Exhibit 4.1


 




 


 


PACCAR INC





 


and


 


WILMINGTON TRUST COMPANY,

Trustee


 


 




 


 


INDENTURE


 


 





 


 


Dated as of November 18, 2008


 


 




 


 


Senior Debt Securities





 

















 


Reconciliation and tie between Trust Indenture Act of 1939


and Indenture, dated as of November 18, 2008


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture
  Section

  
	
   

  	
   

  	
   

  
	
  § 310

  	
  (a) (1)

  	
   

  	
  609

  
	
   

  	
  (a) (2)

  	
   

  	
  609

  
	
   

  	
  (a) (3)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (a) (4)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (b)

  	
   

  	
  608

  
	
   

  	
   

  	
   

  	
  610

  
	
  § 311

  	
  (a)

  	
   

  	
  613(a)

  
	
   

  	
  (b)

  	
   

  	
  613
  (b)

  
	
   

  	
  (b) (2)

  	
   

  	
  703
  (a) (2)

  
	
   

  	
   

  	
   

  	
  703
  (b)

  
	
  § 312

  	
  (a)

  	
   

  	
  701

  
	
   

  	
   

  	
   

  	
  702
  (a)

  
	
   

  	
  (b)

  	
   

  	
  702(b)

  
	
   

  	
  (c)

  	
   

  	
  702(c)

  
	
  § 313

  	
  (a)

  	
   

  	
  703(a)

  
	
   

  	
  (b)

  	
   

  	
  703
  (b)

  
	
   

  	
  (c)

  	
   

  	
  703
  (a), 703 (b)

  
	
   

  	
  (d)

  	
   

  	
  703
  (c)

  
	
  § 314

  	
  (a)

  	
   

  	
  704

  
	
   

  	
  (b)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (c) (1)

  	
   

  	
  102

  
	
   

  	
  (c) (2)

  	
   

  	
  102

  
	
   

  	
  (c) (3)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (d)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (e)

  	
   

  	
  102

  
	
  § 315

  	
  (a)

  	
   

  	
  601(a)

  
	
   

  	
  (b)

  	
   

  	
  602

  
	
   

  	
   

  	
   

  	
  703
  (a) (6)

  
	
   

  	
  (c)

  	
   

  	
  601
  (b)

  
	
   

  	
  (d)

  	
   

  	
  601
  (c)

  
	
   

  	
  (d) (1)

  	
   

  	
  601
  (a) (1)

  
	
   

  	
  (d) (2)

  	
   

  	
  601
  (c) (2)

  
	
   

  	
  (d) (3)

  	
   

  	
  601
  (c) (3)

  
	
   

  	
  (e)

  	
   

  	
  514

  
	
  § 316

  	
  (a)

  	
   

  	
  101

  
	
   

  	
  (a) (1) (A)

  	
   

  	
  502

  
	
   

  	
   

  	
   

  	
  512

  
	
   

  	
  (a) (1) (B)

  	
   

  	
  513

  
	
   

  	
  (a) (2)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (b)

  	
   

  	
  508

  
	
  § 317

  	
  (a)(1)

  	
   

  	
  503

  
	
   

  	
  (a) (2)

  	
   

  	
  504

  
	
   

  	
  (b)

  	
   

  	
  1003

  
	
  § 318

  	
  (a)

  	
   

  	
  107

  



 


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


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  PARTIES

  	
  1

  
	
  RECITALS OF THE COMPANY

  	
  1

  
	
   

  	
   

  
	
  ARTICLE ONE

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  
	
   

  	
   

  
	
  SECTION 101.

  	
  Definitions

  	
  1

  
	
   

  	
  Act

  	
  2

  
	
   

  	
  Affiliate

  	
  2

  
	
   

  	
  Authenticating Agent

  	
  2

  
	
   

  	
  Board of Directors

  	
  2

  
	
   

  	
  Board of Directors

  	
  2

  
	
   

  	
  Board Resolution

  	
  2

  
	
   

  	
  Business Day

  	
  2

  
	
   

  	
  Commission

  	
  2

  
	
   

  	
  Company

  	
  2

  
	
   

  	
  Company Request; Company Order

  	
  2

  
	
   

  	
  Consolidated Assets

  	
  3

  
	
   

  	
  Corporate Trust Office

  	
  3

  
	
   

  	
  corporation

  	
  3

  
	
   

  	
  Defaulted Interest

  	
  3

  
	
   

  	
  Depositary

  	
  3

  
	
   

  	
  Event of Default

  	
  3

  
	
   

  	
  Holder

  	
  3

  
	
   

  	
  Indenture

  	
  3

  
	
   

  	
  interest

  	
  3

  
	
   

  	
  Interest Payment Date

  	
  3

  
	
   

  	
  Lien

  	
  3

  
	
   

  	
  Maturity

  	
  4

  
	
   

  	
  Officers’ Certificate

  	
  4

  
	
   

  	
  Opinion of Counsel

  	
  4

  
	
   

  	
  Original Issue Discount Security

  	
  4

  
	
   

  	
  Outstanding

  	
  4

  
	
   

  	
  Paying Agent

  	
  5

  
	
   

  	
  Person

  	
  5

  
	
   

  	
  Place of Payment

  	
  5

  
	
   

  	
  Predecessor Security

  	
  5

  
	
   

  	
  Principal Property

  	
  5

  
	
   

  	
  Property

  	
  5

  
	
   

  	
  Redemption Date

  	
  5

  
	
   

  	
  Redemption Price

  	
  5

  



 






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


 


i

















 


	
   

  	
  Regular Record Date

  	
  5

  
	
   

  	
  Responsible Officer

  	
  5

  
	
   

  	
  Restricted Debt

  	
  6

  
	
   

  	
  Securities

  	
  6

  
	
   

  	
  Security Register and Security Registrar

  	
  6

  
	
   

  	
  Special Record Date

  	
  6

  
	
   

  	
  Stated Maturity

  	
  6

  
	
   

  	
  Subsidiary

  	
  6

  
	
   

  	
  Trustee

  	
  6

  
	
   

  	
  Trust Indenture Act

  	
  6

  
	
   

  	
  Vice President

  	
  7

  
	
  SECTION 102.

  	
  Compliance Certificates and Opinions

  	
  7

  
	
  SECTION 103.

  	
  Form of Documents Delivered to Trustee

  	
  7

  
	
  SECTION 104.

  	
  Acts of Holders

  	
  8

  
	
  SECTION 105.

  	
  Notices, Etc., to Trustee and Company

  	
  9

  
	
  SECTION 106.

  	
  Notice to Holders; Waiver

  	
  9

  
	
  SECTION 107.

  	
  Conflict with Trust Indenture Act

  	
  10

  
	
  SECTION 108.

  	
  Effect of Headings and Table of Contents

  	
  10

  
	
  SECTION 109.

  	
  Successors and Assigns

  	
  10

  
	
  SECTION 110.

  	
  Separability Clause

  	
  10

  
	
  SECTION 111.

  	
  Benefits of Indenture

  	
  10

  
	
  SECTION 112.

  	
  Governing Law

  	
  10

  
	
  SECTION 113.

  	
  Legal Holidays

  	
  11

  
	
  SECTION 114.

  	
  Indenture and Securities Solely Corporate Obligations

  	
  11

  
	
  SECTION 115.

  	
  No Security Interest Created

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  
	
   

  	
   

  	
   

  
	
  SECURITY FORMS

  	
   

  
	
   

  	
   

  
	
  SECTION 201.

  	
  Forms Generally

  	
  11

  
	
  SECTION 202.

  	
  Form of Trustee’s Certificate of Authentication

  	
  12

  
	
  SECTION 203.

  	
  Global Form

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  
	
   

  	
   

  	
   

  
	
  THE SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 301.

  	
  Amount Unlimited; Issuable in Series

  	
  12

  
	
  SECTION 302.

  	
  Denominations

  	
  15

  
	
  SECTION 303.

  	
  Execution, Authentication, Delivery and Dating

  	
  15

  
	
  SECTION 304.

  	
  Temporary Securities

  	
  17

  
	
  SECTION 305.

  	
  Registration, Registration of Transfer and Exchange

  	
  17

  
	
  SECTION 306.

  	
  Mutilated, Destroyed, Lost and Stolen Securities

  	
  20

  
	
  SECTION 307.

  	
  Payment of Interest; Interest Rights Preserved

  	
  20

  
	
  SECTION 308.

  	
  Persons Deemed Owners

  	
  21

  
	
  SECTION 309.

  	
  Cancellation

  	
  22

  
	
  SECTION 310.

  	
  Computation of Interest

  	
  22

  



 


ii

















 


	
  ARTICLE FOUR

  	
   

  
	
   

  	
   

  	
   

  
	
  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  
	
  SECTION 401.

  	
  Satisfaction and Discharge of Securities of any Series

  	
  22

  
	
  SECTION 402.

  	
  Satisfaction and Discharge of Indenture

  	
  24

  
	
  SECTION 403.

  	
  Application of Trust Money

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  	
   

  
	
   

  	
   

  	
   

  
	
  REMEDIES

  	
   

  
	
   

  	
   

  
	
  SECTION 501.

  	
  Events of Default

  	
  25

  
	
  SECTION 502.

  	
  Acceleration of Maturity; Rescission and Annulment

  	
  27

  
	
  SECTION 503.

  	
  Collection of Indebtedness and Suits for Enforcement by Trustee

  	
  28

  
	
  SECTION 504.

  	
  Trustee May File Proofs of Claim

  	
  29

  
	
  SECTION 505.

  	
  Trustee May Enforce Claims Without Possession of Securities

  	
  30

  
	
  SECTION 506.

  	
  Application of Money Collected

  	
  30

  
	
  SECTION 507.

  	
  Limitation on Suits

  	
  30

  
	
  SECTION 508.

  	
  Unconditional Right of Holders to Receive Principal, Premium and
  Interest

  	
  31

  
	
  SECTION 509.

  	
  Restoration of Rights and Remedies

  	
  31

  
	
  SECTION 510.

  	
  Rights and Remedies Cumulative

  	
  31

  
	
  SECTION 511.

  	
  Delay or Omission Not Waiver

  	
  32

  
	
  SECTION 512.

  	
  Control by Holders

  	
  32

  
	
  SECTION 513.

  	
  Waiver of Past Defaults

  	
  32

  
	
  SECTION 514.

  	
  Undertaking for Costs

  	
  33

  
	
  SECTION 515.

  	
  Waiver of Stay or Extension Laws

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  	
   

  
	
   

  	
   

  	
   

  
	
  THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 601.

  	
  Certain Duties and Responsibilities

  	
  33

  
	
  SECTION 602.

  	
  Notice of Defaults

  	
  34

  
	
  SECTION 603.

  	
  Certain Rights of Trustee

  	
  35

  
	
  SECTION 604.

  	
  Not Responsible for Recitals or Issuance of Securities

  	
  36

  
	
  SECTION 605.

  	
  May Hold Securities

  	
  36

  
	
  SECTION 606.

  	
  Money Held in Trust

  	
  36

  
	
  SECTION 607.

  	
  Compensation and Reimbursement

  	
  36

  
	
  SECTION 608.

  	
  Disqualification; Conflicting Interests

  	
  37

  
	
  SECTION 609.

  	
  Corporate Trustee Required; Eligibility

  	
  37

  
	
  SECTION 610.

  	
  Resignation and Removal; Appointment of Successor

  	
  37

  
	
  SECTION 611.

  	
  Acceptance of Appointment by Successor

  	
  39

  
	
  SECTION 612.

  	
  Merger, Conversion, Consolidation or Succession to Business

  	
  40

  
	
  SECTION 613.

  	
  Preferential Collection of Claims Against Company

  	
  40

  
	
  SECTION 614.

  	
  Appointment of Authenticating Agent

  	
  40

  



 


iii

















 


	
  ARTICLE SEVEN

  	
   

  
	
   

  	
   

  	
   

  
	
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  
	
   

  	
   

  
	
  SECTION 701.

  	
  Company to Furnish Trustee Names and Addresses of Holders

  	
  42

  
	
  SECTION 702.

  	
  Preservation of Information; Communications to Holders

  	
  42

  
	
  SECTION 703.

  	
  Reports by Trustee

  	
  44

  
	
  SECTION 704.

  	
  Reports by Company

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  
	
   

  	
   

  	
   

  
	
  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
   

  
	
   

  	
   

  
	
  SECTION 801.

  	
  Company May Consolidate, Etc., Only on Certain Terms

  	
  46

  
	
  SECTION 802.

  	
  Successor Corporation Substituted

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
   

  
	
   

  	
   

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
  SECTION 901.

  	
  Supplemental Indentures Without Consent of Holders

  	
  47

  
	
  SECTION 902.

  	
  Supplemental Indentures with Consent of Holders

  	
  49

  
	
  SECTION 903.

  	
  Execution of Supplemental Indentures

  	
  50

  
	
  SECTION 904.

  	
  Effect of Supplemental Indentures

  	
  50

  
	
  SECTION 905.

  	
  Conformity with Trust Indenture Act

  	
  50

  
	
  SECTION 906.

  	
  Reference in Securities to Supplemental Indentures

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
   

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  
	
  SECTION 1001.

  	
  Payment of Principal, Premium and Interest

  	
  51

  
	
  SECTION 1002.

  	
  Maintenance of Office or Agency

  	
  51

  
	
  SECTION 1003.

  	
  Money for Securities Payments to Be Held in Trust

  	
  51

  
	
  SECTION 1004.

  	
  Corporate Existence

  	
  53

  
	
  SECTION 1005.

  	
  Limitation on Liens

  	
  53

  
	
  SECTION 1006.

  	
  Restriction on Sale and Leaseback
  Transactions

  	
  54

  
	
  SECTION 1007.

  	
  Statement as to Compliance

  	
  55

  
	
  SECTION 1008.

  	
  Waiver of Certain Covenants

  	
  55

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
   

  
	
   

  	
   

  	
   

  
	
  REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 1101.

  	
  Applicability of Article

  	
  56

  
	
  SECTION 1102.

  	
  Election to Redeem; Notice to Trustee

  	
  56

  
	
  SECTION 1103.

  	
  Selection by Trustee of Securities to be Redeemed

  	
  56

  
	
  SECTION 1104.

  	
  Notice of Redemption

  	
  57

  
	
  SECTION 1105.

  	
  Deposit of Redemption Price

  	
  57

  
	
  SECTION 1106.

  	
  Securities Payable on Redemption Date

  	
  58

  
	
  SECTION 1107.

  	
  Securities Redeemed in Part

  	
  58

  



 


iv

















 


	
  ARTICLE TWELVE

  	
   

  
	
   

  	
   

  	
   

  
	
  SINKING FUNDS

  	
   

  
	
   

  	
   

  
	
  SECTION 1201.

  	
  Applicability of Article

  	
  58

  
	
  SECTION 1202.

  	
  Satisfaction of Sinking Fund Payments with Securities

  	
  59

  
	
  SECTION 1203.

  	
  Redemption of Securities for Sinking Fund

  	
  59

  



 


v

















 


INDENTURE, dated as of November 18,
2008, between PACCAR Inc, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the “Company”), having its
principal office at 777 106th Avenue, N. E., Bellevue, Washington 98004, and
Wilmington Trust Company, a Delaware banking corporation, as Trustee (herein
called the “Trustee”).


 


RECITALS OF
THE COMPANY


 


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


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


 


DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


SECTION 101.                                                                    Definitions.


 


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


 


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


 


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


 


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


 


1

















 


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


 


Certain terms, used principally
in Article Six, are defined in that Article.


 


“Act,” when used with respect
to any Holder, has the meaning specified in Section 104.


 


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


 


“Authenticating Agent” means
any Person authorized by the Trustee to act on behalf of the Trustee to
authenticate and deliver Securities.


 


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


 


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


 


“Business Day,” when used with
respect to any Place of Payment, means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that
Place of Payment are authorized or obligated by law to close, except as may
otherwise be provided in the form of Securities of any particular series
pursuant to the provisions of this Indenture.


 


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


 


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


 


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


 


2














 


“Consolidated Assets” means the
aggregate amount of assets (less applicable reserves for depreciation,
amortization, unearned finance charges, allowance for credit losses and other
properly deductible items) after deducting therefrom all goodwill, trade names,
trademarks, patents, organization expenses and other like intangibles, all as
set forth on the most recent balance sheet of the Company and its consolidated
Subsidiaries and computed in accordance with generally accepted accounting
principles.


 


“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.  At the date of this Indenture, the Corporate
Trust Office of the Trustee is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001.


 


“corporation” includes
corporations, associations, companies and business trusts.


 


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


 


“Depositary”  means, with respect to the Securities of any
series issuable or issued in the form of a global Security, the Person
designated as Depositary by the Company pursuant to Section 301 until a
successor Depositary shall have been appointed pursuant to Section 305,
and thereafter ‘Depositary’ shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person, ‘Depositary’
as used with respect to the Securities of any such series shall mean the
Depositary with respect to the Securities of that series.


 


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


 


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


 


“Indenture” means this
instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include any
Officers’ Certificates setting forth the form and terms of particular series of
Securities as contemplated by Sections 201 and 301.


 


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


 


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


 


“Lien” means any interest in
Property securing an obligation owed to, or a claim by, a Person other than the
owner of the Property, including but not limited to a security interest arising
from a mortgage, encumbrance, pledge, conditional sale or trust receipt, or a
lease, consignment or bailment for security purposes.  For the purpose of this definition, a Person
shall be deemed to be the owner of any Property which it has or holds subject
to a conditional sale arrangement, financing lease or other arrangement
pursuant to which title to the Property has been retained by or is vested in
some other Person for security purposes.


 


3

















 


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


 


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


 


“Opinion of Counsel” means a
written opinion of counsel, who may be counsel for the Company, and who shall
be acceptable to the Trustee, which opinion is delivered to the Trustee.


 


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


 


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


 


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


 


(ii)           Securities
or portions thereof for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the Company
(if the Company shall act as its own Paying Agent) for the Holders of such
Securities; provided that, if such Securities or portions thereof 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; and


 


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


 


provided, however, that in determining
whether the Holders of the requisite principal amount of Outstanding Securities
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
which the Trustee knows to be so owned shall be so disregarded.  Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the company or of such other obligor.  In determining the requisite principal amount
of any original Issue Discount Security, such Principal amount that shall be
deemed to be Outstanding shall be equal to the amount of the principal thereof
that could be declared to be due and payable upon an Event of Default pursuant
to the terms of such Original Issue Discount Security at the time of such
determination.


 


4

















 


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


 


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


 


“Place of Payment,” when used
with respect to the Securities of any series, means the place or places where
the principal of (and premium, if any) and interest, if any, on the Securities
of that series are payable as specified as contemplated in Section 301 or,
if not so specified, as specified in Section 1002.


 


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


 


“Principal
Property”   means any manufacturing plant or other
facility of the Company or any Subsidiary, whether now owned or hereafter
acquired having a gross book value (without deduction for depreciation) as of
the date of determination of such value in excess of 1% of Consolidated Assets
as of such date, other than any such manufacturing plant or other facility that
in the opinion of the Board of Directors of the Company, is not of material
importance to the total business conducted by the Company and its Subsidiaries
as a whole.


 


“Property” means any kind of
property or asset, whether real, personal or mixed, tangible or intangible.


 


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


 


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


 


“Regular Record Date” for the
interest payable on any Interest Payment Date on the Securities of any series
means the date specified for that purpose as contemplated by Section 301.


 


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


 


5

















 


“Restricted Debt,” when used
with respect to the Company or any Subsidiary, means any indebtedness for money
borrowed, including but not limited to any loan, whether or not evidenced by
negotiable instruments or securities, or any note, bond, debenture or other
evidence of indebtedness for money borrowed, for which the Company or such
Subsidiary is liable, directly or indirectly, absolutely or contingently.  Restricted Debt shall not include any
indebtedness for the payment, redemption or satisfaction of which money (or
other Property permitted under the instrument creating or evidencing such
indebtedness) in the necessary amount shall have been deposited in trust with a
trustee or proper depository at or before the maturity or redemption date
thereof.  For the purposes of this definition,
“indebtedness for money borrowed” shall include, without limitation,
obligations created or arising under any conditional sale, financing lease, or
other title retention agreement and obligations to pay for Property.


 


“Sale
and Leaseback Transaction”   has the meaning specified in Section 1006.


 


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


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 305.


 


“Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to
Section 307.


 


“Stated Maturity,” when used
with respect to any Security or any installment of principal thereof or
interest thereon, means the date specified in 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 a
corporation more than 50% of the outstanding voting stock of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or
by the Company and one or more other Subsidiaries.  For the purposes of this definition, “voting
stock” means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.


 


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


 


“Trust Indenture Act” means the
Trust Indenture Act of 1939 as in force at the date as of which this instrument
was executed, except as provided in Section 905.


 


6

















 


“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.”


 


SECTION 102.                                                                    Compliance
Certificates and Opinions.


 


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


 


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


 


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


 


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


 


SECTION 103.                                                                    Form of
Documents Delivered to Trustee.


 


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


 


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


 


7

















 


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


 


SECTION 104.                                                                    Acts
of Holders.


 


(a)           Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders (or Holders of any series) may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. 
Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. 
Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject
to Section 601) conclusive in favor of the Trustee and the Company and any
agent of the Trustee or the Company, if made in the manner provided in this
Section.


 


(b)           The fact and date of the execution by
any Person of any such instrument or writing may be proved by the affidavit of
a witness of such execution or by a certificate of a notary public or other
officer authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof.  Where such execution is by a
signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.  The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient; and the Trustee may in any instance require further proof
with respect to any of the matters referred to in this Section.


 


(c)           The ownership of Securities shall be
proved by the Security Register.


 


(d)           If the Company shall solicit from the
Holders any request, demand, authorization, direction, notice, consent, waiver
or other Act, the Company may, at its option, by Board Resolution, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
Act, but the Company shall have no obligation to do so.  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 record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date,
provided that no such authorization, agreement or consent by the Holders on
such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after
the record date.


 


8

















 


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


 


(f)            With respect to any act to be taken
by the Holders of Securities denominated in different currencies or composite
currency units, for the purpose of determining the principal amount of
Outstanding Securities held by such Holders, the aggregate principal amount of
such Securities denominated in a coin or currency or currency unit other than
coin or currency of the United States of America shall be deemed to be that
amount of coin or currency of the United States of America that could be
obtained for such principal amount on the basis of the spot rate of exchange
for such other currency or currency unit as determined by the Company as of the
date of original issuance of such Securities and evidenced to the Trustee by an
Officers’ Certificate.


 


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


 


Except as otherwise specifically provided
herein, any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,


 


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


 


SECTION 106.                                                                    Notice
to Holders; Waiver.


 


Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice.  In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.


 


9

















 


Any notice
mailed in the manner prescribed by this Indenture shall be conclusively
presumed to have been duly given whether or not received by any particular
Holder.  Where this Indenture provides
for notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. 
Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.


 


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


 


SECTION 107.                                                                    Conflict
with Trust Indenture Act.


 


If any provision hereof limits,
qualifies or conflicts with another provision hereof which is required to be
included in this Indenture by any of the provisions of the Trust Indenture Act,
such required provision shall control.


 


SECTION 108.                                                                    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 109.                                                                    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 110.                                                                    Separability
Clause.


 


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


 


SECTION 111.                                                                    Benefits
of Indenture.


 


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


 


SECTION 112.                                                                    Governing
Law.


 


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


 


10

















 


SECTION 113.                                                                    Legal
Holidays.


 


In any case where any Interest
Payment Date, Redemption Date, the Stated Maturity of any Security or any date
upon which any Defaulted Interest is proposed to be paid shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities) payment of interest, if any, or
principal (and premium, if any) need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date, at the Stated Maturity, or on the date for payment of
Defaulted Interest, provided that no interest shall accrue for the period from
and after such Interest Payment Date, Redemption Date, Stated Maturity or date
for the payment of Defaulted Interest, as the case may be.


 


SECTION 114.                                                                    Indenture
and Securities Solely Corporate Obligations.


 


No recourse for the payment of
the principal of (or premium, if any) or interest on any Security, or for any
claim based thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Company in this Indenture or
in any supplemental indenture, or in any Security, or because of the creation
of any indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that all such liability is hereby
expressly waived and released as a condition of, and as a consideration for,
the execution of this Indenture and the issue of the Securities.


 


SECTION 115.                                                                    No
Security Interest Created.


 


Nothing in this Indenture or in
the Securities, expressed 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 the property
of the Company or its Subsidiaries is located.


 


ARTICLE TWO



SECURITY FORMS


 


SECTION 201.                                                                    Forms
Generally.


 


The Securities of each series
shall be in substantially the form as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities.  If the form of Securities of
any series is established by action taken pursuant to a Board Resolution, an
appropriate Officers’ Certificate setting forth such form together with a copy
of the Board Resolution shall be delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.


 


11

















 


The certificated Securities
shall be printed, typed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner permitted
by the rules of any securities exchange on which the Securities may be
listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.


 


SECTION 202.                                                                    Form of
Trustee’s Certificate of Authentication.


 


The Trustee’s certificate of
authentication shall be in substantially the form set forth below:


 


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


 


	
   

  	
  Wilmington
  Trust Company, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Authorized
  Officer

  



 


SECTION 203.                                                                    Global
Form.


 


If Securities of a series are
issuable in whole or in part in global form, as may be specified as
contemplated by Section 301, then, notwithstanding Clause (8) of Section 301
and the provisions of Section 302, such global Securities shall represent
such of the Outstanding Securities of such series as shall be specified therein
and may provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced to reflect
exchanges or increased to reflect the issuance of additional uncertificated
Securities of such series. Any endorsement of a global Security to reflect the
amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made in such manner and upon instructions given by
such Person or Persons as shall be specified therein or in the Company Order to
be delivered to the Trustee pursuant to Section 303 or Section 304.


 


ARTICLE THREE


 


THE SECURITIES


 


SECTION 301.                                                                    Amount
Unlimited; Issuable in Series.


 


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


 


12














 


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


 


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


 


(2)           any
limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304,
305, 306, 906 or 1107);


 


(3)           the
date or dates on which the principal of (and premium, if any, on) the
Securities of the series is payable, or the manner in which such dates are
determined;


 


(4)           the
rate or rates at which the Securities of the series shall bear interest, if
any, or the manner in which such rates are determined, the date or dates from
which any such interest shall accrue, or the manner in which such dates are
determined, the Interest Payment Dates on which any such interest shall be
payable, the Regular Record Dates, if any, for the payment of interest on any
Interest Payment Date and the rate or rates of interest, if any, payable on
overdue installments of interest on or principal of (or premium, if any, on)
the Securities of the series;


 


(5)           if
other than the Trustee, the identity of the Security Registrar and, if other
than as specified in Section 1002, the place or places where the principal
of (and premium, if any) and interest, if any, on Securities of the series
shall be payable;


 


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


 


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


 


13

















 


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


 


(9)           if
other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 502;


 


(10)         additional
covenants of the Company, if any, for the benefit of the Holders of Securities
of such series and additional Events of Default, if any, with respect to
Securities of such series;


 


(11)         if
the provisions of Section 401(4) relating to satisfaction and
discharge of Securities more than one year prior to their Stated Maturity or
redemption shall apply to Securities of the series, a statement of such fact;


 


(12)         the
extent to which any of the Securities of the series will be issuable in global
form and, in such case, the Depositary for such global Security or Securities,
the terms and conditions, if any, upon which such global Security may be
exchanged in whole or in part for certificated Securities, and the manner in
which any interest payable on a global Security will be paid;


 


(13)         if
other than such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public or private debts, the coin or
currency or composite currency unit in which payment of the principal of (and
premium, if any) and interest on the Securities of the series shall be payable;


 


(14)         if
the principal of (and premium, if any) or interest on the Securities of the
series are to be payable, at the election of the Company or a Holder thereof,
in a coin or currency or composite currency unit other than that in which the
Securities are stated to be payable, the period or periods within which, and
the terms and conditions upon which, such election may be made;


 


(15)         if
the amount of payments of principal of (and premium, if any) or interest on
such Securities may be determined with reference to an index, formula or other
method and the manner in which such amounts shall be determined; and


 


(16)         any
other terms, conditions, rights and preferences (or limitations on such rights
and preferences) relating to the Securities of such series.


 


All Securities of any one series shall be
substantially identical except as to denomination and the rate or rates of
interest, if any, the date or dates from which interest shall accrue and
maturity and except as may otherwise be provided in or pursuant to such Board
Resolution and set forth in such Officers’ Certificate or in any such indenture
supplemental hereto.


 


14

















 


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


 


SECTION 302.                                                                    Denominations.


 


The Securities of each series shall be
issuable in registered form without coupons in such denominations as shall be
specified as contemplated by Section 301. 
In the absence of any such provisions with respect to the Securities of
any series, the Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.


 


SECTION 303.                                                                    Execution,
Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf of
the Company by its Chairman, any Vice Chairman or its President, under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries.  The signature of
any of these officers on the Securities may be manual or facsimile.


 


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


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver to the
Trustee or an Authenticating Agent for authentication Securities of any series
executed by the Company, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee or such Authenticating Agent
in accordance with the Company Order shall authenticate and deliver such
Securities.  If all the Securities of any
series are not to be issued at one time, and if the Board Resolution, Officers’
Certificate or supplemental indenture establishing such series shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and the determination of the terms of particular
Securities of such series such as interest rate, maturity date, date of
issuance and date from which interest shall accrue.  If the form or terms of the Securities of the
series have been established in or pursuant to one or more Board Resolutions as
permitted by Sections 201 and 301, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall receive, and (subject to Section 601)
shall be fully protected in relying upon, an Opinion of Counsel stating,


 


(a)           if the form of such Securities has been established by or
pursuant to Board Resolution as permitted by Section 201, that such form
has been established in conformity with the provisions of this Indenture; and


 


15

















 


(b)           if the terms of such Securities have been established by
or pursuant to Board Resolution as permitted by Section 301, that such
terms have been established in conformity with the provisions of this
Indenture.


 


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 at the time of issuance of each Security, but such Opinion of Counsel,
with appropriate modifications, may instead be delivered at or prior to the
time of issuance of the first Security of such series.


 


If the Company shall establish pursuant to Section 301
that the Securities of a series are to be issued in whole or in part in the
form of one or more global Securities, then the Company shall execute and the
Trustee or an Authenticating Agent shall, in accordance with this Section and
a Company Order for the authentication and delivery of such global Securities
with respect to such series, authenticate and deliver one or more global
Securities that (1) shall represent and shall be denominated in an
aggregate amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by one or more global Securities, (2) shall
be registered in the name of the Depositary for such global Security or
Securities or the nominee of such Depositary, which shall be considered sole
owner of the Securities represented by such global Security or Securities for
all purposes hereunder whatsoever, and (3) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary’s instructions.


 


Each Depositary designated pursuant to Section 301
for a global Security in registered form must, at the time of its designation
and at all times while it serves as Depositary, be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, and any other applicable
statute or regulation.


 


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


 


Each Security shall be dated the date of its
authentication.


 


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


 


16

















 


SECTION 304.                                                                    Temporary
Securities.


 


Pending the preparation of certificated
Securities of any series, the Company may execute, and upon Company Order the
Trustee or an Authenticating Agent shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the certificated Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.


 


If temporary Securities of any series are
issued, the Company will cause certificated Securities of that series to be
prepared without unreasonable delay. 
After the preparation of certificated Securities of such series, the
temporary Securities of such series shall be exchangeable for certificated
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency established by the Company in a Place of Payment
for that series, without charge to the Holder. 
Upon surrender for cancellation of any one or more temporary Securities
of any series the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of certificated Securities
of the same series of authorized denominations. 
Until so exchanged the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as certificated
Securities of such series.


 


SECTION 305.                                                                    Registration,
Registration of Transfer and Exchange.


 


With respect to each series of Securities,
the Company shall cause to be kept at one of the offices or agencies maintained
pursuant to Section 1002 a register (the register maintained in such
office and in any other office or agency established by the Company in a Place
of Payment being herein sometimes collectively referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities of that
series and of transfers of Securities of that series.  Pursuant to Section 301, the Company
shall appoint, with respect to Securities of each series, a “Security Registrar”
for the purpose of registering such Securities and transfers and exchanges of
such Securities as herein provided.  In
the event the Trustee shall not be Security Registrar, it shall have the right
to examine the Security Register at all reasonable times.


 


Upon surrender for registration of transfer
of any Security of any series at the designated office or agency in a Place of
Payment for that series, the Company shall execute, and the Trustee or an
Authenticating Agent shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of a like tenor, aggregate
principal amount and Stated Maturity.


 


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


 


17

















 


If at any time the Depositary for the
Securities of a series notifies the Company that it is unwilling or unable to
continue as Depositary for the Securities of such series or if at any time the
Depositary for the Securities of such series’ shall no longer be eligible under
Section 303, the Company shall appoint a successor Depositary with respect
to the Securities of such series. If a successor Depositary for the Securities
of such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company’s
election pursuant to Section 301 (12) shall no longer be effective with
respect to the Securities of such series and the Company will execute, and the
Trustee or an Authenticating Agent, upon receipt of a Company Order for the
authentication and delivery of certificated Securities of such series, will
authenticate and deliver Securities of such series of like tenor and terms in
certificated form in an aggregate principal amount equal to the principal
amount of the global Security or Securities representing such series in
exchange for such global Security or Securities.


 


The Company may at any time and in its sole
discretion determine that the Securities of any series issued in the form of
one or more global Securities shall no longer be represented by such global
Security or Securities. In such event, the Company will execute, and the
Trustee or an Authenticating Agent, upon receipt of a Company Order for the authentication
and delivery of certificated Securities of such series, will authenticate and
deliver Securities of such series of like tenor and terms in certificated form
in an aggregate principal amount equal to the principal amount of the global
Security or Securities representing such series in exchange for such global
Security or Securities.


 


If specified by the Company pursuant to Section 301
with respect to a series of Securities, the Depositary for such series of
Securities may surrender a global Security for such series of Securities in
exchange, in whole or in part, for Securities of such series of like tenor and
terms and in certificated form on such terms as are acceptable to the Company,
the Trustee and such Depositary. Thereupon, the Company shall execute, and the
Trustee or an Authenticating Agent upon receipt of a Company Order for the
authentication and delivery of certificated Securities of such series, shall
authenticate and deliver, without service charge:


 


(a)           to
the Depositary or to each Person specified by such Depositary a new Security or
Securities of the same series, of like tenor and terms and of any authorized
denomination as requested by such Person in aggregate principal amount equal to
and in exchange for such Person’s beneficial interest in the global Security;
and


 


(b)           to
such Depositary a new global Security of like tenor and terms and in an
authorized denomination equal to the difference, if any, between the principal
amount of the surrendered global Security and the aggregate principal amount of
Securities delivered to Holders thereof.


 


In addition, a global Security for a series
of Securities shall be exchangeable for Securities of such series of like tenor
and terms and in certificated form if an Event of Default has occurred and is
continuing with respect to the Securities.


 


In any exchange provided for in any of the
preceding four paragraphs, the Company will execute and the Trustee or an
Authenticating Agent, pursuant to a Company Order, will authenticate and
deliver Securities in certificated registered form in authorized denominations.


 


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Upon the exchange of global Securities for
Securities in certificated form, such global Securities shall be cancelled by
the Trustee. Securities issued in exchange for a global Security pursuant to
this Section shall be registered in such names and in such authorized
denominations, and delivered to such addresses, as the Depositary for such
global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Security Registrar in writing.
The Trustee or an Authenticating Agent shall deliver such Securities to the
Persons in whose names such Securities are so registered or to the Depositary.


 


Notwithstanding any other provision of this
Section, unless and until it is exchanged in whole or in part for individual
Securities represented thereby, a global Security representing all or a portion
of the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series
or a nominee of such successor Depositary.


 


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


 


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


 


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


 


The Company shall not be required (i) to
issue, register the transfer of or exchange Securities of any series during a period
beginning at the opening of business 15 days before the day of selection
for redemption of Securities of that series selected for redemption under Section 1103
and ending at the close of business on the day of the mailing of notice of
redemption, or (ii) to register the transfer of or exchange any Security
so selected for redemption in whole or in part, except the unredeemed portion
of any Security being redeemed in part.


 


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


 


If there shall be delivered to the Company, the
Trustee and the Security Registrar (i) a mutilated Security or evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the
Company, the Trustee or the Security Registrar that such Security has been
acquired by a bona fide purchaser, the
Company shall execute and upon its request the Trustee or an Authenticating
Agent shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Security, a new Security of the same
series and of like tenor, principal amount and Stated Maturity and bearing a
number not contemporaneously outstanding.


 


In case any such mutilated, destroyed, lost
or stolen Security 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.


 


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


 


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


 


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


 


SECTION 307.                                                                    Payment of
Interest; Interest Rights Preserved.


 


Except as otherwise specified with respect to
a series of Securities in accordance with the provisions of Section 301,
interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.


 


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


 


(1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner.


 


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


 


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


 


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


 


SECTION 308.                                                                    Persons Deemed
Owners.


 


Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee, any Paying Agent, any
Authenticating Agent and any other agent of the Company or the Trustee may
treat the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Section 307) interest, if any, on such Security and
for all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee, any Paying Agent, any Authenticating Agent
nor any other 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 Depositary shall have any rights under
the this Indenture with respect to such global Security and such Depositary may
be treated by the Company, the Trustee, and any agent of the Company or the
Trustee as the sole owner of such global Security for all purposes
whatsoever.  None of the Company, the
Trustee, any Authenticating Agent, any Paying Agent or the Security Registrar
shall have any responsibility for or liability in respect of any aspect of the
records relating to, or payments made on account of, any beneficial ownership
interests in any global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests, and each shall be
fully protected in acting or refraining from acting on any such information
provided by the Depositary.


 


SECTION 309.                                                                    Cancellation.


 


All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by
it.  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 promptly cancelled 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 this Indenture.  All cancelled Securities shall be destroyed
by the Trustee and the Trustee shall deliver a certificate of such destruction
to the Company, unless the Company by Company Order shall direct that such
cancelled Securities be returned to it.


 


SECTION 310.                                                                    Computation of
Interest.


 


Except as otherwise specified as contemplated
by Section 301 for Securities of any series, interest on the Securities of
each series shall be computed on the basis of a year of twelve 30-day months.


 


ARTICLE FOUR


 


SATISFACTION AND DISCHARGE


 


SECTION 401.                                                                    Satisfaction
and Discharge of Securities of any Series.


 


The Company shall be deemed to have satisfied
and discharged the entire indebtedness on all the Securities of any particular
series and the Trustee, upon Company request and at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
such indebtedness, when


 


(1)           either


 


22














 


(A)          all Securities of such series theretofore
authenticated and delivered (other than (i) Securities which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 306
and (ii) Securities 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 the last paragraph
of Section 1003) have been delivered to the Trustee for cancellation; or


 


(B)          with respect to all Outstanding Securities of
such series described in (A) above not theretofore delivered to the
Trustee for cancellation,


 


(i)            the Company has deposited or caused to be
deposited with the Trustee as trust funds in trust an amount sufficient to pay
and discharge the entire indebtedness on all such Outstanding Securities of
such series for principal (and premium, if any) and interest to the Stated
Maturity or any Redemption Date as contemplated by Section 403, as the
case may be; or


 


(ii)           to the extent the Securities of such series
are payable in U.S. dollars only, the Company has deposited or caused to be
deposited with the Trustee as obligations in trust such amount of direct
obligations of, or obligations the principal of and interest on which are fully
guaranteed by, the United States of America (other than obligations subject to
prepayment, redemption or call prior to their stated maturity) as will,
together with the predetermined and certain income to accrue thereon (without
consideration of any reinvestment thereof), be sufficient to pay and discharge
when due the entire indebtedness on all such Outstanding Securities of such
series for principal (and premium, if any) and interest to the Stated Maturity
or any Redemption Date as contemplated by Section 403, as the case may be:


 


(2)           the Company has paid or caused to be paid
all other sums payable with respect to the Securities of such series;


 


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


 


23

















 


(4)           if (i) the entire indebtedness on the
Outstanding Securities of such series is to be satisfied and discharged
pursuant to Section 401(1)(B) above, (ii) such Securities will
not become due and payable at their Stated Maturity within one year after the
date of deposit provided in Section 401(1) (B) above, and (iii) such
Securities of such series are not to be called for redemption within one year
of the date of such deposit under arrangements satisfactory to the Trustee as
of the date of such deposit, then (x) the Company shall have specified the
applicability (as provided in Section 301) of this Section 401(4) to
the Securities of such series, (y) the Company shall have given, not later
than the date of such deposit, notice of such deposit to the Holders of
Securities of such series and (z) the Trustee shall have received an
Opinion of Counsel (which counsel shall be recognized tax counsel) stating
that, in such counsel’s opinion, the deposit of funds or obligations and the
satisfaction and discharge of indebtedness on the Securities of such series
pursuant to this Section 401 will not result in recognition by the Holders
of income, gain or loss for federal income tax purposes (other than income,
gain or loss which would have been recognized in like amount and at a like time
absent such deposit, satisfaction and discharge).


 


Upon the satisfaction of the conditions set
forth in this Section 401 with respect to all the Securities of any
series, the terms and conditions of such series, including the terms and
conditions with respect thereto set forth in this Indenture, shall no longer be
binding upon, or applicable to, the Company, and the Holders of the Securities
of such series shall look for payment only to the funds or obligations
deposited with the Trustee pursuant to Section 401(1)(B); provided,
however, that, in no event shall the Company be discharged from (a) any
payment obligations in respect of Securities of such series which are deemed
not to be Outstanding under clause (iii) of the definition thereof if
such obligations continue to be valid obligations of the Company under
applicable law, (b) from any obligations under Section 607 or the
last paragraph of Section 1003, and (c) from any obligations under Section 305
and 306 (except that Securities of such series issued upon registration of
transfer or exchange or in lieu of mutilated, lost, destroyed or stolen
Securities shall not be obligations of the Company), and Section 701.


 


SECTION 402.                      Satisfaction
and Discharge of Indenture.


 


Upon compliance by the Company with the
provisions of Section 401 as to the satisfaction and discharge of each
series of Securities issued hereunder, this Indenture shall cease to be of any
further effect (except as otherwise provided herein).  Upon Company Request (and at the expense of
the Company), the Trustee shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture. 
In the event there are two or more Trustees hereunder, then the
effectiveness of any such instrument shall be conditioned upon receipt of such
instruments from all Trustees hereunder.


 


Notwithstanding the satisfaction and
discharge of this Indenture, any obligations of the Company under
Sections 305, 306, 607 and 701 and the last paragraph of Section 1003,
and of the Trustee under Sections 403 and 614 and the last two paragraphs
of Section 1003, shall survive.


 


24

















 


SECTION 403.                      Application
of Trust Money.


 


Subject to the provisions of the last two
paragraphs of Section 1003, all money and obligations deposited with the
Trustee pursuant to Section 401 shall be held irrevocably in trust and
shall be made under the terms of an escrow trust agreement in form and
substance satisfactory to the Trustee. 
Such money and obligations shall be applied by the Trustee, in
accordance with the provisions of the Securities, this Indenture and such
escrow trust agreement, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the persons entitled thereto, of the principal of (and premium,
if any) and interest, if any, on the Securities for the payment of which such
money and obligations have been deposited with the Trustee (but such money need
not be segregated from other funds except to the extent required by law).  If Securities of any series are to be
redeemed prior to their Stated Maturity, whether pursuant to any optional
redemption provisions or in accordance with any mandatory sinking fund
requirement, the Company shall make such arrangements as are satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company.


 


ARTICLE FIVE


 


REMEDIES


 


SECTION 501.                      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):


 


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


 


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


 


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


 


(4)           default in the performance, or breach, of
any covenant or warranty of the Company in this Indenture (other than a
covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of Securities
other than that series), and continuance of such default or breach for a period
of 90 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


 


25

















 


(5)           the entry by a court having jurisdiction in
the premises of a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of the whole or substantially all of its
property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 90 consecutive days; or


 


(6)           the commencement by the Company of a
voluntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or the consent by it to the
entry of a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by it of
a petition or answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by it to the filing of such
petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of
the Company or of the whole or substantially all of its property, or the making
by it of an assignment for the benefit of creditors, or the admission by it in
writing of its inability to pay its debts generally as they become due, or the
taking of corporate action by the Company in furtherance of any such action; or


 


(7)           a default under any mortgage, indenture
(including this Indenture) or instrument under which there may be issued or by
which there may be secured or evidenced any indebtedness for money borrowed of
the Company, whether such indebtedness now exists or shall hereafter be
created, which default shall have resulted in such indebtedness in an aggregate
principal amount exceeding $50,000,000 (except that such dollar amount shall not
apply with respect to a default with respect to Securities of any series),
becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable, without such acceleration having been
rescinded or annulled or such indebtedness having been discharged 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 percent in principal amount of the Outstanding
Securities of that series a written notice specifying such default and
requiring the Company to cause such acceleration to be rescinded or annulled or
such indebtedness to be discharged and stating that such notice is a “Notice of
Default” hereunder; provided, however, that subject to the provisions of
Sections 601 and 602, the Trustee shall not be deemed to have knowledge of
such default unless either (a) a Responsible Officer of the Trustee shall
have actual knowledge of such default or (b) the Trustee shall have
received written notice thereof from the Company, from any Holder, from the
holder of any such indebtedness or from the Trustee under any such mortgage,
indenture or other instrument; or


 


26

















 


(8)           any other Event of Default provided with
respect to the Securities of that series pursuant to Section 301 or in a
supplemental indenture.


 


SECTION 502.                      Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default with respect to
Securities of any series at the time Outstanding occurs and is continuing,
other than an Event of Default specified in Section 501(5) or Section 501(6),
then in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may declare the
principal amount (or, if the Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of that series) of all of the Securities of that series to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders). If an Event of Default specified in Section 501(5) or
Section 501(6) occurs and is continuing, the principal amount of the
Outstanding Securities of that series or, if the Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series, shall automatically become due and
payable. Upon any such acceleration the principal amount (or specified portion)
of the Securities of that series shall become immediately due and payable.


 


Upon payment of such amount, all obligations
of the Company in respect of the payment of principal of the Securities of such
series shall terminate.


 


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


 


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


 


(A)          all overdue interest, if any, on all
Securities of that series,


 


27

















 


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


 


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


 


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


 


(2)           all Events of Default with respect to
Securities of that series, other than the non-payment of the principal of
Securities of that series which have become due solely by such declaration of
acceleration, have been cured, or waived as provided in Section 513.


 


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


 


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


 


The Company covenants that if


 


(1)           default is made in the payment of any
interest on any Security of any series when such interest becomes 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 premium, if any, on) any Security of any series at the
Maturity thereof,


 


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


 


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


 


28

















 


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 by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.


 


SECTION 504.                      Trustee May File
Proofs of Claim.


 


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


 


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


 


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


 


and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 607.


 


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


 


 


29

















 


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


 


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


 


SECTION 506.                      Application
of Money Collected.


 


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


 


FIRST:  To the payment of all
amounts due the Trustee under Section 607;


 


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


 


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


 


SECTION 507.                      Limitation
on Suits.


 


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


 


(1)           An Event of Default shall have occurred and
be continuing with respect to the Securities of that series and such Holder
shall have previously given written notice thereof to the Trustee;


 


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


 


30

















 


(3)           such Holder or Holders have offered to the
Trustee indemnity 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 that series;


 


it being understood and intended that no one or more of such Holders
shall have any right in any manner whatever by virtue of, or by availing of,
any provision of this Indenture to affect, disturb or prejudice the rights of
any other Holder or to obtain or to seek to obtain priority or preference over
any other Holder or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all Holders of
Securities of such series.


 


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


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Section 307) interest, if any, on such Security on the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.


 


SECTION 509.                      Restoration
of Rights and Remedies.


 


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


 


SECTION 510.                      Rights and
Remedies Cumulative.


 


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


 


31

















 


SECTION 511.                      Delay or
Omission Not Waiver.


 


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


 


SECTION 512.                      Control by
Holders.


 


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, provided that


 


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


 


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


 


(3)           such direction is not unduly prejudicial to
the rights of other Holders, and


 


(4)           such direction would not involve the Trustee
in personal liability.


 


SECTION 513.                      Waiver of
Past Defaults.


 


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


 


(1)           in the payment of the principal of (or
premium, if any) or interest, if any (subject to the provisions of Section 502),
on any Security of such series, or


 


(2)           in respect of a covenant or provision hereof
which under Article Nine 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 the Securities of such series under this
Indenture; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.


 


32

















 


SECTION 514.                      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, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees at trial and on appeal, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Company, to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities
of any series, or to any suit instituted by any Holder for the enforcement of
the payment of the principal of (or premium, if any) or interest on any
Security on or after the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).


 


SECTION 515.                      Waiver of
Stay or Extension Laws.


 


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


 


ARTICLE SIX


 


THE TRUSTEE


 


SECTION 601.                      Certain
Duties and Responsibilities.


 


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


 


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


 


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


 


33














 


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


 


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


 


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


 


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


 


(3)           the Trustee
shall not be liable with respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Securities of any series, as
provided in Section 512, relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to the Securities of such series; and


 


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


 


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


 


SECTION 602.                      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, as their names and addresses appear
in the Security Register, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that
except in the case of a default in the payment of the principal of (or premium,
if any) or interest, if any, on any Security of such series, in the payment of
any sinking fund installment with respect to Securities of such series or in
the payment of the Redemption Price of any Securities as to which notice of
redemption has been given, 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 or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders of Securities of such series; and provided, further, that in the case
of any default of the character specified in Section 501(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof.


 


34

















 


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


 


SECTION 603.                      Certain Rights
of Trustee.


 


Subject
to the provisions of Section 601:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


35

















 


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


 


(i)            subject
to Section 601(b), the right of the Trustee to perform any discretionary act
enumerated in this Indenture shall not be construed as a duty, and the Trustee
shall not be answerable for other than its negligence or willful misconduct in
the performance of such act; and


 


(j)            the
Trustee shall not be required to give any bond or surety in respect of the
powers granted hereunder.


 


SECTION 604.                       Not
Responsible for Recitals or Issuance of Securities.


 


The
recitals contained herein and in the Securities, except certificates of
authentication, 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.  Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.


 


SECTION 605.                      May Hold
Securities.


 


The Trustee, any Authenticating Agent, any Paying Agent, the Security
Registrar or any other agent of the Company or the Trustee, in their individual
or any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 608 and 613, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.


 


SECTION 606.                      Money Held in
Trust.


 


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


 


SECTION 607.                      Compensation
and Reimbursement.


 


The Company agrees


 


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


 


(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 the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and


 


36

















 


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


 


To the extent not
inconsistent with the Trust Indenture Act, anything in this Indenture to the
contrary notwithstanding, in no event shall the Trustee be liable for any
special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action. 


 


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


 


SECTION 608.                      Disqualification;
Conflicting Interests.


 


If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.  To the extent permitted by the Trust
Indenture Act, the Trustee shall not be deemed to have a conflicting interest
by virtue of being a trustee under this Indenture with respect to Securities of
more than one series.


 


SECTION 609.                       Corporate
Trustee Required; Eligibility.


 


There shall at all times be a Trustee hereunder which shall be a
corporation or banking association organized and doing business under the Laws
of the United States, any State thereof or the District of Columbia, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 subject to supervision or examination by
Federal, State or District of Columbia authority.  If such corporation or banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  If at
any time the Trustee shall cease to be eligible in accordance with the
Provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.


 


SECTION 610.                      Resignation and
Removal; Appointment of Successor.


 


(a)           No resignation
or removal of the Trustee and no appointment of a successor Trustee or Trustees
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee or Trustees in accordance with the
applicable requirements of Section 611.


 


(b)           The Trustee may
resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. 
If the instrument of acceptance by a successor Trustee required by Section 611
shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.


 


37

















 


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


 


(d)           If at any time
the Trustee shall fail to comply with Section 608 after written request
therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, the Company by a Board Resolution
may remove the Trustee with respect to the Securities of such series or,
subject to Section 514, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to the Securities of
such series and the appointment of a successor Trustee.


 


(e)           If at any time:


 


(1)           the Trustee
shall cease to be eligible under Section 609 and shall fail to resign
after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
or


 


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


 


then,
in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514,
any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.


 


(f)            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 a Board Resolution, shall promptly appoint
a successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section 611.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company with respect to
such series.


 


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If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders of the Securities of such
series and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.


 


(g)           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 all Holders of
Securities of such series as their names and addresses appear in the Security
Register.  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.


 


SECTION 611.                      Acceptance of
Appointment by Successor.


 


(a)           In case of the
appointment hereunder of a successor Trustee with respect to all series of
Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges due pursuant to Section 607, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder subject to the lien provided in Section 607.


 


(b)           In case of the
appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such provisions
as shall be necessary or desirable to transfer and confirm to, and to vest in,
each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all series of 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 and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates,


 


39

















 


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


 


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


 


SECTION 612.                      Merger,
Conversion, Consolidation or Succession to Business.


 


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


 


SECTION 613.                      Preferential
Collection of Claims Against Company.


 


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


 


SECTION 614.                      Appointment of
Authenticating Agent.


 


At any time when any of the Securities remain Outstanding, the Trustee
may appoint an Authenticating Agent or Agents with respect to one or more
series of Securities which shall be authorized to act on behalf of the Trustee
to authenticate and deliver Securities of such series with respect to which it
has been so designated, and Securities so authenticated and delivered 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.


 


40

















 


Each Authenticating Agent shall be acceptable to the Company and shall at
all times be a bank or trust company or corporation organized and doing
business and in good standing under the laws of the United States, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal, State or
District of Columbia authority.  If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


Any Person into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any Person succeeding to the corporate agency or corporate
trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such Person 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 with respect to one or more series
of Securities at any time by giving written notice thereof to the Trustee and
to the Company.  The Trustee may at any
time terminate the agency of an Authenticating Agent with respect to one or
more series of Securities by giving written notice thereof to such
Authenticating Agent and to the Company. 
Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall mail written notice of such appointment by first-class mail, postage
prepaid, to all Holders of Securities of the series with respect to which such
Authenticating Agent will serve, as their names and addresses appear in the
Security Register.  Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent.  No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.


 


The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.  The provisions of Sections 104, 111,
603, 604 and 605 shall be applicable to any Authenticating Agent.


 


Pursuant to each appointment made under this Section, the Securities of
each series covered by such appointment may have endorsed thereon, in lieu of
the Trustee’s certificate of authentication, an alternate certificate of
authentication in substantially the following form:


 


41

















 


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


 


	
   

  	
  Wilmington Trust Company, as Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	 

	
   

  	
   

  	
  as Authenticating Agent

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By

  	
   

  	 

	
   

  	
   

  	
  Authorized Officer

  	 

						



 


ARTICLE
SEVEN


 


HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


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


 


The Company will furnish or cause to be furnished to the Trustee with
respect to the Securities of each series (a) semi-annually, either (i) not
later than June 30 and December 31 in each year in the case of
Original Issue Discount Securities which by their terms bear interest only
after Maturity, or (ii) not later than 15 days after each Regular
Record Date in the case of Securities of any other series, if and so long as
Securities of such series are Outstanding, and (b) at such other times as
the Trustee may request in writing, within 30 days after receipt by the
Company of such request, a list in such form as the Trustee may reasonably
require containing all the information in the possession or control of the
Company, or any of its Paying Agents other than the Trustee, as to the names
and addresses of the Holders obtained since the date as of which the next
previous list, if any, was furnished; provided, however, that any such list may
exclude names and addresses received by the Trustee in its capacity as Security
Registrar if it shall be so acting.  Any
such list may be dated as of a date not more than 15 days prior to the
time such information is furnished or caused to be furnished and need not
include information received after such date.


 


SECTION 702.                      Preservation of
Information; Communications to Holders.


 


(a)           The Trustee
shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names and addresses of
Holders received by the Trustee in its capacity as Security Registrar or Paying
Agent, if so acting.


 


The Trustee may (i) destroy any list furnished to it as provided
in Section 701 upon receipt of a new complete list so furnished, (ii) destroy
any information received by it as Paying Agent or Security Registrar (if so
acting) hereunder upon delivering to itself as Trustee, not earlier than
45 days after June 30 and December 31 of each year, a list
containing the names and addresses of the Holders obtained from such
information since the delivery of the next previous list, if any, and (iii) destroy
any list delivered to itself as Trustee which was compiled from information
received by it as Paying Agent or Security Registrar (if so acting) hereunder
upon the receipt of a new complete list so delivered.


 


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


 


(i)            afford such
applicants access to the information preserved at the time by the Trustee in
accordance with Section 702(a), or


 


(ii)           inform such
applicants as to the approximate number of Holders of Securities of such series
or all Securities as the case may be whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section 702(a),
and as to the approximate cost of mailing to such Holders the form of proxy or
other communication, if any, specified in such application.


 


If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall upon the written request of such applicants mail
to each Holder of Securities of such series or all Securities as the case may
be whose name and address appear in the information preserved at the time by
the Trustee in accordance with Section 702(a), a copy of the form of proxy
or other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material
to be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interest of the Holders of
Securities of such series or all Securities as the case may be or would be in
violation of applicable law.  Such
written statement shall specify the basis of such opinion.  If the Commission, after opportunity for a
hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections
so sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.


 


43

















 


(c)           Every Holder of
Securities, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee nor any Paving Agent nor the
Security Registrar nor any agent of any of them shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of Holders in accordance with Section 702(b), 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 702(b).


 


SECTION 703.                      Reports by
Trustee.


 


(a)           Within 60 days
after May 15 of each year commencing with the year 2009 if and so long as
any Securities are Outstanding hereunder, the Trustee shall transmit by mail to
all Holders, as their names and addresses appear in the Security Register, a
brief report dated as of such May 15 with respect to:


 


(1)            its
eligibility under Section 609 and its qualifications under Section 608,
or in lieu thereof, if to the best of its knowledge it has continued to be
eligible and qualified under said Sections, a written statement to such effect;


 


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


 


(3)           the amount,
interest rate and maturity date of all other indebtedness owing by the Company
(or by any other obligor on the Securities) to the Trustee in its individual
capacity, on the date of such report, with a brief description of any property
held as collateral security therefor, except an indebtedness based upon a
creditor relationship arising in any manner described in Section 613(b) (2),
(3), (4) or (6);


 


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


 


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


 


(6)           any action
taken by the Trustee in the performance of its duties hereunder which it has
not previously reported and which in its opinion materially affects the
Securities, except action in respect of a default, notice of which has been or
is to be withheld by the Trustee in accordance with Section 602.


 


44














 


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


 


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


 


SECTION 704.                      Reports by
Company.


 


The Company 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 by mail to all Holders, as their
names and addresses appear in the Security Register, within 30 days after
the filing thereof with the Trustee, 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.


 


45

















 


ARTICLE EIGHT


 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


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


 


The Company shall not consolidate with or
merge into any other corporation or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, and the Company shall
not permit any Person to consolidate with or merge into the Company or to
convey, transfer or lease its properties and assets substantially as an
entirety to the Company, unless:


 


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


 


(2)           immediately after giving effect to such
transaction and treating any indebtedness which becomes an obligation of the
Company or a Subsidiary as a result of such transaction as having been incurred
by the Company or the Subsidiary at the time of such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing;


 


(3)           if, as a result of any such consolidation or
merger or such conveyance, transfer or lease, Property of the Company would
become subject to a Lien which would not be permitted by Section 1005, the
Company or such successor corporation or Person, as the case may be, shall take
such steps as shall be necessary effectively to secure the Securities (together
with, if the Company shall so determine, any other indebtedness of the Company
then existing or thereafter created) equally and ratably with (or, at the
option of the Company, prior to) all indebtedness secured thereby; and


 


46

















 


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


 


SECTION 802.                      Successor
Corporation Substituted.


 


Upon any consolidation by the Company with or
merger by the Company into any other corporation or any conveyance, transfer or
lease of the properties and assets of the Company substantially as an entirety
in accordance with Section 801, the successor corporation formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor corporation had been named as the Company
herein, and thereafter, except in the case of a lease, the predecessor
corporation shall be relieved of all obligations and covenants under this Indenture
and the Securities, and may be dissolved and liquidated.  Such successor corporation thereupon may
cause to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee; and,
upon the order of such successor corporation, instead of the Company, and
subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Securities
which previously shall have been signed and delivered by the officers of the
Company to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose.  All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.


 


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


 


ARTICLE NINE


 


SUPPLEMENTAL INDENTURES


 


SECTION 901.                      Supplemental
Indentures Without Consent of Holders.


 


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


 


47

















 


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


 


(2)           to add to the covenants of the Company for
the benefit of the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included solely for the benefit
of such series) or to surrender any right or power herein conferred upon the
Company; provided, however, that in respect of any such additional covenant,
such supplemental indenture may provide for a particular period of grace after
default in the performance of such covenant (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such default or may limit the remedies available to
the Trustee upon such default; or


 


(3)           to add any additional Events of Default; or


 


(4)           to add to or change or eliminate any of the
provisions of this Indenture to such extent as shall be necessary to permit or
facilitate the issuance of Securities in bearer form, registrable or not
registrable as to principal, and with or without interest coupons; or


 


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


 


(6)           to secure the Securities pursuant to the
requirements of Section 1005 or otherwise; or


 


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


 


(8)           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 611(b); or


 


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


 


48

















 


SECTION 902.                      Supplemental
Indentures with Consent of Holders.


 


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


 


(1)           change the Stated Maturity of the principal
of, or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or modify the manner of determination of
the rate of interest thereon so as to affect adversely the interests of such
Holder 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 502, or change any Place of
Payment where, or the coin or currency in which, any Security or any premium or
the interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date), or


 


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


 


(3)           modify any of the provisions of this
Section, Section 513 or Section 1008, 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, provided, however, that this clause shall not be
deemed to require the consent of any Holder with respect to changes in the
references to the “Trustee” and concomitant changes in this Section and Section 1008,
or the deletion of this proviso, in accordance with the requirements of
Sections 611(b) and 901(8).


 


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


 


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The Trustee shall not enter into any such
supplemental indenture, unless the Trustee has received (a) an Opinion of
Counsel, to the effect that the execution of such proposed supplemental
indenture is authorized or permitted by the Indenture and (b) unless the
requisite consent was obtained, an Opinion of Counsel or an Officer’s
Certificate of the Company as to whether the interests of the Holders would be
materially and adversely affected thereby.


 


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


 


SECTION 903.                      Execution of
Supplemental Indentures.


 


In executing or accepting the additional
trusts created by any supplemental indenture permitted by this Article or
the modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to Section 601) 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
that such supplemental indenture, when executed and delivered by the Company,
will constitute a valid and binding obligation of the Company in accordance
with its terms.  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.


 


SECTION 904.                      Effect of
Supplemental Indentures.


 


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


 


SECTION 905.                      Conformity
with Trust Indenture Act.


 


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


 


SECTION 906.                      Reference in
Securities to Supplemental Indentures.


 


Securities of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article may,
and shall if required by the 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
Board of Directors, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee or any
Authenticating Agent in exchange for Outstanding Securities of such series.


 


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ARTICLE TEN


 


COVENANTS


 


SECTION 1001.                    Payment of
Principal, Premium and Interest.


 


The Company covenants and agrees that it will
duly and punctually pay the principal of (and premium, if any) and interest, if
any, on the Securities of each series in accordance with the terms of the
Securities of such series and this Indenture.


 


SECTION 1002.                    Maintenance of
Office or Agency.


 


The Company will cause to be maintained in
each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  With respect to the
Securities of any series such office or agency and each Place of Payment shall
be as specified as contemplated in Section 301.  In the absence of any such provisions with
respect to the Securities of any series (i) the Place of Payment for such
securities shall be the Borough of Manhattan, City of New York, New York, and (ii) such
office or agency in such Place of Payment shall be the Corporate Trust Office
of the Trustee therein.  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, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.


 


The Company may also from time to time
designate one or more other offices or agencies (in or outside the Borough of
Manhattan, City of New York, New York) 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 will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such office
or agency.


 


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


 


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


 


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


 


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


 


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


 


(2)            give the Trustee notice of any default by
the Company (or any other obligor upon the Securities of that series) in the
making of any payment of principal (and premium, if any) or interest, if any,
on the Securities of that 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 trusts as those upon which such sums
were held by the Company or such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money. 
Upon the satisfaction and discharge of the indebtedness in respect of
all Outstanding Securities of any series all sums then held by any Paying Agent
(other than the Trustee) in respect thereof shall, upon demand of the Company,
be repaid to it or paid to the Trustee, and thereupon such Paying Agent shall
be released from all further liability with respect to such money.


 


The Trustee and any Paying Agent shall
promptly pay to the Company upon Company Request any money or securities held
by them at any time in excess of amounts necessary to satisfy amounts payable
to the Holders, the Trustee and the Paying Agent.


 


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Any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of (and premium, if any) or interest, if any, on any Security of any
series and remaining unclaimed for two years after such principal (and premium,
if any) or interest, if any, has become due and payable shall, unless otherwise
required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Security shall, unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property law, 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 a newspaper published in the English language, customarily
published on each Business Day and of general circulation in each Place of
Payment with respect to Securities of such series, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be
repaid to the Company.


 


SECTION 1004.                     Corporate
Existence.


 


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


 


SECTION 1005.                    Limitation on
Liens.


 


After the first date of issuance of the
Securities of a series, the Company will not itself, and will not permit any
Subsidiary to, create, incur or suffer to exist, any Lien on any Property of
the Company or any Subsidiary securing any Restricted Debt, without effectively
providing that the Securities of such series (together with, if the Company
shall so determine, any other indebtedness of the Company or such Subsidiary
then existing or thereafter created) shall be secured equally and ratably with
(or, at the option of the Company, prior to) such secured Restricted Debt, so
long as such secured Restricted Debt shall be so secured, unless, after giving
effect thereto, the aggregate amount of all Restricted Debt of the Company and
its Subsidiaries secured by Liens on Property of the Company and its
Subsidiaries would not exceed 15% of Consolidated Assets; provided, however,
that this Section 1005 shall not apply to, and there shall be excluded
from Restricted Debt secured by Liens in any computation under this Section 1005,
Restricted Debt secured only by:


 


(1)           Liens on Property of, or on any shares of
capital stock of, any corporation existing at the time such corporation becomes
a Subsidiary;


 


(2)            Liens in favor of the Company or any
Subsidiary or Liens securing any indebtedness of a Subsidiary to the Company or
of the Company or a Subsidiary to a Subsidiary;


 


(3)           Liens in favor of any governmental body (or
surety for any governmental body) to secure progress, advance or other payments
pursuant to any contract or provision of any statute or rule of court;


 


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(4)            Liens of other creditors on Property repossessed in the
ordinary course of business which comprises collateral security for defaulted
indebtedness or additional liens created on any such Property for the purpose
of protecting the interest of the Company therein;


 


(5)           A banker’s Lien or other right of offset in
favor of any lender or other holder of Restricted Debt on money deposited with such lender or holder in the ordinary
course of business;


 


(6)           Liens on Property and rentals therefrom
existing at the time of acquisition thereof, or to secure the payment of all or
any part of the purchase price thereof or construction thereon or to secure any
Restricted Debt incurred prior to,
at the time of, or within 180 days after the later of the acquisition of
such Property or the completion of construction for the purpose of financing
all or any part of the purchase price thereof or construction thereon; or


 


(7)           Any extension, renewal or replacement (or
successive extensions, renewals or replacements), as a whole or in part, of any
Lien referred to in the foregoing clauses (1) through (6), inclusive;
provided, however, that such extension, renewal or replacement Lien shall be
limited to all or part of the same Property that secured the Lien extended,
renewed or replaced (plus improvements on such Property).


 


For purposes of this Section 1005, an “acquisition”
of Property shall include any transaction or series of transactions by which
the Company or a Subsidiary acquires, directly or indirectly, an interest, or
an additional interest (to the extent thereof), in such Property, including
without limitation an acquisition through merger or consolidation with, or an
acquisition of an interest in, a Person owning an interest in such Property.


 


SECTION 1006.                    Restriction on Sale and Leaseback Transactions.


 


The Company will not, and will
not permit any Subsidiary to, sell or transfer (except to the Company or one or
more Subsidiaries, or both) any Principal Property owned by it with the
intention of taking back a lease on such property except a lease for a period
not exceeding three years with the intent that the use by the Company or such
Subsidiary of such property will be discontinued on or before the expiration of
such period (herein referred to as a “Sale and Leaseback Transaction”) unless:


 


(1)           either the Company or such Subsidiary would be
entitled, pursuant to the provisions of Section 1005, to incur debt equal
in amount to the amount realized or to be realized upon such sale or transfer
secured by a mortgage on the property to be leased without equally and ratably
securing the Securities, or


 


54

















 


(2)           the Company or a Subsidiary shall apply an
amount equal to the value of the property so leased to the retirement, within
120 days after the effective date of any such arrangement, of indebtedness for money
borrowed by the Company or any Subsidiary (other than such indebtedness owed to
the Company or any Subsidiary) which was recorded as long term debt as of the
date of its creation and which, in the case of such indebtedness of the
Company, is not subordinate and junior in right of payment to the prior payment
of the Securities; provided, however, that the amount to be applied to the
retirement of such indebtedness shall be reduced by (i) the principal
amount of any Securities delivered within 120 days of the effective date of any
such arrangement to the Trustee for retirement and cancellation, and (ii) the
principal amount of such indebtedness, other than Securities, retired by the
Company or a Subsidiary within 120 days of the effective date of any such
arrangement.


 


Notwithstanding the foregoing,
no retirement referred to in the preceding clause (2) may be effected by
payment at maturity or pursuant to any mandatory prepayment provision.


 


The term “value” shall mean,
with respect to a Sale and Leaseback Transaction, as of any particular time,
the amount equal to the greater of (i) the net proceeds of the sale of the
property leased pursuant to such Sale and Leaseback Transaction or (ii) the
fair value of such property at the time of entering into such Sale and
Leaseback Transaction, as determined by the Board of Directors, in either case
divided first by the number of full years of the term of the lease and then
multiplied by the number of full years of such term remaining at the time of
determination, without regard to any renewal or extension options contained in
the lease.


 


SECTION 1007.                    Statement as
to Compliance.


 


The Company will deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company ending
after the date hereof, an Officers’ Certificate (which need not comply with Section 102),
stating as to each signer thereof that


 


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


 


(2)           as of the end of such year and at the date
of the Officers’ Certificate to the best of his knowledge, based on such
review, (a) the Company is not in default in the fulfillment of any of its
obligations under this Indenture, or specifying each such default known to him
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.


 


SECTION 1008.                    Waiver of
Certain Covenants.


 


The Company may omit in any particular
instance to comply with any covenant or condition set forth in
Sections 1002 to 1007, inclusive, with respect to the Securities of any
series if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of such series
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee with respect to any
such covenant or condition shall remain in full force and effect.


 


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ARTICLE ELEVEN


 


REDEMPTION OF SECURITIES


 


SECTION 1101.                    Applicability
of Article.


 


Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms
and (except as otherwise specified as contemplated by Section 301 for
Securities of any series) in accordance with this Article.


 


SECTION 1102.                    Election to
Redeem; Notice to Trustee.


 


The election of the Company to redeem any
Securities shall be evidenced by a Board Resolution.  In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall,
at least 60 days prior to the Redemption Date fixed by the Company (unless
a shorter notice, but not less than 30 days, shall be satisfactory to the
Trustee), notify the Trustee in writing of such Redemption Date and of the
principal amount of Securities of such series to be redeemed.  In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with
such restriction.


 


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


 


If less than all the Securities of any series
are to be redeemed, the particular Securities to be redeemed shall be selected
by the Trustee not more than 60 days prior to the Redemption Date, from
the Outstanding Securities of such series not previously called for redemption,
by lot, pro rata or by such other method as the Trustee shall be deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or
any integral multiple thereof) of the principal amount of Securities of such
series of a denomination larger than the minimum authorized denomination for Securities
of that series.  In any case where
Securities of such series are registered in the same name, the Trustee in its
discretion may treat the aggregate principal amount so registered as if it were
represented by one Security of such series. 
If the Securities of any series to be redeemed consist of Securities
having different Stated Maturities or different rates of interest (or methods
of computing interest), then the Company may, by written notice to the Trustee,
direct that the Securities of such series to be redeemed shall be selected from
among groups of such Securities having specified Stated Maturities or rates of
interest (or methods of computing interest) and the Trustee shall thereafter
select the particular Securities to be redeemed in the manner set forth above
from among the groups of such Securities so specified.


 


56














 


The Trustee shall promptly notify the Company
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 Security redeemed or to be redeemed
only in part, to the portion of the principal amount of such Security which has
been or is to be redeemed.


 


SECTION 1104.                    Notice of
Redemption.


 


Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 nor more than
60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at his address appearing in the Security Register.


 


All notices of redemption shall state:


 


(1)           the Redemption Date,


 


(2)           the Redemption Price,


 


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


 


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


 


(5)           the place or places where such Securities
are to be surrendered for payment of the Redemption Price, and


 


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


 


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.


 


SECTION 1105.                    Deposit of
Redemption Price.


 


Prior to any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money sufficient to pay the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest, if
any, on, all the Securities which are to be redeemed on that date.


 


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SECTION 1106.                    Securities
Payable on Redemption Date.


 


Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and
after such date (unless the Company shall default in the payment of the Redemption
Price and accrued interest, if any) such Securities shall cease to bear
interest.  Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest, if
any, to the Redemption Date; provided, however, that installments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.


 


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


 


SECTION 1107.                    Securities
Redeemed in Part.


 


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


 


ARTICLE TWELVE


 


SINKING FUNDS


 


SECTION 1201.                    Applicability
of Article.


 


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


 


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


 


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SECTION 1202.                    Satisfaction
of Sinking Fund Payments with Securities.


 


The Company (1) may deliver Outstanding
Securities of a series (other than any previously called for redemption) and (2) may
apply as a credit Securities of a series which have been redeemed (or called for
redemption and for which the Redemption Price, together with accrued interest,
if any, has been deposited pursuant to Section 1105), either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms
of such Securities, in each case in satisfaction of all or any part of any
mandatory sinking fund payment with respect to the Securities of such series as
provided for by the terms of such series; provided that such Securities have
not been previously so credited.  Such
Securities shall be received and credited for such purpose by the 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.


 


SECTION 1203.                    Redemption of
Securities for Sinking Fund.


 


Not less than 60 days prior to each
sinking fund payment date for any series of Securities, the Company will
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 Securities of that series pursuant to Section 1202
and the optional amount, if any, to be added in cash to the next ensuing
mandatory sinking fund payment, and will also deliver to the Trustee any Securities
to be so delivered.  If such Officers’
Certificate shall specify an optional amount to be added in cash to the next
ensuing mandatory sinking fund payment, the Company shall thereupon be
obligated to pay the amount therein specified. 
Not less than 30 days before each such sinking fund payment date
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104.  The Company shall deposit the amount of cash,
if any, required for such sinking fund payment in the manner provided in Section 1105.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.


 


* * *


 


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


 


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


 


	
   

  	
   

  	
  PACCAR INC

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  /s/ R. E. ARMSTRONG

  	 

	
   

  	
   

  	
   

  	
  Name: R. E. Armstrong

  	 

	
   

  	
   

  	
   

  	
  Title: Senior Vice President

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  /s/ R. E. EASTON

  	 

	
   

  	
   

  	
   

  	
  Name: R. E. Easton

  	 

	
   

  	
   

  	
   

  	
  Title: Treasurer

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  Attest:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  By:

  	
  /s/ BRUCE N. HOLLIDAY

  	
   

  	
   

  	 

	
   

  	
  Name: Bruce N. Holliday

  	
   

  	
  WILMINGTON TRUST COMPANY

  	 

	
   

  	
  Title: Assistant Secretary

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  /s/ MICHAEL G. OLLER JR.

  	 

	
   

  	
   

  	
   

  	
  Name: Michael G. Oller Jr.

  	 

	
   

  	
   

  	
   

  	
  Title: Assistant Vice President

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  Attest:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  By:

  	
  /s/ JOSHUA C. JONES

  	
   

  	
   

  
	
   

  	
  Name: Joshua C. Jones

  	
   

  	
   

  
	
   

  	
  Title: Financial Services Officer

  	
   

  	
   

  
							



 


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