EXHIBIT 4.1


 


 


JETBLUE
AIRWAYS CORPORATION,

as Issuer


 


 


and


 


 


[TRUSTEE],

as Trustee


 


 


INDENTURE


 


Dated
as of
               


 


 


DEBT
SECURITIES


 

















 


CROSS REFERENCE TABLE


Reconciliation
and tie between Trust Indenture Act of 1939 and Indenture


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  §
  310

  	
   

  	
  (a)(1)

  	
   

  	
  607(a)

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
  607(a)

  
	
   

  	
   

  	
  (b)

  	
   

  	
  604, 608(d)(1)

  
	
  §
  311

  	
   

  	
   

  	
   

  	
  101(a)(2), 604

  
	
  §
  312

  	
   

  	
  (a)

  	
   

  	
  701

  
	
   

  	
   

  	
  (c)

  	
   

  	
  701

  
	
  §
  313

  	
   

  	
   

  	
   

  	
  101

  
	
  §
  313

  	
   

  	
  (a)

  	
   

  	
  702

  
	
   

  	
   

  	
  (c)

  	
   

  	
  601, 702

  
	
  §
  314

  	
   

  	
  (a)

  	
   

  	
  703

  
	
   

  	
   

  	
  (a)(4)

  	
   

  	
  1005

  
	
   

  	
   

  	
  (c)(1)

  	
   

  	
  102

  
	
   

  	
   

  	
  (c)(2)

  	
   

  	
  102

  
	
   

  	
   

  	
  (e)

  	
   

  	
  102

  
	
  §
  315

  	
   

  	
  (a)

  	
   

  	
  303, 602

  
	
   

  	
   

  	
  (b)

  	
   

  	
  303, 601, 602

  
	
   

  	
   

  	
  (c)

  	
   

  	
  303, 602

  
	
   

  	
   

  	
  (d)

  	
   

  	
  303, 602

  
	
   

  	
   

  	
  (e)

  	
   

  	
  608(d)

  
	
  §
  316

  	
   

  	
  (a)
  (last sentence)

  	
   

  	
  101

  
	
   

  	
   

  	
  (a)(1)(A)

  	
   

  	
  502, 512

  
	
   

  	
   

  	
  (a)(1)(B)

  	
   

  	
  513

  
	
   

  	
   

  	
  (b)

  	
   

  	
  508

  
	
   

  	
   

  	
  (c)

  	
   

  	
  104(e)

  
	
  §
  317

  	
   

  	
  (a)(1)

  	
   

  	
  503

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
  504

  
	
  §
  318

  	
   

  	
  (a)

  	
   

  	
  111

  
	
   

  	
   

  	
  (c)

  	
   

  	
  111

  



 












NOTE:           
This cross-reference table shall not, for any
purpose, be deemed to be a part of the Indenture.


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE ONE

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS
  AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  
	
   

  	
   

  
	
  SECTION 101.
  Definitions

  	
   

  
	
  SECTION 102.
  Compliance Certificates and Opinions

  	
   

  
	
  SECTION 103.
  Form of Documents Delivered to Trustee

  	
   

  
	
  SECTION 104. Acts
  of Holders

  	
   

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

  	
   

  
	
  SECTION 106.
  Notice to Holders; Waiver

  	
   

  
	
  SECTION 107.
  Effect of Headings and Table of Contents

  	
   

  
	
  SECTION
  108. Successors and Assigns

  	
   

  
	
  SECTION
  109. Separability Clause

  	
   

  
	
  SECTION
  110. Benefits of Indenture

  	
   

  
	
  SECTION 111.
  Governing Law

  	
   

  
	
  SECTION 112. Legal
  Holidays

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  TWO

  	
   

  
	
   

  	
   

  
	
  SECURITIES FORMS

  	
   

  
	
   

  	
   

  
	
  SECTION
  201. Forms of Securities

  	
   

  
	
  SECTION
  202. Form of Trustee’s Certificate of Authentication

  	
   

  
	
  SECTION 203.
  Securities Issuable in Global Form

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  THREE

  	
   

  
	
   

  	
   

  
	
  THE SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 301.
  Amount Unlimited; Issuable in Series

  	
   

  
	
  SECTION 302.
  Denominations

  	
   

  
	
  SECTION 303. Execution,
  Authentication, Delivery and Dating

  	
   

  
	
  SECTION
  304. Temporary Securities

  	
   

  
	
  SECTION 305.
  Registration, Registration of Transfer and Exchange

  	
   

  
	
  SECTION 306. Mutilated,
  Destroyed, Lost and Stolen Securities

  	
   

  
	
  SECTION
  307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset

  	
   

  
	
  SECTION 308. Optional
  Extension of Maturity

  	
   

  
	
  SECTION
  309. Persons Deemed Owners

  	
   

  
	
  SECTION 310. Cancellation

  	
   

  
	
  SECTION
  311. Computation of Interest

  	
   

  
	
  SECTION
  312. Currency and Manner of Payments in Respect of Securities

  	
   

  
	
  SECTION
  313. Appointment and Resignation of Successor Exchange Rate Agent

  	
   

  
	
  SECTION 314. CUSIP
  Numbers

  	
   

  



 

















 


	
  ARTICLE
  FOUR

  	
   

  
	
   

  	
   

  
	
  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  
	
  SECTION 401.
  Satisfaction and Discharge of Indenture

  	
   

  
	
  SECTION 402. Application of
  Trust Funds

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  FIVE

  	
   

  
	
   

  	
   

  
	
  REMEDIES

  	
   

  
	
   

  	
   

  
	
  SECTION 501.
  Events of Default

  	
   

  
	
  SECTION
  502. Acceleration of Maturity; Rescission and Annulment

  	
   

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

  	
   

  
	
  SECTION 504. Trustee
  May File Proofs of Claim

  	
   

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

  	
   

  
	
  SECTION 506. Application
  of Money Collected

  	
   

  
	
  SECTION
  507. Limitation on Suits

  	
   

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

  	
   

  
	
  SECTION 509. Restoration
  of Rights and Remedies

  	
   

  
	
  SECTION 510. Rights and
  Remedies Cumulative

  	
   

  
	
  SECTION 511. Delay or
  Omission Not Waiver

  	
   

  
	
  SECTION 512. Control
  by Holders of Securities

  	
   

  
	
  SECTION
  513. Waiver of Past Defaults

  	
   

  
	
  SECTION 514. Waiver of
  Stay or Extension Laws

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  SIX

  	
   

  
	
   

  	
   

  
	
  THE
  TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION
  601. Notice of Defaults

  	
   

  
	
  SECTION
  602. Certain Rights of Trustee

  	
   

  
	
  SECTION
  603. Not Responsible for Recitals or Issuance of Securities

  	
   

  
	
  SECTION
  604. May Hold Securities

  	
   

  
	
  SECTION
  605. Money Held in Trust

  	
   

  
	
  SECTION 606.
  Compensation and Reimbursement

  	
   

  
	
  SECTION 607. Corporate
  Trustee Required; Eligibility

  	
   

  
	
  SECTION
  608. Resignation and Removal; Appointment of Successor

  	
   

  
	
  SECTION 609.
  Acceptance of Appointment by Successor

  	
   

  
	
  SECTION 610. Merger, Conversion,
  Consolidation or Succession to Business

  	
   

  
	
  SECTION 611.
  Appointment of Authenticating Agent

  	
   

  



 


ii

















 


	
  ARTICLE
  SEVEN

  	
   

  
	
   

  	
   

  
	
  HOLDERS’
  LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  
	
   

  	
   

  
	
  SECTION
  701. Disclosure of Names and Addresses of Holders

  	
   

  
	
  SECTION
  702. Reports by Trustee

  	
   

  
	
  SECTION
  703. Reports by Company

  	
   

  
	
  SECTION 704.
  Calculation of Original Issue Discount

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  EIGHT

  	
   

  
	
   

  	
   

  
	
  CONSOLIDATION,
  MERGER, CONVEYANCE OR TRANSFER

  	
   

  
	
   

  	
   

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

  	
   

  
	
  SECTION 802. Successor
  Person Substituted

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  NINE

  	
   

  
	
   

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
  SECTION
  901. Supplemental Indentures Without Consent of Holders

  	
   

  
	
  SECTION
  902. Supplemental Indentures with Consent of Holders

  	
   

  
	
  SECTION 903.
  Execution of Supplemental Indentures

  	
   

  
	
  SECTION 904. Effect
  of Supplemental Indentures

  	
   

  
	
  SECTION 905.
  Conformity with Trust Indenture Act

  	
   

  
	
  SECTION
  906. Reference in Securities to Supplemental Indentures

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  TEN

  	
   

  
	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  
	
  SECTION
  1001. Payment of Principal, Premium and Interest

  	
   

  
	
  SECTION 1002.
  Maintenance of Office or Agency

  	
   

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

  	
   

  
	
  SECTION
  1004. Additional Amounts

  	
   

  
	
  SECTION 1005. Statement as
  to Compliance

  	
   

  
	
  SECTION 1006. Waiver of
  Certain Covenants

  	
   

  
	
  SECTION
  1007. Corporate Existence

  	
   

  
	
  SECTION 1008. Insurance

  	
   

  
	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
   

  
	
   

  	
   

  
	
  REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION
  1101. Applicability of Article

  	
   

  
	
  SECTION
  1102. Election to Redeem; Notice to Trustee

  	
   

  
	
  SECTION
  1103. Selection by Trustee of Securities to Be Redeemed

  	
   

  
	
  SECTION
  1104. Notice of Redemption

  	
   

  



 


iii

















 


	
  SECTION 1105. Deposit of
  Redemption Price

  	
   

  
	
  SECTION 1106. Securities
  Payable on Redemption Date

  	
   

  
	
  SECTION 1107. Securities
  Redeemed in Part

  	
   

  
	
   

  	
   

  
	
  ARTICLE TWELVE

  	
   

  
	
   

  	
   

  
	
  SINKING
  FUNDS

  	
   

  
	
   

  	
   

  
	
  SECTION 1201.
  Applicability of Article

  	
   

  
	
  SECTION
  1202. Satisfaction of Sinking Fund Payments with Securities

  	
   

  
	
  SECTION 1203.
  Redemption of Securities for Sinking Fund

  	
   

  
	
   

  	
   

  
	
  ARTICLE THIRTEEN

  	
   

  
	
   

  	
   

  
	
  REPAYMENT AT THE
  OPTION OF HOLDERS

  	
   

  
	
   

  	
   

  
	
  SECTION 1301.
  Applicability of Article

  	
   

  
	
  SECTION
  1302. Repayment of Securities

  	
   

  
	
  SECTION
  1303. Exercise of Option

  	
   

  
	
  SECTION
  1304. When Securities Presented for Repayment Become Due and Payable

  	
   

  
	
  SECTION
  1305. Securities Repaid in Part

  	
   

  
	
   

  	
   

  
	
  ARTICLE FOURTEEN

  	
   

  
	
   

  	
   

  
	
  DEFEASANCE AND
  COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

  
	
  SECTION
  1401. Applicability of Article; Company’s Option to Effect Defeasance or
  Covenant Defeasance

  	
   

  
	
  SECTION
  1402. Defeasance and Discharge

  	
   

  
	
  SECTION
  1403. Covenant Defeasance

  	
   

  
	
  SECTION
  1404. Conditions to Defeasance or Covenant Defeasance

  	
   

  
	
  SECTION
  1405. Deposited Money and Government Obligations to Be Held in Trust; Other
  Miscellaneous Provisions

  	
   

  
	
  SECTION 1406.
  Reinstatement

  	
   

  
	
   

  	
   

  
	
  ARTICLE FIFTEEN

  	
   

  
	
   

  	
   

  
	
  MEETINGS OF HOLDERS
  OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 1501.
  Purposes for Which Meetings May Be Called

  	
   

  
	
  SECTION 1502. Call, Notice and Place
  of Meetings

  	
   

  
	
  SECTION 1503.
  Persons Entitled to Vote at Meetings

  	
   

  
	
  SECTION 1504. Quorum; Action

  	
   

  
	
  SECTION 1505.
  Determination of Voting Rights; Conduct and Adjournment of Meetings

  	
   

  
	
  SECTION
  1506. Counting Votes and Recording Action of Meetings

  	
   

  



 


iv

















 


ACKNOWLEDGMENTS


EXHIBIT A - FORMS OF CERTIFICATION


 


v

















 


INDENTURE,
dated as of
                    ,
between JetBlue Airways Corporation, a Delaware corporation (the “Company”),
having its principal office at 118-29 Queens Boulevard, Forest Hills, New York
11375, and [TRUSTEE], a [STATE] banking corporation (the “Trustee”),
having its Corporate Trust Office at [ADDRESS].


 


RECITALS OF THE COMPANY


 


WHEREAS,
the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its debt securities (the “Securities”),
issuable as provided in this Indenture, and all things necessary to make this
Indenture a valid agreement of the Company, in accordance with its terms, have
been done; and


 


WHEREAS,
this Indenture will be subject to, and governed by, the provisions of the Trust
Indenture Act of 1939, as amended, that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


Each
party agrees as follows for the benefit of the other party and for the equal
and ratable benefit of the Holders of the Securities and coupons:


 


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, and the terms “cash transaction” and “self-liquidating paper”, as used
in TIA Section 311, shall have the meanings assigned to them in the rules of
the Commission adopted under the Trust Indenture Act;


 


(3)          
all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles;


 


(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; and


 


(5)          
certain terms, used principally in Article Three, Article Five, Article Six and
Article Ten, are defined in those Articles.


 

















 


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


 


“Additional
Amounts” means any additional amounts which are required by a Security or
by or pursuant to a Board Resolution, under circumstances specified therein, to
be paid by the Company in respect of certain taxes imposed on certain Holders
and which are owing to such Holders.


 


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


 


“Authenticating
Agent” means any authenticating agent appointed by the Trustee pursuant to
Section 611.


 


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


 


“Bankruptcy
Law” has the meaning specified in Section 501.


 


“Bearer
Security” means any Security established pursuant to Section 201 which is
payable to bearer.


 


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


 


“Board
Resolution” means a copy of a resolution that is delivered to the Trustee,
certified by the Secretary or an Assistant Secretary of the Company (i) to have
been duly adopted by the Board of Directors or by (a) any subcommittee
thereof that has, or (b) any one or more Officers who have, been delegated
the authority of the Board of Directors to approve the terms of the relevant
Securities, and (ii) to be in full force and effect on the date of such
certification.


 


“Business
Day” means, when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, unless
otherwise specified with respect to any Securities pursuant to Section 301,
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment or particular location are
authorized or obligated by law or executive order to close.


 


2

















 


“Capital
Stock” means, with respect to any corporation, any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) stock issued by that
corporation.


 


“Clearstream”
means Clearstream Banking, société anonyme, and any successor thereto.


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Company”
means the Person named as the “Company” in the first paragraph of this
Indenture until a successor replaces it pursuant to the applicable provisions
of this Indenture and, thereafter, “Company” shall mean such successor or
successors.  The foregoing sentence shall likewise apply to any subsequent
such successor or successors.


 


“Company
Request” and “Company Order” means a written request or order signed
in the name of the Company by any two Officers.


 


“Conversion
Date” has the meaning specified in Section 312(d).


 


“Conversion
Event” means the cessation of use of a Foreign Currency both by the
government of one or more countries or by any recognized union, association or
confederation of governments that issued such currency and for the settlement
of transactions by a central bank or other public institutions of or within the
international banking community.


 


“Corporate
Trust Office” means the principal office of the Trustee at which at any
time its corporate trust business shall be administered, which office at the
date hereof is located at [ADDRESS], Attention: 
[     ], or such other address as the Trustee may
designate from time to time by notice to the Holders and the Company, or the
principal corporate trust office of any successor Trustee (or such other
address as a successor Trustee may designate from time to time by notice to the
Holders and the Company).


 


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


 


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


 


“Currency”
means any currency or currencies, composite currency or currency unit or
currency units, including, without limitation, the Euro, issued by the government
of one or more countries or by any reorganized confederation or association of
such governments.


 


“Custodian”
has the meaning specified in Section 501.


 


“Default”
means any event which is, or after notice or passage of time or both would be,
an Event of Default.


 


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


 


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


 


3

















 


“Election
Date” has the meaning specified in Section 312(h).


 


“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear System, and any
successor thereto.


 


“Event
of Default” has the meaning specified in Article Five.


 


“Exchange
Rate Agent” means, with respect to Securities of any series, unless
otherwise specified with respect to any Securities pursuant to Section 301, a
New York clearing house bank designated pursuant to Section 301 or Section 313.


 


“Exchange
Rate Officer’s Certificate” means a certificate setting forth (i) the
applicable Market Exchange Rate or the applicable bid quotation and (ii) the
Dollar or Foreign Currency amounts of principal (and premium, if any) and
interest, if any (on an aggregate basis and on the basis of a Security having
the lowest denomination principal amount determined in accordance with Section
302 in the relevant currency or currency unit), payable with respect to a
Security of any series on the basis of such Market Exchange Rate or the
applicable bid quotation signed by any Officer of the Company.


 


“Foreign
Currency” means any Currency, including, without limitation, the Euro,
issued by the government of one or more countries other than the United States
or by any recognized union, confederation or association of such governments.


 


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


 


“Holder”
means, in the case of a Registered Security, the Person in whose name a
Security is registered in the Security Register and, in the case of a Bearer
Security, the bearer thereof and, when used with respect to any coupon, shall
mean the bearer thereof.


 


“Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, and shall include the terms
of particular series of Securities established as contemplated by Section 301
and the provisions of the Trust Indenture Act that are deemed to be a part
hereof.


 


4

















 


“Indexed
Security” means a Security as to which all or certain interest payments
and/or the principal amount payable at Maturity are determined by reference to
prices, changes in prices, or differences between prices, of securities,
Currencies, intangibles, goods, articles or commodities or by such other
objective price, economic or other measures as are specified pursuant to
Section 301 hereof.


 


“interest”
means, when used with respect to an Original Issue Discount Security which by
its terms bears interest only after Maturity, interest payable after Maturity,
and, when used with respect to a Security which provides for the payment of
Additional Amounts pursuant to Section 1004, includes such Additional Amounts.


 


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


 


“Market
Exchange Rate” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, (i) for any conversion involving a Currency unit on
the one hand and Dollars or any Foreign Currency on the other, the exchange
rate between the relevant Currency unit and Dollars or such Foreign Currency
calculated by the method specified pursuant to Section 301 for the Securities
of the relevant series, (ii) for any conversion of Dollars into any Foreign
Currency, the noon buying rate for such Foreign Currency for cable transfers
quoted in New York City as certified for customs purposes by the Federal
Reserve Bank of New York and (iii) for any conversion of one Foreign Currency
into Dollars or another Foreign Currency, the spot rate at noon local time in
the relevant market at which, in accordance with normal banking procedures, the
Dollars or Foreign Currency into which conversion is being made could be
purchased with the Foreign Currency from which conversion is being made from
major banks located in either New York City, London or any other principal
market for Dollars or such purchased Foreign Currency, in each case determined
by the Exchange Rate Agent.  Unless otherwise specified with respect to
any Securities pursuant to Section 301, in the event of the unavailability of
any of the exchange rates provided for in the foregoing clauses (i), (ii) and
(iii), the Exchange Rate Agent shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York
as of the most recent available date, or quotations from one or more major
banks in New York City, London or other principal market for such currency
or  currency unit in question, or such other quotations as the Exchange
Rate Agent shall deem appropriate.  Unless otherwise specified by the
Exchange Rate Agent, if there is more than one market for dealing in any
Currency or Currency unit by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such currency or currency unit
shall be that upon which a nonresident issuer of securities designated in such
Currency or Currency unit would purchase such Currency or Currency unit in
order to make payments in respect of such securities.


 


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


 


“Officer”
means the Chairman of the Board of Directors, the Vice Chairman of the Board of
Directors, the Chief Executive Officer, the President, any Executive Vice
President, 


 


5

















 


any Senior Vice
President, any Vice President, the Treasurer or the Secretary or any Assistant
Treasurer or Assistant Secretary of the Company.


 


“Officers’
Certificate” means a written certificate signed in the name of the Company
by any two Officers, and delivered to the Trustee.


 


“Opinion
of Counsel” means a written opinion of legal counsel, who may be an
employee of, or counsel to, the Company or the Trustee.


 


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


 


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


 


(i)           
Securities cancelled by the Trustee or delivered to the Trustee for
cancellation pursuant to the terms of this Indenture;


 


(ii)          
Securities, or portions thereof, for whose payment or redemption or repayment
at the option of the Holder money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Company) in
trust or set aside and segregated in trust by the Company (if the Company shall
act as its own Paying Agent) for the Holders of such Securities and any coupons
appertaining thereto, provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefore satisfactory to the Trustee has been made;


 


(iii)         
Securities, except to the extent provided in Sections 1402 and 1403, with
respect to which the Company has effected defeasance and/or covenant defeasance
as provided in Article Fourteen; and


 


(iv)         
Securities which have been paid pursuant to Section 306, or Securities which have
been exchanged for other Securities which 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 protected purchaser (as defined in the Uniform
Commercial Code) 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 the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for
such purpose shall be equal to the amount of principal thereof that would be
(or shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign


 


6

















 


Currency that may be counted
in making such determination or calculation and that shall be deemed
Outstanding for such purpose shall be equal to the Dollar equivalent,
determined as of the date such Security is originally issued by the Company as
set forth in an Exchange Rate Officer’s Certificate delivered to the Trustee,
of the principal amount (or, in the case of an Original Issue Discount Security
or Indexed Security, the Dollar equivalent as of such date of original issuance
of the amount determined as provided in clause (i) above or (iii) below,
respectively) of such Security, (iii) the principal amount of any Indexed
Security that may be counted in making such determination or calculation and
that shall be deemed outstanding for such purpose shall be equal to the principal
face amount of such Indexed Security at original issuance, unless otherwise
provided with respect to such Security pursuant to Section 301, and (iv)
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 making such calculation or in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded.  Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee’s right to so 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.


 


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


 


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


 


“Place
of Payment” means, when used with respect to the Securities of any series,
the place or places where the principal of (and premium, if any) and interest,
if any, on such Securities are payable as specified and as contemplated by or
pursuant to Sections 301 and 1002.


 


“Predecessor
Security” means, when used with respect to any particular Security, 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
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security, or
a Security to which a mutilated, destroyed, lost or stolen coupon appertains,
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security or the Security to which the mutilated, destroyed, lost or stolen
coupon appertains.


 


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


 


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


 


7

















 


“Registered
Security” shall mean any Security which is registered in the Security
Register.


 


“Regular
Record Date” for the interest payable on any Interest Payment Date on the
Registered Securities of any series means the date specified for that purpose
as contemplated by Section 301, whether or not a Business Day.


 


“Repayment
Date” means, when used with respect to any Security to be repaid at the
option of the Holder, the date fixed for such repayment by or pursuant to this
Indenture.


 


“Repayment
Price” means, when used with respect to any Security to be repaid at the
option of the Holder, the price at which it is to be repaid by or pursuant to
this Indenture.


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer of the
Trustee with direct responsibility for the administration of this Indenture and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.


 


“Security”
or “Securities” has the meaning stated in the recitals of this Indenture
and, more particularly, means any Security or Securities of any series
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 on the Registered
Securities of any series means a date fixed by the Trustee pursuant to Section
307.


 


“Stated
Maturity” means, when used with respect to any Security or any installment
of principal thereof or interest thereon, the date specified in such Security
or a coupon representing such installment of interest as the fixed date on
which the principal of such Security or such installment of principal or
interest thereon is due and payable, as such date may be extended pursuant to
the provisions of Section 308.


 


“Trust
Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in
force at the date as of which this Indenture was executed, except as provided
in Section 905; provided, however, that in the event the Trust
Indenture Act is amended after such date, “Trust Indenture Act” or “TIA” means,
to the extent required by any such amendment, the Trust Indenture Act of 1939
as so amended.


 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this
Indenture until one or more successors replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean each such
successor.  The foregoing sentence shall likewise apply to any subsequent
such successor or successors.


 


“United
States” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, the United States of America (including the states and
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.


 


8

















 


“United
States person” means, unless otherwise specified with respect to any
Securities pursuant to Section 301, an individual who is a citizen or resident
of the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or an estate or trust the
income of which is subject to United States federal income taxation regardless
of its source.


 


“Valuation
Date” has the meaning specified in Section 312(c).


 


“Yield
to Maturity” means the yield to maturity, computed at the time of issuance
of a Security (or, if applicable, at the most recent redetermination of
interest on such Security) and as set forth in such Security in accordance with
generally accepted United States bond yield computation principles.


 


SECTION 102.  Compliance Certificates and Opinions. 
(a)  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 such action is authorized or permitted by this Indenture and that all
such conditions precedent, if any, have been complied with; and, except in the
case of any such application or request as to which the furnishing of 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.


 


(b)          
Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than pursuant to Section 1005)
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. 
(a)  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 as 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.


 


9

















 


(b)          
Any certificate or opinion of an officer of the Company may be based, insofar
as it relates to legal matters, upon an Opinion of Counsel, or a certificate or
representations by counsel.  Any such Opinion of Counsel or certificate or
representations 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.


 


(c)          
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 of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing.  If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of Securities of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article Fifteen, or a combination of such
instruments and any such record.  Except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company.  Such instrument or instruments
and any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments or so voting at any such meeting.  Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and 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.  The record of any meeting of Holders of Securities shall be
proved in the manner provided in Section 1506.


 


(b)          
The fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may be proved in any manner that
the Trustee deems reasonably sufficient.


 


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


 


(d)          
The ownership of Bearer Securities may be proved by the production of such
Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. 
The Trustee and the Company may assume that such ownership of any Bearer
Security continues until (1) another certificate or


 


10

















 


affidavit
bearing a later date issued in respect of the same Bearer Security is produced,
or (2) such Bearer Security is produced to the Trustee by some other Person, or
(3) such Bearer Security is surrendered in exchange for a Registered Security,
or (4) such Bearer Security is no longer Outstanding.  The ownership of
Bearer Securities may also be proved in any other manner that the Trustee deems
sufficient.


 


(e)          
If the Company shall solicit from the Holders of Registered Securities any
request, demand, authorization, direction, notice, consent, waiver or other
action or Act, the Company may, at its option, in or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other action or Act, but the Company shall have no obligation
to do so.  Notwithstanding TIA Section 316(c), such record date shall be
the record date specified in or pursuant to such Board Resolution, which shall
be a date not earlier than the date 30 days prior to the first solicitation of
Holders generally in connection therewith and not later than the date such
solicitation is completed.  If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other action or
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 action or 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 eleven months after the record date.


 


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


 


SECTION 105.  Notices, etc., to Trustee and Company. 
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 it at the
address of its principal office specified in the first paragraph of this
Indenture or at any other address previously furnished in writing to the
Trustee by the Company.


 


11

















 


SECTION 106.  Notice to Holders; Waiver. 
(a)  Where this Indenture provides for notice of any event to Holders of
Registered Securities by the Company or the Trustee, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each such 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 of Registered
Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein.  Any notice mailed to a Holder in the manner
herein prescribed shall be conclusively deemed to have been received by such
Holder, whether or not such Holder actually receives such notice.


 


(b)          
If by reason of the suspension of or irregularities in regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification to Holders of Registered Securities as shall be
made in a manner approved by the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.


 


(c)          
Except as otherwise expressly provided herein or otherwise specified with
respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given if published in an Authorized Newspaper in The City
of New York and in such other city or cities as may be specified in such
Securities on a Business Day, such publication to be not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice.  Any such notice shall be deemed to have been given on the date of
such publication or, if published more than once, on the date of the first such
publication.


 


(d)          
If by reason of the suspension of publication of any Authorized Newspaper or
Authorized Newspapers or by reason of any other cause it shall be impracticable
to publish any notice to Holders of Bearer Securities as provided above, then
such notification to Holders of Bearer Securities as shall be given in a manner
approved by of the Trustee, which notice shall constitute sufficient notice to
such Holders for every purpose hereunder.  Neither the failure to give
notice by publication to Holders of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.


 


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


 


(f)           
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 deemed the equivalent of notice
given.  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.


 


12

















 


SECTION 107.  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 108.  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 109.  Separability Clause. 
In case any provision in this Indenture or in any Security or coupon shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 110.  Benefits of Indenture. 
Nothing in this Indenture or in the Securities or coupons, express or implied,
shall give to any Person (including any Security Registrar, any Paying Agent,
any Authenticating Agent and their successors hereunder), other than the
parties hereto, any benefit or any legal or equitable right, remedy or claim
under this Indenture.


 


SECTION 111.  Governing Law.  This Indenture
and the Securities and coupons shall be governed by and construed in accordance
with the law of the State of New York, without regard to principles of
conflicts of laws.  This Indenture is subject to the provisions of the
Trust Indenture Act that are required to be part of this Indenture and shall,
to the extent applicable, be governed by such provisions.


 


SECTION 112.  Legal Holidays.  In any case
where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity of any Security shall not be a
Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or any Security or coupon, other than a provision in the
Securities of any series established pursuant to Section 301 hereof which
specifically states that such provision shall apply in lieu of this Section),
payment of principal (or premium, if any) or interest, 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, Repayment Date or sinking fund
payment date, or at the Stated Maturity or Maturity; provided that no
interest shall accrue on the amount so paid for the period from and after such
Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment
date, Stated Maturity or Maturity, as the case may be.


 


ARTICLE TWO


 


SECURITIES FORMS


 


SECTION 201.  Forms of Securities. 
The Registered Securities, if any, of each series and the Bearer Securities, if
any, of each series and the related coupons shall be in substantially the forms
as shall be established in one or more indentures supplemental hereto or
approved from time to time by or pursuant to a Board Resolution in accordance
with Section 301, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements


 


13

















 


placed thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or with any rule
or regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Securities may be listed, or to conform to usage.


 


Unless
otherwise specified as contemplated by Section 301, Bearer Securities shall
have interest coupons attached.


 


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


 


Any
form of Security approved by or pursuant to a Board Resolution must be
acceptable as to form to the Trustee, such acceptance to be evidenced by the
Trustee’s authentication of Securities in that form or a certificate signed by
a Responsible Officer of the Trustee and delivered to the Company.


 


SECTION 202.  Form of Trustee’s Certificate of
Authentication. 
Subject to Section 611, the Trustee’s certificate of authentication shall be in
substantially the following form:


 


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


 


	
   

  	
  [TRUSTEE] 

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:
  

  	
   

  	
   

  	
  By:
  

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


SECTION 203.  Securities Issuable in Global Form. 
If Securities of a series are issuable in global form, as specified and
contemplated by Section 301, then, notwithstanding clause (8) of Section 301
and the provisions of Section 302, any such Security in global form shall
represent the Outstanding Securities of such series as shall be specified in
such Security, and may provide that it shall represent the aggregate amount of
Outstanding Securities of such series from time to time endorsed thereon, and
that the aggregate amount of Outstanding Securities of such series represented
by such Security in global form may from time to time be increased or decreased
to reflect exchanges.  Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303
or 304.  Subject to the provisions of Section 303 and, if


 


14

















 


applicable, Section 304,
the Trustee shall deliver and redeliver any Security in permanent global form
in the manner and upon instructions given by the Person or Persons specified
therein or in the applicable Company Order.  If a Company Order pursuant
to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement, delivery or redelivery
of a Security in global form shall be in writing but need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel.


 


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


 


Notwithstanding
the provisions of Section 307, unless otherwise specified as contemplated by
Section 301, payment of principal of (and premium, if any) and interest, if
any, on any Security in permanent global form shall be made to the Person or
Persons specified in such Security in global form.


 


Notwithstanding
the provisions of Section 309 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the
Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a permanent global Security (i) in the case of a
permanent global Security in registered form, the Person in whose name such
Security is registered in the Security Register, or (ii) in the case of a
permanent global Security in bearer form, Euroclear or Clearstream.


 


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


 


There
shall be established in one or more Board Resolutions or pursuant to authority
granted by one or more Board Resolutions and, subject to Section 303, set
forth, or determined in the manner provided, in an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series, any or all of the following, as
applicable (each of which, except for the matters set forth in clauses (1), (2)
and (15) below, if so provided, may be determined from time to time by the
Company with respect to unissued Securities of the series when issued from time
to time):


 


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


 


15

















 


(2)          
any limit upon the aggregate principal amount of the Securities of the series
that 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, 1107 or 1305);


 


(3)          
the date or dates, or the method by which such date or dates will be determined
or extended, on which the principal of the Securities of the series shall be
payable;


 


(4)          
the rate or rates at which the Securities of the series shall bear interest, if
any, or the method by which such rate or rates shall be determined, the date or
dates from which such interest shall accrue or the method by which such date or
dates shall be determined, the Interest Payment Dates on which such interest
will be payable and the Regular Record Date, if any, for the interest payable
on any Registered Security on any Interest Payment Date, or the method by which
such date shall be determined, and the basis upon which such interest shall be
calculated if other than that of a 360-day year of twelve 30-day months;


 


(5)          
the place or places, if any, other than or in addition to New York, New York,
where the principal of (and premium, if any) and interest, if any, on
Securities of the series shall be payable, any Registered Securities of the
series may be surrendered for registration of transfer, Securities of the
series may be surrendered for exchange, where Securities of that series that
are convertible or exchangeable may be surrendered for conversion or exchange,
as applicable, and where notices or demands to or upon the Company in respect
of the Securities of the series and this Indenture may be served;


 


(6)          
the period or periods within which, the price or prices at which, the Currency
or Currencies in which, and other terms and conditions upon which Securities of
the series may be redeemed, in whole or in part, at the option of the Company,
if the Company is to have the option;


 


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


 


(8)          
if other than denominations of $1,000 and any integral multiple thereof, the
denomination or denominations in which any Registered Securities of the series
shall be issuable and, if other than denominations of $5,000, the denomination
or denominations in which any Bearer Securities of the series shall be
issuable;


 


(9)          
if other than the Trustee, the identity of each Security Registrar and/or
Paying Agent;


 


(10)        
if other than the principal amount thereof, the portion of the principal amount
of Securities of the series that shall be payable upon declaration of
acceleration of


 


16

















 


the Maturity thereof pursuant
to Section 502 or the method by which such portion shall be determined;


 


(11)        
if other than Dollar, the Currency or Currencies in which payment of the
principal of (or premium, if any) or interest, if any, on the Securities of the
series shall be made or in which the Securities of the series shall be
denominated and the particular provisions applicable thereto in accordance
with, in addition to or in lieu of any of the provisions of Section 312;


 


(12)        
whether the amount of payments of principal of (or premium, if any) or
interest, if any, on the Securities of the series may be determined with
reference to an index, formula or other method (which index, formula or method
may be based, without limitation, on one or more Currencies, commodities,
equity indices or other indices), and the manner in which such amounts shall be
determined;


 


(13)        
whether the principal of (or premium, if any) or interest, if any, on the
Securities of the series are to be payable, at the election of the Company or a
Holder thereof, in one or more Currencies, other than that in which such
Securities are denominated or stated to be payable, the period or periods
within which (including the Election Date), and the terms and conditions upon
which, such election may be made, and the time and manner of determining the
exchange rate between the Currency or Currencies in which such Securities are
denominated or stated to be payable and the Currency or Currencies in which
such Securities are to be paid, in each case in accordance with, in addition to
or in lieu of any of the provisions of Section 312;


 


(14)        
provisions, if any, granting special rights to the Holders of Securities of the
series upon the occurrence of such events as may be specified;


 


(15)        
any deletions from, modifications of or additions to the Events of Default or
covenants (including any deletions from, modifications of or additions to any
of the provisions of Section 1006) of the Company with respect to Securities of
the series, whether or not such Events of Default or covenants are consistent
with the Events of Default or covenants set forth herein;


 


(16)        
whether Securities of the series are to be issuable as Registered Securities,
Bearer Securities (with or without coupons) or both, any restrictions
applicable to the offer, sale or delivery of Bearer Securities and the terms
upon which Bearer Securities of the series may be exchanged for Registered
Securities of the series and vice versa (if permitted by applicable laws and
regulations), whether any Securities of the series are to be issuable initially
in temporary global form and whether any Securities of the series are to be
issuable in permanent global form with or without coupons and, if so, whether
beneficial owners of interests in any such permanent global Security may
exchange such interests for Securities of such series in certificated form and
of like tenor of any authorized form and denomination and the circumstances
under which any such exchanges may occur, if other than in the manner provided
in Section 305, and, if Registered Securities of the series are to be issuable
as a global Security, the identity of the depository for such series;


 


17

















 


(17)        
the date as of which any Bearer Securities of the series and any temporary
global Security representing Outstanding Securities of the series shall be
dated if other than the date of original issuance of the first Security of the
series to be issued;


 


(18)        
the Person to whom any interest on any Registered Security of the series shall
be payable, if other than the Person in whose name such Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, the manner in which, or the Person to
whom, any interest on any Bearer Security of the series shall be payable, if
otherwise than upon presentation and surrender of the coupons appertaining
thereto as they severally mature, and the extent to which, or the manner in
which, any interest payable on a temporary global Security on an Interest
Payment Date will be paid if other than in the manner provided in Section 304;


 


(19)        
the applicability, if any, of Sections 1402 and/or 1403 to the Securities of
the series and any provisions in modification of, in addition to or in lieu of
any of the provisions of Article Fourteen;


 


(20)        
if the Securities of such series are to be issuable in definitive form (whether
upon original issue or upon exchange of a temporary Security of such series)
only upon receipt of certain certificates or other documents or satisfaction of
other conditions, then the form and/or terms of such certificates, documents or
conditions;


 


(21)        
whether, under what circumstances and the Currency in which, the Company will
pay Additional Amounts as contemplated by Section 1004 on the Securities of the
series to any Holder who is not a United States person (including any
modification to the definition of such term) in respect of any tax, assessment
or governmental charge and, if so, whether the Company will have the option to
redeem such Securities rather than pay such Additional Amounts (and the terms of
any such option);


 


(22)        
the designation of the initial Exchange Rate Agent, if any;


 


(23)        
if the Securities of the series are to be convertible into or exchangeable for
any securities of any Person (including the Company), the terms and conditions
upon which such Securities will be so convertible or exchangeable;


 


(24)        
whether Securities of the series are subject to subordination and, if so, the
terms of such subordination;


 


(25)        
whether Securities of the series are secured by any collateral and, if
so,  the provisions applicable to such security; and


 


(26)        
any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture or the requirements of the Trust Indenture Act).


 


All
Securities of any one series and the coupons appertaining to any Bearer
Securities of such series shall be substantially identical except, in the case
of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such


 


18

















 


Board Resolution
(subject to Section 303) and set forth in such Officers’ Certificate or in any
such indenture supplemental hereto.


 


SECTION 302.  Denominations.  The Securities
of each series shall be issuable in such denominations as shall be specified as
contemplated by or pursuant to Section 301.  With respect to Securities of
any series denominated in Dollars, in the absence of any such provisions with
respect to the Securities of any series, the Registered Securities of such series,
other than Registered Securities issued in global form (which may be of any
denomination) shall be issuable in denominations of $1,000 and any integral
multiple thereof, and the Bearer Securities of such series, other than Bearer
Securities issued in global form (which may be of any denomination), shall be
issuable in a denomination of $5,000.


 


SECTION 303.  Execution, Authentication, Delivery and Dating. 
The Securities and any coupons appertaining thereto shall be executed on behalf
of the Company by any Officer.  The signature of any Officer on the
Securities and coupons may be manual or facsimile signatures of the present or
any future such authorized Officer and may be imprinted or otherwise reproduced
on the Securities.


 


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


 


At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together with any
coupon appertaining thereto, executed by the Company, to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however,
that, in connection with its original issuance, no Bearer Security shall be
mailed or otherwise delivered to any location in the United States; and provided
further that, unless otherwise specified with respect to any series of
Securities pursuant to Section 301, a Bearer Security may be delivered in
connection with its original issuance only if the Person entitled to receive
such Bearer Security shall have furnished a certificate in the form set forth
in Exhibit A-1 to this Indenture or such other certificate as may be specified
with respect to any series of Securities pursuant to Section 301, dated no
earlier than 15 days prior to the earlier of the date on which such Bearer
Security is delivered and the date on which any temporary Security first
becomes exchangeable for such Bearer Security in accordance with the terms of
such temporary Security and this Indenture.  If any Security shall be
represented by a permanent global Bearer Security, then, for purposes of this
Section and Section 304, the notation of a beneficial owner’s interest therein
upon original issuance of such Security or upon exchange of a portion of a
temporary global Security shall be deemed to be delivery in connection with its
original issuance of such beneficial owner’s interest in such permanent global
Security.  Except as permitted by Section 306, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for
interest then matured have been detached and cancelled.  If all the
Securities of any series are not to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit,
such Company Order may set


 


19

















 


forth procedures
acceptable to the Trustee for the issuance of such Securities and determining
the terms of particular Securities of such series, such as interest rate,
maturity date, date of issuance and date from which interest shall
accrue.  In authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall
be fully protected in relying upon:


 


(i)           
an Opinion of Counsel stating:


 


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


 


(b)          
that the terms of such Securities and any coupons have been established in
conformity with the provisions of this Indenture; and


 


(c)          
that such Securities, together with any coupons appertaining thereto, when
completed by appropriate insertions and executed and delivered by the Company
to the Trustee for authentication in accordance with this Indenture,
authenticated and delivered by the Trustee in accordance with this Indenture
and issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and binding obligations of
the Company, enforceable in accordance with their terms, except as may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, liquidation or similar laws relating to, or affecting the
enforcement of, creditors’ rights and remedies, (ii) the application of general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or law), including, without limitation, (A) the
possible unavailability of specific performance, injunctive relief or any other
equitable remedy and (B) concepts of materiality, reasonableness, good faith
and fair dealing, and (iii) public policy and subject to such other
qualifications as such counsel shall conclude do not materially affect the
rights of Holders of such Securities and any coupons; and


 


(ii)          
an Officers’ Certificate stating, to the best of the knowledge of the signers
of such certificate, that no Event of Default with respect to any of the
Securities shall have occurred and be continuing.


 


Notwithstanding
the provisions of Section 301 and of this Section 303, if all the Securities of
any series are not to be issued at one time, it shall not be necessary to
deliver an Officers’ Certificate otherwise required pursuant to Section 301 or
the Company Order, Opinion of Counsel or Officers’ Certificate otherwise
required pursuant to the preceding paragraph at the time of issuance of each
Security of such series, but such order, opinion and certificates, with
appropriate modifications to cover such future issuances, shall be delivered at
or before the time of issuance of the first Security of such series.


 


20

















 


Notwithstanding
the generality of the foregoing, the Trustee will not be required to
authenticate Securities denominated in a Foreign Currency if the Trustee
reasonably believes that it would be unable to perform its duties with respect
to such Securities.


 


Each
Registered Security shall be dated the date of its authentication and each
Bearer Security shall be dated as of the date specified as contemplated by
Section 301.


 


No
Security or coupon shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security or
Security to which such coupon appertains a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee by
manual signature of an authorized signatory, 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.  Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 310 together with a written
statement (which need not comply with Section 102 and need not be accompanied
by an Opinion of Counsel) stating that such Security has never been issued and
sold by the Company, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.


 


SECTION 304.  Temporary Securities. 
(a)  Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form, or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities.  In the case of Securities of any series, such temporary
Securities may be in global form.


 


Except
in the case of temporary Securities in global form (which shall be exchanged in
accordance with Section 304(b) or as otherwise provided in or pursuant to a
Board Resolution), if temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared without
unreasonable delay.  After the preparation of definitive Securities of
such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company 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 (accompanied
by any non-matured coupons appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of the same series of authorized
denominations; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary Registered Security;
and provided  further that a definitive Bearer Security shall be
delivered in exchange for a temporary Bearer Security only in compliance with
the conditions set forth in Section 303.  Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.


 


21

















 


(b)          
Unless otherwise provided in or pursuant to a Board Resolution, this Section
304(b) shall govern the exchange of temporary Securities issued in global
form.  If temporary Securities of any series are issued in global form,
any such temporary global Security shall, unless otherwise provided therein, be
delivered to the London office of a depositary or common depositary (the “Common
Depositary”), for the benefit of Euroclear and Clearstream, for credit to
the respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).


 


Without
unnecessary delay but in any event not later than the date specified in, or
determined pursuant to the terms of, any such temporary global Security (the “Exchange
Date”), the Company shall deliver to the Trustee definitive Securities, in
aggregate principal amount equal to the principal amount of such temporary
global Security, executed by the Company.  On or after the Exchange Date,
such temporary global Security shall be surrendered by the Common Depositary to
the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole
or from time to time in part, for definitive Securities without charge, and the
Trustee shall authenticate and deliver, in exchange for each portion of such
temporary global Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such temporary global Security to be exchanged.  The
definitive Securities to be delivered in exchange for any such temporary global
Security shall be in bearer form, registered form, permanent global bearer form
or permanent global registered form, or any combination thereof, as specified
as contemplated by Section 301, and, if any combination thereof is so
specified, as requested by the beneficial owner thereof; provided, however,
that, unless otherwise specified in such temporary global Security, upon such
presentation by the Common Depositary, such temporary global Security is accompanied
by a certificate dated the Exchange Date or a subsequent date and signed by
Euroclear as to the portion of such temporary global Security held for its
account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by Clearstream as to the portion of such temporary
global Security held for its account then to be exchanged, each in the form set
forth in Exhibit A-2 to this Indenture or in such other form as may be
established pursuant to Section 301; and provided  further that
definitive Bearer Securities shall be delivered in exchange for a portion of a
temporary global Security only in compliance with the requirements of Section
303.


 


Unless
otherwise specified in such temporary global Security, the interest of a
beneficial owner of Securities of a series in a temporary global Security shall
be exchanged for definitive Securities of the same series and of like tenor
following the Exchange Date when the account holder instructs Euroclear or
Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the
form set forth in Exhibit A-1 to this Indenture (or in such other form as may
be established pursuant to Section 301), dated no earlier than 15 days prior to
the Exchange Date, copies of which certificate shall be available from the
offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent
appointed for such series of Securities and each Paying Agent.  Unless otherwise
specified in such temporary global Security, any such exchange shall be made
free of charge to the beneficial owners of such temporary global Security,
except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like unless such Person takes
delivery of such definitive Securities in person at the offices of Euroclear or


 


22

















 


Clearstream. 
Definitive Securities in bearer form to be delivered in exchange for any
portion of a temporary global Security shall be delivered only outside the
United States.


 


Until
exchanged in full as hereinabove provided, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to
the applicable Exchange Date shall be payable to Euroclear and Clearstream on
such Interest Payment Date upon delivery by Euroclear and Clearstream to the
Trustee of a certificate or certificates in the form set forth in Exhibit A-2
to this Indenture (or in such other forms as may be established pursuant to
Section 301), for credit without further interest on or after such Interest
Payment Date to the respective accounts of Persons who are the beneficial
owners of such temporary global Security on such Interest Payment Date and who
have each delivered to Euroclear or Clearstream, as the case may be, a
certificate dated no earlier than 15 days prior to the Interest Payment Date
occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to
this Indenture (or in such other forms as may be established pursuant to
Section 301).  Notwithstanding anything to the contrary herein contained,
the certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of this Section
304(b) and of the third paragraph of Section 303 of this Indenture and the
interests of the Persons who are the beneficial owners of the temporary global
Security with respect to which such certification was made will be exchanged
for definitive Securities of the same series and of like tenor on the Exchange
Date or the date of certification if such date occurs after the Exchange Date,
without further act or deed by such beneficial owners.  Except as otherwise
provided in this paragraph, no payments of principal (or premium, if any) or
interest, if any, owing with respect to a beneficial interest in a temporary
global Security will be made unless and until such interest in such temporary
global Security shall have been exchanged for an interest in a definitive
Security.  Any interest so received by Euroclear and Clearstream and not
paid as herein provided shall be returned to the Trustee prior to the
expiration of two years after such Interest Payment Date in order to be repaid
to the Company.


 


SECTION 305.  Registration, Registration of Transfer and Exchange. 
The Company shall cause to be kept at the Corporate Trust Office of the Trustee
or in any office or agency of the Company in a Place of Payment a register for
each series of Securities (the registers maintained in such office or in any
such office or agency of the Company in a Place of Payment being herein
sometimes referred to collectively as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers of
Registered Securities.  The Security Register shall be in written form or
any other form capable of being converted into written form within a reasonable
time.  The Trustee, at its Corporate Trust Office, is hereby initially
appointed “Security Registrar” for the purpose of registering Registered
Securities and transfers of Registered Securities on such Security Register as
herein provided.  In the event that the Trustee shall cease to 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 Registered Security of any series
at any office or agency of the Company in a Place of Payment for that series,
the Company


 


23

















 


shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same
series, of any authorized denominations and of a like aggregate principal
amount, bearing a number not contemporaneously outstanding and containing
identical terms and provisions.


 


At
the option of the Holder, Registered Securities of any series may be exchanged
for other Registered Securities of the same series, of any authorized
denomination or denominations and of a like aggregate principal amount,
containing identical terms and provisions, upon surrender of the Registered
Securities to be exchanged at any such office or agency.  Whenever any
Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. 
Unless otherwise specified with respect to any series of Securities as
contemplated by Section 301, Bearer Securities may not be issued in exchange
for Registered Securities.


 


If
(but only if) permitted by the applicable Board Resolution and (subject to
Section 303) set forth in the applicable Officers’ Certificate, or in any
indenture supplemental hereto, delivered as contemplated by Section 301, at the
option of the Holder, Bearer Securities of any series may be exchanged for
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining.  If the
Holder of a Bearer Security is unable to produce any such unmatured coupon or
coupons or matured coupon or coupons in default, any such permitted exchange
may be effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by
the Company and the Trustee if there is furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless.  If thereafter the Holder of such Security shall surrender to
any Paying Agent any such missing coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that, except as otherwise
provided in Section 1002, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside the United States.  Notwithstanding the foregoing, in case a
Bearer Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the
relevant Interest  Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or
proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture.


 


24

















 


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


 


Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 301,
any permanent global Security shall be exchangeable only as provided in this
paragraph.  If any beneficial owner of an interest in a permanent global
Security is entitled to exchange such interest for Securities of such series
and of like tenor and principal amount of another authorized form and
denomination, as specified as contemplated by Section 301 and provided that any
applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate principal amount
equal to the principal amount of such beneficial owner’s interest in such
permanent global Security, executed by the Company.  On or after the
earliest date on which such interests may be so exchanged, such permanent
global Security shall be surrendered by the Common Depositary or such other
depositary as shall be specified in the Company Order with respect thereto to
the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole
or from time to time in part, for definitive Securities without charge and the
Trustee shall authenticate and deliver, in exchange for each portion of such
permanent global Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such permanent global Security to be exchanged which, unless the
Securities of the series are not issuable both as Bearer Securities and as
Registered Securities, as specified as contemplated by Section 301, shall be in
the form of Bearer  Securities or Registered Securities, or any
combination thereof, as shall be specified by the beneficial owner thereof; provided,
however, that no such exchanges may occur during a period beginning at
the opening of business 15 days before any selection of Securities to be
redeemed and ending on the relevant Redemption Date if the Security for which
exchange is requested may be among those selected for redemption; and provided
further that no Bearer Security delivered in exchange for a portion of a
permanent global Security shall be mailed or otherwise delivered to any
location in the United States.  If a Registered Security is issued in
exchange for any portion of a permanent global Security after the close of
business at the office or agency where such exchange occurs on (i) any Regular
Record Date and before the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, interest or Defaulted Interest, as the case may
be, will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Registered Security, but will
be payable on such Interest Payment Date or proposed date for payment, as the
case may be, only to the Person to whom interest in respect of such portion of
such permanent global Security is payable in accordance with the provisions of
this Indenture.


 


All
Securities issued upon any registration of transfer or exchange of Securities
shall be 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.


 


25

















 


Every
Registered Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company 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, duly executed by the
Holder thereof or his attorney duly authorized in writing.


 


No
service charge shall be made for any registration of transfer or exchange 
of Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.


 


The
Company shall not be required (i) to issue, register the transfer of or
exchange any Security if such Security may be among those selected for
redemption during a period beginning at the opening of business 15 days before
selection of the Securities to be redeemed under Section 1103 and ending at the
close of business on (A) if such Securities are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption and (B)
if such Securities are issuable as Bearer Securities, the day of the first
publication of the relevant notice of redemption or, if such Securities are
also issuable as Registered Securities and there is no publication, the mailing
of the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in
part, except, in the case of any Registered Security to be redeemed in part,
the portion thereof not to be redeemed, or (iii) to exchange any Bearer
Security so selected for redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series and like tenor, provided
that such Registered Security shall be simultaneously surrendered for
redemption, or (iv) to issue, register the transfer of or exchange any Security
which has been surrendered for repayment at the option of the Holder, except
the portion, if any, of such Security not to be so repaid.


 


SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities. 
If any mutilated Security or a Security with a mutilated coupon appertaining to
it is surrendered to the Trustee or the Company, together with, in proper
cases, such security or indemnity as may be required by the Company or the
Trustee to save each of them or any agent of either of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and principal amount,
containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to the surrendered Security.


 


If
there shall be delivered to the Company and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or coupon,
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice
to the Company or the Trustee that such Security or coupon has been acquired by
a protected purchaser (as defined in the Uniform Commercial Code), the Company
shall execute and upon its request the Trustee shall authenticate and deliver,
in lieu of any such destroyed, lost or stolen Security or in exchange for
the  Security to which a destroyed, lost or stolen coupon appertains (with
all appurtenant coupons not destroyed, lost or stolen), a new Security of the
same series and principal amount, containing identical terms and


 


26

















 


provisions and bearing a
number not contemporaneously outstanding, with coupons corresponding to the
coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen coupon appertains.


 


Notwithstanding
the provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, with coupons corresponding to the coupons, if any, appertaining to
such mutilated, destroyed, lost or stolen Security or to the Security to which
such mutilated, destroyed, lost or stolen coupon appertains, pay such Security
or coupon; provided, however, that payment of principal of (and
premium, if any) and interest, if any, on Bearer Securities shall, except as
otherwise provided in Section 1002, be payable only at an office or agency
located outside the United States and, unless otherwise specified as
contemplated by Section 301, any interest on Bearer Securities shall be payable
only upon presentation and surrender of the coupons appertaining thereto.


 


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


 


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


 


SECTION 307.  Payment of Interest; Interest Rights Preserved;
Optional Interest Reset. 
(a)  Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 301, interest, if any,
on any Registered Security that 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 at the office or
agency of the Company maintained for such purpose pursuant to Section 1002; provided,
however, that each installment of interest, if any, on any Registered
Security may at the Company’s option be paid by (i) mailing a check for such
interest, payable to or upon the written order of the Person entitled thereto
pursuant to Section 309, to the address of such Person as it appears on the
Security Register or (ii) transfer to an account maintained by the payee inside
the United States.


 


Unless
otherwise provided as contemplated by Section 301 with respect to the
Securities of any series, payment of interest, if any, may be made, in the case
of a Bearer


 


27

















 


Security, by transfer to
an account maintained by the payee with a bank located outside the United
States.


 


Unless
otherwise provided as contemplated by Section 301, every permanent global
Security will provide that interest, if any, payable on any Interest Payment
Date will be paid to each of Euroclear and Clearstream with respect to that
portion of such permanent global Security held for its account by the Common
Depositary, for the purpose of permitting each of Euroclear and Clearstream to
credit the interest, if any, received by it in respect of such permanent global
Security to the accounts of the beneficial owners thereof.


 


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


 


Except
as otherwise specified with respect to a series of Securities in accordance
with the provisions of Section 301, any interest on any Registered Security of
any series that 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 thereof 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 Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner.  The Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on each Registered
Security of such series and the date of the proposed payment (which shall not
be less than 20 days after such notice is received by the Trustee), and at the
same time the Company shall deposit with the Trustee an amount of money in the
Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit on or prior to the date of the proposed payment, such money when
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 


 


28

















 


the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Registered Securities of such
series 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 mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (2).  In
case a Bearer Security of any series is surrendered at the office or agency in
a Place of Payment for such series in exchange for a Registered Security of
such series after the close of business at such office or agency on any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the coupon relating to such proposed date of
payment and Defaulted Interest will not be payable on such proposed date of
payment in respect of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.


 


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


 


(b)          
The provisions of this Section 307(b) may be made applicable to any series of
Securities pursuant to Section 301 (with such modifications, additions or
substitutions as may be specified pursuant to Section 301).  The interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) on any Security of such series may be reset by the Company on
the date or dates specified on the face of such Security (each an “Optional
Reset Date”).  The Company may exercise such option with respect to
such Security by notifying the Trustee of such exercise at least 45 but not
more than 60 days prior to an Optional Reset Date for such Security.  Not
later than 40 days prior to each Optional Reset Date, the Trustee shall
transmit, in the manner provided for in Section 106, to the Holder of any such
Security a notice (the “Reset Notice”) indicating whether the Company
has elected to reset the interest rate (or the spread or spread multiplier used
to calculate such interest rate, if applicable), and if so (i) such new
interest rate (or such new spread or spread multiplier, if applicable) and (ii)
the provisions, if any, for redemption during the period from such Optional
Reset Date to the next Optional Reset Date or, if there is no such next
Optional Reset Date, to the Stated Maturity Date of such Security (each such
period a “Subsequent Interest Period”), including the date or dates on
which or the period or periods during which and the price or prices at which
such redemption may occur during the Subsequent Interest Period.


 


Notwithstanding
the foregoing, not later than 20 days prior to the Optional Reset Date, the
Company may, at its option, revoke the interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) provided for in
the Reset Notice and establish an interest rate (or a spread or spread
multiplier used to calculate such interest rate, if applicable)


 


29

















 


that is higher than the
interest rate (or the spread or spread multiplier, if applicable) provided for
in the Reset Notice, for the Subsequent Interest Period by causing the Trustee
to transmit, in the manner provided for in Section 106, notice of such higher
interest rate (or such higher spread or spread multiplier, if applicable) to
the Holder of such Security.  Such notice shall be irrevocable.  All
Securities with respect to which the interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) is reset on an
Optional Reset Date, and with respect to which the Holders of such Securities
have not tendered such Securities for repayment (or have validly revoked any
such tender) pursuant to the next succeeding paragraph, will bear such higher
interest rate (or such higher spread or spread multiplier, if applicable).


 


The
Holder of any such Security will have the option to elect repayment by the
Company of the principal of such Security on each Optional Reset Date at a
price equal to the principal amount thereof plus interest accrued to such
Optional Reset Date.  In order to obtain repayment on an Optional Reset
Date, the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of  Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days
prior to such Optional Reset Date and except that, if the Holder has tendered
any Security for repayment pursuant to the Reset Notice, the Holder may, by
written notice to the Trustee, revoke such tender or repayment until the close
of business on the tenth day before such Optional Reset Date.


 


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


 


SECTION 308.  Optional Extension of Maturity. 
The provisions of this Section 308 may be made applicable to any series of
Securities pursuant to Section 301 (with such modifications, additions or
substitutions as may be specified pursuant to such Section 301).  The
Stated Maturity of any Security of such series may be extended at the option of
the Company for the period or periods specified on the face of such Security
(each an “Extension Period”) up to but not beyond the date (the “Final
Maturity”) set forth on the face of such Security.  The Company may
exercise such option with respect to any Security by notifying the Trustee of
such exercise at least 45 but not more than 60 days prior to the Stated
Maturity of such Security in effect prior to the exercise of such option (the “Original
Stated Maturity”).  If the Company exercises such option, the Trustee
shall transmit, in the manner provided for in Section 106, to the Holder of
such Security not later than 40 days prior to the Original Stated Maturity a
notice (the “Extension Notice”) indicating (i) the election of the
Company to extend the Stated Maturity, (ii) the new Stated Maturity, (iii) the
interest rate, if any, applicable to the Extension Period and (iv) the
provisions, if any, for redemption during such Extension Period.  Upon the
Trustee’s transmittal of the Extension Notice, the Stated Maturity of such
Security shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, such Security will
have the same terms as prior to the transmittal of such Extension Notice.


 


Notwithstanding
the foregoing, not later than 20 days before the Original Stated Maturity of
such Security, the Company may, at its option, revoke the interest rate
provided for in the Extension Notice and establish a higher interest rate for
the Extension Period by causing


 


30

















 


the Trustee  to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate to the Holder of such Security.  Such notice shall be
irrevocable.  All Securities with respect to which the Stated Maturity is
extended will bear such higher interest rate.


 


If
the Company extends the Stated Maturity of any Security, the Holder will have
the option to elect repayment of such Security by the Company on the Original
Stated Maturity at a price equal to the principal amount thereof, plus interest
accrued to such date.  In order to obtain repayment on the Original Stated
Maturity once the Company has extended the Stated Maturity thereof, the Holder
must follow the procedures set forth in Article Thirteen for repayment at the
option of Holders, except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to the Original
Stated Maturity and except that, if the Holder has tendered any Security for
repayment pursuant to an Extension Notice, the Holder may by written notice to
the Trustee revoke such tender for repayment until the close of business on the
tenth day before the Original Stated Maturity.


 


SECTION 309.  Persons Deemed Owners. 
Prior to due presentment of a Registered Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Registered Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Sections 305 and 307) interest, if any, on
such Registered Security and for all other purposes whatsoever, whether or not
such Registered Security be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary.


 


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


 


None
of the Company, the Trustee, any Paying Agent or the Security Registrar will
have any responsibility or liability for any aspect of the records relating to
or  payments made on account of beneficial ownership interests of a
Security in global form or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


 


Notwithstanding
the foregoing, with respect to any global Security, nothing herein shall
prevent the Company, the Trustee, or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any depositary, as a Holder, with respect to such global Security
or impair, as between such depositary and owners of beneficial interests in
such global Security, the operation of customary practices governing the
exercise of the rights of such depositary (or its nominee) as Holder of such
global Security.


 


SECTION 310.  Cancellation.  All Securities
and coupons surrendered for payment, redemption, repayment at the option of the
Holder, registration of transfer or exchange or for credit against any sinking
fund payment shall, if surrendered to any Person other than the


 


31

















 


Trustee, be delivered to
the Trustee, and any such Securities and coupons and Securities and coupons
surrendered directly to the Trustee for any such purpose 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 may deliver
to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be
promptly cancelled by the Trustee.  If the Company shall so acquire any of
the Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are surrendered to the Trustee for cancellation.  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. 
Cancelled Securities and coupons held by the Trustee shall be disposed of by
the Trustee in accordance with its customary procedures and the Trustee shall
deliver a certificate of stating that such cancelled securities and coupons
have been disposed of, unless by a Company Order the Company directs their
return to it.


 


SECTION 311.  Computation of Interest. 
Except as otherwise specified as contemplated by Section 301 with respect to
Securities of any series, interest, if any,  on the Securities of each
series shall be computed on the basis of a 360-day year consisting of twelve
30-day months.


 


SECTION 312.  Currency and Manner of Payments in
Respect of Securities. 
(a)  Unless otherwise specified with respect to any Securities
pursuant to Section 301, with respect to Registered Securities of any series
not permitting the election provided for in paragraph (b) below or the Holders
of which have not made the election provided for in paragraph (b) below, and
with respect to Bearer Securities of any series, except as provided in
paragraph (d) below, payment of the principal of (and premium, if any) and
interest, if any, on any Registered or Bearer Security of such series will be
made in the Currency in which such Registered Security or Bearer Security, as
the case may be, is payable.  The provisions of this Section 312 may be
modified or superseded with respect to any Securities pursuant to Section 301.


 


(b)          
It may be provided pursuant to Section 301 with respect to Registered
Securities of any series that Holders shall have the option, subject to
paragraphs (d) and (e) below, to receive payments of principal of (or premium,
if any) or interest, if any, on such Registered Securities in any of the
Currencies which may be designated for such election by delivering to the
Trustee for such series of Registered Securities a written election, with
signature guarantees and in the applicable form established pursuant to Section
301, not later than the close of business on the Election Date immediately
preceding the applicable payment date.  If a Holder so elects to receive
such payments in any such Currency, such election will remain in effect for
such Holder or any transferee of such Holder until changed by such Holder or
such transferee by written notice to the Trustee for such series of Registered
Securities (but any such change must be made not later than the close of
business on the Election Date immediately preceding the next payment date to be
effective for the payment to be made on such payment date and no such change of
election may be made with respect to payments to be made on any Registered
Security of such series with respect to which an Event of Default has occurred
or with respect to which the Company has deposited funds pursuant to Article
Four or Fourteen


 


32

















 


or
with respect to which a notice of redemption has been given by the Company or a
notice of option to elect repayment has been sent by such Holder or such
transferee).  Any Holder of any such Registered Security who shall not
have delivered any such election to the Trustee of such series of Registered
Securities not later than the close of business on the applicable Election Date
will be  paid the amount due on the applicable payment date in the
relevant Currency as provided in Section 312(a).  The Trustee for each
such series of Registered Securities shall notify the Exchange Rate Agent as
soon as practicable after the Election Date of the aggregate principal amount
of Registered Securities for which Holders have made such written election.


 


(c)          
Unless otherwise specified pursuant to Section 301, if the election referred to
in paragraph (b) above has been provided for pursuant to Section 301, then,
unless otherwise specified pursuant to Section 301, not later than the fourth
Business Day after the Election Date for each payment date for Registered
Securities of any series, the Exchange Rate Agent will deliver to the Company a
written notice specifying the Currency in which Registered Securities of such
series are payable, the respective aggregate amounts of principal of (and
premium, if any) and interest, if any, on the Registered Securities to be paid
on such payment date, specifying the amounts in such Currency so payable in
respect of the Registered Securities as to which the Holders of Registered
Securities denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph (b) above.  If the election referred to
in paragraph (b) above has been provided for pursuant to Section 301 and if at
least one Holder has made such election, then, unless otherwise specified
pursuant to Section 301, on the second Business Day preceding such payment date
the Company will deliver to the Trustee for such series of Registered
Securities an Exchange Rate Officer’s Certificate in respect of the Dollar or
Foreign Currency or Currencies payments to be made on such payment date. 
Unless otherwise specified pursuant to Section 301, the Dollar or Foreign
Currency or Currencies amount receivable by Holders of Registered Securities
who have elected payment in a Currency as provided in paragraph (b) above shall
be determined by the Company on the basis of the applicable Market Exchange
Rate in effect on the second Business Day (the “Valuation Date”)
immediately preceding each payment date, and such determination shall be
conclusive and binding for all purposes, absent manifest error.


 


(d)          
If a Conversion Event occurs with respect to a Foreign Currency in which any of
the Securities are denominated or payable other than pursuant to an election
provided for pursuant to paragraph (b) above, then with respect to each date
for the payment of principal of (and premium, if any) and interest, if any on
the applicable Securities denominated or payable in such Foreign Currency
occurring after the last date on which such Foreign Currency was used (the “Conversion
Date”), the Dollar shall be the currency of payment for use on each such
payment date.  Unless otherwise specified pursuant to Section 301, the
Dollar amount to be paid by the Company to the Trustee of each such series of
Securities and by such Trustee or any Paying Agent to the Holders of such
Securities with respect to such payment date shall be, in the case of a Foreign
Currency other than a currency unit, the Dollar Equivalent of the Foreign
Currency or, in the case of a currency unit, the Dollar Equivalent of the
Currency Unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below.


 


(e)          
Unless otherwise specified pursuant to Section 301, if the Holder of a
Registered Security denominated in any Currency shall have elected to be paid
in another


 


33

















 


Currency
as provided in paragraph (b) above, and a Conversion Event occurs with respect
to such elected Currency, such Holder shall receive payment in the Currency in
which payment would have been made in the absence of such election; and if a
Conversion Event occurs with respect to the Currency in which payment would
have been made in the absence of such election, such Holder shall receive
payment in Dollars as provided in paragraph (d) of this Section 312.


 


(f)           
The “Dollar Equivalent of the Foreign Currency” shall be determined by
the Exchange Rate Agent and shall be obtained for each subsequent payment date
by converting the specified Foreign Currency into Dollars at the Market
Exchange Rate on the Conversion Date.


 


(g)          
The “Dollar Equivalent of the Currency Unit” shall be determined by the
Exchange Rate Agent and subject to  the provisions of paragraph (h) below
shall be the sum of each amount obtained by converting the Specified Amount of
each Component Currency into Dollars at the Market Exchange Rate for such
Component Currency on the Valuation Date with respect to each payment.


 


(h)          
For purposes of this Section 312, the following terms shall have the following
meanings:


 


A “Component Currency”
shall mean any Currency which, on the Conversion Date, was a component currency
of the relevant currency unit.


 


A “Specified Amount”
of a Component Currency shall mean the number of units of such Component
Currency or fractions thereof which were represented in the relevant currency
unit on the Conversion Date.  If after the Conversion Date the official
unit of any Component Currency is altered by way of combination or subdivision,
the Specified Amount of such Component Currency shall be divided or multiplied
in the same proportion.  If after the Conversion Date two or more
Component Currencies are consolidated into a single currency, the respective
Specified Amounts of such Component Currencies shall be replaced by an amount
in such single currency equal to the sum of the respective Specified Amounts of
such consolidated Component Currencies expressed in such single currency, and
such amount shall thereafter be a Specified Amount and such single currency
shall thereafter be a Component Currency.  If after the Conversion Date
any Component Currency shall be divided into two or more currencies, the
Specified Amount of such Component Currency shall be replaced by amounts of
such two or more currencies, having an aggregate Dollar Equivalent value at the
Market Exchange Rate on the date of such replacement equal to the Dollar
Equivalent of the Specified Amount of such former Component Currency at the
Market Exchange Rate immediately before such division, and such amounts shall
thereafter be Specified Amounts and such currencies shall thereafter be
Component Currencies.  If, after the Conversion Date of the relevant currency
unit, a Conversion Event (other than any event referred to above in this
definition of “Specified Amount”) occurs with respect to any Component
Currency of such currency unit and is continuing on the applicable Valuation
Date, the Specified Amount of such Component Currency shall, for purposes of
calculating the Dollar Equivalent of the Currency Unit, be converted into
Dollars at the Market Exchange Rate in effect on the Conversion Date of such
Component Currency.


 


34

















 


“Election Date”
shall mean the Regular Record Date for the applicable series of Registered
Securities or at least 16 days prior to Maturity, as the case may be, or such
other prior date for any series of Registered Securities as specified pursuant
to clause (13) of Section 301 by which the written election referred to in
Section 312(b) may be made.


 


All
decisions and determinations of the Exchange Rate Agent regarding the Dollar
Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit,
the Market Exchange Rate and changes in the Specified Amounts as specified
above shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and irrevocably binding upon the Company,
the Trustee for the appropriate series of Securities and all Holders of such
Securities denominated or payable in the relevant Currency.  The Exchange
Rate Agent shall promptly give written notice to the Company and the Trustee
for the appropriate series of Securities of any such decision or determination.


 


In
the event that the Company determines in good faith that a Conversion Event has
occurred with respect to a Foreign Currency, the Company will immediately give
written notice thereof to the Trustee of the appropriate series of Securities
and to the Exchange Rate Agent (and such Trustee will promptly thereafter give
notice in the manner provided in Section 106 to the affected Holders)
specifying the Conversion Date.  In the event the Company so determines
that a Conversion Event has occurred with respect to any currency unit in which
Securities are denominated or payable, the Company will immediately give
written notice thereof to the Trustee of the appropriate series of Securities
and to the Exchange Rate Agent (and such Trustee will promptly thereafter give
notice in the manner provided in Section 106 to the affected Holders)
specifying the Conversion Date and the Specified Amount of each Component
Currency on the Conversion Date.  In the event the Company determines in
good faith that any subsequent change in any Component Currency as set forth in
the definition of Specified Amount above has occurred, the Company will
similarly give written notice to the Trustee of the appropriate series of
Securities and to the Exchange Rate Agent.


 


The
Trustee of the appropriate series of Securities shall be fully justified and
protected in relying and acting upon information received by it from the
Company and the Exchange Rate Agent and shall not otherwise have any duty or
obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.


 


SECTION 313.  Appointment and Resignation of
Successor Exchange Rate Agent. 
(a)  Unless otherwise specified pursuant to Section 301, if and so
long as the Securities of any series (i) are denominated in a Foreign Currency
or (ii) may be payable in a Foreign Currency, or so long as it is required
under any other provision of this Indenture, then the Company will maintain
with respect to each such series of Securities, or as so required, at least one
Exchange Rate Agent.  The Company will cause the Exchange Rate Agent to
make the necessary foreign exchange determinations at the time and in the
manner specified pursuant to Section 301 for the purpose of determining the
applicable rate of exchange and, if applicable, for the purpose of converting
the issued Foreign Currency into the applicable payment Currency for the
payment of principal (and premium, if any) and interest, if any, pursuant to
Section 312.


 


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(b)          
No resignation of the Exchange Rate Agent and no appointment of a successor
Exchange Rate Agent pursuant to this Section shall become effective until the
acceptance of appointment by the successor Exchange Rate Agent as evidenced by
a written instrument delivered to the Company and the Trustee of the
appropriate series of Securities accepting such appointment executed by the
successor Exchange Rate Agent.


 


(c)          
If the Exchange Rate Agent shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of the Exchange Rate Agent
for any cause, with respect to the Securities of one or more series, the
Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series  (it being understood that any such
successor Exchange Rate Agent may be appointed with respect to the Securities
of one or more or all of such series and that, unless otherwise specified pursuant
to Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued
by the Company on the same date and that are initially denominated and/or
payable in the same Currency).


 


SECTION 314.  CUSIP Numbers.  The Company in
issuing the Securities may use “CUSIP” numbers (if then generally in use), and,
if so, the Trustee shall indicate the “CUSIP” numbers of the Securities in
notices of redemption as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of redemption and that reliance may be placed only on the other identification numbers
printed on the Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers.  The Company shall promptly notify
the Trustee of any change in “CUSIP” numbers.


 


ARTICLE FOUR


 


SATISFACTION AND
DISCHARGE


 


SECTION 401.  Satisfaction and Discharge of
Indenture. 
This Indenture shall upon Company Request cease to be of further effect with
respect to any series of Securities specified in such Company Request (except
as to any surviving rights of registration of transfer or exchange of
Securities of such series expressly provided for herein or pursuant hereto and
any right to receive Additional Amounts, as provided in Section 1004), and the
Trustee, upon receipt of a Company Order, and at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture as to such series, in addition to such other circumstances as
specified or as contemplated by Section 301 or Article 14, when:


 


(1)          
either:


 


(A)         
all Securities of such series theretofore authenticated and delivered and all
coupons, if any, appertaining thereto (other than (i) coupons appertaining to
Bearer Securities surrendered for exchange for Registered Securities and maturing
after such exchange, whose surrender is not required or has been waived as
provided in Section 305, (ii) Securities and coupons of such series which have
been destroyed, lost or stolen and which have been replaced or paid as provided
in


 


36

















 


Section 306, (iii) coupons
appertaining to Securities called for redemption and maturing after the
relevant Redemption Date, whose surrender has been waived as provided in
Section 1106, and (iv) Securities and coupons of such series for whose payment
money has theretofore been deposited in trust or segregated and held in trust
by the Company and thereafter repaid to the Company or discharged from such
trust, as provided in Section 1003) have been delivered to the Trustee for
cancellation; or


 


(B)          
all Securities of such series and, in the case of (i) or (ii) below, any
coupons appertaining thereto not theretofore delivered to the Trustee for
cancellation:


 


(i)           
have become due and payable, or


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee and any predecessor Trustee under Section 606, the obligations of
the Company to any Authenticating Agent under Section 611 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.


 


SECTION 402.  Application of Trust Funds. 
Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities, the


 


37

















 


coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest, if any, for whose payment such money has been deposited with
or received by the Trustee, but such money need not be segregated from other
funds except to the extent required by law.


 


ARTICLE FIVE


 


REMEDIES


 


SECTION 501.  Events of Default.  “Event of
Default”, wherever used herein with respect to any particular series of
Securities, unless otherwise specified with respect to a series of Securities
pursuant to Section 301, means any one of the following events (whatever the
reason for such Event of Default, whether or not 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 or of
any coupon appertaining thereto, when such interest or coupon 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 when it becomes due and payable at its Maturity; or


 


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


 


(4)          
default in the performance, or breach, of any covenant or agreement of the
Company in this Indenture with respect to any Security of that series (other
than a covenant or agreement a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with), and continuance of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder; or


 


(5)          
the Company pursuant to or within the meaning of any Bankruptcy Law:


 


(A)         
commences a voluntary case,


 


(B)          
consents to the entry of an order for relief against it in an involuntary case,


 


(C)          
consents to the appointment of a Custodian of it or for all or substantially
all of its property, or


 


(D)         
makes a general assignment for the benefit of its creditors; or


 


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


 


(A)         
is for relief against the Company in an involuntary case,


 


(B)          
appoints a Custodian of the Company or for all or substantially all of its
property, or


 


(C)          
orders the liquidation of the Company,


 


and the order or decree
remains unstayed and in effect for 90 days; or


 


(7)          
any other Event of Default provided with respect to Securities of that series.


 


The term “Bankruptcy
Law” means title 11, U.S. Code or any similar Federal or State law for the
relief of debtors.  The term “Custodian” means any receiver,
trustee, assignee, liquidator or other similar official under any Bankruptcy
Law.


 


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, then and 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 (or, if any Securities are Original Issue
Discount Securities or Indexed Securities, such portion of the principal as may
be specified in the terms thereof) of all 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 the Holders), and upon any such declaration such principal
or specified portion thereof shall become immediately due and payable.


 


At
any time after such a declaration of acceleration with respect to Securities of
any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter provided in this
Article, 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 in
the Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)):


 


(A)         
all overdue installments of interest, if any, on all Outstanding Securities of
that series and any related coupons;


 


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


 


39

















 


(C)          
to the extent that payment of such interest is lawful, interest upon overdue
installments of interest at the rate or rates borne by or provided for 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 any other amounts due to the Trustee under Section 606; and


 


(2)          
all Events of Default with respect to Securities of that series, other than the
nonpayment of the principal of (or premium, if any) or interest on 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 installment of interest on any Security
of any series and any related coupon 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 its Maturity,


 


then the Company will,
upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders
of Securities of such series and coupons, the whole amount then due and payable
on such Securities and coupons for principal (and premium, if any) and
interest, if any, with interest upon any overdue principal (and premium, if
any) and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest, if any, at the rate or
rates borne by or provided for 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, and any other amounts due to
the Trustee under Section 606.


 


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, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against
the Company or any other obligor upon Securities of such series and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon Securities of such
series, wherever situated.


 


If
an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series and any
related coupons by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such


 


40

















 


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
of any series shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of any overdue principal,
premium or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise:


 


(i)           
to file and prove a claim for the whole amount of principal (or in the case of
Original Issue Discount Securities or Indexed Securities, such portion of the
principal as may be provided in the terms thereof) (and premium, if any) and
interest, if any, 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 any other amounts due to the Trustee under Section 606) 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 of Securities of
such series and coupons to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee and any
predecessor Trustee, their agents and counsel, and any other amounts due the
Trustee or any predecessor Trustee under Section 606.


 


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


 


SECTION 505.  Trustee May Enforce Claims Without
Possession of Securities or Coupons. 
All rights of action and claims under this Indenture or any of the Securities
or coupons may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or coupons or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities and coupons in respect
of which such judgment has been recovered.


 


41

















 


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, if any, upon presentation of the Securities or coupons, or both, as
the case may be, and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:


 


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


 


SECOND:  To the
payment of the amounts then due and unpaid upon the Securities and coupons for
principal (and premium, if any) and interest, if any, 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 aggregate amounts due and
payable on such Securities and coupons for principal (and premium, if any) and
interest, if any, respectively; and


 


THIRD:  To the
payment of the remainder, if any, to the Company or any other Person or Persons
entitled thereto.


 


SECTION 507.  Limitation on Suits. 
No Holder of any Security of any series or any related coupon shall have any
right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a  receiver or trustee, or for any
other remedy hereunder, unless:


 


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


 


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


 


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


 


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


 


(5)          
no direction inconsistent with such written request has been given to the
Trustee during such 60-day period by the Holders of 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 of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such Holders.


 


42

















 


SECTION 508.  Unconditional Right of Holders to
Receive Principal, Premium and Interest. 
Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right which is absolute and unconditional to
receive payment of the principal of (and premium, if any) and (subject to
Sections 305 and 307) interest, if any, on such Security or payment of such
coupon on the respective due dates expressed in such Security or coupon (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


 


SECTION 509.  Restoration of Rights and Remedies. 
If the Trustee or any Holder of a Security or coupon has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been determined
adversely to the Trustee or to such Holder, then and in every such case the
Company, the Trustee and the Holders of Securities and coupons shall, subject
to any determination in such proceeding, be restored severally and respectively
to their former positions hereunder and thereafter all rights and remedies of
the Trustee and the Holders shall continue as though no such proceeding had
been instituted.


 


SECTION 510.  Rights and Remedies Cumulative. 
Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders of Securities or coupons is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


 


SECTION 511.  Delay or Omission Not Waiver. 
No delay or omission of the Trustee or of any Holder of any Security or coupon
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein.  Every right and remedy given by this Article or
by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the Holders of
Securities or coupons, as the case may be.


 


SECTION 512.  Control by Holders of Securities. 
The Holders of a majority in principal amount of the Outstanding Securities of
any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to the Securities of
such series, provided that


 


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


 


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


 


43

















 


(3)          
the Trustee need not take any action which might involve it in personal
liability or be unjustly prejudicial to the Holders of Securities of such
series not consenting.


 


SECTION 513.  Waiver of Past Defaults. 
Subject to Section 502, the Holders of not less than a majority in principal
amount of the Outstanding Securities of any series may on behalf of the Holders
of all the Securities of such series and any related coupons waive any past
default 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, on
any Security of such series or any related coupons, 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 this
Indenture; but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.


 


SECTION 514.  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.  Notice of Defaults.  Within 90 days
after the occurrence of any Default hereunder with respect to the Securities of
any series, the Trustee shall transmit in the manner and to the extent provided
in TIA Section 313(c), 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, or in the
payment of any sinking or purchase fund installment with respect to the
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Holders of the Securities and coupons of such series; and provided  further
that in the case of any Default or breach of the character specified in Section
501(4) with respect to the Securities and coupons of such series, no such
notice to Holders shall be given until at least 60 days after the occurrence
thereof.


 


44

















 


SECTION 602.  Certain Rights of Trustee. 
Subject to the provisions of TIA Section 315(a) through 315(d):


 


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


 


(2)          
Any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order (other than delivery of any
Security, together with any coupons appertaining thereto, to the Trustee for
authentication and delivery pursuant to Section 303 which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors may
be sufficiently evidenced by a Board Resolution.


 


(3)          
Whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or
omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely
upon a Board Resolution, an Opinion of Counsel or an Officers’ Certificate.


 


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


 


(5)          
The Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the
Holders of Securities of any series or any related coupons pursuant to this
Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might
be incurred by it in compliance with such request or direction.


 


(6)          
The Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
coupon or other paper or document, but the Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney.


 


(7)          
The Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the
Trustee shall not be responsible for any misconduct or negligence on the part
of any agent or attorney appointed with due care by it hereunder.


 


45

















 


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


 


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


 


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


 


SECTION 603.  Not Responsible for Recitals or
Issuance of Securities. 
The recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein.  Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.


 


SECTION 604.  May Hold Securities. 
The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any
other agent of the Company, in its individual or any other capacity, may become
the owner or pledgee of Securities and coupons and, subject to TIA Sections
310(b) and 311, may otherwise deal with the Company with the same rights it
would have if it were not Trustee, Paying Agent, Security Registrar,
Authenticating Agent or such other agent.


 


SECTION 605.  Money Held in Trust.  Money held by
the Trustee in trust hereunder need not be segregated from other funds except
to the extent required by law.  The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed
in writing with the Company.


 


SECTION 606.  Compensation and Reimbursement. 
The Company agrees:


 


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


 


46

















 


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


 


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


 


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


 


The
provisions of this Section 606 shall survive the resignation or removal of the
Trustee and the termination of this Indenture.


 


SECTION 607.  Corporate Trustee Required; Eligibility. 
There shall at all times be a Trustee hereunder which shall be eligible to act
as Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus of at least $50,000,000.  If such corporation publishes reports of
condition at least annually, pursuant to law or the requirements of Federal,
State, Territorial or District of Columbia 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 608.  Resignation and Removal; Appointment of
Successor. 
(a)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609.


 


(b)          
The Trustee may resign at any time with respect to the Securities of one or
more series by giving 30 days’ prior written notice thereof to the Company.


 


(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.


 


47

















 


(d)          
If at any time:


 


(1)          
the Trustee shall fail to comply with the provisions of TIA Section 310(b)
after written request therefor by the Company or by any Holder of a Security
who has been a bona fide Holder of a Security for at least six months, or


 


(2)          
the Trustee shall cease to be eligible under Section 607 and shall fail to
resign after written request therefor by the Company or by any Holder of a
Security who has been a bona fide Holder of a Security for at least six months,
or


 


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


 


then, in any such case,
(i) the Company by or pursuant to a Board Resolution may remove the Trustee and
appoint a successor Trustee with respect to all Securities, or (ii) subject to
TIA Section 315(e), any Holder of a Security who has been a bona fide Holder of
a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.


 


(e)          
If an instrument of acceptance by a successor Trustee shall not have been
delivered to the Trustee within 30 days after the giving of a notice of
resignation or the delivery of an Act of removal, the Trustee resigning or
being removed may petition any court of competent jurisdiction for the
appointment of a successor Trustee.


 


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


 


48

















 


(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 in the manner
provided for notices to the Holders of Securities in Section 106.  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 609.  Acceptance of Appointment by Successor. 
(a)  In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee,
and shall  duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 606.


 


(b)          
In case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain 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, subject to the lien, if any,
provided by Section 606.


 


(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


 


49

















 


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


 


SECTION 611.  Appointment of Authenticating Agent. 
At any time when any of the Securities remain Outstanding, the Trustee may
appoint an Authenticating Agent or Authenticating Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument
shall be promptly furnished to the Company.  Wherever reference is made in
this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication and delivery on  behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent.  Each Authenticating Agent shall
be acceptable to the Company and, except as may otherwise be provided pursuant
to Section 301, 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, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $1,500,000 and subject to
supervision or examination by Federal or State authorities.  If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid 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.  In case 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.


 


50

















 


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


 


An
Authenticating Agent for any series of Securities may at any time resign by
giving written notice of resignation to the Trustee for such series and to the
Company.  The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination 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 for such series may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall give notice of such appointment to all Holders of Securities of the
series with respect to which such Authenticating Agent will serve in the manner
set forth in Section 106.  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 herein.  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 including reimbursement of its reasonable expenses for its
services under this Section.


 


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


 


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


 


 


	
   

  	
  [TRUSTEE]
  

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  as Authenticating
  Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


51

















 


ARTICLE SEVEN


 


HOLDERS’ LISTS AND
REPORTS BY TRUSTEE AND COMPANY


 


SECTION 701.  Disclosure of Names and Addresses of
Holders. 
Every Holder of Securities or coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Authenticating Agent nor any Paying Agent nor any Security
Registrar shall be held accountable by reason of the disclosure of any
information as to the names and addresses of the Holders of Securities in
accordance with TIA Section 312, 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
TIA Section 312(b).


 


SECTION 702.  Reports by Trustee.  Within 60 days
after May 15 of each year commencing with the first May 15 after the first
issuance of Securities pursuant to this Indenture, the Trustee shall transmit
by mail to all Holders of Securities as provided in TIA Section 313(c) a brief
report dated as of such May 15 if required by TIA Section 313(a).


 


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


 


SECTION 703.  Reports by Company.  The Company
will:


 


(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;
or, if the Company is not required to file information, documents or reports
pursuant to either of such Sections, then it will 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 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)          
comply with all other provisions of TIA Section 314(a).


 


52

















 


SECTION 704.  Calculation of Original Issue Discount. 
With respect to any Original Issue Discount Security issued pursuant to Section
301, if any, upon request of the Trustee, the Company shall file with the
Trustee promptly at the end of each calendar year a written notice specifying
the amount of original issue discount (including daily rates and accrual
periods), if any, accrued on Outstanding Securities as of the end of such year.


 


ARTICLE EIGHT



CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


 


SECTION 801.  Company May Consolidate, Etc., Only on Certain
Terms.  The Company
shall not consolidate with or merge with or into any other Person or convey or
transfer its properties and assets substantially as an entirety to any Person,
unless:


 


(1)          
either the Company shall be the continuing corporation, or the Person (if other
than the Company) formed by such consolidation or into which the Company is
merged or the Person which acquires by conveyance or transfer the properties
and assets of the Company substantially as an entirety 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, no Default or Event of
Default shall have happened and be continuing; and


 


(3)          
the Company or the successor Person (if other than the Company) has delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating
that such consolidation, merger, conveyance or transfer and such supplemental
indenture comply with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.


 


SECTION 802.  Successor Person Substituted. 
Upon any consolidation or merger, or any conveyance or transfer of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor Person formed by such consolidation or into
which the  Company is merged or the successor Person to which such
conveyance or transfer 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 had been named as the Company herein; and
in the event of any such conveyance or transfer, the Company shall be
discharged from all obligations and covenants under this Indenture and the
Securities and coupons and may be dissolved and liquidated.


 


ARTICLE NINE


 


SUPPLEMENTAL INDENTURES


 


SECTION 901.  Supplemental Indentures Without
Consent of Holders. 
Without the consent of any Holders of Securities or coupons, the Company, when
authorized by


 


53

















 


or pursuant to a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:


 


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


 


(3)          
to add any additional Events of Default for the benefit of the Holders of all
or any series of Securities (and if such Events of Default are to be for the
benefit of less than all series of Securities, stating that such Events of
Default are expressly being included solely for the benefit of such series); provided,
however, that in respect of any such additional Events of Default such
supplemental indenture may provide for a particular period of grace after
default (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 may
limit the right of the Holders of a majority in aggregate principal amount of
that or those series of Securities to which such additional Events of Default
apply to waive such default; or


 


(4)          
to add to or change any of the provisions of this Indenture to provide that
Bearer Securities may be registerable as to principal, to change or eliminate
any restrictions on the payment of principal of or any premium or interest on
Bearer Securities, to permit Bearer Securities to be issued in exchange for
Registered Securities, to permit Bearer Securities to be issued in exchange for
Bearer Securities of other authorized denominations or to permit or facilitate
the issuance of Securities in uncertificated form; provided that any
such action shall not, as evidenced by an Opinion of Counsel delivered to the
Trustee, adversely affect the interests of the Holders of Securities of any
series or any related coupons in any material respect; or


 


(5)          
to change or eliminate any of the provisions of this Indenture; provided
that any such change or elimination shall become effective only when there is
no 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 establish the form or terms of Securities of any series and any related
coupons as permitted by Sections 201 and 301, including the provisions and
procedures relating to the relative priority of the Securities or relating to
Securities convertible into or exchangeable for any securities of any Person
(including the Company); or


 


54

















 


(7)          
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; or


 


(8)          
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 that any such action shall not, as evidenced
by an Opinion of Counsel delivered to the Trustee, adversely affect the
interests of the Holders of Securities of any series or any related coupons in
any material respect; or


 


(9)          
to supplement any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the defeasance and discharge of any series
of Securities pursuant to Sections 401, 1402 and 1403; provided that any
such action shall not, as evidenced by an Opinion of Counsel delivered to the
Trustee, adversely affect the interests of the Holders of Securities of such
series and any related coupons or any other series of Securities in any
material respect.


 


SECTION 902.  Supplemental Indentures with Consent
of Holders. 
With the consent of the Holders of not less than a majority in principal amount
of all Outstanding Securities affected by such supplemental indenture, by Act
of said Holders delivered to the Company and the Trustee, the Company, when
authorized by or pursuant to a 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 and any related coupons under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby:


 


(1)          
change the Stated Maturity of the principal of (or premium, if any, on) 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 change any obligation of the Company to
pay Additional Amounts pursuant to Section 1004 (except as contemplated by
Section 801(1) and permitted by Section 901(1)), or reduce the portion of the
principal of an Original Issue Discount Security or Indexed Security that would
be due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant
to Section 504, or adversely affect any right of repayment at the option of the
Holder of any Security, or change any Place of Payment where, or the Currency
in which, any Security or any premium or 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 or repayment at the
option of the Holder, on or after the Redemption Date or the Repayment Date, as
the case may be), or adversely affect any right to convert or exchange any
Security as may be provided pursuant to Section 301 herein; or


 


55

















 


(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 with
respect to such series (of compliance with certain provisions of this Indenture
or certain defaults hereunder and their consequences) provided for in this
Indenture, or reduce the requirements of Section 1504 for quorum or voting; or


 


(3)          
modify any of the provisions of this Section, Section 513 or Section 1006,
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.


 


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


 


A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture 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.


 


The
Company may, but shall not be obligated to, fix a record date for the purpose
of determining the Persons entitled to consent to any indenture supplemental
hereto.  If a record date is fixed, the Holders on such record date, or
their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided that unless such consent shall
have become effective by virtue of the requisite percentage having been
obtained prior to the date which is 90 days after such record date, any such
consent previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.


 


SECTION 903.  Execution of Supplemental Indentures. 
In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, in
addition to any documents required by Section 102, and shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.  The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties 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 and of any coupon appertaining thereto shall be bound thereby.


 


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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 Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.


 


ARTICLE TEN


 


COVENANTS


 


SECTION 1001.  Payment of Principal, Premium and Interest. 
The Company covenants and agrees for the benefit of the Holders of each series
of Securities that it will duly and punctually pay the principal of (and
premium, if any) and interest, if any, on the Securities of that series in
accordance with the terms of such series of Securities, any coupons
appertaining thereto and this Indenture.  Any interest due on Bearer Securities
on or before Maturity, other than Additional Amounts, if any, payable as
provided in Section 1004 in respect of principal of (or premium, if any, on)
such a Security, shall be payable only upon presentation and surrender of the
several coupons for such interest installments as are evidenced thereby as they
severally mature.  Unless otherwise specified with respect to Securities
of any series pursuant to Section 301, at the option of the Company, all
payments of principal may be paid by check to the registered Holder of the
Registered Security or other person entitled thereto against surrender of such
Security.  Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, any interest due on Bearer Securities on
or before Maturity shall be payable only upon presentation and surrender of the
several coupons for such interest installments as are evidenced thereby as they
severally mature.


 


SECTION 1002.  Maintenance of Office or Agency. 
If Securities of a series are issuable only as Registered Securities, the
Company shall maintain 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, where Securities of that series that
are convertible or exchangeable may be surrendered for conversion or exchange,
as applicable, and where notices and demands to or upon the Company in respect
of the Securities of that series and this Indenture may be served.  If
Securities of a series are issuable as Bearer Securities, the Company will
maintain (A) in the Borough of Manhattan, The City of New York, an office or
agency where any Registered Securities of that series may be presented or
surrendered for payment, where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may
be surrendered for exchange, where Securities of that series that are
convertible or exchangeable may be surrendered for conversion or exchange, as
applicable, where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture


 


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may be served and where
Bearer Securities of that series and related coupons may be presented or
surrendered for payment in the circumstances described in the following
paragraph (and not otherwise), (B) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series which is located
outside the United States, an office or agency where Securities of that series
and related coupons may be presented and surrendered for payment; provided,
however, that if the Securities of that series are listed on the
Luxembourg Stock Exchange or any other stock exchange located outside the
United States and such stock exchange shall so require, the Company will
maintain a Paying Agent for the Securities of that series in Luxembourg or any
other required city located outside the United States, as the case may be, so
long as the Securities of that series are listed on such exchange, and (C)
subject to any laws or regulations applicable thereto, in a Place of Payment
for that series located outside the United States an office or agency where any
Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for exchange,
where Securities of that series that are convertible or exchangeable may be
surrendered for conversion or exchange, as applicable, 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 each such
office or agency.  If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be presented and 
surrendered for payment at the offices specified in the Security, in London,
England, and the Company hereby appoints the same as its agent to receive such
respective presentations, surrenders, notices and demands, and the Company
hereby appoints the Trustee its agent to receive all such presentations,
surrenders, notices and demands.


 


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


 


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


 


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for each series of
Securities New York, New York and initially appoints the Trustee at its
Corporate Trust Office as Paying Agent in such city and as its agent to receive
all such presentations, surrenders, notices and demands.


 


Unless
otherwise specified with respect to any Securities pursuant to Section 301, if
and so long as the Securities of any series (i) are denominated in a
currency  other than Dollars or (ii) may be payable in a currency other
than Dollars, or so long as it is required under any other provision of the
Indenture, then the Company will maintain with respect to each such series of
Securities, or as so required, at least one Exchange Rate Agent.


 


SECTION 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 any Securities and any related coupons, it will, on or before
each due date of the principal of (or 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 in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal
of (and premium, if any) and interest, if any, on Securities of such series so
becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its
action or failure so to act.


 


Whenever
the Company shall have one or more Paying Agents for any series of Securities
and any related coupons, it will, on or before each due date of the principal
of (or premium, if any) or interest, if any, on any Securities of that series,
deposit with a Paying Agent a sum (in the Currency described in the preceding
paragraph) sufficient to pay the principal (or 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 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 sums.


 


Except
as otherwise provided in the Securities of any series, 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 (or premium, if any) or interest, if any, on any
Security of any series and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall be paid to the
Company upon Company Request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment of such
principal, premium or interest on any Security, without interest thereon, 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


 


59

















 


required to make any
such repayment, may at the expense of the Company cause to be published once,
in an Authorized Newspaper, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


 


SECTION 1004.  Additional Amounts. 
If the Securities of a series provide for the payment of Additional Amounts,
the Company will pay to the Holder of a Security of such series or any coupon
appertaining thereto Additional Amounts as may be specified as contemplated by
Section 301.  Whenever in this Indenture there is mentioned, in any
context, the payment of the principal of (or premium, if any) or interest, if
any, on any Security of any series or payment of any related coupon or the net
proceeds received on the sale or exchange of any Security of any series, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of such series established pursuant to Section 301 to the
extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof pursuant to such terms and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.


 


Except
as otherwise specified as contemplated by Section 301, if the Securities of a
series provide for the payment of Additional Amounts, at least 10 days prior to
the first Interest Payment Date with respect to that series of Securities (or
if the Securities of that series will not bear interest prior to Maturity, the
first day on which a payment  of principal and any premium is made), and
at least 10 days prior to each date of payment of principal, premium or
interest if there has been any change with respect to the matters set forth in
the below-mentioned Officers’ Certificate, the Company will furnish the Trustee
and the Company’s principal Paying Agent or Paying Agents, if other than the
Trustee, with an Officers’ Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal, premium or interest
on the Securities of that series shall be made to Holders of Securities of that
series or any related coupons who are not United States persons without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of the series.  If any such withholding
shall be required, then such Officers’ Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities of that series or related coupons and the Company will pay to the
Trustee or such Paying Agent the Additional Amounts required by the terms of
such Securities.  In the event that the Trustee or any Paying Agent, as
the case may be, shall not so receive the above-mentioned certificate, then the
Trustee or such Paying Agent shall be entitled (i) to assume that no such
withholding or deduction is required with respect to any payment of principal
or interest with respect to any Securities of a series or related coupons until
it shall have received a certificate advising otherwise and (ii) to make all
payments of principal and interest with respect to the Securities of a series
or related coupons without withholding or deductions until otherwise
advised.  The Company covenants to indemnify the Trustee and any Paying
Agent for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out
of or in connection with actions taken or omitted by any of them in reliance on
any Officers’ Certificate furnished pursuant to this Section or in reliance on
the Company’s not furnishing such an Officers’ Certificate.


 


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SECTION 1005.  Statement as to Compliance. 
(a)  The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year (beginning with the fiscal year ending on                  ),
an Officers’ Certificate, stating whether or not, to the best knowledge of the
signers thereof, the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof known to the Officers signing such certificate.


 


(b)          
The Company will, so long as any of the Securities of any series are
Outstanding, deliver to the Trustee, as promptly as practicable upon an Officer
of the Company becoming aware of any default in the performance and observance
of any of the terms, provisions and conditions of this Indenture (without
regard to any period of grace or requirement of notice provided hereunder) or
any Event of Default, an Officers’ Certificate specifying such default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto and the status thereof.


 


SECTION 1006.  Waiver of Certain Covenants. 
The Company may omit in any particular instance to comply with any term,
provision or condition as specified pursuant to Section 301(15) for Securities
of any series, in any covenants of the Company added to Article Ten pursuant to
Section 301(14) or Section 301(15) in connection with Securities of a series,
if before or after the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of that series, by
Act of such Holders, waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.


 


SECTION 1007.  Corporate Existence. 
Subject to Article Eight, the Company will at all times do or cause to be done
all things necessary to preserve and keep in full force and effect its
corporate existence and its rights and franchises; provided that nothing in
this Section 1007 shall prevent the abandonment or termination of any right or
franchise of the Company if, in the opinion of the Company, such abandonment or
termination is in the best interests of the Company.


 


SECTION 1008.  Insurance. 
The Company covenants and agrees that it will maintain, and cause each of its
subsidiaries to maintain, insurance with responsible and reputable insurance
companies or associations or through a program of self-insurance in such
amounts and covering such risks as, taken as a whole, are generally consistent
with sound business practice for corporations engaged in the same or a similar
business similarly situated.


 


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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 or
pursuant to a Board Resolution.  In case of any redemption at the election
of the Company of less than all of 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 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 issued on the same day with the same terms are to
be redeemed, the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series issued on such date with the same terms
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities 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.


 


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


 


For
all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case
of any 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 in the manner provided in Section 106, not
less than 30 days nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified by the terms of such series established pursuant to
Section 301, to each Holder of Securities to be redeemed, but failure to give such
notice in the manner herein provided to the Holder of any Security designated
for redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other such Security or portion thereof.


 


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


 


All
notices of redemption shall state:


 


(1)          
the Redemption Date,


 


(2)          
the Redemption Price and accrued interest, if any, to the Redemption Date
payable as provided in Section 1106,


 


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


 


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


 


(5)          
that on the Redemption Date, the Redemption Price and accrued interest, if any,
to the Redemption Date payable as provided in Section 1106 will become due and
payable upon each such Security, or the portion thereof, to be redeemed and, if
applicable, that interest thereon shall cease to accrue on and after said date,


 


(6)          
the Place or Places of Payment where such Securities, together in the case of
Bearer Securities with all coupons appertaining thereto, if any, maturing after
the Redemption Date, are to be surrendered for payment of the Redemption Price
and accrued interest, if any,


 


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


 


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


 


(9)          
if Bearer Securities of any series are to be redeemed and any Registered
Securities of such series are not to be redeemed, and if such Bearer Securities
may be exchanged for Registered Securities not subject to redemption on this
Redemption Date pursuant to Section 305 or otherwise, the last date, as
determined by the Company, on which such exchanges may be made, and


 


(10)        
the CUSIP number of such Security, if any.


 


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Notice
of redemption of Securities to be redeemed 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. 
On or prior to 10:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, which it may not do in the case of a
sinking fund payment under Article Twelve, segregate and hold in trust as
provided in Section 1003) an amount of money in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay on the
Redemption Date the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities or
portions thereof which are to be redeemed on that date.


 


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 in the Currency in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series and except, if applicable, as provided in
Sections  312(b), 312(d) and 312(e)) (together with accrued interest, if
any, to the Redemption Date), 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 if the same were interest-bearing cease to bear
interest and the coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided below, shall be
void.  Upon surrender of any such Security for redemption in accordance with
said notice, together with all coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States (except
as otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of coupons
for such interest, and provided  further that installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.


 


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


 


64

















 


provided in Section
1002) and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.


 


If
any Security called for redemption shall not be so paid upon surrender thereof
for redemption, the Redemption Price shall, until paid, bear interest from the
Redemption Date at the rate of interest set forth in such Security or, in the
case of an Original Issue Discount Security, at the Yield to Maturity of such
Security.


 


SECTION 1107.  Securities Redeemed in Part. 
Any Registered Security which is to be redeemed only in part (pursuant to the
provisions of this Article or of Article Twelve) shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge
a new Security or Securities of the same series, 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.  However, if less than all the Securities of any series with
differing issue dates, interest rates and stated maturities are to be redeemed,
the Company in its sole discretion shall select the particular Securities to be
redeemed and shall notify the Trustee in writing thereof at least 45 days prior
to the relevant redemption date.


 


ARTICLE TWELVE


 


SINKING FUNDS


 


SECTION 1201.  Applicability of Article. 
The provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.


 


The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by
the terms of such Securities of any series is herein referred to as an “optional
sinking fund payment”.  If provided for by the terms of any Securities
of any series, the cash amount of any mandatory 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.


 


SECTION 1202.  Satisfaction of Sinking Fund Payments
with Securities. 
The Company may, in satisfaction of all or any part of any mandatory sinking
fund payment with respect to the Securities of a series, (1) deliver
Outstanding Securities of such series (other than any previously called for
redemption) together in the case of any Bearer Securities of such series with
all unmatured coupons appertaining thereto and (2) apply as a credit Securities
of such series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or  through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, as provided for by the terms of such Securities; provided
that


 


65

















 


such Securities so
delivered or applied as a credit have not been previously so credited. 
Such Securities shall be received and credited for such purpose by the Trustee
at the applicable Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such mandatory 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 Securities of
any series, 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 in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) 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 and credited.  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.  Such notice having been duly given, the redemption of
such Securities shall be made upon the terms and in the manner stated in
Sections 1106 and 1107.


 


ARTICLE THIRTEEN



REPAYMENT AT THE OPTION OF HOLDERS


 


SECTION 1301. 
Applicability of Article.  Repayment of
Securities of any series before their Stated Maturity at the option of Holders
thereof, if permitted pursuant to the terms of such Securities, shall be made
in  accordance with the terms of such Securities and (except as otherwise
specified by the terms of such series established pursuant to Section 301) in
accordance with this Article.


 


SECTION 1302.  Repayment of Securities. 
Securities of any series subject to repayment in whole or in part at the option
of the Holders thereof will, unless otherwise provided in the terms of such
Securities, be repaid at the Repayment Price thereof, together with interest,
if any, thereon accrued to the Repayment Date specified in or pursuant to the
terms of such Securities.  The Company covenants that on or before the Repayment
Date it will 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 in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the Repayment
Price of, and (except if the Repayment Date shall be an Interest Payment Date)
accrued interest on, all the Securities or portions thereof, as the case may
be, to be repaid on such date.


 


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SECTION 1303.  Exercise of Option.  Securities of
any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form on the reverse of such
Securities.  To be repaid at the option of the Holder, any Security so
providing for such repayment, with the “Option to Elect Repayment” form
on the reverse of such Security duly completed by the Holder (or by the
Holder’s attorney duly authorized in writing), must be received by the Company
at the Place of Payment therefore specified in the terms of such Security (or
at such other place or places of which the Company shall from time to time
notify the Holders of such Securities) not earlier than 45 days nor later than
30 days prior to the Repayment Date.  If less than the entire Repayment
Price of such Security is to be repaid in accordance with the terms of such
Security, the portion of the Repayment Price of such Security to be repaid, in
increments of the minimum denomination for Securities of such series, and the
denomination or denominations of the Security or Securities to be issued to the
Holder for the portion of such Security surrendered that is not to be repaid,
must be specified. Any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to
be repaid is a part.  Except as otherwise may be provided by the terms of
any Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the
Company.


 


SECTION 1304.  When Securities Presented for
Repayment Become Due and Payable.  If Securities of
any series providing for repayment at the option of the Holders thereof shall
have been surrendered as provided in this Article and as provided by or
pursuant to the terms of such Securities, such Securities or the portions
thereof, as the case may be, to be repaid shall become due and payable and
shall be paid by the Company on the Repayment Date therein specified, and on
and after such Repayment Date (unless the Company shall default in the payment
of such Securities on such Repayment Date) such Securities shall, if the same
were interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void.  Upon surrender of any such Security for
repayment in accordance with such provisions, together with all coupons, if
any, appertaining thereto maturing after the Repayment Date, the Repayment
Price of such Security so to be repaid shall be paid by the Company, together
with accrued interest, if any, to the Repayment Date; provided, however,
that coupons whose Stated Maturity is on or prior to the Repayment Date shall
be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
pursuant to Section 301, only upon presentation and surrender of such coupons;
and provided  further that, in the case of Registered Securities,
installments of interest, if any, whose Stated Maturity is on or prior to the
Repayment Date shall be payable (but without interest thereon, unless the
Company shall default in the payment thereof) to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.


 


If
any Bearer Security surrendered for repayment shall not be accompanied by all
appurtenant coupons maturing after the Repayment Date, such Security may be
paid after deducting from the amount payable therefor as provided in Section
1302 an amount equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and
the Trustee if there be furnished to them such security or


 


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indemnity as they
may  require to save each of them and any Paying Agent harmless.  If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; provided, however, that
interest represented by coupons shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section
1002) and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.


 


If
any Security surrendered for repayment shall not be so repaid upon surrender
thereof, the Repayment Price shall, until paid, bear interest from the
Repayment Date at the rate of interest set forth in such Security or, in the
case of an Original Issue Discount Security, at the Yield to Maturity of such
Security.


 


SECTION 1305.  Securities Repaid in Part. 
Upon surrender of any Registered Security which is to be repaid in part only,
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, without service charge and at the expense of the
Company, a new Registered Security or Securities of the same series, of any
authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such
Security so surrendered which is not to be repaid.


 


ARTICLE FOURTEEN



DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION 1401.  Applicability
of Article; Company’s Option to
Effect Defeasance or Covenant Defeasance. 
If pursuant to Section 301 provision is made for either or both of (a)
defeasance of the Securities of a series under Section 1402 or (b) covenant
defeasance of the Securities of a series under Section 1403, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article (with such modifications thereto as may be
specified pursuant to Section 301 with respect to any Securities), shall be
applicable to such Securities and any coupons appertaining thereto, and the
Company may at its option by Board Resolution, at any time, with respect to
such Securities and any coupons appertaining thereto, elect to have Section
1402 (if applicable) or  Section 1403 (if applicable) be applied to such
Outstanding Securities and any coupons appertaining thereto upon compliance
with the conditions set forth below in this Article.


 


SECTION 1402.  Defeasance and Discharge. 
Upon the Company’s exercise of the above option applicable to this Section with
respect to any Securities of a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities and
any coupons appertaining thereto on the date the conditions set forth in
Section 1404 are satisfied (hereinafter, “defeasance”).  For this
purpose, such defeasance means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by such Outstanding Securities
and any coupons appertaining thereto, which shall thereafter be deemed to be
“Outstanding” only for the purposes of Section 1405 and the other Sections of
this Indenture referred to in clauses (A) and (B) of this Section, and to have
satisfied all its other obligations under such Securities and any coupons
appertaining thereto and this


 


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Indenture insofar as
such Securities and any coupons appertaining thereto are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder:  (A) the rights of Holders
of such Outstanding Securities and any coupons appertaining thereto to receive,
solely from the trust fund described in Section 1404 and as more fully set
forth in such Section, payments in respect of the principal of (and premium, if
any) and interest, if any, on such Securities and any coupons appertaining
thereto when such payments are due, (B) the Company’s obligations with respect
to such Securities under Sections 305, 306, 1002 and 1003 and with respect to
the payment of Additional Amounts, if any, on such Securities as contemplated
by Section 1004, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article.  Subject to compliance with this
Article Fourteen, the Company may exercise its option under this Section
notwithstanding the prior exercise of its option under Section 1403 with
respect to such Securities and any coupons appertaining thereto.


 


SECTION 1403.  Covenant Defeasance. 
Upon the Company’s exercise of the above option applicable to this Section, the
Company shall be released from its obligations under any covenant specified
with respect to any Outstanding Securities of any series of Securities
established pursuant to Section 301 and any coupons appertaining to any such
Securities, on and after the date the conditions set forth in Section 1404 are
satisfied (hereinafter, “covenant defeasance”), and such Securities and
any coupons appertaining thereto shall thereafter be deemed to be not
“Outstanding” for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with any such
covenant, but shall continue to be deemed “Outstanding” for all other purposes
hereunder.  For this purpose, such covenant defeasance means that, with
respect to such Outstanding Securities and any coupons appertaining thereto,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section or such other
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such Section or such other covenant or by reason of reference in
any such Section or such other covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an
Event of Default under Section 501(4) or 501(7) or otherwise, as the case may
be, but, except as specified above, the remainder of this Indenture and such
Securities and any coupons appertaining thereto shall be unaffected thereby.


 


SECTION 1404.  Conditions to Defeasance or Covenant
Defeasance. 
The following shall be the conditions to application of Section 1402 or Section
1403 to any Outstanding Securities of a series and any coupons appertaining
thereto:


 


(a)          
The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 607 who
shall agree to comply with the provisions of this Article Fourteen applicable
to it) as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities and any coupons appertaining thereto,
(1) an amount (in such Currency in which such Securities and any coupons
appertaining thereto are then specified as payable at Stated Maturity), or (2)
Government Obligations applicable to such Securities and coupons appertaining
thereto (determined on the basis of the Currency in which such Securities and
coupons appertaining thereto are then specified as payable at Stated Maturity)
which through the


 


69

















 


scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment of principal
of (and premium, if any) and interest, if any, on such Securities and any
coupons appertaining thereto, money in an amount, or (3) a combination thereof
in an amount, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium, if any) and interest, if any, on such Outstanding
Securities and any coupons appertaining thereto on the Stated Maturity of such
principal or installment of principal or interest and (ii) any mandatory
sinking fund payments or analogous payments applicable to such Outstanding
Securities and any coupons appertaining thereto on the day on which such payments
are due and payable in accordance with the terms of this Indenture and of such
Securities and any coupons appertaining thereto.


 


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


 


(c)          
No Default or Event of Default with respect to such Securities and any coupons
appertaining thereto shall have occurred and be continuing on the date of such
deposit or, insofar as Sections 501(5) and 501(6) are concerned, at any time
during the period ending on the 91st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the
expiration of such period).


 


(d)          
In the case of an election under Section 1402, the Company shall have delivered
to the Trustee an Opinion of Counsel stating that (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling, or
(ii) since the date of execution of this Indenture, there has been a change in
the applicable Federal income tax law, in either case to the effect that, and
based thereon such opinion shall confirm that, the Holders of such Outstanding
Securities and any coupons appertaining thereto will not recognize income, gain
or loss for Federal income tax purposes as a result of such defeasance and will
be subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such defeasance had not occurred.


 


(e)          
In the case of an election under Section 1403, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that the Holders of such
Outstanding Securities and any coupons appertaining thereto will not recognize
income, gain or loss for Federal income tax purposes as a result of such
covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred.


 


(f)           
The Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the
defeasance under Section 1402 or the covenant defeasance under Section 1403 (as
the case may be) have been complied with and an Opinion of Counsel to the
effect that either (i) as a result


 


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of a deposit pursuant to
subsection (a) above and the related exercise of the Company’s option under
Section 1402 or Section 1403 (as the case may be), registration is not required
under the Investment Company Act of 1940, as amended, by the Company, with
respect to the trust funds representing such deposit or by the trustee for such
trust funds or (ii) all necessary registrations under said Act have been
effected.


 


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


 


SECTION 1405.  Deposited Money and Government
Obligations to Be Held in Trust; Other Miscellaneous Provisions. 
Subject to the provisions of the last paragraph of Section 1003, all money and
Government Obligations (or other property as may be provided pursuant to
Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 1405, the “Trustee”)
pursuant to Section 1404 in respect of any Outstanding Securities of any series
and any coupons appertaining thereto shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any  Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Holders of such Securities and any
coupons appertaining thereto of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest, if any, but such money
need not be segregated from other funds except to the extent required by law.


 


Unless
otherwise specified with respect to any Security pursuant to Section 301, if,
after a deposit referred to in Section 1404(a) has been made, (a) the Holder of
a Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 312(b) or the terms of such Security to receive
payment in a Currency other than that in which the deposit pursuant to Section
1404(a) has been made in respect of such Security, or (b) a Conversion Event
occurs as contemplated in Section 312(d) or 312(e) or by the terms of any
Security in respect of which the deposit pursuant to Section 1404(a) has been
made, the indebtedness represented by such Security and any coupons
appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any) and interest, if any, on such Security as the same becomes due out of
the proceeds yielded by converting (from time to time as specified below in the
case of any such election) the amount or other property deposited in respect of
such Security into the Currency in which such Security becomes payable as a
result of such election or Conversion Event based on the applicable Market
Exchange Rate for such Currency in effect on the second Business Day prior to
each payment date, except, with respect to a Conversion Event, for such
Currency in effect (as nearly as feasible) at the time of the Conversion Event.


 


The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1404 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.


 


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Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or
Government Obligations (or other property and any proceeds therefrom) held by
it as provided in Section 1404 which, in the opinion of a nationally recognized
firm of independent  public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect a defeasance or
covenant defeasance, as applicable, in accordance with this Article.


 


SECTION 1406.  Reinstatement. 
(a)  If the Trustee or Paying Agent is unable to apply any money or
Government Obligations in accordance with Section 1405 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company’s obligations under this Indenture and the Securities of the applicable
series issued hereunder shall be revived and reinstated as though no deposit
has occurred pursuant to this Article Fourteen until such time as the Trustee
or Paying Agent is permitted to apply all such money or Government Obligations
in accordance with Section 1405.


 


(b)          
If the Company’s obligations under this Indenture and the Securities of the
applicable series issued hereunder shall be revived and reinstated in
accordance with this Section 1406, the Company shall be permitted, at its
discretion to withdraw all or a portion of the deposits made by the Company
pursuant to this Article Fourteen.


 


(c)          
If the Company elects not to withdraw any of the deposits made by the Company
pursuant to this Article Fourteen, if and when the Trustee or Paying Agent is
later permitted to apply all such money or Government Obligations in accordance
with Section 1405, the rights of the Company shall be subrogated to the rights
of the Holders of the Securities of the applicable series to receive payments
from the money or Government Obligations deposited by the Company pursuant to
Article Fourteen and held by the Trustee or Paying Agent; provided that
if the Company shall have made any payment of principal or interest on the
Securities of any series because of the revival and reinstatement of its
obligations, which payment is not sourced from any amounts deposited by the
Company pursuant to Article Fourteen (such amount, in the aggregate, being
referred to as the “Company Paid Amount”), the Company shall be
permitted, at its discretion, to withdraw all or a portion of the deposits made
by the Company pursuant to this Article Fourteen up to the Company Paid Amount.


 


ARTICLE FIFTEEN


 


MEETINGS OF HOLDERS OF
SECURITIES


 


SECTION 1501.  Purposes for Which Meetings May Be
Called. 
If Securities of a series are issuable as Bearer Securities, a meeting of
Holders of Securities of such series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.


 


SECTION 1502.  Call, Notice and Place of Meetings. 
(a)  The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in 


 


72

















 


Section 1501, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, as the Trustee shall determine.  Notice of every meeting of Holders
of Securities of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given, in the manner provided in Section 106, not less than 15 nor
more than 180 days prior to the date fixed for the meeting.


 


(b)          
In case at any time the Company, pursuant to a Board Resolution, or the Holders
of at least 10% in principal amount of the Outstanding Securities of any series
shall have requested the Trustee to call a meeting of the Holders of Securities
of such series for any purpose specified in Section 1501, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first publication of the
notice of such meeting within five days after receipt of such request or shall
not thereafter proceed to cause the meeting to be held as provided herein, then
the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in subsection
(a) of this Section.


 


SECTION 1503.  Persons Entitled to Vote at Meetings. 
To be entitled to vote at any meeting of Holders of Securities of any series, a
Person shall be (1) a Holder of one or more Outstanding Securities of such
series, or (2) a Person appointed by an instrument in writing as proxy for a
Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders.  The only Persons who shall be entitled to be present
or to speak at any meeting of Holders of Securities of any series shall be the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its
counsel.


 


SECTION 1504.  Quorum; Action. 
The Persons entitled to vote a majority in principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting of Holders of
Securities of such series; provided, however, that if any action
is to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a
quorum.  In the absence of a quorum within 30 minutes of the time
appointed for any such meeting, the meeting shall, if convened at the request
of Holders of Securities of such series, be dissolved.  In any other case
the meeting may be adjourned for a period of not less than five days as
determined by the chairman of the meeting prior to the adjournment of such
meeting.  In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than five
days as determined by the chairman of the meeting prior to the adjournment of
such adjourned meeting.  Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 1502(a), except that such notice need be
given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened.  Notice of the reconvening of any adjourned
meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series which shall
constitute a quorum.


 


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Except
as limited by the proviso to Section 902, any resolution presented to a meeting
or adjourned meeting duly reconvened at which a quorum is present as aforesaid
may be adopted by the affirmative vote of the Holders of a majority in
principal amount of the Outstanding Securities of that series; provided,
however, that, except as limited by the proviso to Section 902, any
resolution with respect to any  request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the
Holders of such specified percentage in principal amount of the Outstanding
Securities of that series.


 


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


 


Notwithstanding
the foregoing provisions of this Section 1504, if any action is to be taken at
a meeting of Holders of Securities of any series with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action that
this Indenture expressly provides may be made, given or taken by the Holders of
a specified percentage in principal amount of all Outstanding Securities
affected thereby, or of the Holders of such series and one or more additional
series:


 


(i)           
there shall be no minimum quorum requirement for such meeting; and


 


(ii)          
the principal amount of the Outstanding Securities of such series that vote in
favor of such request, demand, authorization, direction, notice, consent,
waiver or other action shall be taken into account in determining whether such
request, demand, authorization, direction, notice, consent, waiver or other
action has been made, given or taken under this Indenture.


 


SECTION 1505.  Determination of Voting Rights; Conduct
and Adjournment of Meetings.  (a) 
Notwithstanding any provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of
Securities of a series in regard to proof of the holding of Securities of such
series and of the appointment of proxies and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate.  Except as
otherwise  permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities.  Such regulations may provide
that written instruments appointing proxies, regular on their face, may be
presumed valid and genuine without the proof specified in Section 104 or other proof.


 


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(b)          
The Trustee shall, by an instrument in writing appoint a temporary chairman of
the meeting, unless the meeting shall have been called by the Company or by
Holders of Securities as provided in Section 1502(b), in which case the Company
or the Holders of Securities of the series calling the meeting, as the case may
be, shall in like manner appoint a temporary chairman.  A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting.


 


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


 


(d)          
Any meeting of Holders of Securities of any series duly called pursuant to
Section 1502 at which a quorum is present may be adjourned from time to time by
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting, and the meeting may be
held as so adjourned without further notice.


 


SECTION 1506.  Counting Votes and Recording Action of
Meetings. 
The vote upon any resolution submitted to any meeting of Holders of Securities
of any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them.  The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution
and  who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting.  A
record, at least in duplicate, of the proceedings of each meeting of Holders of
Securities of any Series shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors
of votes on any vote by ballot taken thereat and affidavits by one or more
persons having knowledge of the fact, setting forth a copy of the notice of the
meeting and showing that said notice was given as provided in Section 1502 and,
if applicable, Section 1504.  Each copy shall be signed and verified by
the affidavits of the permanent chairman and secretary of the meeting and one
such copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting.  Any record so signed and verified shall be conclusive
evidence of the matters therein stated.


 


* 
*  *  *  *


 


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


 


75

















 


IN
WITNESS WHEREOF, the undersigned being duly authorized, have executed this
Indenture on behalf of the respective parties hereto as of the date first above
written.


 


	
   

  	
  JETBLUE AIRWAYS
  CORPORATION,

  as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [TRUSTEE],

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


76

















 


EXHIBIT
A


 


FORMS OF CERTIFICATION


 


 


EXHIBIT A-1


 


FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED


TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST


PAYABLE PRIOR TO THE EXCHANGE DATE


 


CERTIFICATE


 


[Insert
title or sufficient description of Securities to be delivered]


 


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


 


As
used herein, “United States” means the United States of America
(including the States and the District of Columbia); and its “possessions”
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.


 


We
undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the above-captioned
Securities held by


 

















 


you
for our account in accordance with your Operating Procedures if any applicable
statement herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certification applies as of such date.


 


This
certificate excepts and does not relate to [U.S.$]
                     
of such interest in the above-captioned Securities in respect of which we are
not able to certify and as to which we understand an exchange for an interest
in a Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until
we do so certify.


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [To
  be dated no earlier than the 15th day prior to (i) the Exchange Date or (ii)
  the relevant Interest Payment Date occurring prior to the Exchange Date, as
  applicable]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Name
  of Person Making Certification]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Authorized
  Signatory)

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


A-1-2

















 


EXHIBIT A-2


 


FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND


CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF


A PORTION OF A TEMPORARY GLOBAL SECURITY


OR TO OBTAIN INTEREST PAYABLE PRIOR


TO THE EXCHANGE DATE


 


CERTIFICATE


 


[Insert
title or sufficient description of Securities to be delivered]


 


This
is to certify that, based solely on written certifications that we have
received in writing, by tested telex or by electronic transmission from each of
the persons appearing in our records as persons entitled to a portion of the
principal amount set forth below (our “Member Organizations”) substantially in
the form attached hereto, as of the date hereof, [U.S.$]
                   
principal amount of the above-captioned Securities (i) is owned by person(s)
that are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source (“United
States person(s)”), (ii) is owned by United States person(s) that are (a)
foreign branches of United States financial institutions (financial
institutions, as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)
are herein referred to as “financial institutions”) purchasing for their
own account or for resale, or (b) United States person(s) who acquired the
Securities through foreign branches of United States financial institutions and
who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such financial institution
has agreed, on its own behalf or through its agent, that we may advise JetBlue
Airways Corporation or its agent that such financial institution will comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is
owned by United States or foreign financial institution(s) for purposes of
resale during the restricted period (as defined in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that
financial institutions described in clause (iii) above (whether or not also
described in clause (i) or (ii)) have certified that they have not acquired the
Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.


 


As
used herein, “United States” means the United States of America (including
the States and the District of Columbia); and its “possessions” include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.


 


We
further certify that (i) we are not making available herewith for exchange (or,
if relevant, collection of any interest) any portion of the temporary global
Security representing the above-captioned Securities excepted in the
above-referenced certificates of Member Organizations and (ii) as of the date
hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations 


 

















 


with respect to any
portion of the part submitted herewith for exchange (or, if relevant,
collection of any interest) are no longer true and cannot be relied upon as of
the date hereof.


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [To
  be dated no earlier than the Exchange

  Date or the relevant Interest Payment Date

  occurring prior to the Exchange Date, as

  applicable]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Euroclear
  Bank S.A./N.V.,] as

  
	
   

  	
   

  	
  Operator
  of the Euroclear System

  [Clearstream]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  



 


A-2-2