ex42subindenture.htm


    
      Exhibit 4.2

      


      


      


      


      


      


      INSITUFORM
TECHNOLOGIES, INC.,

      Issuer

       

      And

       

      


       

      [                ],

       

      Trustee

       

      ______________________

       

      INDENTURE

       

      ______________________

       

      Dated as
of
[                  ],
2008

       

      Subordinated
Debt Securities

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      Reconciliation
and tie between

       

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

       

      and
Indenture

       

      
        


         

        
          	
                  Trust
      Indenture

                  Act
      Section

                	
                  Indenture
      Section

                
	
                  §310(a)(1)

                	
                  6.7

                
	
                  (a)(2)

                	
                  6.7

                
	
                  (b)

                	
                  6.8

                
	
                  §311

                	
                  6.4

                
	
                  §312(a)

                	
                  7.1

                
	
                  (b)

                	
                  7.2

                
	
                  (c)

                	
                  7.2

                
	
                  §313(a)

                	
                  7.3

                
	
                  (c)

                	
                  7.3

                
	
                  (d)

                	
                  7.3

                
	
                  §314(a)

                	
                  7.4

                
	
                  (c)(l)

                	
                  1.2

                
	
                  (c)(2)

                	
                  1.2

                
	
                  (e)

                	
                  1.1,
      1.2

                
	
                  (f)

                	
                  1.2

                
	
                  §315(a)-(d)

                	
                  3.3

                
	
                  (b)

                	
                  6.2

                
	
                  (c)

                	
                  6.1(9)

                
	
                  (d)

                	
                  6.1(8)

                
	
                  (e)

                	
                  5.15

                
	
                  §316(a)
      (last sentence)

                	
                  1.1

                
	
                  (a)(l)(A)

                	
                  5.12

                
	
                  (a)(1)(B)

                	
                  5.13

                
	
                  (b)

                	
                  5.8

                
	
                  §317(a)(1)

                	
                  5.3

                
	
                  (a)(2)

                	
                  5.4

                
	
                  (b)

                	
                  10.3

                
	
                  §318(a)

                	
                  1.8

                


        

        

 

      

      _______________________

       

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

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Table of
Contents

                                                                                          Page

       

      
         

        
          	
                  Article
      1

                
	
                  DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

                
	
                  Section
      1.1

                	
                  Definitions.

                	
                  1

                
	 
      	
                  Additional
      Provisions

                	
                  2

                
	 
      	
                  Act

                	
                  2

                
	 
      	
                  Affiliate

                	
                  2

                
	 
      	
                  Authenticating
      Agent

                	
                  2

                
	 
      	
                  Authorized
      Newspaper

                	
                  2

                
	 
      	
                  Authorized
      Officer

                	
                  3

                
	 
      	
                  Bankruptcy
      Law

                	
                  3

                
	 
      	
                  Bearer
      Security

                	
                  3

                
	 
      	
                  Board
      of Directors

                	
                  3

                
	 
      	
                  Board
      Resolution

                	
                  3

                
	 
      	
                  Business
      Day

                	
                  3

                
	 
      	
                  Capital

                	
                  3

                
	 
      	
                  Lease
      Obligation

                	
                  4

                
	 
      	
                  Capital
      Stock

                	
                  4

                
	 
      	
                  Commission

                	
                  4

                
	 
      	
                  Common
      Stock

                	
                  4

                
	 
      	
                  Company

                	
                  4

                
	 
      	
                  Company
      Request and Company Order

                	
                  4

                
	 
      	
                  Conversion
      Event

                	
                  5

                
	 
      	
                  Corporate
      Trust Office

                	
                  5

                
	 
      	
                  Corporation

                	
                  5

                
	 
      	
                  Coupon

                	
                  5

                
	 
      	
                  Currency

                	
                  5

                
	 
      	
                  CUSIP
      number

                	
                  5

                
	 
      	
                  Custodian

                	
                  5

                
	 
      	
                  Defaulted
      Interest

                	
                  6

                
	 
      	
                  Dollars
      or $

                	
                  6

                
	 
      	
                  Environmental
      Laws

                	
                  6

                
	 
      	
                  Event
      of Default

                	
                  6

                
	 
      	
                  Foreign
      Currency

                	
                  6

                
	 
      	
                  Government
      Obligations

                	
                  6

                
	 
      	
                  Holder

                	
                  7

                
	 
      	
                  Indebtedness

                	
                  7

                
	 
      	
                  Indenture

                	
                  8

                
	 
      	
                  Independent
      Public Accountants

                	
                  8

                
	 
      	
                  Indexed
      Security

                	
                  8

                
	 
      	
                  Interest

                	
                  8

                
	 
      	
                  Interest
      Payment Date

                	
                  9

                
	 
      	
                  Judgment
      Currency

                	
                  9

                


        

         

        
          
            i

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	 
      	
                  Junior
      Subordinated Indebtedness

                	
                  9

                
	 
      	
                  Lien

                	
                  9

                
	 
      	
                  Maturity

                	
                  9

                
	 
      	
                  New
      York Banking Day

                	
                  9

                
	 
      	
                  Office
      or Agency

                	
                  9

                
	 
      	
                  Officers’
      Certificate

                	
                  10

                
	 
      	
                  Opinion
      of Counsel

                	
                  10

                
	 
      	
                  Original
      Issue Discount Security

                	
                  10

                
	 
      	
                  Outstanding

                	
                  10

                
	 
      	
                  Paying
      Agent

                	
                  11

                
	 
      	
                  Person

                	
                  11

                
	 
      	
                  Place
      of Payment

                	
                  12

                
	 
      	
                  Predecessor
      Security

                	
                  12

                
	 
      	
                  Preferred
      Stock

                	
                  12

                
	 
      	
                  Redemption
      Date

                	
                  12

                
	 
      	
                  Redemption
      Price

                	
                  12

                
	 
      	
                  Registered
      Security

                	
                  12

                
	 
      	
                  Regular
      Record Date

                	
                  13

                
	 
      	
                  Required
      Currency

                	
                  13

                
	 
      	
                  Required
      Holders

                	
                  13

                
	 
      	
                  Responsible
      Officer

                	
                  13

                
	 
      	
                  Restricted
      Subsidiary

                	
                  13

                
	 
      	
                  Security

                	
                  13

                
	 
      	
                  Security
      Register

                	
                  14

                
	 
      	
                  Senior
      Indebtedness

                	
                  14

                
	 
      	
                  Senior
      Subordinated Indebtedness

                	
                  14

                
	 
      	
                  Special
      Record Date

                	
                  14

                
	 
      	
                  Stated
      Maturity

                	
                  14

                
	 
      	
                  Subsidiary

                	
                  14

                
	 
      	
                  Trust
      Indenture Act

                	
                  15

                
	 
      	
                  Trustee

                	
                  15

                
	 
      	
                  United
      States

                	
                  15

                
	 
      	
                  U.S.
      Depository  or Depository

                	
                  15

                
	 
      	
                  Vice
      President

                	
                  16

                
	
                  Section
      1.2

                	
                  Compliance
      Certificates and Opinions

                	
                  16

                
	
                  Section
      1.3

                	
                  Form
      of Documents Delivered to Trustee

                	
                  16

                
	
                  Section
      1.4

                	
                  Acts
      of Holders

                	
                  17

                
	
                  Section
      1.5

                	
                  Notices,
      etc. to Trustee and Company

                	
                  19

                
	
                  Section
      1.6

                	
                  Notice
      to Holders of Securities; Waiver

                	
                  19

                
	
                  Section
      1.7

                	
                  Language
      of Notices

                	
                  20

                
	
                  Section
      1.8

                	
                  Conflict
      with Trust Indenture Act

                	
                  20

                
	
                  Section
      1.9

                	
                  Effect
      of Headings and Table of Contents

                	
                  20

                
	
                  Section
      1.10

                	
                  Successors
      and Assigns

                	
                  20

                
	
                  Section
      1.11

                	
                  Separability
      Clause

                	
                  21

                
	
                  Section
      1.12

                	
                  Benefits
      of Indenture

                	
                  21

                
	
                  Section
      1.13

                	
                  Governing
      Law

                	
                  21

                


        

         

        
          
            ii

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	
                  Section
      1.14

                	
                  Legal
      Holidays

                	
                  21

                
	
                  Section
      1.15

                	
                  Counterparts

                	
                  22

                
	
                  Section
      1.16

                	
                  Judgment
      Currency

                	
                  22

                
	
                  Section
      1.17

                	
                  No
      Security Interest Created

                	
                  22

                
	
                  Section
      1.18

                	
                  Limitation
      on Individual Liability.

                	
                  22

                
	
                  Article
      2

                
	
                  SECURITIES
      FORMS

                
	
                  Section
      2.1

                	
                  Forms
      Generally

                	
                  23

                
	
                  Section
      2.2

                	
                  Form
      of Trustee’s Certificate of Authentication

                	
                  23

                
	
                  Section
      2.3

                	
                  Securities
      in Global Form

                	
                  24

                
	
                  Article
      3

                
	
                  THE
      SECURITIES

                
	
                  Section
      3.1

                	
                  Amount
      Unlimited; Issuable in Series

                	
                  25

                
	
                  Section
      3.2

                	
                  Currency;
      Denominations

                	
                  28

                
	
                  Section
      3.3

                	
                  Execution,
      Authentication, Delivery and Dating

                	
                  28

                
	
                  Section
      3.4

                	
                  Temporary
      Securities

                	
                  30

                
	
                  Section
      3.5

                	
                  Registration,
      Transfer and Exchange

                	
                  31

                
	
                  Section
      3.6

                	
                  Mutilated,
      Destroyed, Lost and Stolen Securities

                	
                  34

                
	
                  Section
      3.7

                	
                  Payment
      of Interest; Rights to Interest Preserved

                	
                  35

                
	
                  Section
      3.8

                	
                  Persons
      Deemed Owners

                	
                  37

                
	
                  Section
      3.9

                	
                  Cancellation

                	
                  38

                
	
                  Section
      3.10

                	
                  Computation
      of Interest

                	
                  38

                
	
                  Section
      3.11

                	
                  CUSIP
      Numbers

                	
                  38

                
	
                  Article
      4

                
	
                  SATISFACTION
      AND DISCHARGE OF INDENTURE; DEFEASANCE AND COVENANT
DEFEASANCE

                   

                
	
                  Section
      4.1

                	
                  Satisfaction
      and Discharge

                	
                  38

                
	
                  Section
      4.2

                	
                  Defeasance
      and Covenant Defeasance

                	
                  40

                
	
                  Section
      4.3

                	
                  Application
      of Trust Money

                	
                  43

                
	
                  Section
      4.4

                	
                  Reinstatement

                	
                  44

                
	
                  Article
      5

                
	
                  REMEDIES

                
	
                  Section
      5.1

                	
                  Events
      of Default

                	
                  44

                
	
                  Section
      5.2

                	
                  Acceleration
      of Maturity; Rescission and Annulment

                	
                  46

                
	
                  Section
      5.3

                	
                  Collection
      of Indebtedness and Suits for Enforcement by Trustee

                	
                  47

                
	
                  Section
      5.4

                	
                  Trustee
      May File Proofs of Claim

                	
                  48

                
	
                  Section
      5.5

                	
                  Trustee
      May Enforce Claims without Possession of Securities or
    Coupons

                	
                  49

                
	
                  Section
      5.6

                	
                  Application
      of Money Collected

                	
                  49

                
	
                  Section
      5.7

                	
                  Limitations
      on Suits

                	
                  49

                


        

         

        
          
            iii

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	
                  Section
      5.8

                	
                  Unconditional
      Right of Holders to Receive Principal and any Premium and
      Interest

                	
                  50

                
	
                  Section
      5.9

                	
                  Restoration
      of Rights and Remedies

                	
                  50

                
	
                  Section
      5.10

                	
                  Rights
      and Remedies Cumulative

                	
                  51

                
	
                  Section
      5.11

                	
                  Delay
      or Omission Not Waiver

                	
                  51

                
	
                  Section
      5.12

                	
                  Control
      by Holders of Securities

                	
                  51

                
	
                  Section
      5.13

                	
                  Waiver
      of Past Defaults

                	
                  51

                
	
                  Section
      5.14

                	
                  Waiver
      of Usury, Stay or Extension Laws

                	
                  52

                
	
                  Section
      5.15

                	
                  Undertaking
      for Costs

                	
                  52

                
	
                  Article
      6

                
	
                  THE
      TRUSTEE

                
	
                  Section
      6.1

                	
                  Certain
      Rights of Trustee

                	
                  53

                
	
                  Section
      6.2

                	
                  Notice
      of Defaults

                	
                  54

                
	
                  Section
      6.3

                	
                  Not
      Responsible for Recitals or Issuance of Securities

                	
                  54

                
	
                  Section
      6.4

                	
                  May
      Hold Securities

                	
                  55

                
	
                  Section
      6.5

                	
                  Money
      Held in Trust

                	
                  55

                
	
                  Section
      6.6

                	
                  Compensation
      and Reimbursement

                	
                  55

                
	
                  Section
      6.7

                	
                  Corporate
      Trustee Required; Eligibility

                	
                  56

                
	
                  Section
      6.8

                	
                  Resignation
      and Removal; Appointment of Successor

                	
                  56

                
	
                  Section
      6.9

                	
                  Acceptance
      of Appointment by Successor

                	
                  58

                
	
                  Section
      6.10

                	
                  Merger,
      Conversion, Consolidation or Succession to Business

                	
                  59

                
	
                  Section
      6.11

                	
                  Appointment
      of Authenticating Agent

                	
                  59

                
	
                  Section
      6.12

                	
                  Appointment
      of Attorney-in-Fact

                	
                  61

                
	
                  Section
      6.13

                	
                  Additional
      Provisions Relating to Collateral

                	
                  62

                
	
                  Article
      7

                
	
                  HOLDERS
      LISTS AND REPORTS BY TRUSTEE AND COMPANY

                
	
                  Section
      7.1

                	
                  Company
      to Furnish Trustee Names and Addresses of Holders

                	
                  62

                
	
                  Section
      7.2

                	
                  Preservation
      of Information; Communications to Holders

                	
                  63

                
	
                  Section
      7.3

                	
                  Reports
      by Trustee

                	
                  63

                
	
                  Section
      7.4

                	
                  Reports
      by Company

                	
                  63

                
	
                  Article
      8

                
	
                  CONSOLIDATION,
      AMALGAMATIONS, MERGER AND SALES

                
	
                  Section
      8.1

                	
                  Company
      May Consolidate, Etc., Only on Certain Terms

                	
                  64

                
	
                  Section
      8.2

                	
                  Successor
      Person Substituted for Company

                	
                  65

                
	
                  Article
      9

                
	
                  SUPPLEMENTAL
      INDENTURES

                
	
                  Section
      9.1

                	
                  Supplemental
      Indentures without Consent of Holders

                	
                  66

                
	
                  Section
      9.2

                	
                  Supplemental
      Indentures with Consent of Holders

                	
                  67

                
	
                  Section
      9.3

                	
                  Execution
      of Supplemental Indentures

                	
                  68

                
	
                  Section
      9.4

                	
                  Effect
      of Supplemental Indentures

                	
                  69

                


        

         

        
          
            iv

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	
                  Section
      9.5

                	
                  Reference
      in Securities to Supplemental Indentures

                	
                  69

                
	
                  Section
      9.6

                	
                  Conformity
      with Trust Indenture Act

                	
                  69

                
	
                  Section
      9.7

                	
                  Effect
      on Senior Indebtedness

                	
                  69

                
	
                  Section
      9.8

                	
                  Notice
      of Supplemental Indenture

                	
                  69

                
	
                  Article
      10

                
	
                  COVENANTS

                
	
                  Section
      10.1

                	
                  Payment
      of Principal, any Premium, Interest

                	
                  70

                
	
                  Section
      10.2

                	
                  Maintenance
      of Office or Agency

                	
                  70

                
	
                  Section
      10.3

                	
                  Money
      for Securities Payments to Be Held in Trust

                	
                  71

                
	
                  Section
      10.4

                	
                  Corporate
      Existence

                	
                  72

                
	
                  Section
      10.5

                	
                  Company
      Statement as to Compliance; Notice of Certain Defaults

                	
                  73

                
	
                  Article
      11

                
	
                  REDEMPTION
      OF SECURITIES

                
	
                  Section
      11.1

                	
                  Applicability
      of Article

                	
                  73

                
	
                  Section
      11.2

                	
                  Election
      to Redeem; Notice to Trustee

                	
                  73

                
	
                  Section
      11.3

                	
                  Selection
      by Trustee of Securities to be Redeemed

                	
                  74

                
	
                  Section
      11.4

                	
                  Notice
      of Redemption

                	
                  74

                
	
                  Section
      11.5

                	
                  Deposit
      of Redemption Price

                	
                  76

                
	
                  Section
      11.6

                	
                  Securities
      Payable on Redemption Date

                	
                  76

                
	
                  Section
      11.7

                	
                  Securities
      Redeemed in Part

                	
                  77

                
	
                  Section
      11.8

                	
                  Cancellation
      and Destruction of Securities

                	
                  77

                
	
                  Article
      12

                
	
                  SINKING
      FUNDS

                
	
                  Section
      12.1

                	
                  Applicability
      of Article

                	
                  77

                
	
                  Section
      12.2

                	
                  Satisfaction
      of Sinking Fund Payments with Securities

                	
                  78

                
	
                  Section
      12.3

                	
                  Redemption
      of Securities for Sinking Fund

                	
                  78

                
	
                  Article
      13

                
	
                  REPAYMENT
      AT THE OPTION OF HOLDERS

                
	
                  Section
      13.1

                	
                  Applicability
      of Article

                	
                  79

                
	
                  Article
      14

                
	
                  SECURITIES
      IN FOREIGN CURRENCIES

                
	
                  Section
      14.1

                	
                  Applicability
      of Article

                	
                  79

                
	
                  Article
      15

                
	
                  MEETINGS
      OF HOLDERS OF SECURITIES

                
	
                  Section
      15.1

                	
                  Purposes
      for Which Meetings May Be Called

                	
                  80

                
	
                  Section
      15.2

                	
                  Call,
      Notice and Place of Meetings

                	
                  80

                


        

         

        
          
            v

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	
                  Section
      15.3

                	
                  Persons
      Entitled to Vote at Meetings

                	
                  80

                
	
                  Section
      15.4

                	
                  Quorum;
      Action

                	
                  81

                
	
                  Section
      15.5

                	
                  Determination
      of Voting Rights; Conduct and Adjournment of Meetings

                	
                  81

                
	
                  Section
      15.6

                	
                  Counting
      Votes and Recording Action of Meetings

                	
                  82

                
	
                  Section
      15.7

                	
                  Preservation
      of Rights of Trustee and Holders

                	
                  83

                
	 
      	 
      	 
      
	
                  ARTICLE
      16

                
	
                  SUBORDINATION
      OF SECURITIES

                
	
                  Section
      16.1

                	
                  Agreement
      to Subordinate

                	
                  83

                
	
                  Section
      16.2

                	
                  Default
      on Senior Indebtedness

                	
                  83

                
	
                  Section
      16.3

                	
                  Liquidation;
      Dissolution; Bankruptcy

                	
                  84

                
	
                  Section
      16.4

                	
                  Subrogation

                	
                  85

                
	
                  Section
      16.5

                	
                  Trustee
      to Effectuate Subordination

                	
                  86

                
	
                  Section
      16.6

                	
                  Notice
      by the Company

                	
                  86

                
	
                  Section
      16.7

                	
                  Rights
      of the Trustee; Holders of Senior Indebtedness

                	
                  87

                
	
                  Section
      16.8

                	
                  Subordination
      May Not Be Impaired

                	
                  88

                


        

        


          
            
               
vi

            

            
               


              
                

              

            

            
               


            

          




      

      
        INDENTURE,
dated as of
[                    ],
2008 (the “Indenture”), between Insituform Technologies, Inc., a corporation
duly organized and existing under the laws of the State of Delaware (the
“Company”), and
[                ],
as trustee (the “Trustee”).

         

        RECITALS

         

        The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its subordinated debentures,
notes or other evidences of indebtedness (the “Securities”), unlimited as to
principal amount, to bear such rates of interest, to mature at such time or
times, to be issued in one or more series and to have such other provisions as
shall be fixed as hereinafter 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.

         

        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 (as herein defined) thereof, it is mutually covenanted, declared and
agreed by and between the parties hereto, for the equal and proportionate
benefit of all Holders of the Securities or of any series thereof and any
Coupons (as herein defined) as follows:

         

        ARTICLE
1

         

        DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

         

        Section
1.1    Definitions.

         

        Except as
otherwise specified with respect to any Securities issued pursuant to Section
3.1, and except as otherwise expressly provided in or pursuant to this
Indenture, or unless the context otherwise requires, for all purposes of this
Indenture:

         

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

         

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

         

        (3)           all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles in the United States
of America and, except as otherwise herein expressly provided, the terms
“generally accepted accounting principles” or “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
or time of such computation;

         


        
          
            
              


               

            

             


          

          
             


            
              

            

          

          
             


          

        


        (4)           the
words “herein,” “hereof,” “hereto” 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; and

         

        (5)           the
word “or” is always used inclusively (for example, the phrase “A or B” means “A
or B or both,” not “either A or B but not both”).

         

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

         

              "Additional
Provisions" has the meaning specified in Section
16.1.

         

        “Act,” when
used with respect to any Holders, has the meaning specified in Section
1.4.

         

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

         

        “Authenticating
Agent” means
any Person authorized by the Trustee pursuant to Section 6.11 to act on behalf
of the Trustee to authenticate Securities of one or more series.

         

        “Authorized
Newspaper” means a
newspaper, in an official language of the place of publication or in the English
language, customarily published on each day that is a Business Day in the place
of publication, whether or not published on days that are legal holidays in the
place of publication, and of general circulation in each place in connection
with which the term is used or in the financial community of each such
place.  Where successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in the same or in
different newspapers in the same city meeting the foregoing requirements and in
each case on any day that is a Business Day in the place of
publication.

         

        “Authorized
Officer” means,
when used with respect to the Company, the President, the Chief Executive
Officer, the Chief Financial Officer, the Chief Operating Officer, the Chief
Administrative Officer, the General Counsel, any Vice President, the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary of the
Company.

         

        “Bankruptcy
Law” has the
meaning specified in Section 5.1(6).

         

         “Bearer
Security” means
any Security in the form established pursuant to Section 2.1 which is payable to
bearer.

         

        “Board
of Directors” means
the board of directors of the Company or any committee of that board duly
authorized to act generally or in any particular respect for the Company
hereunder.

         

        “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 Board of Directors and
to be in full force and effect on the date of such certification, delivered to
the Trustee.

         

        “Business
Day,” with
respect to any Place of Payment or other location, means any day other than a
Saturday, Sunday or other day on which banking institutions in such Place of
Payment or other location are authorized or obligated by law, regulation or
executive order to close.

         


        
          
            
              


               

            

             


          

          
            2

            
              

            

          

          
             


          

        


        “Capital
Lease Obligation” means
an obligation under a lease that is required to be capitalized for financial
reporting purposes in accordance with generally accepted accounting principles,
and the amount of Indebtedness represented by such obligation shall be the
capitalized amount of such obligation determined in accordance with such
principles.

         

        “Capital
Stock” of any
Person means any and all shares, interests, rights to purchase, warrants,
options, participations or other equivalents of or interests in (however
designated) equity of such Person, including Preferred Stock, but excluding any
debt securities convertible into such equity.

         

        “Commission” means
the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, as amended, or, if at any
time after the execution of this 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.

         

        “Common
Stock” in
respect of any Corporation means Capital Stock of any class or classes (however
designated) which has no preference as to the payment of dividends, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Corporation, and which is not subject to redemption by such
Corporation.

         

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

         

        “Company Request and Company Order” mean,
respectively, a written request or order, as the case may be, signed in the name
of the Company by an Authorized Officer, and delivered to the
Trustee.

         

        “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 or (ii) any currency unit or
composite currency for the purposes for which it was established.

         

        “Corporate
Trust Office” means
the principal corporate trust office of the Trustee at which at any particular
time its corporate trust business shall be administered, which office at the
date of original execution of this Indenture is located at
[                       ].

         

        “Corporation” means
corporations and limited liability companies and, except for purposes of Article
8, associations, companies and business trusts.

         

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

         

        “Currency,” with
respect to any payment, deposit or other transfer in respect of the principal of
or any premium or interest on any Security, means Dollars or the Foreign
Currency, as the case may be, in which such payment, deposit or other transfer
is required to be made by or pursuant to the terms hereof or such Security and,
with respect to any other payment, deposit or transfer pursuant to or
contemplated by the terms hereof or such Security, means Dollars.

         


        
          
            
              


               

            

             


          

          
            3

            
              

            

          

          
             


          

        


        “CUSIP
number” means
the alphanumeric designation assigned to a Security by Standard & Poor’s
Ratings Service, CUSIP Service Bureau.

         

        “Custodian” has the
meaning specified in Section 5.1(6).

         

        “Defaulted
Interest” has the
meaning specified in Section 3.7.

         

        “Dollars
or $” means a
dollar or other equivalent unit of legal tender for payment of public or private
debts in the United States of America.

         

        “Environmental
Laws” means
any and all federal, state, local, and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to
pollution and the protection of the environment or the release of any materials
into the environment, including but not limited to those related to hazardous
substances or wastes, air emissions and discharges to waste or public
systems.

         

        “Event
of Default” has the
meaning specified in Section 5.1.

         

        “Foreign
Currency” means
any currency, currency unit or composite currency, including, without
limitation, the euro, 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 governments.

         

        “Government
Obligations” means
securities which are (i) direct obligations of the United States of America or
the other government or governments which issued the Foreign Currency in which
the principal of or any premium or interest on such Security 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 of America 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 of America
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.

         

        “Holder,” in the
case of any Registered Security, means the Person in whose name such Security is
registered in the Security Register and, in the case of any 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, such Person’s (i) obligations
for borrowed money, (ii) obligations representing the deferred purchase price of
property, all conditional sale obligations and obligations under title retention
agreements excluding accounts payable and other accrued current liabilities
incurred in the ordinary course of such Person’s business, (iii) obligations,
whether or not assumed, secured by Liens on property now or hereafter owned or
acquired by such Person (other than carriers’, warehousemen’s, mechanics’,
repairmen’s or other like nonconsensual


        
          
            
               

            

             


          

          
            4

            
              

            

          

          
             


          

        


        statutory
Liens arising in the ordinary course of business), (iv) obligations which are
evidenced by notes, debentures, bonds, or other similar instruments, (v) Capital
Lease Obligations, (vi) contingent obligations with respect to the Indebtedness
of another Person, including but not limited to the obligation or liability of
another which such Person assumes, guarantees, endorses, contingently agrees to
purchase or provide funds for the payment of, or otherwise becomes contingently
liable upon; provided
that any Indebtedness
owing by the Company to any of its Subsidiaries or by any Subsidiary of the
Company to the Company or by any Subsidiary of the Company to any other
Subsidiary of the Company or any contingent obligation in respect thereof shall
not constitute Indebtedness for purposes of this Agreement, (vii) obligations
for which such Person is obligated in respect of a letter of credit, banker’s
acceptance or similar credit transaction excluding obligations with respect to
letters of credit, banker’s acceptance or similar credit transaction securing
obligations entered into in the ordinary course of business of such Person to
the extent such letters of credit, banker’s acceptance or similar credit
transactions are not drawn upon or, if and to the extent drawn upon, such
drawing is reimbursed no later than the third Business Day following receipt by
such Person of a demand for reimbursement following payment
thereon.  For purposes of this Indenture, Indebtedness shall not
include (A) any indebtedness of such Person to the extent (I) such indebtedness
does not appear on the financial statement of such Person, (II) such
indebtedness is recourse only to certain assets of such Person, and (III) the
assets to which such indebtedness is recourse only appear on the financial
statements of such Person net of such indebtedness, or (B) any indebtedness or
other obligations issued by any Person (or by a trust or other entity
established by such Person or any of its affiliates) which are primarily
serviced by the cash flows of a discrete pool of receivables, leases or other
financial assets which have been sold or transferred by the Company or any
Subsidiary in securitization transactions which, in accordance with GAAP, are
accounted for as sales for financial reporting purposes.  It is
understood and agreed that (1) the amount of any Indebtedness described in
clause (iii) for which recourse is limited to certain property of such Person
shall be the lower of (x) the amount of the obligation and (y) the fair market
value of the property of such Person securing such obligation, and (2) the
amount of any obligation described in clause (vi) shall be the lower of (x) the
stated or determinable amount of the primary obligation in respect of which such
contingent obligation is made, and (y) the maximum amount for which such Person
may be liable pursuant to the terms of the agreement embodying such contingent
obligation unless such primary obligation and the maximum amount for which such
Person may be liable are not stated or determinable, in which case the amount of
such contingent obligation shall be such Person’s maximum, reasonably
anticipated liability in respect thereof as determined by such Person in good
faith.

        


            “Indenture” means
this instrument as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument, and, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 3.1 (as such terms and
provisions may be amended pursuant to the applicable provisions
hereof).

         

        “Independent
Public Accountants” means
accountants or a firm of accountants that, with respect to the Company and any
other obligor under the Securities or the Coupons, are independent public
accountants within the meaning of the Securities Act of 1933, as amended, and
the rules and regulations promulgated by the Commission thereunder, who may be
the independent public accountants regularly retained by the Company or who may
be other independent public accountants.

         


        
          
            
               

            

             


          

          
            5

            
              

            

          

          
             


          

        


        Such
accountants or firm shall be entitled to rely upon any Opinion of Counsel as to
the interpretation of any legal matters relating to this Indenture or
certificates required to be provided hereunder.

         

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

         

        “Interest” means
interest payable after Maturity with respect to any Original Issue Discount
Security which, by its terms, bears interest only after Maturity.

         

        “Interest
Payment Date,” 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 1.16.

         

        "Junior Subordinated
Indebtedness" means the Indebtedness of the Company, whether outstanding
at the date hereof or incurred hereafter, which is subordinated to Senior
Indebtedness and Senior Subordinated Indebtedness of the Company.  

         

        “Lien” means,
with respect to any Person, any mortgage, lien, pledge, charge, security
interest or other encumbrance, or any interest or title of any vendor, lessor,
lender or other secured party to or of such Person under any conditional sale or
other title retention agreement (other than an operating lease) or capital
lease, upon or with respect to any property or asset of such
Person.

         

        “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 provided in or
pursuant to this Indenture, whether at the Stated Maturity or by declaration of
acceleration, notice of redemption or repurchase, notice of option to elect
repayment or otherwise, and includes the Redemption Date.

         

        “New
York Banking Day” has the
meaning specified in Section 1.16.

         

        “Office
or Agency” with
respect to any Securities, means an office or agency of the Company maintained
or designated in a Place of Payment for such Securities pursuant to Section 10.2
or any other office or agency of the Company maintained or designated for such
Securities pursuant to Section 10.2 or, to the extent designated or required by
Section 10.2 in lieu of such office or agency, the Corporate Trust Office of the
Trustee.

         

        “Officers’
Certificate” means a
certificate signed by the Chairman, Vice Chairman, President, Chief Executive
Officer or a Vice President and by the Chief Financial Officer, Treasurer, an
Assistant Treasurer, the Secretary, or an Assistant Secretary of the
Corporation, and delivered to the Trustee.

         

        “Opinion
of Counsel” means a
written opinion of counsel, who may be an employee of or counsel for the Company
or other counsel who shall be reasonably acceptable to the Trustee, 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 a
Security issued pursuant to this Indenture which provides for declaration of an
amount less than the principal face amount thereof to be due and payable upon
acceleration pursuant to Section 5.2.

         


        
          
            
              


                

            

             


          

          
            6

            
              

            

          

          
             


          

        


        “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:

         

        
          	
                   
      

                	
                  (a)

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

                


        

         

        
          	
                   
      

                	
                  (b)

                	
                  any
      such Security for whose payment at the Maturity thereof money in the
      necessary amount has been theretofore deposited pursuant hereto with the
      Trustee or any Paying Agent (other than the Company) in trust or set aside
      and segregated in trust by the Company (if the Company shall act as its
      own Paying Agent) for the Holders of such 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;

                


        

         

        
          	
                   
      

                	
                  (c)

                	
                  any
      such Security with respect to which the Company has effected defeasance
      and/or covenant defeasance pursuant to the terms hereof, except to the
      extent provided in Section 4.2;

                


        

         

        
          	
                   
      

                	
                  (d)

                	
                  any
      such Security which has been paid pursuant to Section 3.6 or in exchange
      for or in lieu of which other Securities have been authenticated and
      delivered pursuant to this Indenture, unless 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; and

                


        

         

        
          	
                   
      

                	
                  (e)

                	
                  any
      such Security converted or exchanged as contemplated by this Indenture
      into other securities of the Company or another issuer, if the terms of
      such Security provide for such conversion or exchange pursuant to Section
      3.1;

                


        

         

        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 or are present at a meeting of Holders of Securities for quorum
purposes, (i) 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 equal to the amount of the principal
thereof that pursuant to the terms of such Original Issue Discount Security
would be declared (or shall have been declared to be) due and payable upon a
declaration of acceleration thereof pursuant to Section 5.2 at the time of such
determination, and (ii) the principal amount of any Indexed Security that may be
counted in making such determination and that shall be deemed Outstanding for
such purposes shall be equal to the principal face amount of such Indexed
Security at original issuance, unless otherwise provided in or pursuant to this
Indenture, and (iii) the principal amount of a Security denominated in a Foreign
Currency shall be the Dollar equivalent, determined on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (i) above) of
such Security, and (iv) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor, shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making any such determination or
relying upon

         


        
          
            
              


                

            

             


          

          
            7

            
              

            

          

          
             


          

        


        any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded.  Securities so owned which shall have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee (A) the pledgee’s right so to act
with respect to such Securities and (B) that the pledgee is not the Company or
any other obligor upon the Securities or any Coupons appertaining thereto or an
Affiliate of the Company or such other obligor.

         

        “Paying
Agent” means
any Person authorized by the Company to pay the principal of, or any premium or
interest on, any Security or any Coupon on behalf of the Company.

         

        “Person” means
any individual, Corporation, partnership, joint venture, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

         

        “Place
of Payment,” with
respect to any Security, means the place or places where the principal of, or
any premium or interest on, such Security is payable as provided in or pursuant
to this Indenture or such Security.

         

        “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 3.6 in exchange for or in lieu of a lost, destroyed, mutilated or stolen
Security or any Security to which a mutilated, destroyed, lost or stolen Coupon
appertains shall be deemed to evidence the same Indebtedness as the lost,
destroyed, mutilated or stolen Security or the Security to which a mutilated,
destroyed, lost or stolen Coupon appertains.

         

        “Preferred
Stock” in
respect of any Corporation means Capital Stock of any class or classes (however
designated) which is preferred as to the payment of dividends, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Corporation, over shares of Capital Stock of any other class
of such Corporation.

         

        “Redemption
Date,” 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.

         

        “Redemption
Price,” with
respect to any Security or portion thereof to be redeemed, means the price at
which it is to be redeemed as determined by or pursuant to this Indenture or
such Security.

         

        “Registered
Security” means
any Security in the form established pursuant to Section 2.1 which is registered
in a 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 “Regular Record Date”.

         

        “Required
Currency” has the
meaning specified in Section 1.16.

         

        “Required
Holders” means
Holders of more than 50% in aggregate principal amount of the Outstanding
Securities of any series.

         


        
          
            
              


                

            

             


          

          
            8

            
              

            

          

          
             


          

        


        “Responsible
Officer” means
any officer within the corporate trust office of the Trustee, which may include
the chairman and vice chairman of the board of directors, the president, the
chairman of the executive committee of the board of directors, the chairman of
the trust committee, every vice president or officer senior thereto, every
assistant vice president, the secretary, every assistant secretary, the
treasurer, every assistant treasurer, every trust officer,  every
assistant trust officer, and every other officer and assistant officer of the
Trustee customarily performing functions similar to those performed by the
persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his knowledge of, and familiarity
with, a particular subject. 

         

        “Restricted
Subsidiary” means
each Subsidiary designated as a Restricted Subsidiary in the applicable
supplemental indenture.

         

        “Security” or
“Securities” means any
note or notes, bond or bonds, debenture or debentures, or any other evidences of
Indebtedness, as the case may be, authenticated and delivered under this
Indenture; provided,
however, that, if at
any time there is more than one Person acting as Trustee under this Indenture,
“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.

         

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

         

        "Senior Indebtedness" means,
with respect to the Securities of any particiular series issued and
authenticated pursuant to the terms of this Indenture, all Indebtedness of the
Company outsanding at any time except (a) the Securities of such series, (b)
Indebtedness as to which, by the terms of the instrument creating or evidencing
the same, it is provided that such Indebtedness is subordinated to the
Securities of such series, or ranks pari passu with Securities that are
subordinated to Securities of such series, (c) Indebtedness of the Company to an
Affiliate of the Company, (d) interest accruing after the filing of a petition
initiating any proceeding relating to the Company referred to in Section 5.1(6)
and 5.1(7) unless such interest is an allowed claim enforceable against the
Company in a proceeding under federal or state bankruptcy laws, (e) trade
accounts payable, (f) any Indebtedness issued in violation of the instrument
creating the same and (g) any guarantee of any Indebtedness.

         

         


        
          
            
              


                

            

             


          

          
            9

            
              

            

          

          
             


          

        

        "Senior Subordinated
Indebtedness" means the Indebtedness represented by the Securities and
all other Indebtedness of the Company, whether outstanding at the date hereof or
incurred hereafter, which is subordinate only to Senior Indebtedness.

         

        “Special
Record Date” for the
payment of any Defaulted Interest on any Registered Security means a date fixed
by the Company pursuant to Section 3.7.

         

        “Stated
Maturity,” with
respect to any Security or any installment of principal thereof or interest
thereon, means the date established by or pursuant to this Indenture or such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, due and payable.

         

        “Subsidiary” means
with respect to the Company, such Person which, at the time of determination,
more than 50% of the voting power of the shares of its Capital Stock or other
interests (including partnership interests) entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is owned or controlled, directly or indirectly, by (i) the
Company and/or (ii) one or more Subsidiaries of the Company; provided, however, that the
term Subsidiary shall not include any Person, if the earnings of such Person are
not consolidated with the financial statements of the Company in accordance with
the requirements of GAAP.

         

        “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 in effect on the date of this Indenture,
provided, however, that in the event the Trust Indenture Act is amended after
such date, the Trust Indenture Act means, to the extent required by such
amendment, the Trust Indenture Act as so amended.

         

        “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 each


        Person
who is then a Trustee hereunder; provided, however, that if at any time
there is more than one such Person, “Trustee” shall mean each such Person and as
used with respect to the Securities of any series shall mean the Trustee with
respect to the Securities of such series.

         

        “United
States,” except
as otherwise provided in or pursuant to this Indenture or any Security, means
the United States of America (including the states thereof and the District of
Columbia), its territories and possessions and other areas subject to its
jurisdiction.

         

        “U.S. Depository  or Depository” means,
with respect to any Security issuable or issued in the form of one or more
global Securities, the Person designated as U.S. Depository or Depository by the
Company in or pursuant to this Indenture, which Person must be, to the extent
required by applicable law or regulation, a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and, if so provided with respect to
any Security, any successor to such Person.  If at any time there is
more than one such Person, “U.S. Depository” or “Depository” shall mean, with
respect to any Securities, the qualifying entity that 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”.

         

         


        
          
            
              


                

            

             


          

          
            10

            
              

            

          

          
             


          

        

        
          Section
1.2    Compliance
Certificates and Opinions.

           

          Except as
otherwise expressly provided in this Indenture, upon any application or request
by the Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents or any of
them is specifically required by any provision of this Indenture relating to
such particular application or request, no additional certificate or opinion
need be furnished.

           

          Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

           

          (1)           a
statement that the individual signing such certificate or opinion has read such
condition or covenant 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 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 condition or covenant has been complied with;
and

           

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

        

              Section
1.3         Form of Documents
Delivered to Trustee.

         

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

         

        Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon an Opinion of Counsel, unless such officer knows,
or in the exercise of reasonable care should know, that the Opinion of Counsel
with respect to the matters upon which his certificate or opinion is based is
erroneous.  Any such Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or representations
by, an officer or officers of the Company, stating that the information with
respect to such factual matters is in the possession of the Company, provided
that such counsel, after reasonable inquiry, has no reason to believe and does
not believe that the certificate or opinion or representations with respect to
such matters are erroneous.

         


        
          
             


          

          
            11

            
              

            

          

          
             


          

        

        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 or any Security, they may, but need not, be consolidated and form one
instrument.

         

        Section
1.4    Acts
of Holders.

         

        (1)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by or pursuant to this Indenture to be given or taken by Holders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent duly appointed in
writing.  If, but only 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
given or taken by Holders of Securities 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 15, 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.  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 or 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, the Company and any agent of the Trustee or the Company,
if made in the manner provided in this Section.  The record of any
meeting of Holders of Securities shall be proved in the manner provided in
Section 15.6.


        Without
limiting the generality of this Section 1.4, unless otherwise provided in or
pursuant to this Indenture, a Holder, including a U.S. 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 Act provided in or pursuant to this Indenture to be
made, given or taken by Holders, and a U.S. 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 U.S. Depository’s standing
instructions and customary practices.

         

        The
Company shall fix a record date for the purpose of determining the Persons who
are beneficial owners of interest in any permanent global Security held by a
U.S. Depository entitled under the procedures of such U.S. Depository to make,
give or take, by a proxy or proxies duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other Act provided
in or pursuant to this Indenture to be made, given or taken by
Holders.  If such a record date is fixed, the Holders on such record
date or their duly appointed proxy or proxies, and only such Persons, shall be
entitled to make, give or take such request, demand, authorization, direction,
notice, consent, waiver or other Act, whether or not such Holders remain Holders
after such record date.  No such request, demand, authorization,
direction, notice, consent, waiver or other Act shall be valid or effective if
made, given or taken more than 90 days after such record date.

         

         


        
          
             


          

          
            12

            
              

            

          

          
             


          

        

        (2)           The
fact and date of the execution by any Person of any such instrument or writing
referred to in this Section 1.4 may be proved in any reasonable manner; and the
Trustee may in any instance require further proof with respect to any of the
matters referred to in this Section.

         

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

         

        (4)           The
ownership, principal amount and serial numbers of Bearer Securities held by any
Person, and the date of the commencement and the date of the termination 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, wherever situated, if
such certificate shall be deemed by the Company 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 Trustee to be satisfactory.  The Trustee and the Company
may assume that such ownership of any Bearer Security continues until (i)
another certificate or affidavit bearing a later date issued in respect of the
same Bearer Security is produced, or (ii) such Bearer Security is produced to
the Trustee by some other Person, or (iii) such Bearer Security is surrendered
in exchange for a Registered Security, or (iv) such Bearer Security is no longer
Outstanding.  The ownership, principal amount and serial numbers of
Bearer Securities held by the Person so executing such instrument or writing and
the date of the commencement and the date of the termination of holding the same
may also be proved in any other manner, which the Company and the Trustee deem
sufficient.


        (5)           If
the Company shall solicit from the Holders of any Registered Securities any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may at its option (but is not obligated to), by Board Resolution,
fix in advance a record date for the determination of Holders of Registered
Securities entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act.  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 of Registered Securities 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.

         

        (6)           Any
request, demand, authorization, direction, notice, consent, waiver or other Act
by 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 or suffered to be done by the Trustee, any Security Registrar, any
Paying Agent or the Company in reliance thereon, whether or not notation of such
Act is made upon such Security.

         


        
          
             


          

          
            13

            
              

            

          

          
             


          

        

         

        Section
1.5    Notices, etc. to
Trustee and Company.

         

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

         

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

         

        (2)           the
Company, by the Trustee or any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company, addressed to the attention of its
Treasurer, with a copy to the attention of its General Counsel, at the address
of its principal office specified herein or at any other address previously
furnished in writing to the Trustee by the Company.

         

        Section
1.6    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 his address as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice; and


        (2)           such
notice shall be sufficiently given to Holders of Bearer Securities, if any, if
published in an Authorized Newspaper in The City of New York and, if such
Securities are then listed on any stock exchange outside the United States, in
an Authorized Newspaper in such city as the Company shall advise the Trustee
that such stock exchange so requires, on a Business Day at least twice, the
first such publication to be not earlier than the earliest date and the second
such publication not later than the latest date prescribed for the giving of
such notice.

         

        In any
case where notice to Holders of Registered Securities is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder of a Registered Security shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the sufficiency
of any notice to Holders of Bearer Securities given as provided
herein.  Any notice that is mailed in the manner herein provided,
shall be conclusively presumed to have been duly given or
provided.  In the 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 by mail, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose
hereunder.

         


        
          
             


          

          
            14

            
              

            

          

          
             


          

        

         

        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 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 as provided above.

         

        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
1.7    Language of
Notices.

         

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

         

        Section
1.8    Conflict with Trust
Indenture Act.

         

        If any
provision hereof limits, qualifies or conflicts with any duties under any
required provision of the Trust Indenture Act imposed hereon by Section 318(c)
thereof, such required provision shall control.

         

        Section
1.9    Effect of Headings
and Table of Contents.

         

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


        Section
1.10              Successors
and Assigns.

         

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

         

        Section
1.11    Separability
Clause.

         

        In case
any provision in this Indenture, any Security 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
1.12    Benefits of
Indenture.

         

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

         

         


        
          
             


          

          
            15

            
              

            

          

          
             


          

        

        Section
1.13    Governing
Law.

         

        This
Indenture, the Securities and any 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 said
state.

         

        Section
1.14    Legal
Holidays.

         

        Unless
otherwise specified in or pursuant to this Indenture or any Securities, in any
case where any Interest Payment Date, Stated Maturity or Maturity of any
Security, or the last date on which a Holder has the right to convert or
exchange Securities of a series that are convertible or exchangeable, shall not
be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture, any Security or any Coupon other than a provision
in any Security or Coupon that specifically states that such provision shall
apply in lieu hereof) payment need not be made at such Place of Payment on such
date, and such Securities need not be converted or exchanged on such date, but
such payment may be made, and such Securities may be converted or exchanged, on
the next succeeding day that is a Business Day at such Place of Payment, and no
interest shall accrue on the amount payable on such date or at such time for the
period from and after such Interest Payment Date, Stated Maturity, Maturity or
last day for conversion or exchange, as the case may be, to such next succeeding
Business Day, except that if such next succeeding Business Day is in the next
succeeding calendar year, such payment may be made, and such Securities may be
converted or exchanged, on the immediately preceding Business Day (in the case
of each of the foregoing, with the same force and effect as if made on such
Interest Payment Date or at such Stated Maturity or Maturity or on such last day
for conversion or exchange, as the case may be).

         

        Section
1.15    Counterparts.

         

        This
Indenture may be executed in any number of counterparts, each of which shall be
an original and all of which shall constitute but one and the same
instrument.


        Section
1.16                  Judgment
Currency.

         

        The
Company 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, (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 requisite amount of the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day 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.

         

         


        
          
             


          

          
            16

            
              

            

          

          
             


          

        

        Section
1.17    No
Security Interest Created.

         

        Nothing
in this Indenture or in any Securities, express or implied, shall be construed
to constitute a security interest under the Uniform Commercial Code or similar
legislation, as now or hereafter enacted and in effect in any jurisdiction where
property of the Company or its Subsidiaries is or may be located.

         

        Section
1.18    Limitation on
Individual Liability.

         

        No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture or in any Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company, either directly or
through the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators, shareholders,
officers or directors, as such, of the Company, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any
Security or implied therefrom; and that any and all such personal liability of
every name and nature, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, shareholder, officer or director, as such, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Security or
implied therefrom, are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issuance of
such Security.


        Article
2

         

        SECURITIES
FORMS

         

        Section
2.1    Forms
Generally.

         

        Each
Registered Security, Bearer Security, Coupon and temporary or permanent global
Security issued pursuant to this Indenture shall be in the form established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, shall have 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,
consistently herewith, be determined by the officers executing such Security or
Coupon as evidenced by their execution of such Security or Coupon, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Securities may be listed.

         


        
          
             


          

          
            17

            
              

            

          

          
             


          

        

         

        Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall be issuable in registered form without Coupons and shall not be
issuable upon the exercise of warrants.

         

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

         

        Section
2.2    Form
of Trustee’s Certificate of Authentication.

         

        Subject
to Section 6.11, 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.

         

                        [                ],

         

                        as
Trustee

         

        


         

                        By______________________________________

                                                Authorized
Officer

         

        Section
2.3    Securities in Global
Form.

         

        Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall not be issuable in temporary or permanent global
form.  If Securities of a series shall be issuable in global form, as
specified and contemplated by Section 3.1, any such Security may provide that it
or any number of such Securities shall represent the aggregate amount of all
Outstanding Securities of such series (or such lesser amount as is permitted by
the terms thereof) from time to time endorsed thereon and may also provide that
the aggregate amount of Outstanding Securities represented thereby may from time
to time be increased or reduced to reflect exchanges.  Any endorsement
of


        any
Security in global form to reflect the amount, or any increase or decrease in
the amount, or changes in the rights of Holders, of Outstanding Securities
represented thereby shall be made in such manner and by such Person or Persons
as shall be specified therein or in the Company Order to be delivered pursuant
to Section 3.3 or 3.4 with respect thereto.  Subject to the provisions
of Section 3.3 and, if applicable, Section 3.4, the Trustee 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 therein or in the applicable Company Order.  If a Company
Order pursuant to Section 3.3 or 3.4 has been, or simultaneously is, delivered,
any instructions by the Company with respect to a Security in global form shall
be in writing but need not be accompanied by or contained in an Officers’
Certificate and need not be accompanied by an Opinion of Counsel.

         


        
          
             


          

          
            18

            
              

            

          

          
             


          

        

        
           

          Notwithstanding
the provisions of Section 3.7, unless otherwise specified in or pursuant to this
Indenture or any Securities, payment of principal of, any premium and interest
on, any Security (i) in temporary form shall be made to the Person or Persons
specified therein, and (ii) in global form and registered in the name of a
Depository or its nominee shall be made to the Depository or its nominee as the
Holder of such global Security.  Neither the Company nor the Trustee
shall 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 beneficial ownership interests, and each of the Company and the
Trustee may act or refrain from acting without liability on any information
provided by the Depository.  Neither any members of, or participants
in, the Depository nor any other Persons on whose behalf the agent members of
the depository  may act shall have any rights under this Indenture
with respect to any global Security registered in the name of the Depository or
any nominee thereof  or under any such global Security.

          


          Notwithstanding
the provisions of Section 3.8 and except as provided in the preceding paragraph,
the Company, the Trustee and any agent of the Company or the Trustee shall treat
as the Holder of such principal amount of Outstanding Securities represented by
a global Security (i) in the case of a global Security in registered form,
the Holder of such global Security in registered form, or (ii) in the case
of a global Security in bearer form, the Person or Persons specified pursuant to
Section 3.1.

           

          ARTICLE
3

           

          THE
SECURITIES

           

          Section
3.1    Amount Unlimited;
Issuable in Series.

           

          The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.  The Securities may be
issued in one or more series.  The Securities of each series issued and
authenticated pursuant to the terms of this Indenture shall be subordinated in
right of payment to all Senior Indebtedness, as provided in Article 16 of this
Indenture.

           

          With
respect to any Securities to be authenticated and delivered hereunder, there
shall be established in or pursuant to a Board Resolution and set forth in an
Officers’ Certificate, or established in one or more indentures supplemental
hereto,

           

          (1)           the
title and series of such Securities, which may include medium-term
notes;

           

          (2)           the
total principal amount of the series of such Securities and whether there shall
be any limit upon the aggregate principal amount of such Securities that may be
authenticated and
delivered under this Indenture (except for Securities authenticated and
delivered upon registration or transfer of, or in exchange for, or in lieu of,
other Securities of such series pursuant to Section 3.4, 3.5, 3.6, 9.5 or
11.7);

        

        (3)           if
such Securities are to be issuable as Registered Securities, as Bearer
Securities or alternatively as Bearer Securities and Registered Securities, and
whether the Bearer Securities are to be issuable with Coupons, 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 and vice versa;

         

        (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 3.5, and
(iii) the name of the Depository or the U.S. Depository, as the case may be,
with respect to any such global Security;

         


        
          
             


          

          
            19

            
              

            

          

          
             


          

        

         

        (5)           if
any of such Securities are to be issuable as Bearer Securities or in global
form, the date as of which any such Bearer Security or global 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)           the
date or dates, or the method or methods, if any, by which such date or dates
shall be determined, on which the principal of and premium, if any, on the
Securities shall be payable;

         

        (8)           the
Person to whom any interest on a Security shall be payable, if other than the
Person in whose name that Security is registered at the close of business on the
Regular Record Date for such interest; the rate or rates at which such
Securities shall bear interest, if any, which rate may be zero in the case of
certain Securities issued at an issue price representing a discount from the
principal amount payable at Maturity, or the method by which such rate or rates
will be determined (including, if applicable, any remarketing option or similar
method), and the date or dates from which such interest, if any, will accrue or
the method by which such date or dates will be determined, and the basis upon
which interest shall be calculated if other than that of a 360-day year of
twelve 30-day months;

         

        (9)           the
date or dates on which interest, if any, on such Securities shall be payable and
any Regular Record Dates applicable to the date or dates on which interest will
be so payable;


        (10)           if
in addition to or other than the Borough of Manhattan, The City of New York, the
place or places where the principal of or any premium or interest on such
Securities shall be payable, where any of such Securities that are issued in
registered form may be surrendered for registration of, transfer or exchange,
and where any such Securities may be surrendered for conversion or exchange and
notices of demands to or upon the Company in respect of such Securities and this
Indenture may be served, the extent to which, the manner in which, any interest
payment on a global Security on an Interest Payment Date, will be paid and the
manner in which any principal of or premium, if any, on any global Security will
be paid;

         

        (11)           if
such Securities are to be redeemable at the Company’s option, the date or dates
on which, the period or periods within which, the price or prices at which and
the other terms and conditions upon which such Securities may be redeemed, in
whole or in part, at the Company’s option pursuant to any sinking fund or
otherwise;

         


        
          
             


          

          
            20

            
              

            

          

          
             


          

        

         

        (12)           provisions
specifying whether the Company shall be obligated to redeem, purchase or repay
any of such Securities pursuant to any sinking fund or analogous provision or at
the option of any Holder of such Securities and, if so, the date or dates on
which, the period or periods within which, the price or prices at which and the
other terms and conditions upon which such Securities shall be redeemed,
purchased or repaid, in whole or in part, pursuant to such obligation, and any
provisions for the remarketing of such Securities so redeemed or
purchased;

         

        (13)           if
other than denominations of $1,000, and any integral multiple thereof, the
denominations in which any Securities to be issued in registered form will be
issuable and, if other than a denomination of $5,000, the denominations in which
any Securities to be issued in bearer form will be issuable;

         

        (14)           provisions
specifying whether the Securities will be convertible into other securities of
the Company and/or exchangeable for Securities of the Company or other obligors
and, if so, the terms and conditions upon which such Securities shall be so
convertible or exchangeable;

         

        (15)           if
other than the principal amount, the portion of the principal amount (or the
method by which such portion will be determined) of such Securities that will be
payable upon declaration of acceleration of the Maturity thereof pursuant to the
terms of this Indenture;

         

        (16)           if
other than Dollars, the Currency of payment, including composite Currencies and
Foreign Currencies, of the principal of, any premium or interest on any of such
Securities;

         

        (17)           if
other than as provided in Section 4.2, the manner in which the Securities of the
series are to be defeased;

         

        (18)           provisions
specifying whether the principal of, or any premium or interest on such
Securities shall be payable, at the election of the Company or a Holder of
Securities, in a Currency other than that in which such Securities are stated to
be payable and the date or dates on which, the period or periods within which,
and the other terms and conditions upon which,
such election may be made, and the time and manner of determining the exchange
rate;


         

        (19)           any
index, formula or other method used to determine the amount of payments of
principal of, or any premium or interest on such Securities;

         

        (20)           provisions
specifying whether such Securities are to be issued in the form of one or more
global Securities and, if so, the identity of the Depositary for such global
Security or Securities;

         

        (21)    provisions
specifying the relative degree, if any, to which such Securities of the series
issued and authenticated pursuant to the terms of this Indenture will be senior
to or be subordinated in right of payment to other series of Securities or other
Indebtedness of the Company, as the case may be, whether such other series of
Securities or other Indebtedness is Outstanding or not;

         


        
          
             


          

          
            21

            
              

            

          

          
             


          

        

         

        (22)           any
deletions from, modifications of or additions to the Events of Default or
covenants of the Company that are contained herein with respect to such
Securities;

         

        (23)           terms
specifying whether the provisions described below under Section 4.2 shall be
applicable to such Securities;

         

        (24)           terms
specifying whether any of such Securities are to be issued upon the exercise of
warrants, and the time, manner and place for such Securities to be authenticated
and delivered;

         

        (25)           if
any of such Securities are to be secured, the identity and nature of the
collateral and provisions relating to the security interest in such collateral;
and

         

        (26)           any
other terms of such Securities and any other deletions from or modifications or
additions to this Indenture in respect of such Securities.

         

        All
Securities of any one series and all Coupons, if any, appertaining to Bearer
Securities of such series shall be substantially identical except as to Currency
of payments due thereunder, denomination and the rate of interest thereon, or
method of determining the rate of interest, if any, Maturity, and the date from
which interest, if any, shall accrue and except as may otherwise be provided by
the Company in or pursuant to the Board Resolution and set forth in the
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 on original issue from time to time
upon written order of persons designated in the Officers’ Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officers’ Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Officers’ Certificate or supplemental
indenture.  All Securities of any one series need not be issued at the
same time and, unless otherwise so provided, a series may be reopened for
issuances of additional Securities of such series or to establish additional
terms of such series of Securities.  The Company also may issue, and
the Trustee may authenticate, Securities with the same terms as previously
issued Securities.

         

        If any of
the terms of the Securities of any series shall be established by action taken
by or pursuant to a Board Resolution, the Board Resolution shall be delivered to
the Trustee at or prior to the delivery of the Officers’ Certificate setting
forth the terms of such series.


        Section
3.2           Currency;
Denominations.

         

        Unless
otherwise provided in or pursuant to this Indenture, the principal of, and any
premium and interest, if any, on, the Securities shall be payable in
Dollars.  Unless otherwise provided in or pursuant to this Indenture,
Registered Securities denominated in Dollars shall be issuable in registered
form without Coupons in denominations of $1,000, and any integral multiple
thereof, and the Bearer Securities denominated in Dollars shall be issuable in
denominations of $5,000.  Securities not denominated in Dollars shall
be issuable in such denominations as are established with respect to such
Securities in or pursuant to this Indenture.

         

         


        
          
            
              


               

            

             


          

          
            22

            
              

            

          

          
             


          

        

        Section
3.3    Execution,
Authentication, Delivery and Dating.

         

        Securities
shall be executed on behalf of the Company by its Chairman of the Board, a Vice
Chairman, its President, its Chief Executive Officer, its Chief Financial
Officer, its Treasurer or a Vice President under its corporate seal reproduced
thereon, if applicable, and attested by its Secretary or one of its Assistant
Secretaries.  Coupons shall be executed on behalf of the Company by
the Treasurer or any Assistant Treasurer of the Company.  The
signature of any of these officers on the Securities or any Coupons appertaining
thereto may be manual or facsimile.

         

        Securities
and any Coupons appertaining thereto 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 and Coupons or did not hold such offices at the date of original
issuance 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, together with any Coupons appertaining
thereto, executed by the Company, to the Trustee for authentication and,
provided that the Board Resolution and Officers’ Certificate or supplemental
indenture or indentures with respect to such Securities referred to in Section
3.1 and a Company Order for the authentication and delivery of such Securities
have been delivered to the Trustee, the Trustee in accordance with the Company
Order and subject to the provisions hereof and of such Securities shall
authenticate and deliver such Securities.  In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities and any Coupons appertaining thereto, the Trustee
shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of
the Trust Indenture Act) shall be fully protected in relying upon,

         

        (1)           an
Opinion of Counsel to the effect that:

         

        (a)           the
form or forms and the terms of such Securities and any Coupons have been
established in conformity with the provisions of this Indenture;
and

         

        (b)           such
Securities, together with any Coupons appertaining thereto, when completed by
appropriate insertions and executed and delivered by the Company to the Trustee
for authentication in accordance with this Indenture, authenticated and
delivered by the Trustee in accordance with this Indenture and issued by the
Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute legal, valid and binding obligations of the Company,
enforceable in accordance with their terms, subject to
applicable


        bankruptcy,
insolvency, reorganization and other similar laws of general applicability
relating to or affecting the enforcement of creditors’ rights, to general
equitable principles and to such other qualifications as such counsel shall
conclude do not materially affect the rights of Holders of such Securities and
any Coupons; and

         

        (2)           an
Officers’ Certificate stating that, to the best knowledge of the Persons
executing such certificate, i) all conditions precedent to the execution,
authentication and delivery of such Securities and Coupons, if any, appertaining
thereto, have been complied with, and ii) no event which is, or after notice or
lapse of time would become, an Event of Default with respect to any of the
Securities shall have occurred and be continuing.

         


        
          
            
              


               

            

             


          

          
            23

            
              

            

          

          
             


          

        

         

        If all
the Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Opinion of Counsel and an Officers’ Certificate at the
time of issuance of each Security, but such Opinion of Counsel and Officers’
Certificate, with appropriate modifications, shall be delivered at or before the
time of issuance of the first Security of such series.  After any such
first delivery, any separate written request by an Authorized Officer of the
Company or any person designated in writing by an Authorized Officer that the
Trustee authenticate and deliver Securities of such series for original issue
will be deemed to be a certification by the Company that all conditions
precedent provided for in this Indenture relating to authentication and delivery
of such Securities continue to have been complied with and that no Event of
Default with respect to any of the Securities has occurred or is
continuing.

         

        The
Trustee shall not be required to authenticate or to cause an Authenticating
Agent to authenticate any Securities if the issue of such Securities pursuant to
this Indenture will affect the Trustee’s own rights, duties or immunities under
the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee or if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken.

         

        Each
Registered Security shall be dated the date of its
authentication.  Each Bearer Security and any Bearer Security in
global form shall be dated as of the date specified in or pursuant to this
Indenture.

         

        No
Security or Coupon appertaining thereto 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 in Section 2.2 or 6.11 executed by or on behalf of the Trustee or
by the Authenticating Agent by the manual signature of one of its authorized
officers.  Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.  Except as permitted by Section 3.6, the
Trustee shall not authenticate and deliver any Bearer Security unless all
Coupons appertaining thereto then matured have been detached and
cancelled.

         

        Section
3.4    Temporary
Securities.

         

        Pending
the preparation of definitive Securities, the Company may execute and deliver to
the Trustee and, upon Company Order, the Trustee shall authenticate and deliver,
in the manner provided in Section 3.3, temporary Securities in lieu thereof
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 or pursuant to this Indenture, in bearer form with one or more
Coupons or without Coupons and with such
appropriate insertions, omissions, substitutions and other variations as the
officers of the Company executing such Securities may determine, as conclusively
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 are issued, the Company shall cause
definitive Securities to be prepared without unreasonable
delay.  After the preparation of definitive Securities of the same
series and containing terms and provisions that are identical to those of any
temporary Securities, such temporary Securities shall be exchangeable for such
definitive Securities upon surrender of such temporary Securities at an Office
or Agency for such Securities, without charge to any Holder
thereof.  Upon surrender for cancellation of any one or more temporary
Securities (accompanied by any unmatured Coupons appertaining thereto), the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor an equal aggregate principal amount of definitive Securities of
authorized denominations of the same series and containing identical terms and
provisions; provided,
however, that no
definitive Bearer Security, except as provided in or pursuant to this Indenture,
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 or pursuant to this
Indenture.  Unless otherwise provided in or pursuant to this Indenture
with respect to a temporary global Security, until so exchanged the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.

         

         


        
          
             


          

          
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        Section
3.5    Registration,
Transfer and Exchange.

         

        With
respect to the Registered Securities of each series, if any, the Company shall
cause to be kept a register (each such register being herein sometimes referred
to as the “Security Register”) at an Office or Agency for such series in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of the Registered Securities of such series and of
transfers of the Registered Securities of such series.  Such Office or
Agency shall be the “Security Registrar” for that series of
Securities.  Unless otherwise specified in or pursuant to this
Indenture or the Securities, the Trustee shall be the initial Security Registrar
for each series of Securities.  The Company shall have the right to
remove and replace from time to time the Security Registrar for any series of
Securities; provided that no such removal or replacement shall be effective
until a successor Security Registrar with respect to such series of Securities
shall have been appointed by the Company and shall have accepted such
appointment by the Company.  In the event that the Trustee shall not
be or shall cease to be Security Registrar with respect to a series of
Securities, it shall have the right to examine the Security Register for such
series at all reasonable times.  The Company shall be required to
maintain a Security Registrar in each place where the principal of and premium
or interest on any Security is payable. There shall be only one Security
Register for each series of Securities.

         

        Upon
surrender for registration of transfer of any Registered Security of any series
at any Office or Agency for such series, and upon a written instrument of
transfer satisfactory to the Registrar duly executed by the Holder or such
Holder’s attorney duly authorized in writing, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Registered Securities of the same series
denominated as authorized in or pursuant to this Indenture, of a like aggregate
principal amount bearing a number not contemporaneously outstanding and
containing identical terms and provisions.


        At the
option of the Holder, certificated Securities (including Bearer Securities) and
the right to receive the principal, premium and interest, if any, on any
certificated Security may be transferred by a Holder by surrendering such
certificate representing the certificated Securities at the Corporate Trust
Office of the Trustee.  Such certificate representing the certificated
Securities may be reissued by the Company or the Trustee to a new Holder or a
new certificate representing the certificated Securities may be issued by the
Company or the Trustee to a new Holder.

         

         


        
          
            
              


               

              


                

            

             


          

          
            25

            
              

            

          

          
             


          

        

        At the
option of the Holder, Registered Securities of any series may be exchanged for
other Registered Securities of the same series containing identical terms and
provisions, in any authorized denominations, and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at any Office or Agency
for such series, together with a written instrument of transfer satisfactory to
the Registrar duly executed by the Holder or such Holder’s attorney duly
authorized in writing.  Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities that the Holder making the
exchange is entitled to receive.

         

        If
provided in or pursuant to this Indenture, with respect to Securities of any
series, at the option of the Holder, Bearer Securities of such series may be
exchanged for Registered Securities of such series containing identical terms,
denominated as authorized in or pursuant to this Indenture and in the same
aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons
and all matured Coupons in default thereto appertaining.  If the
Holder of a Bearer Security is unable to produce any such unmatured Coupon or
Coupons or matured Coupon or Coupons in default, such exchange may be effected
if the Bearer Securities are accompanied by payment in funds acceptable to the
Company 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 and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless.  If thereafter the Holder of such Bearer Security
shall surrender to any Paying Agent any such missing Coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as
otherwise provided in Section 10.2, interest represented by Coupons shall be
payable only upon presentation and surrender of those Coupons at an Office or
Agency for such series located outside the United
States.  Notwithstanding the foregoing, in case a Bearer Security of
any series is surrendered at any such Office or Agency for such series in
exchange for a Registered Security of such series and like tenor after the close
of business at such Office or Agency on (i) any Regular Record Date and before
the opening of business at such Office or Agency on the next succeeding Interest
Payment Date, or (ii) any Special Record Date and before the opening of business
at such Office or Agency on the related date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date or proposed date of payment, as the case may be (or, if
such Coupon is so surrendered with such Bearer Security, such Coupon shall be
returned to the Person so surrendering the Bearer Security), and interest or
Defaulted Interest, as the case may be, shall 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 shall be
payable only to the Holder of such Coupon when due in accordance with the
provisions of this Indenture.

         

        If
provided in or pursuant to this Indenture with respect to Securities of any
series, at the option of the Holder, Registered Securities of such series may be
exchanged for Bearer Securities upon such
terms and conditions as may be provided in or pursuant to this Indenture with
respect to such series.

         

        Whenever
any Securities are surrendered for exchange as contemplated by the immediately
preceding two paragraphs, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities that the Holder making the exchange is
entitled to receive.

         

         


        
          
             


          

          
            26

            
              

            

          

          
             


          

        

        Notwithstanding
the foregoing, except as otherwise provided in or pursuant to this Indenture,
any global Security shall be exchangeable for certificated Securities only if
(i) the Depository is at any time unwilling, unable or ineligible to continue as
depository and a successor depository is not appointed by the Company within 90
days of the date the Company is so informed in writing, (ii) the Company, in its
discretion, determines not to require all of the Securities of a series to be
represented by a global Security and notifies the Trustee of its decision by
executing and delivering to the Trustee a Company Order to the effect that such
global Security shall be so exchangeable or (iii) an Event of Default has
occurred and is continuing, the Company, the Trustee, the Registrar and the
Paying Agent shall have notified the Depository that the global Security shall
be exchangeable for certificated Securities.  If the beneficial owners
of interests in a global Security are entitled to exchange such interests for
definitive Securities as the result of an event described in clause (i), (ii) or
(iii) of the preceding sentence, then without unnecessary delay but in any event
not later than the earliest date on which such interests may be so exchanged,
the Company shall deliver to the Trustee definitive Securities in such form and
denominations as are required by or pursuant to this Indenture, and of the same
series, containing identical terms and in aggregate principal amount equal to
the principal amount of such global Security, executed by the
Company.  On or after the earliest date on which such interests may be
so exchanged, such global Security shall be surrendered from time to time by the
U.S. Depository or such other Depository as shall be specified in the Company
Order with respect thereto, and in accordance with instructions given to the
Trustee and the U.S. Depository or such other Depository, as the case may be
(which instructions shall be in writing but need not be contained in or
accompanied by an Officers’ Certificate or be accompanied by an Opinion of
Counsel), as shall be specified in the Company Order with respect thereto to the
Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or
in part, for definitive Securities as described above without
charge.  The Trustee shall authenticate and make available for
delivery, in exchange for each portion of such surrendered global Security, a
like aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such global
Security to be exchanged, which (unless such Securities are not issuable both as
Bearer Securities and as Registered Securities, in which case the definitive
Securities exchanged for the global Security shall be issuable only in the form
in which the Securities are issuable, as provided in or pursuant to this
Indenture) shall be in the form of Bearer Securities or Registered Securities,
or any combination thereof, as shall be specified by the beneficial owner
thereof, but subject to the satisfaction of any certification or other
requirements to the issuance of Bearer Securities; provided, however, that (unless
otherwise provided in or pursuant to this Indenture) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any location in the United States.  Promptly
following any such exchange in part, such global Security shall be returned by
the Trustee to such Depository or the U.S. Depository, as the case may be, or
such other Depository or U.S. Depository referred to above in accordance with
the instructions of the Company referred to above.  If a Registered
Security is issued in exchange for any portion of a global Security after the
close of business at the Office or Agency for such Security where such exchange
occurs on or after (i) any Regular Record Date for such Security and before the
opening of business at such Office or Agency on the next succeeding Interest
Payment Date, or (ii) any Special Record Date for such Security and before the
opening of business at such Office or Agency on the related proposed
date for payment of interest or Defaulted Interest, as the case may be, interest
shall 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 shall 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 global
Security shall be payable in accordance with the provisions of this
Indenture.

         

         


        
          
             


          

          
            27

            
              

            

          

          
             


          

        

        All
Securities issued upon any registration of transfer or exchange of Securities
shall be the valid obligations of the Company, evidencing the same debt and
entitling the Holders thereof 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 for such Security) be duly endorsed, or be accompanied by a written
instrument of transfer in a form satisfactory to the Company and the Security
Registrar for such Security duly executed by the Holder thereof or his attorney
duly authorized in writing.

         

        No
service charge shall be made for any registration of transfer or exchange, or
redemption of Securities, but the Company may require payment of a sum
sufficient to cover any stamp tax or other governmental charge and any other
reasonable expenses (including fees and expenses of the Trustee) that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.4, 3.6, 9.5 or 11.7 not
involving any transfer.

         

        The
Company shall not be required (i) to register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15
days before the day the Company transmits a notice of redemption of Securities
of the series selected for redemption and ending at the close of business on the
day of the transmission, or (ii) to register the transfer of or exchange any
Security selected for redemption in whole or in part, except in the case of any
Security to be redeemed in part, the portion thereof not to be redeemed, or
(iii) to exchange any Bearer Security selected for redemption except, to the
extent provided with respect to such Bearer Security, that such Bearer Security
may be exchanged for a Registered Security of like tenor and the same series,
provided that such Registered Security shall be immediately surrendered for
redemption with written instruction for payment consistent with the provisions
of this Indenture or (iv) to issue, register the transfer of or exchange any
Security which, in accordance with its terms, has been surrendered for repayment
at the option of the Holder, except the portion, if any, of such Security not to
be so repaid.

         

        Section
3.6    Mutilated, Destroyed,
Lost and Stolen Securities.

         

        If any
mutilated Security or a Security with a mutilated Coupon appertaining to it is
surrendered to the Trustee, subject to the provisions of this Section 3.6, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series containing identical terms and of
like principal amount and bearing a number not contemporaneously outstanding,
with Coupons appertaining thereto corresponding to the Coupons, if any,
appertaining to the surrendered Security.

         

        If there
be delivered to the Company and the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security or Coupon, and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security or Coupon has been acquired by a bona
fide
purchaser, the Company shall execute and, upon the Company’s request the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, 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 containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto 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.

         


        
          
            
              


               

              


                

            

             


          

          
            28

            
              

            

          

          
             


          

        

         

        Notwithstanding
the foregoing provisions of this Section 3.6, in case any 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 payment of
principal of, and any premium or interest, if any, on any Bearer Securities
shall, except as otherwise provided in Section 10.2, be payable only at an
Office or Agency for such Securities located outside the United
States.

         

        Upon the
issuance of any new Security under this Section 3.6, the Company may require the
payment of a sum sufficient to cover any stamp tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee and the fees and expenses of Trustee’s counsel)
connected therewith.

         

        Every new
Security, with any Coupons appertaining thereto issued pursuant to this Section
3.6 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
a separate obligation of the Company, whether or not the destroyed, lost or
stolen Security and Coupons appertaining thereto or the destroyed, lost or
stolen Coupon shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and
all other Securities of such series and any Coupons, if any, duly issued
hereunder.

         

        The
provisions of this Section 3.6, as amended or supplemented pursuant to this
Indenture with respect to particular Securities or generally, shall 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
3.7    Payment of Interest;
Rights to Interest Preserved.

         

        Unless
otherwise provided in or pursuant to this Indenture, any interest on any
Registered Security which shall be payable, and are punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name such Security (or one or more Predecessor Securities) is registered as of
the close of business on the Regular Record Date for such interest.

         

        Unless
otherwise provided in or pursuant to this Indenture, any interest on any
Registered Security which shall be payable, but shall not be punctually paid or
duly provided for, on any Interest Payment Date for such Registered Security
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the
Holder thereof on the relevant Regular Record Date; and such Defaulted Interest
may be paid by the Company at its election as provided in clause (1) or (2)
below:

         

        (1)           The
Company may elect to make payment of any Defaulted Interest to the Person in
whose name such Registered Security (or a Predecessor Security thereof) shall be



         

         


        
          
            
              


               

              


                

            

             


          

          
            29

            
              

            

          

          
             


          

        

        
          registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed by the Company in the following
manner.  The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on such Registered Security, the
Special Record Date therefor and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit on or
prior to the date of the proposed payment, such money when so deposited to be
held in trust for the benefit of the Person entitled to such Defaulted Interest
as in this clause provided.  The Special Record Date for the payment
of such Defaulted Interest shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
notification to the Trustee 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 the Holder of such Registered
Security (or a Predecessor Security thereof) at his address as it appears in the
Security Register not less than 10 days prior to such Special Record
Date.  The Trustee may, in its discretion, in the name and at the
expense of the Company cause a similar notice to be published at least once in
an Authorized Newspaper of general circulation in the Borough of Manhattan, The
City of New York, but such publication shall not be a condition precedent to the
establishment of such Special Record Date.  Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in
whose name such Registered Security (or a Predecessor Security thereof) shall be
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).

        

         

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

         

        Unless
otherwise provided in or pursuant to this Indenture or the Securities of any
particular series pursuant to the provisions of this Indenture, at the option of
the Company, interest on Registered Securities that bear interest may be paid at
the office or agency of the Company maintained for such purposes in the Borough
of Manhattan, City of New York, or by mailing a check to the address of the
Person entitled thereto as such address shall appear in the Security Register or
by transfer to an account maintained by the payee with a bank located in the
United States.

         

        Notwithstanding
the foregoing, a holder of $1,000,000 or more in aggregate principal amount of
Securities of any series of global Securities (or its equivalent in a Foreign
Currency, if the currency unit is a Foreign Currency), whether having identical
or different terms and provisions, having the same interest payment dates will
be entitled to receive interest payments, other than at Maturity, by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee for the Securities of
such series at least 15 days prior to the applicable Interest Payment
Date.  In addition to the foregoing, a holder of $1,000,000 or more in
aggregate principal amount of Securities of any series of global Securities (or
its equivalent in a Foreign Currency, if the currency unit is a Foreign
Currency), whether having identical or different terms and provisions, having
the same Maturity will be entitled to receive payment at Maturity
by

         


        
          
            
              


               

              


                

            

             


          

          
            30

            
              

            

          

          
             


          

        


        wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee for the Securities of
such series at least 15 days prior to Maturity; provided, however, that
such payments shall be made subject to applicable laws and regulations and only
after surrender of the global Securities to the Company, the corporate trust
office or the Paying Agent, for such global Securities not later than one
Business Day prior to Maturity.  Any wire instructions received by the
Trustee for the Securities of such series shall remain in effect until revoked
by the Holder. 

         

        Subject
to the foregoing provisions of this Section and Section 3.5, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other
Security.

         

        In the
case of any Registered Security of any series that is convertible into other
securities of the Company or exchangeable for securities of another issuer,
which Registered Security is converted or exchanged after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Registered Security with respect to which the Stated Maturity is prior to
such Interest Payment Date), interest with respect to which the Stated Maturity
is on such Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion or exchange, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name
that Registered Security (or one or more predecessor Registered Securities) is
registered at the close of business on such Regular Record
Date.  Except as otherwise expressly provided in the immediately
preceding sentence, in the case of any Registered Security which is converted or
exchanged, interest with respect to which the Stated Maturity is after the date
of conversion or exchange of such Registered Security shall not be
payable.

         

        Section
3.8    Persons Deemed
Owners.

         

        Prior to
due presentment of a Registered Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Registered Security is registered in the Security
Register as the owner of such Registered Security for the purpose of receiving
payment of principal of, and any premium or (subject to Sections 3.5 and 3.7)
interest, if any, on such Registered Security and for all other purposes
whatsoever, whether or not any payment with respect to such Registered Security
shall be overdue, and none of the Company, the Trustee or any agent of the
Company or the Trustee shall be affected by notice to the contrary.

         

        The
Company, the Trustee and any agent of the Company or the Trustee may treat the
bearer of any Bearer Security or the bearer of any Coupon as the absolute owner
of such Security or Coupon for the purpose of receiving payment thereof or on
account thereof and for all other purposes whatsoever, whether or not any
payment with respect to such Security or Coupon shall be overdue, and none of
the Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

         

         


        
          
            
              


               

              


                

            

             


          

          
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        No Holder
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 Trustee,
and any agent of the Company or the Trustee as the owner of such global Security
for all purposes whatsoever.  None of the Company, the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or liability
for any aspect of the


        records
relating to or payments made on account of beneficial ownership interests of a
global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.

         

        Section
3.9    Cancellation.

         

        All
Securities and Coupons surrendered for payment, redemption, registration of
transfer, exchange or conversion or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee, and any such Securities and Coupons, as well as Securities and Coupons
surrendered directly to the Trustee for any such purpose, shall be cancelled
promptly by the Trustee.  The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be cancelled promptly by the
Trustee.  No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by or pursuant to this Indenture.  All cancelled
Securities and Coupons held by the Trustee shall be destroyed by the Trustee in
its customary manner and the Trustee shall deliver a certificate of disposition
to the Company upon its written request therefor, unless by a Company Order, the
Company directs their return to it.

         

        Section
3.10    Computation of
Interest.

         

        Except as
otherwise provided in or pursuant to this Indenture or in any Security, interest
on the Securities shall be computed on the basis of a 360-day year of twelve
30-day months.

         

        Section
3.11    CUSIP
Numbers.

         

        The
Company in issuing the Securities may use “CUSIP,”  “CINS” and “ISIN”
numbers (if then generally in use), and the Trustee shall use CUSIP, CINS or
ISIN numbers, as the case may be, in notice of redemptions or exchanges as a
convenience to Holders and no presentation shall be made as to the correctness
of such numbers either as printed on the Securities or as contained in any
notice of redemption or exchange.  The Company shall promptly notify
the Trustee of any change in CUSIP, CINS or ISIN numbers.

         

         

        ARTICLE
4

         

        SATISFACTION
AND DISCHARGE OF INDENTURE; DEFEASANCE AND COVENANT DEFEASANCE

         

        Section
4.1    Satisfaction and
Discharge.

         

        Upon the
direction of the Company by a Company Order, this Indenture shall cease to be of
further effect with respect to any series of Securities specified in such
Company Order and any Coupons appertaining thereto (except as to any surviving
rights of Securities of such series expressly provided
for herein or pursuant thereto), and the Trustee, on receipt of a Company Order,
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series,
when

         


        
          
            
              


               

              


                

            

             


          

          
            32

            
              

            

          

          
             


          

        

         

        (1)           either

         

        (a)           all
Securities of such series theretofore authenticated and delivered and all
Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer
Securities of such series surrendered in exchange for Registered Securities of
such series and maturing after such exchange whose surrender is not required or
has been waived as provided in Section 3.5, (ii) Securities and Coupons of such
series which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 3.6, (iii) Coupons appertaining to Securities of
such series called for redemption and maturing after the relevant Redemption
Date whose surrender has been waived as provided in Section 11.7, and (iv)
Securities and Coupons of such series for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in
Section 10.3) have been delivered to the Trustee for cancellation;
or

         

        (b)           all
Securities of such series and, in the case of (i) or (ii) of this subclause (b)
below, any Coupons appertaining thereto not theretofore delivered to the Trustee
for cancellation (i) have become due and payable, or (ii) will become due and
payable at their Stated Maturity within one year, or (iii) if redeemable at the
option of the Company, 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
Company, in the case of subclause (b)(i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for such
purpose, money in the Currency in which such Securities are payable in an amount
sufficient to pay and discharge the entire Indebtedness represented by such
Securities and any Coupons appertaining thereto not theretofore delivered to the
Trustee for cancellation, including the principal of, and any premium or
interest, if any, on such Securities and any Coupons appertaining thereto, to
the date of such deposit (in the case of Securities which have become due and
payable) or to the Maturity thereof, as the case may be;

         

        (2)           the
Company 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 an Opinion of Counsel and an Officers’
Certificate, each stating that, in the opinion of such officer or counsel, as
the case may be,  all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture as to such series
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 obligations of the Company to the Trustee under Section 6.6 and,
if money shall have been deposited with the Trustee pursuant to subclause (b) of
clause (1) of this Section, the obligations of the Company and the Trustee with
respect to the Securities of each series under Sections 3.5, 3.6, 4.3, 10.2 and
10.3, and with respect to any rights to convert or exchange such Securities into
securities of the Company or another issuer, shall survive.


        
          
            
              


               

              


                

            

             


          

          
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        Section
4.2    Defeasance and
Covenant Defeasance.

         

        (1)           Unless
pursuant to Section 3.1, either or both of (i) defeasance of the Securities of
or within a series under clause (2) of this Section 4.2 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 4.2 shall not
be applicable with respect to the Securities of such series, then such
provisions, together with the other provisions of this Section 4.2 (with such
modifications thereto as may be specified pursuant to Section 3.1 with respect
to any Securities), shall be applicable to such Securities and any Coupons
appertaining thereto, and the Company may at its option by Board Resolution, at
any time, with respect to such Securities and any Coupons appertaining thereto,
elect to have Section 4.2(2) or Section 4.2(3) be applied to such Outstanding
Securities and any Coupons appertaining thereto upon compliance with the
conditions set forth below in this Section 4.2.

         

        (2)           Upon
the Company’s exercise of the above option applicable to this Section 4.2(2)
with respect to any Securities of or within a series, the Company shall be
deemed to have been discharged from its obligations with respect to such
Outstanding Securities and any Coupons appertaining thereto on the date the
conditions set forth in clause (4) of this Section 4.2 are satisfied
(hereinafter, “defeasance”).  For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by such Outstanding Securities and any Coupons
appertaining thereto, which shall thereafter be deemed to be “Outstanding” only
for the purposes of clause (5) of this Section 4.2 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 Coupons appertaining
thereto, and this Indenture insofar as such Securities and any Coupons
appertaining thereto are concerned (and the Trustee, at the expense of the
Company, 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
Coupons appertaining thereto to receive, solely from the trust fund described in
clause (4) of this Section 4.2 and as more fully set forth in such clause,
payments in respect of the principal of (and premium, if any) and interest, if
any, on such Securities and any Coupons appertaining thereto when such payments
are due, and any rights of such Holder to convert such Securities into other
securities of the Company or exchange such Securities for securities another
issuer, (ii) the obligations of the Company and the Trustee with respect to such
Securities under Sections 3.5, 3.6, 10.2 and 10.3, and with respect to any
rights to convert such Securities into other securities of the Company or
exchange such Securities for securities of another issuer, (iii) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (iv) this
Section 4.2.  The Company may exercise its option under this Section
4.2(2) notwithstanding the prior exercise of its option under clause (3) of this
Section 4.2 with respect to such Securities and any Coupons appertaining
thereto.

         


        (3)           Upon
the Company’s exercise of the option to have this Section 4.2(3) apply with
respect to any Securities of or within a series, the Company shall be released
from its obligations under Sections 10.5 and 10.6, and, to the extent specified
pursuant to Section 3.1(21), any other covenant applicable to such Securities,
with respect to such Outstanding Securities and any Coupons appertaining
thereto, on and after the date the conditions set forth in clause (4) of this
Section 4.2 are satisfied (hereinafter, “covenant defeasance”), and such
Securities and any Coupons appertaining thereto 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, with respect to such Outstanding Securities and any
Coupons appertaining thereto, 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 5.1(4) or
5.1(8) or otherwise, as the case may be, but, except as specified above, the
remainder of this Indenture and such Securities and Coupons appertaining thereto
shall be unaffected thereby.


        
          
            
               

            

             


          

          
            34

            
              

            

          

          
             


          

        

         

        (4)           The
following shall be the conditions to application of clause (2) or (3) of this
Section 4.2 to any Outstanding Securities of or within a series and any Coupons
appertaining thereto:

         

        (a)           The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 6.7 who shall
agree to comply with the provisions of this Section 4.2 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 Coupons appertaining thereto, (1) an
amount in Dollars or in such Foreign Currency in which such Securities and any
Coupons appertaining thereto are then specified as payable at Stated Maturity,
or (2) Government Obligations applicable to such Securities and Coupons
appertaining thereto (determined on the basis of the Currency in which such
Securities and Coupons appertaining thereto 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 (and premium, if any)
and interest, if any, on such Securities and any Coupons appertaining thereto,
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 (and
premium, if any) and interest, if any, on such Outstanding Securities and any
Coupons appertaining thereto 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 Coupons appertaining thereto 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 Coupons appertaining
thereto.  Provided, that notwithstanding the foregoing, with respect
to any Securities which shall at the time be listed for trading on a stock
exchange,  there shall be no deposit of funds in cash and/or in
Government Obligations with the Trustee to pay the principal amount, the
redemption price or any installment of interest in order to discharge the
Company’s obligations in respect of such payment if, at such time, the rules of
the such stock exchange prohibit such deposit with the Trustee.

         

         


        
          
            
              


               

              


                

            

             


          

          
            35

            
              

            

          

          
             


          

        

        (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 material agreement or
instrument to which the Company is a party or by which it is bound.

         

        (c)           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 Coupons
appertaining thereto shall have occurred and be continuing on the date of such
deposit.

         

        (d)           In
the case of an election under clause (2) of this Section 4.2, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (i) the Company
has received from the U.S. Internal Revenue Service a letter ruling, or there
has been published by the U.S. 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 Coupons appertaining thereto 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.

         

        (e)           In
the case of an election under clause (3) of this Section 4.2, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Outstanding Securities and any Coupons appertaining thereto 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.

         

        (f)           The
Company shall have delivered to the Trustee an 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 4.2 (as the case
may be) have been complied with.

         

        (g)           Notwithstanding
any other provisions of this Section 4.2(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 in
connection therewith pursuant to Section 3.1.


        (5)           Unless
otherwise specified in or pursuant to this Indenture or any Security, if, after
a deposit referred to in Section 4.2(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 3.1 or the terms of such Security to receive payment
in a Currency other than that in which the deposit pursuant to Section 4.2(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
4.2(4)(a) has been made, the Indebtedness represented by such Security and any
Coupons appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any), and interest, if any, on, 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 this Section 4.2(5) and Section 4.3, the “Trustee”)
against any tax, fee or other charge, imposed on or assessed against the
Government Obligations deposited pursuant to this Section 4.2 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 Coupons appertaining thereto.

         


        
          
             


          

          
            36

            
              

            

          

          
             


          

        

         

        Anything
in this Section 4.2 to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request, any money or
Government Obligations (or other property and any proceeds therefrom) held by it
as provided in clause (4) of this Section 4.2 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 4.2.

         

        Section
4.3    Application of Trust
Money.

         

        Subject
to the provisions of the last paragraph of Section 10.3, all money and
Government Obligations (or other property as may be provided pursuant to Section
3.1) (including the proceeds thereof) deposited with the Trustee pursuant to
Section 4.1 or 4.2 in respect of any Outstanding Securities of any series and
any Coupons appertaining thereto shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and any Coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities and any Coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest; but such money and Government
Obligations need not be segregated from other funds except to the extent
required by law.


        Section
4.4              Reinstatement.

         

        (1)           If
the Trustee or Paying Agent is unable to apply any money or Government
Obligations in accordance with Section 4.2(4) by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
obligations under this Indenture and the Securities of the applicable series
issued hereunder shall be revived and reinstated as though no deposit has
occurred pursuant to Section 4.2(4) until such time as the Trustee or Paying
Agent is permitted to apply all such money or Government Obligations in
accordance with and as contemplated by Section 4.2(4).


        
          
            
              


               

              


                

            

             


          

          
            37

            
              

            

          

          
             


          

        

         

        (2)           If
the Company’s obligations under this Indenture and the Securities of the
applicable series issued hereunder shall be revived and reinstated in accordance
with this Section 4.4, the Company shall be permitted, at its discretion to
withdraw all or a portion of the deposits made by the Company pursuant to
Section 4.2(4).

         

        (3)           If
the Company elects not to withdraw any of the deposits made by the Company
pursuant to Section 4.2(4), if and when the Trustee or Paying Agent is later
permitted to apply all such money or Government Obligations in accordance with
and as contemplated by Section 4.2(4), the rights of the Company shall be
subrogated to the rights of the Holders of the Securities of the applicable
series to receive payments from the money or Government Obligations deposited by
the Company pursuant to Section 4.2(4) and held by the Trustee or Paying Agent;
provided that if the
Company shall have made any payment of principal or interest on the Securities
of any series because of the revival and reinstatement of its obligations, which
payment is not sourced from any amounts deposited by the Company pursuant to
Section 4.2(4) (such amount, in the aggregate, being referred to as the “Company
Paid Amount”), the Company shall be permitted, at its discretion, to withdraw
all or a portion of the deposits made by the Company pursuant to Section 4.2(4)
up to the Company Paid Amount.

         

        ARTICLE
5

         

        REMEDIES

        Section
5.1    Events of
Default.

         

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

         

        (1)           default
in the payment of any interest on any Security of such series when such interest
becomes due and payable, and continuance of such default for a period of 30
days; or

         


        (2)           default
in the payment of the principal of or any premium on any Security of such series
when such principal or premium becomes due and payable at their Maturity;
or

         

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

         


        
          
            
                

            

             


          

          
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        (4)           default
in the performance, or breach, of any covenant or agreement of the Company in
this Indenture with respect to any Security of that series (other than a
covenant or agreement a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with and other than a covenant or
agreement included in this Indenture solely for the benefit of another series of
Securities), and continuance of such default or breach for a period of 60 days
after there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding 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)           any
event of default, as defined in any mortgage, indenture (including this
Indenture), trust agreement or other instrument securing, evidencing or
providing for any evidence of any Indebtedness of the Company (including
guaranteed Indebtedness but excluding any Indebtedness that is subordinated in
right of payment to the Securities of such series), as a result of which an
aggregate principal amount exceeding $25,000,000 of such Indebtedness shall have
been declared due and payable prior to the date on which it would otherwise
become due and payable, and such default shall not be cured or waived or such
acceleration shall not have been rescinded or annulled within a period of 30
days after there shall have been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of such series, a
written notice specifying such failure to pay and requiring the Company to cause
such acceleration to be rescinded or annulled or to cause such Indebtedness to
be discharged and stating that such notice is a “Notice of Default” hereunder;
or

         

        (6)           a
court of competent jurisdiction enters an order or decree under any applicable
Bankruptcy Law that:

         

        (a)           is
for relief against the Company in an involuntary case; or

         

        (b)           appoints
a Custodian of the Company or for all or substantially all of the property of
the Company; or

         

        (c)           orders
the liquidation of the Company;

         

        and the
order or decree remains unstayed and in effect for 60 consecutive
days.  The term “Bankruptcy Law” means title 11, U.S. Code or any
similar federal or state law for the relief of debtors.  The term
“Custodian” means any receiver, trustee, assignee, liquidator or other similar
official under any Bankruptcy Law.


              (7)           the
commencement by the Company of a voluntary proceeding under any applicable
bankruptcy, insolvency, reorganization (other than a reorganization under a
foreign law that does not relate to insolvency) or other similar law or of a
voluntary proceeding seeking to be adjudicated insolvent or the consent by the
Company to the entry of a decree or order for relief in an involuntary
proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any insolvency proceedings against it, or
the filing by the Company of a petition or answer or consent seeking
reorganization, arrangement, adjustment or composition of the Company or relief
under any applicable law, or the consent by the Company to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee or similar official of the Company or any
substantial part of the property of the Company or the making by the Company of
an assignment for the benefit of creditors; or

         


        
          
            
              


               

            

             


          

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

         

        Section
5.2    Acceleration of
Maturity; Rescission and Annulment.

         

        If an
Event of Default with respect to Securities of any series at the time
Outstanding (other than an Event of Default specified in clause (6) or (7) of
Section 5.1) occurs and is continuing, then the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of such series
may declare the principal of all the Securities of such series, or such lesser
amount as may be provided for in the Securities of such series, to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by the Holders), and upon any such declaration such principal or such
lesser amount shall become immediately due and payable.

         

        If an
Event of Default specified in clause (6) or (7) of Section 5.1 occurs, all
unpaid principal of and accrued interest on the Outstanding Securities of that
series (or such lesser amount as may be provided for in the Securities of such
series) shall ipso
facto become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holder of any Security of that
series.

         

        At any
time after a declaration of acceleration with respect to the Securities of any
series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided,
the Holders of not less than a majority in principal amount of the Outstanding
Securities of such series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if

         

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

         

        (a)           all
overdue installments of any interest on all Securities of such series and any
Coupon appertaining thereto,

         

        (b)           the
principal of and any premium on any Securities of such series which have become
due otherwise than by such declaration of acceleration and interest thereon at
the rate or rates borne by or provided for in such Securities,


        (c)           to
the extent that payment of such interest is lawful, interest upon overdue
installments of any interest at the rate or rates borne by or provided for in
such Securities, and

         

         


        
          
            
              


               

              


                

            

             


          

          
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        (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
all other amounts due the Trustee under Section 6.6; and

         

        (2)           all
Events of Default with respect to Securities of such series, other than the
non-payment of the principal of, or any premium and interest, if any, on
Securities of such series which shall have become due solely by such declaration
of acceleration, shall have been cured or waived as provided in Section
5.13.

         

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

         

         

        Section
5.3    Collection of
Indebtedness and Suits for Enforcement by Trustee.

         

        The
Company covenants that if a

         

        (1)           default
is made in the payment of any installment of interest on any Security or any
Coupon appertaining thereto when such interest shall have 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 or any premium on any Security at its
Maturity,

         

        the
Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit
of the Holders of such Securities and any Coupons appertaining thereto, the
whole amount of money then due and payable with respect to such Securities and
any Coupons appertaining thereto, with interest upon the overdue principal, any
premium and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest, and in addition thereto,
such further amount of money 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 and all other
amounts due to the Trustee under Section 6.6.

         

        If the
Company shall fail to pay the money it is required to pay the Trustee pursuant
to the preceding paragraph forthwith upon the demand of the Trustee, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the money so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and any Coupons
appertaining thereto and collect the monies adjudged or decreed to be payable in
the manner provided by law out of the property of the Company or any other
obligor upon such Securities and any Coupons appertaining thereto, wherever
situated.  Every recovery of judgment in any such action or other
proceeding, after provision for the payment of the reasonable compensation,
expenses, disbursements


        and
advances of the Trustee, its agents and counsel, shall be for the ratable
benefit of each and every Holder of the Securities or Coupons in respect of
which such judgment has been recovered.

         

        If an
Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series and any
Coupons appertaining thereto by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or such Securities or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy.


        
          
            
              


               

              


                

            

             


          

          
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        Section
5.4    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 any other obligor upon the Securities of
any series or the property of the Company or 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 for the payment of any overdue principal, premium or interest) shall
be entitled and empowered, by intervention in such proceeding or
otherwise,

         

        (1)           to
file and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Securities of any applicable series, of the principal and
any premium and interest in respect of the Securities and any Coupons
appertaining thereto 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 or counsel) and of the Holders of Securities or any
Coupons appertaining thereto allowed in such judicial proceeding,
and

         

        (2)           to
collect and receive any monies 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 or any 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 or any Coupons, to pay to the Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel and any other amounts due the Trustee
under Section 6.6.

         

        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 any
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 any Coupon in any such proceeding.

         


        Section
5.5              Trustee
May Enforce Claims without Possession of Securities or Coupons.

         

        All
rights of action and claims under this Indenture or any of 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 or
judgment, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
shall be for the ratable benefit of each and every Holder of the Securities or
Coupons in respect of which such judgment has been recovered.

         


        
          
            
              


               

              


                

            

             


          

          
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        Section
5.6    Application of Money
Collected.

         

        Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any premium or interest,
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:

         

        (1)           To
the payment of all amounts due the Trustee and any predecessor Trustee under
Section 6.6;

         

        (2)           To
the payment of the amounts then due and unpaid upon the Securities and any
Coupons for principal and any premium and interest, ratably, without preference
or priority of any kind, according to the aggregate amounts due and payable on
such Securities and Coupons for principal and any premium and interest,
respectively;

         

        (3)           The
balance, if any, to the Company, its successors or assigns, or to the Person or
Persons lawfully entitled thereto.

         

        Section
5.7    Limitations on
Suits.

         

        No Holder
of any Security of any series or any Coupons appertaining thereto 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 such series;

         

        (2)           the
Holders of a majority in principal amount outstanding of the Outstanding
Securities of such series shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

         

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

         

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

         


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

         

        it being
understood and intended that no one or more of such Holders shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this
Indenture or any Security to affect, disturb or prejudice the rights of any
other such Holders or Holders of Securities of any other series, or to obtain or
to seek to obtain priority or preference over any other 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.

         

         


        
          
            
              


               

              


                

            

             


          

          
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        Section
5.8    Unconditional Right
of Holders to Receive Principal and any Premium and Interest.

         

        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, any premium and (subject to Sections 3.7 and 3.10) interest on
such Security or payment of 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 or, in the case of repayment
at the option of such Holder if provided in or pursuant to this Indenture, on
the date such repayment is due) and to institute suit for the enforcement of any
such payment, and such right shall not be impaired without the consent of such
Holder.

         

        Section
5.9    Restoration of Rights
and Remedies.

         

        If the
Trustee or any Holder of a Security or a 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 the Company, the
Trustee and each such Holder shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and each such
Holder shall continue as though no such proceeding had been
instituted.

         

        Section
5.10    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
3.6, no right or remedy herein conferred upon or reserved to the Trustee or to
each and every Holder of a Security or a Coupon is intended to be exclusive of
any other right or remedy, and every right and remedy, to the extent permitted
by law, shall 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, to the extent permitted by law, prevent the
concurrent assertion or employment of any other appropriate right or
remedy.

         

        Section
5.11    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 any Holder of a Security or a Coupon
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by such Holder, as the case may be.

         

        Section
5.12    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

         


        
          
             


          

          
            44

            
              

            

          

          
             


          

        

         

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

         

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

         

        (3)           such
direction is not unduly prejudicial to the rights of the other Holders of
Securities of such series not joining in such action.

         

        Section
5.13    Waiver of Past
Defaults.

         

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

         

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

         

        (2)           in
respect of a covenant or provision hereof which under Article 9 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 arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

         

        Section
5.14    Waiver of Usury, Stay
or Extension Laws.

         

        The
Company 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 usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company expressly waives (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.


        Section
5.15          Undertaking for
Costs.

         

        All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions
of this Section 5.15 shall not apply to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest, if any, on any Security on or
after the respective Stated Maturities expressed in such Security (or, in the
case of redemption or repurchase, on or after the Redemption Date, and, in the
case of repayment or repurchase, on or after the date for repayment or
repurchase) or for the enforcement of the right, if any, to convert or exchange
any Security into other securities in accordance with its terms.

         


        
          
            
              


               

              


                

            

             


          

          
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        ARTICLE
6

         

        THE
TRUSTEE

         

        Section
6.1    Certain Rights of
Trustee.

         

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

         

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

         

        (2)           Any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (other than delivery of any
Security, together with any coupons appertaining thereto, to the Trustee for
authentication and delivery pursuant to Section 3.3 which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors may
be sufficiently evidenced by a Board Resolution.

         

        (3)           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 shall be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
a Board Resolution, an Opinion of Counsel or an Officers’
Certificate.

         

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

         

        (5)           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 reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction.

         

        (6)           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 or
other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney.

         


        
          
            
              


               

              


                

            

             


          

          
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        (7)           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.

         

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

         

        (9)           The
Trustee shall not be charged with knowledge of any default or Event of Default
with respect to the Securities of any series unless either (1) such default or
Event of Default is known, or ought reasonably to have been known, by a
Responsible Officer of the Trustee or (2) written notice of such default or
Event of Default shall have been given to the Trustee by the Company or any
other obligor on the Securities of any series or by any Holder of the Securities
of any series.

         

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

         

        Section
6.2    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 by mail to all Holders of
Securities of such series entitled to receive reports pursuant to Section
7.3(3), notice of such default hereunder actually known to a Responsible Officer
of the Trustee, unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any), or interest, if any, on, or any sinking fund or purchase fund
installment with respect to, any Security of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the best interest of the Holders of Securities and Coupons of such
series; and provided,
further, that in the
case of any default of the character specified in Sections 5.1(4) and 5.1(5)
with respect to Securities of such series, no such notice to Holders shall be
given until such default shall have become an Event of Default with respect to
Securities of such series.  For the purpose of Sections 6.1 and 6.2,
the term “default” means any event that
is, or after notice or lapse of time or both would become, an Event of Default
with respect to Securities of such series.


         

        Section
6.3    Not
Responsible for Recitals or Issuance of Securities.

         

        The
recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, and in any Coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any 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 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.

         

         


        
          
            
              


               

              


                

            

             


          

          
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          Section
6.4    May
Hold Securities.

           

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

           

          Section
6.5    Money Held in
Trust.

           

          Except as
provided in Section 4.3 and Section 10.3, 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 to in writing with the Company.

           

          Section
6.6    Compensation and
Reimbursement.

           

          The
Company agrees:

           

          (1)           to
pay to the Trustee from time to time such compensation for all services rendered
by it hereunder as the Company and the Trustee shall from time to time agree in
writing (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 (including
reasonable compensation and the expenses, advances and disbursements of its
agents and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith.

           

          (3)           to
indemnify each of the Trustee and any predecessor Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on its own part, arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder, 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 under this
Section, the Trustee for the Securities of any series shall have a claim prior
to the Securities of such 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 (or premium, if any) or interest, if any, on Securities or any Coupons of
such series.

         

        To the
extent permitted by law, any compensation or expense incurred by the Trustee
after a default specified in or pursuant to Section 5.1 is intended to
constitute an expense of administration under any then applicable bankruptcy or
insolvency law.  “Trustee” for purposes of this Section 6.6 shall
include any predecessor Trustee but the negligence or bad faith of any Trustee
shall not affect the rights of any other Trustee under this Section
6.6.

         

         


        
          
            
              


               

              


                

            

             


          

          
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        The
provisions of this Section 6.6 shall survive the satisfaction and discharge of
this Indenture or the earlier resignation or removal of the Trustee and shall
apply with equal force and effect to the Trustee in its capacity as
Authenticating Agent, Paying Agent or Security Registrar.

         

        Section
6.7    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 of America, any state thereof
or the District of Columbia, that is eligible under Section 310(a)(1) of the
Trust Indenture Act to act as trustee under an indenture qualified 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, and that is subject to supervision or examination by Federal or
state authority.  If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

         

        Section
6.8    Resignation and
Removal; Appointment of Successor.

         

        (1)           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 pursuant to Section 6.9.

         

        (2)           The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 6.9 shall
not have been delivered to the Trustee within 90 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such
series.

         

        (3)           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 the
Company.

         

        (4)           If
at any time:


        (a)           the
Trustee shall fail to comply with the obligations imposed upon it under Section
310(b) of the Trust Indenture Act with respect to Securities of any series after
written request therefor by the Company or 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, or

         

        (b)           the
Trustee shall cease to be eligible under Section 6.7 and shall fail to resign
after written request therefor by the Company or any such Holder,
or

         

        (c)           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 Board
Resolution, may remove the Trustee with respect to all Securities or the
Securities of such series, or (ii) subject to Section 315(e) of the Trust
Indenture Act, 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, petition any court of competent jurisdiction for
the removal of the Trustee with respect to all Securities of such series and the
appointment of a successor Trustee or Trustees.

         


        
          
            
              


               

              


                

            

             


          

          
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        (5)           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 Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of such series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 6.9.  If, within one year after such
resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.9, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the
Company.  If no successor Trustee with respect to the Securities of
any series shall have been so appointed within 90 days after such appointment
might have been made hereunder by the Company or the Holders of Securities and
accepted appointment in the manner required by Section 6.9, 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,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

         

        (6)           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.

         

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

         

        Section
6.9    Acceptance of
Appointment by Successor.

         

        (1)           Upon
the appointment hereunder of any successor Trustee with respect to all
Securities, such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and 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 hereunder of the retiring Trustee; but, on the request of the Company or
such successor Trustee or the Holders of at least 10% in principal amount of the
applicable series of Securities then Outstanding, such retiring Trustee, upon
payment of its charges, shall execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring Trustee
and, subject to Section 10.3, shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its claim, if any, provided for in Section
6.6.


        
          
            
              


               

              


                

            

             


          

          
            50

            
              

            

          

          
             


          

        

         

        (2)           Upon
the appointment hereunder of any successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and such successor Trustee 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, such 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
co-trustees of the same trust, 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 such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates; but, on
request of the Company or such successor Trustee, such retiring Trustee, upon
payment of its charges with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates and subject to Section 10.3 shall duly assign, transfer and deliver to
such successor Trustee, to the extent contemplated by such supplemental
indenture, the 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, subject to its claim, if any, provided for in
Section 6.6.

         

        (3)           Upon
request of any Person appointed hereunder as a successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (1) or (2) of this Section, as the case may
be.

         

         

        
          
            
            

          

          
            51

            
              

            

          

          
            
            

          

        

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

           

          Section
6.10    Merger, Conversion,
Consolidation or Succession to Business.

           

          Any
Corporation into which, the Trustee may be merged or converted or with which it
may be consolidated, or any Corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Corporation
succeeding to all or substantially all of the corporate agency or corporate
trust business of the Trustee,  shall be the successor of the Trustee
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, provided, that such
Corporation shall be otherwise qualified and eligible under this
Section.  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
6.11    Appointment of
Authenticating Agent.

           

          The
Trustee may appoint one or more Authenticating Agents acceptable to the Company
with respect to one or more series of Securities, and which shall be authorized
to act on behalf of the Trustee to authenticate Securities of that or those
series issued upon original issue, exchange, registration of transfer, partial
redemption or partial repayment or pursuant to Section 3.6, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

        

         

        Each
Authenticating Agent must be acceptable to the Company and, except as provided
in or pursuant to this Indenture, shall at all times be a Corporation that would
be permitted by the Trust Indenture Act to act as trustee under an indenture
qualified under the Trust Indenture Act, is authorized under applicable law and
by its charter to act as an Authenticating Agent and 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 an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect specified in this
Section.

         

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

         

        An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and the Company.  The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company.  Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (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 shall 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.

         

        
          
            
            

          

          
            52

            
              

            

          

          
            
            

          

        

        
           

          The
Company agrees to pay each Authenticating Agent from time to time reasonable
compensation for its services under this Section.  If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 6.6.

           

          If an
Authenticating Agent is appointed with respect to one or more series of
Securities pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to or in lieu of the Trustee’s certificate of
authentication, an alternate certificate of authentication in substantially the
following form:

           

          This is
one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.

           

          


           

                          [                ]

                           as
Trustee

                  

          


           

                          By_______________________________________

                          as Authenticating
Agent

           

          


           

                          By_______________________________________

                                                                 Authorized
Officer

           

           

          If all of
the Securities of any series may not be originally issued at one time, and if
the Trustee does not have an office capable of authenticating Securities upon
original issuance located in a Place of Payment where the Company wishes to have
Securities of such series authenticated upon original issuance, the Trustee, if
so requested in writing (which writing need not be accompanied by or contained
in an Officers’ Certificate by the Company), 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.

        

         

        


         

        
          
            
            

          

          
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          Section
6.12    Appointment of Attorney-in-Fact.

           

              The Trustee
for each series of Securities is hereby appointed, and each and every Holder of
Securities of such series, by receiving and holding the same, shall be
conclusively deemed to have appointed such Trustee, the true and lawful
attorney-in-fact of such Holder, with authority to make or file (whether or not
the Company shall be in default in respect of the payment of the principal of,
or premium or interest, if any, on any of the Securities of such series), in its
own name as trustee of an express trust or otherwise as it shall deem advisable,
in any receivership, insolvency, liquidation, bankruptcy, reorganization, or
other judicial proceedings relative to the Company or any other obligor upon
such Securities or to their respective creditors or property, any and all
claims, proofs of claim, proofs of debt, petitions, consents, other papers and
documents, and amendments of any thereof, as may be necessary or advisable in
order to have the claims of the Trustee and of the Holders of such Securities
allowed in any such proceeding and to collect and receive any moneys or other
property payable or deliverable on any such claim, and to execute and deliver
any and all other papers and documents and to do and perform any and all other
acts and things, as it may deem necessary or advisable in order to enforce in
any such proceedings any of the claims of such Trustee and of any of such
Holders in respect of any of the Securities of such series; and any receiver,
assignee, custodian, trustee, or debtor in any such proceedings is hereby
authorized, and each and every Holder of the Securities of such series, by
receiving and holding the same, shall be conclusively deemed to have authorized
any such receiver, assignee, custodian, trustee, or debtor, to make any such
payment or delivery to or on the order of such Trustee, and, in the event that
such Trustee shall consent to the making of such payments or deliveries directly
to the Holders of the Securities of such series, to pay to such Trustee any
amount due it for reasonable compensation and expenses, including counsel fees
and expenses, incurred by it down to the date of such payment or delivery;
provided, however, that nothing herein contained shall be deemed to authorize or
empower such Trustee to consent to or accept or adopt, on behalf of any Holder
of Securities of such series, any plan of reorganization or readjustment of the
Company affecting the Securities of such series or the rights of any Holder
thereof, or to authorize or empower such Trustee to vote in respect of the claim
of any Holder of any Securities of such series in any such
proceedings.  

           

          Section
6.13    Additional Provisions Relating to
Collateral.

           

              (1)           Beyond
the exercise of reasonable care in the custody thereof, the Trustee shall have
no duty as to any collateral in its possession or control or in the possession
or control of any agent or bailee or any income thereon or as to preservation of
rights against prior parties or any other rights pertaining thereto, and the
Trustee shall not be responsible for filing any financing or continuation
statements or recording any documents or instruments in any public office at any
time or times or otherwise perfecting or maintaining the perfection of any
security interest in the collateral. The Trustee shall be deemed to have
exercised reasonable care in the custody of the collateral in its possession if
the collateral is accorded treatment substantially equal to that which it
accords its own property and shall not be liable or responsible for any loss or
diminution in the value of any of the collateral, by reason of the act or
omission of any carrier, forwarding agency or other agent or bailee selected by
the Trustee in good faith. The Trustee shall not be responsible for the
existence, genuineness or value of any of the collateral or for the validity,
perfection, priority or enforceability of the liens in any of the collateral,
whether impaired by operation of law or by reason of any action or omission to
act on its part hereunder, except to the extent such action or omission
constitutes negligence or  bad faith on the part of the Trustee, for
the validity or sufficiency of the collateral or any agreement or assignment
contained therein, for the validity of the title of the Company to the
collateral, for insuring the collateral or for the payment of taxes, charges,
assessments or Liens upon the collateral or otherwise as to the maintenance of
the collateral. The Trustee shall have no duty to ascertain or inquire as to the
performance or observance of any of the terms of this Indenture or any security
documents by the Company, any secured parties or the collateral
agent.

           

        

         

        
          
            
            

          

          
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          (2)           The
Trustee is hereby authorized to enter into any applicable security documents
related to the security interest in any such collateral.

           

          ARTICLE
7

           

          HOLDERS
LISTS AND REPORTS BY TRUSTEE AND COMPANY

           

          Section
7.1    Company to Furnish
Trustee Names and Addresses of Holders.

           

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

           

          (1)           semi-annually
with respect to Securities of each series not later than May 1 and November 1 of
the year or upon such other dates as are set forth in or pursuant to the Board
Resolution or indenture supplemental hereto authorizing such series, a list, in
each case in such form as the Trustee may reasonably require, of the names and
addresses of Holders as of the applicable date, and

           

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

           

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

           

          Section
7.2    Preservation of
Information; Communications to Holders.

           

          The
Trustee shall comply with the obligations imposed upon it pursuant to Section
312 of the Trust Indenture Act.

           

          Every
Holder of Securities or Coupons, by receiving and holding the same, agrees with
the Company and the Trustee that none of the Company, the Trustee, any Paying
Agent or any Security Registrar 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(c) 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.

           

          
            
              55

            

            
              
              

              
                

              

            

            
              
              

            

          

          Section
7.3    Reports by
Trustee.

           

          (1)           Within
60 days after September 15 of each year commencing with the first September 15
following the first issuance of Securities pursuant to Section 3.1, 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 September 15 with respect to any of the events specified in said Section
313(a) which may have occurred since the later of the immediately preceding
September 15 and the date of this Indenture.

           

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

           

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

           

          Section
7.4    Reports by
Company.

           

          The
Company, pursuant to Section 314(a) of the Trust Indenture Act,
shall:

           

          (1)           file
with the Trustee, within 15 days after the Company is required to file the same
with the Commission, copies of the annual reports and of the information,
documents and other reports (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 may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended;
or, if the Company 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, 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
Securities Exchange Act of 1934, as amended, 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)           file
with the Trustee and the Commission, 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 with the
conditions and covenants of this Indenture as may be required from time to time
by such rules and regulations; and

         

        (3)           transmit
to the Holders of Securities 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, 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.

         

        
          
            56

          

          
            
            

            
              

            

          

          
            
            

          

        

        ARTICLE
8

            

        CONSOLIDATION,
AMALGAMATIONS, MERGER AND SALES

         

        Section
8.1    Company May
Consolidate, Etc., Only on Certain Terms.

         

        The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
consolidate or amalgamate with or merge into any other Person (whether or not
affiliated with the Company), or convey, transfer or lease its properties and
assets as an entirety or substantially all of its assets in a single transaction
or series of transactions to any other Person; provided that:

         

        (1)           a  Restricted
Subsidiary of the Company may (x) consolidate with or merge with, or convey,
transfer or lease substantially all of its assets in a single transaction or
series of   transactions to, the Company or another Restricted
Subsidiary so long as in any merger or consolidation involving the Company, the
Company shall be the surviving or continuing corporation, or (y) convey,
transfer or lease all of its assets; provided that immediately before, and
immediately after giving effect to, each such transaction, no default or Event
of Default would exist; and

         

        (2)           the
foregoing restriction does not apply to the consolidation or merger of the
Company with, or the conveyance, transfer or lease of substantially all of the
assets of the Company in a single transaction or series of transactions to, any
Person so long as the Company is the surviving corporation, or

         

        (a)           the
successor formed by such consolidation or the survivor of such merger or the
Person that acquires by conveyance, transfer or lease substantially all of the
assets of the Company as an entirety, as the case may be (the “successor
Person”), shall be a solvent corporation organized and existing under the laws
of the United States of America, any State thereof or the District of
Columbia;

         

        (b)           if
the Company is not the successor Person, such corporation shall have executed
and delivered to each holder of Securities its assumption of the due and
punctual performance and observance of each covenant and condition of this
Indenture and the Securities (pursuant to such agreements and instruments as
shall be reasonably satisfactory to the Required Holders of each series), and
the Company shall have caused to be delivered to each holder of Securities an
opinion of nationally recognized independent counsel, to the effect that all
agreements or instruments effecting such assumption are enforceable in
accordance with their terms and comply with the terms hereof;

         

        (c)           the
Company and the successor Person have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel each stating that such consolidation,
merger, conveyance or transfer and such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with; and

         

        (d)           immediately
after giving effect to such transaction no default or Event of Default would
exist.

         

        For the
purpose of this Section 8.1, the term “default” means any event that
is, or after notice or lapse of time or both would become, an Event of Default
with respect to Securities of such series.

         

        
          
            
            

          

          
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        Section
8.2    Successor Person
Substituted for Company

         

        .

         

        Upon any
consolidation or amalgamation by 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 substantially as an entirety to any Person in accordance
with Section 8.1, the successor Person formed by such consolidation or
amalgamation 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, the predecessor Person shall be released from all obligations
and covenants under this Indenture, the Securities and the Coupons.

         

        ARTICLE
9

         

        SUPPLEMENTAL
INDENTURES

         

        Section
9.1    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 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, and the assumption by
any such successor of the covenants of the Company contained herein and in the
Securities; or

         

        (2)           to
add to the covenants and agreements of the Company for the benefit of the
Holders of all or any series of Securities (as shall be specified in such
supplemental indenture or indentures) or to surrender any right or power herein
conferred upon the Company; or

         

        (3)           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, any premium or interest on,
Securities, to permit Bearer Securities to be issued in exchange for Registered
Securities, to permit Bearer Securities to be exchanged for Bearer Securities of
other authorized denominations or to permit or facilitate the issuance of
Securities in uncertificated form, provided any such action shall not adversely
affect the interests of the Holders of Outstanding Securities of any series or
any Coupons appertaining thereto in any material respect; or

         

        (4)           to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 6.9; or

         

         

        
          
            
            

          

          
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          (5)           to
cure any ambiguity or to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture,
which shall not adversely affect the interests of the Holders of Securities of
any series then Outstanding or any Coupons appertaining thereto in any material
respect; or

           

          (6)           to
establish the form or terms of Securities of any series and any related Coupons
as permitted by Sections 2.1 and 3.1, including the provisions and procedures
relating to Securities convertible into or exchangeable for any securities of
any Person (including the Company); or

           

          (7)           to
add any additional Events of Default with respect to all or any series of
Securities (as shall be specified in such supplemental indenture);
or

           

          (8)           to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Article 4, provided that any such action
shall not adversely affect the interests of any Holder of an Outstanding
Security of such series and any Coupons appertaining thereto or any other
Outstanding Security or Coupon in any material respect; or

        

         

             (9)           to
secure payment on the Securities; or

         

              (10)           to
amend or supplement any provision contained herein or in any supplemental
indenture, provided
that no such amendment or supplement shall materially adversely affect the
interests of the Holders of any Securities then Outstanding.

         

        Section
9.2    Supplemental
Indentures with Consent of Holders.

         

        With the
consent of the Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company (when authorized by or pursuant to a Company’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 under this Indenture or of the
Securities of such series; provided, however, that no such
supplemental indenture, without the consent of each Holder of each Outstanding
Security affected thereby, shall:

         

        (1)           change
the Stated Maturity of the principal of, or any premium or installment of
interest on, any Security, or reduce the principal amount thereof or the rate
(or modify the calculation of such rate) of interest thereon, or any premium
payable upon the redemption thereof or otherwise, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section
5.2 or the amount thereof provable in bankruptcy pursuant to Section 5.4, change
the redemption provisions or adversely affect the right of repayment at the
option of any Holder as contemplated by Article 13, or change the Place of
Payment, Currency in which the principal of, any premium or interest on, 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 or, in the case of repayment at the
option of the Holder, on or after the date for repayment), or

         

         

        
          
            
            

          

          
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          (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 15.4 for quorum or voting, or

           

          (3)           modify
any of the provisions of this Section, Section 5.13 or Section 10.4, 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, or

           

          (4)    modify
any of the provisions of this Indenture relating to the subordination of the
Securities in a manner adverse to Holders of Securities, or

           

          (5)           make
any change that adversely affects the right to convert or exchange any Security
into or for securities of the Company or other securities, (whether or not
issued by the Company) cash or property in accordance with its
terms.

           

          In
computing whether the Holders of the requisite principal amount of Outstanding
Securities have taken action under this Indenture or under a supplemental
indenture hereto, the Company shall use: (i) for an Original Issue Discount
security, the amount of the principal that would be due and payable as of that
date, as if the Maturity of such Security had been accelerated due to a default;
and (ii) for a Security denominated in a Foreign Currency or Currencies, the
Dollar equivalent of the outstanding principal amount as of that date, using the
exchange rate in effect on the date of original issuance of such
Security.

           

          A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture, which shall have been included expressly and 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.

         

        Any
consent given by any Holder of a Security under this Section 9.2 shall be
irrevocable for a period of six months after the day of execution thereof, but
may be revoked at any time thereafter by such Holder or by his successor in
title by filing written notice of such revocation with the Trustee at its
corporate trust office; provided, however, that such
consent shall not be revocable after the holders of not less than a majority in
aggregate principal amount of the Securities of the series of which such
Security is a part at the time Outstanding shall have consented to such
supplemental indenture. No notation on any Security of the fact of such consent
shall be necessary, but any such written consent by the Holder of any Security
shall be conclusive and binding on all future Holders and owners of the same
Security and of all Securities delivered in exchange therefor, unless revoked in
the manner and during the period provided in this Section 9.2.

         

        
          
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        Section
9.3    Execution of
Supplemental Indentures.

         

        As a
condition to executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trust created by this Indenture, the Trustee shall be entitled to 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 and an
Officers’ Certificate 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 or immunities under this Indenture or
otherwise is not reasonably acceptable to the Trustee.

         

        Section
9.4    Effect of
Supplemental Indentures.

         

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

         

        Section
9.5    Reference in
Securities to Supplemental Indentures.

         

        Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture.  If the Company shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series in equal aggregate
principal amounts, and such exchange shall be made without cost to the
Holders.

         

        Section
9.6    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
9.7    Effect
on Senior Indebtedness.

         

        No
supplemental indenture shall directly or indirectly modify or eliminate the
provisions of Article 16 in any manner, which might terminate or impair the
subordination of the Securities of any series to any Senior Indebtedness, or
adversely affect the rights of any holder of Senior Indebtedness, without the
prior written consent of the holders of such Senior Indebtedness.

         

        Section
9.8    Notice of
Supplemental Indenture.

         

        Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to Section 9.2, the Company shall transmit to the Holders of
Outstanding Securities of any series affected thereby a notice setting forth in
general terms the substance of such supplemental indenture.  Failure
to send such notice will not impair the validity of such supplemental
indenture.

         

        
          
            
            

          

          
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        ARTICLE
10

         

        COVENANTS

         

        Section
10.1    Payment of Principal,
any Premium, Interest.

         

        The
Company covenants and agrees for the benefit of the Holders of the Securities of
each series that it will duly and punctually pay the principal of, and any
premium or interest, if any, on the Securities of such series in accordance with
the terms thereof, any Coupons appertaining thereto and this
Indenture.  Any interest due on any Bearer Security on or before the
Maturity thereof, shall be payable only upon presentation and surrender of the
Coupons appertaining thereto for such interest as they severally
mature.  When and as paid, all Securities of such series shall be
cancelled and destroyed in accordance with the Section 3.9 hereof.

         

        Section
10.2    Maintenance of Office
or Agency.

         

        The
Company shall maintain in each Place of Payment for any series of Securities an
Office or Agency where Securities of such series (but not Bearer Securities,
except as otherwise provided below, unless such Place of Payment is located
outside the United States) may be presented or surrendered for payment, where
Securities of such series may be surrendered for registration of transfer or
exchange, where Securities of such series that are convertible or exchangeable
may be surrendered for conversion or exchange, and where notices and demands to
or upon the Company in respect of the Securities of such series relating thereto
and this Indenture may be served.  If Securities of a series are
issuable as Bearer Securities, the Company shall maintain, except as otherwise
permitted or required in or pursuant to this Indenture, subject to any laws or
regulations applicable thereto, an Office or Agency in a Place of Payment for
such series which is located outside the United States where Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment; provided,
however, that if the
Securities of such series are listed on The Stock Exchange of the United Kingdom
and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall so
require, the Company shall maintain a Paying Agent in London, Luxembourg or any
other required city located outside the United States, as the case may be, so
long as the Securities of such series are listed on such
exchange.  The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of such Office or
Agency.  If at any time the Company shall fail to maintain any such
required Office or Agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of such series and any Coupons appertaining thereto may be presented
and surrendered for payment at the place specified for the purpose with respect
to such Securities as provided in or pursuant to this Indenture, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

         

        Except as
otherwise provided in or pursuant to this Indenture, no payment of principal,
premium or interest with respect to Bearer Securities shall be made at any
Office or Agency 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, if amounts owing
with respect to any Bearer Securities shall be payable in Dollars, payment of
principal of, any premium or interest on, any such Security may be made at the
Corporate Trust Office of the Trustee or any Office or Agency designated by the
Company in the Borough of Manhattan, The City of New York, if (but only if)
payment of the full amount of such principal, premium or interest at all offices
outside the United States maintained for such purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions, and the Company has delivered to the
Trustee an Opinion of Counsel to that effect.

         

        
          
            
            

          

          
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        The
Company may also from time to time designate one or more other Offices or
Agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided,
however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an Office or Agency in each Place of Payment for
Securities of any series for such purposes.  The Company shall give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other Office or
Agency.  Unless otherwise provided in or pursuant to this Indenture,
the Company hereby designates as the Place of Payment for each series of
Securities the Borough of Manhattan, The City of New York, and initially appoint
the Corporate Trust Office of the Trustee as the Office or Agency of the Company
in the Borough of Manhattan, The City of New York for such
purpose.  The Company may subsequently appoint a different Office or
Agency in the Borough of Manhattan, The City of New York for the Securities of
any series.

         

        Unless
otherwise specified with respect to any Securities pursuant to Section 3.1, if
and so long as the Securities of any series (i) are denominated in a Foreign
Currency or (ii) may be payable in a Foreign Currency, or so long as it is
required under any other provision of this Indenture, then the Company will
maintain with respect to each such series of Securities, or as so required, at
least one exchange rate agent.

         

        Section
10.3    Money for Securities
Payments to Be Held in Trust.

         

        If the
Company shall at any time act as its own Paying Agent, with respect to any
series of Securities, it shall, on or before each due date of the principal of,
any premium or interest on, any of the Securities of such 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 3.1 for the Securities of such series)
sufficient to pay the principal or any premium or interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and shall promptly notify the Trustee of its action or failure so to
act.

         

        Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it shall, no later than 11:00 a.m. on or prior to each due date of the principal
of, any premium or interest on, any Securities of such series, deposit with any
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 or any premium or interest so becoming due, such
sum to be held in trust for the benefit of the Persons entitled thereto, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

         

        
          
            
            

          

          
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        The
Company shall 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 shall:

         

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

         

        (2)           give
the Trustee notice of any default by the Company (or any other obligor upon the
Securities of such series) in the making of any payment of principal, any
premium or interest on, Securities of such series; 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 may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
terms 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
sums.

         

        Except as
otherwise provided herein 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, any premium or interest on, any Security of any
series or any Coupon appertaining thereto and remaining unclaimed for two years
after such principal or any such premium or interest shall have become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company), unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property laws, 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 for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper in
each Place of Payment for such series or to be mailed to Holders of Registered
Securities of such series, or both, 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 or mailing nor shall it be later than two years
after such principal and any premium or interest shall have become due and
payable, any unclaimed balance of such money then remaining will be repaid to
the Company.

         

        Section
10.4    Corporate
Existence.

         

        Subject
to Article 8, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existences and that of
each of its Subsidiaries and its rights (charter and statutory) and franchises;
provided, however, that the foregoing
shall not obligate the Company or any of its Subsidiaries to preserve any such
right or franchise if the Company or any such Subsidiary shall determine that
the preservation thereof is no longer desirable in the conduct of its business
or the business of such Subsidiary and that the loss thereof is not
disadvantageous in any material respect to any Holder.

         

        
          
            
            

          

          
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        Section
10.5    Company Statement as
to Compliance; Notice of Certain Defaults.

         

        (1)           The
Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year, a written statement (which need not be contained in or accompanied
by an Officers’ Certificate) signed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company,
stating that

         

        (a)           a
review of the activities of the Company during such year and of its performance
under this Indenture has been made under his or her supervision,
and

         

        (b)           to
the best of his or her knowledge, based on such review, (a) the Company has
complied with all the conditions and covenants imposed on it under this
Indenture throughout such year, or, if there has been a default in the
fulfillment of any such condition or covenant or agreement, specifying each such
default known to him or her and the nature and status thereof, and (b) no event
has occurred and is continuing which is, or after notice or lapse of time or
both would become, an Event of Default, or, if such an event has occurred and is
continuing, specifying each such event known to him and the nature and status
thereof.

         

        (2)           The
Company shall deliver to the Trustee, within five days after the occurrence
thereof, written notice of any Event of Default or any event which after notice
or lapse of time or both would become an Event of Default pursuant to clause (4)
of Section 5.1.

         

        (3)           The
Trustee shall have no duty to monitor the Company’s compliance with the
covenants contained in this Article 10 other than as specifically set forth in
this Section 10.5.

         

        ARTICLE
11

         

        REDEMPTION
OF SECURITIES

         

        Section
11.1    Applicability of
Article.

         

        Redemption
of Securities of any series at the option of the Company as permitted or
required by the terms of such Securities shall be made in accordance with the
terms of such Securities and (except as otherwise provided herein or pursuant
hereto) this Article.

         

        Section
11.2    Election to Redeem;
Notice to Trustee.

         

        The
election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution.  In case of any redemption at the
election of the Company of (a) less than all of the Securities of any series or
(b) all of the Securities of any series, with the same issue date, interest rate
or formula, Stated Maturity and other terms, 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.

         

        
          
            
            

          

          
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        Section
11.3    Selection by Trustee
of Securities to be Redeemed.

         

        If less
than all of the Securities of any series with the same issue date, interest rate
or formula, Stated Maturity and other terms 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 such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
portions of the principal amount of Registered Securities of such series; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of a Registered
Security of such series not redeemed to less than the minimum denomination for a
Security of such series established herein or pursuant hereto.

         

        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 of such Securities which has been or is to be redeemed.

         

        Unless
otherwise specified in or pursuant to this Indenture or the Securities of any
series, if any Security selected for partial redemption is converted into other
securities of the Company or exchanged for securities of another issuer in part
before termination of the conversion or exchange right with respect to the
portion of the Security so selected, the converted portion of such Security
shall be deemed (so far as may be) to be the portion selected for
redemption.  Securities which have been converted or exchanged during
a selection of Securities to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection.

         

        Section
11.4    Notice of
Redemption.

         

        Notice of
redemption shall be given in the manner provided in Section 1.6, not less than
30 nor more than 60 days prior to the Redemption Date, unless a shorter period
is specified in the Securities to be redeemed, to the Holders of 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 state:

         

        (1)           the
Redemption Date,

         

        (2)           the
Redemption Price,

         

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

         

        
          
            
            

          

          
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          (5)           that,
on the Redemption Date, the Redemption Price shall become due and payable upon
each such Security or portion thereof to be redeemed, and, if applicable, that
interest thereon shall 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 and
any accrued interest,

        

         

        (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 3.5 or otherwise, the last date, as determined by the
Company, on which such exchanges may be made,

         

        (10)           in
the case of Securities of any series that are convertible into Common Stock of
the Company or exchangeable for other securities, the conversion or exchange
price or rate, the date or dates on which the right to convert or exchange the
principal of the Securities of such series to be redeemed will commence or
terminate and the place or places where such Securities may be surrendered for
conversion or exchange, and

         

        (11)           the
CUSIP number or the Euroclear or Cedel reference numbers of such Securities, if
any (or any other numbers used by a Depository to identify such
Securities).

         

        A notice
of redemption published as contemplated by Section 1.6 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.

         

        
          
            
            

          

          
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        Section
11.5    Deposit of Redemption
Price.

         

        On or
prior to any Redemption Date, the Company shall deposit, with respect to the
Securities of any series called for redemption pursuant to Section 11.4, with
the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount
of money in the applicable Currency sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date, unless
otherwise specified pursuant to Section 3.1 or in the Securities of such series)
any accrued interest on, all such Securities or portions thereof which are to be
redeemed on that date.

         

        Section
11.6    Securities Payable on
Redemption Date.

         

        Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) 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 any accrued
interest to the Redemption Date; provided, however, that, except as
otherwise provided in or pursuant to this Indenture or the Bearer Securities of
such series, installments of interest on Bearer Securities whose Stated Maturity
is on or prior to the Redemption Date shall be payable only upon presentation
and surrender of Coupons for such interest (at an Office or Agency located
outside the United States except as otherwise provided in Section 10.2), and
provided, further, that, except as
otherwise specified in or pursuant to this Indenture or the Registered
Securities of such series, 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 Regular Record Dates therefor
according to their terms and the provisions of Section 3.7.

         

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

         

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

         

        Section
11.7     Securities Redeemed
in Part.

         

        Any
Registered Security which is to be redeemed only in part shall be surrendered at
any Office or Agency for such Security (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing) and the Company shall execute and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Registered Security or Securities of the same
series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security 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. Depository 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.

         

        


         

        
          
            
            

          

          
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               Section
11.8    Cancellation and Destruction of
Securities

           

                All Securities redeemed and paid
pursuant to the provisions of this Article 11 shall be cancelled and destroyed,
as provided in Section 3.9, and, except in the case of partial redemption of any
Security, no Security shall be issued under this Indenture in lieu
thereof.

        

         

        ARTICLE
12

         

        SINKING
FUNDS

         

        Section
12.1    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 permitted or required
in or pursuant to this Indenture or any Security of such series issued pursuant
to this Indenture.

         

        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 such 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 12.2.  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
12.2    Satisfaction of
Sinking Fund Payments with Securities.

         

        The
Company may, in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of any series to be made pursuant to the terms of such
Securities (1) deliver Outstanding Securities of such series (other than any of
such Securities previously called for redemption or any of such Securities in
respect of which cash shall have been released to the Company), together in the
case of any Bearer Securities of such series with all unmatured Coupons
appertaining thereto, and (2) apply as a credit Securities of such series which
have been redeemed either at the election of the Company pursuant to the terms
of such series of Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, provided that such series of
Securities have not been previously so credited.  Such Securities
shall be received and credited for such purpose by the Trustee at the Redemption
Price specified in such Securities for redemption through operation of the
sinking fund and the amount of such 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 12.2, the
principal amount of Securities of such series to 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.

         

        
          
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        Section
12.3    Redemption of
Securities for Sinking Fund.

         

        Not less
than 75 days prior to each sinking fund payment date for any series of
Securities, the Company shall deliver to the Trustee an Officers’ Certificate
specifying the amount of the next, ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting of Securities of that
series pursuant to Section 12.2, and the optional amount, if any, to be added in
cash to the next ensuing mandatory sinking fund payment, and will also deliver
to the Trustee any Securities to be so credited and not theretofore
delivered.  If such Officers’ Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein
specified.  Not less than 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 Section 11.3 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.4.  Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 11.6 and 11.7.

         

        ARTICLE
13

         

        REPAYMENT
AT THE OPTION OF HOLDERS

         

        Section
13.1    Applicability of
Article.

         

        Securities
of any series which are repayable at the option of the Holders thereof before
their Stated Maturity shall be repaid in accordance with the terms of the
Securities of such series.  The repayment of any principal amount of
Securities pursuant to such option of the Holder to require repayment of
Securities before their Stated Maturity, for purposes of Section 3.9, shall not
operate as a payment, redemption or satisfaction of the Indebtedness represented
by such Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
cancelled.  Notwithstanding anything to the contrary contained in this
Section 13.1, in connection with any repayment of Securities, the Company may
arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

         

        
          
            
            

          

          
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        ARTICLE
14

         

        SECURITIES
IN FOREIGN CURRENCIES

         

        Section
14.1    Applicability of
Article.

         

        Whenever
this Indenture provides for (1) 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, in the absence of any provision to the contrary in the
form of Security of any particular series or pursuant to this Indenture or the
Securities, any amount in respect of any Security denominated in a Currency
other than Dollars shall be treated for any such action 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 of rights or
distribution (or, if there shall be no applicable record date, such other date
reasonably proximate to the date of such action, determination of rights or
distribution) as the Company may specify in a written notice to the
Trustee.

         

        ARTICLE
15

         

        MEETINGS
OF HOLDERS OF SECURITIES

         

        Section
15.1    Purposes for Which
Meetings May Be Called.

         

        A meeting
of Holders of Securities of any 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 Act provided by this
Indenture or under applicable law, to be made, given or taken by Holders of
Securities of such series.

         

        Section
15.2    Call, Notice and
Place of Meetings.

         

        (1)           The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 15.1, to be held at such time and at such
place in the Borough of Manhattan, The City of New York, or, if Securities of
such series have been issued in whole or in part as Bearer Securities, in London
or in such place outside 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 proposed to be taken at such meeting, shall be given, in the
manner provided in Section 1.6, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.

         

        (2)           In
case at any time the Company (by or pursuant to a Board Resolution) or the
Holders of at least 10% in principal amount of the Outstanding Securities of any
series or all series shall have requested the Trustee to call a meeting of the
Holders of Securities of such series or all series, respectively, for any
purpose specified in Section 15.1, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed notice of or made the first publication of the
notice of such meeting within 21 days after receipt of such request (whichever
shall be required pursuant to Section 1.6) 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, if Securities of such series are to be issued as Bearer
Securities, in London for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in clause (1) of this
Section.

         

        Section
15.3    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, and any representatives of the Company and its
counsel.

         

        
          
            
            

          

          
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        Section
15.4    Quorum;
Action.

         

        The
Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of the relevant series shall constitute a quorum for any
meeting of Holders of Securities of such series.  In the absence of a
quorum within 30 minutes after 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 reconvened meeting, such reconvened 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 reconvened
meeting.  Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 15.2(1), 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 state expressly the percentage, as provided above, of the principal amount
of the Outstanding Securities of such series which shall constitute a
quorum.

         

        Except as
limited by the proviso to Section 9.2, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may
be adopted only by the affirmative vote of the Holders of a majority in
principal amount of the Outstanding Securities of that series; provided, however, that, except as
limited by the proviso to Section 9.2, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other Act
which this Indenture expressly provides may be made, given or taken by the
Holders of a specified percentage, which is less than a majority, in principal
amount of the Outstanding Securities of a series may be adopted at a meeting or
an adjourned meeting duly reconvened and at which a quorum is present as
aforesaid by the affirmative vote of the Holders of such specified percentage in
principal amount of the Outstanding Securities of such series.

         

        Except as
limited by the proviso to Section 9.2, 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 such
series and the Coupons appertaining thereto, whether or not such Holders were
present or represented at the meeting.

         

         

        
          
            
            

          

          
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          Section
15.5    Determination of
Voting Rights; Conduct and Adjournment of Meetings.

           

          (1)           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
such series in regard to proof of the holding of Securities of such series and
of the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate.  Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 1.4 and the
appointment of any proxy shall be proved in the manner specified in Section 1.4
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 1.4 to
certify to the 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 1.4 or
other proof.

           

          (2)           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 15.2(2), in which case the Company or the
Holders of Securities of the series calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman.  A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting.

           

          (3)           At
any meeting, each Holder of a Security of such series or proxy shall be entitled
to one vote for each $1,000 principal amount of Securities of such series held
or represented by him or such other amount established pursuant to Section 3.1;
provided, however, that no vote shall
be cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not
Outstanding.  The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

           

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

        

         

        Section
15.6    Counting Votes and
Recording Action of Meetings.

         

        The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities of
such series held or represented by them.  The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast
at the meeting for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting.  A record, at least in triplicate, of the
proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 15.2 and, if applicable, Section
15.4.  Each copy shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one such copy shall be
delivered to the Company, and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the
meeting.  Any record so signed and verified shall be conclusive
evidence of the matters therein stated.

         

        
          
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        Section
15.7    Preservation of
Rights of Trustee and Holders.

         

        Nothing
contained in this Article 15 shall be deemed or construed to authorize or
permit, by reason of any call of a meeting of Holders of any or all series or
any rights expressly or impliedly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights conferred upon or
reserved to the Trustee or to the Holders of any or all series under any of the
provisions of this Indenture or of such series of Securities.

         

        

          ARTICLE
16

          


          SUBORDINATION
OF SECURITIES

          


          Section
16.1              Agreement
to Subordinate.

          


          The
Company, for itself, its successors and assigns, covenants and agrees, and each
Holder of Securities issued hereunder and under any indenture supplemental
hereto or pursuant to a Board Resolution and Officers’ Certificate (“Additional
Provisions”) by such Holder’s acceptance thereof likewise covenants and agrees,
that all Securities issued pursuant to this Indenture shall be subject to the
provisions of this Article 16; and each Holder of a Security, whether upon
original issue or upon transfer or assignment thereof, accepts and agrees to be
bound by such provisions.

          


          The
payment by the Company of the principal of, and any premium and interest, if
any, on, all Securities of each series issued hereunder and under any Additional
Provisions shall, to the extent and in the manner hereinafter set forth, be
subordinate in right of payment to the prior payment in full of all Senior
Indebtedness with respect to such series, whether outstanding at the date of
this Indenture or thereafter incurred.

          


          The
Indebtedness represented by the Securities (1) shall not be deemed to constitute
“Senior Indebtedness” and (2) shall constitute “Senior Subordinated
Indebtedness.”

          


          Section
16.2              Default
on Senior Indebtedness.

          


          In the
event and during the continuation of any default by the Company in the payment
of principal, premium, interest or any other amount due on any Senior
Indebtedness with respect to the Securities of any series, or in the event that
the maturity of any Senior Indebtedness with respect to the Securities of any
series has been accelerated because of a default, then, in either case, no
payment shall be made by the Company with respect to the principal (including
redemption and sinking fund payments) of, or any premium or interest on, the
Securities of such series.

          


          
            
              
              

            

            
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          In the
event that, notwithstanding the foregoing, any payment shall be received by the
Trustee when such payment is prohibited by the preceding paragraph of this
Section 16.2, such payment shall be held in trust for the benefit of, and shall
be paid over or delivered to, the holders of such Senior Indebtedness or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Indebtedness may have been issued, as their
respective interests may appear, but only to the extent that the holders of such
Senior Indebtedness (or their representative or representatives or a trustee)
notify the Trustee in writing within 90 days of such payment of the amounts then
due and owing on such Senior Indebtedness and only the amounts specified in such
notice to the Trustee shall be paid to the holders of such Senior
Indebtedness.

          


          Section
16.3             Liquidation;
Dissolution; Bankruptcy.

          


          Upon any
payment by the Company or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any
dissolution, winding-up, liquidation or reorganization of the Company, whether
voluntary or involuntary, or in bankruptcy, insolvency, receivership or other
proceedings, all amounts due upon all Senior Indebtedness with respect to the
Securities of any series shall first be paid in full, or payment thereof
provided for in money in accordance with its terms, before any payment is made
by the Company on account of the principal of, and premium or interest, if any,
on, the Securities of such series; and upon any such dissolution, winding-up,
liquidation or reorganization, or in any such bankruptcy, insolvency,
receivership or other proceeding, any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, which the Holders or the Trustee would be entitled to receive from
the Company, except for the provisions of this Article 16, shall be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other Person making such payment or distribution, or by the Holders or by the
Trustee under this Indenture if received by them or it, directly to the holders
of such Senior Indebtedness (pro rata to such holders on the basis of the
respective amounts of such Senior Indebtedness held by such holders, as
calculated by the Company) or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay such Senior Indebtedness in
full, in money or money’s worth, after giving effect to any concurrent payment
or distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the Holders of the Securities of such series
or to the Trustee.

          


          In the
event that, notwithstanding the foregoing, any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or
securities, prohibited by the foregoing shall be received by the Trustee before
all such Senior Indebtedness is paid in full, or provision is made for such
payment in money in accordance with its terms, such payment or distribution
shall be held in trust for the benefit of and shall be paid over or delivered to
the holders of such Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the Company, for
application to the payment of all such Senior Indebtedness remaining unpaid to
the extent necessary to pay such Senior Indebtedness in full in money in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior
Indebtedness.

          


          
            
              
              

            

            
              75

              
                

              

            

            
              
              

            

          

          For
purposes of this Article 16, the words “cash, property or securities” shall not
be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article 16 with respect to
the Securities of the relevant series to the payment of all Senior Indebtedness
with respect to the Securities of such series that may at the time be
outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Indebtedness are not, without the
consent of such holders, altered by such reorganization or readjustment. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the
conveyance, transfer or lease of its property as an entirety, or substantially
as an entirety, to another Person upon the terms and conditions provided for in
Sections 8.1 and 8.2 of this Indenture shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 16.3
if such other Person shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions stated in Sections 8.1 and 8.2 of this
Indenture. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 6.6 of this
Indenture.

          


          Section
16.4               Subrogation.

          


          Subject
to the payment in full of all Senior Indebtedness with respect to the Securities
of any series, the rights of the Holders of the Securities of such series shall
be subrogated to the rights of the holders of such Senior Indebtedness to
receive payments or distributions of cash, property or securities of the Company
applicable to such Senior Indebtedness until the principal of, and any premium
and interest, if any, on, the Securities of such series shall be paid in full;
and, for the purposes of such subrogation, no payments or distributions to the
holders of such Senior Indebtedness of any cash, property or securities to which
the Holders or the Trustee would be entitled except for the provisions of this
Article 16, and no payment over pursuant to the provisions of this Article 16 to
or for the benefit of the holders of such Senior Indebtedness by Holders of the
Securities of such series or the Trustee, shall, as between the Company, its
creditors other than holders of such Senior Indebtedness, and the Holders of the
Securities of such series, be deemed to be a payment by the Company to or on
account of such Senior Indebtedness. It is understood that the provisions of
this Article 16 are and are intended solely for the purposes of defining the
relative rights of the Holders of the Securities of each series, on the one
hand, and the holders of the Senior Indebtedness with respect to the Securities
of such series on the other hand.

          


          Nothing
contained in this Article 16 or elsewhere in this Indenture, any Additional
Provisions or in the Securities of any series is intended to or shall impair, as
between the Company, its creditors other than the holders of Senior Indebtedness
with respect to the Securities of such series, and the Holders of the Securities
of such series, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities of such series the
principal of, and any premium and interest, if any, on, the Securities of such
series as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders of the Securities of such series and creditors of the Company, other
than the holders of such Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or the Holder of any Security of such series from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article 16 of the
holders of such Senior Indebtedness in respect of cash, property or securities
of the Company, as the case may be, received upon the exercise of any such
remedy.

          


          
            
              
              

            

            
              76

              
                

              

            

            
              
              

            

          

          Upon any
payment or distribution of assets of the Company referred to in this Article 16,
the Trustee, subject to the provisions of Article 6 of this Indenture, and the
Holders shall be entitled to conclusively rely upon any order or decree made by
any court of competent jurisdiction in which such dissolution, winding-up,
liquidation or reorganization proceedings are pending, or a certificate of the
receiver, trustee in bankruptcy, liquidation trustee, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of the Securities of any series, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness
with respect to the Securities of such series and other indebtedness of the
Company, as the case may be, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 16.

          


          Section
16.5              Trustee
to Effectuate Subordination.

          


          Each
Holder of Securities by such Holder’s acceptance thereof authorizes and directs
the Trustee on such Holder’s behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article 16 and
appoints the Trustee such Holder’s attorney-in-fact for any and all such
purposes.

          


          Section
16.6                 Notice
by the Company.

          


          The
Company shall give prompt written notice to a Responsible Officer of the Trustee
of any fact known to the Company that would prohibit the making of any payment
of monies to or by the Trustee in respect of the Securities of any series
pursuant to the provisions of this Article 16. Notwithstanding the provisions of
this Article 16 or any other provision of this Indenture or any Additional
Provisions, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment of monies to or by the
Trustee in respect of the Securities of any series pursuant to the provisions of
this Article 16, unless and until a Responsible Officer of the Trustee shall
have received written notice thereof from the Company or a holder or holders of
Senior Indebtedness with respect to the Securities of such series or from any
trustee therefor; and before the receipt of any such written notice, the
Trustee, subject to the provisions of Article 6 of this Indenture, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this
Section 16.6 at least two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of, any premium or interest on, any
Security of such series), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
money and to apply the same to the purposes for which they were received, and
shall not be affected by any notice to the contrary that may be received by it
within two Business Days prior to such date.

          


          
            
              
              

            

            
              77

              
                

              

            

            
              
              

            

          

          The
Trustee, subject to the provisions of Article 6 of this Indenture, shall be
entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness with respect
to the Securities of any series (or a trustee on behalf of such holder), to
establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article 16, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article 16, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

          


          Upon any
payment or distribution of assets of the Company referred to in this Article 16,
the Trustee and the Holders shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of the Securities of any series, for
the purpose of ascertaining the Persons entitled to participate in such payment
or distribution, the holders of Senior Indebtedness with respect to the
Securities of such series and other indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article 16.

          


          Section
16.7            Rights
of the Trustee; Holders of Senior Indebtedness.

          


          The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article 16 in respect of any Senior Indebtedness with respect to the
Securities of any series at any time held by it, to the same extent as any other
holder of such Senior Indebtedness, and nothing in this Indenture or any
Additional Provisions shall deprive the Trustee of any of its rights as such
holder.

          


          With
respect to the holders of Senior Indebtedness with respect to the Securities of
any series, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article 16, and
no implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture or any Additional Provisions
against the Trustee. By virtue of this Article 16, the Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and,
subject to the provisions of Article 6 of this Indenture, the Trustee shall not
be liable to any holder of such Senior Indebtedness if it shall pay over or
deliver to Holders of the Securities of such series, the Company or any other
Person money or assets to which any holder of such Senior Indebtedness shall be
entitled.

          


          Nothing
in this Article 16 shall apply to claims of, or payments to, the Trustee under
or pursuant to Section 6.6.

          


          Section
16.8              Subordination
May Not Be Impaired.

          


          No right
of any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company, or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof that any such holder may have or otherwise
be charged with.

          


          Without
in any way limiting the generality of the foregoing paragraph, the holders of
Senior Indebtedness with respect to the Securities of any series may, at any
time and from time to time, without the consent of or notice to the Trustee or
the Holders of Securities of such series, without incurring responsibility to
such Holders and without impairing or releasing the subordination provided in
this Article 16 or the obligations hereunder of the Holders of the Securities of
such series to the holders of such Senior Indebtedness, do any one or more of
the following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, such Senior Indebtedness, or otherwise
amend or supplement in any manner such Senior Indebtedness or any instrument
evidencing the same or any agreement under which such Senior Indebtedness is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release
any Person liable in any manner for the collection of such Senior Indebtedness;
and (iv) exercise or refrain from exercising any rights against the Company and
any other Person.

        

        
          
             


          

          
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        IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed, as of the date first above written.

         

         

                    INSITUFORM
TECHNOLOGIES, INC.

         

        


         

                    By____________________________________

                    Name:

                                                     Title:

         

        


         

                    [                ],            

                    as
Trustee

         

        


         

                    By____________________________________

                    Name:

                    Title: