ex4-2.htm


     

    Exhibit
4.2

     

     

     

     

     

     

     

     

     

    
      
        	
                 

                FORM
      OF 2008 SENIOR SUBORDINATED INDENTURE

                 

                CBS
      CORPORATION,

                 

                Issuer

                 

                and

                 

                CBS
      OPERATIONS INC.,

                 

                Guarantor

                 

                and

                 

                THE
      BANK OF NEW YORK MELLON,

                 

                Trustee

                 

                 

                _______________________

                 

                Indenture

                 

                Dated
      as of

                 

                 

                _______________________

                 

                Providing
      for the Issuance

                 

                of

                 

                Senior
      Subordinated Debt Securities

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      Reconciliation
and tie between Trust Indenture Act of 1939

      and
Indenture, dated as of [·].

       

      


      
        	
                Trust
      Indenture

                Act
      Section

              	 
      	
                Indenture

                Act
      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

              	
                (a)
      (last sentence)

              	
                101
      (“Outstanding”)

              
	 
      	
                (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

                	
                  1

                
	
                  SECTION 102.

                	
                  Compliance Certificates and
    Opinions

                	
                  14

                
	
                  SECTION 103.

                	
                  Form of Documents Delivered to
    Trustee

                	
                  15

                
	
                  SECTION 104.

                	
                  Acts of Holders

                	
                  15

                
	
                  SECTION 105.

                	
                  Notices, etc., to Trustee, Company or
      Guarantor

                	
                  17

                
	
                  SECTION 106.

                	
                  Notice to Holders; Waiver

                	
                  17

                
	
                  SECTION 107.

                	
                  Effect of Headings and Table of
      Contents

                	
                  18

                
	
                  SECTION 108.

                	
                  Successors and Assigns

                	
                  18

                
	
                  SECTION 109.

                	
                  Separability Clause

                	
                  18

                
	
                  SECTION 110.

                	
                  Benefits of Indenture

                	
                  19

                
	
                  SECTION 111.

                	
                  Governing Law

                	
                  19

                
	
                  SECTION 112.

                	
                  Legal Holidays

                	
                  19

                
	
                  SECTION 113.

                	
                  Submission to Jurisdiction

                	
                  19

                


        

         

        
           

          ARTICLE TWO

           

          SECURITIES FORMS

        

         

        
          	
                  SECTION 201.

                	
                  Forms of Securities

                	
                  19

                
	
                  SECTION 202.

                	
                  Form of Trustee’s Certificate of
      Authentication

                	
                  20

                
	
                  SECTION 203.

                	
                  Securities Issuable in Global Form

                	
                  20

                


        

         

        
           

          ARTICLE THREE

           

          THE SECURITIES

        

         

        
          	
                  SECTION 301.

                	
                  Amount Unlimited; Issuable in
    Series

                	
                  21

                
	
                  SECTION 302.

                	
                  Denominations

                	
                  26

                
	
                  SECTION 303.

                	
                  Execution, Authentication, Delivery and
      Dating

                	
                  26

                
	
                  SECTION 304.

                	
                  Temporary Securities

                	
                  29

                
	
                  SECTION 305.

                	
                  Registration, Registration of Transfer and
      Exchange

                	
                  31

                
	
                  SECTION 306.

                	
                  Mutilated, Destroyed, Lost and Stolen Securities and
      Coupons

                	
                  35

                
	
                  SECTION 307.

                	
                  Payment of Interest; Interest Rights Preserved;
      Optional Interest Reset

                	
                  36

                
	
                  SECTION 308.

                	
                  Optional Extension of Maturity

                	
                  39

                
	
                  SECTION 309.

                	
                  Persons Deemed Owners

                	
                  40

                
	
                  SECTION 310.

                	
                  Cancelation

                	
                  41

                
	
                  SECTION 311.

                	
                  Computation of Interest

                	
                  41

                


        

         

         

         

         

         

        
          
            
            

          

          
            i

            
              

            

          

          
            Table Of Contents

          

        

         

         

         

         

        
          	
                  SECTION 312.

                	
                  Currency and Manner of Payments in Respect of
      Securities

                	
                  41

                
	
                  SECTION 313.

                	
                  Appointment and Resignation of Successor Exchange Rate
      Agent

                	
                  45

                
	
                  SECTION 314.

                	
                  CUSIP Numbers

                	
                  46

                


        

         

         

        
          ARTICLE FOUR

           

          SATISFACTION AND DISCHARGE

           

        

        
          	
                  SECTION 401.

                	
                  Satisfaction and Discharge of
      Indenture

                	
                  46

                
	
                  SECTION 402.

                	
                  Application of Trust Funds

                	
                  47

                


        

         

         

        
          ARTICLE FIVE

           

          REMEDIES

        

         

        
          	
                  SECTION 501.

                	
                  Events of Default

                	
                  48

                
	
                  SECTION 502.

                	
                  Acceleration of Maturity; Rescission and
      Annulment

                	
                  49

                
	
                  SECTION 503.

                	
                  Collection of Indebtedness and Suits for Enforcement
      by Trustee

                	
                  50

                
	
                  SECTION 504.

                	
                  Trustee May File Proofs of Claim

                	
                  51

                
	
                  SECTION 505.

                	
                  Trustee May Enforce Claims Without Possession of
      Securities or Coupons

                	
                  52

                
	
                  SECTION 506.

                	
                  Application of Money Collected

                	
                  52

                
	
                  SECTION 507.

                	
                  Limitation on Suits

                	
                  53

                
	
                  SECTION 508.

                	
                  Unconditional Right of Holders to Receive Principal,
      Premium and Interest

                	
                  53

                
	
                  SECTION 509.

                	
                  Restoration of Rights and Remedies

                	
                  53

                
	
                  SECTION 510.

                	
                  Rights and Remedies Cumulative

                	
                  54

                
	
                  SECTION 511.

                	
                  Delay or Omission Not Waiver

                	
                  54

                
	
                  SECTION 512.

                	
                  Control by Holders of Securities

                	
                  54

                
	
                  SECTION 513.

                	
                  Waiver of Past Defaults

                	
                  54

                
	
                  SECTION 514.

                	
                  Waiver of Stay or Extension Laws

                	
                  55

                


        

         

         

        
          ARTICLE SIX

           

          THE TRUSTEE

        

         

        
          	
                  SECTION 601.

                	
                  Notice of Defaults

                	
                  55

                
	
                  SECTION 602.

                	
                  Certain Rights of Trustee

                	
                  55

                
	
                  SECTION 603.

                	
                  Not Responsible for Recitals or Issuance of
      Securities

                	
                  57

                
	
                  SECTION 604.

                	
                  May Hold Securities

                	
                  57

                
	
                  SECTION 605.

                	
                  Money Held in Trust

                	
                  57

                
	
                  SECTION 606.

                	
                  Compensation and Reimbursement and Indemnification of
      Trustee

                	
                  57

                
	
                  SECTION 607.

                	
                  Corporate Trustee Required;
      Eligibility

                	
                  58

                
	
                  SECTION 608.

                	
                  Disqualification; Conflicting
      Interests

                	
                  58

                


        

         

         

         

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            Table Of Contents

          

        

         

         

        
          	
                  SECTION 609.

                	
                  Resignation and Removal; Appointment of
      Successor

                	
                  58

                
	
                  SECTION 610.

                	
                  Acceptance of Appointment by
    Successor

                	
                  60

                
	
                  SECTION 611.

                	
                  Merger, Conversion, Consolidation or Succession to
      Business

                	
                  61

                
	
                  SECTION 612.

                	
                  Appointment of Authenticating
Agent

                	
                  62

                


        

         

         

        
          ARTICLE SEVEN

           

          HOLDERS’ LISTS AND REPORTS BY TRUSTEE, COMPANY AND
GUARANTOR

        

         

        
          	
                  SECTION 701.

                	
                  Disclosure of Names and Addresses of
      Holders

                	
                  64

                
	
                  SECTION 702.

                	
                  Preservation of Information; Communications to
      Holders

                	
                  64

                
	
                  SECTION 703.

                	
                  Reports by Trustee

                	
                  64

                
	
                  SECTION 704.

                	
                  Reports by Company and Guarantor

                	
                  65

                
	
                  SECTION 705.

                	
                  Calculation of Original Issue
    Discount

                	
                  65

                


        

         

         

        
          ARTICLE EIGHT

           

          CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
LEASE

        

         

        
          	
                  SECTION 801.

                	
                  Company and Guarantor May Consolidate,
      etc

                	
                  65

                
	
                  SECTION 802.

                	
                  Successor Person Substituted

                	
                  66

                


        

         

         

        
          ARTICLE NINE

           

          SUPPLEMENTAL INDENTURES

        

         

        
          	
                  SECTION 901.

                	
                  Supplemental Indentures Without Consent of
      Holders

                	
                  66

                
	
                  SECTION 902.

                	
                  Supplemental Indentures with Consent of
      Holders

                	
                  68

                
	
                  SECTION 903.

                	
                  Execution of Supplemental
    Indentures

                	
                  70

                
	
                  SECTION 904.

                	
                  Effect of Supplemental Indentures

                	
                  70

                
	
                  SECTION 905.

                	
                  Conformity with Trust Indenture
Act

                	
                  70

                
	
                  SECTION 906.

                	
                  Reference in Securities to Supplemental
      Indentures

                	
                  70

                
	
                  SECTION 907.

                	
                  Effect on Senior Indebtedness

                	
                  70

                


        

         

         

        
          ARTICLE TEN

           

          COVENANTS

        

         

        
          	
                  SECTION 1001.

                	
                  Payment of Principal, Premium, if Any, and
      Interest

                	
                  70

                
	
                  SECTION 1002.

                	
                  Maintenance of Office or Agency

                	
                  71

                
	
                  SECTION 1003.

                	
                  Money for Security Payments to Be Held in
      Trust

                	
                  72

                
	
                  SECTION 1004.

                	
                  Corporate Existence

                	
                  74

                
	
                  SECTION 1005.

                	
                  Maintenance of Principal
    Properties

                	
                  74

                
	
                  SECTION 1006.

                	
                  Payment of Taxes and Other Claims

                	
                  74

                
	
                  SECTION 1007.

                	
                  Additional Amounts

                	
                  74

                
	
                  SECTION 1008.

                	
                  Compliance Certificate

                	
                  75

                
	
                  SECTION 1009.

                	
                  Waiver of Certain Covenants

                	
                  76

                


        

         

         

         

         

        
          
            
            

          

          
            iii

            
              

            

          

          
            Table Of Contents

          

        

         

         

         

        
          	
                  SECTION 1010.

                	
                  Limitations on Liens

                	
                  76

                
	
                  SECTION 1011.

                	
                  Limitations on Sale and Leaseback
      Transactions

                	
                  76

                


        

         

         

        
          ARTICLE ELEVEN

           

          REDEMPTION OF SECURITIES

        

         

        
          	
                  SECTION 1101.

                	
                  Applicability of Article

                	
                  77

                
	
                  SECTION 1102.

                	
                  Election to Redeem; Notice to
    Trustee

                	
                  77

                
	
                  SECTION 1103.

                	
                  Selection by Trustee of Securities to Be
      Redeemed

                	
                  77

                
	
                  SECTION 1104.

                	
                  Notice of Redemption

                	
                  78

                
	
                  SECTION 1105.

                	
                  Deposit of Redemption Price

                	
                  79

                
	
                  SECTION 1106.

                	
                  Securities Payable on Redemption
    Date

                	
                  80

                
	
                  SECTION 1107.

                	
                  Securities Redeemed in Part

                	
                  81

                


        

         

         

        
          ARTICLE TWELVE

           

          SINKING FUNDS

        

         

        
          	
                  SECTION 1201.

                	
                  Applicability of Article

                	
                  81

                
	
                  SECTION 1202.

                	
                  Satisfaction of Sinking Fund Payments with
      Securities

                	
                  81

                
	
                  SECTION 1203.

                	
                  Redemption of Securities for Sinking
      Fund

                	
                  82

                


        

         

         

        
          ARTICLE THIRTEEN

           

          GUARANTEES

        

         

        
          	
                  SECTION 1301.

                	
                  Guarantees

                	
                  82

                
	
                  SECTION 1302.

                	
                  Execution and Delivery of
    Guarantees

                	
                  84

                
	
                  SECTION 1303.

                	
                  Subordination of Guarantees

                	
                  84

                
	
                  SECTION 1304.

                	
                  Limitation of Guarantor’s
    Liability

                	
                  84

                


        

         

         

        
          ARTICLE FOURTEEN

           

          REPAYMENT AT THE OPTION OF
HOLDERS

        

         

        
          	
                  SECTION 1401.

                	
                  Applicability of Article

                	
                  85

                
	
                  SECTION 1402.

                	
                  Repayment of Securities

                	
                  85

                
	
                  SECTION 1403.

                	
                  Exercise of Option

                	
                  85

                
	
                  SECTION 1404.

                	
                  When Securities Presented for Repayment Become Due
      and Payable

                	
                  85

                
	
                  SECTION 1405.

                	
                  Securities Repaid in Part

                	
                  86

                


        

         

         

         

        
          
            
            

          

          
            iv

            
              

            

          

          
            Table Of Contents

          

        

         

         

        
          ARTICLE FIFTEEN

           

          DEFEASANCE AND COVENANT
DEFEASANCE

        

         

        
          	
                  SECTION 1501.

                	
                  Company’s Option to Effect Defeasance or Covenant
      Defeasance

                	
                  87

                
	
                  SECTION 1502.

                	
                  Defeasance and Discharge

                	
                  87

                
	
                  SECTION 1503.

                	
                  Covenant Defeasance

                	
                  88

                
	
                  SECTION 1504.

                	
                  Conditions to Defeasance or Covenant
      Defeasance

                	
                  88

                
	
                  SECTION 1505.

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

                	
                  90

                
	
                  SECTION 1506.

                	
                  Reinstatement

                	
                  91

                


        

         

         

        
          ARTICLE SIXTEEN

           

          MEETINGS OF HOLDERS OF SECURITIES

        

         

        
          	
                  SECTION 1601.

                	
                  Purposes for Which Meetings May Be
      Called

                	
                  91

                
	
                  SECTION 1602.

                	
                  Call, Notice and Place of
Meetings

                	
                  91

                
	
                  SECTION 1603.

                	
                  Persons Entitled to Vote at
    Meetings

                	
                  92

                
	
                  SECTION 1604.

                	
                  Quorum; Action

                	
                  92

                
	
                  SECTION 1605.

                	
                  Determination of Voting Rights; Conduct and
      Adjournment of Meetings

                	
                  93

                
	
                  SECTION 1606.

                	
                  Counting Votes and Recording Action of
      Meetings

                	
                  94

                


        

         

         

        
          ARTICLE SEVENTEEN

           

          SUBORDINATION OF SECURITIES

        

         

        
          	
                  SECTION 1701.

                	
                  Agreement to Subordinate

                	
                  94

                
	
                  SECTION 1702.

                	
                  Distribution on Dissolution, Liquidation and
      Reorganization; Subrogation of Securities

                	
                  94

                
	
                  SECTION 1703.

                	
                  No Payment on Securities in Event of Default on
      Senior Indebtedness

                	
                  96

                
	
                  SECTION 1704.

                	
                  Payments on Securities Permitted

                	
                  97

                
	
                  SECTION 1705.

                	
                  Authorization of Holders to Trustee to Effect
      Subordination

                	
                  97

                
	
                  SECTION 1706.

                	
                  Notices to Trustee

                	
                  97

                
	
                  SECTION 1707.

                	
                  Trustee as Holder of Senior
      Indebtedness

                	
                  98

                
	
                  SECTION 1708.

                	
                  Modifications of Terms of Senior
      Indebtedness

                	
                  98

                
	
                  SECTION 1709.

                	
                  Reliance on Judicial Order or Certificate of
      Liquidating Agent

                	
                  98

                


        

      

       

       

      


      ACKNOWLEDGMENTS

       

      EXHIBIT A
- FORMS OF CERTIFICATION

       

       

       

      
        
          
          

        

        
          v

          
            

          

        

        
          Table Of Contents

        

      

       

      

        INDENTURE,
dated as of [●], 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.

         

        RECITALS
OF THE COMPANY AND THE GUARANTOR

         

        The Company deems it necessary to issue
from time to time senior subordinated debt securities (the “Securities”)
evidencing its unsecured and subordinated 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;

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            Table Of Contents

          

        

         

         

        
          (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;

           

          (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.

           

           

           

          
            
              
              

            

            
              2

              
                

              

            

            
              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.

           

           

           

          
            
              
              

            

            
              3

              
                

              

            

            
              Table Of Contents

            

          

           

           

          “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.

           

          “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.

           

           

           

          
            
              
              

            

            
              4

              
                

              

            

            
              Table Of Contents

            

          

           

           

          “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.

           

          “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.

           

           

           

          
            
              
              

            

            
              5

              
                

              

            

            
              Table Of Contents

            

          

           

           

          “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.

           

          “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.

           

           

           

          
            
              
              

            

            
              6

              
                

              

            

            
              Table Of Contents

            

          

           

           

          “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.

           

           

           

          
            
              
              

            

            
              7

              
                

              

            

            
              Table Of Contents

            

          

           

           

          “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.

           

           

           

          
            
              
              

            

            
              8

              
                

              

            

            
              Table Of Contents

            

          

           

           

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

           

          “Outstanding”, when used with respect
to Securities 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.

           

           

          
            
              
              

            

            
              9

              
                

              

            

            
              Table Of Contents

            

          

           

           

          “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.

           

           

           

          
            
              
              

            

            
              10

              
                

              

            

            
              Table Of Contents

            

          

           

           

          “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 any officer within the corporate trust department
of the trustee, including any Vice President, any assistant secretary, any
assistant treasurer, any trust officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the
above-designated officers, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject and who
shall have direct responsibility for the administration of this
Indenture.

          

           

          “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).

           

           

           

          
            
              
              

            

            
              11

              
                

              

            

            
              Table Of Contents

            

          

           

           

          “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.

           

          “Senior Indebtedness” of the Company or
the Guarantor, as the case may be, means, without duplication, (i) any
obligation of the Company or the Guarantor for money borrowed, (ii) any
obligation of the Company or the Guarantor evidenced by bonds, debentures,
notes, or other similar instruments, other than the Securities or any other
indebtedness which is subordinate to the Securities, (iii) any reimbursement
obligation of the Company or the Guarantor in respect of letters of credit or
other similar instruments which support financial obligations which would
otherwise become Indebtedness, (iv) any obligation of the Company or the
Guarantor under Capitalized Leases (other than telecommunications equipment,
including satellite transponders), (v) any guarantee of the Company or the
Guarantor for indebtedness of other persons, other than any subordinated
Guarantee and (vi) any obligation of any third party to the extent secured by a
Lien on the assets of the Company or the Guarantor; provided, however, that “Senior
Indebtedness” of the Company or the Guarantor, as the case may be, shall not
include any obligation of the Company or the Guarantor (i) to any Subsidiary of
the Company or the Guarantor or to any Person with respect to which the Company
or the Guarantor 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.

           

          “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.

           

           

           

          
            
              
              

            

            
              12

              
                

              

            

            
              Table Of Contents

            

          

           

           

           

          “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.

           

          “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.

           

           

           

          
            
              
              

            

            
              13

              
                

              

            

            
              Table Of Contents

            

          

           

           

          “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.

           

          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

           

           

           

          
            
              
              

            

            
              14

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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.

           

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

           

                                SECTION 104.  Acts of
Holders.  (a)  Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of the Outstanding Securities of
all series or one or more series, as the case may be, may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by agents duly appointed in writing. If Securities of
a series are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article Fifteen, or a combination of
such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company 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.

           

           

           

          
            
              
              

            

            
              15

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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.

           

          (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.

           

           

           

          
            
              
              

            

            
              16

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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.

           

                                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.

           

           

           

          
            
              
              

            

            
              17

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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.

           

          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.

           

           

           

          
            
              
              

            

            
              18

              
                

              

            

            
              Table Of Contents

            

          

           

           

                                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.

           

                                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.

           

           

           

          
            
              
              

            

            
              19

              
                

              

            

            
              Table Of Contents

            

          

           

           

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

           

          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:

                  	 
      
	 
      	
                    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.

           

           

           

          
            
              
              

            

            
              20

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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.

           

          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 be subordinated in right of payment
to Senior Indebtedness as provided in Article Seventeen.

           

          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):

           

           

           

          
            
              
              

            

            
              21

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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;

           

          (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;

           

           

           

          
            
              
              

            

            
              22

              
                

              

            

            
              Table Of Contents

            

          

           

           

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

           

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

           

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

           

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

           

           

           

          
            
              
              

            

            
              23

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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;

           

          (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;

           

           

          
            
              
              

            

            
              24

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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;

           

          (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 13 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.

           

           

           

          
            
              
              

            

            
              25

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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.

           

          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 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,

           

           

           

          
            
              
              

            

            
              26

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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.

           

           

           

          
            
              
              

            

            
              27

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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.

           

           

           

          
            
              
              

            

            
              28

              
                

              

            

            
              Table Of Contents

            

          

           

           

                                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.

           

           

           

          
            
              
              

            

            
              29

              
                

              

            

            
              Table Of Contents

            

          

           

           

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

           

          Without unnecessary delay but in any
event not later than the date specified in, or determined pursuant to the terms
of, any such temporary global Security (the “Exchange Date”), the Company shall
deliver to the Trustee definitive Securities, in aggregate principal amount
equal to the principal amount of such temporary global Security 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.

           

           

           

          
            
              
              

            

            
              30

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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.

           

           

           

          
            
              
              

            

            
              31

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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.

           

           

           

          
            
              
              

            

            
              32

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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.

           

           

          
            
              
              

            

            
              33

              
                

              

            

            
              Table Of Contents

            

          

           

           

           

          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.

           

           

           

          
            
              
              

            

            
              34

              
                

              

            

            
              Table Of Contents

            

          

           

           

                                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.

           

           

          
            
              
              

            

            
              35

              
                

              

            

            
              Table Of Contents

            

          

           

           

           

          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.

           

           

           

          
            
              
              

            

            
              36

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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.

           

          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.

           

           

           

          
            
              
              

            

            
              37

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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.

           

           

          
            
              
              

            

            
              38

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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).

           

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

           

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

           

                                SECTION 308.  Optional
Extension of Maturity.  The provisions of this
Section 308 may be made applicable to any series of Securities pursuant to
Section 301 (with such modifications, additions or substitutions as may be
specified pursuant to such Section 301). The Stated Maturity of any
Security of such series may be extended at the option of the Company for the
period or periods specified on the face of such Security (each an “Extension
Period”) up to but not beyond the date (the “Final Maturity”) set forth on the
face of such Security. The Company may exercise such option with respect to any
Security by notifying the Trustee of such exercise at least 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.

           

           

           

          
            
              
              

            

            
              39

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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 Thirteen for repayment at the option of Holders, except that the period
for delivery or notification to the Trustee shall be at least 25 but not more
than 35 days prior to the Original Stated Maturity and except that, if the
Holder has tendered any Security for repayment pursuant to an Extension Notice,
the Holder may by written notice to the Trustee revoke such tender for repayment
until the close of business on the tenth day before the Original Stated
Maturity.

           

                                SECTION 309.  Persons
Deemed Owners.  Prior to due presentment of a Registered
Security for registration of transfer, the Company, the 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.

           

           

           

          
            
              
              

            

            
              40

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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.

           

           

          
            
              
              

            

            
              41

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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.

           

           

          
            
              
              

            

            
              42

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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.

           

           

           

          
            
              
              

            

            
              43

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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.

           

           

           

          
            
              
              

            

            
              44

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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.

           

          (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.

           

           

           

          
            
              
              

            

            
              45

              
                

              

            

            
              Table Of Contents

            

          

           

           

                                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 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 asprovided
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

           

           

           

          
            
              
              

            

            
              46

              
                

              

            

            
              Table Of Contents

            

          

           

          (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.

           

                                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.

           

           

           

          
            
              
              

            

            
              47

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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
occasioned by the provisions of Article 16 or 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

           

          (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

           

           

           

          
            
              
              

            

            
              48

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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.

           

           

           

          
            
              
              

            

            
              49

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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.

           

                                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.

           

           

           

          
            
              
              

            

            
              50

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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:

           

          (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

           

           

           

          
            
              
              

            

            
              51

              
                

              

            

            
              Table Of Contents

            

          

           

          (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.

           

                                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: Subject to Article 16, 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

           

           

           

          
            
              
              

            

            
              52

              
                

              

            

            
              Table Of Contents

            

          

           

          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;

           

          (2) 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;

           

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

           

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

           

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

           

                                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.

           

           

          
            
              
              

            

            
              53

              
                

              

            

            
              Table Of Contents

            

          

           

           

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

           

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

           

                                SECTION 512.  Control
by Holders of Securities.  The Holders of 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

           

           

           

          
            
              
              

            

            
              54

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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.

           

          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.

           

           

           

          
            
              
              

            

            
              55

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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.

           

          (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.

           

           

           

          
            
              
              

            

            
              56

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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
limiation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacties 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.

           

                                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).

           

           

           

          
            
              
              

            

            
              57

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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.

           

          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.

           

           

          
            
              
              

            

            
              58

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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.

           

          (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.

           

           

           

          
            
              
              

            

            
              59

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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.

           

           

           

          
            
              
              

            

            
              60

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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.

           

           

          
            
              
              

            

            
              61

              
                

              

            

            
              Table Of Contents

            

          

           

           

           

                                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.

           

          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.

           

           

           

          
            
              
              

            

            
              62

              
                

              

            

            
              Table Of Contents

            

          

           

           

          The Company agrees to pay to each
Authenticating Agent from time to time reasonable compensation for its services
under this Section.

           

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

           

           

           

          
            
              
              

            

            
              63

              
                

              

            

            
              Table Of Contents

            

          

           

           

           

          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.

           

          (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.

           

           

           

          
            
              
              

            

            
              64

              
                

              

            

            
              Table Of Contents

            

          

           

           

                                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.

           

                                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.

           

           

           

          
            
              
              

            

            
              65

              
                

              

            

            
              Table Of Contents

            

          

           

           

                                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.

           

          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

           

           

           

          
            
              
              

            

            
              66

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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

           

          (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

           

           

           

          
            
              
              

            

            
              67

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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:

           

          (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,

           

           

           

          
            
              
              

            

            
              68

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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),

           

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

           

          (5) 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.

           

          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.

           

           

           

          
            
              
              

            

            
              69

              
                

              

            

            
              Table Of Contents

            

          

           

           

                                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.

           

                                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.

           

                                SECTION 907.  Effect
on Senior Indebtedness.  No supplemental indenture shall
adversely affect the rights of any holder of Senior Indebtedness under Article
Sixteen without the consent of such holder.

           

          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.

           

           

           

          
            
              
              

            

            
              70

              
                

              

            

            
              Table Of Contents

            

          

           

           

                                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 located outside the United States and
such stock exchange shall so require, the Company will maintain a Paying Agent
for the Securities of that series in 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.

           

           

          
            
              
              

            

            
              71

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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.

           

                                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.

           

           

           

          
            
              
              

            

            
              72

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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

           

          (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.

           

           

          
            
              
              

            

            
              73

              
                

              

            

            
              Table Of Contents

            

          

           

           

                                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.

           

                                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.

           

           

           

          
            
              
              

            

            
              74

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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.

           

                                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.

           

           

          
            
              
              

            

            
              75

              
                

              

            

            
              Table Of Contents

            

          

           

           

           

          (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
hereof 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.

           

                                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.

           

           

          
            
              
              

            

            
              76

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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.

           

           

          
            
              
              

            

            
              77

              
                

              

            

            
              Table Of Contents

            

          

           

           

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

           

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

           

                                SECTION 1104.  Notice
of Redemption.  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,

           

           

           

          
            
              
              

            

            
              78

              
                

              

            

            
              Table Of Contents

            

          

           

           

           

          (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,

           

          (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.

           

           

          
            
              
              

            

            
              79

              
                

              

            

            
              Table Of Contents

            

          

           

           

           

                                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.

           

          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.

           

           

           

          
            
              
              

            

            
              80

              
                

              

            

            
              Table Of Contents

            

          

           

           

                                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.

           

          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.

           

           

           

          
            
              
              

            

            
              81

              
                

              

            

            
              Table Of Contents

            

          

           

           

                                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.

           

          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 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.

           

           

           

          
            
              
              

            

            
              82

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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.

           

          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.

           

           

           

          
            
              
              

            

            
              83

              
                

              

            

            
              Table Of Contents

            

          

           

           

           

                                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.

           

           
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.  Subordination of Guarantees.  Any
Guarantee issued by the Guarantor will be the unsecured senior subordinated
obligation of the Guarantor, ranking pari passu with all other existing and
future senior subordinated indebtedness of the Guarantor, if any. The
Indebtedness evidenced by such Guarantee will be subordinated on the same basis
to Senior Indebtedness of such Guarantor as the Securities are subordinated to
Senior Indebtedness of the Company under Article Seventeen.

           

                                SECTION 1304.  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.

           

           

           

          
            
              
              

            

            
              84

              
                

              

            

            
              Table Of Contents

            

          

           

          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.

           

                                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.

           

           

           

          
            
              
              

            

            
              85

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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.

           

           

           

          
            
              
              

            

            
              86

              
                

              

            

            
              Table Of Contents

            

          

           

           

          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 Fourteen.

           

                                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. Money and
securities held in trust pursuant to this Section 1502 shall not be subject
to Article Sixteen.

           

           

           

          
            
              
              

            

            
              87

              
                

              

            

            
              Table Of Contents

            

          

           

           

                                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.

           

                                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.

           

           

           

          
            
              
              

            

            
              88

              
                

              

            

            
              Table Of Contents

            

          

           

          (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
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).

           

          (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.

           

           

           

          
            
              
              

            

            
              89

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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.

           

          (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.

           

           

           

          
            
              
              

            

            
              90

              
                

              

            

            
              Table Of Contents

            

          

           

           

                                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.

           

          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 331/3% 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.

           

           

           

          
            
              
              

            

            
              91

              
                

              

            

            
              Table Of Contents

            

          

           

           

                                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.

           

           
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.

           

           

           

          
            
              
              

            

            
              92

              
                

              

            

            
              Table Of Contents

            

          

           

           

           
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.

           

                                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.

           

           

           

          
            
              
              

            

            
              93

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (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.

           

          ARTICLE SEVENTEEN

           

          SUBORDINATION
OF SECURITIES

           

                                SECTION 1701.  Agreement to Subordinate.  The Company,
for itself, its successors and assigns, covenants and agrees, and each Holder of
Securities by his or her acceptance thereof, likewise covenants and agrees, that
the payment of the principal of (and premium, if any) and interest, if any, on
each and all of the Securities is hereby expressly subordinated, to the extent
and in the manner hereinafter set forth, in right of payment to the prior
payment in full of all Senior Indebtedness.

           

                                SECTION 1702.  Distribution on Dissolution, Liquidation and Reorganization;
Subrogation of Securities.  Upon any distribution of assets
of the Company upon any dissolution, winding up, liquidation or reorganization
of the Company, whether in bankruptcy, insolvency, reorganization or
receivership proceedings or upon an assignment for the benefit of creditors or
any other marshalling of the assets and liabilities of the Company or otherwise
(subject to the power of a court of competent jurisdiction to make other
equitable provision reflecting the rights conferred in this Indenture upon the
Senior Indebtedness and the holders thereof with respect to the Securities and
the holders thereof by a lawful plan of reorganization under applicable
bankruptcy law):

           

           

           

          
            
              
              

            

            
              94

              
                

              

            

            
              Table Of Contents

            

          

           

           

          (a)  the holders of all
Senior Indebtedness shall be entitled to receive payment in full of the
principal thereof (and premium, if any) and interest due thereon before the
Holders of the Securities are entitled to receive any payment upon the principal
(or premium, if any) or interest, if any, on indebtedness evidenced by the
Securities; and

           

          (b)  any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holders of the Securities or the Trustee
would be entitled except for the provisions of this Article Seventeen shall be
paid by the liquidating trustee or agent or other person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or otherwise, directly to the holders of Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness
may have been issued, ratably according to the aggregate amounts remaining
unpaid on account of the principal of (and premium, if any) and interest on the
Senior Indebtedness held or represented by each, to the extent necessary to make
payment in full of all Senior Indebtedness remaining unpaid, after giving effect
to any concurrent payment or distribution to the holders of such Senior
Indebtedness; and

           

          (c)  in the event that,
notwithstanding the foregoing, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, shall
be received by the Trustee or the Holders of the Securities before all Senior
Indebtedness is paid in full, such payment or distribution shall be paid over,
upon written notice to the Trustee, to the holder of such Senior Indebtedness or
their representative or representatives or to the trustee or trustees under any
indenture under which any instrument evidencing any of such Senior Indebtedness
may have been issued, ratably as aforesaid, for application to payment of all
Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall
have been paid in full, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness.

           

          Subject to the payment in full of all
Senior Indebtedness, the Holders of the Securities shall be subrogated to the
rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to
Senior Indebtedness until the principal of (and premium, if any) and interest,
if any, on the Securities shall be paid in full and no such payments or
distributions to the Holders of the Securities of cash, property or securities
otherwise distributable to the holders of Senior Indebtedness shall, as between
the Company, its creditors other than the holders of Senior Indebtedness, and
the Holders of the Securities be deemed to be a payment by the Company to or on
account of the Securities. It is understood that the provisions of this Article
Seventeen are and are intended solely for the purpose of defining the relative
rights of the Holders of the Securities, on the one hand, and the holders of the
Senior Indebtedness, on the other hand. Nothing contained in this Article
Seventeen or elsewhere in this indenture or in the Securities is intended to or
shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness, and the Holders of the Securities, the obligation of the
Company, which is unconditional and absolute, to pay to the Holders of the
Securities the principal of (and premium, if any) and interest, if any, on the
Securities as and when the same shall become due and payable in accordance with
their terms, or to affect the relative rights of the Holders of the Securities
and creditors of the Company other than the holders of Senior Indebtedness, nor
shall anything herein or in the Securities prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted by applicable law
upon default under this indenture, subject to the rights, if any, under this
Article Seventeen of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy. Upon any payment or distribution of assets of the Company referred to in
this Article Seventeen, the Trustee, subject to the provisions of
Section 601, shall be entitled to rely upon a certificate of the
liquidating trustee or agent or other person making any distribution to the
Trustee for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
Seventeen.

           

           

           

          
            
              
              

            

            
              95

              
                

              

            

            
              Table Of Contents

            

          

           

          The Trustee, however, shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness. The
Trustee shall not be liable to any such holder if it shall pay over or
distribute to or on behalf of Holders of Securities or the Company moneys or
assets to which any holder of Senior Indebtedness shall be entitled by virtue of
this Article Seventeen.

           

          If the Trustee or any Holder of
Securities does not file a proper claim or proof of debt in the form required in
any proceeding referred to above prior to 30 days before the expiration of the
time to file such claim in such proceeding, then the holder of any Senior
Indebtedness is hereby authorized, and has the right, to file an appropriate
claim or claims for or on behalf of such Holder of Securities.

           

          With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article and no
implied covenants or obligations with respect to holders of Senior Indebtedness
shall be read into this Indenture against the Trustee.

           

                                SECTION 1703.  No
Payment on Securities in Event of Default on Senior
Indebtedness.  No payment by the Company on account of
principal (or premium, if any), sinking funds or interest, if any, on the
Securities shall be made unless full payment of amounts then due for principal
(premium, if any), sinking funds and interest on Senior Indebtedness has been
made or duly provided for in money or money’s worth.

           

           

           

          
            
              
              

            

            
              96

              
                

              

            

            
              Table Of Contents

            

          

           

           

                                SECTION 1704.  Payments on Securities
Permitted.  Nothing contained in this Indenture or in any
of the Securities shall (a) affect the obligation of the Company to make, or
prevent the Company from making, at any time except as provided in
Sections 1702 and 1703, payments of principal of (or premium, if any) or
interest, if any, on the Securities or (b) prevent the application by the
Trustee of any moneys deposited with it hereunder to the payment of or on
account of the principal of (or premium, if any) or interest, if any, on the
Securities, unless the Trustee shall have received at its Corporate Trust Office
written notice of any event prohibiting the making of such payment more than two
Business Days prior to the date fixed for such payment.

           

                                SECTION 1705.  Authorization of Holders to Trustee to Effect
Subordination.  Each Holder of Securities by his acceptance
thereof authorizes and directs the Trustee on his behalf to take such action as
may be necessary or appropriate to effectuate the subordination as provided in
this Article Seventeen and appoints the Trustee his attorney-in-fact for any and
all such purposes.

           

                                SECTION 1706.  Notices
to Trustee.  Notwithstanding the provisions of this Article
or any other provisions of this Indenture, neither the Trustee nor any Paying
Agent (other than the Company) shall be charged with knowledge of the existence
of any Senior Indebtedness or of any event which would prohibit the making of
any payment of moneys to or by the Trustee or such Paying Agent, unless and
until the Trustee or such Paying Agent shall have received (in the case of the
Trustee, at its Corporate Trust Office) written notice thereof from the Company
or from the holder of any Senior Indebtedness or from the trustee for any such
holder, together with proof satisfactory to the Trustee of such holding of
Senior Indebtedness or of the authority of such trustee; provided, however, that if at
least two Business Days prior to the date upon which by the terms hereof any
such moneys may become payable for any purpose (including, without limitation,
the payment of either the principal (or premium, if any) or interest, if any, on
any Security) the Trustee shall not have received with respect to such moneys
the notice provided for in this Section 1706, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such moneys and to apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary,
which may be received by it within two Business Days prior to such date. The
Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness (or a trustee
on behalf of such holder) to establish that such a notice has been given by a
holder of Senior Indebtedness or a trustee on behalf of any such holder. In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article Seventeen, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Seventeen and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such
payment.

           

           

           

          
            
              
              

            

            
              97

              
                

              

            

            
              Table Of Contents

            

          

           

           

                                SECTION 1707.  Trustee
as Holder of Senior Indebtedness.  The Trustee in its
individual capacity shall be entitled to all the rights set forth in this
Article Seventeen in respect of any Senior Indebtedness at any time held by it
to the same extent as any other holder of Senior Indebtedness and nothing in
this Indenture shall be construed to deprive the Trustee of any of its rights as
such holder.

           

          Nothing in this Article Seventeen shall
apply to claims of, or payments to, the Trustee under or pursuant to
Section 606.

           

                                SECTION 1708.  Modifications of Terms of Senior
Indebtedness.  Any renewal or extension of the time of
payment of any Senior Indebtedness or the exercise by the holders of Senior
Indebtedness of any of their rights under any instrument creating or evidencing
Senior Indebtedness, including, without limitation, the waiver of default
thereunder, may be made or done all without notice to or assent from the Holders
of the Securities or the Trustee.

           

          No compromise, alteration, amendment,
modification, extension, renewal or other change of, or waiver, consent or other
action in respect of, any liability or obligation under or in respect of, or of
any of the terms, covenants or conditions of any indenture or other instrument
under which any Senior Indebtedness is outstanding or of such Senior
Indebtedness, whether or not such release is in accordance with the provisions
of any applicable document, shall in any way alter or affect any of the
provisions of this Article Seventeen or of the Securities relating to the
subordination thereof.

           

                                SECTION 1709.  Reliance on Judicial Order or Certificate of Liquidating
Agent.  Upon any payment or distribution of assets of the
Company referred to in this Article Seventeen, the Trustee and the Holders of
the Securities shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of creditors,
agent or other person making such payment or distribution, delivered to the
Trustee or to the Holders of Securities, for the purpose of ascertaining the
persons entitled to participate in such payment or distribution, the holders of
Senior Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Seventeen.

           

          * * * *
*

           

          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.

           

           

           

          
            
              
              

            

            
              98

              
                

              

            

            
              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

                  	 
      
	 
      	
                    Name:

                    Title:

                  


          

          


          Attest:

           

          
            	
                    By

                  	 
      
	 
      	
                    Name:

                    Title:

                  


          

          


          


          
            	
                    CBS
      OPERATIONS INC.,

                    AS
      GUARANTOR,

                  
	 
      
	
                    By

                  	 
      
	 
      	
                    Name:

                    Title:

                  


          

          


          


          Attest:

           

          
            	
                    By

                  	 
      
	 
      	
                    Name:

                    Title:

                  


          

          


          


          
            	
                    THE
      BANK OF NEW YORK MELLON,

                    AS
      TRUSTEE,

                  
	 
      
	
                    By

                  	 
      
	 
      	
                    Name:

                    Title:

                  


          

          


           

           

           

           

          
            
              
              

            

            
              99

              
                

              

            

            
              
              

            

          

           

           

          EXHIBIT
A-1

           

           

          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.

           

          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.

           

           

           

          
            
              
              

            

            
              100

              
                

              

            

            
              
              

            

          

           

           

          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:

                  


          

          


           

           

          
            
              
              

            

            
              A-1-2

              
                

              

            

            
              
              

            

          

           

          
EXHIBIT A-2

           

           

          FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR

          AND
CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF

          A PORTION
OF A TEMPORARY GLOBAL SECURITY

          OR TO
OBTAIN INTEREST PAYABLE PRIOR

          TO THE
EXCHANGE DATE CERTIFICATE

          


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

           

          This is to certify that, based solely
on written certifications that we have received in writing, by tested telex or
by electronic transmission from each of the persons appearing in our records as
persons entitled to a portion of the principal amount set forth below (our
“Member Organizations”) substantially in the form attached hereto, as of the
date hereof, [U.S.$]  principal amount of the above-captioned
Securities (i) is owned by person(s) that are not citizens or residents of the
United States, domestic partnerships, domestic corporations or any estate
or trust the income of which is subject to United States Federal income
taxation regardless of its source (“United States person(s)”), (ii) is
owned by United States person(s) that are (a) foreign branches of
United States financial institutions (financial institutions, as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein
referred to as “financial institutions”) purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such financial institution has
agreed, on its own behalf or through its agent, that we may advise 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

              
                

              

            

            
              
              

            

          

           

           

          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]

                  
	
                     

                  
	By: 
      	 
      
	 
      	
                    Name:                      

                  
	 
      	
                    Title:

                  


          

          
 

           

           A-2-2