ex4-1.htm


     

    Exhibit
4.1

     

     

     

     

     

     

     

     

    
      CBS
CORPORATION,

       

      Issuer

       

      and

       

      CBS
OPERATIONS INC.,

       

      Guarantor

       

      and

       

      THE BANK
OF NEW YORK MELLON,

       

      Trustee

       

      


       

      Amended
and Restated Indenture

       

      Dated as
of

       

      November
3, 2008

       

      


       

      Providing
for the Issuance

       

      of

       

      Senior
Debt Securities

       

      


       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Reconciliation
and tie between Trust Indenture Act of 1939

       

      and
Indenture, dated as of .

       

      
        	
                Trust
      Indenture Act Section

              	 
      	
                Indenture
      Section

              
	
                ss.
      310

              	
                (a)(1)                                                         

              	
                607(a)

              
	 
      	
                (a)(2)                                                         

              	
                607(a)

              
	 
      	
                (b)

              	
                607(b),
      609

              
	
                ss.
      312

              	
                (c)                                                         

              	
                701

              
	
                ss.
      314

              	
                (a)                                                         

              	
                704

              
	 
      	
                (a)(4)                                                         

              	
                1008(a)

              
	 
      	
                (c)(1)                                                         

              	
                102

              
	 
      	
                (c)(2)                                                         

              	
                102

              
	 
      	
                (e)                                                         

              	
                102

              
	
                ss.
      315

              	
                (b)

              	
                601

              
	
                ss.
      316

                (“Outstanding”)

              	
                (a)
      (last
      sentence)                                                         

              	
                101

              
	 
      	
                (a)(1)(A)                                                         

              	
                502,
      512

              
	 
      	
                (a)(1)(B)                                                         

              	
                513

              
	 
      	
                (b)

              	
                508

              
	
                ss.
      317

              	
                (a)(1)                                                         

              	
                503

              
	 
      	
                (a)(2)                                                         

              	
                504

              
	
                ss.
      318

              	
                (a)                                                         

              	
                111

              
	 
      	
                (c)                                                         

              	
                111

              


      

      


      


      
        	
                NOTE:

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

              


      

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      TABLE OF CONTENTS

      Page

       

       

      ARTICLE ONE

       

      DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION

       

      
        
          	
                  SECTION 101.

                	
                  Definitions

                	
                  2

                
	
                  SECTION 102.

                	
                  Compliance Certificates and
    Opinions

                	
                  14

                
	
                  SECTION 103.

                	
                  Form of Documents Delivered to
    Trustee

                	
                  15

                
	
                  SECTION 104.

                	
                  Acts of Holders

                	
                  16

                
	
                  SECTION 105.

                	
                  Notices, etc., to Trustee, Company or
      Guarantor

                	
                  18

                
	
                  SECTION 106.

                	
                  Notice to Holders; Waiver

                	
                  18

                
	
                  SECTION 107.

                	
                  Effect of Headings and Table of
      Contents

                	
                  19

                
	
                  SECTION 108.

                	
                  Successors and Assigns

                	
                  19

                
	
                  SECTION 109.

                	
                  Separability Clause

                	
                  19

                
	
                  SECTION 110.

                	
                  Benefits of Indenture

                	
                  19

                
	
                  SECTION 111.

                	
                  Governing Law

                	
                  19

                
	
                  SECTION 112.

                	
                  Legal Holidays

                	
                  20

                
	
                  SECTION 113.

                	
                  Submission to Jurisdiction

                	
                  20

                


        

         

        ARTICLE TWO

         

        SECURITIES FORMS

         

        
          	
                  SECTION 201.

                	
                  Forms of Securities

                	
                  20

                
	
                  SECTION 202.

                	
                  Form of Trustee’s Certificate of
      Authentication

                	
                  21

                
	
                  SECTION 203.

                	
                  Securities Issuable in Global Form

                	
                  21

                


        

         

        ARTICLE THREE

         

        THE SECURITIES

         

        
          	
                  SECTION 301.

                	
                  Amount Unlimited; Issuable in
    Series

                	
                  22

                
	
                  SECTION 302.

                	
                  Denominations

                	
                  27

                
	
                  SECTION 303.

                	
                  Execution, Authentication, Delivery and
      Dating

                	
                  27

                
	
                  SECTION 304.

                	
                  Temporary Securities

                	
                  30

                
	
                  SECTION 305.

                	
                  Registration, Registration of Transfer and
      Exchange

                	
                  32

                
	
                  SECTION 306.

                	
                  Mutilated, Destroyed, Lost and Stolen Securities and
      Coupons

                	
                  36

                
	
                  SECTION 307.

                	
                  Payment of Interest; Interest Rights Preserved;
      Optional Interest Reset

                	
                  37

                
	
                  SECTION 308.

                	
                  Optional Extension of Maturity

                	
                  40

                
	
                  SECTION 309.

                	
                  Persons Deemed Owners

                	
                  41

                
	
                  SECTION 310.

                	
                  Cancellation

                	
                  42

                
	
                  SECTION 311.

                	
                  Computation of Interest

                	
                  42

                
	
                  SECTION 312.

                	
                  Currency and Manner of Payments in Respect of
      Securities

                	
                  42

                
	
                  SECTION 313.

                	
                  Appointment and Resignation of Successor Exchange Rate
      Agent

                	
                  46

                
	
                  SECTION 314.

                	
                  CUSIP Numbers

                	
                  47

                


        

         

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

         

        ARTICLE FOUR

         

        SATISFACTION AND DISCHARGE

         

        
          	
                  SECTION 401.

                	
                  Satisfaction and Discharge of
      Indenture

                	
                  47

                
	
                  SECTION 402.

                	
                  Application of Trust Funds

                	
                  49

                


        

         

        ARTICLE FIVE

         

        REMEDIES

         

        
          	
                  SECTION 501.

                	
                  Events of Default

                	
                  49

                
	
                  SECTION 502.

                	
                  Acceleration of Maturity; Rescission and
      Annulment

                	
                  50

                
	
                  SECTION 503.

                	
                  Collection of Indebtedness and Suits for Enforcement
      by Trustee

                	
                  52

                
	
                  SECTION 504.

                	
                  Trustee May File Proofs of Claim

                	
                  52

                
	
                  SECTION 505.

                	
                  Trustee May Enforce Claims Without Possession of
      Securities or Coupons

                	
                  53

                
	
                  SECTION 506.

                	
                  Application of Money Collected

                	
                  54

                
	
                  SECTION 507.

                	
                  Limitation on Suits

                	
                  54

                
	
                  SECTION 508.

                	
                  Unconditional Right of Holders to Receive Principal,
      Premium and Interest

                	
                  55

                
	
                  SECTION 509.

                	
                  Restoration of Rights and Remedies

                	
                  55

                
	
                  SECTION 510.

                	
                  Rights and Remedies Cumulative

                	
                  55

                
	
                  SECTION 511.

                	
                  Delay or Omission Not Waiver

                	
                  55

                
	
                  SECTION 512.

                	
                  Control by Holders of Securities

                	
                  56

                
	
                  SECTION 513.

                	
                  Waiver of Past Defaults

                	
                  56

                
	
                  SECTION 514.

                	
                  Waiver of Stay or Extension Laws

                	
                  56

                


        

         

        ARTICLE SIX

         

        THE TRUSTEE

         

        
          	
                  SECTION 601.

                	
                  Notice of Defaults

                	
                  57

                
	
                  SECTION 602.

                	
                  Certain Rights of Trustee

                	
                  57

                
	
                  SECTION 603.

                	
                  Not Responsible for Recitals or Issuance of
      Securities

                	
                  59

                
	
                  SECTION 604.

                	
                  May Hold Securities

                	
                  59

                
	
                  SECTION 605.

                	
                  Money Held in Trust

                	
                  59

                
	
                  SECTION 606.

                	
                  Compensation and Reimbursement and Indemnification of
      Trustee

                	
                  59

                
	
                  SECTION 607.

                	
                  Corporate Trustee Required;
      Eligibility

                	
                  60

                
	
                  SECTION 608.

                	
                  Disqualification; Conflicting
      Interests

                	
                  60

                
	
                  SECTION 609.

                	
                  Resignation and Removal; Appointment of
      Successor

                	
                  60

                
	
                  SECTION 610.

                	
                  Acceptance of Appointment by
    Successor

                	
                  62

                
	
                  SECTION 611.

                	
                  Merger, Conversion, Consolidation or Succession to
      Business

                	
                  63

                
	
                  SECTION 612.

                	
                  Appointment of Authenticating
Agent

                	
                  63

                


        

         

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

         

        ARTICLE SEVEN

         

        HOLDERS’ LISTS AND REPORTS BY TRUSTEE, COMPANY AND
GUARANTOR

         

        
          	
                  SECTION 701.

                	
                  Disclosure of Names and Addresses of
      Holders

                	
                  65

                
	
                  SECTION 702.

                	
                  Preservation of Information; Communications to
      Holders

                	
                  65

                
	
                  SECTION 703.

                	
                  Reports by Trustee

                	
                  66

                
	
                  SECTION 704.

                	
                  Reports by Company and Guarantor

                	
                  66

                
	
                  SECTION 705.

                	
                  Calculation of Original Issue
    Discount

                	
                  67

                


        

         

        ARTICLE EIGHT

         

        CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
LEASE

         

        
          	
                  SECTION 801.

                	
                  Company and Guarantor May Consolidate,
      etc

                	
                  67

                
	
                  SECTION 802.

                	
                  Successor Person Substituted

                	
                  67

                


        

         

        ARTICLE NINE

         

        SUPPLEMENTAL INDENTURES

         

        
          	
                  SECTION 901.

                	
                  Supplemental Indentures Without Consent of
      Holders

                	
                  68

                
	
                  SECTION 902.

                	
                  Supplemental Indentures with Consent of
      Holders

                	
                  69

                
	
                  SECTION 903.

                	
                  Execution of Supplemental
    Indentures

                	
                  71

                
	
                  SECTION 904.

                	
                  Effect of Supplemental Indentures

                	
                  71

                
	
                  SECTION 905.

                	
                  Conformity with Trust Indenture
Act

                	
                  71

                
	
                  SECTION 906.

                	
                  Reference in Securities to Supplemental
      Indentures

                	
                  72

                


        

         

        ARTICLE TEN

         

        COVENANTS

         

        
          	
                  SECTION 1001.

                	
                  Payment of Principal, Premium, if Any, and
      Interest

                	
                  72

                
	
                  SECTION 1002.

                	
                  Maintenance of Office or Agency

                	
                  72

                
	
                  SECTION 1003.

                	
                  Money for Security Payments to Be Held in
      Trust

                	
                  74

                
	
                  SECTION 1004.

                	
                  Corporate Existence

                	
                  75

                
	
                  SECTION 1005.

                	
                  Maintenance of Principal
    Properties

                	
                  75

                
	
                  SECTION 1006.

                	
                  Payment of Taxes and Other Claims

                	
                  76

                
	
                  SECTION 1007.

                	
                  Additional Amounts

                	
                  76

                
	
                  SECTION 1008.

                	
                  Compliance Certificate

                	
                  77

                
	
                  SECTION 1009.

                	
                  Waiver of Certain Covenants

                	
                  77

                
	
                  SECTION 1010.

                	
                  Limitations on Liens

                	
                  77

                
	
                  SECTION 1011.

                	
                  Limitations on Sale and Leaseback
      Transactions

                	
                  78

                


        

         

         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

         

         

        ARTICLE ELEVEN

         

        REDEMPTION OF SECURITIES

         

        
          	
                  SECTION 1101.

                	
                  Applicability of Article

                	
                  79

                
	
                  SECTION 1102.

                	
                  Election to Redeem; Notice to
    Trustee

                	
                  79

                
	
                  SECTION 1103.

                	
                  Selection by Trustee of Securities to Be
      Redeemed

                	
                  79

                
	
                  SECTION 1104.

                	
                  Notice of Redemption

                	
                  80

                
	
                  SECTION 1105.

                	
                  Deposit of Redemption Price

                	
                  81

                
	
                  SECTION 1106.

                	
                  Securities Payable on Redemption
    Date

                	
                  81

                
	
                  SECTION 1107.

                	
                  Securities Redeemed in Part

                	
                  82

                


        

         

        ARTICLE TWELVE

         

        SINKING FUNDS

         

        
          	
                  SECTION 1201.

                	
                  Applicability of Article

                	
                  83

                
	
                  SECTION 1202.

                	
                  Satisfaction of Sinking Fund Payments with
      Securities

                	
                  83

                
	
                  SECTION 1203.

                	
                  Redemption of Securities for Sinking
      Fund

                	
                  83

                


        

         

        ARTICLE THIRTEEN

         

        GUARANTEES

         

        
          	
                  SECTION 1301.

                	
                  Guarantees

                	
                  84

                
	
                  SECTION 1302.

                	
                  Execution and Delivery of
    Guarantees

                	
                  85

                
	
                  SECTION 1303.

                	
                  Limitation of Guarantor’s
    Liability

                	
                  86

                


        

         

        ARTICLE FOURTEEN

         

        REPAYMENT AT THE OPTION OF HOLDERS

         

        
          	
                  SECTION 1401.

                	
                  Applicability of Article

                	
                  86

                
	
                  SECTION 1402.

                	
                  Repayment of Securities

                	
                  86

                
	
                  SECTION 1403.

                	
                  Exercise of Option

                	
                  87

                
	
                  SECTION 1404.

                	
                  When Securities Presented for Repayment Become Due
      and Payable

                	
                  87

                
	
                  SECTION 1405.

                	
                  Securities Repaid in Part

                	
                  88

                


        

         

        ARTICLE FIFTEEN

         

        DEFEASANCE AND COVENANT DEFEASANCE

         

        
          	
                  SECTION 1501.

                	
                  Company’s Option to Effect Defeasance or Covenant
      Defeasance

                	
                  88

                
	
                  SECTION 1502.

                	
                  Defeasance and Discharge

                	
                  89

                
	
                  SECTION 1503.

                	
                  Covenant Defeasance

                	
                  89

                
	
                  SECTION 1504.

                	
                  Conditions to Defeasance or Covenant
      Defeasance

                	
                  90

                
	
                  SECTION 1505.

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

                	
                  92

                
	
                  SECTION 1506.

                	
                  Reinstatement

                	
                  92

                


        

         

         

        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        

         

         

        ARTICLE SIXTEEN

         

        MEETINGS OF HOLDERS OF SECURITIES

         

        
          	
                  SECTION 1601.

                	
                  Purposes for Which Meetings May Be
      Called

                	
                  93

                
	
                  SECTION 1602.

                	
                  Call, Notice and Place of
Meetings

                	
                  93

                
	
                  SECTION 1603.

                	
                  Persons Entitled to Vote at
    Meetings

                	
                  93

                
	
                  SECTION 1604.

                	
                  Quorum; Action

                	
                  93

                
	
                  SECTION 1605.

                	
                  Determination of Voting Rights; Conduct and
      Adjournment of Meetings

                	
                  95

                
	
                  SECTION 1606.

                	
                  Counting Votes and Recording Action of
      Meetings

                	
                  95

                


        

      

       

      Acknowledgments

      Exhibit A
- Forms of Certificate

       

       

      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

      
 

      AMENDED
AND RESTATED INDENTURE, dated as of November 3, 2008, between CBS
CORPORATION, a Delaware corporation (the “Company”), having its principal office
at 51 W. 52nd Street,
New York, New York 10019, CBS OPERATIONS INC., a Delaware corporation (the
“Guarantor”), having its principal office at 51 W. 52nd Street,
New York, New York 10019, and THE BANK OF NEW YORK MELLON, a New York banking
corporation, as Trustee (the “Trustee”), having its Corporate Trust Office at
101 Barclay Street, New York, New York 10286.

       

      WHEREAS,
the Company (formerly known as “Viacom Inc.”), the Guarantor (formerly known as
“Viacom International Inc.”) and the Trustee (formerly known as “The Bank of New
York”) previously entered into an indenture, dated as of June 22, 2001
(the “Original Indenture”), under which the Company issued (i) $335,000,000 of
the Company’s 7.25% Senior Notes due 2051, (ii) $700,000,000 of the Company’s
5.625% Senior Notes due 2007, (iii) $600,000,000 of the Company’s 5.625% Senior
Notes due 2012, (iv) $300,000,000 of the Company’s 4.625% Senior Notes due 2018,
(v) $450,000,000 of the Company’s 5.50% Senior Debentures due 2033 and (vi)
$700,000,000 of the Company’s 6.750% Senior Notes dues 2056, in each case, which
were guaranteed by the Guarantor;

       

      WHEREAS,
Section 901(9) of the Original Indenture provides that the Company, the
Guarantor and the Trustee may enter into one or more indentures supplemental to
the Original Indenture to make certain provisions with respect to matters
arising under the Original Indenture without the consent of Holders of
Securities, provided that any such action shall not adversely affect the
interests of the Holders of Securities of any series in any material
respect;

       

      WHEREAS,
the amendments contained herein do not adversely affect the interests of the
Holders of Securities of any series in any material respect;

       

      WHEREAS,
the Company and the Guarantor desire to amend the Original Indenture, including
all exhibits thereto, solely as follows: (i) references to “Viacom Inc.” shall
be references to “CBS Corporation”, (ii)  references to “Viacom
International Inc.” shall be references to “CBS Operations Inc.”,
(iii) each of CBS Corporation’s and CBS Operations Inc.’s principal office
shall be 51 W. 52nd Street,
New York, New York, 10019, (iv) references to “The Bank of New York”
shall be references to “The Bank of New York Mellon” and (v) the location of the
Corporate Trust Office shall be 101 Barclay Street, Floor 8W, New York, New York
10286 (collectively, the “Amendments”);

       

      NOW
THEREFORE, the Company, the Guarantor and the Trustee agree that the Original
Indenture is hereby amended and restated in its entirety to reflect the
Amendments, so that, upon this Amended and Restated Indenture becoming
effective, the Original Indenture shall be amended and restated in its entirety
as follows:

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      RECITALS
OF THE COMPANY AND THE GUARANTOR

       

      The
Company deems it necessary to issue from time to time senior debt securities
(the “Securities”) evidencing its unsecured and unsubordinated indebtedness,
which may or may not be convertible into or exchangeable for any securities of
any Person (including the Company) and which may or may not be guaranteed by the
Guarantor, and has duly authorized the execution and delivery of this Indenture
to provide for the issuance from time to time of the Securities, to be issued in
one or more series, unlimited as to principal amount, to bear such rates of
interest, to mature at such times and to have such other provisions as provided
in this Indenture.

       

      The
Guarantor desires with respect to Securities of certain series issued under this
Indenture to make the Guarantees provided for herein.

       

      This
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as
amended (the “TIA”), that are required to be part of this Indenture and shall,
to the extent applicable, be governed by such provisions.

       

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

       

      NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

       

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

       

      ARTICLE ONE

       

      DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

       

      SECTION 101.  Definitions.  For all
purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

       

      (1)  the
terms defined in this Article have the meanings assigned to them in this
Article, and include the plural as well as the singular and, pursuant to Section
301, any such item may, with respect to any particular series of Securities, be
amended, or modified or specified as being inapplicable;

       

      (2)  all
other terms used herein which are defined in the TIA, 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 TIA;

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          Table of Contents

        

      

       

       

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

       

      (4)  the
words “herein”, “hereof” and “hereunder” and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision.  Certain terms, used principally in Article Three,
Article Five and Article Ten, are defined in those Articles.

       

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

       

      “Additional
Amounts” has the meaning specified in Section 1007.

       

      “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.

       

      “Agent”
means any Security Registrar, co-Registrar, Paying Agent or Authenticating
Agent.

       

      “Attributable
Debt” means, with regard to a Sale and Leaseback Transaction with respect to any
Principal Property, the lesser of:  (a) the fair market value of such
property (as determined in good faith by the Board of Directors of the Company);
or (b) the present value of the total net amount of rent required to be paid
under such lease during the remaining term thereof (including any period for
which such lease has been extended and excluding any unexercised renewal or
other extension options exercisable by the lessee, and excluding amounts on
account of maintenance and repairs, services, taxes and similar charges and
contingent rents), discounted at the rate of interest set forth or implicit in
the terms of such lease (or, if not practicable to determine such rate, the
weighted average interest rate per annum borne by the Securities of the
applicable series then Outstanding) compounded semi-annually.  In the
case of any lease which is terminable by the lessee upon the payment of a
penalty, such net amount shall be the lesser of the net amount determined
assuming termination upon the first date such lease may be terminated (in which
case the net amount shall also include the amount of the penalty, but no rent
shall be considered as required to be paid under such lease subsequent to the
first date upon which it may be so terminated) or the net amount determined
assuming no such termination.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          Table of Contents

        

      

       

       

      “Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 612 to act
on behalf of the Trustee to authenticate Securities of one or more
series.

       

      “Authorized
Newspaper” means a newspaper, in the English language or in an official language
of the country of publication, customarily published on each Business Day,
whether or not published on Saturdays, Sundays or holidays, and of general
circulation in each place in 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 on the same or on different days of the week, in the same or in
different newspapers, in the same city meeting the foregoing requirements and in
each case on any Business Day.

       

      “Bearer
Security” means any Security except a Registered Security.

       

      “Board of
Directors” means the board of directors of the Company or the Guarantor, as the
case may be, or any committee of that board duly authorized to act
hereunder.

       

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

       

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

       

      “Capitalized
Lease” means any obligation of a Person to pay rent or other amounts incurred
with respect to real property or equipment acquired or leased by such Person and
used in its business that is required to be recorded as a capital lease in
accordance with generally accepted accounting principles consistently applied as
in effect from time to time.

       

      “Clearstream”
means Clearstream Banking, societe anonyme, or its successor.

       

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

       

       

      
        
          
          

        

        
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      “Common
Depositary” has the meaning specified in Section 304.

       

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

       

      “Company
Request” or “Company Order” means a written request or order signed in the name
of the Company by one Officer of the Company and delivered to the
Trustee.

       

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

       

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

       

      “Corporate
Trust Office” means the office of the Trustee at which, at any particular time,
its corporate trust business shall be principally administered, which office at
the date of this Indenture is located at 101 Barclay Street, Floor 8W, New York,
New York 10286.

       

      “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 ECU, issued by the government
of one or more countries or by any reorganized confederation or association of
such governments.

       

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

       

      “Default
Amount” has the meaning specified in Section 502.

       

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

       

      “Depositary”
means, as applicable, either the U.S. Depositary or the Common
Depositary.

       

       

      
        
          
          

        

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

       

      “ECU”
means the European Currency Unit as defined and revised from time to time by the
Council of the European Communities.

       

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

       

      “Euro
Security” means any Bearer Security, any Security initially represented by a
Security in temporary global form exchangeable for Bearer Securities and any
Security in permanent global form exchangeable for Bearer
Securities.

       

      “Euroclear”
means Euroclear Bank S.A./N.V., a bank incorporated under the laws of the
Kingdom of Belgium as the operator of the Euroclear System, or its successor as
operator of the Euroclear System.

       

      “European
Communities” means the European Union, the European Coal and Steel Community and
the European Atomic Energy Community.

       

      “European
Monetary System” means the European Monetary System established by the
Resolution of December 5, 1978 of the Council of the European
Communities.

       

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

       

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

       

      “Exchange
Date” has the meaning specified in Section 304.

       

      “Exchange
Rate Agent”, with respect to Securities of or within any series, means, 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), payable with respect to a Security of any series on the
basis of such Market Exchange Rate or the applicable bid quotation signed by the
Treasurer, any Vice President or any Assistant Treasurer of the
Company.

       

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

       

       

      
        
          
          

        

        
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      “Government
Obligations” means securities which are (i) direct obligations of the United
States of America 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 of
America or such government which issued the Foreign Currency in which the
Securities of such series are payable, the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America 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.

       

      “Guarantee”
means any Guarantee of the Guarantor endorsed on a Security authenticated and
delivered pursuant to this Indenture and shall include the Guarantees set forth
in Section 1301.

       

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

       

      “Guarantor
Obligations” shall have the meaning provided in Section 1301.

       

      “Guarantor
Request” or “Guarantor Order” means a written request or order signed in the
name of the Guarantor by one Officer of the Guarantor, and delivered to the
Trustee.

       

      “Holder”
means, in the case of a Registered Security, the Person in whose name the
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, means
the bearer thereof.

       

      “Indebtedness”
of any Person means, without duplication, (i) any obligation of such Person for
money borrowed, (ii) any obligation of such Person evidenced by bonds,
debentures, notes, or other similar instruments, (iii) any reimbursement
obligation of such Person in respect of letters of credit or other similar
instruments which support financial obligations which would otherwise become
Indebtedness, (iv) any obligation of such Person under Capitalized Leases (other
than in respect of (x) telecommunications equipment including, without
limitation, satellite transponders, and (y) theme park equipment and
attractions) and (v) any obligation of any third party to the extent secured by
a Lien on the assets of such Person; provided, however, that “Indebtedness” of
such Person shall not include any obligation of such Person (i) to any
Subsidiary of such Person or to any Person with respect to which such Person is
a Subsidiary or (ii) specifically with respect to the production, distribution
or acquisition of motion pictures or other programming rights, talent or
publishing rights.  When used with respect to the Company, the term
“Indebtedness” also includes any obligation of the Guarantor specified in
clauses (i) through (v) above to the extent that said Indebtedness is Guaranteed
by the Company.

       

       

      
        
          
          

        

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

       

      “interest”,
when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after Maturity, and,
when used with respect to a Security which provides for the payment of
Additional Amounts pursuant to Section 1007, includes such Additional
Amounts.

       

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

       

      “Lien”
means any pledge, mortgage, lien, encumbrance or other security
interest.

       

      “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.

       

       

      
        
          
          

        

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

       

      “non-United
States Person” means a Person who is not a United States Person.

       

      “Notice
of Default” shall have the meaning provided in Section 501.

       

      “Officer”
means the Chairman of the Board, the Chief Executive Officer, the Chief
Operating Officer, the Chief Financial Officer, the President, any Vice
President, the Treasurer, the Secretary, any Assistant Secretary or the
Controller of the Company or the Guarantor, as the case may be.

       

      “Officer’s
Certificate” means a certificate signed by any Officer of the Company or the
Guarantor, as the case may be, in his or her capacity as such Officer and
delivered to the Trustee.

       

      “Opinion
of Counsel” means a written opinion of counsel, who may be counsel for the
Company or the Guarantor, as the case may be, or who may be an employee of or
other counsel for the Company or the Guarantor.

       

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

       

       

      
        
          
          

        

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

       

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

       

      (ii)  Securities,
or portions thereof, for whose payment or redemption 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 or the Guarantor) in
trust or set aside and segregated in trust by the Company or the Guarantor (if
the Company or the Guarantor, as the case may be, shall act as its own Paying
Agent) for the Holders of such Securities and any coupons appertaining thereto,
provided that, if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;

       

      (iii)  Securities,
except to the extent provided in Sections  1502 and 1503, with respect
to which the Company has effected defeasance and/or covenant defeasance as
provided in Article Fifteen;  and

       

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

       

      provided,
however, that in determining whether the Holders of the requisite principal
amount of 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 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 of original issuance of such
Security in accordance with Section 301 hereof, of the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent as of
such date of original issuance of the amount determined as provided in clause
(i) above) of such Security and (iii) 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 or upon any such determination as to the
presence of a quorum, only Securities which the Trustee knows to be so owned
shall be so disregarded.  Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other
obligor.

       

       

      
        
          
          

        

        
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      “Participant”
means a Person who has an account with a Depositary.

       

      “Paying
Agent” means any Person (including the Company or the Guarantor acting as Paying
Agent) 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.

       

      “Periodic
Offering” means an offering of a Securities of a series from time to time the
specific terms of which Securities, including, without limitation, the rate or
rates of interest or formula for determining the rate or rates of interest
thereon, if any, the Stated Maturity or Maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company
upon the issuance of such Securities.

       

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

       

      “Place of
Payment”, when used with respect to the Securities of or within any series,
means the place or places (which, in the case of Euro Securities, shall be
outside the United States) where the principal of (and premium, if any) and
interest, if any, on such Securities are payable as specified and as
contemplated by Sections 301 and 1002.

       

      “Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and
delivered under Section 306 in 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, as the case
may be.

       

      “Principal
Property” means any parcel of real property and related fixtures or improvements
(other than telecommunications equipment, including, without limitation,
satellite transponders) owned by the Company or any Restricted Subsidiary and
located in the United States, the aggregate book value of which on the date of
determination exceeds $1.0 billion, other than any such real property and
related fixtures or improvements, which, as determined in good faith by the
Board of Directors, is not of material importance to the total business
conducted by the Company and its Subsidiaries, taken as a whole.

       

       

      
        
          
          

        

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

       

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

       

      “Registered
Security” means any Security registered in the Security Register.

       

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

       

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

       

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

       

      “Responsible
Officer”, when used with respect to the Trustee, means the chairman or any
vice-chairman of the board of directors, the chairman or any vice-chairman of
the executive committee of the board of directors, the chairman of the trust
committee, the president, any Vice President, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, the cashier, any assistant
cashier, any trust officer or assistant trust officer, the controller or any
assistant controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above-designated officers,
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

       

      “Restricted
Subsidiary” means a corporation all of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more of its
Subsidiaries, or by the Company and one or more of its Subsidiaries, which is
incorporated under the laws of a State of the United States, and which owns a
Principal Property.

       

      “Sale and
Leaseback Transaction” means any arrangement with any Person providing for the
leasing by the Company or any Restricted Subsidiary of any Principal Property
which has been or is to be sold or transferred by the Company or such Person;
provided, however, that “Sale and Leaseback Transaction” shall not include such
arrangements that were existing on the date set forth in a prospectus
supplement, or at the time any Person owning a Principal Property becomes a
Restricted Subsidiary (whether by acquisition or otherwise, including through
merger or consolidation).

       

       

      
        
          
          

        

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

       

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

       

      “Special
Record Date” for the payment of any Defaulted Interest on the Registered
Securities of or within any series means a date fixed by the Trustee pursuant to
Section 307.

       

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

       

      “Subsidiary”
of any Person means (i) a corporation a majority of the outstanding Voting Stock
of which is at the time, directly or indirectly, owned by such Person, by one or
more Subsidiaries of such Person, or by such Person and one or more Subsidiaries
thereof or (ii) any other Person (other than a corporation), including, without
limitation, a partnership or joint venture, in which such Person, one or more
Subsidiaries thereof, or such Person and one or more Subsidiaries thereof,
directly or indirectly, at the date of the determination thereof, has at least
majority ownership interest entitled to vote in the election of directors,
managers or trustees thereof (or other Persons performing similar
functions).

       

      “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.

       

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

       

      “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.

       

       

      
        
          
          

        

        
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      “United
States Person” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, any 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, any state thereof or the District of
Columbia (other than a partnership that is not treated as a United States Person
under any applicable Treasury regulations), any estate the income of which is
subject to United States federal income taxation regardless of its source, or
any trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
Persons have the authority to control all substantial decisions of the
trust.  Notwithstanding the preceding sentence, to the extent provided
in the Treasury regulations, certain trusts in existence on August 20, 1996, and
treated as United States Persons prior to such date that elect to continue to be
treated as United States Persons, will also be United States
Persons.

       

      “U.S.
Depositary” means, with respect to the Securities of any series issuable or
issued in whole or in part in the form of one or more permanent global
Securities, the Person designated as U.S. Depositary by the Company pursuant to
Section 301, which must be a clearing agency registered under the Exchange Act,
and if any time there is more than one such Person, “U.S. Depositary” as used
with respect to the Securities of any series shall mean the U.S. Depositary with
respect to the Securities of such series.

       

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

       

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

       

      “Voting
Stock” means stock of the class or classes having general voting power under
ordinary circumstances to elect at least a majority of the board of directors,
managers or trustees of a corporation (irrespective of whether or not at the
time stock of any other class or classes shall have or might have voting power
by reason of the happening of any contingency).

       

      “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.  Except as otherwise expressly provided by this Indenture,
upon any application or request by the Company or the Guarantor to the Trustee
to take any action under any provision of this Indenture (other than in
connection with the delivery of any Security offered in a Periodic Offering to
the Trustee for authentication pursuant to Section 303), the Company or the
Guarantor, as the case may be, shall furnish to the Trustee an Officer’s
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

       

       

      
        
          
          

        

        
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      Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than pursuant to Section 1008) 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 such individual, he or she has made such
examination or investigation as is necessary to enable such individual to
express an informed opinion as to whether or not such condition or covenant has
been complied with; and

       

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

       

      SECTION 103.  Form of Documents Delivered to
Trustee.  In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion 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.

       

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

       

       

      
        
          
          

        

        
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      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 Sixteen, 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 or the Guarantor or to all of them.  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, 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 1606.

       

      (b)  The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him or her the execution thereof.  Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority.  The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner 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, the Company and the Guarantor may assume
that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (2) such Bearer Security is produced to the
Trustee by some other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding.  The ownership of Bearer Securities may also be proved in
any other manner that the Trustee deems reasonably sufficient.

       

       

      
        
          
          

        

        
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      (e)  If
the Company or the Guarantor shall solicit from the Holders of Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company or the Guarantor, as the case may be, 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 Act, but the Company
or the Guarantor, as the case may be, 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 Act
may be given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than eleven months after
the record date.

       

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

       

       

      
        
          
          

        

        
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      SECTION 105.  Notices, etc., to Trustee, Company
or Guarantor.  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 or the Guarantor shall be sufficient for
every purpose hereunder if made, given, furnished, filed or mailed, first class
postage prepaid, in writing to or with the Trustee at its Corporate Trust
Office, or

       

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

       

      SECTION 106.  Notice to Holders;
Waiver.  Except as otherwise expressly provided herein or otherwise
specified with respect to any Securities pursuant to Section 301, where this
Indenture provides for notice of any event to Holders of Registered Securities
by the Company, the Guarantor or the Trustee, such notice shall be sufficiently
given 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.  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.

       

      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 to
Holders of Registered Securities by mail, then such notification to Holders of
Registered Securities as shall be made with the approval of the Trustee shall
constitute a sufficient notification to such Holders for every purpose
hereunder.  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.

       

      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.

       

       

      
        
          
          

        

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

       

      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.

       

      Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such
notice.  Waivers of notice by Holders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

       

      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, any Guarantee 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, the
Guarantees or coupons, express or implied, shall give to any Person, other than
the parties hereto, any Security Registrar, any Paying Agent, any Authenticating
Agent and their successors hereunder and the Holders any benefit or any legal or
equitable right, remedy or claim under this Indenture.

       

      SECTION 111.  Governing Law.  This
Indenture, the Securities, the coupons and, if issued, the Guarantees, shall be
governed by and construed in accordance with the laws 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.

       

       

      
        
          
          

        

        
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      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 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 payable 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.

       

      SECTION 113.  Submission to
Jurisdiction.  The Company and, if any Guarantees are issued and, the
Guarantor, each hereby irrevocably submit to the non-exclusive jurisdiction of
any New York state or federal court sitting in The City of New York in any
action or proceeding arising out of or relating to the Indenture, the Securities
of any series or, with respect to the Guarantor, the Guarantees, and the Company
and the Guarantor hereby irrevocably agree that all claims in respect of such
action or proceeding may be heard and determined in such New York state or
federal court.  The Company and the Guarantor hereby irrevocably
waive, to the fullest extent they may effectively do so, the defense of an
inconvenient forum to the maintenance of such action or proceeding.

       

      ARTICLE TWO

       

      SECURITIES
FORMS

       

      SECTION 201.  Forms of Securities.  The
Registered Securities, if any, of each series, the Bearer Securities, if any, of
each series and related coupons, the temporary global Securities of each series,
if any, and the permanent global Securities of each series, if any, and the
Guarantees, if any, to be endorsed thereon 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 of the Company
or, in the case of the Guarantees, the Guarantor, 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 placed thereon as
the Company or the Guarantor, as the case may be, 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.

       

       

      
        
          
          

        

        
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      The
definitive Securities and coupons, if any, including the Guarantees, 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, Guarantees or coupons, as evidenced by their execution of such
Securities, Guarantees or coupons.

       

      SECTION 202.  Form of Trustee’s Certificate of
Authentication.  Subject to Section 612, 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.

       

      
        
          	 	The
      Bank of New York Mellon, 	 
	 	 	as
      Trustee	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	Authorized
      Officer 	 


        

         

        
          	 	Dated:	 	 


        

      

       

      SECTION 203.  Securities Issuable in Global
Form.  If Securities of or within a series are issuable in global
form, as specified as contemplated by Section 301, then, notwithstanding clause
(8) of Section 301 and the provisions of Section 302, any such Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities of such series from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities of such series represented
thereby 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 or the Security Registrar 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 applicable, Section 304, the Trustee or the Security Registrar 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 or the Security
Registrar the Security in global form together with written instructions (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) 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.

       

       

      
        
          
          

        

        
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      Notwithstanding
the provisions of Section 201 and 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 therein.

       

      Notwithstanding
the provisions of Section 309 and except as provided in the preceding paragraph,
the Company, the Guarantor (if Guarantees are issued), the Trustee and any agent
of the Company, the Guarantor (if Guarantees are issued), 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 Holder of such permanent global Security in
registered form, 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.

       

      The
Securities shall rank equally and pari passu and may be issued in one or more
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 Officer’s
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 including CUSIP numbers (which shall
distinguish the Securities of such series from all other series of
Securities);

       

      (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 1405) and except for any Securities which, pursuant to Section
303, are deemed never to have been authenticated and delivered
hereunder);

       

       

      
        
          
          

        

        
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      (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 any such interest shall accrue or the method by which any such date
or dates shall be determined, the Interest Payment Dates on which any such
interest will be payable and the Regular Record Date, if any, for any interest
payable on any Registered Security on any Interest Payment Date, or the method
by which such date or dates 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 the Borough of Manhattan,
The City of New York, where the principal of (and premium, if any) and interest,
if any, on Securities of the series shall be payable (which in the case of Euro
Securities shall be outside the United States), 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, if different than the location specified in Section 105, the
place or places where notices or demands to or upon the Company or, if
applicable, the Guarantor 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 that 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;

       

       

      
        
          
          

        

        
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      (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 the Maturity thereof pursuant to Section 502, upon redemption of the
Securities of the series which are redeemable before their Stated Maturity, upon
surrender for repayment at the option of the Holder, or which the Trustee shall
be entitled to claim pursuant to Section 504 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 1009)  of the Company or, if applicable, the
Guarantor 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;

       

       

      
        
          
          

        

        
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      (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 with or without coupons 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 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,
whether Registered Securities of the series may be exchanged for Bearer
Securities of the series (if permitted by applicable laws and regulations),
whether Bearer Securities of the series may be exchanged for Registered
Securities of the series, and the circumstances under which and the place or
places where such exchanges may be made and if Securities of the series are to
be issuable as a global Security, the identity of the depository for such
series;

       

      (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, 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;  and the extent
to which, or the manner in which, any interest payable on a permanent global
Security on an Interest Payment Date will be paid if other than in the manner
provided in Section 307;

       

      (19)  the
applicability, if any, of Sections 1502 and/or 1503 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 Fifteen;

       

      (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;

       

       

      
        
          
          

        

        
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      (21)  whether,
under what circumstances and the Currency in which, the Company will pay
Additional Amounts as contemplated by Section 1007 on the Securities of the
series to any Holder who is a non-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 issued upon the exercise of warrants, the
time, manner and place for such Securities to be authenticated and
delivered;

       

      (24)  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;

       

      (25)  if
Securities of or within the series are to be Guaranteed by the Guarantor and any
modification of the terms of the Guarantees as set forth in Article Thirteen
hereof; 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) at
which the Securities will be issued and any modification of the definitions set
forth herein.

       

      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 the Board Resolution referred to above (subject to
Section 303) and set forth in the Officer’s Certificate referred to above or in
any such indenture supplemental hereto.  Not all Securities of any one
series need 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.

       

      If any of
the terms of the Securities of any series are established by action taken
pursuant to one or more Board Resolutions, a copy of an appropriate record of
such action(s) shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the
Officer’s Certificate setting forth the terms of the Securities of such
series.

       

       

      
        
          
          

        

        
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      With
respect to Securities of a series offered in a Periodic Offering, the Board
Resolution (or action taken pursuant thereto), Officer’s Certificate or
supplemental indenture referred to above may provide general terms or parameter
for Securities of such series and provide either that the specific terms of
particular Securities of such series shall be specified in a Company Order or
that such terms shall be determined by the Company in accordance with other
procedures specified in a Company Order as contemplated by the third paragraph
of Section 303.

       

      SECTION 302.  Denominations.  The
Securities of each series shall be issuable in such denominations as shall be
specified as contemplated by 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 its Chairman of the Board, the Chief
Executive Officer, the Chief Operating Officer, the Chief Financial Officer, or
its President or one of its Executive Vice Presidents or Vice Presidents or by
its Treasurer or one of its Assistant Treasurers, and attested by its Secretary
or one of its Assistant Secretaries.  The signature of any of these
officers on the Securities or 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 coupons
appertaining thereto, executed by the Company and (if Securities of such series
were specified as contemplated by Section 301 to be Guaranteed by the Guarantor)
having endorsed thereon Guarantees duly executed by the Guarantor, 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 the case of Securities offered in a Periodic Offering, the Trustee shall
authenticate and deliver such Securities from time to time in accordance with
such other procedures (including, without limitation, the receipt by the Trustee
of oral or electronic instructions from the Company or its duly authorized
agents, promptly confirmed in writing) acceptable to the Trustee as may be
specified by or pursuant to a Company Order delivered to the Trustee prior to
the time of the first authentication of Securities of such series; provided
further, however, that, in connection with its original issuance, no Euro
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

       

       

      
        
          
          

        

        
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      Section
301, a Euro Security (other than a Security in temporary global form) may be
delivered in connection with its original issuance only if the Person entitled
to physical delivery of such Euro Security (which, in case of a Euro Security to
be received in exchange for all or a portion of a Security in temporary global
form, shall be the account holder with Euroclear or Clearstream to whose account
all or such portion of such Security in temporary global form has been credited)
shall have furnished 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.  If any
Security shall be represented by a permanent global 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 physical 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 not all the Securities of any series are 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 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 an Opinion of Counsel
stating,

       

      (a)  that
the form or forms of such Securities and any such Guarantees to be endorsed
thereon 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, or in the case of
Securities of a series offered in a Periodic Offering, will be, established in
conformity with the provisions of this Indenture, subject, in the case of
Securities of a series offered in a Periodic Offering, to any conditions
specified in such Opinion of Counsel; and

       

      (c)  that
such Securities, together with any Guarantees endorsed thereon and any coupons
appertaining thereto, when completed by appropriate insertions and executed and
delivered by the Company to the Trustee for authentication in accordance with
this Indenture, authenticated and delivered by the Trustee in accordance with
this Indenture and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute legal, valid
and binding obligations of the Company and the Guarantor, respectively,
enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization and other similar laws of general applicability
relating to or affecting the enforcement of creditors’ rights, to general
equitable principles and to such other qualifications as such counsel shall
conclude do not materially affect the rights of Holders of such Securities, such
Guarantees and any coupons.

       

       

      
        
          
          

        

        
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      Notwithstanding
the provisions of Section 301 and the two preceding paragraphs, if all the
Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Officer’s Certificate otherwise required pursuant to
Section 301 or the Company Order, Opinion of Counsel or Officer’s Certificate
otherwise required pursuant to such preceding paragraphs 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.

       

      If such
form or terms have been so established, the Trustee shall not be required to
authenticate and deliver such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties,
obligations or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the
Trustee.  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.

       

      With
respect to Securities of a series offered in a Periodic Offering, the Trustee
may rely, as to the authorization by the Company of any of such Securities or as
to the authorization by the Guarantor of any Guarantee endorsed thereon, the
form and terms thereof and the legality, validity, binding effect and
enforceability thereof, upon the Opinion of Counsel and the other documents
delivered pursuant to Section 201 and 301 and this Section, as applicable, in
connection with the first authentication of Securities of such
series.

       

      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, no Guarantee endorsed thereon 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.  The delivery of
any Security by the Trustee after the authentication thereof hereunder shall
constitute due delivery of any Guarantee endorsed thereon on behalf of the
Guarantor.  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.

       

       

      
        
          
          

        

        
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      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 and, if applicable, having endorsed thereon Guarantees
duly executed by the Guarantor substantially of the tenor of the definitive
Guarantees, 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, Guarantees or coupons may determine, as conclusively evidenced by
their execution of such Securities, Guarantees or coupons, as the case may
be.  In the case of Securities of any series issuable as Bearer
Securities, such temporary Securities shall be delivered only in compliance with
the conditions set forth in Section 303 and 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 and of like tenor of
authorized denominations, having, if applicable, endorsed thereon Guarantees
duly executed by the Guarantor; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary Registered Security; and
provided further, however, 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.

       

      (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).

       

       

      
        
          
          

        

        
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      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 and, if applicable, having endorsed thereon Guarantees
duly executed by the Guarantor, 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, or to
the Security Registrar, 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 and, if applicable, having endorsed thereon
Guarantees duly executed by the Guarantor.  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 and,
if applicable, having endorsed thereon Guarantees duly executed by the
Guarantor, 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 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.

       

       

      
        
          
          

        

        
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      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
or the applicable Paying Agent 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 and, if applicable,
having endorsed thereon Guarantees duly executed by the Guarantor 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 or the applicable Paying Agent immediately 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, and for facilitating
exchanges of temporary global Securities for permanent global Securities or
definitive Securities, or both, or of permanent global Securities for definitive
Securities, or both, 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.

       

       

      
        
          
          

        

        
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      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 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, and having, if applicable,
endorsed thereon Guarantees duly executed by the Guarantor.

       

      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, having, if applicable,
endorsed thereon Guarantees duly executed by the Guarantor.  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 Officer’s
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 (except as provided below) and with 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, the Guarantor 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.

       

       

      
        
          
          

        

        
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      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, having, if applicable, endorsed
thereon Guarantees duly executed by the Guarantor.

       

      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 or the Security Registrar definitive Securities of that
series in aggregate principal amount equal to the principal amount of such
beneficial owner’s interest in such permanent global Security, executed by the
Company and, if applicable, having endorsed thereon Guarantees duly executed by
the Guarantor.  On or after the earliest date on which such interests
may be so exchanged, in accordance with instructions given by the Company to the
Trustee or the Security Registrar and the Common Depositary or the U.S.
Depositary, as the case may be (which instructions shall be in writing but need
not comply with Section 102 or be accompanied by an Opinion of Counsel), such
permanent global Security shall be surrendered from time to time by the Common
Depositary or the U.S. Depositary, as the case may be, 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, or to the Security Registrar to be
exchanged, in whole or from time to time in part, for definitive Securities of
the same series 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 and, if applicable, having endorsed
thereon Guarantees duly executed by the Guarantor 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,
in which case the definitive Securities exchanged for the permanent global
Security shall be issuable only in the form in which the Securities are
issuable, 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.  Promptly following any such exchange in part, such permanent
global Security shall be returned by the Trustee or the Security Registrar to
the Common Depositary or the U.S. Depositary, as the case may be, or such other
depositary referred to above in accordance with the Company’s
instructions.  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.

       

       

      
        
          
          

        

        
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      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.

       

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

       

      No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906, 1107 or 1405 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.

       

       

      
        
          
          

        

        
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      SECTION 306.  Mutilated, Destroyed, Lost and
Stolen Securities and Coupons.  If any mutilated Security or a
Security with a mutilated coupon appertaining to it is surrendered to the
Trustee or 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
having, if applicable, endorsed thereon Guarantees duly executed by the
Guarantor, and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered
Security.

       

      If there
shall be delivered to the Company, the Guarantor (if related Guarantees are
issued) 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, the
Guarantor or the Trustee that such Security or coupon has been acquired by a
bona fide purchaser, the Company shall, subject to the following paragraph,
execute and the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and principal
amount, containing identical terms and provisions, having, if applicable,
endorsed thereon Guarantees duly executed by the Guarantor 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, as the case may be; 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.

       

       

      
        
          
          

        

        
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      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 any Guarantees endorsed thereon duly executed by
the Guarantor and 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 and, if applicable,
the Guarantor, 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, any Guarantees endorsed thereon 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 located in 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
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 any U.S. Depositary, and/or 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
such U.S. Depositary and/or 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.

       

       

      
        
          
          

        

        
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      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 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.

       

       

      
        
          
          

        

        
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      (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 such 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 50
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) 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).

       

       

      
        
          
          

        

        
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      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 Fourteen 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 50 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.

       

       

      
        
          
          

        

        
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      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, if any,
provided for in the Extension Notice and establish a higher interest rate for
the Extension Period by causing 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 Fourteen 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 Guarantor (if a Guarantee is endorsed
on such Registered Security), the Trustee and any agent of the Company, the
Guarantor (if a Guarantee is endorsed on such Registered Security), or the
Trustee may treat the Person in whose name such Registered Security is
registered as the absolute owner of such Registered 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
none of the Company, the Guarantor (if a Guarantee is endorsed on such
Registered Security), the Trustee nor any agent of the Company, the Guarantor
(if a Guarantee is endorsed on such Registered Security), 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 Guarantor (if a Guarantee is endorsed on
such Bearer Security), the Trustee and any agent of the Company, the Guarantor
(if a Guarantee is endorsed on such Bearer Security), 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 none of the Company, the Guarantor (if a
Guarantee is endorsed on such Bearer Security), the Trustee nor any agent of the
Company, the Guarantor (if a Guarantee is endorsed on such Bearer Security), or
the Trustee shall be affected by notice to the contrary.

       

       

      
        
          
          

        

        
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      None of
the Company, the Guarantor, 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 temporary or permanent Security,
nothing herein shall prevent the Company, the Guarantor, the Trustee, or any
agent of the Company, the Guarantor or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by a Common
Depositary or a U.S. Depositary, as the case may be, or impair, as between a
Common Depositary or a U.S. Depositary and Holders of beneficial interests in
such temporary or permanent global Security, the operation of customary
practices governing the exercise of the rights of the Common Depositary or the
U.S. Depositary as Holder of such temporary or permanent 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
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 the Trustee.  The Company or the
Guarantor may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company or the
Guarantor, as the case may be, 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 or the Guarantor
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 destroyed by the Trustee and the Trustee
shall deliver a certificate of such destruction to the Company, 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.

       

       

      
        
          
          

        

        
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      (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 Fifteen 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.

       

       

      
        
          
          

        

        
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      (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
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.

       

       

      
        
          
          

        

        
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      (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, including, but not limited
to, the ECU.

       

      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, including, but not limited to, the ECU, 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, including, but not limited to, the ECU, 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.

       

      An
“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.

       

       

      
        
          
          

        

        
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      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 the ECU or any other 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.

       

      (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.

       

       

      
        
          
          

        

        
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      (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”, “CINS” or “ISIN” numbers (if
then generally in use), and, if so, the Trustee shall indicate the respective
“CUSIP”, “CINS” or “ISIN” 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 advise the Trustee as
promptly as practicable in writing of any change in the CUSIP, CINS or ISIN
numbers.

       

      ARTICLE FOUR

       

      SATISFACTION
AND DISCHARGE

       

      SECTION 401.  Satisfaction and Discharge of
Indenture.  Except as set forth below, 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, any surviving rights of tender for
repayment at the option of the Holders and any right to receive Additional
Amounts, as provided in Section 1007), 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 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 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 with the Trustee or any Paying Agent or segregated and held in trust by
the Company or the Guarantor, as the case may be, and thereafter repaid to the
Company or the Guarantor, as the case may be, or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee for cancellation;
or

       

       

      
        
          
          

        

        
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      (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, solely for the benefit of the Holders, 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 irrevocably paid or caused to be irrevocably paid all other sums
payable hereunder by the Company; and

       

      (3)  the
Company has delivered to the Trustee an Officer’s 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 612 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 any termination of this
Indenture.

       

       

      
        
          
          

        

        
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      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 coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company or the Guarantor acting as 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.

       

      ARTICLE FIVE
 

      REMEDIES

       

      SECTION 501.  Events of
Default.  “Event of Default”, wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless it is either inapplicable to a
particular series or is specifically deleted or modified in or pursuant to the
supplemental indenture or a Board Resolution establishing such series of
Securities or is in the form of Security for such series:

       

      (1)  default
in the payment of any interest on any Security of that series, or any related
coupon, 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 due and payable, at its Maturity, upon acceleration, redemption or
otherwise; or

       

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

       

       

      
        
          
          

        

        
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      (4)  the
entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company or, if Guarantees are issued, the Guarantor
in an involuntary case or proceeding under any applicable federal or state
bankruptcy, insolvency, reorganization or other similar law or (B) a decree or
order adjudging the Company or, if Guarantees are issued, the Guarantor a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company or, if Guarantees are issued, the Guarantor under any applicable federal
or state law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or, if Guarantees
are issued, the Guarantor or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 90 consecutive days; or

       

      (5)  the
commencement by the Company or, if Guarantees are issued, the Guarantor of a
voluntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to
the entry of a decree or order for relief in respect of the Company or, if
Guarantees are issued, the Guarantor in an involuntary case or proceeding under
any applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable federal or state law, or
the consent by it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or similar official of the Company or, if Guarantees are issued,
the Guarantor or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due or the taking of
corporate action by the Company or, if Guarantees are issued, the Guarantor in
furtherance of any such action;  or

       

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

       

      SECTION 502.  Acceleration of Maturity;
Rescission and Annulment.  If an Event of Default with respect to
Securities of any series at the time Outstanding (other than an Event of Default
specified in Section 501(4) or (5)) occurs and is continuing, then in every such
case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may, and the Trustee at the request of
such Holders shall, declare immediately due and payable, by a notice in writing
to the Company and, if applicable, the Guarantor (and to the Trustee if given by
Holders) the unpaid principal (or, if the Securities of that series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of (and premium, if any) and accrued
interest in respect of each Security then Outstanding in that series (the
“Default Amount”).  Upon any such declaration, the Default Amount
shall become immediately due and payable on all Outstanding Securities of that
series.  Notwithstanding any other provision of this Section 502, if
an Event of Default specified in Section 501(4) or (5) occurs then, the Default
Amount on the Securities then Outstanding shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

       

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

       

      
        
          
          

        

        
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      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 (such demand and payment in the case of Euro
Securities to occur only outside of the United States), 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 of that series 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.

       

      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, the Guarantor (if any related Guarantees are issued) 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, the Guarantor (if any related Guarantees are issued) 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 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, the Guarantor (if any related
Guarantees are issued) or any other obligor upon the Securities of a series or
the property of the Company, the Guarantor (if any related Guarantees are
issued) 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 or, if applicable,
the Guarantor for the payment of any overdue principal, premium, if any, or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise:

       

       

      
        
          
          

        

        
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      (i)  to
file and prove a claim for the whole amount of principal (or in the case of
Original Issue Discount 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 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 (which distribution, in the case of Euro
Securities, shall occur only outside the United States);

       

      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, their agents and counsel, and any other amounts due the Trustee under
Section 606.

       

      Subject
to Article Eight and Section 902 and unless otherwise provided as contemplated
by Section 301, 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 and
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.

       

       

      
        
          
          

        

        
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      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 (such presentation, in the
case of Euro Securities or coupons, to occur only outside the United States),
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

       

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

       

      SECOND:  To
the payment (such payment, in the case of Euro Securities, to occur only outside
the United States) 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 designated in writing by the Company.

       

      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 an indemnity, reasonably
satisfactory to the Trustee, against the costs, expenses and liabilities to be
incurred in compliance with such request;

       

      (4)  the
Trustee for 60 days after its receipt of such 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;

       

       

      
        
          
          

        

        
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      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.

       

      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 Stated Maturity or Maturities
expressed in such Security or coupon (or, in the case of redemption, on the
Redemption Date or, in the case of repayment at the option of the Holders on the
Repayment 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 Guarantor, 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.

       

       

      
        
          
          

        

        
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      SECTION 512.  Control by Holders of
Securities.  The Holders of not less than a majority in principal
amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series, provided
that

       

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

       

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

       

      (3)  the
Trustee may refuse to follow any direction which, in the Opinion of Counsel to
the Trustee, is unduly prejudicial to other Holders of Securities of such series
not consenting or would subject the Trustee to personal liability.

       

      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 Securities of 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 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.

       

       

      
        
          
          

        

        
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      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 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
interest 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(3) with respect to the Securities and coupons of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof.

       

      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, other
evidence of indebtedness or other paper or document (whether in its original or
facsimile form)  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 or the Guarantor mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order or Guarantor
Request or Guarantor Order, as the case may be (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 of
the Company or the Guarantor 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 Officer’s Certificate.

       

       

      
        
          
          

        

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

       

      (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, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee in good faith shall determine to
make such further inquiry or investigation, it shall be entitled upon reasonable
notice and at reasonable times during normal business hours to examine the
books, records and premises of the Company or, if any Guarantees are issued, the
Guarantor, 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.

       

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

       

      (9)  The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities
hereunder.

       

      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.

       

       

      
        
          
          

        

        
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      SECTION 603.  Not Responsible for Recitals or
Issuance of Securities.  The recitals contained herein and in the
Securities, including any Guarantees endorsed thereon, except the Trustee’s
certificate of authentication, and in any coupons shall be taken as the
statements of the Company or the Guarantor, as the case may be, 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 or the Guarantor, 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 and the Guarantor
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 with the Company or the Guarantor, as the
case may be.

       

      SECTION 606.  Compensation and Reimbursement and
Indemnification of Trustee.  The Company agrees:

       

      (1)  To
pay to the Trustee or any predecessor Trustee from time to time such reasonable
compensation for all services rendered by it hereunder as has been agreed upon
from time to time in writing (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust).

       

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

       

      (3)  To
indemnify each of the Trustee or 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.

       

       

      
        
          
          

        

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

       

      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
to 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.  Disqualification; Conflicting
Interests.  If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this
Indenture.

       

      SECTION 609.  Resignation and Removal;
Appointment of Successor.  (a)  No resignation or removal of
the Trustee and no appointment of a successor Trustee pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section
610.

       

      (b)  Subject
to Section 609(a) hereof, the Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the Company
and, if applicable, the Guarantor.

       

      (c)  The
Trustee may be removed at any time with respect to the Securities of any series
by (i) the Company, by an Officer’s Certificate delivered to the Trustee,
provided that contemporaneously therewith (x) the Company immediately appoints a
successor Trustee with respect to the Securities of such series meeting the
requirements of Section 607 hereof and (y) the terms of Section 610 hereof are
complied with in respect of such appointment (the Trustee being removed hereby
agreeing to execute the instrument contemplated by Section 610(b) hereof, if
applicable, under such circumstances) and provided further that no Default with
respect to such Securities shall have occurred and then be continuing at such
time, or (ii) Act of the Holders of not less than a majority in principal amount
of the Outstanding Securities of such series delivered to the Trustee, the
Company and, if applicable, the Guarantor.

       

       

      
        
          
          

        

        
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      (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 the Guarantor 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, the Guarantor 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 an
Officer’s Certificate 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 or Officer’s Certificate, 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.

       

       

      
        
          
          

        

        
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      (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 610.  Acceptance of Appointment by
Successor.  (a)  In case of the appointment hereunder of a
successor Trustee with respect to all Securities, every such successor Trustee
shall execute, acknowledge and deliver to the Company, the Guarantor 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, the Guarantor 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 Guarantor, if
applicable, 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, the Guarantor 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.  Whenever there is a
successor Trustee with respect to one or more (but less than all) series of
securities issued pursuant to this Indenture, the terms “Indenture” and
“Securities” shall have the meanings specified in the provisos to the respective
definition of those terms in Section 101 which contemplate such
situation.

       

       

      
        
          
          

        

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

       

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

       

      SECTION 611.  Merger, Conversion, Consolidation
or Succession to Business.  Any corporation into which the Trustee may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all 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; provided, however, that the right to adopt the
certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

       

      SECTION 612.  Appointment of Authenticating
Agent.  The Trustee may appoint an Authenticating Agent or Agents
(which may be an Affiliate or Affiliates of the Company) with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue or
upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and 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 of America or of any State or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal 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.

       

       

      
        
          
          

        

        
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      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 promptly give written 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 for its services under this Section.

       

       

      
        
          
          

        

        
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      If an
appointment with respect to one or more series is made pursuant to this Section,
the Securities of such series may have endorsed thereon, in addition to 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.

       

      
        
          
            	 	The
      Bank of New York Mellon, 	 
	 	 	as
      Trustee	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	as Authenticating
      Agent 	 


          

           

          
            	 	By:	 	 
	 	 	Authorized
      Officer 	 


          

        

         

      

      If all of
the Securities of a series may not be originally issued at one time, and the
Trustee does not have an office capable of authenticating Securities upon
original issuance located in a Place of Payment where the Company wishes to have
Securities of such series authenticated upon original issuance, the Trustee, if
so requested by the Company in writing (which writing need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint
in accordance with this Section an Authenticating Agent (which, if so requested
by the Company, shall be an Affiliate of the Company) having an office in a
Place of Payment designated by the Company with respect to such series of
Securities, provided that the terms and conditions of such appointment are
acceptable to the Trustee.

       

      ARTICLE SEVEN

       

      HOLDERS’
LISTS AND REPORTS BY

      TRUSTEE,
COMPANY AND GUARANTOR

       

      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, the Guarantor and the Trustee that
neither the Company, the Guarantor nor the Trustee nor any Authenticating Agent
nor any Paying Agent nor any Security Registrar nor any agent of any of them
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.  Preservation of Information;
Communications to Holders.  (a)  The Trustee shall preserve,
in as current a form as is reasonably practicable, the names and addresses of
Holders contained in the most recent list furnished to the Trustee as provided
in Section 701 and the names and addresses of Holders received by the Trustee in
its capacity as Security Registrar.  The Trustee may destroy any list
furnished to it as provided in Section 701 upon receipt of a new list so
furnished.

       

       

      
        
          
          

        

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

       

      (c)  Every
Holder of Securities, by receiving and holding the same, agrees with the
Company, the Guarantor and the Trustee that neither the Company, the Guarantor
nor the Trustee nor any agent of either of them shall be held accountable by
reason of any disclosure of information as to names and addresses of Holders
made pursuant to the Trust Indenture Act.

       

      SECTION 703.  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 which meets the
requirements of 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, with the Company and the Guarantor.  The
Company will promptly notify the Trustee of the listing of the Securities on any
stock exchange.

       

      SECTION 704.  Reports by Company and
Guarantor.  The Company and, so long as any Securities in respect of
which Guarantees have been issued are Outstanding, the Guarantor,
will:

       

      (a)  file
with the Trustee, within 15 days after the Company or the Guarantor, as the case
may be, is required to file the same with the Commission, copies of the annual
reports and of the information, documents, and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company or the Guarantor, as the case
may be, may be required to file with the Commission pursuant to
Section  13 or Section 15(d) of the Exchange Act;

       

      (b)  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 or the
Guarantor, as the case may be, with the conditions and covenants of this
Indenture as may be required from time to time by such rules and
regulations.

       

      The
Trustee shall transmit by mail to the Holders of Securities, within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in TIA Section 313(c), such summaries of any information, documents and
reports required to be filed by the Company or the Guarantor, as the case may
be, pursuant to paragraphs (a) and (b) of this Section.

       

       

      
        
          
          

        

        
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      SECTION 705.  Calculation of Original Issue
Discount.  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, TRANSFER OR LEASE

       

      SECTION 801.  Company and Guarantor May
Consolidate, etc.  Only on Certain Terms.  Neither the
Company nor the Guarantor may consolidate or merge with or into another
corporation, or sell or convey all or substantially all of their respective
property and assets to another Person unless:  (i) immediately after
such consolidation, merger, sale or conveyance no Event of Default or Default
shall have occurred and be continuing; (ii) the surviving Person in such
consolidation or merger (if other than the Company or the Guarantor, as the case
may be) or person to whom such property and assets are sold or conveyed (if
other than the Company or the Guarantor, as the case may be) is a corporation
organized under the laws of the United States or any state thereof, and such
Person (if other than the Company or the Guarantor, as the case may be) through
a supplemental indenture assumes payment of the principal of (premium, if any,
on) and interest on, the Outstanding Securities of the applicable series and the
performance and observance of all the covenants and conditions of the Indenture
with respect to the Company or the Guarantor, as the case may be, (iii) the
Company or the Guarantor, as the case may be, shall have delivered to the
Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, sale or conveyance and such supplemental indenture
comply with the applicable provisions of the Indenture and that all conditions
precedent therein provided for relating to such consolidation, merger, sale or
conveyance have been complied with.  The Company and/or the Guarantor
may consolidate or merge with or into, or sell or convey all or substantially
all of its property and assets to any Subsidiary.  For purposes of
this Section, “sell or convey all or substantially all of its property and
assets” shall mean property and assets contributing in the aggregate at least
80% of the Company’s total consolidated revenues as reported in the Company’s
last available periodic financial report (quarterly or annual, as the case may
be) filed with the Commission.

       

      SECTION 802.  Successor Person
Substituted.  Upon any consolidation by the Company or the Guarantor
with or merger by the Company or the Guarantor into any other corporation or any
sale or conveyance of all or substantially all of the property and assets of the
Company or the Guarantor to any Person in accordance with Section 801, the
successor Person formed by such consolidation or into which the Company or the
Guarantor is merged or to which such sale or conveyance is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company or the Guarantor, as the case may be under this Indenture with the same
effect as if such successor Person had been named as the Company or the
Guarantor, as the case may be, herein, and in the event of any such sale or
conveyance, the Company or the Guarantor, as the case may be (which term shall
for this purpose mean the Person named as the “Company” or the “Guarantor” in
the first paragraph of this Indenture or any successor Person which shall
theretofore become such in the manner described in Section 801), shall be
discharged of all obligations and covenants under this Indenture and the
Securities and any coupons appertaining thereto, or the Guarantees, as the case
may be, and may be dissolved or liquidated.

       

       

      
        
          
          

        

        
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      ARTICLE NINE

       

      SUPPLEMENTAL
INDENTURES

       

      SECTION 901.  Supplemental Indentures Without
Consent of Holders.  Unless otherwise specified in Section 902,
without the consent of any Holders of Securities or coupons, the Company and, if
applicable, the Guarantor, when authorized by or pursuant to a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form reasonably satisfactory to the Trustee,
for any of the following purposes:

       

      (1)  to
evidence the succession of another Person to the Company or the Guarantor and
the assumption by any such successor of the covenants of the Company or the
Guarantor, as the case may be, herein and in the Securities and the Guarantees
in accordance with Article Eight hereof; or

       

      (2)  to
add to the covenants of the Company or the Guarantor for the benefit of the
Holders of all or any series of Securities and any related coupons (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 the Guarantor; 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 registrable 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 adversely affect the interests of the Holders of Securities of any
series or any related coupons in any material respect; or

       

       

      
        
          
          

        

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

       

      (6)  to
secure the Securities pursuant to the requirements of Section 801 or 1006, or
otherwise; or

       

      (7)  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 Securities convertible into or exchangeable for any securities of
any Person (including the Company); or

       

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

       

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

       

      (10)  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, 1502 and 1503; provided that any such
action shall not 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 aggregate principal amount of all Outstanding Securities of each
series affected by such supplemental indenture, by Act of said Holders delivered
to the Company, and the Trustee, the Company and, if applicable, the Guarantor,
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 which affect such series of Securities or of modifying in any
manner the rights of the Holders of Securities of such series and any related
coupons under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
of each such series affected thereby:

       

       

      
        
          
          

        

        
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      (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 the terms of any
sinking fund with respect to any Security; or reduce the principal amount
thereof or the rate of interest thereon, or any premium payable upon the
redemption thereof, or repayment thereof at the option of the Holder, or change
any obligation of the Company to pay Additional Amounts as contemplated by
Section 1007 (except as contemplated by Section 801(1) and permitted by Section
901(1)), or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section  502, or upon the redemption
thereof 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 on or after the Redemption Date
or, in the case of repayment at the option of the Holder, on or after the
Repayment Date), or modify the provisions of this Indenture with respect to the
mandatory redemption of Securities or repayment of the Securities at the option
of the Holder in a manner adverse to any Holder of any Securities or any coupons
appertaining thereto, or adversely affect any right to convert or exchange any
Security as may be provided pursuant to Section 301 herein,

       

      (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,

       

      (3)  modify
any of the provisions of this Section, Section 513 or Section 1009, except to
increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby; provided, however, that this clause shall
not be deemed to require the consent of any Holder of a Security or coupon with
respect to changes in the references to “the Trustee” and concomitant changes in
this Section, or the deletion of this proviso, in accordance with the
requirements of Sections 610(b) and 901(8), or

       

      (4)  reduce
the terms and conditions of any obligations of the Guarantor in respect of the
due and punctual payment of the principal thereof and premium, if any, and
interest, if any, thereon.  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.

       

       

      
        
          
          

        

        
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      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, 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.

       

      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.

       

       

      
        
          
          

        

        
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      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, the Company
and, if applicable, the Guarantor, to any such supplemental indenture may be
prepared and executed by the Company having, if applicable, Guarantees endorsed
thereon and executed by the Guarantor, and authenticated and delivered (which
delivery, in the case of Euro Securities, shall occur only outside the United
States) by the Trustee in exchange for Outstanding Securities of such
series.

       

      ARTICLE TEN

       

      COVENANTS

       

      SECTION 1001.  Payment of Principal, Premium, if
Any, and Interest.  The Company covenants and agrees for the benefit
of the Holders of each series of Securities and any related coupons that it will
duly and punctually pay, in the Currency or Currencies in which the Securities
of such series are payable (except as otherwise specified pursuant to Section
301 for the Securities of such series), the principal of (and premium, if any,
on) and any interest on the Securities of that series in accordance with the
terms of such Securities, any coupons appertaining thereto and this
Indenture.  Unless otherwise specified as contemplated by Section 301
with respect to any series of Securities, any interest due on Bearer Securities
on or before Maturity shall be payable only upon presentation and surrender of
the respective coupons for such interest installments.

       

      SECTION 1002.  Maintenance of Office or
Agency.  If Securities of a series are issuable only as Registered
Securities, the Company will maintain in each Place of Payment for such series
an office or agency where Securities of that series may be presented or
surrendered for payment, where Securities of that series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served, which agency initially shall be The Bank of New York Mellon, 101
Barclay Street, New York, New York 10286,
Attention:           .  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 notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related coupons may be presented or
surrendered for payment in the circumstances described in 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 (including payment of any
Additional Amounts payable on Securities of that series pursuant to Section
1007); provided, however, that, if the Securities of that series are listed on
The International Stock Exchange of the United Kingdom and the Republic of
Ireland, Limited, the Luxembourg Stock Exchange or any other stock exchange
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      United
States and such stock exchange shall so require, the Company will maintain a
Paying Agent for the Securities of that series in London, Luxembourg or any
other required city located outside the United States, as the case may be, so
long as the Securities of that series are listed on such exchange; and (C)
subject to any laws or regulations applicable thereto, in a Place of Payment for
that series located 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 and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served.  The Company will give
prompt written notice to the Trustee and give prompt notice to the Holders as
provided in Section 106 of the location, and any change in the location, of any
such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency in respect of any series of
Securities or shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders of Securities of that series may be made and
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of that series and the related coupons
may be presented and surrendered for payment (including payment of any
Additional Amounts payable on Bearer Securities of that series pursuant to
Section 1007) at any Paying Agent for such series located outside the United
States, and the Company hereby appoints the same as its agent to receive all
such respective presentations, surrenders, notices and demands.

       

      Unless
otherwise specified with respect to any Securities pursuant to Section 301, no
payment of principal, premium, if any, 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 any account
maintained with a financial institution located in the United States; provided,
however, that, if the Securities of a series are denominated and payable in
Dollars, payment of principal of (and premium, if any, on) and any interest on
any Bearer Security (including any Additional Amounts payable on Securities of
such series pursuant to Section 1007) shall be made at the office of the
Company’s Paying Agent in the Borough of Manhattan, The City of New York, or the
office or agency of the Company 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, if any, interest or Additional Amounts, as the case may be, at all
offices or agencies outside the United States maintained for the purpose by the
Company in accordance with this Indenture is illegal or effectively precluded by
exchange controls or other similar restrictions.

       

      The
Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in accordance with the requirements set forth above for Securities of any series
for such purposes.  The Company will give prompt written notice to the
Trustee and the Holders of any such designation or rescission and of any change
in the location of any such other office or agency.  Unless otherwise
specified with respect to any Securities as contemplated by Section 301 with
respect to a series of Securities, the Company hereby designates as a Place of
Payment for each series of Securities the office or agency of the Company in the
Borough of Manhattan, The City of New York, and initially appoints the Trustee
at its Corporate Trust Office as Paying Agent in the Borough of Manhattan, The
City of New York and as its agent to receive all such presentations, surrenders,
notices and demands.

       

       

      
        
          
          

        

        
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      SECTION 1003.  Money for Security Payments to Be
Held in Trust.  If the Company or the Guarantor shall at any time act
as a Paying Agent with respect to the Securities of any series and any related
coupons, it will, on or before each due date of the principal of (and premium,
if any, on) or any interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum (in the
Currency or Currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series)) sufficient to pay the principal (and premium, if any) or any
interest 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, prior to or on each due date of the principal
of (and premium, if any, on) or any interest on any Securities of that series,
deposit with a Paying Agent a sum (in the Currency or Currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series)) sufficient to pay the principal
(and premium, if any) or any interest so becoming due, such sum of money 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 such action or any failure so to
act.

       

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

       

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

       

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

       

       

      
        
          
          

        

        
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      (3)  at
any time during the continuance of any such default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.  The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee
all sums of money held in trust by the Company or such Paying Agent, such sums
to be held by the Trustee upon the same trusts as those upon which such sums
were held by the Company or such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

       

      Except as
provided in the Securities of any series, any money deposited with the Trustee
or any Paying Agent, or then held by the Company or the Guarantor, in trust for
the payment of the principal of (and premium, if any, on) or interest on any
Security of any series, or any coupon appertaining thereto, and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be paid
to the Company on Company Request, or (if then held by the Company or the
Guarantor) shall be discharged from such trust; and the Holder of such Security
or any coupon appertaining thereto shall thereafter, as an unsecured general
creditor, unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property law, look only to the Company and, if
applicable, the Guarantor for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such money held in trust, and all liability
of the Company or the Guarantor as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in an Authorized Newspaper in each Place of Payment, 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.  Corporate
Existence.  Subject to Article Eight, the Company and, so long as any
Securities in respect of which Guarantees have been issued are Outstanding, the
Guarantor will do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence, rights (charter and statutory)
and franchises; provided, however, that neither the Company nor the Guarantor
shall be required to preserve any such right or franchise if its Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of its business.

       

      SECTION 1005.  Maintenance of Principal
Properties.  The Company will cause all Principal Properties used or
useful in the conduct of its business or the business of the Guarantor or a
Restricted Subsidiary of the Company to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
maintenance of any of such properties or prevent or restrict the sale,
abandonment or other disposition of any of such properties if such action is, in
the judgment of the Company, desirable in the conduct of the business of the
Company and its Subsidiaries as a whole.

       

       

      
        
          
          

        

        
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      SECTION 1006.  Payment of Taxes and Other
Claims.  The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
Subsidiary of the Company or upon the income, profits or property of the Company
or any Subsidiary of the Company, and (b) all material lawful claims for labor,
materials and supplies which, if unpaid, might by law become a Lien upon the
property of the Company or any Subsidiary of the Company; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith.

       

      SECTION 1007.  Additional Amounts.  If
Securities of a series provide for the payment of additional amounts to any
Holder who is a non-United States Person in respect of any tax, assessment or
governmental charge (“Additional Amounts”), the Company will pay to the Holder
of any Security of such series or any coupon appertaining thereto such
Additional Amounts as may be so provided by Section 301.  Whenever in
this Indenture there is mentioned, in any context, the payment of the principal
of (or premium, if any, on) or interest on, or in respect of, any Security of a
series or payment of any related coupon or the net proceeds received on the sale
or exchange of a Security of a series, such mention shall be deemed to include
mention of the payment of Additional Amounts provided for 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 premium, if any) is made), and at
least 10 days prior to each date of payment of principal (and premium, if any)
or interest if there has been any change with respect to the matters set forth
in the below-mentioned Officer’s Certificate, the Company will furnish the
Trustee and the Company’s principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officer’s Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of (and premium,
if any, on) or interest on the Securities of that series shall be made to
Holders of Securities of that series or any related coupons who are non-United
States Persons without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that
series.  If any such withholding shall be required, then such
Officer’s 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.  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 Officer’s
Certificate furnished pursuant to this Section or in the event the Trustee shall
not withhold or deduct any sums as a result of the non-receipt of an Officer’s
Certificate pursuant to this Section.

       

       

      
        
          
          

        

        
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      SECTION 1008.  Compliance
Certificate.  (a)  The Company and, so long as any
Securities in respect of which Guarantees have been issued are Outstanding, the
Guarantor, each shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company or the Guarantor, as the case may be, ending
after the date hereof so long as any Security is Outstanding hereunder, an
Officer’s Certificate, stating that in the course of the performance by the
signatory of his or her duties as such officer of the Company or the Guarantor,
as the case may be, they would normally obtain knowledge of any Default by the
Company in the performance or fulfillment of any covenant, agreement or
condition contained in this Indenture, and stating whether or not they have
obtained knowledge of any such Default existing on the date of such statement
and, if so, specifying each such Default of which the signatory has knowledge
and the nature thereof.

       

      (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 any officer listed in
(a) above becoming aware of any Default, Event of Default or default in the
performance of any covenant, agreement or condition contained in this Indenture,
an Officer’s Certificate specifying such Default, Event of Default, default or
event of default and what action the Company is taking or proposes to take with
respect thereto and the status thereof.

       

      SECTION 1009.  Waiver of Certain
Covenants.  With respect to the Securities of any series, the Company
and the Guarantor may omit in any particular instance to comply with any
covenant or condition specified pursuant to Section 301 as being subject to this
Section 1009, if, before the time for such compliance, the Holders of at least a
majority in aggregate principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the Guarantor and the duties of the Trustee in
respect of any such covenant or condition shall remain in full force and
effect.

       

      SECTION 1010.  Limitations on
Liens.  The Company shall not create, assume or suffer to exist any
Lien on any of its property or assets, without securing the Securities of any
applicable series equally and ratably with (or prior to) such secured
Indebtedness; provided, however, that the foregoing shall apply only to Liens
which in the aggregate exceed 15% of the Company’s total consolidated assets as
of the end of the Company’s most recent accounting period preceding the creation
or assumption of any such Lien (reduced by any Attributable Debt with respect to
any Sale and Leaseback Transaction permitted under Section 1011
below).  This restriction will not apply to Capitalized Leases or to
Indebtedness secured by (a) Liens existing on the date the Securities are
issued, as applicable, and Liens on property of, or Indebtedness of, any Person
at the time such Person becomes a Subsidiary (whether by acquisition or
otherwise, including through merger or consolidation), (b) Liens in favor of the
Company or a Subsidiary of the Company, (c) Liens existing at the time of
acquisition of the assets secured thereby (including acquisition through merger
or consolidation) and purchase money Liens, and (d) any extension, renewal or
refunding of any Lien referred to in the foregoing clauses (a) through (c),
inclusive.

       

       

      
        
          
          

        

        
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      SECTION 1011.  Limitations on Sale and Leaseback
Transactions.  The Company shall not, and shall not permit any
Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with
respect to any Principal Property unless (a) such Sale and Leaseback Transaction
involves a lease for a term of not more than three years; (b) such Sale and
Leaseback Transaction is between the Company and a Subsidiary of the Company or
between Subsidiaries of the Company; (c) the Company or such Restricted
Subsidiary would be entitled to incur indebtedness secured by a Lien on such
Principal Property involved in such Sale and Leaseback Transaction at least
equal in amount to the Attributable Debt with respect to such Sale and Leaseback
Transaction pursuant to the first sentence of the “Limitations on Liens”
covenant in Section 1010 above without equally and ratably securing the
Securities of any applicable series pursuant to such covenant; (d) the proceeds
of such Sale and Leaseback Transaction are at least equal to the fair market
value thereof (as determined in good faith by the Board of Directors of the
Company) and the Company applies an amount equal to the greater of the net
proceeds of such sale or the Attributable Debt with respect to such Sale and
Leaseback Transaction within 180 days of such sale to either (or a combination)
of (i) the retirement (other than the mandatory retirement, mandatory prepayment
or sinking fund payment or by payment at maturity) of debt for borrowed money of
the Company or a Subsidiary of the Company that matures more than 12 months
after its creation (other than debt that is subordinated to the Securities or
debt to the Company or a Subsidiary of the Company) or (ii) the purchase,
construction or development of other comparable property; or (e) such Sale and
Leaseback Transaction is entered into within 180 days after the initial
acquisition by the Company or such Restricted Subsidiary, as the case may be, of
the Principal Property subject to such Sale and Leaseback
Transaction.

       

       

      
        
          
          

        

        
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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 an Officer’s Certificate.  In case of any redemption
at the election of the Company the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed and, if
applicable, of the tenor of the Securities to be redeemed, and shall deliver to
the Trustee such documentation and records as shall enable the Trustee to select
the Securities to be redeemed pursuant to Section 1103.  In the case
of any redemption of Securities of any series (i) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (ii) pursuant to an election of the Company which
is subject to a condition specified in the terms of such Securities, the Company
shall furnish the Trustee with an Officer’s Certificate evidencing compliance
with such restriction or condition.

       

      SECTION 1103.  Selection by Trustee of
Securities to Be Redeemed.  If less than all the Securities of any
series are to be redeemed (unless all of the Securities of a specified tenor 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; provided that such method complies with the rules of any
national securities exchange or quotation system on which the Securities are
then listed, 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; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Security not redeemed to
less than the minimum authorized denomination for Securities of such
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.

       

       

      
        
          
          

        

        
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      SECTION 1104.  Notice of
Redemption.  Except as otherwise specified as contemplated by Section
301, 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, 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.

       

      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 (which in the case of Euro Securities shall be
outside the United States) 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,

       

       

      
        
          
          

        

        
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      (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 Redemption Date 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 Guarantor, if applicable, 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.

       

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

       

      Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company.

       

      SECTION 1105.  Deposit of Redemption
Price.  On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, 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 and, if applicable, the Guarantor shall default in the payment of the
Redemption Price and accrued interest, if any) such Securities shall cease to
bear interest and the coupons for such interest appertaining to any Bearer
Securities so to be 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, unless otherwise specified as
contemplated by Section 301, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.

       

       

      
        
          
          

        

        
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      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, the Guarantor and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless.  If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only at
an office or agency located outside the United States (except as otherwise
provided in Section 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, the Guarantor
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company, the Guarantor and the Trustee duly
executed by, the Holder thereof or such Holder’s attorney duly authorized in
writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge a new Registered
Security or Securities of the same series and of like tenor, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered, with, if applicable, Guarantees endorsed thereon duly executed by
the Guarantor.  If a temporary global Security or permanent global
Security is so surrendered, such new Security so issued shall be a new temporary
global Security or permanent global Security, respectively.  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.

       

       

      
        
          
          

        

        
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      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.  Subject to Section 1203, 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 to the Trustee (other than any previously called for redemption or
presented for repayment at the option of the Holder) 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 previously
purchased or otherwise acquired or 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 together in the case
of any Bearer Securities of such series with all unmatured coupons appertaining
thereto, in each case in satisfaction of all or any part of any mandatory
sinking fund payment with respect to the Securities of the same series required
to be made pursuant to the terms of such Securities as provided for by the terms
of such series; provided that such Securities 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 Officer’s 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 Officer’s 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 more than 60 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 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 1105, 1106 and 1107.

       

       

      
        
          
          

        

        
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      ARTICLE
THIRTEEN


       

      GUARANTEES

       

      SECTION 1301.  Guarantees.  If
Securities of or within a series are specified, as contemplated by Section 301,
to be guaranteed by the Guarantor, then the Guarantor hereby fully and
unconditionally guarantees to each Holder of any such Security which is
authenticated and delivered by the Trustee and to each Holder of any coupon
appertaining to any such Security, if any, and to the Trustee for itself and on
behalf of each such Holder, the due and punctual payment of the principal of
(and premium, if any, on) and interest (including, in case of default, interest
on principal and, to the extent permitted by applicable law, on overdue interest
and including any additional interest required to be paid according to the terms
of any such Security or any coupon appertaining thereto), if any, on each such
Security, and the due and punctual payment of any sinking fund payment (or
analogous obligation), if any, provided for with respect to any such Security,
when and as the same shall become due and payable, whether at Stated Maturity,
upon redemption, upon acceleration, upon tender for repayment at the option of
any Holder or otherwise, according to the terms thereof and of this Indenture,
including, without limitation, the payment of any Additional Amounts, if any,
provided for with respect to any such Security as described under Section 1007
hereof (the “Guarantor Obligations”).  In case of the failure of the
Company or any successor thereto punctually to pay any such principal, premium,
interest or sinking fund payment, the Guarantor hereby agrees to cause any such
payment to be made punctually when and as the same shall become due and payable,
whether at Stated Maturity, upon redemption, upon declaration of acceleration,
upon tender for repayment at the option of any Holder or otherwise, as if such
payment were made by the Company.

       

      The
Guarantor hereby agrees that its Guarantor Obligations hereunder shall be as if
it were principal debtor and not merely surety and shall be absolute and
unconditional, irrespective of the identity of the Company, the validity,
regularity or enforceability of any such Security or coupon appertaining thereto
or this Indenture, the absence of any action to enforce the same, any waiver or
consent by the Holder of any such Security or coupon appertaining thereto with
respect to any provisions thereof, the recovery of any judgment against the
Company or any action to enforce the same, or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a
Guarantor.  The Guarantor hereby waives diligence, presentment, demand
of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that its
Guarantees will not be discharged except by complete performance of its
obligations contained in any such Security or coupon appertaining thereto and in
this Guarantee.

       

       

      
        
          
          

        

        
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      If the
Trustee or the Holder of any Security or any coupon appertaining thereto is
required by any court or otherwise to return to the Company or the Guarantor, or
any custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official acting in relation to the Company or the Guarantor, any amount
paid to the Trustee or such Holder in respect of a Security or any coupons
appertaining thereto, the Guarantee, to the extent theretofore discharged, shall
be reinstated in full force and effect.  The Guarantor further agrees,
to the fullest extent that it may lawfully do so, that, as between the
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand,
the maturity of the obligations Guaranteed hereby may be accelerated as provided
in Article Five hereof for the purposes of this Guarantee, notwithstanding any
stay, injunction or other prohibition extant under any applicable bankruptcy law
preventing such acceleration in respect of the obligations guaranteed
hereby.

       

      The
Guarantor shall be subrogated to all rights of the Holders of the Securities of
a series (and of any coupons appertaining thereto) against the Company in
respect of any amounts paid by the Guarantor on account of such Securities or
any coupons appertaining thereto or this Indenture; provided, however, that the
Guarantor shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation until the principal of (and
premium, if any, on) and interest, if any, on all Securities of such series
shall have been indefeasibly paid in full.

       

      SECTION 1302.  Execution and Delivery of
Guarantees.  To evidence its Guarantees with respect to Securities of
or within any series that are specified, as contemplated by Section 301, to be
guaranteed by the Guarantor, the Guarantor hereby agrees to execute the
Guarantees, in a form established pursuant to Section 201, to be endorsed on
each Security of such series authenticated and delivered by the
Trustee.  Each such Guarantee shall be executed on behalf of the
Guarantor by its Chairman of the Board, the Chief Executive Officer, the Chief
Operating Officer, the Financial Officer, or its President, or one of its
Executive Vice Presidents or Vice Presidents, or by its Treasurer or one of its
Assistant Treasurers and attested by its Secretary or one of its Assistant
Secretaries.  The signature of any of these officers on the Guarantees
may be manual or facsimile.

       

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

       

       

      
        
          
          

        

        
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      The
delivery of any Securities by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Guarantees endorsed thereon on
behalf of the Guarantor.  The Guarantor hereby agrees that its
Guarantees set forth in this Article Thirteen shall remain in full force and
effect notwithstanding any failure to endorse on each Security a notation of
such Guarantee.

       

      SECTION 1303.  Limitation of Guarantor’s
Liability.  The Guarantor, and by its acceptance of a Security each
Holder, hereby confirms that it is the intention of all such parties that in no
event shall any Guarantor Obligations under the Guarantees constitute or result
in a fraudulent transfer or conveyance for purposes of, or result in a violation
of, any United States federal, or applicable United States state, fraudulent
transfer or conveyance or similar law.  To effectuate the foregoing
intention, in the event that the Guarantor Obligations, if any, in respect of
the Securities of any series would, but for this sentence, constitute or result
in such a fraudulent transfer or conveyance or violation, then the liability of
the Guarantor under its Guarantees in respect of the Securities of such series
shall be reduced to the extent necessary to eliminate such fraudulent transfer
or conveyance or violation under the applicable fraudulent transfer or
conveyance or similar law.

       

      ARTICLE FOURTEEN

       

      REPAYMENT
AT THE OPTION OF HOLDERS

       

      SECTION 1401.  Applicability of
Article.  Repayment of Securities of any series before their Stated
Maturity at the option of Holders thereof 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 1402.  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 or the Guarantor is acting as 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 1403.  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 therefor 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 1404.  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 and, if applicable, the Guarantor 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, unless otherwise specified as contemplated by Section
301, 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.

       

       

      
        
          
          

        

        
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      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 1402 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, the Guarantor, if
applicable, 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 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 1405.  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, and of like tenor, 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, with, if applicable, Guarantees endorsed thereon duly executed by the
Guarantor.  If a temporary global Security or permanent global
Security is so surrendered, such new Security so issued shall be a new temporary
global Security or a new permanent global Security, respectively.

       

      ARTICLE FIFTEEN

       

      DEFEASANCE
AND COVENANT DEFEASANCE

       

      SECTION 1501.  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 1502 or (b) covenant defeasance of the Securities of a
series under Section 1503, then the provisions of such Section 1502 or Section
1503, as the case may be, together with Sections 1504, 1505 and 1506, shall be
applicable to the Securities of such series, and the Company may, at its option
by Officer’s Certificate, at any time, with respect to the Securities of such
series, elect to have either Section 1502 (if applicable) or Section 1503 (if
applicable) be applied to the Outstanding Securities of such series upon
compliance with the conditions set forth below in this Article
Fifteen.

       

       

      
        
          
          

        

        
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      SECTION 1502.  Defeasance and
Discharge.  Upon the Company’s exercise of the above option applicable
to this Section with respect to any Securities of or within a series and subject
to Sections 1505 and 1506, the Company and the Guarantor shall be deemed to have
been discharged from its obligations with respect to the Outstanding Securities
of such series and any related coupons on and after the date the conditions
precedent set forth below are satisfied but subject to satisfaction of the
conditions subsequent set forth below (hereinafter,
“defeasance”).  For this purpose, such defeasance means that the
Company and the Guarantor shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities of such series and any
related coupons, which shall thereafter be deemed to be “Outstanding” only for
the purposes of Section 1505 and the other Sections of this Indenture referred
to in (A) and (B) below, and to have satisfied all their other obligations under
such Securities and any related coupons and this Indenture insofar as such
Securities and any related coupons 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 of such securities and any related coupons to receive,
solely from the trust fund described in Section 1504 and as more fully set forth
in such Section, payments in respect of the principal of (and premium, if any,
on) and interest on such Securities and any related coupons when such payments
are due, (B) the Company’s obligations and, to the extent applicable, the
Guarantor’s obligations with respect to such Securities under Sections 304, 305,
306, 1002 and 1003 and with respect to the payment of Additional Amounts, if
any, on such Securities as contemplated by Section 1007, and such obligations as
shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities
and other provisions in respect of the Trustee hereunder and (D) this Article
Fifteen.  Subject to compliance with this Article Fifteen, the Company
may exercise its option under this Section 1502 notwithstanding the prior
exercise of its option under Section 1503 with respect to such Securities and
any related coupons.  Following a defeasance, payment of the
Securities of such series may not be accelerated because of an Event of
Default.

       

      SECTION 1503.  Covenant
Defeasance.  Upon the Company’s exercise of the above option
applicable to this Section with respect to any Securities of or within a series,
the Company and the Guarantor shall each be released from its obligations under
any Section(s) of this Indenture applicable to such Securities that are
determined pursuant to Section 301 to be subject to this provision with respect
to the Outstanding Securities of such series and any related coupons on and
after the date the conditions precedent set forth below are satisfied but
subject to satisfaction of the conditions subsequent set forth below
(hereinafter, “covenant defeasance”), and such Securities and any related
coupons shall thereafter be deemed not to be “Outstanding” for the purposes of
any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such Sections, 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 of such series and any related
coupons, the Company and the Guarantor may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section, whether directly or indirectly, by reason of any reference elsewhere
herein to any such Section or by reason of reference in any such Section 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 hereunder, but, except as
specified above, the remainder of this Indenture and such Securities and any
related coupons shall be unaffected thereby.  Following a covenant
defeasance, payment of the Securities of such series may not be accelerated
because of an Event of Default solely by reference to such Sections specified
above in this Section 1503.

       

       

      
        
          
          

        

        
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      SECTION 1504.  Conditions to Defeasance or
Covenant Defeasance.  The following shall be the conditions precedent
or, as specifically noted below, subsequent, to application of either Section
1502 or Section 1503 to any Outstanding Securities of or within a series and any
related coupons:

       

      (1)  The
Company shall have irrevocably deposited or caused to be irrevocably deposited
with the Trustee (or another trustee satisfying the requirements of Section 607
who shall agree to comply with the provisions of this Article Fifteen applicable
to it) as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for the benefit of, and dedicated solely to,
the Holders of such Securities and any related coupons, (A)  Dollars
in an amount, or (B) Government Obligations which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, Dollars in
an amount, or (C) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee (or other qualifying
trustee), to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, (i) each installment of
principal of (and premium, if any, on) and interest on such Outstanding
Securities and any related coupons on the Stated Maturity (or Redemption Date,
if applicable) of such principal (and premium, if any) or interest on the day on
which such payments are due and payable in accordance with the terms of this
Indenture, the Securities of such series and the coupons, if any, appertaining
thereto, and (ii) any mandatory sinking fund payments or analogous payments
applicable to such Outstanding Securities and any related coupons on the due
dates thereof.  Before such a deposit, the Company may give to the
Trustee, in accordance with Section 1102 hereof, a notice of its election to
redeem all or any portion of such Outstanding Securities at a future date in
accordance with the terms of the Securities of such series and Article Eleven
hereof, which notice shall be irrevocable.  Such irrevocable
redemption notice, if given, shall be given effect in applying the
foregoing.

       

      (2)  No
Default or Event of Default with respect to such Securities or any related
coupons shall have occurred and be continuing (A) on the date of such deposit or
(B) insofar as paragraphs (4) and (5) of Section 501 are concerned, at any time
during the period ending on the 91st day after the date of such deposit or, if
longer, ending on the day following the expiration of the longest preference
period applicable to the Company in respect of such deposit (it being understood
that the condition in this clause (B) is a condition subsequent and shall not be
deemed satisfied until the expiration of such period).

       

       

      
        
          
          

        

        
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      (3)  Such
defeasance or covenant defeasance shall not (A) cause the Trustee for the
Securities of such series to have a conflicting interest as defined in TIA
Section 310(b) or otherwise for purposes of the Trust Indenture Act with respect
to any securities of the Company or (B) result in the trust arising from such
deposit to constitute, unless it is qualified as, a regulated investment company
under the Investment Company Act of 1940, as amended.

       

      (4)  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.

       

      (5)  Such
defeasance or covenant defeasance shall not cause any Securities of such series
then listed on any registered national securities exchange under the Securities
Exchange Act of 1934, as amended, to be delisted.

       

      (6)  In
the case of an election under Section 1502, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (x) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling, or
(y) 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 of such series and any related coupons will not recognize income,
gain or loss for federal income tax purposes as a result of such defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such defeasance had not
occurred.

       

      (7)  In
the case of an election under Section 1503, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of the
Outstanding Securities of such series and any related coupons will not recognize
income, gain or loss for federal income tax purposes as a result of such
covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.

       

      (8)  Such
defeasance or covenant defeasance shall be effected in compliance with any
additional terms, conditions or limitations which may be imposed in connection
therewith pursuant to Section 301.

       

       

      
        
          
          

        

        
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      (9)  The
Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent and subsequent
provided for in this Indenture relating to either the defeasance under Section
1502 or the covenant defeasance under Section 1503 (as the case may be) have
been complied with.

       

      SECTION 1505.  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 1505, the “Trustee”) pursuant to Section 1504 in respect of the
Outstanding Securities of any series and any related coupons shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and any related coupons and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company or the Guarantor
acting as Paying Agent) as the Trustee may determine, to the Holders of such
Securities and any related coupons of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest, but such money need not
be segregated from other funds except to the extent required by
law.

       

      The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the money or Government Obligations deposited
pursuant to Section 1504 or the principal and interest received in respect
thereof.

       

      Anything
in this Article Fifteen 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 1504 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 an equivalent defeasance or
covenant defeasance, as applicable, in accordance with this
Article.

       

      SECTION
1506.  Reinstatement.  Anything herein to the contrary
notwithstanding, if and to the extent the deposited money or Government
Obligations (or the proceeds thereof) either (i) cannot be applied by the
Trustee or any Paying Agent in accordance with Section 1505 because of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application or (ii) are for any reason insufficient
in amount, then (x) the Company’s and the Guarantor’s obligations, if any, to
pay principal of and any premium and interest on the Securities of such series
and any related coupons shall be reinstated to the extent necessary to cover the
deficiency on any due date for payment and (y) in the case of a covenant
defeasance under Section 1503, the Company’s and the Guarantor’s obligations, if
any, under any Sections applicable to such Securities that are determined
pursuant to Section 301 to be subject to this provision shall be reinstated
unless and until all deficiencies on any due date for payment are
covered.  In any case specified in clause (i), the Company’s interest
in the deposited money and Government Obligations (and proceeds thereof) shall
be reinstated to the extent the Company’s payment obligations are
reinstated.

       

       

      
        
          
          

        

        
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      ARTICLE SIXTEEN

       

      MEETINGS
OF HOLDERS OF SECURITIES

       

      SECTION 1601.  Purposes for Which Meetings May
Be Called.  A meeting of Holders of Securities of any and all series
may be called at any time and from time to time pursuant to this Article to
make, give or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be made, given or
taken by Holders of Securities of such series.

       

      SECTION 1602.  Call, Notice and Place of
Meetings.  (a)  The Trustee may at any time call a meeting
of Holders of Securities of any series for any purpose specified in Section
1601, to be held at such time and at such place in the Borough of Manhattan, The
City of New York or in London 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 21 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 33 1/3% in aggregate principal amount of the Outstanding Securities of
any series shall have requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 1601, 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 or
mailing of the notice of such meeting within 21 days after receipt of such
request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York or in London for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section.

       

      SECTION 1603.  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 and any
representatives of the Guarantor and its counsel.

       

      SECTION 1604.  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, waiver, request, demand, notice,
authorization, direction or other action which this Indenture expressly provides
may be made, given or taken 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 10 days as determined by the chairman of
the meeting prior to the adjournment of such meeting.  In the absence
of a quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such adjourned
meeting.  Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 1602(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 the first paragraph of 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
not less than a majority in principal amount of the Outstanding Securities of
that series; provided, however, that, except as limited by the first paragraph
of the proviso to Section 902, any resolution with respect to any consent,
waiver, request, demand, notice, authorization, direction or other action which
this Indenture expressly provides may be made, given or taken by the Holders of
not less than a specified percentage, 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 only by the affirmative
vote of the Holders of not less than 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 1604, if any action is to be taken at a
meeting of Holders of Securities of any series with respect to any consent,
waiver, request, demand, notice, authorization, direction 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 consent, waiver, request, demand, notice, authorization, direction 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.

       

       

      
        
          
          

        

        
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      SECTION 1605.  Determination of Voting Rights;
Conduct and Adjournment of Meetings.  (a)  Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities of
a series in regard to proof of the holding of Securities of such series and of
the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate.  Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities.  Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 104 or
other proof.

       

      (b)  The
Trustee shall, by an instrument in writing appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1602(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 of the Holders, 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 such Holder;
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
1602 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 1606.  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 1602 and, if applicable, Section 1604.  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.

       

       

      
        
          
          

        

        
          95

          
            

          

        

        
          Table of Contents

        

      

       

       

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

       

      
        
          
            	 	CBS
      CORPORATION,	 
	 	 	as
      Issuer	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ JOSEPH R. IANNIELLO 	 
	 	 	Name: 
      Jospeh R. Ianniello	 
	 	 	Title:   
      Senior Vice President, Chief Developement
      
            
      Officer and Treasurer	 


          

        

      

       

      Attest:

      
        
          	 	 	 	 
	
                  By:

                	/s/  MATTHEW D. MORGESON 	 	
                   

                
	
                   

                	Name: 
      Matthew D. Morgeson	 	
                   

                
	
                   

                	Title:   
      Assistant Secretary	 	
                   

                


        

      

       

      
        
          
            
              	 	CBS
      OPERATIONS INC.,	 
	 	 	as
      Guarantor	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ JOSEPH R. IANNIELLO	 
	 	 	Name: 
      Jospeh R. Ianniello	 
	 	 	Title:   
      Senior Vice President and Treasurer	 


            

          

        

         

        
          Attest:

          
            
              	 	 	 	 
	
                      By:

                    	/s/  MATTHEW D. MORGESON 	 	
                       

                    
	
                       

                    	Name: 
      Matthew D. Morgeson	 	
                       

                    
	
                       

                    	Title:   
      Assistant Secretary	 	
                       

                    


            

          

           

        

        
          
            
              
                	 	THE
      BANK OF NEW YORK MELLON,	 
	 	 	as
      Trustee	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ LARRY O’BRIEN 	 
	 	 	Name: 
      Larry O’Brien	 
	 	 	Title:   
      Vice President	 


              

            

          

           

           

          
            
              
              

            

            
              96

              
                

              

            

            
              
              

            

          

           

           

        

         

      

      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 CBS 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.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          A-1-2

        

      

       

       

      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:  _____________________,
20__

       

      [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: 	 


            

          

        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

      

      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 CBS 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.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          A-2-2

        

      

       

       

      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:  _____________________,
20__

       

      [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
      Banking societe anonyme	 
	
                         

                      	
                         

                      	 	 
	 	 	(Authorized
      Signatory)	 
	 	 	Name:	 
	 	 	Title: