

  	
  Applicability
  of Article

  	
  89

  
	
   

  	
   

  	
   

  
	
  Exhibit A-1

  	
  Form of 144A Global Note

  	
   

  
	
  Exhibit A-2

  	
  Form of Regulation
  S Temporary Global Note

  	
   

  
	
  Exhibit B

  	
  Form of
  Certificate of Transfer

  	
   

  
	
  Exhibit C

  	
  Form of Certificate
  Of Form Acquiring Institutional Accredited Investor

  	
   

  
	
  Exhibit D

  	
  Form of
  Certificate To Be Given By Person Entitled To Receive Bearer Security

  	
   

  



 


v

















 


THIS INDENTURE, dated as of November 21, 2003
(the “Indenture”) among HARLEY-DAVIDSON FUNDING CORP., a corporation duly
organized and existing under the laws of the State of Nevada (herein called the
“Company”), having its principal office at 4150 Technology Way, Carson City,
Nevada 89706, HARLEY-DAVIDSON FINANCIAL SERVICES, INC., a corporation duly
organized and existing under the laws of the State of Delaware (“HDFS”), having
its principal office at 150 South Wacker Drive, Chicago, Illinois 60606,
HARLEY-DAVIDSON CREDIT CORP., a corporation duly organized and existing under
the laws of the State of Nevada (“HDCC”), having its principal office at 4150
Technology Way, Carson City, Nevada 89706 (HDFS and HDCC are each referred to
as a “Guarantor” and, collectively, the “Guarantors”), and BNY MIDWEST TRUST
COMPANY, an Illinois trust company, as Trustee (herein called the “Trustee”),
the office of the trustee at which at the date hereof its corporate trust
business is principally administered being 2 North LaSalle Street, Suite 1020,
Chicago, Illinois 60602.


 


RECITALS


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
senior unsecured notes, bonds or other evidences of indebtedness (hereinafter
called the “Securities”), unlimited as to principal amount, to be issued in one
or more series and to have such other provisions as in this Indenture provided.


 


The Company has duly authorized the execution and
delivery of this Indenture. All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done.


 


For value received, each Guarantor named herein has
duly authorized the execution and delivery of this Indenture to provide for the
Guarantees of the Securities provided for herein.  All things necessary to make this Indenture a
valid agreement of each such Guarantor, in accordance with its terms, have been
done.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 

















 


ARTICLE ONE


 


DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


SECTION 101.                                                                    Definitions.


 


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


 


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


 


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


 


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


 


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


 


Certain terms, used principally in certain Articles
hereof, are defined in those Articles.


 


“Accountant” means any Person engaged in the practice
of accounting who (except when this Indenture provides that an Accountant must
be Independent) may be employed by or affiliated with the Company or an
Affiliate of the Company.


 


“Act”, when used with respect to any holder of a
Security, has the meaning specified in Section 104.


 


“Additional Amounts” means any additional amounts
which are required hereby or by any Security, under circumstances specified
herein or therein, to be paid by the Company in respect of certain taxes,
duties, assessments or other governmental charges imposed on Holders specified
therein and which are owing to such Holders.


 


“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.


 


2

















 


“Authenticating Agent” means the Trustee or any Person
authorized by the Trustee pursuant to Section 613 to act on behalf of the
Trustee to authenticate Securities of one or more series.


 


“Authorized Newspaper” means a newspaper, in the
English language or in an official language of the country of publication,
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays, and of general circulation in each place in
which publication is required under the terms hereof or under the terms of the
Securities of a particular series or in the financial community of such
place.  Where successive publications are
required to be made in Authorized Newspapers, the successive publications may
be made in the same or in different Authorized Newspapers in the same city
meeting the foregoing requirements and in each case on any day that is a
Business Day in the place of publication.


 


“Bearer Security” means any Security in the form
established pursuant to Section 201 which is payable to bearer including,
without limitation, unless the context otherwise indicates, a Security in
temporary or permanent global bearer form.


 


“Business Day”, when used with respect to any Place of
Payment or any other particular location referred to in this Indenture or in
the Securities, means, unless otherwise specified with respect to any
Securities pursuant to Section 301, any day other than a Saturday, Sunday
or other day on which banking institutions in that Place of Payment, The City
of New York, or other location are authorized or obligated by or pursuant to
law or executive order to close.


 


“Capital Lease Obligation” means an obligation that is
required to be classified and accounted for as a capitalized lease for
financial reporting purposes in accordance with GAAP; and the amount of
Indebtedness represented by such obligation will be the capitalized amount of
such obligation determined in accordance with GAAP; and the stated maturity
thereof will be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a penalty.


 


“Capital Stock” means, with respect to any Person, any
and all shares, interests, participations or other equivalents (however
designated, whether voting or non-voting) in equity of such Person, including,
without limitation, all common stock and preferred stock.


 


“Clearstream, Luxembourg” means Clearstream Banking,
société anonyme, Luxembourg, a corporation organized under the laws of the
Grand Duchy of Luxembourg.


 


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


 


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


 


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


 


3

















 


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


 


“Company Officers’ Certificate” means a certificate
signed by (i) the Chairman of the Board, the President or a Vice President
of the Company, and (ii) the Treasurer, an Assistant Treasurer, the
Controller, an Assistant Controller, the Secretary or an Assistant Secretary of
the Company, and delivered to the Trustee.


 


“Company Order” or “Company Request” means a written
order or request, as the case may be, signed in the name of the Company by its
Chairman of the Board, its President, a Vice President, its Treasurer, an
Assistant Treasurer, its Controller, an Assistant Controller, its Secretary or
an Assistant Secretary, and delivered to the Trustee.


 


“Consolidated” refers to the consolidation of accounts
in accordance with GAAP.


 


“Consolidated Net Tangible Assets” means the
consolidated total assets of HDFS and its subsidiaries taken as one enterprise
as reflected in the HDFS’ most recent consolidated balance sheet preceding the
date of determination prepared in accordance with GAAP consistently applied,
less (a) all current liabilities, excluding current maturities of
long-term debt and Capital Lease Obligations, and (b) all goodwill,
tradenames, trademarks, patents, minority interests of others, unamortized debt
discount and expense and other similar intangible assets, excluding any
investments in permits or licenses.


 


“Conversion Event” means the cessation of use of (i) a
Foreign Currency both by the government of the country or the confederation
which issued such Foreign Currency and for the settlement of transactions by a
central bank or other public institutions of or within the international
banking community, (ii) the Euro both within the EMU and for the
settlement of transactions by public institutions of or within the EMU or (iii) any
currency unit or composite currency other than the Euro for the purposes for
which it was established.


 


“Corporate Trust Office” means the principal office of
the Trustee in Chicago, Illinois, at which, at any particular time, its
corporate trust business shall be principally administered, which office at the
date hereof is that indicated in the introductory paragraph of this Indenture.


 


“Corporation” means a corporation, partnership,
association, limited liability company, other company, business trust or
statutory trust.


 


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


 


“CUSIP number” means the alphanumeric designation
assigned to a Security by Standard & Poor’s Rating Services, a
division of The McGraw-Hill Companies, Inc., CUSIP Service Bureau.


 


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


 


4

















 


“Depository” means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as depository by the Company in or pursuant to this Indenture, and,
unless otherwise provided with respect to any Security, any successor to such
Person.  If at any time there is more
than one such Person, “Depository” shall mean, with respect to any Securities,
the depository which has been appointed with respect to such Securities.


 


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


 


“EC Treaty” means the Treaty establishing the European
Communities (signed in Rome on 25 March 1957), as amended by the Treaty on
European Union, as amended (signed in Maastricht on 7 February 1992).


 


“EMU” means European Economic and Monetary Union.


 


“Euro” means the lawful currency of the member states
of the European Union that adopt the single currency in accordance with the EC
Treaty.


 


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


 


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


 


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


 


“Foreign Currency” means any currency, currency unit
or composite currency issued by the government of one or more countries other
than the United States of America or by any recognized confederation or association
of such government.


 


“Government Obligations” means securities which are (i) direct
obligations of the United States or the other government or governments in the
confederation which issued the Foreign Currency in which the principal of or
any premium or interest on such Security or any Additional Amounts in respect
thereof shall be payable, in each case where the payment or payments thereunder
are supported by the full faith and credit of such government or governments or
(ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States or such other government or
governments, in each case where the timely payment or payments thereunder are
unconditionally guaranteed as a full faith and credit obligation by the United
States or such other government or governments, and which, in the case of (i) or
(ii), are not callable or redeemable at the option of the issuer or issuers
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of or other amount with respect to
any such Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to
the holder of such depository receipt from any amount received by the custodian
in respect of the Government Obligation or the specific payment of interest on
or principal of or other amount with respect to the Government Obligation
evidenced by such depository receipt.


 


5

















 


“Guarantee” or “Guarantees” means the unconditional
and irrevocable guarantee of the payment of the principal of or any premium or
interest on, or any Additional Amounts with respect to, the Securities by each
Guarantor, as more fully set forth in Article Fourteen.


 


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


 


“Guarantor’s Board of Directors” means, with respect
to any Guarantor, the board of directors of such Guarantor or any committee of
that board duly authorized to act generally or in any particular respect for
such Guarantor hereunder.


 


“Guarantor’s Board Resolution” means, with respect to
any Guarantor, a copy of one or more resolutions, certified by the Secretary or
an Assistant Secretary of such Guarantor to have been duly adopted by such
Guarantor’s Board of Directors and to be in full force and effect on the date
of such certification, is delivered to the Trustee.


 


“Guarantor’s Officers’ Certificate” means, with
respect to any Guarantor, a certificate signed by the Chairman, the Chief
Executive Officer, the President or a Vice President and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of such
Guarantor, that complies with the requirements of Section 314(e) of
the Trust Indenture Act and is delivered to the Trustee.


 


“Guarantor Request” and “Guarantor Order” mean,
respectively, a written request or order signed in the name of a Guarantor by
the Chairman, the Chief Executive Officer, the President or a Vice President,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, any such Guarantor, and delivered to the Trustee.


 


“HDI” means Harley-Davidson, Inc., a corporation
duly organized and existing under the laws of the State of Wisconsin, having
its principal office at 3700 West Juneau Avenue, Milwaukee, Wisconsin 53208.


 


“Holder”, in the case of a Registered Security, means
the Person in whose name the Security is registered in the Security Register
and, in the case of a Bearer Security, means the bearer thereof and, in the
case of any Coupon, means the bearer thereof.


 


“Indebtedness” means, with respect to any Person,
(without duplication) (a) any liability of such Person (1) for
borrowed money, or under any reimbursement obligation relating to a letter of
credit, or (2) evidenced by a bond, note, debenture or similar instrument
(including a purchase money obligation arising in connection with the
acquisition of any businesses, properties or assets of any kind) if and to the
extent any of the foregoing would appear as a liability upon a balance sheet of
such Person prepared in accordance with GAAP (other than a trade payable or a
current liability arising in the ordinary course of business), or (3) for
the payment of money relating to any Capital Lease Obligations; (b) any
liability of others described in the preceding clause (a) that the Person
has guaranteed or that is otherwise its legal liability; (c) any
amendment, supplement, modification, deferral, renewal, extension or refunding
of any liability of the types referred to in clauses (a) and (b) above;
and (d) in the case of any


 


6

















 


Subsidiary, the aggregate preference in respect of amounts payable on
the issued and outstanding shares of preferred stock of such Subsidiary in the
event of any voluntary or involuntary liquidation, dissolution or winding up
(excluding any such preference attributable to such shares of preferred stock
that are owned by the Guarantors or any Subsidiary thereof).


 


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


 


“Independent”, when used with respect to any specified
Person, means such a Person who is in fact independent of the Company and
either Guarantor and any other obligor upon the Securities, does not have any
direct financial interest or any material indirect financial interest in the
Company, in any Guarantor or in any such other obligor or in an Affiliate of
the Company and either Guarantor or such other obligor and is not connected
with the Company, either Guarantor or any such other obligor as an officer,
employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions. Whenever it is herein provided that an opinion or
certificate of any Independent Person shall be furnished to the Trustee, such
Person shall be appointed by Company Order and approved by the Trustee in the
exercise of reasonable care and such opinion or certificate shall state that
the signer has read this definition and that the signer is Independent within
the meaning thereof.


 


“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.


 


“Judgment Currency” has the meaning specified in Section 116.


 


“Lien” means any mortgage, pledge, lien, security
interest, charge or other encumbrance or preferential arrangement (including
any conditional sale or other title retention agreement or lease in the nature
thereof other than a title retention agreement in connection with the purchase
of goods in the ordinary course of business which is outstanding for not more
than 90 days).


 


“Maturity”, 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,


 


7

















 


whether at the Stated Maturity, by declaration of acceleration, upon
any redemption or otherwise and includes the Redemption Date.


 


“New York Banking Day” has the meaning specified in Section 116.


 


“Opinion of Counsel” means a written opinion of
counsel, who may be counsel for or an employee of the Company or a Guarantor or
other counsel who shall be reasonably acceptable to the Trustee and, where
applicable, the Company and the Guarantors and, that, if required by the Trust
Indenture Act, complies with the requirements of Section 314(e) of the
Trust Indenture Act.


 


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


 


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


 


(i)                                     any
such Security theretofore cancelled by the Security Registrar or the Trustee or
delivered to the Security Registrar or the Trustee for cancellation;


 


(ii)                                  any
such Security for whose payment at the Maturity thereof or redemption money in
the necessary amount has been theretofore deposited pursuant hereto (other than
pursuant to Section 403) with the Trustee or any Paying Agent (other than
the Company or any Guarantor) in trust or set aside and segregated in trust by
the Company or Guarantor (if the Company or any Guarantor shall act as Paying
Agent) for the Holders of such Securities and any Coupons appertaining thereto;
provided, that if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;


 


(iii)                               any such Security with
respect to which the Company has effected defeasance or covenant defeasance
pursuant to Section 403, except to the extent provided in Section 403;
and


 


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


 


provided, however, that in determining whether the
Holders of the requisite principal amount of Outstanding Securities have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder are present at a meeting of Holders of Securities for quorum
purposes, (a) the principal amount of an Original Issue Discount Security
that may be counted in making such determination and that shall be deemed to be
Outstanding for such purposes shall be the principal amount thereof that,
pursuant to the terms of such Original Issue Discount Security, would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof


 


8

















 


pursuant to Section 502, (b) the principal
amount of a Security denominated in a Foreign Currency shall be the U.S. dollar
equivalent, determined on the date of original issuance of such Security by the
Company in good faith, of the principal amount (or, in the case of an Original
Issue Discount Security, the U.S. dollar equivalent, determined on the date of
original issuance of such Security, of the amount determined as provided in (a) above),
of such Security, and (c) Securities owned by the Company, any Guarantor
or any other obligor upon the Securities or any Affiliate of the Company, any
Guarantor or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver or upon any such determination as to the presence of a
quorum, 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, any
Guarantor or any other obligor upon the Securities or any Affiliate of the
Company, any Guarantor or such other obligor.


 


“Paying Agent” means any Person, including the
Company, authorized by the Company to pay the principal of, premium, if any, or
interest on, or any Additional Amounts with respect to, any Security on behalf
of the Company.


 


“Person” means any individual, corporation,
partnership, association, joint venture, 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 Corporate Trust Office of the Trustee or
such place or places specified in a supplemental indenture where, subject to
the provisions of Section 1002, the principal of, premium, if any,
interest on or any Additional Amounts with respect to the Securities of that
series are payable as provided in or pursuant to this Indenture or such Securities.


 


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


 


“Property” means any asset, revenue or any other
property, whether tangible or intangible, real or personal, including, without
limitation, any right to receive income.


 


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


 


9

















 


“Redemption Price”, when used with respect to any
Security or portion thereof 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 established
pursuant to Section 201 which is registered in the Security Register.


 


“Regular Record Date” for the interest payable on any
Registered Security on any Interest Payment Date therefor means the date, if
any, specified in or pursuant to this Indenture or such Security as the record
date for the payment of such interest.


 


“Required Currency” has the meaning specified in Section 116.


 


“Responsible Officer”, when used with respect to the
Trustee, means any officer within the corporate trust department (or any
successor group of the Trustee), including any vice president, any assistant
vice president, any assistant secretary, any trust officer or assistant 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.


 


“Security” or “Securities” has the meaning stated in
the first recital of this Indenture and more particularly means any note or
notes, bond or bonds or any other evidences of indebtedness, as the case may
be, authenticated and delivered from time to time under this Indenture;
provided, however, that, if at any time there is more than one Person acting as
Trustee under this Indenture, “Securities”, with respect to any such Person,
shall mean Securities authenticated and delivered under this Indenture, exclusive,
however, of Securities of any series as to which such Person is not Trustee.


 


“Securities Act” means the Securities Act of 1933, as
amended.


 


“Security Register” has the meaning specified in Section 305.


 


“Security Registrar” means the Person appointed by the
Company to register Registered Securities and transfers of Registered
Securities as provided in Section 305.


 


“Special Record Date” for the payment of any Defaulted
Interest on the Registered Securities of any series means the date determined
pursuant to Section 307.


 


“Stated Maturity”, when used with respect to any
Security or any installment of principal thereof or interest thereon or any
Additional Amounts with respect thereto, means the date established by or
pursuant to this Indenture or specified in such Security or a Coupon
representing such installment of interest as the fixed date on which the
principal of such Security or such installment of principal or interest is, or
such Additional Amounts with respect thereto are, due and payable.


 


“Subsidiary” means (i) any Corporation more than
50% of the outstanding securities having ordinary voting power of which shall
at the time be owned or controlled, directly or


 


10

















 


indirectly, by such Person or by one or more of its Subsidiaries or by
such Person and one or more of its Subsidiaries, or (ii) any association,
joint venture or similar business organization more than 50% of the ownership
interests having ordinary voting power of which shall at the time be so owned
or controlled.


 


“Support Agreement” means the agreement dated September 26,
1996 (and all amendments and supplements thereto), by and between HDFS and HDI,
whereby, under certain circumstances, HDI agrees to provide HDFS certain
financial support.


 


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


 


“Trust Indenture Act” means the Trust Indenture Act of
1939, as amended, and any reference herein to the Trust Indenture Act or a
particular provision thereof shall mean such Act or provision, as the case may
be, as amended or replaced from time to time or as supplemented from time to
time by rule or regulations adopted by the Commission under or in
furtherance of the purposes of such Act or provision, as the case may be.


 


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


 


“United States Alien” means any Person who, for United
States Federal income tax purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien fiduciary of a foreign estate or trust,
or a foreign partnership one or more of the members of which is, for United
States Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.


 


“U.S. Depositary” means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depositary by the Company pursuant to Section 301,
which must be a clearing agency registered under the Exchange Act, and, if so
provided pursuant to Section 301 with respect to any Security, any
successor to such Person.  If at any time
there is more than one such Person, “U.S. Depositary” shall mean, with respect
to any Securities, the qualifying entity which has been appointed with respect
to such Securities.


 


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


 


“Voting Stock” means, with respect to any Person,
Capital Stock of any class or kind the holders of which are ordinarily, in the
absence of contingencies, entitled to vote for the election of directors (or
persons performing similar functions) of such Person, even if the right so to
vote has been suspended by the happening of such a contingency.


 


11

















 


SECTION 102.                                                                    Compliance
Certificates and Opinions.


 


Except as otherwise expressly provided in or pursuant
to this Indenture, upon any application or request by the Company or any
Guarantors (i) to the Trustee to take any action under any provision of
this Indenture or (ii) to any Authenticating Agent to authenticate
Securities of any series upon original issuance, the Company or such Guarantor,
as the case may be, shall furnish to the Trustee or such Authenticating Agent
(with a copy to the Trustee) a Company Officers’ Certificate or a Guarantor’s
Officers’ Certificate, as the case may be, stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, and, in the case of conditions precedent compliance with which
is subject to verification by Accountants, engineers, appraisers or other
experts, a certificate or opinion of an Accountant, engineer, appraiser or
other expert (which Accountant, engineer, appraiser or other expert shall be
Independent if required by the Trust Indenture Act), except that in the case of
any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.


 


Every certificate or opinion with respect to
compliance by the Company or any Guarantor with a condition or covenant
provided for in or pursuant to this Indenture shall include:


 


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


 


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


 


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


 


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


 


SECTION 103.                                                                    Form of
Documents Delivered to Trustee.


 


In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion 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 or any Guarantor may be based, insofar as it relates to legal matters,
upon an Opinion of Counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the opinion with respect to the matters upon
which his certificate or opinion is based are erroneous. Any such Opinion of
Counsel may be


 


12

















 


based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company or any
Guarantor stating that the information with respect to such factual matters is
in the possession of the Company or such Guarantor, as the case may be, 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. Any Opinion of Counsel may be based on the written opinion of other
counsel, in which event such Opinion of Counsel shall be accompanied by a copy
of such other counsel’s opinion and shall include a statement to the effect
that such counsel believes that such counsel and the Trustee may reasonably
rely upon the opinion of such other counsel.


 


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


 


SECTION 104.                                                                    Acts
of Holders.


 


(a)                                  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by or pursuant to this Indenture to be made, given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
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 in or pursuant to this Indenture to be made,
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 Thirteen, or a combination of
such instruments and any such record. 
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered
to the Trustee and, where it is hereby expressly required, to the Company and
the Guarantors. Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments and so
voting at any such meeting. Proof of execution of any such instrument or of a
writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee
or the Company and the Guarantors and any agent of the Trustee or the Company
and the Guarantors, 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 1306.


 


Without
limiting the generality of this Section 104, unless otherwise provided in
or pursuant to this Indenture, a Holder, including a Depository that is a
Holder of a global Security, may make, give or take, by a proxy, or proxies,
duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in or pursuant to this
Indenture to be made, given or taken by Holders, and a Depository that is a
Holder of a global Security may provide its proxy or proxies to the beneficial
owners of interests in any such global Security through such Depository’s
standing instructions and customary practices.


 


13

















 


(b)                                 The
fact and date of the execution by any Person of any such instrument or writing
may be proved in any reasonable manner which the Trustee deems sufficient and
in accordance with such reasonable rules as the Trustee may determine; and
the Trustee may in any instance require further proof with respect to any of
the matters referred to in this Section.


 


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


 


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


 


(e)                                  If
the Company or any Guarantor shall solicit from the Holders of any Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company or such Guarantor, as the case may be, may at
its option (but is not obligated to), by Company Board Resolution or Guarantor’s
Board Resolution, as the case may be, fix in advance a record date, which shall
be not more than 60 days prior to the first solicitation of such Holders, for
the determination of Holders of Registered Securities entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
Act, but the Company shall have no obligation to do so. If such a record date
is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of Registered Securities of record at the close of business on such
record date shall be deemed to be Holders for the purpose 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.


 


14

















 


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


 


SECTION 105.                                                                    Notices,
Etc., to Trustee and Company and Guarantors.


 


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


 


(1)                                  the
Trustee by any Holder, any Guarantor or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing (which
may include a facsimile transmission) to or with the Trustee at its Corporate
Trust Office, or


 


(2)                                  the
Company or any Guarantor by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, or delivered by facsimile
transmission to the Company or such Guarantor, as the case may be, addressed to
it to the attention of its Treasurer at the address of its principal office
specified in the first paragraph of this Indenture, or at any other address
previously furnished in writing to the Trustee by the Company or the Guarantor,
as the case may be.


 


SECTION 106.                                                                    Notice
to Holders of Securities; Waiver.


 


Except as otherwise expressly provided in or pursuant
to this Indenture, where this Indenture provides for notice to Holders of
Securities of any event,


 


(1)                                  such
notice shall be sufficiently given to Holders of Registered Securities if in
writing and mailed, first-class postage prepaid, to each Holder of a Registered
Security affected by such event, at the address of such Holder as it appears in
the Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice; and


 


(2)                                  such
notice shall be sufficiently given to Holders of Bearer Securities if published
on a Business Day in an Authorized Newspaper in The City of New York and in
such other city or cities as may be specified in such Securities, at least
twice, each such publication to be not earlier than the earliest date, and not
later than the latest date, prescribed for the giving of such notice.


 


In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice to Holders of Registered Securities by mail, then such notification as
shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. In any case where notice to Holders
of


 


15

















 


Registered Securities is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder
of a Registered Security, shall affect the sufficiency of such notice with
respect to other Holders of Registered Securities or the sufficiency of any
notice to Holders of Bearer Securities given as provided herein.  Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given or
provided.


 


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 shall be given with the approval of the Trustee shall constitute
sufficient notice to such Holders for every purpose hereunder. Neither the
failure to give notice by publication to Holders of Bearer Securities as
provided above, nor any defect in any notice so published, shall affect the
sufficiency of any notice mailed 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.


 


SECTION 107.                                                                    Language
of Notice, Etc.


 


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


 


SECTION 108.                                                                    Trust
Indenture Act.


 


The parties hereto agree that this Indenture shall be
subject to the provisions of the Trust Indenture Act that are required to be
part of an Indenture to be qualified under the Trust Indenture Act, and that
all provisions which the Trust Indenture Act provides as automatically deemed
to be included in an indenture to be qualified thereunder shall be included
herein.  In the event of any conflict
between the provisions hereof and any required provision of the Trust Indenture
Act, such required provision of the Trust Indenture Act shall control.


 


SECTION 109.                                                                    Effect
of Headings And Table of Contents.


 


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


 


SECTION 110.                                                                    Successors
and Assigns.


 


All covenants and agreements in this Indenture by the
Company and the Guarantors shall bind their respective successors and assigns,
whether so expressed or not.


 


16

















 


SECTION 111.                                                                    Separability
Clause.


 


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


 


SECTION 112.                                                                    Benefits
of Indenture.


 


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


 


SECTION 113.                                                                    Governing
Law.


 


Pursuant to New York General Obligations Law 5-1401,
this Indenture and the Securities and Coupons shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in
such state.


 


SECTION 114.                                                                    Legal
Holidays.


 


Except as specified pursuant to Section 301, 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, or where any
date on which notice is required to be mailed or published shall not be a
Business Day at the Corporate Trust Office, then (notwithstanding any other
provision of this Indenture or of the Securities or Coupons other than a
provision in the Securities of any series which specifically states that such
provision shall apply in lieu of this Section) payment of interest or
principal, or premium, if any, or mailing or publication of such notice need
not be made at such Place of Payment or at such Corporate Trust Office on such
date, but such payment may be made, mailed or published on the next succeeding
Business Day at such Place of Payment or at such Corporate Trust Office with
the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity, or other required date for the mailing or
publication of such notice, as the case may be, and in the case of payment to
be made on any such Security, no interest shall accrue or be payable as a
result of the making of such payment after any such nominal date, provided such
payment is made in full on such next succeeding Business Day.


 


SECTION 115.                                                                    Corporate
Obligation.


 


No recourse may be taken, directly or indirectly,
against any incorporator, subscriber to the capital stock, stockholder,
officer, director or employee of the Company, any Guarantor or the Trustee or
of any predecessor or successor of the Company, any Guarantor or the Trustee
with respect to, under or upon any obligation, covenant or agreement contained
in this Indenture, in any Security, or because of indebtedness evidenced
thereby.


 


17

















 


SECTION 116.                                                                    Judgment
Currency


 


Each of the Company and the Guarantors agrees, to the
fullest extent that it may effectively do so under applicable law, that (a) if
for the purpose of obtaining judgment in any court it is necessary to convert
the sum due in respect of the principal of, or premium or interest, if any, or
Additional Amounts on the Securities of any series (the “Required Currency”)
into a currency in which a judgment will be rendered (the “Judgment Currency”),
the rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding that on which a final unappealable judgment is given and (b) its
obligations under this Indenture to make payments in the Required Currency (i) shall
not be discharged or satisfied by any tender, or any recovery pursuant to any
judgment (whether or not entered in accordance with clause (a)), in any
currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt, by the payee, of the
full amount of the Required Currency expressed to be payable in respect of such
payments, (ii) shall be enforceable as an alternative or additional cause
of action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable and (iii) shall not be
affected by judgment being obtained for any other sum due under this
Indenture.  For purposes of the
foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or obligated by law, regulation or
executive order to be closed.  The
provisions of this Section 116 shall not be applicable with respect to any
payment due on a Security which is payable in Dollars.


 


SECTION 117.                                                                    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.


 


SECTION 118.                                                                    Waiver
of Jury Trial.


 


EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THE INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED
HEREBY.


 


SECTION 119.                                                                    Force
Majeure.


 


In no event shall the Trustee be responsible or liable
for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes
or act of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are


 


18

















 


consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.


 


ARTICLE TWO


 


SECURITIES FORMS


 


SECTION 201.                                                                    Forms
Generally.


 


The Registered Securities, if any, of each series and
the Bearer Securities, if any, of each series and related Coupons shall be in
such form (including temporary or permanent global form as attached hereto as Exhibit A-1
and Exhibit A-2) as set forth in a Company Officer’s Certificate, the
officers executing such Company Officer’s Certificate to be duly authorized
pursuant to a Company 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 or pursuant
to this Indenture or any indenture supplemental hereto, 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 any applicable law, rule regulation
or with the rules of any securities exchange or as may, consistently
herewith, be determined by the officers of the Company executing such
Securities or Coupons, as evidenced by their execution of the Securities or
Coupons.


 


Unless otherwise provided in or pursuant to this
Indenture or any Securities, the Securities shall be issuable in registered
form without Coupons.  Unless otherwise
specified as contemplated by Section 301, Bearer Securities other than
Bearer Securities in global form shall have interest Coupons attached.


 


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


 


If Article Fourteen is to be applicable to
Securities of any series, established as contemplated by Section 301, then
Securities of each such series shall bear Guarantees in substantially the form
set forth in Section 1401.  For any
other series of Securities, the Guarantees shall be endorsed on the Securities
and shall be substantially in the form set forth in a Guarantor’s Officers’
Certificate of each Guarantor, the officers executing such Guarantor’s Officers’
Certificate to be duly authorized pursuant to Guarantors’ Board Resolutions, or
one or more indentures supplemental hereto. 
If the form of the Guarantees to be endorsed on the Securities of any
series is established by action taken pursuant to the Guarantors’ Board
Resolutions, a copy of such Guarantors’ Board Resolutions certified by the
Secretary or Assistant Secretary of each of the Guarantors shall be delivered
to the Trustee at or prior to the delivery by the Company of the written order
contemplated by Section 303 hereof for the authentication and delivery of
such Securities.  Notwithstanding the
foregoing, the Guarantees to be endorsed on the Securities of any series may
have such appropriate insertions, omissions, substitutions and other
corrections from the forms thereof referred to above as are required or
permitted by this Indenture and may have such letters, numbers or other marks
of identification


 


19

















 


and such legends or endorsements placed thereon as may be required to
comply with any applicable law, rule or regulation or with the rules of
any securities exchange or as may, consistently herewith, be determined by the
officers executing the same, in each case as evidenced by such execution.


 


SECTION 202.                                                                    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
therein referred to in the within-mentioned Indenture.


 


	
   

  	
  BNY MIDWEST TRUST COMPANY,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


SECTION 203.                                                                    Securities
in Global Form.


 


Unless otherwise provided in or pursuant to this
Indenture or any Securities, the Securities shall be issuable in temporary or
permanent global form. If Securities of a series are issuable in global form,
then any such Security may provide that it or any number of such Securities
shall represent such of the Outstanding Securities of such series from time to
time endorsed thereon and that the aggregate amount of Outstanding Securities
of such series (or such lesser amount as is permitted by the terms thereof)
represented thereby may from time to time be increased or 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 Security Registrar in such manner and
upon instructions given by such Person or Persons as shall be specified in such
Security or in a Company Order delivered to the Security Registrar with such
Security. Subject to the provisions of Section 303 and, if applicable, Section 304,
the Trustee or an Authenticating Agent shall deliver and redeliver, in each
case at the Company’s expense, any Security in permanent global form in the
manner and upon instructions given by the Person or Persons specified in such
Security or in a Company Order delivered pursuant to Section 303 or Section 304,
as applicable. If a Company Order pursuant to Section 303 or Section 304
has been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel. 
Notwithstanding the foregoing provisions of this paragraph, in the event
a global Security is exchangeable for definitive Securities as provided in Section 305,
then, unless otherwise provided in or pursuant to this Indenture with respect
to the Securities of such series, the Trustee or an Authenticating Agent shall
deliver and redeliver such global Security to the extent necessary to effect
such exchanges, shall endorse such global Security to reflect any decrease in
the principal amount thereto resulting from such exchanges and shall take such
other actions, all as contemplated by Section 305.


 


20

















 


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


 


Notwithstanding the provisions of Section 307,
unless otherwise specified as contemplated by Section 301, payment of
principal of, premium, if any, and interest on and Additional Amounts in
respect of any Security in permanent global form shall be made to the Holder
thereof.


 


Notwithstanding the provisions of Section 308 and
except as provided in the preceding paragraph, the Company, the Guarantors, the
Trustee and any agent of the Company, the Guarantors or of the Trustee shall
treat a Person as the Holder of such principal amount of Outstanding Securities
represented by a global Security (i) in the case of a permanent global
Security in registered form, the Holder of such permanent global Security in
registered form, or (ii) in the case of a permanent global Security in
Bearer form, the Person or Persons specified pursuant to Section 301.


 


ARTICLE THREE


 


THE SECURITIES


 


SECTION 301.                                                                    Amount
Unlimited: Issuable in Series.


 


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


 


The Securities may be issued in one or more
series.  With respect to Securities to be
authenticated and delivered hereunder, there shall be established in or
pursuant to one or more Company Board Resolutions, and set forth in a Company
Officers’ Certificate, or established in one or more indentures supplemental
hereto:


 


(1)                                  the
title of the Securities of the series in which such Securities shall be included;


 


(2)                                  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 304,
305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303,
are deemed never to have been authenticated and delivered hereunder), and if
such series may be reopened from time to time for the issuance of additional
Securities of such series or to establish additional terms of such series;


 


21

















 


(3)                                  whether
Securities of the series are to be issuable as Registered Securities, Bearer
Securities or both, whether Securities of the series are to be issuable with or
without Coupons or both, and any restrictions applicable to the offer, sale or
delivery of the Bearer Securities and the terms, if any, upon which Bearer
Securities may be exchanged for Registered Securities;


 


(4)                                  if
any of such Securities are to be issuable in global form, when any of such
Securities are to be issuable in global form and (i) whether such
Securities are to be issued in temporary or permanent global form or both, (ii) whether
beneficial owners of interests in any such global Security may exchange such
interests for Securities of the same series and of like tenor and of any
authorized form and denomination, and the circumstances under which any such exchanges
may occur, if other than in the manner specified in Section 305, (iii) the
name of the Depository with respect to any such global Security and (iv) if
applicable and in addition to the Persons specified in Section 305, the
Person or Persons who shall be entitled to make any endorsements on any such
global Security and to give the instructions and take the other actions with
respect to such global Security contemplated by the first paragraph of Section 203;


 


(5)                                  if
any of such Securities are to be issuable as Bearer Securities, the date as of
which any such Bearer Security shall be dated (if other than the date of
original issuance of the first of such Securities to be issued);


 


(6)                                  if
any of such Securities are to be issuable as Bearer Securities, whether
interest in respect of any portion of a temporary Bearer Security in global
form payable in respect of an Interest Payment Date therefor prior to the
exchange, if any, of such temporary Bearer Security for definitive Securities
shall be paid to any clearing organization with respect to the portion of such
temporary Bearer Security held for its account and, in such event, the terms
and conditions (including any certification requirements) upon which any such
interest payment received by a clearing organization will be credited to the
Persons entitled to interest payable on such Interest Payment Date;


 


(7)                                  (i) 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, (ii) 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 (iii) the extent to which, or the
manner in which, any interest payable on a temporary global Security on an
Interest Payment Date will be paid if other than in the manner provided in Section 304;


 


(8)                                  the
date or dates, or the method or methods, if any, by which such date or dates
shall be determined on which the principal, and premium, if any, of the
Securities of the series is payable;


 


(9)                                  the
rate or rates at which the Securities of the series shall bear interest, if
any, or the method or methods, if any, pursuant to which such rate or rates
shall be


 


22

















 


determined, the date or
dates from which any such interest shall accrue or the method or methods, if
any, by which such date or dates are to be determined, the Interest Payment
Dates on which any such interest shall be payable, the Regular Record Date, if
any, for any interest payable on any Registered Securities on any Interest
Payment Date, whether and under what circumstances Additional Amounts on such
Securities or any of them shall be payable, and the basis upon which interest
shall be calculated, if other than that of a 360-day year of twelve 30-day months;


 


(10)                            the
place or places where, subject to the provisions of Section 1002, the
principal of, premium, if any, and interest (including Additional Amounts, if
any) on Securities of the series shall be payable, any Registered Securities of
the series may be surrendered for registration of transfer, Securities of the
series may be surrendered for exchange, notices and demands to or upon the
Company in respect of the Securities of the series and this Indenture may be
served and where notice to Holders pursuant to Section 106 will be
published;


 


(11)                            whether
the Securities of a series or any of them are to be redeemable at the option of
the Company and, if so, the date or dates on which, the period or periods
within which, the price or prices at which and the terms and conditions upon
which Securities of the series may be redeemed, in whole or in part, at the
option of the Company;


 


(12)                            whether
the Company is obligated 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 date or dates on which, 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 and any provision for the remarketing of the
Securities of the series so redeemed or purchased;


 


(13)                            the
denominations in which any Registered Securities of the series shall be
issuable, if other than the denominations provided in Section 302, and the
denomination or denominations in which any Bearer Securities of the series
shall be issuable, if other than the denominations provided in Section 302;


 


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


 


(15)                            if
other than such coin or currency of the United States is at the time of payment
legal tender for payment of public or private debts, the coin or currency,
composite currencies or currency unit or units in which payment of the
principal of, premium, if any, or interest, if any, on or any Additional
Amounts in respect of the Securities of the series or any of them shall be
payable;


 


(16)                            if the
principal of, premium, if any or interest on or any Additional Amounts with
respect to the Securities of the series are to be payable, at the election of


 


23

















 


the Company or a Holder
thereof, in a coin or currency, composite currencies or currency unit or units
other than that in which the Securities are stated to be payable, the currency
in which payment of the principal of, premium, if any, and interest on and any
Additional Amounts with respect to the Securities of such series as to which
such election is made shall be payable, and the periods within which and the
terms and conditions upon which such election is to be made;


 


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


 


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


 


(19)                            if the
Securities of the series are to be issuable in definitive form (whether upon
original issue or upon exchange of a temporary Security of such series) only
upon receipt of certain certificates or other documents or satisfaction of
other conditions, then the form and terms of such certificates, documents or
conditions;


 


(20)                            with
respect to any Securities that may be issued in a private offering, the
restrictions on transfer and legends relating to such Securities of the series
and whether Securities of the series are entitled to registration or exchange
rights;


 


(21)                            if
there is more than one Trustee, the identity of the Trustee and, if not the Trustee,
the identity of each Security Registrar, Paying Agent and/or Authenticating
Agent with respect to the Securities of the series;


 


(22)                            whether
any of the Securities of a series shall be issued as Original Issue Discount
Securities;


 


(23)                            whether
a credit facility or other form of credit support will apply to Securities of
such series, which may be different from any credit facility for any other
series;


 


(24)                            whether
Section 403 relating to defeasance shall not be applicable to the
Securities of such series, or any covenants in addition to those specified in Section 403
relating to the Securities of such series which shall be subject to covenant of
defeasance, and any deletions from, or modifications or additions to, the
provisions of Article Four in respect of the Securities of such series;


 


24

















 


(25)                            whether
any of such Securities are to be issuable upon the exercise of warrants, and
the time, manner and place for such Securities to be authenticated and delivered;
and


 


(26)                            any
other terms of the Securities of the series or any of them (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 and the rate or rates of interest, if any,
and Stated Maturity, the date from which interest, if any, shall accrue and
except as may otherwise be provided by the Company in or pursuant to one or
more Company Board Resolutions and set forth in such Company Officers’
Certificate or in any indenture or indentures supplemental hereto pertaining to
such series of Securities.  The terms of
the Securities of any series may provide, without limitation, that the
Securities shall be authenticated and delivered by the Trustee or an
Authenticating Agent on original issue from time to time upon written order of
persons designated in the Company Officers’ Certificate or supplemental
indenture and that such persons are authorized to determine, consistent with
such Company Officers’ Certificate or any applicable supplemental indenture,
such terms and conditions of the Securities of such series as are specified in
such Company Officers’ Certificate or supplemental indenture.  All Securities of any one series need not be
issued at the same time and, unless otherwise so provided by the Company, a
series may be reopened for issuances of additional Securities of such series or
to establish additional terms of such series of Securities.


 


If any of the terms of the series are established by
action taken pursuant to a Company Board Resolution, a copy of an appropriate
record of such action (including but not limited to such Company Board
Resolution) shall be certified by the Secretary or an Assistant Secretary of
the Company or certified by Company Order and delivered to the Trustee at or
prior to the delivery of the Company Officers’ Certificate or Company Order
setting forth the terms of the series.


 


The Trustee shall be entitled to receive the following
only at or before the issuance of the first Security of each series issued
under this Indenture:


 


(b)                                 Opinion(s)
of Counsel.  Opinion(s) of Counsel (such
counsel being entitled to rely upon certificates, opinions or representations
as to matters of fact to the extent permitted by Section 103 and, as to
matters involving the laws of any state other than the state in which such
counsel is admitted to practice, upon an Opinion of Counsel who shall be
satisfactory to the Trustee) complying with the requirement of Section 102,
if applicable, containing such qualifications and assumptions as may be
appropriate in the circumstances, and addressed to the Trustee substantially to
the effect that:


 


(i)                                     the
Indenture and, if applicable, any supplemental indenture that is permitted by
Sections 201 and 301 and which relates to the series of Securities to which
such opinion relates, have been duly authorized, executed and delivered by the
Company, and each of the Guarantors and constitute the legal, valid and binding
obligations of the Company and each of the Guarantors, enforceable (except for Section 111
of the Indenture as to which no opinion need be


 


25

















 


expressed) in accordance
with their terms (assuming the due authorization, execution and delivery
thereof by the Trustee), except as such enforceability is subject to the effect
of any applicable bankruptcy, insolvency, reorganization or other law relating
to or affecting creditors’ rights generally and to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law);


 


(ii)                                  the
series of Securities to which such opinion relates, together with any Coupons
appertaining thereto, have been duly and validly authorized by all necessary
corporate action on the part of the Company, and any such Security, when the
terms thereof have been established in accordance with the terms of the
Indenture and when such Security has been executed and authenticated in
accordance with the terms of the Indenture (assuming the due authentication,
execution and delivery thereof by the Trustee or any Authenticating Agent,
which fact counsel need not verify by an inspection of such Securities) and
delivered and paid for in accordance with the terms of any underwriting
agreement, agency agreement or other agreement providing for the sale thereof,
will constitute (assuming no change in the facts or in the law and governmental
rules and regulations, in either case in existence on the date such
Opinion of Counsel is rendered) the legal, valid and binding obligation of the
Company, enforceable in accordance with its terms, except as such
enforceability is subject to the effect of any applicable bankruptcy, insolvency,
reorganization or other law relating to or affecting creditors’ rights
generally and general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law);


 


(iii)                               the
Guarantees of the Securities to which such opinion relates, have been duly and
validly authorized by all necessary corporate action on the part of the
Guarantors, and any such Guarantee, when the terms thereof have been
established in accordance with the terms of the Security and the Indenture and
when such Guarantee has been executed and authenticated in accordance with the
terms of the Indenture (assuming the due authentication, execution and delivery
of the certificate of authentication of such Security by or on behalf of the
Trustee or any Authenticating Agent, which fact counsel need not verify by an
inspection of such Securities) and delivered and paid for in accordance with
the terms of any underwriting agreement, agency agreement or other agreement
providing for the issuance thereof, will constitute (assuming no change in the
facts or in the law and governmental rules and regulations, in either case
in existence on the date such Opinion of Counsel is rendered) the legal, valid
and binding obligation of each Guarantor, enforceable in accordance with its
terms, except as such enforceability is subject to the effect of any applicable
bankruptcy, insolvency, reorganization or other law relating to or affecting
creditors’ rights generally and general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law);


 


(iv)                              the
forms and terms of the series of Securities to which such opinion relates and
any Coupons appertaining thereto and any related Guarantees have been
established in conformity with the provisions of this Indenture or, if


 


26

















 


such forms and terms are
being established pursuant to one or more instruments being furnished to the
Trustee concurrently with the delivery of such opinion, such instruments
conform to the requirements of this Indenture;


 


(v)                                 all
instruments furnished to the Trustee in connection with the first issuance of
Securities of the series to which such opinion relates (which instrument shall
be listed in such opinion) conform to the requirements of this Indenture and,
except for (a) Securities of such series, together with any Coupons
appertaining thereto, to be delivered for authentication subsequent to the date
of such opinion pursuant to Section 303, (b) the Company Order(s) to
be delivered subsequent to the date of such opinion pursuant to Sections 201,
301 or 303 and (c) any certificate required to be delivered subsequent to
the date of such opinion pursuant to paragraph (b) of this Section 301
and (d) any other documents or items required to be delivered subsequent
to the date of such opinion pursuant to such instruments, such instruments
constitute all the documents required by this Indenture to be delivered
hereunder at or before the first issuance of Securities of the series to which
the opinion relates;


 


(c)                                  Officers’
Certificates.  A Company Officers’
Certificate and a Guarantor’s Officers’ Certificate stating that no Event of
Default has occurred and is continuing, and the execution and delivery of the
Indenture will not result in a breach or violation of any of the terms and
provisions of, or constitute a default under, the articles of incorporation or
bylaws of the Company, or any order of any court or administrative agency
entered in any proceeding to which the Company is a party or by which it is
bound or to which it is subject; and


 


(d)                                 Board
Resolutions.  A Company Board Resolution
and a Guarantor’s Board Resolution authorizing this Indenture and, if
applicable, any supplemental indenture that is permitted by Sections 201 and
301 and that relates to such series of Securities.


 


SECTION 302.                                                                    Denominations.


 


Unless otherwise provided as contemplated by Section 301
with respect to any series of Securities, any Registered Securities of a series
denominated in Dollars shall be issuable in denominations of $1,000 and any
integral multiple thereof and any Bearer Securities of a series denominated in
Dollars shall be issuable in the denomination of $5,000. Unless otherwise
provided as contemplated by Section 301 with respect to any series of
Securities, any Securities of a series denominated in a currency other than
Dollars shall be issuable in denominations that are the equivalent, as
determined by the Company by reference to the noon buying rate in The City of
New York for cable transfers for such currency, as such rate is reported or
otherwise made available by the Federal Reserve Bank of New York, on the
applicable trade date for such Securities, of $100,000 (rounded down to an
integral multiple of 10,000 units of such currency), and any larger amount that
is, as nearly as is practicable, an integral multiple of $1,000.


 


27

















 


SECTION 303.                                                                    Execution;
Authentication; Delivery and Dating.


 


The Securities shall be executed on behalf of the
Company by its Chairman of the Board, its President, its Treasurer, any
Assistant Treasurer or one of its Vice Presidents attested by its Secretary or
one of its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile. Coupons shall bear the facsimile
signature of the Chairman of the Board of the Company, its President, its
Treasurer, any Assistant Treasurer or one of its Vice Presidents, attested by
its Secretary or one of its Assistant Secretaries.


 


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 Coupons or did not hold such offices at the date of such
Securities or Coupons.


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any
series, together with any Coupons appertaining thereto, executed by the Company
to the Trustee or Authenticating Agent for authentication, together with a
Company Order for the authentication and delivery of such Securities and the
Trustee or such Authenticating Agent in accordance with the Company Order shall
authenticate and deliver such Securities; provided, however, that, in
connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further,
that a Bearer Security other than a temporary global Bearer Security may be
delivered in connection with its original issuance only if Clearstream,
Luxembourg or Euroclear, as the case may be, shall have furnished to the
Security Registrar a certificate substantially to the effect that the Person
entitled to receive such Bearer Security shall have furnished to Clearstream,
Luxembourg or Euroclear, as the case may be, a certificate substantially in the
form set forth in Exhibit D to this Indenture or in such other form of
certificate as shall contain information then required by Federal income tax
laws, dated no earlier than 15 days prior to the earlier of (i) the date
on which such Bearer Security is delivered and (ii) the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture. A
confirmation shall be sent by the Company or an agent thereof to each purchaser
of a Bearer Security. If any Security shall be represented by a permanent
global Bearer Security, then, for purposes of this Section 303 and Section 304,
the notation of a beneficial owner’s interest therein upon original issuance of
such Security or upon exchange of a portion of a temporary global Security
shall be deemed to be delivery in connection with its original issuance of such
beneficial owner’s interest in such permanent global Bearer Security. Except as
permitted by Section 306, the Trustee or Authenticating Agent shall not
authenticate and deliver any Bearer Security unless all appurtenant Coupons for
interest then matured have been detached and cancelled.


 


The Trustee or any Authenticating Agent shall have the
right to decline to authenticate and deliver such Securities if the Trustee or
such Authenticating Agent, being advised by counsel, determines that such
action may not lawfully be taken or if the Trustee or such Authenticating
Agent, in good faith by its board of directors or trustees, executive committee
or a trust committee of directors or trustees and/or vice presidents, shall
determine that such action would expose the Trustee or such Authenticating
Agent to personal liability to existing Holders.


 


28

















 


Each Registered Security shall be dated the date of
its authentication. Each Bearer Security and any temporary Bearer Security in
global form shall be dated as of the date specified as contemplated by Section 301.
Each Security will also bear an original issue date (the “Issue Date”) which,
with respect to any Security (or portion thereof), shall mean the date of its
original issuance and shall be specified therein. The Issue Date shall remain
the same for all Securities subsequently issued upon transfer, exchange or
substitution of Securities, regardless of their dates of authentication.


 


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 or any Authenticating Agent 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 Security
Registrar for cancellation as provided in Section 309 together with a
written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) (a copy of which statement shall be
delivered to the Trustee) stating that such Security has never been issued and
sold by the Company, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.


 


SECTION 304.                                                                    Temporary
Securities; Exchange of Temporary Securities.


 


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


 


Except in the case of temporary Securities in global
form (which shall be exchanged in accordance with the provisions thereof), if
temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company maintained pursuant to Section 1002 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 or any Authenticating Agent shall authenticate and deliver in exchange
therefor a like aggregate principal amount of definitive Securities of
authorized denominations of the same series containing identical terms and
provisions; provided, however, that no definitive Bearer Security, except as
provided pursuant to


 


29

















 


Section 301, shall
be delivered in exchange for a temporary Registered Security; and provided
further, that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in Section 303.
Unless otherwise specified as contemplated by Section 301 with respect to
a temporary global Security, until so exchanged the temporary Security of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.


 


SECTION 305.                                                                    Registration.
Registration of Transfer and Exchange.


 


The Company shall cause to be kept for each series of
Securities at one of the offices or agencies maintained pursuant to Section 1002
a register (each such register being referred to herein 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 Registered Securities. The
Trustee is hereby appointed “Security Registrar” for the purpose of registering
Registered Securities and transfers and exchanges of Registered Securities as
herein provided; provided, that the Company may, from time to time, designate
(or change any designation of) any other Person or Persons to act as Security
Registrar or co-Security Registrars with respect to the Securities of one or
more series, with notice to the Trustee and as provided in Section 106 to
the Holders. At all reasonable times the Security Register shall be open for
inspection by the Company. In the event that the Trustee shall not be the
Security Registrar, it shall have the right to examine the Security Register at
all reasonable times.


 


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 1002 for such purpose in a Place of Payment
for such series, the Company shall execute, and the Trustee or an
Authenticating Agent shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series and of like tenor of any authorized denominations and of a like
aggregate principal amount and Stated Maturity. Transfers of Registered
Securities may be effected only as set forth in the preceding sentence.


 


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


 


No Registered Security may be exchanged for a Bearer
Security.  If specified as contemplated
by Section 301 with respect to Securities of any series, at the option of
the Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series and of like tenor, of any authorized
denominations and of a like aggregate principal amount and Stated Maturity,
upon surrender of the 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


 


30

















 


are accompanied by
payment in funds acceptable to the Company, the Guarantors and the Trustee 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, the
Guarantors and the Trustee if there is furnished to them such Security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing Coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise provided in Section 1002,
interest represented by Coupons shall be payable only upon presentation and
surrender of those Coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in exchange for a Registered
Security of the same series and of 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 or an Authenticating Agent
shall authenticate and deliver, the Securities which the holder making the
exchange is entitled to receive.


 


Notwithstanding the foregoing, except as otherwise
specified as contemplated by Section 301, any permanent global Security
shall be exchangeable only as provided in this paragraph. If the beneficial owners
of interests in a permanent global Security are entitled to exchange such
interests for Securities of such series and of like tenor and principal amount
of another authorized form and denomination as specified as contemplated by Section 301,
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 or Authenticating Agent definitive Securities in aggregate
principal amount equal to the principal amount of such permanent global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such permanent global Security shall be
surrendered by the U.S. Depositary or such other Depository as shall be specified
in the Company Order with respect thereto, to the Trustee or an Authenticating
Agent, 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 or Authenticating Agent shall authenticate and deliver, in exchange for
each portion of such permanent global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such permanent global Security to be
exchanged which, unless the Securities of the series are not issuable both as
Bearer Securities and as Registered Securities, as specified as contemplated by
Section 301, shall be in the form of Bearer Securities or Registered
Securities, or any combination thereof, as shall be specified by the beneficial
owner thereof; provided, however, that no such exchanges may occur during a
period beginning at the opening of business 15 days before any selection of


 


31

















 


Securities of that series
to be redeemed and ending on the relevant Redemption Date; and provided
further, that (unless otherwise specified as contemplated by Section 301)
no Bearer Security delivered in exchange for a portion of a permanent global
Security shall be mailed or otherwise delivered to any location in the United
States.  If a Registered Security is
issued in exchange for any portion of a permanent global Security after the
close of business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
the opening of business at such office or agency on the related proposed date
for payment of Defaulted Interest, interest or Defaulted Interest, as the case
may be, will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Registered Security, but will
be payable on such Interest Payment Date or proposed date for payment, as the
case may be, only to the Person to whom interest in respect of such portion of
such permanent global Security is payable in accordance with the provisions of
this Indenture.


 


All Securities issued upon any registration of
transfer or exchange of Securities shall be the valid obligations of the
Company and the Guarantors, 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 or redemption shall (if so required by
the Company or the Security Registrar or any transfer agent) be duly endorsed,
or be accompanied by a written instrument of transfer substantially in the form
attached hereto as Exhibit B duly executed, by the Holder thereof or his
attorney duly authorized in writing.


 


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


 


Except as otherwise specified as contemplated by Section 301,
the Company shall not be required to (i) 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) 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, (iii) exchange
any Bearer Security so selected for redemption except that such a Bearer
Security may be exchanged for a Registered Security of the same series and of
like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption or (iv) issue, register the transfer of or
exchange any Security which, in accordance with its terms specified as


 


32

















 


contemplated by Section 301,
has been surrendered for repayment at the option of the Holder, except the
portion, if any, of such Security not repaid.


 


SECTION 306.                                                                    Mutilated,
Destroyed, Lost and Stolen Securities and Coupons.


 


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


 


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, pay such
Security or Coupon; provided, however, that principal of, premium, if any, and
interest on Bearer Securities shall, except as otherwise provided in Section 1002,
be payable only at an office or agency located outside the United States and
unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities and any Additional Amounts with respect to such interest
shall be payable only upon presentation and surrender of the Coupons
appertaining thereto.


 


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


 


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


 


33

















 


The provisions of this Section 306, as amended or
supplemented pursuant to this Indenture with respect to particular Securities
or generally, shall (to the extent lawful) be exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities or
Coupons.


 


SECTION 307.                    Payment of
Interest and Certain Additional Amounts; Rights to Interest and Certain
Additional Amounts Preserved.


 


Unless otherwise provided as contemplated by Section 301
with respect to any series of Securities, interest on and any Additional
Amounts with respect to 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.  In case a Bearer Security of
any series is surrendered in exchange for a Registered Security of such series
after the close of business (at an office or agency in a Place of Payment for
such series) on any Regular Record Date and before the opening of business (at
such office or agency) on the next succeeding Interest Payment Date, such
Bearer Security shall be surrendered without the Coupon relating to such Interest
Payment Date and interest will not be payable on such Interest Payment Date in
respect of the Registered Security issued in exchange of such Bearer Security,
but will be payable only to the Holder of such Coupon when due in accordance
with the provisions of this Indenture.


 


Any interest on and any Additional Amounts with
respect to 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 or any Guarantor, at its
election in each case, as provided in Clause (1) or (2) below:


 


(1)                                  The
Company or any Guarantor 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. The Company or
such Guarantor shall, no less than 15 calendar days prior to the date of the
Special Record Date (fixed as set forth below), notify the Trustee and the
Paying Agent in writing of the amount of Defaulted Interest proposed to be paid
on each Registered Security of such series and the date of the proposed
payment, and at the same time the Company or such Guarantor, as the case may
be, shall deposit with the Paying Agent 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 Paying Agent 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
Special Record Date for the payment of such Defaulted Interest shall be the
close of business on the tenth calendar day prior to the date of the proposed
payment.  The Trustee shall in the name
and at the expense of the Company, 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 Registered Securities of such series


 


34

















 


at the address of such
Holder as it appears in the Security Register, not less than 10 calendar days
prior to such Special Record Date. 
Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Registered Securities of such
series (or their respective Predecessor Securities) are registered at the close
of business on such Special Record Date and shall no longer be payable pursuant
to the following clause (2).  In case a
Bearer Security of any series is surrendered at the office or agency in a Place
of Payment for such series in exchange for a Registered Security of such series
after the close of business at such office or agency on any Special Record Date
and before the opening of business at such office or agency an the related
proposed date for payment of Defaulted Interest, such Bearer Security shall be
surrendered with the Coupon relating to such proposed date of payment and
Defaulted Interest will not be payable on such proposed date of payment in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such Coupon when due in accordance
with the provisions of this Indenture.


 


(2)                                  The
Company or any Guarantor 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 or such Guarantor to the Trustee and the Paying
Agent of the proposed payment pursuant to this Clause, such manner of payment
shall be deemed practicable by the Paying Agent.


 


At the option of the Company, interest on the
Registered Securities of any series that bears interest may be paid by mailing
a check to the address of any Holder as such address shall appear in the
Securities Register.


 


Subject to the foregoing provisions of this Section 307
and Section 305, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.


 


SECTION 308.                                                                    Persons
Deemed Owners.


 


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


 


Title to any Bearer Security and any Coupons
appertaining thereto shall pass by delivery. 
The Company, the Guarantors, the Trustee and any agent of the Company,
the Guarantors or the Trustee may treat the bearer of any Bearer Security and
the bearer of any Coupon as the absolute


 


35

















 


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 Guarantors,  the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.


 


No owner of any beneficial interest in any global
Security held on its behalf by a Depository shall have any rights under this
Indenture with respect to such global Security, and such Depository may be
treated by the Company, the Guarantors, the Trustee, and any agent of the
Company, the Guarantors or the Trustee as the owner of such global Security for
all purposes whatsoever.  None of the
Company, the Guarantors, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


 


SECTION 309.                                                                    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 Registered Securities and matured Coupons so delivered shall be
promptly cancelled by the Trustee.  The
Company or the Guarantors may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company or the Guarantors may have acquired in any manner whatsoever
and the Company may deliver to the Trustee for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Security
Registrar. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly
permitted by or pursuant to this Indenture. All cancelled Securities and
Coupons held by the Trustee shall be disposed of in accordance with the
customary procedures of the Trustee.


 


SECTION 310.                                                                    Computation
of Interest.


 


Except as otherwise specified as contemplated by Section 301
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.


 


SECTION 311.                                                                    Support
Agreement.


 


The Trustee and Holders of any series of Securities
and Coupons issued under this Indenture will be entitled to the benefits of the
Support Agreement on the terms, and subject to the conditions, set forth in the
Support Agreement.


 


SECTION 312.                                                                    CUSIP
Numbers.


 


The Company in issuing the Securities may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any


 


36

















 


notice of a redemption
and that reliance may be placed only on the other identification numbers
printed on the Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers.  The
Company will promptly notify the Trustee in writing (which may be by facsimile
transmission) of any change in the “CUSIP” numbers.


 


ARTICLE FOUR


 


SATISFACTION AND DISCHARGE


 


SECTION 401.                                                                    Satisfaction
and Discharge of Indenture.


 


This Indenture shall upon Company Request or Guarantor
Request cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided
for, and any right to receive Additional Amounts, as provided in Section 1004),
and the Trustee, at the expense of the Company, when


 


(1)                                  either


 


(A)                              all
Securities theretofore authenticated and delivered and all Coupons, if any,
appertaining thereto (other than (i) Coupons appertaining to Bearer
Securities surrendered in exchange for Registered Securities and maturing after
such exchange, whose surrender is not required or has been waived as provided
in Section 305, (ii) Securities and Coupons which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 306,
(iii) Coupons appertaining to Securities called for redemption and
maturing after the relevant Redemption Date, whose surrender has been waived as
provided in Section 1106, and (iv) Securities and Coupons 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 1003) have been delivered to the
Security Registrar for cancellation; or


 


(B)                                all
such Securities and, in the case of (i) or (ii) below, any Coupons
appertaining thereto not theretofore delivered to the Security Registrar 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 the Guarantors,


 


and the Company or any Guarantor, in the case of (i), (ii) or
(iii) above, has deposited or caused to be deposited with the Trustee as
trust funds, in cash or Government Obligations, in trust for the purpose an
amount sufficient to pay and discharge the entire indebtedness on such
Securities


 


37

















 


and Coupons not theretofore delivered to the Security
Registrar for cancellation, for principal, premium, if any, and interest to the
date of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


(2)                                  the
Company or any Guarantor has paid or caused to be paid all other sums payable
hereunder by the Company with respect to the Outstanding Securities of such
series and any Coupons appertaining thereto; and


 


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


 


In the event there are Securities of two or more
series hereunder, the Trustee shall be required to execute an instrument
acknowledging satisfaction and discharge of this Indenture only if requested to
do so with respect to Securities of such series as to which it is Trustee and
if the other conditions thereto are met.


 


Notwithstanding the satisfaction and discharge of this
Indenture with respect to any series of Securities, the rights, privileges and
immunities of the Trustee under Article Seven, the obligations of the
Company and the Guarantors to the Trustee under Section 606, the
obligations of the Company to any Authenticating Agent under Section 613
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
Sections 305, 306, 402, 1002 and the last paragraph of Section 1003
shall survive, with respect to the payment of Additional Amounts, if any, with
respect to such Securities as contemplated by Section 1004 (but only to
the extent that the Additional Amounts payable with respect to such Securities
exceed the amount deposited in respect of such Additional Amounts pursuant to Section 401(1)(B)).


 


SECTION 402.                                                                    Application
of Trust Money.


 


Subject to the provisions of the last paragraph of Section 1003,
all money and Government Obligations deposited with the Trustee pursuant to
Sections 401 and 403 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the Coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal, premium, if any, interest and Additional
Amounts, if any, for the payment of which such money and Government Obligations
have been deposited with the Trustee; but such money and Government Obligations
need not be segregated from other funds except to the extent required by law.


 


SECTION 403.                                                                    Defeasance
and Covenant Defeasance.


 


(1)                                  Unless
pursuant to Section 301, either or both of (i) defeasance of the
Securities of or within a series under clause (2) of this Section 403
shall not be applicable with respect to the Securities of such series or (ii) covenant
defeasance of the Securities of or within a series under clause (3) of
this Section 403 shall not be applicable with respect to the Securities of
such series, then such provisions, together with the other provisions of this Section 403
(with such


 


38

















 


modifications thereto as
may be specified pursuant to Section 301 with respect to any Securities), shall
be applicable to such Securities and any related Coupons, and the Company may
at its option by Company Board Resolution, at any time, with respect to such
Securities and any related Coupons, elect to have Section 403(2) or Section 403(3) be
applied to such Outstanding Securities and any related Coupons upon compliance
with the conditions set forth below in this Section 403.  Unless otherwise specified pursuant to Section 301
with respect to the Securities of any series, defeasance under clause (2) of
this Section 403 and covenant defeasance under clause (3) of this Section 403
may be effected only with respect to all, and not less than all, of the
Outstanding Securities of any series.  To
the extent that the terms of any Security or Coupon appertaining thereto
established in or pursuant to this Indenture permit the Company or any Holder
thereof to extend the date on which any payment of principal of, or premium, if
any, or interest, if any, on, or Additional Amounts, if any, with respect to
such Security or Coupon is due and payable, then unless otherwise provided
pursuant to Section 301, the right to extend such date shall terminate
upon defeasance or covenant defeasance, as the case may be.


 


(2)                                  Upon
the Company’s exercise of the above option applicable to this Section 403(2) with
respect to any Securities of or within a series, each of the Company and the
Guarantors shall be deemed to have been discharged from its obligations with
respect to such Outstanding Securities and any related Coupons and of the
Guarantee in respect thereof on the date the conditions set forth in clause (4) of
this Section 403 are satisfied (hereinafter, “defeasance”). For this
purpose, such defeasance means that the Company and the Guarantors shall be
deemed to have paid and discharged the entire indebtedness represented by such
Outstanding Securities and any related Coupons, and under the Guarantee in
respect thereof, which shall thereafter be deemed to be “Outstanding” only for
the purposes of clause (5) of this Section 403 and the other Sections
of this Indenture referred to in clauses (i) and (ii) below, and to
have satisfied all of its other obligations under such Securities and any
related Coupons, and under the Guarantee in respect thereof, and this Indenture
insofar as such Securities and any related Coupons and under the Guarantee in
respect thereof, are concerned (and the Trustee, at the expense of the Company
and the Guarantors, shall execute proper instruments acknowledging the same),
except for the following which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of such Outstanding
Securities and any related Coupons to receive, solely from the trust fund
described in clause (4) of this Section 403 and as more fully set
forth in such clause, payments in respect of the principal of, premium, if any,
and interest and additional interest, if any, on, and Additional Amounts, if
any, with respect to, such Securities and any related Coupons when such
payments are due, (ii) the obligations of the Company and the Trustee with
respect to such Securities under Sections 305, 306, 1002 and 1003 and with
respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 1004 (but only to the extent that the Additional
Amounts payable with respect to such Securities exceed the amount deposited in
respect of such Additional Amounts pursuant to Section 403(4)(a) below),
(iii) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (iv) Section 402, this Section 403 and Section 404.  The Company may exercise its option under
this Section 403(2) notwithstanding the prior exercise of its option
under clause (3) of this Section 403 with respect to such Securities
and any related Coupons.


 


(3)                                  Upon
the Company’s exercise of the option to have this Section 403(3) apply
with respect to any Securities of or within a series, the Company shall be
released from its obligations


 


39

















 


under Sections 1005,
1006 and 1007 and, to the extent specified pursuant to Section 301, any
other covenant applicable to such Securities, with respect to such Outstanding
Securities and any related Coupons on and after the date the conditions set
forth in clause (4) of this Section 403 are satisfied (hereinafter, “covenant
defeasance”), and such Securities and any related Coupons shall thereafter be
deemed to be not “Outstanding” for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof)
in connection with any such covenant, but shall continue to be deemed “Outstanding”
for all other purposes hereunder. For this purpose, such covenant defeasance
means that, (i) with respect to such Outstanding Securities and any
related Coupons, the Company may omit to comply with, and shall have no
liability in respect of, any term, condition or limitation set forth in any
such Section or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a default or an Event of Default under Section 501(4) or
501(10) or otherwise, as the case may be, and (ii) the occurrence of
any event or condition specified in Section 501(6) shall not
constitute an Event of Default with respect to such Outstanding Securities,
but, except as specified above, the remainder of this Indenture and such
Securities and related Coupons shall be unaffected thereby.


 


(4)                                  The
following shall be the conditions to application of clause (2) or (3) of
this Section 403 to any Outstanding Securities of or within a series and
any related Coupons:


 


(a)                                  The
Company or any Guarantor shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of Section 607
who shall agree to comply with the provisions of this Section 403
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities and any related Coupons, (1) an
amount in Dollars or in such Foreign Currency in which such Securities and any
related Coupons are then specified as payable at Stated Maturity, or (2) Government
Obligations applicable to such Securities and related Coupons (determined on
the basis of the currency in which such Securities and related Coupons are then
specified as payable at Stated Maturity) which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment of principal
of, premium, if any, and interest and additional interest, if any, on such
Securities and any related Coupons, money in an amount, or (3) a
combination thereof, in any case, in an amount, sufficient, without
consideration of any reinvestment of such principal and interest, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, (y) the principal of, premium, if any, and
interest, if any, on and Additional Amounts, if any, with respect to such
Outstanding Securities and any related Coupons at the Stated Maturity of such
principal or installment of principal or premium or interest and (z) any
mandatory sinking fund payments or analogous payments applicable to such
Outstanding Securities and any related Coupons on the days on which such
payments are due and payable in accordance with the terms of this Indenture and
of such Securities and any related Coupons.


 


40

















 


(b)                                 Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a default under, this Indenture or any other agreement or
instrument to which the Company or any Guarantor is a party or by which it is
bound if the breach, violation or default would have a material adverse effect
on the Company or any Guarantor.


 


(c)                                  Such
defeasance or covenant defeasance shall not cause the Trustee to have a
conflicting interest as defined in the indenture and for purposes of the Trust
Indenture Act with respect to any Securities.


 


(d)                                 Such
defeasance or covenant defeasance shall not result in the trust created by this
deposit constituting an investment company within the meaning of the Investment
Company Act of 1940, unless the trust is registered under that Act as exempt
from that registration.


 


(e)                                  The
Company must deliver to the Trustee a Company Officers’ Certificate stating
that the deposit was not made with the intent of preferring the Holders of
Outstanding Securities over other creditors with the intent of defeating,
hindering, delaying or defrauding such creditors or others.


 


(f)                                    No
Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to such Securities and any related
Coupons shall have occurred and be continuing on the date of establishment of
such trust and, with respect to defeasance only, at any time during the period
ending on the 91st day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until the expiration of such
period).


 


(g)                                 In
the case of an election under clause (2) of this Section 403, the
Company or any Guarantor shall have delivered to the Trustee an Opinion of
Counsel stating that (i) the Company or such Guarantor has received from
the Internal Revenue Service a letter ruling, or there has been published by
the Internal Revenue Service a Revenue Ruling, or (ii) since the date of
execution of this Indenture, there has been a change in the applicable Federal
income tax law, in either case to the effect that, and based thereon such
opinion shall confirm that, the Holders of such Outstanding Securities and any
related Coupons will not recognize income, gain or loss for Federal income tax
purposes as a result of such defeasance and will be subject to Federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such defeasance had not occurred.


 


(h)                                 In
the case of an election under clause (3) of this Section 403, the
Company or any Guarantor shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such Outstanding Securities and any
related Coupons will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such covenant defeasance had not occurred.


 


41

















 


(i)                                     The
Company or any Guarantor shall have delivered to the Trustee an Opinion of
Counsel to the effect that, assuming no intervening bankruptcy of the Company
or any Guarantor between the date of deposit and the 91st day
following the deposit and assuming that no Holder is an “insider” of the
Company under applicable bankruptcy law, after the 91st day after the date of
establishment of such trust, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the
proceeds thereof) deposited or caused to be deposited with the Trustee (or
other qualifying trustee) pursuant to this clause (4) to be held in trust
will not be subject to the effect of section 547 of the United States
Bankruptcy Code or any applicable state bankruptcy, insolvency, reorganization
or similar law affecting creditors.


 


(j)                                     The
Company or any Guarantor shall have delivered to the Trustee a Company Officers’
Certificate or a Guarantor’s Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent to the defeasance or covenant
defeasance under clause (2) or (3) of this Section 403 (as the
case may be) have been complied with.


 


(k)                                  Notwithstanding
any other provisions of this Section 403(4), such defeasance or covenant
defeasance shall be effected in compliance with any additional or substitute
terms, conditions or limitations which may be imposed on the Company or any
Guarantor in connection therewith pursuant to Section 301.


 


Unless otherwise specified in or pursuant to this
Indenture or any Security, if, after a deposit referred to in Section 403(4)(a) has
been made, (a) the Holder of a Security in respect of which such deposit
was made is entitled to, and does, elect pursuant to Section 301 or the
terms of such Security to receive payment in a currency other than that in
which the deposit pursuant to Section 403(4)(a) has been made in
respect of such Security, or (b) a Conversion Event occurs in respect of
the Foreign Currency in which the deposit pursuant to Section 403(4)(a) has
been made, the indebtedness represented by such Security and any related
Coupons shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of, premium, if any, and
interest, if any, on, and Additional Amounts, if any, with respect to, such
Security as the same becomes due out of the proceeds yielded by converting
(from time to time as specified below in the case of any such election) the
amount or other property deposited in respect of such Security into the
currency in which such Security becomes payable as a result of such election or
Conversion Event based on (x) in the case of payments made pursuant to clause (a) above,
the applicable market exchange rate for such currency in effect on the second
Business Day prior to each payment date, or (y) with respect to a Conversion
Event, the applicable market exchange rate for such Foreign Currency in effect
(as nearly as feasible) at the time of the Conversion Event.


 


The Company shall pay and indemnify the Trustee (or
other qualifying trustee, collectively for purposes of Section 402, the “Trustee”)
against any tax, fee or other charge, imposed on or assessed against the
Government Obligations deposited pursuant to this Section 403 or the
principal or interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of such
Outstanding Securities and any related Coupons.


 


42

















 


Anything in this Section 403 to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request, or any Guarantor, as the case may be, upon a
Guarantor Request,  any money or
Government Obligations (or other property and any proceeds therefrom) held by
it as provided in clause (4) of this Section 403 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 403.


 


SECTION 404.                                                                    Reinstatement.


 


If the Trustee is unable to apply any money or
Government Obligations deposited in accordance with Section 40l or Section 403
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 and the Guarantors’ 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 401
or Section 403 until such time as the Trustee is permitted to apply all
such money in accordance with Section 401 or Section 403; provided,
however, that if the Company or any Guarantor has made any payment of
principal, premium, if any, or interest on, or any Additional Amounts with
respect to any Securities and Coupons of such series because of the
reinstatement of its obligations, the Company or such Guarantor shall be
subrogated to the rights of the Holders of such series of Securities and
Coupons to receive such payment from the money or Government Obligations held
by the Trustee.


 


ARTICLE FIVE


 


REMEDIES


 


SECTION 501.                                                                    Events
of Default.


 


“Event of Default”, wherever used herein with respect
to Securities of any series, means any of the following events (whatsoever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any
administrative or governmental body) unless it is either inapplicable to a
particular series or it is specifically deleted or modified in or pursuant to
the supplemental indenture, Company Board Resolution or Company Officers’
Certificate establishing such series of Securities or in the form of Security
for such series pursuant to this Indenture:


 


(1)                                  default
in the payment of any interest upon or any Additional Amounts payable in
respect of any interest on any Security of such series or any related Coupon
when such interest or Additional Amounts become due and payable, and
continuance of such default for a period of 30 days; or


 


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


 


43

















 


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


 


(4)                                  default
in the observance or performance of any covenant or agreement of the Company or
any Guarantor on its part to be observed or performed contained in this
Indenture (other than a covenant or agreement a default in the performance of
which is elsewhere in this Section specifically dealt with or which has
expressly been included in this Indenture solely for the benefit of one or more
series of Securities other than that series), and continuance of such default
or breach for a period of thirty (30) days after there has been given, by
registered or certified mail, to the Company and the Guarantors by the Trustee
or to the Company, the Guarantors and the Trustee by the Holders of at least
25% in principal amount of the Outstanding Securities of that series a written
notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder; or


 


(5)                                  the
Support Agreement shall have been terminated or revoked or HDI refuses to
perform or otherwise breaches any of its obligations therein or thereunder or
the Support Agreement or any provision thereof otherwise becomes unenforceable
for any reason unless, prior to such termination, revocation, refusal to
perform, breach or unenforceability, each of Standard & Poor’s Ratings
Services, a division of The McGraw-Hill Companies, Inc. (“S&P”), Moody’s
Investor Service, Inc. (“Moody’s”) and any other “nationally recognized
statistical rating organization” (as such term is defined for purposes of Rule 436(g)(2) under
the Securities Act) then rating the Securities at the Company’s request, has
confirmed that the rating assigned to the Securities by such rating agency
immediately prior to such termination, revocation, refusal to perform, breach
or unenforceability, will not be downgraded as a result of such termination,
revocation, refusal to perform, breach or unenforceability of the Support
Agreement.


 


(6)                                  any
event of default by the Company, the Guarantors or any of their respective
Subsidiaries as defined in any mortgage, indenture or instrument under which
there may be issued, or by which there may be secured or evidenced, any
Indebtedness of the Company, the Guarantors or any of their respective
Subsidiaries, as the case may be, whether such Indebtedness now exists or shall
hereafter be created, resulting in such Indebtedness in principal amount of at
least $25,000,000 becoming or being declared due and payable prior to the date
on which it would otherwise become due and payable, and such acceleration shall
not be rescinded or annulled within a period of 30 days after there has been
given, by registered or certified mail, to the Company and the Guarantors by
the Trustee or to the Company, the Guarantors and the Trustee by the Holders of
at least 25% in principal amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder; or


 


(7)                                  the
entry by a court having jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company or any Guarantor or any of their
respective Subsidiaries or, so long as the Support Agreement shall continue to
be in full force and effect for the benefit of the Holders of Securities of any
series, HDI in an involuntary case or proceeding under any applicable federal
or state bankruptcy, insolvency,


 


44

















 


reorganization or other
similar law or (B) a decree or order adjudging the Company or any
Guarantor or any of their respective Subsidiaries or, so long as the Support
Agreement shall continue to be in full force and effect for the benefit of the
Holders, HDI bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company or any Guarantor or any of their respective Subsidiaries or, so
long as the Support Agreement shall continue to be in full force and effect for
the benefit of the Holders, HDI under any applicable federal or state law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Company or any Guarantor or any of their
respective Subsidiaries or, so long as the Support Agreement shall continue to
be in full force and effect for the benefit of the Holders, HDI, or of any
substantial part of the property of the Company or any Guarantor or any of
their respective Subsidiaries or, so long as the Support Agreement shall
continue to be in effect for the benefit of the Holders, HDI or ordering the
winding up or liquidation of the affairs of the Company or any Guarantor or any
of their respective Subsidiaries or, so long as the Support Agreement shall
continue to be in full force and effect for the benefit of the Holders, HDI,
and the continuance of any such decree or order for relief or any such other
decree or order unstayed and in effect for a period of 90 consecutive days; or


 


(8)                                  the
commencement by the Company or any Guarantor or any of their respective
Subsidiaries or, so long as the Support Agreement shall continue to be in full
force and effect for the benefit of the Holders, HDI of a voluntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by the Company or any
Guarantor or any of their respective Subsidiaries or, so long as the Support
Agreement shall continue to be in full force and effect for the benefit of the
Holders, HDI to the entry of a decree or order for relief in respect of it in
an involuntary case or proceeding under any applicable federal or state
bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or
the filing by the Company or any Guarantor or any of their respective
Subsidiaries or, so long as the Support Agreement shall continue to be in full
force and effect for the benefit of the Holders, HDI of a petition or answer or
consent seeking reorganization or relief under any applicable federal or state
law, or the consent by it to the filing of such petition or to the appointment
of or taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or similar official of the Company or any Guarantor or
any of their respective Subsidiaries or, so long as the Support Agreement shall
continue to be in full force and effect for the benefit of the Holders, HDI of
any substantial part of their respective property, or the making by it of an
assignment for the benefit of creditors, or the admission by the Company or any
Guarantor or any of their respective Subsidiaries or, so long as the Support
Agreement shall continue to be in full force and effect for the benefit of the
Holders, HDI in writing of its inability to pay its debts generally as they
become due, or the taking of corporate action by the Company or any Guarantor,
so long as the Support Agreement shall continue to be in effect for the benefit
of the Holders, in furtherance of any such action;


 


45

















 


(9)                                  final
judgment of money in excess of $25,000,000 (not covered by third-party
insurance), singularly or in the aggregate, shall be rendered against the
Company or any Guarantor or any of their respective Subsidiaries and shall
remain undischarged and unstayed for a period (during which execution shall not
be effectively stayed) of 60 days after such judgment becomes final; or


 


(10)                            any
other Event of Default provided in or pursuant to this Indenture with respect
to Securities of such series.


 


SECTION 502.                                                                    Acceleration
of Maturity: Rescission and Annulment.


 


If an Event of Default with respect to Securities of
any series occurs and is continuing, then either the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Outstanding Securities
of that series may declare the principal amount (or, if any of the Securities
of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms of that
series) of all of the Securities of that series, and accrued and unpaid
interest and Additional Amounts, if any, thereon to be due and payable
immediately, by a notice in writing to the Company and the Guarantors (and to
the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) and such accrued and unpaid interest and
Additional Amounts, if any, thereon 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, but 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 not less than a
majority in principal amount of the Outstanding Securities of that series, by
written notice to the Company, the Guarantors and the Trustee, may rescind and
annul such declaration and its consequences if


 


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


 


(A)                              all
overdue interest on and any Additional Amounts payable in respect of all
Securities of that series,


 


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


 


(C)                                to
the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities, and


 


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


 


(2)                                  all
Events of Default with respect to Securities of that series, other than the
non-payment of the principal of, any premium and interest on, and any
Additional


 


46

















 


Amounts with respect to
Securities which has become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 513.


 


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


 


An Event of Default described in paragraph (7) or
(8) of Section 501 shall cause the principal amount of (and premium,
if any)(or such lessor amount as provided for in the Securities of such series)
and accrued and unpaid interest and Additional Amounts, if any, with respect to
the Securities of such series to become immediately due and payable without any
declaration or other act by the Trustee or any Holder.


 


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


 


The Company and Guarantors covenant with respect to
Securities of any series, that if


 


(1)                                  default
is made in payment of any interest on or any Additional Amounts payable in
respect of any Security of such series when such interest or Additional Amounts
become due and payable and such default continues for a period of 30 days, or


 


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


 


(3)                                  default
is made in the deposit of any sinking fund payment when due by the terms of a
security of that series,


 


the Company or any Guarantor, as the case may be,
will, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of such Securities of such series and related Coupons, the whole amount
of money then due and payable with respect to such Securities of such series
and Coupons for principal, premium, if any, and interest or Additional Amounts,
if any, and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal, premium, if any, and on any
overdue interest or any Additional Amounts, at the rate or rates prescribed
therefor in such Securities of such series and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


 


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


 


If an Event of Default occurs and is continuing with
respect to Securities of any series, the Trustee may in its discretion proceed
to protect and enforce its rights, including the rights of the Holders of
Securities of such series and any related Coupons, by such appropriate judicial


 


47

















 


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 such Securities or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy.


 


SECTION 504.                                                                    Trustee
May File Proofs of Claim.


 


In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company or the
Guarantors or any other obligor upon the Securities or the property of the
Company, the Guarantors or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
or the Guarantors for the payment of any overdue principal or interest) shall
be entitled and empowered, by intervention in such proceeding or otherwise,


 


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


 


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


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such Judicial
proceeding is hereby authorized by each Holder of Securities and Coupons 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 of Securities
and Coupons, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 606.


 


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


 


SECTION 505.                                                                    Trustee
May Enforce Claims Without Possession of Securities or Coupons.


 


All rights of action and claims under this Indenture
or the Securities or Coupons may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or Coupons or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation,


 


48

















 


expenses, disbursements
and advances of the Trustee, its agents and counsel, be for the ratable benefit
of the Holders of the Securities and Coupons in respect of which such judgment
has been recovered.


 


SECTION 506.                                                                    Application
of Money Collected.


 


Any money collected by the Trustee pursuant to this Article 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,
premium, if any, or interest or any Additional Amounts, upon presentation of
the Securities or Coupons, or both, as the case may be, and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:


 


FIRST:  To the
payment of all amounts due the Trustee under Section 606;


 


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


 


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


 


SECTION 507.                                                                    Limitation
on Suits.


 


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


 


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


 


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


 


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


 


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


 


(5)                                  no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority 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 any right in any manner whatever by virtue of, or by availing of,
any provision of this Indenture (including,


 


49

















 


without limitation, the provisions of Section 512)
to affect, disturb or prejudice the rights of any other of such Holders (it
being understood that the Trustee does not have an affirmative duty to
ascertain whether or not such actions or forbearances are unduly prejudicial to
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 such
Holders.


 


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


 


Notwithstanding any other provision in this Indenture,
the Holder of any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, premium, if any, and
(subject to Sections 305 and 307) any interest on or any Additional Amounts
with respect to such Security or such Coupon, as the case may be, on the
respective Stated Maturity or Maturities therefor specified in such Security or
Coupon (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.


 


SECTION 509.                                                                    Restoration
of Rights and Remedies.


 


If the Trustee or any Holder of a Security or Coupon
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 Guarantors, the Trustee and the Holders of Securities and Coupons
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.


 


SECTION 510.                                                                    Rights
and Remedies Cumulative.


 


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


 


SECTION 511.                                                                    Delay
or Omission Not Waiver.


 


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


 


50

















 


SECTION 512.                                                                    Control
by Holders of Securities.


 


The Holders of 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 and any Coupons appertaining
thereto; provided that


 


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


 


(2)                                  the
Trustee may take any other action deemed proper by the Trustee which is
not inconsistent with such direction, and


 


(3)                                  the
Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or officers of the
Trustee, determine that the action so directed would involve the Trustee in
personal liability.


 


SECTION 513.                                                                    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 and any related Coupons
waive any past default or Event of Default hereunder with respect to the
Securities of such series and its consequences, except a default


 


(1)                                  in
the payment of the principal of, premium, if any, or interest on or Additional
Amounts payable in respect of any Security of such series or Coupons
appertaining thereto, or


 


(2)                                  in
respect of a covenant or provision hereof which under Article Ten 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, 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 Event of Default or impair any right consequent thereon.


 


SECTION 514.                                                                    Undertaking
for Costs.


 


All parties to this Indenture agree, and each Holder
of any Security or Coupon by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys’ fees and expenses, 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 Company, to any suit instituted by the
Trustee, to any suit instituted by any 


 


51

















 


Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder
of any Security or Coupon for the enforcement of the payment of the principal
of, premium, if any, or interest on or any Additional Amounts in respect of any
Security or the payment of any Coupon on or after the Stated Maturity or
Maturities expressed in such Security or Coupon (or, in the case of redemption,
on or after the Redemption Date).


 


SECTION 515.                                                                    Waiver
of Usury, Stay or Extension Laws.


 


Each of the Company and the Guarantors covenants that
(to the extent that it may lawfully do so) it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law or any usury law or any other law
wherever enacted, now or at any time hereafter in force, which would prohibit
or forgive the Company and the Guarantors from paying all or any portion of the
principal of or premium, if any, or interest, if any, on or Additional Amounts,
if any, with respect to any Securities as contemplated herein and therein or
which may affect the covenants or the performance of this Indenture; and
each of the Company and the Guarantors expressly waive (to the extent that it may lawfully
do so) all benefit or advantage of any such law and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.


 


ARTICLE SIX



THE TRUSTEE


 


SECTION 601.                                                                    Notice
of Defaults.


 


Within 90 days after the occurrence of any default
hereunder with respect to the Securities of any series, the Trustee shall
transmit in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of, premium, if
any, or interest or any Additional Amounts or any sinking fund installment with
respect to, any Security of such series, the Trustee shall be protected in
withholding such notice of and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the Trustee
in good faith determines that the withholding of such notice is in the interest
of the Holders of Securities of such series; and provided, further, that in the
case of any default of the character specified in Section 501(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. 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.


 


SECTION 602.                                                                    Certain
Rights of Trustee.


 


Subject to the provisions of Sections 315(a) through
315(d) of the Trust Indenture Act:


 


(a)                                  the
Trustee may conclusively rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, 


 


52

















 


report, notice,
request, direction, consent, order, bond, debenture, note, coupon, other
evidence of indebtedness or other paper or document reasonably 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 mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order or of a Guarantor mentioned
herein shall be sufficiently evidenced by a Guarantor Request or a Guarantor
Order or as otherwise expressly provided herein and any resolution of the
Company’s Board of Directors may be sufficiently evidenced by a Company
Board Resolution or of a Guarantor’s Board of Directors may be
sufficiently evidenced by such Guarantor’s 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 a Company
Officers’ Certificate or, if such matter pertains to a Guarantor, such
Guarantor’s Officers’ Certificate;


 


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


 


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


 


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


 


(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;


 


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


 


53

















 


(i)                                     no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it;


 


(j)                                     the
Trustee shall not be deemed to have notice of any default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities and this Indenture;


 


(k)                                  the
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder,
and each agent, custodian and other Person employed to act hereunder; and


 


(l)                                     the
Trustee may request that the Company deliver a Company Officers’
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Company Officers’ Certificate may be signed by any person authorized
to sign a Company Officers’ Certificate, including any person specified as so
authorized in any such certificate previously delivered and not superseded.


 


(m)                               The
Trustee may, and shall, upon receipt of a written request by Holders of not
less than 25% of the aggregate principal amount of the Outstanding Securities
and the offer of by such Holders of indemnity satisfactory to the Trustee
against the cost, expenses and liabilities to be incurred in compliance with
such request, on behalf of the Holders and on its own behalf, enforce the
obligations of HDI to HDFS under the Support Agreement only if HDFS has not
pursued, or is not pursuing, its rights under the Support Agreement in a prompt
or otherwise diligent manner (an “Enforcement Event”). If (1) the Trustee
for 60 days after receipt of such request and offer of indemnity has failed to
institute such enforcement action, (2) no direction inconsistent with such
request has been given to the Trustee during such 60-day period by the Holders
of a majority in principal amount of the Outstanding Notes, and (3) a
Holder has given written notice of the occurrence of an Enforcement Event, then
such Holder of an Outstanding Security shall have the right to enforce the
rights of HDFS under the Support Agreement.


 


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


 


The recitals contained herein and in the Securities,
or any document issued in connection with the sale of the Securities (except
the Trustee’s certificates of authentication) and in any Coupons shall be taken
as the statements of the Company and the Guarantors, and neither the Trustee
nor any Authenticating Agent assumes responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities or Coupons, except that the Trustee represents
that it is duly authorized to execute and deliver this Indenture, authenticate
the Securities and perform its obligations hereunder and, if applicable, 


 


54

















 


that the statements made
by it in a Statement of Eligibility on Form T-1 supplied to the Company
are true and accurate, subject to the qualifications set forth therein. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof or any money
paid to the Company or upon the Company’s direction under any provision hereof.
Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application of any money received by any Paying Agent other than the
Trustee, without limiting the application of any other provision of this
Indenture.


 


SECTION 604.                                                                    May Hold
Securities.


 


The Trustee, any Authenticating Agent, any Paying
Agent, any Security Registrar or any other agent of the Trustee, the Company or
the Guarantors, in its individual or any other capacity, may become the
owner or pledgee of Securities and Coupons and, subject to Sections 310(b) and
311 of the Trust Indenture Act, may otherwise deal with the Company and
the Guarantors with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or other agent.


 


SECTION 605.                                                                    Money
Held in Trust.


 


Money held by the Trustee in trust hereunder need not
be segregated from other funds except to the extent required by law and shall
be held uninvested. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed in writing with the
Company or the Guarantors.


 


SECTION 606.                                                                    Compensation
and Reimbursement.


 


The Company agrees and the Guarantors agree, in each
case:


 


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


 


(2)                                  except
as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this Indenture or
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder (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


 


(3)                                  to
indemnify each of the Trustee and any successor Trustee and its agents,
officers, directors and employees for, and to hold them harmless against, any
and all loss, liability, damage, claim or expense, including taxes (other than
taxes based on the income of the Trustee) incurred without negligence or bad
faith on their 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 themselves against any claim (whether asserted by the
Company, a Guarantor, a Holder or any other Person) or liability in 


 


55

















 


connection with
the exercise or performance of any of its powers or duties hereunder except to
the extent that any such loss, liability or expense was due to the Trustee’s
negligence or bad faith.


 


As security for the performance of the obligations of
the Company and the Guarantors under this Section 606, the Trustee shall
have a lien prior to the Securities of any series 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, interest, if any, on or
Additional Amounts, if any, with respect to, particular Securities or any
related Coupons.


 


The obligations of the Company under this Section 606
to compensate and indemnify the Trustee for expenses, disbursements and
advances shall constitute additional Indebtedness under this Indenture and shall
survive the resignation or removal of the Trustee, the satisfaction and
discharge of this Indenture and any rejection or termination of this Indenture
under any applicable bankruptcy law.


 


If the Trustee incurs expenses or renders services
after an Event of Default specified in Section 501(7) or (8) has
occurred, those expenses (including the reasonable charges and expenses of its
agents and attorneys) and its compensation for services shall be preferred over
the status of the Holders in any reorganization or similar proceeding and the
parties hereto, and the Holders, by their acceptance of the Securities, hereby
agree that such expenses, compensation and indemnity are intended to constitute
expenses of administration under any applicable bankruptcy law.


 


SECTION 607.                                                                    Corporate
Trustee Required; Eligibility.


 


There shall at all times be a Trustee hereunder that
is a corporation, organized and doing business under the laws of the United
States, eligible under Section 310(a)(1) and (5) of the Trust
Indenture Act to act as trustee under the Trust Indenture Act, and that has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section 607,
it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.


 


SECTION 608.                                                                    Disqualification,
Conflicting Interests.


 


If the Trustee has or shall acquire any conflicting
interest, as defined in Section 310(b) of the Trust Indenture Act,
with respect to the Securities of any series, the Trustee shall either
eliminate such conflicting interest or resign, to the extent and in the manner
provided by, and subject to, Section 310 of the Trust Indenture Act and
this Indenture.


 


SECTION 609.                                                                    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 610.


 


56

















 


(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 and the Guarantors.
If the instrument of acceptance by a successor Trustee required by Section 610
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition, at the
expense of the Company, 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 and
the Guarantors. If the instrument of acceptance by a successor Trustee required
by Section 610 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may petition,
at the expense of the Company, any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.


 


(d)                                 If
at any time:


 


(1)                                  the
Trustee shall fail to comply with the obligations imposed on it under Section 310(b) of
the Trust Indenture Act with respect to the Securities of any series after
written request therefor by the Company, the Guarantors or by any Holder of a
Security who has been a bona fide Holder of a Security of such series for
at least six months, or


 


(2)                                  the
Trustee shall cease to be eligible under Section 607 and shall fail to
resign after written request therefor by the Company, the Guarantors or by any
such Holder, or


 


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


 


then, in any such case, (i) the Company, by or
pursuant to a Company Order, or the Guarantors, by or pursuant to such
Guarantor’s Order may remove the Trustee with respect to all Securities of
such series, or (ii) subject to Section 514, any Holder of a Security
of such series 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
(including those who have been Holders for less than six months), petition any
court of competent jurisdiction for the removal of the Trustee with respect to
all Securities and the appointment of a successor Trustee or Trustees.


 


(e)                                  If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by or pursuant to a Company
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 


 


57

















 


shall be only one
Trustee with respect to the Securities of any particular series) and such
successor Trustee or Trustees shall comply with the applicable requirements of Section 610.
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, the Guarantors 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 610, become the successor
Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company and the Guarantors. If
no successor Trustee with respect to the Securities of any series shall
have been so appointed by the Company and the Guarantors or the Holders of
Securities and accepted appointment in the manner required by Section 610,
any Holder of a Security 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
(including those who have been Holders for less than six months), 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 mailing
written notice of such event by first class mail, postage prepaid, to the
Holders of Registered Securities, if any, of such series as their names
and addresses appear in the Security Register and, if Securities of such series are
issued as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United
States. 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.


 


(g)                                 In
no event shall any retiring Trustee be liable for the acts or omissions of any
successor Trustee hereunder.


 


SECTION 610.                                                                    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, the Guarantors 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, the Guarantors 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 Guarantors,
the 


 


58

















 


retiring Trustee
and each successor Trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and
to vest in, each successor Trustee all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees as co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and that no Trustee shall be
responsible for any notice given to, or received by, or any act or failure to
act on the part of any other Trustee hereunder; 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, such
retiring Trustee shall have no further responsibility for the exercise of
rights and powers or for the performance of the duties and obligations vested
in the Trustee under this Indenture with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates
other than as hereinafter expressly set forth, 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, any Guarantor or any
successor Trustee, such retiring Trustee shall upon payment of all amounts owed
it hereunder, 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 and the Guarantors shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.


 


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


 


SECTION 611.                                                                    Merger,
Conversion, Consolidation or Succession to Business.


 


Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided 


 


59

















 


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.


 


SECTION 612.                                                                    Preferential
Collection of Claims Against the Company and the Guarantors.


 


If and when the Trustee shall be or become a creditor
of the Company or any Guarantor (or any other obligor upon the Securities), the
Trustee shall be subject to the provisions of Section 311 of the Trust
Indenture Act regarding the collection of claims against the Company or such
Guarantor (or any such other obligor).


 


SECTION 613.                                                                    Appointment
of Authenticating Agent.


 


The Trustee may, with the consent of the Company and
the Guarantors, appoint an Authenticating Agent or Authenticating 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 306, and if the Trustee is
required to appoint one or more Authenticating Agents with respect to any series of
Securities, to authenticate Securities of such series upon original
issuance and to take such other actions as are specified in Sections 303, 304
and 309, 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. Notwithstanding anything to the
contrary in this Section 613 or in any other Section of this
Indenture, an Authenticating Agent shall not be authorized to authenticate
Securities constituting the first issuance of Securities of any series until
and unless the requirements of Section 301 hereof have been, or are concurrently
therewith being, complied with.


 


Each Authenticating Agent shall be acceptable to the
Company and the Guarantors, and except as specified by Section 301, each
Authenticating Agent shall at all times be a corporation that would be
permitted by Section 310(a) (1) and (5) of the Trust
Indenture Act to be able to act as a trustee under an indenture qualified under
the Trust Indenture Act, is authorized under applicable law and by its charter
to act as such and that has a combined capital and surplus (computed in
accordance with Section 310(a) (2) of the Trust Indenture Act)
of not less than $50,000,000. 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. If the Authenticating Agent has or shall acquire any
conflicting, interest, as defined in Section 310(b) of the Trust
Indenture Act, with respect to Securities of any series, the Authenticating
Agent shall take action as is required pursuant to said Section 310(b).


 


60

















 


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 all
or substantially all the corporate agency or corporate trust business of such
Authenticating Agent, shall continue to be an Authenticating Agent; provided,
that 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, the Guarantors 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, the Guarantors 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 the
Guarantors and shall (i) 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, and (ii) if Securities of the series are
issued as Bearer Securities, publish notice of such appointment at least once
in an Authorized Newspaper in the place where such successor Authenticating
Agent has its principal office if such office is located outside the United
States. 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 and the Guarantors agree to pay to each
Authenticating Agent from time to time reasonable compensation for its services
under this Section.


 


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 therein
referred to in the within-mentioned Indenture.


 


	
   

  	
  BNY MIDWEST TRUST COMPANY

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
				



 


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 


 


61

















 


located in a Place of
Payment 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 102 and need not be
accompanied by an opinion of Counsel), shall appoint in, accordance with this Section an
Authenticating Agent having an office in a Place of Payment designated by the
Company with respect to such series of Securities.


 


ARTICLE SEVEN



HOLDERS’ LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTORS


 


SECTION 701.                                                                    Company
to Furnish Trustee Names and Addresses of Holders.


 


In accordance with Section 312(a) of the
Trust Indenture Act, the Company will furnish or cause to be furnished to the
Trustee:


 


(a)                                  semiannually,
on dates mutually acceptable to the Trustee and the Company, a list, in such form as
the Trustee may reasonably require, the names and addresses of the Holders
of Securities as of a date mutually acceptable to the Trustee and the Company,
and


 


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


 


notwithstanding the foregoing, so long as the Trustee
is the Security Registrar with respect to a particular series of
Securities, no such list shall be required to be furnished in respect of such
series.


 


SECTION 702.                                                                    Preservation
of Information; Communications to Holders.


 


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 701 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 701 upon receipt of a new list so furnished.


 


The rights of 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.


 


Every Holder of Securities or Coupons, by receiving
and holding the same, agrees with the Company and the Trustee that neither the
Company, the Guarantors, 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 of Securities in accordance with Section 312
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 312(b) of
the Trust Indenture Act.


 


62

















 


SECTION 703.                                                                    Reports
by Trustee.


 


(a)                                  Within
60 days after May 15 of each year commencing with the year following the
first issuance of Securities pursuant to Section 301, if required by Section 313(a) of
the Trust Indenture Act, the Trustee shall transmit pursuant to Section 313(c) of
the Trust Indenture Act, a brief report dated as of such May 15 with
respect to any of the events specified in said Sections, 313(a) and 313(b)(2) which
may have occurred since the later of the immediately preceding May 15
and the date of this Indenture.


 


(b)                                 The
Trustee shall transmit the reports required by Section 313(a) of the
Trust Indenture Act at the times specified therein.


 


(c)                                  Reports
pursuant to this Section shall be transmitted in the manner and to the
Persons required by Sections 313(c) and (d) of the Trust Indenture
Act.


 


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


 


SECTION 704.                                                                    Reports
by Company and the Guarantors.


 


(a)                                  The
Company and each Guarantor, as applicable, pursuant to Section 314(a) of
the Trust Indenture Act, shall:


 


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


 


(2)                                  unless
the Company and the Guarantors furnish information to the Commission in
accordance with Rule 12g3-2(b) under or pursuant to Section 13
or 15(d) of the Exchange Act, the Company and the Guarantors shall
promptly furnish or cause to be furnished such information as is specified
pursuant to Rule 144(d)(4) under the Securities Act (or any successor
provision thereto) to any Holder or beneficial owner of a Security or to a
prospective purchaser of a Security who is designated by such Holder or
beneficial owner and is a qualified institutional buyer (as defined in Rule 144A),
upon the 


 


63

















 


request of such
Holder or beneficial owner or prospective purchaser, in order to permit
compliance by such Holder or beneficial owner with Rule 144A under the
Securities Act.;


 


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


 


(4)                                  transmit
within 30 days after the filing thereof with the Trustee, in the manner and to
the extent provided in Section 313(c) of the Trust Indenture Act,
such summaries of any information, documents and reports required to be filed
by the Company or any Guarantor pursuant to paragraphs (1) and (2) of
this Section as may be required by rules and regulations
prescribed from time to time by the Commission; and


 


(5)                                  transmit
within 30 days after May 15 of each year to the Trustee, a brief
certificate from the principal executive officer, principal financial officer,
principal accounting officer, treasurer or controller of the Company and each
Guarantor as to his or her knowledge of such obligor’s compliance with all
conditions and covenants under the Indenture as determined without regard to
any period of grace or requirement of notice provided under the Indenture;


 


(6)                                  as
soon as available and in any event within 120 days after the end of the fiscal
year of HDFS, a copy of HDFS’ Consolidated balance sheet as of the end of HDFS’
fiscal year and Consolidated statements of income, cash flows and changes in
shareholders’ equity of HDFS for such fiscal year, accompanied by an opinion by
Ernst & Young LLP or other nationally recognized firm of independent
public accountants having been prepared in accordance with GAAP;


 


(7)                                  as
soon as available and in any event within 60 days after the end of each of the
first three quarters of each fiscal year of HDFS, the unaudited Consolidated
balance sheet of HDFS as of the end of such quarter and unaudited Consolidated
statements of income, cash flows and changes in shareholders’ equity of HDFS
for such quarter and for the period commencing at the end of the previous
fiscal year and ending with the end of such quarter; and


 


(8)                                  as
soon as possible, and in any event within five days after the occurrence of
each Event of Default (or an event that, with the passage of time or the giving
of notice, or both, would become an Event of Default) continuing on the date of
such statement, a statement of the chief financial officer of the Company and
the Guarantors setting forth details of such Event of Default or event and the
action that the Company or the Guarantors have taken and proposes to take with
respect thereto.


 


(b)                                 Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from 


 


64

















 


information
contained therein, including the Company’s or any Guarantor’s compliance with
any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Company Officers’ Certificates or any Guarantor’s Officers’
Certificate).


 


ARTICLE EIGHT



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


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


 


The Company shall not merge or consolidate with or
into any other Person or convey, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to
any Person, unless:


 


(1)                                  either
(A) the Company shall be the continuing Person (in the case of a merger),
or (B) the successor Person (if other than the Company) formed by such
consolidation or into which the Company is merged or which acquires by sale,
assignment, transfer, lease or other conveyance all or substantially all the
properties and assets of the Company shall be a corporation organized and
existing under the laws of the United States and shall expressly assume, by an
indenture (or indentures, if at such time there is more than one Trustee)
supplemental hereto, executed by such successor corporation and the Guarantors
and delivered to the Trustee, in form satisfactory to the Trustee, the due
and punctual payment of the principal of, premium, if any, and interest on, and
any Additional Amounts with respect to, all the Outstanding Securities and the
due and punctual performance and observance of every obligation in this
Indenture and the Outstanding Securities on the part of the Company to be
performed or observed;


 


(2)                                  at
the time of such proposed transaction and immediately after giving effect to
such transaction and treating any Indebtedness which becomes an obligation of
the Company and the Guarantors as a result of such transaction as having been
incurred by the Company at the time of 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 occurred and be continuing; and


 


(3)                                  the
Guarantees shall remain in full force and effect; and


 


(4)                                  either
the Company or the successor Person shall have delivered to the Trustee a
Company Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with. No
such consolidation, merger, conveyance, transfer or lease shall be permitted by
this Section unless prior thereto each Guarantor shall have delivered to
the  Trustee a Guarantor’s Officers’
Certificate and an Opinion of  Counsel,
each stating that such Guarantor’s obligations hereunder shall remain in full
force and effect thereafter.


 


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SECTION 802.                                                                    Successor
Person Substituted for Company.


 


Upon any consolidation of the Company with, or merger
of the Company into, any other Person or any conveyance, transfer or lease of
the properties and assets of the Company as an entity or substantially as an
entirety in accordance with Section 801, the successor Person formed by
such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor Person had been named as
the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be released from all obligations and covenants under
this Indenture and the Securities and Coupons.


 


SECTION 803.                                                                    Each
Guarantor May Consolidate, Etc., Only on Certain Terms.


 


Each Guarantor shall not consolidate with or merge
into any other Person (whether or not affiliated with such Guarantor), or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to any other Person (whether or not affiliated
with such Guarantor), unless:


 


(1)                                  either
(A) such Guarantor shall be the continuing Person (in the case of a
merger), or (B) the successor Person (if other than such Guarantors)
formed by such consolidation or into which such Guarantor is merged or which
acquires by sale, assignment, transfer, lease or other conveyance all or
substantially all the properties and assets of such Guarantor shall be a
corporation organized and existing under the laws of the United States and
shall expressly assume, by an indenture (or indentures, if at such time there
is more than one Trustee) supplemental hereto, executed by such successor
corporation and the Company and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of, premium, if
any, and interest on, and any Additional Amounts with respect to, all the
Outstanding Securities and the due and punctual performance and observance of
every obligation in this Indenture and the Guarantees on the part of such
Guarantor to be performed or observed;


 


(2)                                  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;


 


(3)                                  the
Guarantees (other than the Guarantee of such Guarantor (subject to clause 803(1) hereof))
shall remain in full force and effect; and


 


(4)                                  either
such Guarantor or the successor Person shall have delivered to the Trustee a
Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in connection with such transaction, such
supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied
with. No such consolidation, merger, conveyance, transfer or lease shall be
permitted by this Section unless prior thereto each Guarantor shall have
delivered to the Trustee a Guarantor’s Officers’ Certificate and an Opinion of 


 


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Counsel, each
stating that such Guarantor’s obligations hereunder shall remain in full force
and effect thereafter.


 


SECTION 804.                                                                    Successor
Person Substituted for a Guarantor.


 


Upon any consolidation or merger or any conveyance,
transfer or lease of all or substantially all of the properties and assets of
any Guarantor to any Person in accordance with Section 803, the successor
Person formed by such consolidation or into which such Guarantor 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, such Guarantor
under this Indenture with the same effect as if such successor Person had been
named a Guarantor herein, and thereafter, except in the case of a lease to
another Person, the predecessor Person shall be released from all obligations
and covenants under this Indenture.


 


ARTICLE NINE



SUPPLEMENTAL INDENTURES


 


SECTION 901.                                                                    Supplemental
Indentures Without Consent of Holders.


 


Without the consent of any Holders of Securities or
Coupons, the Company, when authorized by or pursuant to a Company Board
Resolution, the Guarantors, when authorized by or pursuant to a Guarantor’s
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto for any of the following
purposes:


 


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


 


(2)                                  to
add to the covenants of the Company or a Guarantor 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 or
a Guarantor with respect to all or any series of the Securities; or


 


(3)                                  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); or


 


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


 


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of the Holders of
Securities of any series or any related Coupons in any material respect;
or


 


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


 


(6)                                  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 610(b); or


 


(7)                                  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 or amend
any other provisions with respect to matters or questions arising under this
Indenture; provided, that such other provisions as may be made shall not
adversely affect the interests of the Holders of Securities of any series or
any related Coupons in any material respect; or


 


(8)                                  to
modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary or helpful to effect the qualification of the Indenture
under the Trust Indenture Act and to modify, eliminate or add to the provisions
of this Indenture to such extent as shall be necessary or helpful to conform to
any mandatory or optional provisions of the Trust Indenture Act as the same may from
time to time be amended; or


 


(9)                                  to
add to, delete from or revise the conditions, limitations and restrictions on
the authorized amount, terms or purposes of issue, authentication and delivery
of Securities, as herein set forth; or


 


(10)                            to
modify, eliminate or add to the provisions of any Security to allow for such
Security to be held in certificated form by the Holder thereof; or


 


(11)                            to
secure the Securities of the applicable series; or


 


(12)                            to
amend or supplement any provision contained herein or in any supplemental
indenture or in any Securities (which amendment or supplement may apply to
one or more series of Securities or to one or more Securities within any series as
specified in such supplemental indenture or indentures), provided that such
amendment or supplement does not apply to any Outstanding Security issued prior
to the date of such supplemental indenture and entitled to the benefits of such
provision; or


 


(13)                            to modify,
delete or add to any of the provisions of this Indenture other than as
contemplated by clauses (1) through (10) of this Section, provided
that any such modification, deletion or addition shall become effective only
with respect to series of Securities established pursuant to Section 301
after the effective date of such modification, deletion or addition; or


 


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(14)                            to add
to or change any of the provisions of this Indenture in connection with the issuance
of any Bearer Securities to comply with United States federal income tax
provisions relating to the deductibility of interest.


 


Any amendment described in clause (7) above made
solely to conform this Indenture to the final offering memorandum provided
to investors in connection with the offering of the Securities by the Company
and the Guarantors will not be deemed to materially and adversely affect the
interests of the Holders of Securities of any series or any related
Coupons.


 


SECTION 902.                                                                    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 each series (voting
together as a single class) affected by such supplemental indenture, by Act of
said Holders delivered to the Company, the Guarantors and the Trustee, the
Company (when authorized by or pursuant to a Company Board Resolution) each
Guarantor (when authorized by or pursuant to a Guarantor’s 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 and any
related Coupons under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,


 


(1)                                  change
the Stated Maturity of the principal of, or premium, if any, or any installment
of interest, if any, on, or any Additional Amounts, if any, with respect to,
any Security, or reduce the principal amount thereof or the rate (or modify the
calculation of such rate) of interest thereon, or reduce any Additional Amounts
payable with respect thereto or any premium payable upon the redemption thereof
or otherwise, or change the obligation of the Company to pay Additional Amounts
pursuant to Section 1004 (except as contemplated by Section 801(1) and
permitted by Section 901(1)), or reduce the amount of the principal of any
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502
or the amount thereof provable in bankruptcy pursuant to Section 504, or
change the Place of Payment where or the coin or currency in which the
principal of, any premium or interest on, or any Additional Amounts with
respect to any Security 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) in each case
as such Stated Maturity, Redemption Date or date for repayment may, if
applicable, be extended in accordance with the terms of such Security or any
Coupon appertaining thereto; or


 


(2)                                  reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture,
or the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or reduce the requirements of Section 1304
for quorum or voting; or


 


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


 


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 of
Securities under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such Act shall
approve the substance thereof.


 


SECTION 903.                                                                    Execution
of Supplemental Indentures.


 


In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee
shall receive, and (subject to Section 315 of the Trust Indenture Act)
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,  a Company Officers’
Certificate and a Guarantor’s Officers’ Certificate of each Guarantor stating
that all conditions precedent to the execution of such supplemental indenture
have been fulfilled. 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.


 


SECTION 904.                                                                    Effect
of Supplemental Indentures.


 


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


 


SECTION 905.                                                                    Conformity
with Trust Indenture Act.


 


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


 


SECTION 906.                                                                    Reference
in Securities to Supplemental Indentures.


 


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


 


70

















 


delivered by the Trustee
or an Authenticating Agent in exchange for Outstanding Securities of such
series.


 


ARTICLE TEN



COVENANTS


 


SECTION 1001.                                                              Payment
of Principal, Premium and Interest.


 


The Company covenants and agrees for the benefit of
each series of Securities that it will duly and punctually pay the
principal of, premium, if any, and interest on or any Additional Amounts
payable in respect of the Securities of that series in accordance with the
terms of the Securities, any Coupons appertaining thereto and this Indenture.
Unless otherwise specified as contemplated by Section 301 with respect to
any series of Securities; any interest due on and any Additional Amounts
payable in respect of Bearer Securities other than Additional Amounts, if any,
payable as provided in Section 1004 in respect of principal of, premium,
if any, on such Security shall be payable only upon presentation and surrender
of the several Coupons for such interest installments as are evidenced thereby
as they severally mature.


 


SECTION 1002.                                                              Maintenance
of Office or Agency.


 


The Company and the Guarantors will maintain in each
Place of Payment for such series (but not Bearer Securities, except as
otherwise provided below, unless such Place of Payment is located outside the
United States) an office or agency where Securities of that series may be
presented or surrendered for payments, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company or the Guarantors in respect of the Securities
of that series and this Indenture may be served. If Securities of a series are
issuable as Bearer Securities, the Company and the Guarantors will maintain,
subject to any laws or regulations applicable thereto, in a Place of Payment
for that series located outside the United States, an office or agency
where 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 1004);
provided, however, that if the Securities of that series are listed on The
Stock Exchange of the United Kingdom and the Republic of Ireland, the
Luxembourg Stock Exchange or any other stock exchange located outside the
United States and such stock exchange shall so require, the Company and the
Guarantors 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. The Company and the Guarantors will give prompt
written notice to the Trustee and the Holders of such series of the
location, and any change in the location, of any such office or agency. If at
any time the Company and the Guarantors 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 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 1004) at the place specified for that purpose pursuant to Section 301,
and the Company 


 


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and the Guarantors hereby
appoints the same as its agent to receive such respective presentations,
surrenders, notices and demands.


 


Except as otherwise specified or contemplated by Section 301,
no payment of principal, premium or interest on Bearer Securities shall be made
at any office or agency of the Company in the United States or by check mailed
to any address in the United States or by transfer to an account maintained
with a bank located in the United States; provided, however, that, if the
Securities of a series are denominated and payable in Dollars, payment of
principal of, premium, if any, and interest on any Bearer Security (including
any Additional Amounts payable on Securities of such series pursuant to Section 1004)
may be made at the office of the Company’s or the Guarantors’ Paying Agent
in the Borough of Manhattan, The City of New York, if (but only if) payment in
Dollars of the full amount of such principal, premium, interest or Additional
Amounts, as the case may be, at all offices or agencies outside the United
States maintained for that purpose by the Company or the Guarantors in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.


 


The Company and the Guarantors 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 or the Guarantors 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 or the Guarantors will give
prompt written notice to the Trustee and the Holders of such series of any
such designation or rescission and of any change in the location of any such
other office or agency.


 


Unless otherwise provided in or pursuant to this
Indenture, the Company hereby designates the Borough of Manhattan, the City of
New York as a Place of Payment for each series of Securities, initially
appoints the Corporate Trust Office of the Trustee in the Borough of Manhattan,
the City of New York as the Company’s Office or Agency in the Borough of
Manhattan, The City of New York for such purpose and initially appoints the
Trustee as the  Security Registrar for
each series of Securities. The Company may subsequently appoint a
different Office or Agency in the Borough of Manhattan, The City of
New York and, as provided in Section 305, may remove and replace
from time to time the Security Registrar.


 


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


 


If the Company shall at any time act as its own Paying
Agent with respect to any series of Securities, it will, on or before each
due date of the principal of, premium, if any, or interest on any of the
Securities of that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal, premium, if any,
interest or Additional Amounts, as the case may be, 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.


 


72

















 


Whenever the Company and the Guarantors shall have one
or more Paying Agents for any series of Securities, it will, on or before
each due date of the principal of, premium, if any, or interest on or any
Additional Amounts with respect to any Securities of that series, deposit with
a Paying Agent a sum (in the currency or currencies, currency unit or units or
composite currency or currencies described in the preceding paragraph)
sufficient to pay the principal, premium, if any, interest and additional
Amounts so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Company and the Guarantors will promptly
notify the Trustee of its action or failure so to act.


 


The Company and the Guarantors 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:


 


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


 


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


 


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


 


The Company or the Guarantors 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 or Guarantor 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.


 


Except as otherwise provided hereby or pursuant
hereto, 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, premium, if any,
or interest on or Additional Amounts with respect to any Security of any series or
any related Coupon and remaining unclaimed for two years after such principal,
premium, if any, or interest or Additional Amount has become due and payable
shall be paid to the Company on Company Request, (or if deposited by any
Guarantor, paid to such Guarantor on Guarantor Request), or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security or any Coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to the Company and the Guarantors for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of 


 


73

















 


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 direction of the Company or a Guarantor in the case of
Bearer Securities cause to be published once, in an Authorized Newspaper in
each Place of Payment, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company or the Guarantors, as the case may be.


 


SECTION 1004.                                                              Additional
Amounts.


 


If the Securities of a series provide for the
payment of Additional Amounts, the Company and the Guarantors will pay to the
Holder of any Security of such series or any Coupon appertaining thereto
Additional Amounts as provided 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.


 


Except as otherwise provided herein or pursuant
hereto, 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’
certificates, the Company or the Guarantors, as the case may be, will furnish
the Trustee and the principal Paying Agent or Paying Agents, if other than the
Trustee, with a Company Officers’ Certificate or a Guarantor’s Officers’
Certificate, as the case may be, 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 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 Company Officers’ Certificate or
Guarantor’s Officers’ Certificate, as the case may be, 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 such Paying Agent
the Additional Amounts required by the terms of such Securities. The Company
and the Guarantors covenant 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 arising out of or
in connection with actions taken or omitted by any of them in reliance on any
Company Officers’ Certificate or Guarantor’s Officers’ Certificate furnished
pursuant to this Section.


 


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SECTION 1005.                                                              Limitation
on Liens.


 


The Company and the Guarantors will not, nor will they
permit any Subsidiary to issue or assume any Indebtedness secured by a Lien
upon any Property (now owned or hereinafter acquired) of the Company or the
Guarantors or any Subsidiary without in any such case effectively providing
concurrently with the issuance or assumption of any such Indebtedness that all
of the Securities of any applicable series outstanding (together with, if
the Company or the Guarantors shall so determine, any other Indebtedness of the
Company or the Guarantors or any Subsidiary ranking equally with the applicable
series of Securities then existing or thereafter created) shall be secured
equally and ratably with such Indebtedness. The restrictions set forth in the
immediately preceding sentence will not, however, apply if the aggregate amount
of Indebtedness issued or assumed by the Company, the Guarantors or the
Subsidiaries and so secured by Liens, together with all other Indebtedness of
the Company, the Guarantors or the Subsidiaries which (if originally issued or
assumed at such time) would otherwise be subject to such restrictions, but not
including Indebtedness permitted to be secured under clauses (i) through
(xiii) of the immediately following paragraph, does not at the time exceed 15 %
of the Consolidated Net Tangible Assets.


 


The restrictions set forth above shall not apply to
Indebtedness secured by:


 


(i)                                     Liens
existing on the date of the original issuance of the applicable series of
Securities;


 


(ii)                                  Liens
on any Property of any company existing at the time such company becomes a
Subsidiary, which Liens are not created in contemplation of such company
becoming a Subsidiary;


 


(iii)                               Liens
on any Property existing at the time such Property is acquired by the Company,
any Guarantor or a Subsidiary, or Liens to secure the payment of all or any part of
the purchase price of such Property upon the acquisition of such Property by
the Company, any Guarantor or a Subsidiary or to secure any Indebtedness
incurred prior to, at the time of, or within 180 days after, the later of the
date of acquisition of such Property and the date such Property is placed in
service, for the purpose of financing all or any part of the purchase
price thereof, or Liens to secure any Indebtedness incurred for the purpose of
financing the cost to the Company, any Guarantor or a Subsidiary of
improvements to such acquired Property or to secure any Indebtedness incurred
for the purpose of financing all or any part of the purchase price of the
cost of construction of the Property subject to such Liens;


 


(iv)                              Liens
securing any Indebtedness of a Subsidiary owing to the Guarantors or to another
Subsidiary;


 


(v)                                 Liens
created in connection with a securitization or other asset-based financing;


 


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(vi)                              Liens
with respect to the payment of taxes, assessments or governmental charges in
all cases which are not yet due or which are being contested in good faith;


 


(vii)                           statutory
Liens of landlords and Liens of suppliers, mechanics, carriers, materialmen,
warehousemen or workmen and other similar Liens imposed by law created in the
ordinary course of business for amounts not yet due or which are being
contested in good faith;


 


(viii)                        Liens
incurred or deposits made in the ordinary course of business in connection with
worker’s compensation, unemployment insurance or other types of social security
benefits or to secure the performance of bids, tenders, sales, contracts (other
than for the repayment of borrowed money), surety, appeal and performance
bonds;


 


(ix)                                Liens
arising with respect to zoning restrictions, easements, licenses, reservations,
covenants, rights-of-way, utility easements, building restrictions and other
similar charges or encumbrances on the use of real property which do not
interfere with the ordinary conduct of the business of the Company, the
Guarantors or any of their Subsidiaries;


 


(x)                                   Liens
of attachment or judgment with respect to judgments, writs or warrants of
attachment, or similar process against the Company, any Guarantor or any
Subsidiary;


 


(xi)                                Liens
arising from leases, subleases or licenses granted to others which do not
interfere in any material respect with the business of the Company, the
Guarantors or any Subsidiary;


 


(xii)                             any
interest or title of the lessor in the Property subject to any operating lease
entered into by the Company, any Guarantor or any Subsidiary in the ordinary
course of business;


 


(xiii)                          Liens,
if any, in connection with any sale/leaseback transaction; and


 


(xiv)                         any
extension, renewal or replacement (or successive extensions, renewals or
replacements) in whole or in part of any Lien referred to in the foregoing
clauses (i) - (xiii); provided, however, that such new Lien is limited to
the Property which was subject to the prior Lien immediately before such
extension, renewal or replacement, and provided, further, that the principal
amount of Indebtedness secured by the prior Lien immediately before such
extension, renewal or replacement is not increased.


 


SECTION 1006.                                                              Existence.


 


Subject to Article Eight, the Company and each of
the Guarantors will do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence, 


 


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rights (charter and
statutory) and franchises; provided, however, that the Company or the
Guarantors shall not be required to preserve any such right or franchise if the
Company’s Board of Directors or the applicable Guarantor’s Board of Directors
shall determine that the preservation thereof is no longer desirable in the conduct
of its respective businesses and that the loss thereof is not disadvantageous
in any material respect to any Holder.


 


SECTION 1007.                                                              Payment
of Taxes and Other Claims.


 


The Company and each of the Guarantors will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon the Company, each of the Guarantors or any of their respective
subsidiaries or upon the income, profits or property of the Company, the
Guarantors or any of their respective subsidiaries, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, may by law
become a Lien upon the property of the Company, the Guarantors or any of their
respective subsidiaries (other than Liens permitted by Section 1005);
provided, however, that neither the Company nor either of the Guarantors shall
be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim (or any interest, penalties or fines realting
thereto) whose amount, applicability or validity is being contested in good
faith by appropriate proceedings.


 


SECTION 1008.                                                              Change
in Nature of Business.


 


Neither the Company nor any Guarantor will make any
material change in the nature of their business as carried on at the initial
date of the issuance of the Securities.


 


SECTION 1009.                                                              Accounting
Changes.


 


Neither the Company nor any Guarantor will make or
permit, or permit any of its Subsidiaries to make or permit, any change in accounting
policies or reporting practices, except as required or permitted by GAAP.


 


SECTION 1010.                                                              Waiver
of Certain Covenants.


 


The Company or the Guarantors may omit in any
particular instance to comply with any term, provision or condition set forth
in Sections 1002 to 1009, inclusive, with respect to the Securities of any series if
before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such series shall, by
Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company or the Guarantors and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.


 


SECTION 1011.                                                              Calculation
of Original Issue Discount.


 


The Company shall file with the Trustee promptly at
the end of each calendar year (i) a written notice specifying the amount
of original issue discount, if any (including daily rates and accrual periods),
accrued on Outstanding Securities as of the end of such year and (ii) such
other 


 


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specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.


 


ARTICLE ELEVEN



REDEMPTION OF SECURITIES


 


SECTION 1101.                                                              Applicability
of Article.


 


Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms
and (except as otherwise provided herein or therein pursuant hereto) in
accordance with this Article.


 


SECTION 1102.                                                              Election
to Redeem; Notice to Trustee.


 


The election of the Company to redeem any Securities
shall be evidenced by either a Company Board Resolution or a Company Officers’
Certificate. In the case of any redemption at the election of the Company of
Securities of any series, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed. In the
case of any redemption of Securities (i) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (ii) pursuant to an election of the
Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with a Company Officers’
Certificate evidencing compliance with such restriction or condition.


 


SECTION 1103.                                                              Selection
by Trustee of Securities to Be Redeemed.


 


If less than all the Securities of any series with
identical terms and conditions are to be redeemed, the particular Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by lot or by such other 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 of that series or any integral multiple thereof) of the
principal amount of Registered Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series.
Notwithstanding the preceding sentence, if the list of Holders of Securities of
any series to be redeemed is maintained by computer or other data
processing equipment by a Security Registrar, a Paying Agent or another Person
authorized to maintain such a list under this Indenture, the Trustee may, and
if reasonably requested by the Company shall, utilize the computer or data
processing equipment of such Security Registrar, Paying Agent or other
authorized Person for the purpose of determining by lot or by such other method
as the Trustee shall deem fair and appropriate the Securities to be redeemed.
No partial redemption shall reduce the portion of the principal amount of a
Registered Security of a series not redeemed to less than the minimum
denominations for a Security of such series established herein pursuant
hereto.


 


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


 


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


 


SECTION 1104.                                                              Notice
of Redemption.


 


Notice of redemption shall be given in the manner
provided in Section 106 to the Holders of Securities to be redeemed not
less than 30 nor more than 60 days prior to the Redemption Date unless a
shorter period is specified pursuant to Section 301 with respect to the
Securities to be redeemed.


 


Failure to give notice by mailing in the manner herein
provided to the Holder of any Registered Securities designated for redemption
as a whole or in part, or any defect in the notice to any such Holder, shall
not affect the validity of the proceedings for the redemption of any other
Securities or portion thereof.


 


Any notice that is mailed to the Holder of any
Registered Securities in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not such Holder receives the
notice.


 


All notices of redemption shall identify the Securities to be redeemed
and state:


 


(1)                                  the
Redemption Date,


 


(2)                                  the
Redemption Price,


 


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


 


(4)                                  in
case any Security is to be redeemed in part only, the notice which relates
to such Security shall state that on and after the Redemption Date, upon
surrender of such Security, the Holder of such Security will receive, without
charge, a new Security or Securities of authorized denominations for the
principal amount thereof remaining unredeemed,


 


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


 


(6)                                  the
place or places where such Securities, together in the case of Bearer
Securities with all Coupons appertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption Price,


 


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


 


(8)                                  that,
unless otherwise specified in such notice, Bearer Securities of any series, if
any, surrendered for redemption must be accompanied by all Coupons maturing
subsequent to the date fixed for redemption or the amount of any such missing
Coupon or Coupons will be deducted from the Redemption Price, unless security
or indemnity satisfactory to the Company, the Trustee and any Paying Agent is
furnished,


 


(9)                                  if
Bearer Securities of any series are to be redeemed and no Registered
Securities of such series are to be redeemed, and if such Bearer
Securities may be exchanged for Registered Securities not subject to
redemption on the Redemption Date pursuant to Section 305 or otherwise,
the last date, as determined by the Company, on which such exchanges may be
made, and


 


(10)                            the
CUSIP number or the Euroclear or Clearstream, Luxembourg reference numbers of
the Securities to be so redeemed, if any.


 


A notice of redemption published as contemplated by Section 106
need not identify particular Registered Securities to be redeemed.


 


Notice of redemption of Securities to be redeemed at
the election of the Company shall be given by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the Company, in which
event the Company shall provide the Trustee with the information required by
Clauses (1) through (10) above.


 


If at the time notice of redemption shall be given the
Company shall not have deposited with a Paying Agent and/or irrevocably
directed the Trustee or a Paying Agent to apply, from money held by it
available to be used for the redemption of Securities which are to be redeemed,
an amount in cash sufficient to redeem all of the Securities called for redemption,
including accrued interest and Additional Amounts to the Redemption Date, such
notice shall state that it is subject to the receipt of the redemption monies
by the Trustee or a Paying Agent on or before the Redemption Date and such
notice shall be of no effect unless such monies are so received before such
date.


 


SECTION 1105.                                                              Deposit
of Redemption Price.


 


At or before 10:00 a.m., New York City time, on
any Redemption Date, the Company shall deposit with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on and any Additional Amounts with respect
thereto, all the Securities which are to be redeemed on that date. The Paying
Agent shall provide notice to the Trustee of such deposit.


 


SECTION 1106.                                                              Securities
Payable on Redemption Date.


 


Notice of redemption having been given as aforesaid if
required pursuant to the terms of the Securities being redeemed, the Securities
so to be redeemed shall, on the Redemption Date, 


 


80

















 


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) such Securities shall cease to bear interest and the Coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest
(and any Additional Amounts) to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of Coupons for such interest; and provided, further,
that, unless otherwise specified as contemplated by Section 301,
installments of interest on Registered Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.


 


If any Bearer Security surrendered for redemption
shall not be accompanied by all appurtenant Coupons maturing after the
Redemption Date, such Security may be paid after deducting from the
Redemption Price an amount equal to the face amount of all such missing
Coupons, or the surrender of such missing Coupon or Coupons may be waived
by the Company and the Trustee or Authenticating Agent 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 Authenticating Agent 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 and any Additional Amounts payable with respect
thereto shall be payable only at an office or agency located outside the United
states (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation
and surrender of those Coupons.


 


If any Security called for redemption shall not be so
paid upon surrender thereof for redemption, the principal, and premium, if any,
shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security or, if no rate is prescribed therefor in
the Security, at the rate of interest, if any, borne by such Security..


 


SECTION 1107.                                                              Securities
Redeemed in Part.


 


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


 


81

















 


unredeemed portion of the
principal of the Security so surrendered. If a Security in global form is
so surrendered, the Company shall execute, and the Trustee shall authenticate
and deliver to the U.S. Depositary or other Depository for such Security in
global form as shall be specified in the Company Order with respect
thereto to the Trustee, without service charge, a new Security in global form in
a denomination equal to and in exchange for the unredeemed portion of the
principal of the Security in global form so surrendered.


 


However, if less than all the Securities of any series with
differing issue dates, interest rates and stated maturities are to be redeemed,
the Trustee will select the notes or portions thereof to be redeemed. In this
case, the Trustee will select the particular notes or portions thereof for
redemption from the outstanding notes not previously called by lot, pro rata or by any other method the Trustee considers fair
and appropriate.


 


ARTICLE TWELVE



SINKING FUNDS


 


SECTION 1201.                                                              Applicability
of Article.


 


The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of a series,
except as otherwise specified as contemplated by Section 301 for
Securities of such series.


 


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


 


SECTION 1202.                                                              Satisfaction
of Sinking Fund Payments with Securities.


 


The Company (1) may deliver Outstanding
Securities of a series (other than any previously called for redemption),
together in the case of any Bearer Securities of such series with all
unmatured Coupons appertaining thereto, and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be
made pursuant to the terms of such Securities as provided for by the terms of
such series; provided, that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by
the Security Registrar at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly. If, as a result of the delivery or
credit of Securities of any series in lieu of cash payments pursuant to
this Section 1202, the principal amount of Securities of such series to



 


82

















 


be redeemed in order to
satisfy the remaining sinking fund payment shall be less than $100,000, the
Trustee need not call Securities of such series for redemption, except
upon Company Request, and such cash payment shall be held by the Trustee or a
Paying Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall at the request of the
Company from time to time pay over and deliver to the Company any cash payment
so being held by the Trustee or such Paying Agent upon delivery by the Company
to the Trustee of Securities of that series purchased by the Company
having an unpaid principal amount equal to the cash payment requested to be
released to the Company.


 


SECTION 1203.                                                              Redemption
of Securities for Sinking Fund.


 


Not less than 75 days prior to each sinking fund
payment date for Securities of any series, the Company will deliver to the
Trustee a Company Order specifying the amount of the next ensuing sinking fund
payment for such Securities pursuant to the terms of such Securities, 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 of that series pursuant to Section 1202 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 Security Registrar any Securities to be so
credited and not theretofore delivered. If such Company Order 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 60 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in or permitted by Section 1103 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Sections 1106 and 1107.


 


ARTICLE THIRTEEN



MEETINGS OF HOLDERS OF SECURITIES


 


SECTION 1301.                                                              Purposes
for Which Meetings May Be Called.


 


A meeting of Holders of Securities of any or all series may be
called at any time and from time to time pursuant to this Article to make,
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be made, given or taken by
Holders of Securities of such series.


 


SECTION 1302.                                                              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 1301, to be held at such time and at such
place in the Borough of Manhattan, The City of New York, or if the Securities
of such series are issued as Bearer Securities, in London or such other
place outside of the United States 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 


 


83

















 


proposed to be
taken at such meeting, shall be given, in the manner provided in Section 106,
not less than 20 nor more than 180 days prior to the date fixed for the
meeting.


 


(b)                                 In
case at any time the Company, pursuant to a Company Board Resolution, a
Guarantor, pursuant to a Guarantor’s Board Resolution or the Holders of at
least 10% in aggregate 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 1301, 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 20 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, or in London, as the
case may be, for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in subsection (a) of
this Section.


 


SECTION 1303.                                                              Persons
Entitled to Vote at Meetings.


 


To be entitled to vote at any meeting of Holders of
Securities of any series, a Person shall be (1) a Holder of one or more
Outstanding Securities of such series, or (2) a Person appointed by an
instrument in writing as proxy for a Holder or Holders of one or more
Outstanding Securities of such series by such Holder 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, any representative of a Guarantor and its counsel and any representatives
of the Company and its counsel.


 


SECTION 1304.                                                              Quorum;
Action.


 


The Persons entitled to vote a majority in aggregate
principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of not less than 66-2/3% in aggregate principal amount of
the Outstanding Securities of a series, the Persons entitled to vote 66-2/3% in
aggregate principal amount of the Outstanding Securities of such series shall
constitute a quorum. In the absence of a quorum within 30 minutes of the time
appointed for any such meeting, the meeting shall, if convened at the request
of Holders of Securities of such series, be dissolved. In any other case, the
meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than
10 days as determined by the chairman of the meeting prior to the adjournment
of such adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 1302(a), except that such notice
need be given only once not less than five days prior to the date on which the
meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall 


 


84

















 


state expressly the
percentage, as provided above, of the aggregate principal amount of the
outstanding Securities of such series which shall constitute a quorum.


 


Except as limited by the proviso to Section 902,
any resolution presented to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted by the affirmative
vote of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of that series; provided, however, that, except as
limited by the proviso to Section 902, any resolution with respect to any
consent or waiver which this Indenture expressly provides may be given by
the Holders of not less than 66-2/3% in aggregate principal amount of the
outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly convened and at which a quorum is present as aforesaid
only by the affirmative vote of the Holders of 66-2/3% in aggregate principal
amount of the outstanding Securities of that series; and provided, further,
that, except as limited by the proviso to Section 902, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be
made, given or taken by the Holders of a specified percentage, which is less
than a majority, in aggregate principal amount of the Outstanding Securities of
a series may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the affirmative
vote of the Holders of such specified percentage in aggregate principal amount
of the Outstanding Securities of that series.


 


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


 


SECTION 1305.                                                            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 104
and the appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104
to certify to the holding of Bearer Securities. Such regulations may provide
that written instruments appointing proxies, regular on their face, may be
presumed valid and genuine without the proof specified in Section 104 or
other proof.


 


(b)                                 The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1302(b), in which case the Company, a
Guarantor or the Holders of Securities of the series calling the meeting,
as the case may be, shall appoint a temporary chairman. A permanent
chairman and a permanent secretary 


 


85

















 


of the meeting
shall be elected by vote of the Persons entitled to vote a majority in
aggregate 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 and each 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 as a proxy.


 


(d)                                 Any
meeting of Holders of Securities of any series duly called pursuant to Section 1302
at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in aggregate principal amount of the Outstanding
Securities of such series represented at the meeting; and the meeting may be
held as so adjourned without further notice.


 


SECTION 1306.                                                              Counting
Votes and Recording Action of Meetings.


 


The vote upon any resolution submitted to any meeting
of Holders of Securities of any series shall be by written ballots on
which shall be subscribed the signatures of the Holders of Securities of such series or
of their representatives by proxy and the principal amounts and serial numbers
of the Outstanding Securities of such series held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate of the proceedings of each meeting of Holders of Securities of any series shall
be prepared by the secretary of the meeting and there shall be attached to such
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 such a
notice was given as provided in Section 1302 and, if applicable, Section 1304.
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 the Guarantors, 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 FOURTEEN



GUARANTEES


 


SECTION 1401.                                                              Guarantees.


 


Subject to the provisions of this Article Fourteen,
the Guarantors hereby irrevocably and unconditionally guarantee, jointly and
severally, on a senior basis to each Holder of a Security authenticated and
delivered hereunder and to the Trustee the due and punctual payment of the 


 


86

















 


principal of, any premium
and interest on, and any Additional Amounts with respect to such Security and
the due and punctual payment of the sinking fund payments (if any) provided for
pursuant to the terms of such Security, when and as the same shall become due
and payable, whether at maturity, by acceleration, redemption, repayment or
otherwise, and the due and punctual payment of interest on overdue principal of
and premium, if any, and interest, if any, on the Securities, to the extent
lawful, in accordance with the terms of such Security and of this Indenture,
and the due and punctual performance of all other obligations of the Company,
to the Holders or the Trustee all in accordance with the terms of the
Securities and this Indenture (the foregoing, collectively, the “Guaranteed
Obligations”). In case of the failure of the Company punctually to pay any such
principal, premium, interest, Additional Amounts, sinking fund payment or other
amounts, each Guarantor hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether at
maturity, upon acceleration, redemption, repayment or otherwise, and as if such
payment were made by the Company.


 


Each Guarantor hereby agrees that its obligations
hereunder shall be as principal and not merely as surety, and shall be
absolute, irrevocable and unconditional, irrespective of, and shall be
unaffected by, any invalidity, irregularity or unenforceability of any Security
or this Indenture, any failure to enforce the provisions of any Security or
this Indenture, or any waiver, modification, consent or indulgence granted with
respect thereto by the Holder of such Security or the Trustee, the recovery of
any judgment against the Company or any action to enforce the same, or any
other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger, insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with respect to any
such Security or the Indebtedness evidenced thereby and all demands whatsoever,
and covenants that no Guarantee will be discharged except by payment in full of
the principal of, any premium and interest on, and any Additional Amounts and
sinking fund payments required with respect to, the Securities and the complete
performance of all other obligations contained in the Securities and this
Indenture.


 


The maturity of the obligations guaranteed hereby may be
accelerated as provided in Article Five for the purposes of this Article Fourteen.
In the event of any declaration of acceleration of such obligations as provided
in Article Five, such obligations (whether or not due and payable) shall
forthwith become due and payable by each Guarantor for the purpose of this Article Fourteen.
In addition, without limiting the foregoing provisions, upon the effectiveness
of an acceleration under Article Five, the Trustee shall promptly make a
demand for payment on the Securities under each Guarantee provided for in this Article Fourteen.


 


If the Trustee or the Holder of any Security is
required by any court or otherwise to return to the Company or any Guarantor,
or any custodian, receiver, liquidator, trustee, sequestrator or other similar
official acting in relation to the Company or any Guarantor, any amount paid to
the Trustee or such Holder in respect of a Security, any Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect. Each
Guarantor further agrees, to the fullest extent that it may lawfully do
so, that, as between it, on the one hand, and the Holders and the Trustee, on
the other hand, the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article Five hereof for the purposes of each
Guarantee, 


 


87

















 


notwithstanding any stay,
injunction or other prohibition issued or imposed under any applicable
bankruptcy law preventing such acceleration in respect of the obligations
guaranteed hereby.


 


Until this Indenture is discharged and all of the
Securities are discharged and paid in full, each Guarantor hereby irrevocably
waives and agrees not to exercise any claim or other rights which it may now
or hereafter acquire against the Company that arise from the existence,
payment, performance or enforcement of the Company’s obligations under the
Securities or this Indenture and such Guarantor’s obligations under this
Guarantee and this Indenture, in any such instance including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution,
indemnification, and any right to participate in any claim or remedy against
the Company, whether or not such claim, remedy or right arises in equity, or
under contract, statute or common law, including, without limitation, the right
to take or receive from the Company, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account
of such claim or other rights. If any amount shall be paid to any Guarantor in
violation of the preceding sentence and any amounts owing to the Trustee or the
Holders of Securities under the Securities, this Indenture, or any other
document or instrument delivered under or in connection with such agreements or
instruments, shall not have been paid in full, such amount shall be deemed to
have been paid to such Guarantor for the benefit of, and held in trust for the
benefit of, the Holders of the Securities, and shall forthwith be paid to the
Trustee for the benefit of such Holders to be credited and applied to the
Securities, whether matured or unmatured, in accordance with the terms of this
Indenture. Each Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and
that the waiver set forth in this Section is knowingly made in
contemplation of such benefits.


 


Anything to the contrary in this Indenture
notwithstanding, each Guarantee by a Guarantor shall be, and hereby is, limited
to the maximum amount that can be guaranteed by the applicable Guarantor
without rendering such Guarantee, as it relates to such Guarantor, voidable
under any applicable law relating to fraudulent conveyance, fraudulent transfer
or similar laws affecting the rights of creditors generally.


 


Each Guarantee set forth in this Section 1401
shall not be valid and obligatory for any purpose with respect to a Security
until the certificate of authentication of such Security shall have been signed
by or on behalf of the Trustee or any Authenticating Agent.


 


Each Guarantee is a guarantee of payment and not of
collection.


 


SECTION 1402.                                                              Operation
of Guarantees.


 


By execution of this Agreement or a supplemental
indenture and upon delivery of a Guarantor’s Order to the Trustee by the
Guarantors prior to the issuance of any Security of a series, the Guarantee of
each Guarantor in respect of such Securities shall be set forth in Section 1401
and shall be effective for all purposes upon authentication of such Security by
or on behalf of the Trustee and shall not require any Guarantor’s endorsement
on the Securities.


 


88

















 


SECTION 1403.                                                              Release
of Guarantee.


 


Concurrently with the payment in full of all of the
Guaranteed Obligations, the Guarantors shall be released from and relieved of
their obligations under this Article Fourteen. Upon the delivery by the
Company to the Trustee of a Company Officers’ Certificate and, if requested by
the Trustee, an Opinion of Counsel to the effect that the transaction giving
rise to the release of such obligations was made by the Company in accordance
with the provisions of this Indenture and the Securities, the Trustee shall
execute any documents reasonably required in order to evidence the release of
the Guarantors from their obligations. If any of the Guaranteed Obligations are
revived and reinstated after the termination of this Guarantee, then all of the
obligations of the Guarantors under this Guarantee shall be revived and
reinstated as if this Guarantee had not been terminated until such time as the
Guaranteed Obligations are paid in full, and the Guarantors shall enter into an
amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing
such revival and reinstatement.


 


ARTICLE FIFTEEN



SECURITIES IN FOREIGN CURRENCIES


 


SECTION 1501.                                                              Applicability
of Article.


 


Whenever this Indenture provides for (i) any
action by, or the determination of any of the rights of, Holders of Securities
of any series in which not all of such Securities are denominated in the
same currency or (ii) any distribution to Holders of Securities of any series in
which not all of such Securities are denominated in the same currency, in the
absence of any provision to the contrary in or pursuant to this Indenture or
the Securities of such series, any amount in respect of any Security
denominated in a currency other than Dollars shall be treated for any such
action, determination or distribution as that amount of Dollars that could be
obtained for such amount on such reasonable basis of exchange and as of the
record date with respect to Registered Securities of such series (if any)
for such action, determination or distribution (or, if there shall be no
applicable record date, such other date reasonably proximate to the date of
such distribution) as the Company may specify in a written notice to the
Trustee or, in the absence of such written notice, as the Trustee may determine.


 


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


 


	
   

  	
  HARLEY-DAVIDSON FUNDING CORP.

  
	
   

  	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON FINANCIAL

  
	
   

  	
  SERVICES, INC.

  
	
   

  	
   

  	
  as a Guarantor

  
						



 


89

















 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON CREDIT CORP.

  
	
   

  	
   

  	
  as a Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BNY MIDWEST TRUST COMPANY,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


90

















 


	
  STATE OF

  	
  )

  
	
   

  	
  :

  	
  ss.:

  
	
  COUNTY OF

  	
  )

  
				



 


On the       day of           ,
2003, before me personally came                 
, to me known, who., being by me duly sworn, did depose and say that he is  of HARLEY-DAVIDSON FUNDING CORP., one of the
corporations described in and which executed the foregoing instrument and that
he signed his name thereto by like authority.


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public, State of

  
	
   

  	
  My Commission Expires

  



 


	
  STATE OF New York

  	
  )

  
	
   

  	
  :

  	
  ss.:

  
	
  COUNTY OF New York

  	
  )

  



 


On the [     ]th day of [     ],
2003, before me personally came [     ], to me known,
who., being by me duly sworn, did depose and say that she is [     ]
of BNY MIDWEST TRUST COMPANY one of the corporations described in and which
executed the foregoing instrument and that she signed her name thereto by like
authority.


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public, State of New York

  
	
   

  	
  Commission Expires

  



 


91

















 


Exhibit A-1


 


[Form of 144A Global Note]


 


HARLEY-DAVIDSON
FUNDING CORP.

MEDIUM-TERM NOTES, SERIES A


 


Fully and
Unconditionally Guaranteed, Jointly and Severally, by

Harley-Davidson Financial Services, Inc. and Harley-Davidson Credit Corp.


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES
LAWS OF ANY OTHER JURISDICTION, AND, ACCORDINGLY, NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY OTHER APPLICABLE
JURISDICTION. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS SECURITY OR ANY INTEREST
OR PARTICIPATION HEREIN (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT
IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN
ACCREDITED INVESTOR WITHIN THE MEANING OF 501(a)(1), (2), (3), (7) OR (8) UNDER
THE SECURITIES ACT (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE
LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k)
OF THE SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL
ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY
WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR 


 


A-1-1

















 


PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH
LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN
APPLICABLE LAW, ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE
HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, AS DEFINED IN RULE 144A,
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF
RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH
INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, THAT, PRIOR TO SUCH TRANSFER FURNISHES (OR HAS FURNISHED ON ITS
BEHALF BY A U.S. BROKER DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE FOR THIS SECURITY), (D) PURSUANT TO OFFERS AND SALES TO NON-US
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S
UNDER THE SECURITIES ACT, (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (F) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES
THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS
AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN
ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.


 


THE HOLDER OF THIS SECURITY WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED
HEREBY OF THE RESALE RESTRICTIONS SET FORTH ABOVE.


 


A-1-2

















 


HARLEY-DAVIDSON FUNDING
CORP.

MEDIUM-TERM NOTES, SERIES A


 


   %
Notes due   


 


Fully and Unconditionally
Guaranteed, Jointly and Severally, by

Harley-Davidson Financial Services, Inc. and Harley-Davidson Credit Corp.


 


	
  No.      

  	
   

  	
   

  	
  Principal Amount
  $                           

  
	
  CUSIP No.                 

  	
   

  	
   

  	
  as revised by
  the Schedule of

  
	
  ISIN No.                    

  	
   

  	
   

  	
  Increases and
  Decreases in Global

  
	
  Common Code
             

  	
   

  	
   

  	
  Security
  attached hereto

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Issue Price:

  	
   

  	
  Maturity Date:

  
	
   

  	
   

  	
   

  
	
  Original Issue
  Date:

  	
   

  	
  Index Maturity:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o Original
  Issue Discount Note

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Total Amount of
  OID:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Yield to
  Maturity:

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Initial Accrual
  Period OID:

  
	
   

  	
   

  	
   

  	
   

  
	
  o Fixed
  Rate

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Interest
  Rate:

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Interest Rate
  Basis:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
          
  CD Rate

  	
   

  	
  Specified
  Currency (if other than U.S. dollars):

  
	
   

  	
   

  	
   

  
	
          
  CMT Rate

  	
   

  	
   

  
	
   

  	
  Designated CMT
  Moneyline Telerate Page:

  	
   

  	
   

  
	
   

  	
  Designated CMT
  Maturity Index:

  	
   

  	
  Option To
  Receive Payments In Specified Currency (non-U.S. dollar denominated Note):

  
	
   

  	
   

  	
   

  	
   

  
	
          
  Commercial Paper Rate

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
          
  Federal Funds Rate

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
          
  LIBOR

  	
   

  	
   

  
	
   

  	
  o LIBOR
  Reuters:

  	
   

  	
  Authorized
  Denomination:

  
	
   

  	
  o LIBOR
  Moneyline Telerate:

  	
   

  	
   

  
	
   

  	
  o LIBOR
  Currency:

  	
   

  	
   

  
								



 


A-1-3

















 


	
   

  	
  oIndex
  Maturity:

  	
   

  	
  Place of
  Payment:

  
	
   

  	
  oDesignated
  LIBOR Page:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
          
  Prime Rate

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
          
  Treasury Rate

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
          
  Other

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Spread (Plus Or
  Minus):

  	
   

  	
  Initial
  Redemption Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Initial
  Redemption Percentage:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Annual
  Redemption Percentage Reduction:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Repayment Date:

  
	
   

  	
   

  	
   

  
	
  Spread
  Multiplier:

  	
  %

  	
   

  	
  Renewable:  oYes     o No

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Extendible: o Yes     o No

  
	
   

  	
   

  	
   

  
	
  Interest
  Category:

  	
   

  	
   

  
	
  o Regular
  Floating Rate Note

  	
   

  	
  Final Maturity
  Date:

  
	
   

  	
   

  	
   

  
	
  o Floating
  Rate/Fixed Rate Note

  	
   

  	
   

  
	
   

  	
  Fixed Rate
  Commencement Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Fixed
  Interest Rate:

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  oInverse
  Floating Rate Note

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Initial Interest
  Reset Date:

  	
   

  	
  Maximum Interest
  Rate:

  	
  %

  
	
   

  	
   

  	
   

  
	
  Interest Reset Dates:

  	
   

  	
  Minimum Interest
  Rate:

  	
  %

  
	
   

  	
   

  	
   

  
	
  Interest Payment
  Dates (in the case of a Floating Rate Note and, in the case of a Fixed Rate
  Note, other than as set forth below):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Regular Record
  Dates (if other than as set forth below):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Interest Determination
  Dates:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Additional
  Amounts applicable for Company:

  	
   

  	
   

  
	
  o Yes

  	
   

  	
   

  
	
  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Additional
  Amounts applicable for Guarantors:

  	
   

  	
   

  
							



 


A-1-4

















 


	
  o Yes

  	
   

  	
   

  
	
  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Addendum
  Attached

  	
   

  	
  Other
  Provisions:

  
	
  o Yes

  	
   

  	
   

  
	
  o No
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Authorized
  Denomination (only if non-U. S. dollar denominated Note):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Calculation
  Agent (if other than the Trustee):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Interest Payment
  Period:

  	
   

  	
   

  



 


Harley-Davidson Funding Corp., a corporation duly
organized under the laws of the State of Nevada (herein called the “Company,”
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the Principal Amount specified above, as revised by
the Schedule of Increases and Decreases in Global Security attached
hereto, on the Maturity Date specified above and to pay to the registered
holder of this Note (the “Holder”) interest on said Principal Amount at a rate
per annum specified above and upon the terms provided below under either the
heading “Provisions Applicable to Fixed Rate Notes Only” or “Provisions
Applicable to Floating Rate Notes Only.”


 


This Note is one of a duly authorized issue of notes
of the Company (herein referred to as the “Notes”), all issued or to be issued
in one or more series under an indenture, dated as of November     ,
2003 (as may be supplemented from time to time, the “Indenture”), among
the Company, Harley-Davidson Financial Services, Inc., Harley-Davidson
Credit Corp., (each of Harley-Davidson Financial Services, Inc. and
Harley-Davidson Credit Corp. being a “Guarantor” and, collectively, the “Guarantors”)
and BNY Midwest Trust Company, as trustee (the “Trustee,” which term includes
any successor trustee under the Indenture), to which Indenture reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Trustee, the Company, the Guarantors
and the Holders of the Notes and of the terms upon which the Notes are, and are
to be, authenticated and delivered. The Notes of this series are limited
(except as otherwise provided in the Indenture) to the aggregate principal
amount established from time to time by the Company Board of Directors. The
Notes of this series may be issued at various times with different
maturity dates and different principal repayment provisions, may bear
interest at different rates and may otherwise vary, all as provided in the
Indenture. The Notes of this series may be subject to redemption upon
notice and in accordance with the provisions of this Note and the Indenture.
The Company and the Guarantors may defease the Notes of this series in
accordance with the provisions of the Indenture.


 


To secure the due and punctual payment of principal,
any premium, any interest and Additional Amounts (as defined in the Indenture)
on this Note by the Company under the Indenture, when and as the same shall
become due and payable, whether at the Maturity Date, by 


 


A-1-5

















 


declaration of
acceleration, call for redemption or otherwise, each Guarantor has
unconditionally guaranteed this Note pursuant to the terms of the Guarantee
endorsed hereon and in Section 1401 of the Indenture (the “Guarantee”).


 


As used herein, the term “Business Day” means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York; provided,
however, that if a Specified Currency is specified above, the day is
also not a day on which commercial banks are authorized or required by law,
regulation or executive order to close in the Principal Financial Center (as
defined below) of the country issuing such Specified Currency or, if such
Specified Currency is the Euro, the day is also a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET)
System is open; provided further that if LIBOR is
indicated above to be an applicable Interest Rate Basis, the day is also a
London Banking Day (as defined below).


 


“Principal Financial Center” means, unless otherwise
provided in this Note:


 


(1) the capital city of the country issuing the
Specified Currency; or


 


(2) the capital city of the country to which the
LIBOR Currency relates,


 


except, in each case, that with respect to United
States dollars, Australian dollars, Canadian dollars, South African rand and
Swiss francs, the “Principal Financial Center” will be The City of New York,
Sydney and (solely in the case of the Specified Currency) Melbourne, Toronto,
Johannesburg and Zurich, respectively.


 


“London Banking Day” means a day which commercial
banks are open for business, including dealings in the LIBOR Currency specified
above, in London.


 


Provisions
Applicable To Fixed Rate Notes Only:


 


If the “Fixed Rate” line above is checked, unless
otherwise specified above, the Company will pay interest semiannually on      
and       of each year (each such date fixed for the
payment of interest, an “Interest Payment Date”) commencing on      
and on the Maturity Date or upon earlier redemption or repayment to the person
to whom principal is payable. Interest shall accrue from the Original Issue
Date, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for on this Note to, but excluding, the next following
Interest Payment Date, Maturity Date, or earlier date of redemption or
repayment, as the case may be. Interest on Fixed Rate Notes will be
computed on the basis of a 360-day year consisting of twelve 30-day months.


 


If any Interest Payment Date or the Maturity Date (or
the date of earlier redemption or repayment) of this Fixed Rate Note falls on a
day that is not a Business Day, the payment will be made on the next Business
Day as if it were made on the date such payment was due, and no interest will
accrue on the amount so payable for the period from and after such Interest
Payment Date or the Maturity Date (or the date of earlier redemption or
repayment), as the case may be.


 


A-1-6

















 


Provisions
Applicable To Floating Rate Notes Only:


 


If the “Floating Rate” line above is checked, the
Company will pay interest on the Interest Payment Dates shown specified above
at the Initial Interest Rate specified above until the first Interest Reset
Date specified above following the Original Issue Date specified above and
thereafter at a rate determined in accordance with the provisions hereinafter
set forth under the headings “Determination of CD Rate,” “Determination of CMT
Rate,” “Determination of Commercial Paper Rate,” “Determination of Federal
Funds Rate,” “Determination of LIBOR,” “Determination of Prime Rate” or “Determination
of Treasury Rate,” depending on whether the Interest Rate Basis is the CD Rate,
the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the
Prime Rate, the Treasury Rate or other Interest Rate Basis.


 


An interest payment shall be the amount of interest
accrued from and including the Original Issue Date, or from and including the
last Interest Payment Date to which interest has been paid, to, but excluding,
the next following Interest Payment Date, Maturity Date, or date of earlier
redemption or repayment, as the case may be (an “Interest Period”).
Notwithstanding any provision herein to the contrary, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified above.


 


If any Interest Payment Date for any Floating Rate
Note, other than an Interest Payment Date at maturity, would fall on a day that
is not a Business Day, such Interest Payment Date will be the following day
that is a Business Day, and interest will continue to accrue to the following
Business Day, except that if LIBOR is the applicable Interest Rate Basis, if
such Business Day is in the next succeeding calendar month, such Interest
Payment Date will be the immediately preceding day that is a Business Day. If
the Maturity Date (or date of earlier redemption or repayment) of any Floating
Rate Note would fall on a day that is not a Business Day, the payment of
interest and principal (and premium, if any) may be made on the next
succeeding Business Day, and no interest on such payment will accrue for the
period from and after the Maturity Date (or the date of earlier redemption or
repayment).


 


Commencing with the first Interest Reset Date
specified above following the Original Issue Date, the rate at which interest
on this Note is payable shall be adjusted daily, weekly, monthly, quarterly,
semi-annually or annually as specified above under “Interest Reset Dates.”


 


The interest rate borne by this Note will be
determined as follows:


 


(i)                                     Unless
the Interest Category of this Note is specified above as a “Floating Rate/Fixed
Rate Note” or an “Inverse Floating Rate Note” or in the event either “Other
Provisions” or an Addendum hereto applies, in each case, relating to a
different interest rate formula, this Note shall be designated as a “Regular
Floating Rate Note” and, except as set forth below or specified above under “Other
Provisions” or in an Addendum hereto, shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis or Bases (a) plus
or minus the applicable Spread, if any, and/or (b) multiplied by the
applicable Spread Multiplier, if any; in each case as specified above.
Commencing on the Initial Interest Reset Date, the rate at which interest on
this Note shall be payable shall be reset as of each Interest Reset Date
specified above; provided, however, that the
interest rate in effect for the period, if any, from the Original Issue Date to
the Initial Interest Reset Date shall be the Initial Interest Rate.


 


A-1-7

















 


(ii)                                  If
the Interest Category of this Note is specified above as a “Floating Rate/Fixed
Rate Note” then, except as set forth below or specified above under “Other
Provisions” or in an Addendum hereto, this Note shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis or Bases (a) plus
or minus the applicable Spread, if any, and/or (b) multiplied by the
Spread Multiplier, if any, in each case as specified above. Commencing on the
Initial Interest Reset Date, the rate at which interest on this Note shall be
payable shall be reset as of each Interest Reset Date; provided,
however, that (y) the interest rate
in effect for the period, if any, from the Original Issue Date to the Initial Interest
Reset Date shall be the Initial Interest Rate and (z) the interest rate in
effect for the period commencing on, and including, the Fixed Rate Commencement
Date specified above to the Maturity Date (or date of earlier redemption or
repayment) shall be the Fixed Interest Rate specified above or, if no Fixed
Interest Rate is so specified, the interest rate in effect on the day
immediately preceding the Fixed Rate Commencement Date.


 


(iii)                               If the Interest Category
of this Note is specified above as an “Inverse Floating Rate Note” then, except
as set forth below or specified above under “Other Provisions” or in an
Addendum hereto, this Note shall bear interest at (a) the Fixed Interest
Rate specified above minus (b) the rate determined by reference to the
applicable Interest Rate Basis or Bases: ,


 


(x)                                   plus
or minus the applicable Spread, if any, and/or


 


(y)                                 multiplied
by the applicable Spread Multiplier, if any, in each case as specified above;


 


provided, however,
that, unless otherwise specified above under “Other Provisions” or in an
Addendum hereto, the interest rate hereon shall not be less than zero.


 


Commencing on the Initial Interest Reset Date, the
rate at which interest on this Note shall be payable shall be reset on each
Interest Reset Date; provided, however, that the interest rate in effect for the period, if
any, from the Original Issue Date to the Initial Interest Reset Date shall be
the Initial Interest Rate set forth above.


 


The “Spread” is the number of basis points (one basis
point equals one-hundredth of a percentage point) specified above to be added
to or subtracted from the Interest Rate Basis for a Floating Rate Note, and the
“Spread Multiplier” is the percentage specified above by which the Interest
Rate Basis for such Floating Rate Note will be multiplied. Both a Spread and/or
a Spread Multiplier may be applicable to the Interest Rate Basis for a
particular Floating Rate Note, as set forth above.


 


Each such adjusted Interest Rate Basis shall be
applicable on and after the Interest Reset Date to which it relates but not
including the next succeeding Interest Reset Date. If any Interest Reset Date
is a day that is not a Business Day, such Interest Reset Date shall be
postponed to the next day that is a Business Day, except that if the rate of
interest on this Note shall be determined by reference to LIBOR and such
Business Day is in the next succeeding calendar month, such Interest Reset Date
shall be the immediately preceding Business Day. In addition, if the Treasury
Rate is the applicable Interest Rate Basis and the Interest Determination Date
would otherwise fall on an Interest Reset Date, then the Interest Reset Date
will be postponed to the next 


 


A-1-8

















 


succeeding Business Day.
Subject to applicable provisions of law (including usury laws) and except as
specified in this Note, on each Interest Reset Date, the rate of interest on
this Note shall be the rate determined in accordance with the provisions of the
applicable heading below.


 


With respect to a Floating Rate Note, accrued interest
shall be calculated by multiplying the principal amount of thereof by an
accrued interest factor. Such accrued interest factor will be computed by
adding the interest factors calculated for each day in the Interest Period or
from the last date from which accrued interest is being calculated. The
interest factor for each such day is computed by dividing the interest rate
applicable to such day by 360, in the cases of CD Rate Notes, Commercial Paper
Rate Notes, Federal Funds Rate Notes, LIBOR Notes and Prime Rate Notes or by
the number of days in the year, in the cases of CMT Rate Notes and Treasury
Rate Notes. The interest rate applicable to any day that is an Interest Reset
Date will be the interest rate effective on such Interest Reset Date. The
interest rate applicable to any other day will be the interest rate for the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate, as specified above).


 


The “Calculation Date,” where applicable, pertaining
to an Interest Determination Date will be the earlier of (i) the tenth
calendar day after such Interest Determination Date or, if any such day is not
a Business Day, the next succeeding Business Day or (ii) the Business Day
preceding the applicable Interest Payment Date or the Maturity Date (or the
date of earlier redemption or repayment), as the case may be.


 


BNY Midwest Trust Company shall be the calculation
agent unless another calculation agent is specified above (the “Calculation Agent”).
The interest rate applicable to each interest period will be determined by the
Calculation Agent on or prior to the applicable Calculation Date. At the
request of the Holder, the Calculation Agent will provide the interest rate
then in effect and, if determined, the interest rate which will become
effective on the next Interest Reset Date.


 


All percentages resulting from any calculation of the
rate of interest on a Floating Rate Note will be rounded, if necessary, to the
nearest one hundred-thousandth of a percent (.0000001), with five
one-millionths of a percentage point rounded upward, and all dollar amounts
used in or resulting from such calculation on Floating Rate Notes will be
rounded to the nearest cent (with one-half cent being rounded upward).


 


Determination of CD Rate. If the
Interest Rate Basis, as specified above, is, or is calculated by reference to,
the CD Rate, unless otherwise specified above, the “CD Rate” for each Interest
Reset Date will be determined by the Calculation Agent as of the second
Business Day prior to such Interest Reset Date (a “CD Interest Determination
Date”) and shall be the rate on the applicable CD Interest Determination Date
for negotiable United States dollar certificates of deposit having the Index
Maturity specified above as published in H.15(519) (as defined below) on such
CD Interest Determination Date under the heading “CDs (secondary market).” If
the rate referred to in the preceding sentence is not so published by 3:00 p.m.,
New York City time, on the applicable Calculation Date, the CD Rate shall be
the rate on the applicable CD Interest Determination Date for negotiable United
States dollar certificates of deposit of the Index Maturity specified above as
published in H.15 Daily Update (as defined below), or other recognized
electronic source used for the purpose of displaying the applicable rate, under
the 


 


A-1-9

















 


caption “CDs (secondary
market).” If the rate referred to in the preceding sentence is not so published
by 3:00 p.m., New York City time, on the applicable Calculation Date, the
CD Rate shall be the rate on the applicable CD Interest Determination Date
calculated by the Calculation Agent on the Notes as the arithmetic mean of the
secondary market offered rates as of 10:00 a.m., New York City time, on
the applicable CD Interest Determination Date, of three leading non-bank
dealers in negotiable United States dollar certificates of deposit in The City
of New York selected by the Calculation Agent for negotiable United States
dollar certificates of deposit of major United States money market banks with a
remaining maturity closest to the Index Maturity specified above in an amount
that is representative for a single transaction in that market at that time. If
the dealers selected by the Calculation Agent as provided in the preceding
sentence are not quoting as mentioned in such sentence, the CD Rate shall be
the CD Rate in effect on the applicable CD Interest Determination Date.


 


“H.15(519)” means the weekly statistical release
designated as H.15(519), or any successor publication, published by the Board
of Governors of the Federal Reserve System.


 


“H.15 Daily Update” means the daily update of
H.15(519), available through the world-wide-web site of the Board of Governors
of the Federal Reserve System at http://www.federalreserve.gov
/releases/h15/update, or any successor site or publication.


 


Determination of CMT Rate. If
the Interest Rate Basis, as specified above, is, or is calculated by reference
to, the CMT Rate, unless otherwise specified above, the “CMT Rate” for each
Interest Reset Date will be determined by the Calculation Agent as of the
second Business Day prior to such Interest Reset Date (a “CMT Interest
Determination Date”) and shall be the rate displayed on the Designated CMT
Moneyline Telerate Page (as defined below) under the caption “...Treasury
Constant Maturities...Federal Reserve Board Release H.15...Mondays
Approximately 3:45 p.m.,” under the column for the Designated CMT Maturity
Index for (i) if the Designated CMT Moneyline Telerate Page is
specified above as 7051, the CMT Rate for such CMT Interest Determination Date
will be a percentage equal to the yield for United States Treasury securities
at “constant maturity” having the Index Maturity specified above, as published
in H.15(519) under the caption “Treasury Constant Maturities,” as the yield is
displayed on Moneyline Telerate (or any successor service), on page 7051
(or any other page as may replace page 7051 on that service) (“Moneyline
Telerate Page 7051”), for the applicable CMT Interest Determination Date.
If the rate referred to in the preceding sentence does not appear on Moneyline
Telerate Page 7051, the CMT Rate for such CMT Interest Determination Date
will be a percentage equal to the yield for United States Treasury securities
at “constant maturity” having the Index Maturity specified above, and for the
applicable CMT Interest Determination Date as published in H.15(519) under the
caption “Treasury Constant Maturities.” In the event the rate referred to in
the preceding sentence does not appear in H.15(519), then the CMT Rate for such
CMT Interest Determination Date will be the rate on the applicable CMT Interest
Determination Date for the period of the Index Maturity specified above, as may then
be published by either the Board of Governors of the Federal Reserve System or
the United States Department of the Treasury that the Calculation Agent
determines to be comparable to the rate which would otherwise have been
published in H.15(519). In the event the rate referred to in the preceding
sentence is not published, the CMT Rate on the applicable CMT Interest
Determination Date will be calculated by the Calculation Agent as a yield to
maturity based on the arithmetic mean of the secondary market bid prices at
approximately 3:30 p.m., New York 


 


A-1-10

















 


City time, on the
applicable CMT Interest Determination Date of three leading primary United
States government securities dealers in The City of New York, which may include
an agent of the Company or such agent’s affiliates (each a “Reference Dealer”),
selected by the Calculation Agent (from five Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest), and the lowest quotation (or, in the event of
equality, one of the lowest)), for United States Treasury securities with an
original maturity equal to the Index Maturity specified above, a remaining term
to maturity no more than one year shorter than the Index Maturity specified
above and in a principal amount that is representative for a single transaction
in the securities in the market at that time. If fewer than five but more than
two of the prices referred to in the above sentence are provided as requested,
the CMT Rate on the applicable CMT Interest Determination Date will be
calculated by the Calculation Agent based on the arithmetic mean of the bid
prices obtained, and neither the highest nor the lowest of the quotations shall
be eliminated; provided, however,
that if fewer than three prices referred to above are provided as requested,
the CMT Rate on the applicable CMT Interest Determination Date will be
calculated by the Calculation Agent as a yield to maturity based on the
arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m.,
New York City time, on the applicable CMT Interest Determination Date of three
Reference Dealers selected by the Calculation Agent from five Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation or, in
the event of equality, one of the highest and the lowest quotation or, in the
event of equality, one of the lowest, for United States Treasury securities
with an original maturity greater than the Index Maturity specified above, and
a remaining term to maturity closest to the Index Maturity specified above, and
in a principal amount that is representative for a single transaction in the
securities in the market at that time. However, if fewer than five but more
than two prices referred to above are provided as requested, the CMT Rate on
the applicable CMT Interest Determination Date will be calculated by the
Calculation Agent based on the arithmetic mean of the bid prices obtained, and
neither the highest nor the lowest of the quotations will be eliminated. If
fewer than three prices referred to above are provided as requested, the CMT
Rate on the applicable CMT Interest Determination Date will be the CMT Rate in
effect on the applicable CMT Interest Determination Date and (ii) if the
CMT Moneyline Telerate Page is 7052, the CMT Rate for such CMT Interest
Determination Date will be a percentage equal to the one-week or one-month, as
specified above, and will be the average yield for United States Treasury
securities at “constant maturity” having the Index Maturity specified above, as
published in H.15(519) opposite the caption “Treasury Constant Maturities,” as
the yield is displayed on Moneyline Telerate (or any successor service) on page 7052
(or any other page as may replace page 7052 on that service) (“Moneyline
Telerate Page 7052”), for the week or month, as applicable, ended
immediately preceding the week or month, as applicable, in which the related
CMT Interest Determination Date falls. If the rate referred to in the preceding
sentence does not appear on Moneyline Telerate Page 7052, then the CMT
Rate for such CMT Interest Determination Date will be a percentage equal to the
one-week or one-month, as specified above, average yield for United States
Treasury securities at “constant maturity” having the Index Maturity specified
above, and for the week or month, as applicable, preceding the applicable CMT
Interest Determination Date as published in H.15(519) opposite the caption “Treasury
Constant Maturities.” If the rate referred to in the preceding sentence does
not appear in H.15(519), then the CMT Rate for such CMT Interest Determination
Date will be the one-week or one-month, as specified above, average yield for
United States Treasury securities at “constant maturity” having the Index
Maturity specified above, as otherwise 


 


A-1-11

















 


announced by the Federal
Reserve Bank of New York for the week or month, as applicable, ended
immediately preceding the week or month, as applicable, in which the related
CMT Interest Determination Date falls. If the Federal Reserve Bank of New York
does not publish the rate referred to above, the rate on the applicable CMT
Interest Determination Date will be calculated by the Calculation Agent as a
yield to maturity based on the arithmetic mean of the secondary market bid
prices at approximately 3:30 p.m., New York City time, on the applicable
CMT Interest Determination Date of three Reference Dealers selected by the
Calculation Agent (from five Reference Dealers selected by the Calculation
Agent and eliminating the highest quotation (or, in the event of equality, one
of the highest), and the lowest quotation (or, in the event of equality, one of
the lowest)), for United States Treasury securities with an original maturity
equal to the Index Maturity specified above, and a remaining term to maturity
no more than one year shorter than the Index Maturity specified above, and in a
principal amount that is representative for a single transaction in the
securities in the market at that time. If fewer than five but more than two of
the prices referred to above are provided as requested, the rate on the
applicable CMT Interest Determination Date will be calculated by the
Calculation Agent based on the arithmetic mean of the bid prices obtained, and
neither the highest nor the lowest of the quotations shall be eliminated. If
fewer than three prices referred to above are provided as requested, the rate
on the applicable CMT Interest Determination Date will be calculated by the
Calculation Agent as a yield to maturity based on the arithmetic mean of the
secondary market bid prices as of approximately 3:30 p.m., New York City
time, on the applicable CMT Interest Determination Date of three Reference
Dealers selected by the Calculation Agent (from five Reference Dealers selected
by the Calculation Agent and eliminating the highest quotation or (in the event
of equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for United States Treasury securities with an
original maturity greater than the Index Maturity specified above, and a
remaining term to maturity closest to the Index Maturity specified above and
will be in a principal amount that is representative for a single transaction
in the securities in the market at that time. If fewer than five but more than
two prices referred to above are provided as requested, the rate will be
calculated by the Calculation Agent based on the arithmetic mean of the bid
prices obtained, and neither the highest nor the lowest of the quotations will
be eliminated, or if fewer than three prices referred to above are provided as
requested, the CMT Rate will be the CMT Rate in effect on the applicable CMT
Interest Determination Date. If two United States Treasury securities with an
original maturity greater than the Index Maturity as specified above have
remaining terms to maturity equally close to the Index Maturity specified above,
the quotes for the United States Treasury security with the shorter original
remaining term to maturity will be used.


 


“Designated CMT Moneyline Telerate Page” means the
display on Moneyline Telerate or any successor service on the page specified
above (or any other page as may replace the specified page on
that service for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519)). If no such page is specified above, the Designated
CMT Moneyline Telerate Page shall be 7052, for the most recent week.


 


“Designated CMT Maturity Index” means the original
period to maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10,
20 or 30 years) specified above with respect to which the CMT Rate will be
calculated. If no such maturity is specified, the Designated CMT Maturity Index
shall be two years.


 


A-1-12

















 


Determination of Commercial Paper Rate.
If the Interest Rate Basis, as specified above, is, or is calculated by
reference to, the Commercial Paper Rate, unless otherwise specified above, the “Commercial
Paper Rate” for each Interest Reset Date will be determined by the Calculation
Agent as of the second Business Day prior to such Interest Reset Date (a “Commercial
Paper Interest Determination Date”) and shall be the Money Market Yield (as
defined below) on such date of the rate for commercial paper having the Index
Maturity as indicated above, as such rate shall be published in H.15(519) under
the caption “Commercial Paper-Nonfinancial.” In the event that such rate is not
published prior to 3:00 p.m., New York City time, on the applicable
Calculation Date, then the Commercial Paper Rate shall be calculated by the
Calculation Agent as the Money Market Yield of the Commercial Paper Rate on the
applicable Commercial Paper Interest Determination Date for commercial paper
having the Index Maturity specified above, published in H.15 Daily Update, or
other recognized electronic source used for the purpose of displaying the
applicable rate, under the caption “Commercial Paper-Nonfinancial.” If by 3:00 p.m.,
New York City time, on the applicable Calculation Date, such rate is not yet
published as provided in the preceding sentence, then the Commercial Paper Rate
on the applicable Commercial Paper Interest Determination Date shall be
calculated by the Calculation Agent as the Money Market Yield of the arithmetic
mean of the offered rates at approximately 11:00 a.m., New York City time,
on the applicable Commercial Paper Interest Determination Date of three leading
dealers of United States dollar commercial paper in The City of New York, which
may include an agent of the Company or such agent’s affiliates, selected
by the Calculation Agent for commercial paper having the Index Maturity
specified above, placed for industrial issuers whose bond rating is “Aa,” or
the equivalent, from a nationally recognized statistical rating organization; provided, however, that
if the dealers selected as aforesaid by the Calculation Agent are not quoting
offered rates as mentioned in this sentence, the Commercial Paper Rate will be
the Commercial Paper Rate in effect on the applicable Commercial Paper Interest
Determination Date.


 


“Money Market Yield” shall be a yield calculated in
accordance with the following formula and expressed as a percentage:


 


	
  Money market yield = 

  	
   

  	
  D  ́
  360

  	
   

  	
   ́  100

  
	
  360 - (D  ́
  M)

  



 


where “D” refers to the applicable per annum rate for
commercial paper quoted on a bank discount basis and expressed as a decimal;
and “M” refers to the actual number of days in the interest period for which
interest is being calculated.


 


Determination of Federal Funds Rate.
If the Interest Rate Basis, as specified above, is, or is calculated by
reference to the Federal Funds Rate, unless otherwise specified above, the “Federal
Funds Rate” with respect to each Interest Reset Date will be determined by the
Calculation Agent as of the first Business Day prior to such Interest Reset
Date (a “Federal Funds Interest Determination Date”) and shall be the rate on
that date for United States dollar Federal Funds as published in H.15(519)
under the heading “Federal Funds (Effective),” as displayed on Moneyline
Telerate or any successor service on page 120 or any other page as may replace
the applicable page on that service (“Moneyline Telerate Page 120”)
or, if such rate does not appear on Moneyline Telerate Page 120, or is not
so published by 3:00 p.m., New York City time, on the applicable
Calculation Date, the rate on the applicable Federal Funds Interest 


 


A-1-13

















 


Determination Date for
United States dollar Federal Funds will be the rate on such Federal Funds
Interest Determination Date as published in H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption “Federal Funds/Effective Rate.” If such rate is not so
published by 3:00 p.m., New York City time, on the applicable Calculation
Date, the Federal Funds Rate will be calculated by the Calculation Agent and will
be the arithmetic mean of the rates for the last transaction in overnight
United States dollar Federal Funds arranged by three leading brokers of United
States dollar Federal Funds transactions in The City of New York, which may include
an agent of the Company or such agent’s affiliates, selected by the Calculation
Agent before 9:00 a.m., New York City time, on the applicable Federal
Funds Interest Determination Date; provided, however, that if the brokers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Federal
Funds Rate will be the Federal Funds Rate in effect on the applicable Federal
Funds Interest Determination Date.


 


Determination of LIBOR. If the
Interest Rate Basis, as specified above, is, or is calculated by reference to,
LIBOR, unless otherwise specified above, “LIBOR” for each Interest Reset Date
will be determined by the Calculation Agent as of the second London Banking Day
prior to such Interest Reset Date (a “LIBOR Interest Determination Date”) and
in accordance with the following provisions:


 


(i) LIBOR will be either: (a) if “LIBOR
Reuters” is specified above, LIBOR will be the arithmetic mean of the offered
rates (unless the specified Designated LIBOR Page (as defined below) by
its terms provides only for a single rate, in which case such single rate shall
be used) for deposits in the LIBOR Currency having the Index Maturity specified
above, commencing on the second London Banking Day immediately following such
LIBOR Interest Determination Date, that appear on the Designated LIBOR Page specified
above, as of 11:00 a.m., London time, on the applicable LIBOR Interest
Determination Date, if at least two such offered rates appear (unless, as
aforesaid, only a single rate is required) on such Designated LIBOR Page, or (b) if
“LIBOR Moneyline Telerate” is specified above or if neither “LIBOR Reuters” nor
“LIBOR Moneyline Telerate” is specified as the method for calculating LIBOR,
LIBOR will be the rate for deposits in the LIBOR Currency (as defined below)
having the Index Maturity specified above, commencing on the second London
Banking Day immediately following such LIBOR Interest Determination Date that
appears on the Designated LIBOR Page as of 11:00 a.m., London time,
on the applicable LIBOR Interest Determination Date. If fewer than two such
offered rates appear, or if no such rate appears, as the case may be,
LIBOR in respect of the related LIBOR Interest Determination Date will be
determined in accordance with provisions described in clause (ii) below.


 


(ii) With respect to a LIBOR Interest
Determination Date on which fewer than two offered rates appear, or no rate
appears, as the case may be, on the applicable Designated LIBOR Page as
specified in clause (i) above, the rate calculated by the Calculation
Agent will be the arithmetic mean of at least two quotations obtained by the
Calculation Agent after requesting the principal London offices of each of four
major reference banks, which may include an agent of the Company or such
agent’s affiliates, in the London interbank market, to provide the Calculation
Agent with its offered quotation for deposits in the LIBOR Currency for the
period of the Index Maturity specified above, 


 


A-1-14

















 


commencing on the second London Banking Day
immediately following the applicable LIBOR Interest Determination Date, to
prime banks in the London interbank market at approximately 11:00 a.m.,
London time, on the applicable LIBOR Interest Determination Date and in a principal
amount that is representative for a single transaction in the applicable LIBOR
Currency in that market at that time. If fewer than two quotations are
provided, LIBOR determined on the applicable LIBOR Interest Determination Date
calculated by the Calculation Agent will be the arithmetic mean of the rates
quoted at approximately 11:00 a.m., in the applicable Principal Financial
Center, on the LIBOR Interest Determination Date by three major banks, which may include
an agent of the Company or such agent’s affiliates, in the applicable Principal
Financial Center(s) selected by the Calculation Agent for loans in the LIBOR
Currency to leading European banks, having the Index Maturity specified above
and in a principal amount that is representative for a single transaction in
the applicable LIBOR Currency in that market at that time; provided,
however, that if the banks so selected by the Calculation Agent are
not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR
Interest Determination Date will be the LIBOR rate in effect on the applicable
LIBOR Interest Determination Date.


 


“LIBOR Currency” means the currency (including
composite currencies) specified above as the currency for which LIBOR shall be
calculated. If no such currency is specified above, the LIBOR Currency shall be
United States dollars.


 


“Designated LIBOR Page” means either (a) if “LIBOR
Reuters” is specified above, the display on the Reuters Monitor Money Rates
Service or any successor service specified above for the purpose of displaying
the London interbank rates of major banks for the applicable LIBOR Currency, or
(b) if “LIBOR Moneyline Telerate” is specified above or neither “LIBOR
Reuters” nor “LIBOR Moneyline Telerate” is specified as the method for
calculating LIBOR, the display on Moneyline Telerate or any successor service
specified above, for the purpose of displaying the London interbank rates of
major banks for the applicable LIBOR Currency.


 


Determination of Prime Rate. If
the Interest Rate Basis, as specified above, is, or is calculated by reference
to, the Prime Rate, unless otherwise specified above, the “Prime Rate” with
respect to each Interest Reset Date will be determined by the Calculation Agent
as of the first Business Day prior to such Interest Reset Date (a “Prime
Interest Determination Date”) and shall be the rate set forth on such date as
published in H.15(519) under the caption “Bank Prime Loan,” or if not so
published prior to 3:00 p.m., New York City time, on the applicable
Calculation Date pertaining to such Prime Interest Determination Date, then the
Prime Rate. will be as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying the applicable rate under
the caption “Bank Prime Loan,” or if not so published prior to 3:00 p.m.,
New York City time, on the applicable Calculation Date pertaining to such Prime
Interest Determination Date, then the Prime Rate will be determined by the
Calculation Agent as the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen US PRIME 1 Page (as
defined below) as the particular bank’s prime rate or base lending rate as of
11:00 a.m., New York City time, on the applicable Prime Interest
Determination Date. If fewer than four such rates are so published by 3:00 p.m.,
New York City time, on the applicable Calculation Date as shown on the Reuters
Screen US PRIME 1 Page for the Prime Interest Determination Date, the
Prime Rate will be determined by 


 


A-1-15

















 


the Calculation Agent as
the arithmetic mean of the prime rates or base lending rates quoted on the
basis of the actual number of days in the year divided by a 360-day year as of
the close of business on the applicable Prime Interest Determination Date by
three major banks, which may include an agent of the Company or such agent’s
affiliates, in The City of New York selected by the Calculation Agent. However,
if the banks selected by the Calculation Agent are not quoting as mentioned in
the preceding sentence, the Prime Rate will be the Prime Rate in effect on the
applicable Prime Interest Determination Date.


 


“Reuters Screen US PRIME 1 Page” means the display
designated as “US PRIME 1 Page” on the Reuters Monitor Money Rates Service (or
any successor service on the “US PRIME 1 Page” or other page as may replace
the US PRIME 1 Page on such service for the purpose of displaying prime
rates or base lending rates of major United States banks).


 


Determination of Treasury Rate. If
the Interest Rate Basis, as specified above, is, or is calculated by reference
to the Treasury Rate, unless otherwise specified above, the “Treasury Rate” for
each Interest Reset Date will be the rate from the auction held on the
applicable Interest Determination Date (the “Auction”) of direct obligations of
the United States (“Treasury Bills”) having the Index Maturity, as specified
above, as published under the caption “Investment Rate” on the display on
Moneyline Telerate or any successor service on page 56 or any other page as
may replace page 56 on that service or page 57 or any other page as
may replace page 57 on that service, or, if the rate is not so
published by 3:00 p.m., New York City time, on the applicable Calculation
Date pertaining to such Treasury Rate Determination Date (as defined below),
the Bond Equivalent Yield of the rate for the applicable Treasury Bills as
published in H.15 Daily Update, or other recognized electronic source used for
the purpose of displaying the applicable rate, under the caption “U.S.
Government Securities/Treasury Bills/Auction High,” or, if the rate is not so
published by 3:00 p.m., New York City time, on the applicable Calculation
Date pertaining to such Treasury Rate Determination Date, the Bond Equivalent
Yield of the auction rate of the applicable Treasury Bills announced by the
United States Department of the Treasury, or, if the rate is not announced by
the United States Department of the Treasury, or if the Auction is not held,
the Bond Equivalent Yield of the rate on the applicable Treasury Rate
Determination Date of Treasury Bills having the Index Maturity specified above,
published in H.15(519) under the caption “U.S. Government Securities/Treasury
Bills/Secondary Market,” or, if the rate is not so published by 3:00 p.m.,
New York City time, on the applicable Calculation Date pertaining to such
Treasury Rate Determination Date, the rate on the applicable Treasury Rate
Determination Date of the applicable Treasury Bills as published in H.15 Daily
Update, or other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption “U.S. Government
Securities/Treasury Bills/Secondary Market.” In the event that the results of
the auction of Treasury Bills having the applicable Index Maturity specified
above are not published or reported, as provided above, by 3:00 p.m., New
York City time, on the applicable Calculation Date or if no such auction is
held on such Treasury Rate Determination Date, then the Treasury Rate on the applicable
Treasury Rate Determination Date shall be calculated by the Calculation Agent
and shall be the Bond Equivalent Yield of the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 p.m., New York City time, on
the applicable Treasury Rate Determination Date, of three primary United States
government securities dealers, which may include the agent or its
affiliates, selected by the Calculation Agent, for the issue of Treasury Bills
with a remaining maturity closest to the Index Maturity specified above; provided, however, that
if the dealers selected as aforesaid by the 


 


A-1-16

















 


Calculation Agent are not
quoting as mentioned in this sentence, the Treasury Rate will be the Treasury
Rate in effect on the applicable Treasury Rate Determination Date.


 


The “Treasury Rate Determination Date” for any
Interest Reset Date will be the day of the week in which such Interest Reset
Date falls on which Treasury Bills would normally be auctioned. Treasury Bills
are normally sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except such auction may be held on the preceding Friday. If, as the result
of a legal holiday, an auction is so held on the preceding Friday, such Friday
will be the Treasury Rate Determination Date pertaining to the Interest Reset
Date occurring in the next succeeding week.


 


“Bond Equivalent Yield” means a yield calculated in
accordance with the following formula and expressed as a percentage:


 


	
  Bond Equivalent Yield =

  	
   

  	
  D  ́
  N

  	
   

  	
   ́  100

  
	
  360 - (D  ́
  M)

  



 


where “D” refers to the applicable per annum rate for
Treasury Bills quoted on a bank discount basis and expressed as a decimal; “N”
refers to 365 or 366, as the case may be, and “M” refers to the actual
number of days in the interest period for which interest is being calculated.


 


Provisions
Applicable To Both Fixed Rate Notes And Floating Rate Notes:


 


The interest so payable on any Interest Payment Date
will, subject to certain exceptions in the Indenture hereinafter referred to,
be paid to the person in whose name this Note is registered at the close of
business on the Regular Record Date (as defined below) immediately preceding
such Interest Payment Date or, if the Interest Payment Date is the Maturity
Date or the date of earlier redemption or repayment, to the person in whose
name this Note is registered at the close of business on the Maturity Date or
such earlier date of redemption or repayment; provided,
however, that if the Original Issue Date
is between a Regular Record Date and an Interest Payment Date or on an Interest
Payment Date, interest for the period from and including the Original Issue
Date to, but excluding, the Interest Payment Date relating to such Regular
Record Date shall be paid on the next succeeding Interest Payment Date to the
person in whose name this Note is registered on the close of business on the
Regular Record Date preceding such Interest Payment Date. If this Note bears
interest at a Fixed Rate, as specified above, unless otherwise specified above,
the “Regular Record Date” with respect to any Interest Payment Date shall be
the first day of       and      ,
preceding such Interest Payment Date, whether or not such date shall be a
Business Day. If this Note bears interest at a Floating Rate, as specified
above, the “Regular Record Date” with respect to any Interest Payment Date
shall be the fifteenth calendar day next preceding such Interest Payment Date,
whether or not such date shall be a Business Day.


 


Payment of principal, premium, if any, and interest in
respect of this Note due on the Maturity Date or any earlier redemption or
repayment date will be made in immediately available funds upon presentation
and surrender of this Note; provided, however, that if a Specified Currency is specified above and
such payment is to be made in such Specified Currency in accordance with the
provisions set forth below, such payment will be made by wire 


 


A-1-17

















 


transfer of immediately
available funds to an account with a bank designated by the Holder hereof at
least 15 calendar days prior to the Maturity Date or such earlier redemption or
repayment date, as the case may be, provided that such bank has
appropriate facilities therefor and that this Note is presented and surrendered
at the Place of Payment specified above in time for the Trustee to make such
payment in such funds in accordance with its normal procedures. Payment of interest
due on any Interest Payment Date, other than the Maturity Date or any earlier
redemption or repayment date, will be made at the Place of Payment specified
above.


 


Whenever in this Note or in the Indenture there is a
reference, in any context, to the payment of the principal of, or interest, if
any, on, or in respect of, the Notes, such payment shall be deemed to include
the payment of Additional Amounts to the extent that, in such context,
Additional Amounts are, were or would be payable in respect of such payment
pursuant to the provisions hereof or thereof and express mention of the payment
of Additional Amounts (if applicable) in any provision hereof or thereof shall
not be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.


 


The Company is obligated to make payment of principal,
premium, if any, and interest in respect of this Note in United States dollars
or, if a Specified Currency is indicated above, in such Specified Currency (or,
if such Specified Currency is not at the time of such payment legal tender for
the payment of public and private debts of the country issuing such currency
or, in the case of the Euro, in the member states of the European Union that
have adopted the single currency in accordance with the Treaty Establishing the
European Community, as amended by the Treaty on European Union, such other
currency which is then such legal tender in such country or in the adopting
member states of the European Union, as the case may be). If a Specified
Currency is specified above, except as otherwise provided below, any such
amounts so payable by the Company will be converted by a New York clearing
house bank designated by the Company (the “Exchange Rate Agent”) into United
States dollars for payment to the Holder of this Note.


 


If a Specified Currency is specified above, the Holder
of this Note may elect to receive any amount payable hereunder in such
Specified Currency. If the Holder of this Note shall not have duly made an
election to receive all or a specified portion of any payment of principal,
premium, if any, and/or interest in respect of this Note in such Specified
Currency, any United States dollar amount to be received by the Holder of this
Note will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 a.m., New York
City time, on the second Business Day preceding the applicable payment date
from three recognized foreign exchange dealers (one of whom may be the
Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the
Company for the purchase by the quoting dealer of the Specified Currency for
United States dollars for settlement on such payment date in the aggregate
amount of the Specified Currency payable to all Holders of Notes scheduled to
receive United States dollar payments and at which the applicable dealer
commits to execute a contract. All currency exchange costs will be borne by the
Holder of this Note by deductions from such payments. If three such bid
quotations are not available, payments on this Note will be made in the
Specified Currency.


 


If a Specified Currency is specified above, the Holder
of this Note may elect to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest in respect


 


A-1-18






 













 


of this Note in such Specified Currency by submitting a written request
for such payment to the Trustee at the Place of Payment on or prior to the
applicable Record Date or at least 15 calendar days prior to the Maturity Date
(or any earlier redemption or repayment date), as the case may be. Such written
request may be mailed or hand delivered or sent by facsimile transmission. The
Holder of this Note may elect to receive all or a specified portion of all
future payments in the Specified Currency in respect of such principal,
premium, if any, and/or interest and need not file a separate election for each
payment. Such election will remain in effect until revoked by written notice to
the Trustee, but written notice of any such revocation must be received by the
Trustee on or prior to the applicable Record Date or at least 15 calendar days
prior to the Maturity Date (or any earlier redemption or repayment date), as
the case may be.


 


If a Specified Currency is specified above and the
Holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in such Specified Currency, but such Specified Currency
is not available for such payment due to the imposition of exchange controls or
other circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to the Holder of this Note by making such
payment in United States dollars on the basis of the Market Exchange Rate (as
defined below) determined by the Exchange Rate Agent on the second Business Day
prior to such payment date or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate on
or before the date on which such payment is due. The “Market Exchange Rate” for
the Specified Currency means the noon dollar buying rate in The City of New
York for cable transfers of the Specified Currency as certified for customs
purposes (or, if not so certified, as otherwise determined) by the Federal
Reserve Bank of New York. Any payment made in United States dollars under such
circumstances shall not constitute an Event of Default (as defined in the
Indenture).


 


All determinations referred to above made by the
Exchange Rate Agent shall be at its sole discretion and shall, in the absence
of manifest error, be conclusive for all purposes and binding on the Holder of
this Note.


 


In case an Event of Default (as defined in the
Indenture) with respect to Notes of this series shall occur and be continuing,
the principal amount (or, if the Note is an Original Issue Discount Note, such
lesser portion of the principal amount as may be applicable) of the Notes of
this series may be declared due and payable, and, with respect to certain
Events of Default, shall automatically become due and payable, in each case in
the manner and with the effect provided in the Indenture. If this Note is an
Original Issue Discount Note, in the event of an acceleration of the Maturity
Date hereof, the amount payable to the Holder of this Note upon such
acceleration will be determined by this Note but will be an amount less than
the amount payable at the Maturity Date of this Note.


 


The Indenture permits, with certain exceptions as
therein provided, the modification of the rights and obligations of the Company
and the Guarantors and the rights of the Holders of the Securities (as defined
in the Indenture) of each series to be affected by such modification under the
Indenture at any time by the Company and the Guarantors with the consent of the
holders of not less than a majority in aggregate principal amount of the Outstanding
Securities (as defined in the Indenture) of each series to be affected by such
modification. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the


 


A-1-19

















 


Outstanding Securities of each series, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company and the
Guarantors with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences.


 


This Note is issuable only in registered form without
coupons in minimum denominations of $1,000 and integral multiples of $1,000 in
excess thereof or other Authorized Denomination specified above.


 


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be registered in
the Security Register of this series upon surrender of this Note for
registration of transfer at the Place of Payment specified above, duly endorsed
by or accompanied by, a written instrument of transfer in form satisfactory to
the Company and the Trustee, duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon a new Note or Notes of this series of
Authorized Denomination and for the same aggregate principal amount, with the
Guarantee endorsed thereon, will be issued to the designated transferee or transferees.


 


No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


 


The Trustee, and any agent of the Company or the
Trustee may treat the person in whose name this Note is registered in the
Security Register as the owner of this Note for all purposes (other than for
the determination of any Additional Amounts payable) and neither the Company nor
the Trustee nor any such agent shall be affected by any notice to the contrary.


 


If so specified above, this Note will be redeemable at
the Company’s option on the date or dates specified prior to the Maturity Date
at a price or prices, each as specified above, together with accrued interest
to the date of redemption. This Note will not be subject to any sinking fund.
If so redeemable, the Company may redeem this Note either in whole or from time
to time in part, upon not less than 30, nor more than 60, days’ notice before
the date of redemption. If less than all of the Notes with like tenor and terms
are to be redeemed, the Notes to be redeemed shall be selected by the Trustee
by such method as the Trustee shall deem fair and appropriate.


 


This Notes will be subject to redemption at the option
of the Company, in whole or in part at any time at a redemption price equal to
the greater of (i) 100% of the principal amount of this Note to be redeemed,
and (ii) as determined by the Quotation Agent (as defined below), the sum of
the present values of the remaining scheduled payments of principal and
interest on this Notes to be redeemed (exclusive of interest accrued to the
date of redemption) discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below) plus         
basis points, and accrued but unpaid interest thereon.


 


“Treasury Rate” means,
with respect to any redemption date, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.


 


A-1-20

















 


“Comparable Treasury
Issue” means the U.S. Treasury security selected by the Quotation Agent as
having a maturity comparable to the remaining term of the Notes to be redeemed
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes.


 


“Comparable Treasury
Price” means, with respect to any redemption date, (i) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if
the trustee obtains fewer than five such Reference Treasury Dealer Quotations,
the average of all such quotations.


 


“Quotation Agent” means
the Reference Treasury Dealer appointed by the Company.


 


“Reference Treasury
Dealer” means (i) each of Banc One Capital Markets, Inc. and Citigroup Global
Markets Inc. (and their respective successors) and three other nationally
recognized investment banking firms that are Primary Treasury Dealers specified
from time to time by the Company; provided, however, that if the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a “Primary Treasury Dealer”), the Company shall substitute therefor another
Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by
the Company.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and
any redemption date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the trustee by such
Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
Business Day preceding such redemption date.


 


Notice of any redemption will be-mailed at least 30
days but not more than 60 days before the redemption date to the Holder hereof
at its address as such address shall appear in the Security Register of the
Company. Unless the Company defaults in the payment of the redemption price on
and after the  redemption date, interest
will cease to accrue on the principal amount of this Note called for redemption.


 


The Company can “reopen” a previously issued tranche
of Notes and issue additional Notes of such tranche or establish additional
terms of such tranche or issue notes with the same terms as previously issued
Notes.


 


The Company may at any time purchase this Note at any
price in the open market or otherwise. Notes so purchased by the Company may be
held or resold or, at the discretion of the Company, may be surrendered to the
Trustee for cancellation.


 


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligations of the
Company and the Guarantors, which are absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Note, at the times, place
and rate, and in the coin or currency, herein and in the Indenture prescribed.


 


This Note shall be governed by and construed in
accordance with the laws of the State of New York.


 


A-1-21

















 


By acceptance of this Note, the Holder hereof agrees
to be bound by the provisions of the Indenture. Terms used herein which are
defined in the Indenture shall have the respective meanings assigned thereto in
the Indenture. This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed
by or on behalf of the Trustee under the Indenture.


 


A-1-22

















 


IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed, manually or by facsimile by an
authorized signatory.


 


	
   

  	
  HARLEY-DAVIDSON FUNDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
   

  
	
  Dated:

  



 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the

series designated herein and

referred to in the within-mentioned

Indenture.


 


	
  BNY MIDWEST TRUST COMPANY,

  
	
  as Trustee

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  
				



 


A-1-23

















 


GUARANTEE


 


For value received, each of the undersigned hereby
fully, irrevocably and unconditionally guarantees, jointly and severally,
pursuant to the terms of the Guarantee contained in Article Fourteen of the
Indenture, to the Holder of this Note and to the Trustee, on behalf of the
Holder, the due and punctual payment of the principal of, and any premium,
interest and any Additional Amounts on, this Note, when and as the same shall
become due and payable, whether at the stated maturity, by declaration of
acceleration, call for redemption or otherwise, in accordance with the terms of
this Note and the Indenture. This Guarantee will not be valid or obligatory for
any purpose until the Trustee duly executes the certificate of authentication
on the Note upon which this Guarantee is endorsed.


 


	
  Dated:

  	
   

  
	
   

  	
  HARLEY-DAVIDSON FINANCIAL

  SERVICES, INC.

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON CREDIT CORP.

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
								



 


A-1-24

















 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on this certificate,
shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	
  TEN COM -

  	
  as tenants in common

  	
   

  	
  UNIF GIFT MIN ACT -                
  Custodian                

  
	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
  TEN ENT -

  	
  as tenants by the entireties

  	
   

  	
  under Uniform Gifts to Minors Act

  
	
   

  	
   

  	
   

  	
   

  
	
  JT TEN -

  	
  as joint tenants with right of

  	
   

  	
   

  	
                                                   

  
	
   

  	
  survivorship and not as tenant

  	
   

  	
   

  	
  (State)

  
	
   

  	
  in common

  	
   

  	
   

  
							



 


Additional
abbreviations may also be used though not in the above list.


 


A-1-25

















 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto:


 


(Please
insert social security or other identifying number of assignee)


 


 


(Name and address of assignee, including zip
code,

must be printed or typewritten)


 


the
within Note, and all rights thereunder, hereby irrevocably constituting and
appointing                                                  
attorney to transfer said Note on the books of the within Company, with full
power of substitution in the premises.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  NOTICE: The signature to this assignment must correspond with the
  name as it appears upon the within Note in every particular, without
  alteration or enlargement or any change whatever and must be guaranteed.

  



 


SIGNATURE(S)
GUARANTEED:


 


 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO SEC RULE
17Ad-15.


 


A-1-26

















 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The following increases or decreases in this
Global Note have been made


 


	
  Date of Exchange

  	
   

  	
  Amount of increase

  in Principal Amount

  of this Global Note

  	
   

  	
  Amount of decrease

  in Principal Amount

  of this Global Note

  	
   

  	
  Principal Amount of

  this Global Note

  following each

  decrease or increase

  	
   

  	
  Signature of

  authorized signatory

  of Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-1-27

















 


Exhibit A-2


 


[Form of Regulation S Temporary Global Note]


 


HARLEY-DAVIDSON FUNDING
CORP.

MEDIUM-TERM NOTES, SERIES A


 


Fully and Unconditionally
Guaranteed, Jointly and Severally, by

Harley-Davidson Financial Services, Inc. and Harley-Davidson Credit Corp.


 


THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE
INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND,
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY.


 


THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY OTHER
JURISDICTION, AND, ACCORDINGLY, NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY OTHER APPLICABLE JURISDICTION. BY
ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S.
PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR
WITHIN THE MEANING OF 501(a)(1), (2), (3), (7) OR (8) UNDER THE SECURITIES ACT
(2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF
(i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY
RULE 144(k) OF THE SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF
ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY
WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY
PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF


 


A-2-1

















 


ANY,
AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, AS DEFINED IN RULE 144A,
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF
RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH
INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, THAT, PRIOR TO SUCH TRANSFER FURNISHES (OR HAS FURNISHED ON ITS
BEHALF BY A U.S. BROKER DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR
THIS SECURITY), (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE
SECURITIES ACT, (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (F) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT
IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS
AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN
ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING
MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.


 


THE
HOLDER OF THIS SECURITY WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH ABOVE.


 


THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS
AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN
THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS
OF THIS REGULATION S


 


A-2-2

















 


TEMPORARY
GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.


 


A-2-3

















 


HARLEY-DAVIDSON FUNDING CORP.

MEDIUM-TERM NOTES, SERIES A


 


   %
Notes due   


 


Fully and Unconditionally Guaranteed, Jointly and
Severally, by

Harley-Davidson Financial Services, Inc. and Harley-Davidson Credit Corp.


 


	
  No.       

  	
   

  	
  Principal Amount $                           

  
	
  CUSIP No.                  

  	
   

  	
   

  
	
  ISIN No.                     

  	
   

  	
   

  
	
  Common Code            

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Issue Price:

  	
   

  	
  Maturity Date:

  
	
   

  	
   

  	
   

  
	
  Original Issue Date:

  	
   

  	
  Index Maturity:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o Original Issue
  Discount Note

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Total Amount of OID:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Yield to Maturity:

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Initial Accrual Period OID:

  
	
   

  	
   

  	
   

  	
   

  
	
  o Fixed Rate

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Interest Rate:                        %

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Interest Rate Basis:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
           CD Rate

  	
   

  	
  Specified Currency (if other than U.S. dollars):

  
	
   

  	
   

  	
   

  
	
           CMT Rate

  	
   

  	
   

  
	
   

  	
  Designated CMT Moneyline Telerate Page:

  	
   

  	
   

  
	
   

  	
  Designated CMT Maturity Index:

  	
   

  	
  Option To Receive Payments In Specified Currency (non-U.S. dollar
  denominated Note):

  
	
   

  	
   

  	
   

  	
   

  
	
           Commercial Paper
  Rate

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
           Federal Funds Rate

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
           LIBOR

  	
   

  	
   

  
	
   

  	
  o LIBOR Reuters:

  	
   

  	
  Authorized Denomination:

  
	
   

  	
  o LIBOR Moneyline
  Telerate:

  	
   

  	
   

  
	
   

  	
  o LIBOR Currency:

  	
   

  	
   

  
							



 


A-2-4

















 


	
   

  	
  o Index Maturity:

  	
   

  	
  Place of Payment:

  
	
   

  	
  o Designated LIBOR
  Page:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
           Prime Rate

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
           Treasury Rate

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
           Other

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Spread (Plus Or Minus):

  	
   

  	
  Initial Redemption Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Initial Redemption Percentage:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Annual Redemption Percentage Reduction:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Repayment Date:

  
	
   

  	
   

  	
   

  
	
  Spread Multiplier:                                %

  	
   

  	
  Renewable: o Yes     o No

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Extendible: o Yes     o No

  
	
   

  	
   

  	
   

  
	
  Interest Category:

  	
   

  	
   

  
	
  o Regular
  Floating Rate Note

  	
   

  	
  Final Maturity Date:

  
	
   

  	
   

  	
   

  
	
  o Floating
  Rate/Fixed Rate Note

  	
   

  	
   

  
	
   

  	
  Fixed Rate Commencement Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Fixed Interest Rate:                   %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  o Inverse
  Floating Rate Note

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Initial Interest Reset Date:

  	
   

  	
  Maximum Interest Rate:

  	
  %

  
	
   

  	
   

  	
   

  
	
  Interest Reset Dates:

  	
   

  	
  Minimum Interest Rate:

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Interest Payment Dates (in the case of a Floating Rate Note and, in
  the case of a Fixed Rate Note, other than as set forth below):

  	
   

  	
   

  
	
  Regular Record Dates (if other than as set forth below):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Interest Determination Dates:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Additional Amounts applicable for Company:

  	
   

  	
   

  
	
  o Yes

  	
   

  	
   

  
	
  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Additional Amounts applicable for Guarantors:

  	
   

  	
   

  
						



 


A-2-5

















 


	
  o Yes

  	
   

  	
   

  
	
  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Addendum Attached

  	
   

  	
  Other Provisions:

  
	
  o Yes

  	
   

  	
   

  
	
  o No

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Authorized Denomination (only if non-U. S. dollar denominated Note):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Calculation Agent (if other than the Trustee):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Interest Payment Period:

  	
   

  	
   

  



 


Harley-Davidson Funding Corp., a corporation duly
organized under the laws of the State of Nevada (herein called the “Company,”
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the Principal Amount specified above, as revised by the
Schedule of Increases and Decreases in Global Security attached hereto, on the
Maturity Date specified above and to pay to the registered holder of this Note
(the “Holder”) interest on said Principal Amount at a rate per annum specified
above and upon the terms provided below under either the heading “Provisions
Applicable to Fixed Rate Notes Only” or “Provisions Applicable to Floating Rate
Notes Only.”


 


This Note is one of a duly authorized issue of notes
of the Company (herein referred to as the “Notes”), all issued or to be issued
in one or more series under an indenture, dated as of November        ,
2003 (as may be supplemented from time to time, the “Indenture”), among the Company,
Harley-Davidson Financial Services, Inc., Harley-Davidson Credit Corp., (each
of Harley-Davidson Financial Services, Inc. and Harley-Davidson Credit Corp.
being a “Guarantor” and, collectively, the “Guarantors”) and BNY Midwest Trust
Company, as trustee (the “Trustee,” which term includes any successor trustee
under the Indenture), to which Indenture reference is hereby made for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Trustee, the Company, the Guarantors and the
Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The Notes of this series are limited (except as
otherwise provided in the Indenture) to the aggregate principal amount established
from time to time by the Company Board of Directors. The Notes of this series
may be issued at various times with different maturity dates and different
principal repayment provisions, may bear interest at different rates and may
otherwise vary, all as provided in the Indenture. The Notes of this series may
be subject to redemption upon notice and in accordance with the provisions of
this Note and the Indenture. The Company and the Guarantors may defease the
Notes of this series in accordance with the provisions of the Indenture.


 


To secure the due and punctual payment of principal,
any premium, any interest and Additional Amounts (as defined in the Indenture)
on this Note by the Company under the Indenture, when and as the same shall
become due and payable, whether at the Maturity Date, by


 


A-2-6

















 


declaration of acceleration, call for redemption or otherwise, each
Guarantor has unconditionally guaranteed this Note pursuant to the terms of the
Guarantee endorsed hereon and in Section 1401 of the Indenture (the “Guarantee”).


 


As used herein, the term “Business Day” means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York; provided,
however, that if a Specified Currency is specified above, the day is
also not a day on which commercial banks are authorized or required by law,
regulation or executive order to close in the Principal Financial Center (as
defined below) of the country issuing such Specified Currency or, if such
Specified Currency is the Euro, the day is also a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET)
System is open; provided further that if LIBOR is
indicated above to be an applicable Interest Rate Basis, the day is also a
London Banking Day (as defined below).


 


“Principal Financial Center” means, unless otherwise
provided in this Note:


 


(1) the
capital city of the country issuing the Specified Currency; or


 


(2)
the capital city of the country to which the LIBOR Currency relates,


 


except,
in each case, that with respect to United States dollars, Australian dollars,
Canadian dollars, South African rand and Swiss francs, the “Principal Financial
Center” will be The City of New York, Sydney and (solely in the case of the
Specified Currency) Melbourne, Toronto, Johannesburg and Zurich, respectively.


 


“London Banking Day” means a day which commercial banks
are open for business, including dealings in the LIBOR Currency specified
above, in London.


 


Provisions
Applicable To Fixed Rate Notes Only:


 


If the “Fixed Rate” line above is checked, unless
otherwise specified above, the Company will pay interest semiannually on         
and          of each year (each such
date fixed for the payment of interest, an “Interest Payment Date”) commencing         ,
and on the Maturity Date or upon earlier redemption or repayment to the person
to whom principal is payable. Interest shall accrue from the Original Issue
Date, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for on this Note to, but excluding, the next following
Interest Payment Date, Maturity Date, or earlier date of redemption or
repayment, as the case may be. Interest on Fixed Rate Notes will be computed on
the basis of a 360-day year consisting of twelve 30-day months.


 


If any Interest Payment Date or the Maturity Date (or
the date of earlier redemption or repayment) of this Fixed Rate Note falls on a
day that is not a Business Day, the payment will be made on the next Business
Day as if it were made on the date such payment was due, and no interest will
accrue on the amount so payable for the period from and after such Interest
Payment Date or the Maturity Date (or the date of earlier redemption or
repayment), as the case may be.


 


A-2-7

















 


Provisions
Applicable To Floating Rate Notes Only:


 


If the “Floating Rate” line above is checked, the
Company will pay interest on the Interest Payment Dates shown specified above
at the Initial Interest Rate specified above until the first Interest Reset
Date specified above following the Original Issue Date specified above and thereafter
at a rate determined in accordance with the provisions hereinafter set forth
under the headings “Determination of CD Rate,” “Determination of CMT Rate,” “Determination
of Commercial Paper Rate,” “Determination of Federal Funds Rate,” “Determination
of LIBOR,” “Determination of Prime Rate” or “Determination of Treasury Rate,”
depending on whether the Interest Rate Basis is the CD Rate, the CMT Rate, the
Commercial Paper Rate, the Federal Funds Rate, LIBOR, the Prime Rate, the
Treasury Rate or other Interest Rate Basis.


 


An interest payment shall be the amount of interest
accrued from and including the Original Issue Date, or from and including the
last Interest Payment Date to which interest has been paid, to, but excluding,
the next following Interest Payment Date, Maturity Date, or date of earlier
redemption or repayment, as the case may be (an “Interest Period”).
Notwithstanding any provision herein to the contrary, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified above.


 


If any Interest Payment Date for any Floating Rate
Note, other than an Interest Payment Date at maturity, would fall on a day that
is not a Business Day, such Interest Payment Date will be the following day
that is a Business Day, and interest will continue to accrue to the following
Business Day, except that if LIBOR is the applicable Interest Rate Basis, if
such Business Day is in the next succeeding calendar month, such Interest Payment
Date will be the immediately preceding day that is a Business Day. If the
Maturity Date (or date of earlier redemption or repayment) of any Floating Rate
Note would fall on a day that is not a Business Day, the payment of interest
and principal (and premium, if any) may be made on the next succeeding Business
Day, and no interest on such payment will accrue for the period from and after
the Maturity Date (or the date of earlier redemption or repayment).


 


Commencing with the first Interest Reset Date specified
above following the Original Issue Date, the rate at which interest on this
Note is payable shall be adjusted daily, weekly, monthly, quarterly,
semi-annually or annually as specified above under “Interest Reset Dates.”


 


The interest rate borne by this Note will be
determined as follows:


 


(i)            Unless
the Interest Category of this Note is specified above as a “Floating Rate/Fixed
Rate Note” or an “Inverse Floating Rate Note” or in the event either “Other
Provisions” or an Addendum hereto applies, in each case, relating to a
different interest rate formula, this Note shall be designated as a “Regular
Floating Rate Note” and, except as set forth below or specified above under “Other
Provisions” or in an Addendum hereto, shall bear interest at the rate determined
by reference to the applicable Interest Rate Basis or Bases (a) plus or
minus the applicable Spread, if any, and/or (b) multiplied by the
applicable Spread Multiplier, if any; in each case as specified above.
Commencing on the Initial Interest Reset Date, the rate at which interest on
this Note shall be payable shall be reset as of each Interest Reset Date
specified above; provided, however, that the
interest rate in effect for the period, if any, from the Original Issue Date to
the Initial Interest Reset Date shall be the Initial Interest Rate.


 


A-2-8

















 


(ii)           If
the Interest Category of this Note is specified above as a “Floating Rate/Fixed
Rate Note” then, except as set forth below or specified above under “Other
Provisions” or in an Addendum hereto, this Note shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis or Bases
(a) plus or minus the applicable Spread, if any, and/or
(b) multiplied by the Spread Multiplier, if any, in each case as specified
above. Commencing on the Initial Interest Reset Date, the rate at which
interest on this Note shall be payable shall be reset as of each Interest Reset
Date; provided, however,
that (y) the interest rate in effect for the period, if any, from the
Original Issue Date to the Initial Interest Reset Date shall be the Initial
Interest Rate and (z) the interest rate in effect for the period
commencing on, and including, the Fixed Rate Commencement Date specified above
to the Maturity Date (or date of earlier redemption or repayment) shall be the
Fixed Interest Rate specified above or, if no Fixed Interest Rate is so
specified, the interest rate in effect on the day immediately preceding the
Fixed Rate Commencement Date.


 


(iii)          If
the Interest Category of this Note is specified above as an “Inverse Floating
Rate Note” then, except as set forth below or specified above under “Other
Provisions” or in an Addendum hereto, this Note shall bear interest at (a) the
Fixed Interest Rate specified above minus (b) the rate determined by reference
to the applicable Interest Rate Basis or Bases: ,


 


(x)            plus
or minus the applicable Spread, if any, and/or


 


(y)           multiplied
by the applicable Spread Multiplier, if any, in each case as specified above;


 


provided,
however, that, unless otherwise
specified above under “Other Provisions” or in an Addendum hereto, the interest
rate hereon shall not be less than zero.


 


Commencing on the Initial Interest Reset Date, the
rate at which interest on this Note shall be payable shall be reset on each
Interest Reset Date; provided, however, that the interest rate in effect for the period, if
any, from the Original Issue Date to the Initial Interest Reset Date shall be
the Initial Interest Rate set forth above.


 


The “Spread” is the number of basis points (one basis
point equals one-hundredth of a percentage point) specified above to be added
to or subtracted from the Interest Rate Basis for a Floating Rate Note, and the
“Spread Multiplier” is the percentage specified above by which the Interest
Rate Basis for such Floating Rate Note will be multiplied. Both a Spread and/or
a Spread Multiplier may be applicable to the Interest Rate Basis for a
particular Floating Rate Note, as set forth above.


 


Each such adjusted Interest Rate Basis shall be
applicable on and after the Interest Reset Date to which it relates but not
including the next succeeding Interest Reset Date. If any Interest Reset Date
is a day that is not a Business Day, such Interest Reset Date shall be postponed
to the next day that is a Business Day, except that if the rate of interest on
this Note shall be determined by reference to LIBOR and such Business Day is in
the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day. In addition, if the Treasury Rate is the
applicable Interest Rate Basis and the Interest Determination Date would
otherwise fall on an Interest Reset Date, then the Interest Reset Date will be
postponed to the next


 


A-2-9

















 


succeeding Business Day. Subject to applicable provisions of law
(including usury laws) and except as specified in this Note, on each Interest
Reset Date, the rate of interest on this Note shall be the rate determined in
accordance with the provisions of the applicable heading below.


 


With respect to a Floating Rate Note, accrued interest
shall be calculated by multiplying the principal amount of thereof by an
accrued interest factor. Such accrued interest factor will be computed by
adding the interest factors calculated for each day in the Interest Period or
from the last date from which accrued interest is being calculated. The
interest factor for each such day is computed by dividing the interest rate
applicable to such day by 360, in the cases of CD Rate Notes, Commercial Paper
Rate Notes, Federal Funds Rate Notes, LIBOR Notes and Prime Rate Notes or by
the number of days in the year, in the cases of CMT Rate Notes and Treasury
Rate Notes. The interest rate applicable to any day that is an Interest Reset
Date will be the interest rate effective on such Interest Reset Date. The
interest rate applicable to any other day will be the interest rate for the
immediately preceding Interest Reset Date (or, if none, the Initial Interest Rate,
as specified above).


 


The “Calculation Date,” where applicable, pertaining
to an Interest Determination Date will be the earlier of (i) the tenth
calendar day after such Interest Determination Date or, if any such day is not
a Business Day, the next succeeding Business Day or (ii) the Business Day
preceding the applicable Interest Payment Date or the Maturity Date (or the
date of earlier redemption or repayment), as the case may be.


 


BNY Midwest Trust Company shall be the calculation
agent unless another calculation agent is specified above (the “Calculation
Agent”). The interest rate applicable to each interest period will be
determined by the Calculation Agent on or prior to the applicable Calculation
Date. At the request of the Holder, the Calculation Agent will provide the
interest rate then in effect and, if determined, the interest rate which will
become effective on the next Interest Reset Date.


 


All percentages resulting from any calculation of the
rate of interest on a Floating Rate Note will be rounded, if necessary, to the
nearest one hundred-thousandth of a percent (.0000001), with five
one-millionths of a percentage point rounded upward, and all dollar amounts
used in or resulting from such calculation on Floating Rate Notes will be
rounded to the nearest cent (with one-half cent being rounded upward).


 


Determination of CD Rate. If the
Interest Rate Basis, as specified above, is, or is calculated by reference to,
the CD Rate, unless otherwise specified above, the “CD Rate” for each Interest
Reset Date will be determined by the Calculation Agent as of the second
Business Day prior to such Interest Reset Date (a “CD Interest Determination
Date”) and shall be the rate on the applicable CD Interest Determination Date
for negotiable United States dollar certificates of deposit having the Index
Maturity specified above as published in H.15(519) (as defined below) on such
CD Interest Determination Date under the heading “CDs (secondary market).” If
the rate referred to in the preceding sentence is not so published by 3:00
p.m., New York City time, on the applicable Calculation Date, the CD Rate shall
be the rate on the applicable CD Interest Determination Date for negotiable
United States dollar certificates of deposit of the Index Maturity specified above
as published in H.15 Daily Update (as defined below), or other recognized
electronic source used for the purpose of displaying the applicable rate, under
the


 


A-2-10

















 


caption “CDs (secondary market).” If the rate referred to in the
preceding sentence is not so published by 3:00 p.m., New York City time, on the
applicable Calculation Date, the CD Rate shall be the rate on the applicable CD
Interest Determination Date calculated by the Calculation Agent on the Notes as
the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New
York City time, on the applicable CD Interest Determination Date, of three
leading non-bank dealers in negotiable United States dollar certificates of
deposit in The City of New York selected by the Calculation Agent for
negotiable United States dollar certificates of deposit of major United States
money market banks with a remaining maturity closest to the Index Maturity
specified above in an amount that is representative for a single transaction in
that market at that time. If the dealers selected by the Calculation Agent as
provided in the preceding sentence are not quoting as mentioned in such
sentence, the CD Rate shall be the CD Rate in effect on the applicable CD
Interest Determination Date.


 


“H.15(519)” means the weekly statistical release
designated as H.15(519), or any successor publication, published by the Board
of Governors of the Federal Reserve System.


 


“H.15 Daily Update” means the daily update of H.15(519),
available through the world-wide-web site of the Board of Governors of the
Federal Reserve System at http://www.federalreserve.gov /releases/h15/update,
or any successor site or publication.


 


Determination of CMT Rate. If
the Interest Rate Basis, as specified above, is, or is calculated by reference
to, the CMT Rate, unless otherwise specified above, the “CMT Rate” for each
Interest Reset Date will be determined by the Calculation Agent as of the
second Business Day prior to such Interest Reset Date (a “CMT Interest
Determination Date”) and shall be the rate displayed on the Designated CMT
Moneyline Telerate Page (as defined below) under the caption “...Treasury
Constant Maturities...Federal Reserve Board Release H.15...Mondays
Approximately 3:45 p.m.,” under the column for the Designated CMT Maturity
Index for (i) if the Designated CMT Moneyline Telerate Page is specified above
as 7051, the CMT Rate for such CMT Interest Determination Date will be a
percentage equal to the yield for United States Treasury securities at
“constant maturity” having the Index Maturity specified above, as published in
H.15(519) under the caption “Treasury Constant Maturities,” as the yield is
displayed on Moneyline Telerate (or any successor service), on page 7051 (or
any other page as may replace page 7051 on that service) (“Moneyline Telerate
Page 7051”), for the applicable CMT Interest Determination Date. If the rate
referred to in the preceding sentence does not appear on Moneyline Telerate
Page 7051, the CMT Rate for such CMT Interest Determination Date will be a
percentage equal to the yield for United States Treasury securities at
“constant maturity” having the Index Maturity specified above, and for the
applicable CMT Interest Determination Date as published in H.15(519) under the
caption “Treasury Constant Maturities.” In the event the rate referred to in
the preceding sentence does not appear in H.15(519), then the CMT Rate for such
CMT Interest Determination Date will be the rate on the applicable CMT Interest
Determination Date for the period of the Index Maturity specified above, as may
then be published by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate which would otherwise have been
published in H.15(519). In the event the rate referred to in the preceding
sentence is not published, the CMT Rate on the applicable CMT Interest
Determination Date will be calculated by the Calculation Agent as a yield to
maturity based on the arithmetic mean of the secondary market bid prices at
approximately 3:30 p.m., New York


 


A-2-11

















 


City time, on the applicable CMT Interest Determination Date of three
leading primary United States government securities dealers in The City of New
York, which may include an agent of the Company or such agent’s affiliates
(each a “Reference Dealer”), selected by the Calculation Agent (from five
Reference Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest), and the lowest
quotation (or, in the event of equality, one of the lowest)), for United States
Treasury securities with an original maturity equal to the Index Maturity
specified above, a remaining term to maturity no more than one year shorter
than the Index Maturity specified above and in a principal amount that is
representative for a single transaction in the securities in the market at that
time. If fewer than five but more than two of the prices referred to in the
above sentence are provided as requested, the CMT Rate on the applicable CMT
Interest Determination Date will be calculated by the Calculation Agent based
on the arithmetic mean of the bid prices obtained, and neither the highest nor
the lowest of the quotations shall be eliminated; provided,
however, that if fewer than three prices
referred to above are provided as requested, the CMT Rate on the applicable CMT
Interest Determination Date will be calculated by the Calculation Agent as a
yield to maturity based on the arithmetic mean of the secondary market bid
prices as of approximately 3:30 p.m., New York City time, on the applicable CMT
Interest Determination Date of three Reference Dealers selected by the
Calculation Agent from five Reference Dealers selected by the Calculation Agent
and eliminating the highest quotation or, in the event of equality, one of the
highest and the lowest quotation or, in the event of equality, one of the lowest,
for United States Treasury securities with an original maturity greater than
the Index Maturity specified above, and a remaining term to maturity closest to
the Index Maturity specified above, and in a principal amount that is
representative for a single transaction in the securities in the market at that
time. However, if fewer than five but more than two prices referred to above
are provided as requested, the CMT Rate on the applicable CMT Interest
Determination Date will be calculated by the Calculation Agent based on the
arithmetic mean of the bid prices obtained, and neither the highest nor the
lowest of the quotations will be eliminated. If fewer than three prices
referred to above are provided as requested, the CMT Rate on the applicable CMT
Interest Determination Date will be the CMT Rate in effect on the applicable
CMT Interest Determination Date and (ii) if the CMT Moneyline Telerate Page is
7052, the CMT Rate for such CMT Interest Determination Date will be a
percentage equal to the one-week or one-month, as specified above, and will be
the average yield for United States Treasury securities at “constant maturity”
having the Index Maturity specified above, as published in H.15(519) opposite
the caption “Treasury Constant Maturities,” as the yield is displayed on
Moneyline Telerate (or any successor service) on page 7052 (or any other page
as may replace page 7052 on that service) (“Moneyline Telerate Page 7052”), for
the week or month, as applicable, ended immediately preceding the week or month,
as applicable, in which the related CMT Interest Determination Date falls. If
the rate referred to in the preceding sentence does not appear on Moneyline
Telerate Page 7052, then the CMT Rate for such CMT Interest Determination Date
will be a percentage equal to the one-week or one-month, as specified above,
average yield for United States Treasury securities at “constant maturity”
having the Index Maturity specified above, and for the week or month, as
applicable, preceding the applicable CMT Interest Determination Date as
published in H.15(519) opposite the caption “Treasury Constant Maturities.” If
the rate referred to in the preceding sentence does not appear in H.15(519),
then the CMT Rate for such CMT Interest Determination Date will be the one-week
or one-month, as specified above, average yield for United States Treasury
securities at “constant maturity” having the Index Maturity specified above, as
otherwise


 


A-2-12

















 


announced by the Federal Reserve Bank of New York for the week or
month, as applicable, ended immediately preceding the week or month, as
applicable, in which the related CMT Interest Determination Date falls. If the
Federal Reserve Bank of New York does not publish the rate referred to above,
the rate on the applicable CMT Interest Determination Date will be calculated
by the Calculation Agent as a yield to maturity based on the arithmetic mean of
the secondary market bid prices at approximately 3:30 p.m., New York City time,
on the applicable CMT Interest Determination Date of three Reference Dealers
selected by the Calculation Agent (from five Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest), and the lowest quotation (or, in the event of
equality, one of the lowest)), for United States Treasury securities with an
original maturity equal to the Index Maturity specified above, and a remaining
term to maturity no more than one year shorter than the Index Maturity
specified above, and in a principal amount that is representative for a single
transaction in the securities in the market at that time. If fewer than five
but more than two of the prices referred to above are provided as requested,
the rate on the applicable CMT Interest Determination Date will be calculated
by the Calculation Agent based on the arithmetic mean of the bid prices
obtained, and neither the highest nor the lowest of the quotations shall be
eliminated. If fewer than three prices referred to above are provided as
requested, the rate on the applicable CMT Interest Determination Date will be
calculated by the Calculation Agent as a yield to maturity based on the
arithmetic mean of the secondary market bid prices as of approximately 3:30
p.m., New York City time, on the applicable CMT Interest Determination Date of
three Reference Dealers selected by the Calculation Agent (from five Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
or (in the event of equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest)), for United States Treasury
securities with an original maturity greater than the Index Maturity specified
above, and a remaining term to maturity closest to the Index Maturity specified
above and will be in a principal amount that is representative for a single
transaction in the securities in the market at that time. If fewer than five
but more than two prices referred to above are provided as requested, the rate
will be calculated by the Calculation Agent based on the arithmetic mean of the
bid prices obtained, and neither the highest nor the lowest of the quotations
will be eliminated, or if fewer than three prices referred to above are provided
as requested, the CMT Rate will be the CMT Rate in effect on the applicable CMT
Interest Determination Date. If two United States Treasury securities with an
original maturity greater than the Index Maturity as specified above have
remaining terms to maturity equally close to the Index Maturity specified
above, the quotes for the United States Treasury security with the shorter
original remaining term to maturity will be used.


 


“Designated CMT Moneyline Telerate Page” means the
display on Moneyline Telerate or any successor service on the page specified
above (or any other page as may replace the specified page on that service for
the purpose of displaying Treasury Constant Maturities as reported in
H.15(519)). If no such page is specified above, the Designated CMT Moneyline
Telerate Page shall be 7052, for the most recent week.


 


“Designated CMT Maturity Index” means the original
period to maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10,
20 or 30 years) specified above with respect to which the CMT Rate will be
calculated. If no such maturity is specified, the Designated CMT Maturity Index
shall be two years.


 


A-2-13

















 


Determination of Commercial Paper Rate.
If the Interest Rate Basis, as specified above, is, or is calculated by
reference to, the Commercial Paper Rate, unless otherwise specified above, the “Commercial
Paper Rate” for each Interest Reset Date will be determined by the Calculation
Agent as of the second Business Day prior to such Interest Reset Date (a “Commercial
Paper Interest Determination Date”) and shall be the Money Market Yield (as
defined below) on such date of the rate for commercial paper having the Index
Maturity as indicated above, as such rate shall be published in H.15(519) under
the caption “Commercial Paper-Nonfinancial.” In the event that such rate is not
published prior to 3:00 p.m., New York City time, on the applicable Calculation
Date, then the Commercial Paper Rate shall be calculated by the Calculation
Agent as the Money Market Yield of the Commercial Paper Rate on the applicable
Commercial Paper Interest Determination Date for commercial paper having the
Index Maturity specified above, published in H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption “Commercial Paper-Nonfinancial.” If by 3:00 p.m., New
York City time, on the applicable Calculation Date, such rate is not yet
published as provided in the preceding sentence, then the Commercial Paper Rate
on the applicable Commercial Paper Interest Determination Date shall be
calculated by the Calculation Agent as the Money Market Yield of the arithmetic
mean of the offered rates at approximately 11:00 a.m., New York City time, on
the applicable Commercial Paper Interest Determination Date of three leading
dealers of United States dollar commercial paper in The City of New York, which
may include an agent of the Company or such agent’s affiliates, selected by the
Calculation Agent for commercial paper having the Index Maturity specified
above, placed for industrial issuers whose bond rating is “Aa,” or the
equivalent, from a nationally recognized statistical rating organization; provided, however, that
if the dealers selected as aforesaid by the Calculation Agent are not quoting
offered rates as mentioned in this sentence, the Commercial Paper Rate will be
the Commercial Paper Rate in effect on the applicable Commercial Paper Interest
Determination Date.


 


“Money Market Yield” shall be a yield calculated in
accordance with the following formula and expressed as a percentage:


 


	
  Money market yield  =

  	
   

  	
   

  	
  D  ́
  360

  	
   

  	
    ́ 100

  
	
   

  	
  360 - (D  ́
  M)

  



 


where “D”
refers to the applicable per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and “M” refers to the actual number
of days in the interest period for which interest is being calculated.


 


Determination of Federal Funds Rate.
If the Interest Rate Basis, as specified above, is, or is calculated by
reference to the Federal Funds Rate, unless otherwise specified above, the “Federal
Funds Rate” with respect to each Interest Reset Date will be determined by the
Calculation Agent as of the first Business Day prior to such Interest Reset
Date (a “Federal Funds Interest Determination Date”) and shall be the rate on
that date for United States dollar Federal Funds as published in H.15(519)
under the heading “Federal Funds (Effective),” as displayed on Moneyline
Telerate or any successor service on page 120 or any other page as may replace
the applicable page on that service (“Moneyline Telerate Page 120”) or, if such
rate does not appear on Moneyline Telerate Page 120, or is not so published by
3:00 p.m., New York City time, on the applicable Calculation Date, the rate on
the applicable Federal Funds Interest


 


A-2-14

















 


Determination Date for United States dollar Federal Funds will be the
rate on such Federal Funds Interest Determination Date as published in H.15
Daily Update, or other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption “Federal Funds/Effective
Rate.” If such rate is not so published by 3:00 p.m., New York City time, on
the applicable Calculation Date, the Federal Funds Rate will be calculated by
the Calculation Agent and will be the arithmetic mean of the rates for the last
transaction in overnight United States dollar Federal Funds arranged by three
leading brokers of United States dollar Federal Funds transactions in The City
of New York, which may include an agent of the Company or such agent’s
affiliates, selected by the Calculation Agent before 9:00 a.m., New York City
time, on the applicable Federal Funds Interest Determination Date; provided, however, that
if the brokers selected as aforesaid by the Calculation Agent are not quoting
as mentioned in this sentence, the Federal Funds Rate will be the Federal Funds
Rate in effect on the applicable Federal Funds Interest Determination Date.


 


Determination of LIBOR. If the
Interest Rate Basis, as specified above, is, or is calculated by reference to,
LIBOR, unless otherwise specified above, “LIBOR” for each Interest Reset Date
will be determined by the Calculation Agent as of the second London Banking Day
prior to such Interest Reset Date (a “LIBOR Interest Determination Date”) and
in accordance with the following provisions:


 


(i)
LIBOR will be either: (a) if “LIBOR Reuters” is specified above, LIBOR will be
the arithmetic mean of the offered rates (unless the specified Designated LIBOR
Page (as defined below) by its terms provides only for a single rate, in which
case such single rate shall be used) for deposits in the LIBOR Currency having
the Index Maturity specified above, commencing on the second London Banking Day
immediately following such LIBOR Interest Determination Date, that appear on
the Designated LIBOR Page specified above, as of 11:00 a.m., London time, on
the applicable LIBOR Interest Determination Date, if at least two such offered
rates appear (unless, as aforesaid, only a single rate is required) on such
Designated LIBOR Page, or (b) if “LIBOR Moneyline Telerate” is specified above
or if neither “LIBOR Reuters” nor “LIBOR Moneyline Telerate” is specified as
the method for calculating LIBOR, LIBOR will be the rate for deposits in the
LIBOR Currency (as defined below) having the Index Maturity specified above,
commencing on the second London Banking Day immediately following such LIBOR
Interest Determination Date that appears on the Designated LIBOR Page as of
11:00 a.m., London time, on the applicable LIBOR Interest Determination Date.
If fewer than two such offered rates appear, or if no such rate appears, as the
case may be, LIBOR in respect of the related LIBOR Interest Determination Date
will be determined in accordance with provisions described in clause (ii)
below.


 


(ii)
With respect to a LIBOR Interest Determination Date on which fewer than two
offered rates appear, or no rate appears, as the case may be, on the applicable
Designated LIBOR Page as specified in clause (i) above, the rate calculated by
the Calculation Agent will be the arithmetic mean of at least two quotations
obtained by the Calculation Agent after requesting the principal London offices
of each of four major reference banks, which may include an agent of the
Company or such agent’s affiliates, in the London interbank market, to provide
the Calculation Agent with its offered quotation for deposits in the LIBOR
Currency for the period of the Index Maturity specified above,


 


A-2-15

















 


commencing
on the second London Banking Day immediately following the applicable LIBOR
Interest Determination Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on the applicable LIBOR Interest
Determination Date and in a principal amount that is representative for a
single transaction in the applicable LIBOR Currency in that market at that
time. If fewer than two quotations are provided, LIBOR determined on the applicable
LIBOR Interest Determination Date calculated by the Calculation Agent will be
the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the
applicable Principal Financial Center, on the LIBOR Interest Determination Date
by three major banks, which may include an agent of the Company or such agent’s
affiliates, in the applicable Principal Financial Center(s) selected by the
Calculation Agent for loans in the LIBOR Currency to leading European banks,
having the Index Maturity specified above and in a principal amount that is
representative for a single transaction in the applicable LIBOR Currency in
that market at that time; provided, however,
that if the banks so selected by the Calculation Agent are not quoting as
mentioned in this sentence, LIBOR determined as of such LIBOR Interest
Determination Date will be the LIBOR rate in effect on the applicable LIBOR
Interest Determination Date.


 


“LIBOR Currency” means the currency (including
composite currencies) specified above as the currency for which LIBOR shall be
calculated. If no such currency is specified above, the LIBOR Currency shall be
United States dollars.


 


“Designated LIBOR Page” means either (a) if “LIBOR
Reuters” is specified above, the display on the Reuters Monitor Money Rates
Service or any successor service specified above for the purpose of displaying
the London interbank rates of major banks for the applicable LIBOR Currency, or
(b) if “LIBOR Moneyline Telerate” is specified above or neither “LIBOR Reuters”
nor “LIBOR Moneyline Telerate” is specified as the method for calculating
LIBOR, the display on Moneyline Telerate or any successor service specified
above, for the purpose of displaying the London interbank rates of major banks
for the applicable LIBOR Currency.


 


Determination of Prime Rate. If
the Interest Rate Basis, as specified above, is, or is calculated by reference
to, the Prime Rate, unless otherwise specified above, the “Prime Rate” with
respect to each Interest Reset Date will be determined by the Calculation Agent
as of the first Business Day prior to such Interest Reset Date (a “Prime
Interest Determination Date”) and shall be the rate set forth on such date as
published in H.15(519) under the caption “Bank Prime Loan,” or if not so
published prior to 3:00 p.m., New York City time, on the applicable Calculation
Date pertaining to such Prime Interest Determination Date, then the Prime Rate.
will be as published in H.15 Daily Update, or such other recognized electronic
source used for the purpose of displaying the applicable rate under the caption
“Bank Prime Loan,” or if not so published prior to 3:00 p.m., New York City
time, on the applicable Calculation Date pertaining to such Prime Interest
Determination Date, then the Prime Rate will be determined by the Calculation
Agent as the arithmetic mean of the rates of interest publicly announced by
each bank that appears on the Reuters Screen US PRIME 1 Page (as defined below)
as the particular bank’s prime rate or base lending rate as of 11:00 a.m., New
York City time, on the applicable Prime Interest Determination Date. If fewer
than four such rates are so published by 3:00 p.m., New York City time, on the
applicable Calculation Date as shown on the Reuters Screen US PRIME 1 Page for
the Prime Interest Determination Date, the Prime Rate will be determined by


 


A-2-16

















 


the Calculation Agent as the arithmetic mean of the prime rates or base
lending rates quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on the applicable Prime
Interest Determination Date by three major banks, which may include an agent of
the Company or such agent’s affiliates, in The City of New York selected by the
Calculation Agent. However, if the banks selected by the Calculation Agent are
not quoting as mentioned in the preceding sentence, the Prime Rate will be the
Prime Rate in effect on the applicable Prime Interest Determination Date.


 


“Reuters Screen US PRIME 1 Page” means the display
designated as “US PRIME 1 Page” on the Reuters Monitor Money Rates Service (or
any successor service on the “US PRIME 1 Page” or other page as may replace the
US PRIME 1 Page on such service for the purpose of displaying prime rates or
base lending rates of major United States banks).


 


Determination of Treasury Rate.
If the Interest Rate Basis, as specified above, is, or is calculated by
reference to the Treasury Rate, unless otherwise specified above, the “Treasury
Rate” for each Interest Reset Date will be the rate from the auction held on
the applicable Interest Determination Date (the “Auction”) of direct
obligations of the United States (“Treasury Bills”) having the Index Maturity,
as specified above, as published under the caption “Investment Rate” on the display
on Moneyline Telerate or any successor service on page 56 or any other page as
may replace page 56 on that service or page 57 or any other page as may replace
page 57 on that service, or, if the rate is not so published by 3:00 p.m., New
York City time, on the applicable Calculation Date pertaining to such Treasury
Rate Determination Date (as defined below), the Bond Equivalent Yield of the
rate for the applicable Treasury Bills as published in H.15 Daily Update, or
other recognized electronic source used for the purpose of displaying the
applicable rate, under the caption “U.S. Government Securities/Treasury
Bills/Auction High,” or, if the rate is not so published by 3:00 p.m., New York
City time, on the applicable Calculation Date pertaining to such Treasury Rate
Determination Date, the Bond Equivalent Yield of the auction rate of the
applicable Treasury Bills announced by the United States Department of the
Treasury, or, if the rate is not announced by the United States Department of
the Treasury, or if the Auction is not held, the Bond Equivalent Yield of the
rate on the applicable Treasury Rate Determination Date of Treasury Bills
having the Index Maturity specified above, published in H.15(519) under the
caption “U.S. Government Securities/Treasury Bills/Secondary Market,” or, if
the rate is not so published by 3:00 p.m., New York City time, on the
applicable Calculation Date pertaining to such Treasury Rate Determination
Date, the rate on the applicable Treasury Rate Determination Date of the applicable
Treasury Bills as published in H.15 Daily Update, or other recognized
electronic source used for the purpose of displaying the applicable rate, under
the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” In
the event that the results of the auction of Treasury Bills having the
applicable Index Maturity specified above are not published or reported, as
provided above, by 3:00 p.m., New York City time, on the applicable Calculation
Date or if no such auction is held on such Treasury Rate Determination Date,
then the Treasury Rate on the applicable Treasury Rate Determination Date shall
be calculated by the Calculation Agent and shall be the Bond Equivalent Yield
of the arithmetic mean of the secondary market bid rates, as of approximately
3:30 p.m., New York City time, on the applicable Treasury Rate Determination
Date, of three primary United States government securities dealers, which may
include the agent or its affiliates, selected by the Calculation Agent, for the
issue of Treasury Bills with a remaining maturity closest to the Index Maturity
specified above; provided, however,
that if the dealers selected as aforesaid by the


 


A-2-17

















 


Calculation Agent are not quoting as mentioned in this sentence, the
Treasury Rate will be the Treasury Rate in effect on the applicable Treasury
Rate Determination Date.


 


The “Treasury Rate Determination Date” for any
Interest Reset Date will be the day of the week in which such Interest Reset
Date falls on which Treasury Bills would normally be auctioned. Treasury Bills
are normally sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except such auction may be held on the preceding Friday. If, as the result of a
legal holiday, an auction is so held on the preceding Friday, such Friday will
be the Treasury Rate Determination Date pertaining to the Interest Reset Date
occurring in the next succeeding week.


 


“Bond Equivalent Yield” means a yield calculated in
accordance with the following formula and expressed as a percentage:


 


	
  Bond Equivalent Yield  =

  	
   

  	
   

  	
  D  ́
  N

  	
   

  	
    ́ 100

  
	
   

  	
  360 - (D  ́
  M)

  



 


where “D”
refers to the applicable per annum rate for Treasury Bills quoted on a bank
discount basis and expressed as a decimal; “N” refers to 365 or 366, as the
case may be, and “M” refers to the actual number of days in the interest period
for which interest is being calculated.


 


Provisions
Applicable To Both Fixed Rate Notes And Floating Rate Notes:


 


The interest so payable on any Interest Payment Date
will, subject to certain exceptions in the Indenture hereinafter referred to,
be paid to the person in whose name this Note is registered at the close of
business on the Regular Record Date (as defined below) immediately preceding
such Interest Payment Date or, if the Interest Payment Date is the Maturity
Date or the date of earlier redemption or repayment, to the person in whose
name this Note is registered at the close of business on the Maturity Date or
such earlier date of redemption or repayment; provided,
however, that if the Original Issue Date
is between a Regular Record Date and an Interest Payment Date or on an Interest
Payment Date, interest for the period from and including the Original Issue
Date to, but excluding, the Interest Payment Date relating to such Regular
Record Date shall be paid on the next succeeding Interest Payment Date to the
person in whose name this Note is registered on the close of business on the
Regular Record Date preceding such Interest Payment Date. If this Note bears
interest at a Fixed Rate, as specified above, unless otherwise specified above,
the “Regular Record Date” with respect to any Interest Payment Date shall be
the first day of        and       
preceding such Interest Payment Date, whether or not such date shall be a
Business Day. If this Note bears interest at a Floating Rate, as specified
above, the .”Regular Record Date” with respect to any Interest Payment Date
shall be the fifteenth calendar day next preceding such Interest Payment Date,
whether or not such date shall be a Business Day.


 


Payment of principal, premium, if any, and interest in
respect of this Note due on the Maturity Date or any earlier redemption or
repayment date will be made in immediately available funds upon presentation
and surrender of this Note; provided, however, that if a Specified Currency is specified above and
such payment is to be made in such Specified Currency in accordance with the
provisions set forth below, such payment will be made by wire


 


A-2-18

















 


transfer of immediately available funds to an account with a bank
designated by the Holder hereof at least 15 calendar days prior to the Maturity
Date or such earlier redemption or repayment date, as the case may be, provided
that such bank has appropriate facilities therefor and that this Note is
presented and surrendered at the Place of Payment specified above in time for
the Trustee to make such payment in such funds in accordance with its normal
procedures. Payment of interest due on any Interest Payment Date, other than
the Maturity Date or any earlier redemption or repayment date, will be made at
the Place of Payment specified above.


 


Whenever in this Note or in the Indenture there is a
reference, in any context, to the payment of the principal of, or interest, if
any, on, or in respect of, the Notes, such payment shall be deemed to include
the payment of Additional Amounts to the extent that, in such context,
Additional Amounts are, were or would be payable in respect of such payment
pursuant to the provisions hereof or thereof and express mention of the payment
of Additional Amounts (if applicable) in any provision hereof or thereof shall
not be construed as excluding Additional Amounts in those provisions hereof
where such express mention is not made.


 


The Company is obligated to make payment of principal,
premium, if any, and interest in respect of this Note in United States dollars
or, if a Specified Currency is indicated above, in such Specified Currency (or,
if such Specified Currency is not at the time of such payment legal tender for
the payment of public and private debts of the country issuing such currency
or, in the case of the Euro, in the member states of the European Union that
have adopted the single currency in accordance with the Treaty Establishing the
European Community, as amended by the Treaty on European Union, such other
currency which is then such legal tender in such country or in the adopting
member states of the European Union, as the case may be). If a Specified
Currency is specified above, except as otherwise provided below, any such
amounts so payable by the Company will be converted by a New York clearing
house bank designated by the Company (the “Exchange Rate Agent”) into United
States dollars for payment to the Holder of this Note.


 


If a Specified Currency is specified above, the Holder
of this Note may elect to receive any amount payable hereunder in such
Specified Currency. If the Holder of this Note shall not have duly made an
election to receive all or a specified portion of any payment of principal,
premium, if any, and/or interest in respect of this Note in such Specified
Currency, any United States dollar amount to be received by the Holder of this
Note will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 a.m., New York City
time, on the second Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the Exchange Rate
Agent) selected by the Exchange Rate Agent and approved by the Company for the
purchase by the quoting dealer of the Specified Currency for United States
dollars for settlement on such payment date in the aggregate amount of the
Specified Currency payable to all Holders of Notes scheduled to receive United
States dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of this Note
by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.


 


If a Specified Currency is specified above, the Holder
of this Note may elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest in respect


 


A-2-19

















 


of this Note in such Specified Currency by submitting a written request
for such payment to the Trustee at the Place of Payment specified above on or
prior to the applicable Record Date or at least 15 calendar days prior to the
Maturity Date (or any earlier redemption or repayment date), as the case may
be. Such written request may be mailed or hand delivered or sent by facsimile
transmission. The Holder of this Note may elect to receive all or a specified
portion of all future payments in the Specified Currency in respect of such
principal, premium, if any, and/or interest and need not file a separate
election for each payment. Such election will remain in effect until revoked by
written notice to the Trustee, but written notice of any such revocation must
be received by the Trustee on or prior to the applicable Record Date or at
least 15 calendar days prior to the Maturity Date (or any earlier redemption or
repayment date), as the case may be.


 


If a Specified Currency is specified above and the
Holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or interest
in respect of this Note in such Specified Currency, but such Specified Currency
is not available for such payment due to the imposition of exchange controls or
other circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to the Holder of this Note by making such
payment in United States dollars on the basis of the Market Exchange Rate (as
defined below) determined by the Exchange Rate Agent on the second Business Day
prior to such payment date or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate on
or before the date on which such payment is due. The “Market Exchange Rate” for
the Specified Currency means the noon dollar buying rate in The City of New
York for cable transfers of the Specified Currency as certified for customs
purposes (or, if not so certified, as otherwise determined) by the Federal
Reserve Bank of New York. Any payment made in United States dollars under such
circumstances shall not constitute an Event of Default (as defined in the
Indenture).


 


All determinations referred to above made by the
Exchange Rate Agent shall be at its sole discretion and shall, in the absence
of manifest error, be conclusive for all purposes and binding on the Holder of
this Note.


 


In case an Event of Default (as defined in the
Indenture) with respect to Notes of this series shall occur and be continuing,
the principal amount (or, if the Note is an Original Issue Discount Note, such
lesser portion of the principal amount as may be applicable) of the Notes of
this series may be declared due and payable, and, with respect to certain
Events of Default, shall automatically become due and payable, in each case in
the manner and with the effect provided in the Indenture. If this Note is an
Original Issue Discount Note, in the event of an acceleration of the Maturity
Date hereof, the amount payable to the Holder of this Note upon such
acceleration will be determined by this Note but will be an amount less than
the amount payable at the Maturity Date of this Note.


 


The Indenture permits, with certain exceptions as
therein provided, the modification of the rights and obligations of the Company
and the Guarantors and the rights of the Holders of the Securities (as defined
in the Indenture) of each series to be affected by such modification under the
Indenture at any time by the Company and the Guarantors with the consent of the
holders of not less than a majority in aggregate principal amount of the Outstanding
Securities (as defined in the Indenture) of each series to be affected by such
modification. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the


 


A-2-20

















 


Outstanding Securities of each series, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company and the
Guarantors with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences.


 


This Note is issuable only in registered form without
coupons in minimum denominations of $1,000 and integral multiples of $1,000 in
excess thereof or other Authorized Denomination specified above.


 


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be registered in
the Security Register of this series upon surrender of this Note for
registration of transfer at the Place of Payment specified above, duly endorsed
by or accompanied by, a written instrument of transfer in form satisfactory to
the Company and the Trustee, duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon a new Note or Notes of this series of
Authorized Denomination and for the same aggregate principal amount, with the
Guarantee endorsed thereon, will be issued to the designated transferee or
transferees.


 


No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


 


The Trustee, and any agent of the Company or the
Trustee may treat the person in whose name this Note is registered in the
Security Register as the owner of this Note for all purposes (other than for
the determination of any Additional Amounts payable) and neither the Company
nor the Trustee nor any such agent shall be affected by any notice to the
contrary.


 


If so specified above, this Note will be redeemable at
the Company’s option on the date or dates specified prior to the Maturity Date
at a price or prices, each as specified above, together with accrued interest
to the date of redemption. This Note will not be subject to any sinking fund.
If so redeemable, the Company may redeem this Note either in whole or from time
to time in part, upon not less than 30, nor more than 60, days’ notice before
the date of redemption. If less than all of the Notes with like tenor and terms
are to be redeemed, the Notes to be redeemed shall be selected by the Trustee
by such method as the Trustee shall deem fair and appropriate.


 


This Notes will be subject to redemption at the option
of the Company, in whole or in part at any time at a redemption price equal to
the greater of (i) 100% of the principal amount of this Note to be redeemed,
and (ii) as determined by the Quotation Agent (as defined below), the sum of
the present values of the remaining scheduled payments of principal and
interest on this Notes to be redeemed (exclusive of interest accrued to the
date of redemption) discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below) plus        basis points,
and accrued but unpaid interest thereon.


 


“Treasury Rate” means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.


 


A-2-21

















 


“Comparable Treasury
Issue” means the U.S. Treasury security selected by the Quotation Agent as
having a maturity comparable to the remaining term of the Notes to be redeemed
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes.


 


“Comparable Treasury
Price” means, with respect to any redemption date, (i) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if
the trustee obtains fewer than five such Reference Treasury Dealer Quotations,
the average of all such Quotations.


 


“Quotation Agent” means
the Reference Treasury Dealer appointed by the Company.


 


“Reference Treasury
Dealer” means (i) each of Banc One Capital Markets, Inc. and Citigroup Global
Markets Inc. (and their respective successors) and three other nationally
recognized investment banking firms that are Primary Treasury Dealers specified
from time to time by the Company; provided, however, that if the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a “Primary Treasury Dealer”), the Company shall substitute therefor another
Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by
the Company.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and
any redemption date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the trustee by such
Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
Business Day preceding such redemption date.


 


Notice of any redemption will be-mailed at least 30
days but not more than 60 days before the redemption date to the Holder hereof
at its address as such address shall appear in the Security Register of the
Company. Unless the Company defaults in the payment of the redemption price on
and after the redemption date, interest will cease to accrue on the principal
amount of this Note called for redemption.


 


The Company can “reopen” a previously issued tranche
of Notes and issue additional Notes of such tranche or establish additional
terms of such tranche or issue notes with the same terms as previously issued
Notes.


 


The Company may at any time purchase this Note at any
price in the open market or otherwise. Notes so purchased by the Company may be
held or resold or, at the discretion of the Company, may be surrendered to the
Trustee for cancellation.


 


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligations of the
Company and the Guarantors, which are absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Note, at the times, place
and rate, and in the coin or currency, herein and in the Indenture prescribed.


 


This Note shall be governed by and construed in
accordance with the laws of the State of New York.


 


A-2-22

















 


By acceptance of this Note, the Holder hereof agrees
to be bound by the provisions of the Indenture. Terms used herein which are
defined in the Indenture shall have the respective meanings assigned thereto in
the Indenture. This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed
by or on behalf of the Trustee under the Indenture.


 


A-2-23

















 


IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed, manually or by facsimile by an
authorized signatory.


 


	
   

  	
  HARLEY-DAVIDSON FUNDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
   

  
	
  Dated:

  



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the

series designated herein and

referred to in the within-mentioned

Indenture.


 


	
  BNY MIDWEST TRUST COMPANY,

  
	
  as Trustee

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  
				



 


A-2-24

















 


GUARANTEE


 


For value received, each of the undersigned hereby
fully, irrevocably and unconditionally guarantees, jointly and severally,
pursuant to the terms of the Guarantee contained in Article Fourteen of the
Indenture, to the Holder of this Note and to the Trustee, on behalf of the
Holder, the due and punctual payment of the principal of, and any premium,
interest and any Additional Amounts on, this Note, when and as the same shall
become due and payable, whether at the stated maturity, by declaration of
acceleration, call for redemption or otherwise, in accordance with the terms of
this Note and the Indenture. This Guarantee will not be valid or obligatory for
any purpose until the Trustee duly executes the certificate of authentication
on the Note upon which this Guarantee is endorsed.


 


	
  Dated:

  	
   

  
	
   

  	
  HARLEY-DAVIDSON FINANCIAL

  SERVICES, INC.

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  HARLEY-DAVIDSON CREDIT CORP.

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
								



 


A-2-25

















 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:


 


	
  TEN COM -

  	
  as tenants in common

  	
   

  	
  UNIF GIFT MIN ACT -                
  Custodian                

  
	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
  TEN ENT -

  	
  as tenants by the entireties

  	
   

  	
  under Uniform Gifts to Minors Act

  
	
   

  	
   

  	
   

  	
   

  
	
  JT TEN -

  	
  as joint tenants with right of

  	
   

  	
   

  	
                                                   

  
	
   

  	
  survivorship and not as tenant

  	
   

  	
   

  	
  (State)

  
	
   

  	
  in common

  	
   

  	
   

  
							



 


Additional abbreviations may also be used
though not in the above list.


 


A-2-26

















 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto:


 


(Please insert social security or other
identifying number of assignee)


 


 


(Name and address of assignee, including zip
code,

must be printed or typewritten)


 


the within Note, and all rights thereunder,
hereby irrevocably constituting and appointing                                           
attorney to transfer said Note on the books of the within Company, with full
power of substitution in the premises.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  NOTICE: The signature to this assignment must correspond with the
  name as it appears upon the within Note in every particular, without
  alteration or enlargement or any change whatever and must be guaranteed.

  



 


SIGNATURE(S) GUARANTEED:


 


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM) PURSUANT TO SEC RULE 17Ad-15.


 


A-2-27

















 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The following increases or decreases in this
Global Note have been made


 


	
  Date of Exchange

  	
   

  	
  Amount of increase

  in Principal Amount

  of this Global Note

  	
   

  	
  Amount of decrease

  in Principal Amount

  of this Global Note

  	
   

  	
  Principal Amount of

  this Global Note

  following each

  decrease or increase

  	
   

  	
  Signature of

  authorized signatory

  of Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-2-28

















 


[FORM OF CERTIFICATE OF TRANSFER]


 


Harley-Davidson Funding Corp.

4150 Technology Way

Carson City, Nevada 89706

Facsimile:

Attention:


 


BNY Midwest Trust Company

2 North LaSalle Street, Suite 1020

Chicago, Illinois 60602

Facsimile:

Attention:  Corporate Trust Department


 


 


Re:        % Notes
due 20          CUSIP:                      


 


Reference is hereby made
to the Indenture, dated as of November     , 2003 (the “Indenture”), among Harley-Davidson Funding Corp., a
corporation duly organized and existing under the laws of the State of Nevada
(the “Company”), the Guarantors and BNY
Midwest Trust Company, as Trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.


 


                           
(the “Transferor”) owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto,
in the principal amount at maturity of $                    
in such Note[s] or interests (the “Transfer”),
to                             
(the “Transferee”), as further specified in
Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that:


 


[CHECK ALL THAT APPLY]


 


1.   o  Check if Transferee will
take delivery of a beneficial interest in the 144A global Note or a definitive
Note Pursuant to Rule 144A. The Transfer is being effected
pursuant to and in accordance with Rule 144A under the United States Securities
Act of 1933, as amended (the “Securities Act”),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or definitive Note is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or definitive Note for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and
such Person and each such account is a “qualified institutional buyer” within
the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A
and such Transfer is in compliance with any applicable blue sky securities laws
of any state of the United States. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or definitive Note shall be subject to the restrictions on transfer
enumerated in the legend printed on the 144A global Note and/or the definitive
Note and in the Indenture and the Securities Act.


 


B-1

















 


2.   o  Check if Transferee will
take delivery of a beneficial interest in the Regulation S temporary
global Note, Regulation S permanent global Note or a definitive Note
pursuant to Regulation S. The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities
Act and, accordingly, the Transferor hereby further certifies that (i) the
Transfer is not being made to a person in the United States and (x) at the time
the buy order was originated, the Transferee was outside the United States or
such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the
United States, (ii) no directed selling efforts have been made in contravention
of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the
Securities Act, (iii) the transaction is not part of a plan or scheme to evade
the registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the “Restricted Period” as
defined in Regulation S, the transfer is not being made to a U.S. Person or for
the account or benefit of a U.S. Person (other than the Agents). Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or definitive Note shall be
subject to the restrictions on Transfer enumerated in the legend printed on the
Regulation S temporary global Note, Regulation S permanent global Note
and/or the definitive Note and in the Indenture and the Securities Act.


 


3.   o  Check and complete if
Transferee will take delivery of a beneficial interest in a definitive Note
pursuant to any provision of the Securities Act other than Rule 144A or Regulation S.
The Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in restricted global Notes and restricted
definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):


 


(a)  o  such Transfer is being effected pursuant to
and in accordance with Rule 144 under the Securities Act; or


 


(b)  o  such Transfer is being effected to the
Company or a subsidiary thereof; or


 


(c)  o  such Transfer is being effected pursuant to
an effective registration statement under the Securities Act and in compliance
with the prospectus delivery requirements of the Securities Act; or


 


(d)  o  such Transfer is being effected to an
institutional “accredited investor” as defined in Rule 501(a)(1), (2),
(3), (7) or (8) under the Securities Act who is not also a qualified
institutional buyer (as defined in Rule 144A) and pursuant to an exemption from
the registration requirements of the Securities Act other than Rule 144A, Rule
144 or Rule 904, and the Transferor hereby further certifies that it has not
engaged in any general solicitation within the meaning of Regulation D under
the Securities Act and the Transfer complies with the transfer restrictions
applicable to beneficial interests in a restricted global Note or restricted
definitive Notes and the requirements of the exemption claimed, which
certification is supported by (1) a certificate executed by the


 


B-2

















 


Transferee in the
form of Exhibit C to the Indenture and (2) if the principal amount of Notes to
be transferred is less than [$100,000], a written opinion from legal counsel
provided by the Transferor or the Transferee (a copy of which the Transferor
has attached to this certification), to the effect that such Transfer is in
compliance with the Securities Act. Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or definitive Note shall be subject to the restrictions on transfer
enumerated in the legend printed on the definitive Notes and in the Indenture
and the Securities Act.


 


4.   o  Check if Transferee will
take delivery of a beneficial interest in an unrestricted global Note or of an
unrestricted definitive Note.


 


(a)  o  Check if Transfer is
Pursuant to Rule 144. (i) The Transfer is being effected
pursuant to and in accordance with Rule 144 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii)
the restrictions on transfer contained in the Indenture and the legend are not
required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or definitive Note shall no
longer be subject to the restrictions on transfer enumerated in the legend
printed on the restricted global Notes, on restricted definitive Notes and in
the Indenture.


 


(b)  o  Check if Transfer is
Pursuant to Regulation S. (i) The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the legend
are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or definitive Note shall no
longer be subject to the restrictions on transfer enumerated in the legend
printed on the restricted global Notes, on restricted definitive Notes and in
the Indenture.


 


(c)  o  Check if Transfer is
Pursuant to Other Exemption. (i) The Transfer is being effected
pursuant to and in compliance with an exemption from the registration
requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any State of the United States and
(ii) the restrictions on transfer contained in the Indenture and the legend are
not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or definitive Note shall not be
subject to the restrictions on transfer enumerated in the legend printed on the
restricted global Notes or restricted definitive Notes and in the Indenture.


 


B-3

















 


This certificate and the
statements contained herein are made for your benefit and the benefit of the
Company.


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Insert Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


B-4

















 


ANNEX A TO CERTIFICATE OF TRANSFER


 


1.             The
Transferor owns and proposes to transfer the following:


 


[CHECK ONE OF (A) OR (B)]


 


	
  (A)

  	
  o

  	
   a beneficial interest in the:

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)   o

  	
  144A global Note (CUSIP:                     );
  or

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)  o

  	
  Regulation S global Note (CUSIP:                     );
  or

  
	
   

  	
   

  	
   

  
	
  (B)

  	
  o

  	
   a restricted definitive Note.

  



 


2.             After
the Transfer the Transferee shall hold:


 


[CHECK ONE]


 


	
  (A)

  	
  o

  	
   a beneficial interest in the:

  	 

	
   

  	
   

  	 

	
   

  	
  (i)      o

  	
  144A global Note (CUSIP:                     );
  or

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)     o

  	
  Regulation S global Note (CUSIP:                     );
  or

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)    o

  	
  unrestricted global Note; or

  
	
   

  	
   

  	 

	
  (B)

  	
  o

  	
   a restricted definitive Note; or

  	 

	
   

  	
   

  	
   

  	 

	
  (C)

  	
  o

  	
   an unrestricted definitive Note,

  	 

					



 


in accordance with
the terms of the Indenture.


 


B-5

















 


EXHIBIT C


 


[FORM OF CERTIFICATE FROM


ACQUIRING INSTITUTIONAL
ACCREDITED INVESTOR]


 


Harley-Davidson Funding Corp.

4150 Technology Way

Carson City, Nevada 89706

Facsimile:

Attention:


 


BNY Midwest Trust Company

2 North LaSalle Street, Suite 1020

Chicago, Illinois 60602

Facsimile:

Attention:  Corporate Trust Department


 


Re:          %
Notes due 20                    CUSIP:                


 


Reference is hereby made
to the Indenture, dated as of November           ,
2003 (the “Indenture”), among Harley-Davidson
Funding Corp., a corporation duly organized and existing under the laws of the
State of Nevada (the “Company”), the
Guarantors and BNY Midwest Trust Company, as Trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.


 


In connection with our
proposed purchase of $                
aggregate principal amount at maturity of:


 


(a)  o  beneficial interest in a global Note, or


 


(b)  o  a definitive Note,


 


we confirm that:


 


1.             We understand that any subsequent transfer of the Notes
or any interest therein is subject to certain restrictions and conditions set
forth in the Indenture and the undersigned agrees to be bound by, and not to
resell, pledge or otherwise transfer the Notes or any interest therein except
in compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the “Securities Act”).


 


2.             We understand that the offer and sale of the Notes have
not been registered under the Securities Act, and that the Notes and any
interest therein may not be offered or sold except as permitted in the
following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should sell the Notes
or any interest therein, we shall do so only (A) to the Company or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act
to a “qualified institutional buyer” (as defined therein), (C) to an
institutional “accredited investor” (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
you and to the


 


C-1

















 


Company a signed letter substantially in the form of this letter and a
written opinion from legal counsel in form reasonably acceptable to the Company
to the effect that such transfer is in compliance with the Securities Act, (D)
outside the United States in accordance with Rule 904 of Regulation S
under the Securities Act, (E) pursuant to the provisions of Rule 144 under
the Securities Act or (F) pursuant to an effective registration statement under
the Securities Act, and we further agree to provide to any person purchasing
the definitive Note or beneficial interest in a global Note from us in a
transaction meeting the requirements of clauses (A) through (E) of this
paragraph a notice advising such purchaser that resales thereof are restricted
as stated herein.


 


3.             We understand that, on any proposed resale of the Notes
or beneficial interest therein, we shall be required to furnish to you and the
Company such certifications, legal opinions and other information as you and
the Company may reasonably require to confirm that the proposed sale complies
with the foregoing restrictions. We further understand that the Notes purchased
by us shall bear a legend to the foregoing effect.


 


4.             We are an institutional “accredited investor” (as
defined in Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D under the
Securities Act) and have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our
investment in the Notes, and we and any accounts for which we are acting are
each able to bear the economic risk of our or its investment.


 


5.             We are acquiring the Notes or beneficial interest
therein purchased by us for our own account or for one or more accounts (each
of which is an institutional “accredited investor”) as to each of which we
exercise sole investment discretion.


 


You and the Company are
entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered
hereby.


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Insert Name of Accredited Investor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


C-2

















 


EXHIBIT D


 


[FORM OF
CERTIFICATE TO BE GIVEN BY PERSON ENTITLED

TO RECEIVE BEARER SECURITY]


 


CERTIFICATE


 


HARLEY-DAVIDSON
FUNDING CORP.


 


[Insert title
or sufficient description

of Securities to be delivered]


 


This is to certify that the above-captioned Securities
are not being acquired by or on behalf of a United States person or for offer
to resell or for resale to a United States person or any person inside the
United States or, if a beneficial interest in the Securities is being acquired
by or on behalf of a United States person or any person inside the United
States, that such United States person is a financial institution within the
meaning of Section 1.165-12(c)(1)(v) of the United States Treasury regulations
which agrees to comply with the requirements of Section 165 (j) (3) (A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder and which is not purchasing for offer to resell or for resale inside
the United States.


 


As used herein, “United States person” means any
citizen or resident of the United States, any corporation, partnership or other
entity created or organized in or under the laws of the United States and any
estate the income of which is subject to United States Federal income taxation
regardless of its source or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States persons have authority to control all substantial decisions
of the trust, and “United States” means the United States (including the States
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.


 


We undertake to advise you by telex if the above
statement as to beneficial ownership is not correct on the date of delivery of
the above-captioned Securities in bearer form as to all of such Securities.


 


This certificate excepts and does not relate to U.S. $    principal amount of the above-captioned
Securities appearing in your books as being held for our account as to which we
are not able to certify as to the matters set forth herein and as to which we
understand exchange and delivery of definitive Securities cannot be made until
we are able so to certify.


 


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


 


D-1

















 


	
  Dated:                ,
  20

  	
   

  
	
  [To be dated
  on or after

  	
   

  
	
                  ,
  20       (the date

  	
   

  
	
  determined
  as provided in Section

  	
   

  
	
  303 of the
  Indenture)]

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of Person Entitled to

  
	
   

  	
  Receive Bearer Security]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Authorized
  Signatory]

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


D-2