Exhibit 4.1


Execution Version 


INDENTURE


between


LEGG MASON, INC.,

as Issuer


and 


THE BANK OF NEW YORK MELLON, 

as Trustee


	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 


Dated as of May 21, 2012


	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 


Providing for the Issuance of Senior Debt
Securities in Series


	
  

 	
  

 	
  

 
	

 


 









LEGG MASON, INC.


Reconciliation and tie between Trust
Indenture Act

of 1939 and Indenture, dated as of May 21, 2012


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Trust Indenture

 Act Section

 	
  

 	
  

 	
 Indenture Section

 
	

 


 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sec.

 	
  

 	
 310(a)(1)

 	
  

 	
 607

 
	
  

 	
  

 	
 (a)(2)

 	
  

 	
 607

 
	
  

 	
  

 	
 (b)

 	
  

 	
 608

 
	
 Sec.

 	
  

 	
 312(c)

 	
  

 	
 701

 
	
 Sec.

 	
  

 	
 314(a)

 	
  

 	
 703

 
	
  

 	
  

 	
 (a)(4)

 	
  

 	
 1004

 
	
  

 	
  

 	
 (c)(1)

 	
  

 	
 102

 
	
  

 	
  

 	
 (c)(2)

 	
  

 	
 102

 
	
  

 	
  

 	
 (e)

 	
  

 	
 102

 
	
 Sec.

 	
  

 	
 315(b)

 	
  

 	
 601

 
	
 Sec.

 	
  

 	
 316(a)(last

 	
  

 	
  

 
	
  

 	
  

 	
 sentence)

 	
  

 	
 101
 (“Outstanding”)

 
	
  

 	
  

 	
 (a)(1)(A)

 	
  

 	
 502, 512

 
	
  

 	
  

 	
 (a)(1)(B)

 	
  

 	
 513

 
	
  

 	
  

 	
 (b)

 	
  

 	
 508

 
	
  

 	
  

 	
 (c)

 	
  

 	
 104(c)

 
	
 Sec.

 	
  

 	
 317(a)(1)

 	
  

 	
 503

 
	
  

 	
  

 	
 (a)(2)

 	
  

 	
 504

 
	
  

 	
  

 	
 (b)

 	
  

 	
 1003

 
	
 Sec.

 	
  

 	
 318(a)

 	
  

 	
 111

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 Note:

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

 
	
  

 	
  

 


i





TABLE OF CONTENTS


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 
	
 PARTIES

 	
  

 	
 1

 
	
 RECITALS OF
 THE COMPANY

 	
  

 	
 1

 
	
  

 	
  

 	
  

 
	
 ARTICLE ONE

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SECTION 101.
 Definitions

 	
  

 	
 1

 
	
 SECTION 102.
 Compliance Certificates and Opinions

 	
  

 	
 10

 
	
 SECTION 103.
 Form of Documents Delivered to Trustee

 	
  

 	
 11

 
	
 SECTION 104.
 Acts of Holders

 	
  

 	
 11

 
	
 SECTION 105.
 Notices, etc. to Trustee or the Company

 	
  

 	
 12

 
	
 SECTION 106.
 Notice to Holders; Waiver

 	
  

 	
 13

 
	
 SECTION 107.
 Effect of Headings and Table of Contents

 	
  

 	
 13

 
	
 SECTION 108.
 Successors and Assigns

 	
  

 	
 13

 
	
 SECTION 109.
 Separability Clause

 	
  

 	
 14

 
	
 SECTION 110.
 Benefits of Indenture

 	
  

 	
 14

 
	
 SECTION 111.
 Governing Law

 	
  

 	
 14

 
	
 SECTION 112.
 Legal Holidays

 	
  

 	
 14

 
	
 SECTION 113.
 No Recourse

 	
  

 	
 14

 
	
 SECTION 114.
 Incorporation by Reference of Trust Indenture Act

 	
  

 	
 14

 
	
 SECTION 115.
 Rules of Construction

 	
  

 	
 15

 
	
 SECTION 116.
 Force Majeure

 	
  

 	
 15

 
	
 SECTION 117.
 U.S.A. Patriot Act

 	
  

 	
 15

 
	
 SECTION 118.
 Waiver of Jury Trial

 	
  

 	
 15

 
	
 ARTICLE TWO

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SECURITY FORMS

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SECTION 201.
 Forms Generally

 	
  

 	
 16

 
	
 SECTION 202.
 Form of Trustee’s Certificate of Authentication

 	
  

 	
 16

 
	
 SECTION 203.
 Securities Issuable in Global Form

 	
  

 	
 17

 
	
 ARTICLE THREE

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 THE SECURITIES

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SECTION 301.
 Amount Unlimited; Issuable in Series

 	
  

 	
 18

 
	
 SECTION 302.
 Denominations

 	
  

 	
 21

 
	
  

 	
  

 	
  

 
	
 

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Note: This table of
 contents shall not, for any purpose, be deemed to be a part of the Indenture.

 	
  

 	
  

 


ii









	
  

 	
  

 	
  

 
	
 SECTION 303.
 Execution, Authentication, Delivery and Dating

 	
  

 	
 21

 
	
 SECTION 304.
 Temporary Securities

 	
  

 	
 23

 
	
 SECTION 305.
 Registration, Registration of Transfer and Exchange

 	
  

 	
 25

 
	
 SECTION 306.
 Mutilated, Destroyed, Lost and Stolen Securities

 	
  

 	
 28

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

 	
  

 	
 29

 
	
 SECTION 308.
 Optional Extension of Maturity

 	
  

 	
 31

 
	
 SECTION 309.
 Persons Deemed Owners

 	
  

 	
 32

 
	
 SECTION 310.
 Cancellation

 	
  

 	
 32

 
	
 SECTION 311.
 Computation of Interest

 	
  

 	
 33

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

 	
  

 	
 33

 
	
 SECTION 313.
 Appointment and Resignation of Successor Exchange Rate Agent

 	
  

 	
 36

 
	
  

 	
  

 	
  

 
	
 ARTICLE FOUR

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SATISFACTION AND DISCHARGE

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SECTION 401.
 Satisfaction and Discharge of Indenture

 	
  

 	
 37

 
	
 SECTION 402.
 Application of Trust Money

 	
  

 	
 38

 
	
  

 	
  

 	
  

 
	
 ARTICLE FIVE

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 REMEDIES

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SECTION 501.
 Events of Default

 	
  

 	
 38

 
	
 SECTION 502.
 Acceleration of Maturity; Rescission and Annulment

 	
  

 	
 39

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

 	
  

 	
 41

 
	
 SECTION 504.
 Trustee May File Proofs of Claim

 	
  

 	
 41

 
	
 SECTION 505.
 Trustee May Enforce Claims Without Possession of Securities

 	
  

 	
 42

 
	
 SECTION 506.
 Application of Money Collected

 	
  

 	
 42

 
	
 SECTION 507.
 Limitation on Suits

 	
  

 	
 42

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

 	
  

 	
 43

 
	
 SECTION 509.
 Restoration of Rights and Remedies

 	
  

 	
 43

 
	
 SECTION 510.
 Rights and Remedies Cumulative

 	
  

 	
 44

 
	
 SECTION 511.
 Delay or Omission Not Waiver

 	
  

 	
 44

 
	
 SECTION 512.
 Control by Holders

 	
  

 	
 44

 
	
 SECTION 513.
 Waiver of Past Defaults

 	
  

 	
 44

 
	
 SECTION 514.
 Undertaking for Costs

 	
  

 	
 45

 
	
 SECTION 515.
 Waiver of Stay or Extension Laws

 	
  

 	
 45

 
	
  

 	
  

 	
  

 
	
 ARTICLE SIX

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 THE TRUSTEE

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SECTION 601.
 Notice of Defaults

 	
  

 	
 45

 
	
 SECTION 602.
 Certain Duties, Responsibilities and Rights of Trustee

 	
  

 	
 46

 
	
 SECTION 603.
 Trustee Not Responsible for Recitals or Issuance of Securities

 	
  

 	
 48

 
	
 SECTION 604.
 May Hold Securities

 	
  

 	
 48

 


iii









	
  

 	
  

 	
  

 
	
 SECTION 605.
 Money Held in Trust

 	
  

 	
 49

 
	
 SECTION 606.
 Compensation and Reimbursement

 	
  

 	
 49

 
	
 SECTION 607.
 Corporate Trustee Required; Eligibility; Conflicting Interests;
 Disqualification

 	
  

 	
 50

 
	
 SECTION 608.
 Resignation and Removal; Appointment of Successor

 	
  

 	
 50

 
	
 SECTION 609.
 Acceptance of Appointment by Successor

 	
  

 	
 52

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

 	
  

 	
 53

 
	
 SECTION 611.
 Appointment of Authenticating Agent

 	
  

 	
 53

 
	
  

 	
  

 	
  

 
	
 ARTICLE SEVEN

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SECTION 701.
 Disclosure of Names and Addresses of Holders

 	
  

 	
 55

 
	
 SECTION 702.
 Reports by Trustee

 	
  

 	
 55

 
	
 SECTION 703.
 Reports by Company

 	
  

 	
 55

 
	
  

 	
  

 	
  

 
	
 ARTICLE EIGHT

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

 	
  

 	
  

 
	
  

 	
  

 	
  

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

 	
  

 	
 56

 
	
 SECTION 802.
 Successor Person Substituted

 	
  

 	
 57

 
	
  

 	
  

 	
  

 
	
 ARTICLE NINE

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SUPPLEMENTAL INDENTURES

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SECTION 901.
 Supplemental Indentures Without Consent of Holders

 	
  

 	
 57

 
	
 SECTION 902.
 Supplemental Indentures with Consent of Holders

 	
  

 	
 58

 
	
 SECTION 903.
 Execution of Supplemental Indentures

 	
  

 	
 59

 
	
 SECTION 904.
 Effect of Supplemental Indentures

 	
  

 	
 59

 
	
 SECTION 905.
 Conformity with Trust Indenture Act

 	
  

 	
 60

 
	
 SECTION 906.
 Reference in Securities to Supplemental Indentures

 	
  

 	
 60

 
	
 SECTION 907.
 Notice of Supplemental Indentures

 	
  

 	
 60

 
	
  

 	
  

 	
  

 
	
 ARTICLE TEN

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 COVENANTS

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SECTION
 1001. Payment of Principal, Premium, if Any, and Interest

 	
  

 	
 60

 
	
 SECTION
 1002. Maintenance of Office or Agency

 	
  

 	
 60

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

 	
  

 	
 61

 
	
 SECTION
 1004. Statement by Officers as to Default

 	
  

 	
 62

 
	
 SECTION
 1005. Existence

 	
  

 	
 63

 
	
 SECTION
 1006. Restrictions on Liens

 	
  

 	
 63

 
	
 SECTION
 1007. Further Instruments and Acts

 	
  

 	
 63

 
	
 SECTION
 1008. Calculation of Original Issue Discount

 	
  

 	
 63

 


iv









	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SECTION
 1009. Additional Amounts

 	
  

 	
 63

 
	
 SECTION
 1010. Waiver of Certain Covenants

 	
  

 	
 63

 
	
  

 	
  

 	
  

 
	
 ARTICLE ELEVEN

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 REDEMPTION OF SECURITIES

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SECTION
 1101. Applicability of Article

 	
  

 	
 64

 
	
 SECTION
 1102. Election to Redeem; Notice to Trustee

 	
  

 	
 64

 
	
 SECTION
 1103. Selection by Trustee of Securities to Be Redeemed

 	
  

 	
 64

 
	
 SECTION
 1104. Notice of Redemption

 	
  

 	
 65

 
	
 SECTION
 1105. Deposit of Redemption Price

 	
  

 	
 66

 
	
 SECTION
 1106. Securities Payable on Redemption Date

 	
  

 	
 66

 
	
 SECTION
 1107. Securities Redeemed in Part

 	
  

 	
 66

 
	
 SECTION
 1108. Optional Redemption Due to Changes in Tax Treatment

 	
  

 	
 67

 
	
  

 	
  

 	
  

 
	
 ARTICLE TWELVE

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SINKING FUNDS

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SECTION
 1201. Applicability of Article

 	
  

 	
 67

 
	
 SECTION
 1202. Satisfaction of Sinking Fund Payments with Securities

 	
  

 	
 67

 
	
 SECTION
 1203. Redemption of Securities for Sinking Fund

 	
  

 	
 68

 
	
  

 	
  

 	
  

 
	
 ARTICLE THIRTEEN

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 REPAYMENT AT OPTION OF HOLDERS

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SECTION
 1301. Applicability of Article

 	
  

 	
 69

 
	
 SECTION
 1302. Repayment of Securities

 	
  

 	
 69

 
	
 SECTION
 1303. Exercise of Option

 	
  

 	
 69

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

 	
  

 	
 70

 
	
 SECTION
 1305. Securities Repaid in Part

 	
  

 	
 70

 
	
  

 	
  

 	
  

 
	
 ARTICLE FOURTEEN

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 DEFEASANCE AND COVENANT DEFEASANCE

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SECTION
 1401. Company’s Option to Effect Defeasance or Covenant Defeasance

 	
  

 	
 70

 
	
 SECTION
 1402. Defeasance and Discharge

 	
  

 	
 70

 
	
 SECTION
 1403. Covenant Defeasance

 	
  

 	
 71

 
	
 SECTION
 1404. Conditions to Defeasance or Covenant Defeasance

 	
  

 	
 71

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

 	
  

 	
 73

 
	
 SECTION
 1406. Reinstatement

 	
  

 	
 74

 
	
  

 	
  

 	
  

 
	
 EXHIBIT A

 	
  

 	
 A-1

 


v






                    INDENTURE,
dated as of May 21, 2012, between LEGG MASON, INC., a Maryland corporation, as
Issuer (the “Company”), having its principal office at 100 International Drive,
Baltimore, Maryland 21202, and THE BANK OF NEW YORK MELLON, a New York banking
corporation, as Trustee (the “Trustee”). 


RECITALS
OF THE COMPANY 


                    WHEREAS,
the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured and unsubordinated
debentures, notes or other evidences of indebtedness (the “Securities”), which
may be convertible into or exchangeable for any securities of any person
(including the Company), to be issued in one or more series as in this Indenture
provided; and 


                    WHEREAS,
this Indenture is subject to the provisions of the Trust Indenture Act of 1939,
as amended, that are required to be part of this Indenture, and shall be
governed by such provisions; provided that if any provision of this Indenture
modifies any TIA (as defined herein) provision that may be so modified, such
TIA provision shall be deemed to apply to this Indenture as so modified;
provided further that if any provision of this Indenture excludes any TIA provision
that may be so excluded, such TIA provision shall be excluded from this
Indenture; and  


                    WHEREAS,
all acts and requirements 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 (as defined herein) thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of
series thereof, as follows: 


ARTICLE ONE


DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION 


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


                    “Additional
Amounts” has the meaning specified in Section 1009. 


                    “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 purposes of this definition, “control,” as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise.
For purposes of this definition, the terms “controlling,” “controlled by” and
“under common control with” shall have correlative meanings. 


1





                    “Authenticating
Agent” means any Person appointed by the Trustee to act on behalf of the
Trustee pursuant to Section 611 to authenticate Securities. 


                    “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 in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day. 


                    “Bankruptcy
Law” means Title 11, U.S. Code or any similar U.S. federal or state law for the
relief of debtors. 


                    “Board
of Directors” means (i) with respect to a corporation, the board of directors
of the corporation; (ii) with respect to a partnership, the board of directors
of a corporate general partner of the partnership; (iii) with respect to a
limited liability company, the managing members thereof; and (iv) with respect
to any other Person, the board of directors or committee of such Person serving
a similar function. 


                    “Board
Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company as the case may be, to have been duly
adopted by the Board of Directors or by a designated committee of 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” means, when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, unless
otherwise specified with respect to any Securities pursuant to Section 301,
each Monday, Tuesday, Wednesday, Thursday and Friday which (i) is not a day on
which banking institutions in that Place of Payment or other location are
authorized or obligated by law or executive order to close and (ii) if a
payment is to be made in (or a rate is to be ascertained for) Euros, is also a
day in which TARGET is open for settlement of payments in Euros. 


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


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


                    “Common
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 an Officer of the Company and delivered to the Trustee. 


2





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


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


                    “Corporate
Trust Office of the Trustee” means the principal corporate trust office of the
Trustee, at which at any particular time its corporate trust business shall be
administered, which office on the date of execution of this Indenture is
located at The Bank of New York Mellon, 101 Barclay Street, FL 8W, New York, NY
10286, Attention: Corporate Trust Administration), except that with respect to
presentation of Securities for payment or for registration of transfer or
exchange, such term shall mean the office or agency of the Trustee at which, at
any particular time, its corporate agency business shall be conducted. 


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


                    “Currency”
means any currency, composite currency or currency unit and Foreign Currency
issued by the government of one or more countries or by any recognized union,
confederation or association of such governments. 


                    “Default”
means any event that is, or with the passage of time or the giving of notice or
both would be, an Event of Default. 


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


                    “Depositary”
means, with respect to Registered Securities of any series for which the
Company shall determine that such Registered Securities will be issued in
permanent global form, The Depository Trust Company, New York, New York,
another clearing agency, or any successor registered as a clearing agency under
the Exchange Act, or other applicable statute or regulations, which in each
case, shall be designated by the Company pursuant to Section 301. 


                    “Designated
Subsidiary” means any U.S. Subsidiary of the Company and each international
Subsidiary of the Company that it manages which as a consolidated group
accounted for more than 60% of our assets under management as of March 31,
2012, and any Subsidiary that assumes the management of the assets managed by a
Designated Subsidiary. 


                    “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 therein. 


                    “Dollar
Equivalent of the Currency Unit” has the meaning specified in Section 312(g). 


                    “Dollar
Equivalent of the Foreign Currency” has the meaning specified in Section
312(f). 


3





                    “EDGAR”
means the SEC’s Electronic Data Gathering and Retrieval System. 


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


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


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


                    “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder. 


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


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


                    “Exchange
Rate Officer’s Certificate” means a certificate setting forth (i) the
applicable Market Exchange Rate 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, signed by any Officer of the Company. 


                    “Extension
Notice” has the meaning specified in Section 308. 


                    “Extension
Period” has the meaning specified in Section 308. 


                    “Foreign
Currency” means any Currency other than Currency of the United States. 


                    “GAAP”
means U.S. generally accepted accounting principles set forth in the opinions
and pronouncements of the Accounting Principles Board of the American Institute
of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other
successor entities as have been sanctioned and approved by the Securities and
Exchange Commission, approved by a significant segment of the accounting
profession, that are applicable at the date of any relevant calculation or
determination. 


                    “Government
Obligations” means, unless otherwise specified with respect to any series of
Securities pursuant to Section 301, securities which are (i) direct obligations
of the government which issued the Currency in which the Securities of a
particular series are payable or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the government
which issued the Currency in which the Securities of such series are payable,
the payment of which is unconditionally guaranteed by such government, which,
in either case, are full faith and credit obligations of such government
payable in such Currency and are not callable or redeemable at the option of
the issuer thereof and shall also 


4





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 a guarantee (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any
manner (including, without limitation, letters of credit and reimbursement
agreements in respect thereof), of all or any part of any Indebtedness or other
obligations. 


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


                    “Indebtedness”
means any and all obligations of a Person for money borrowed which, in
accordance with GAAP, would be reflected on the balance sheet of such Person as
a liability on the date as of which Indebtedness is to be determined.


                    “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 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.  


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


                    “interest”
means, when used with respect to an Original Issue Discount Security the rate
prescribed in such Original Issue Discount Security. 


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


                    “Lien”
or “lien” means, with respect to any property of any person, any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, encumbrance, preference, priority or other security
agreement or preferential 


5





arrangement of
any kind or nature whatsoever on or with respect to such property (including any
capital lease obligation, conditional sale or other title retention agreement
having substantially the same economic effect as any of the foregoing or any
sale and leaseback transaction). 


                    “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 (New York City time) 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 another principal
market for the Currency 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 by
reason of foreign exchange regulations or otherwise, the market to be used in
respect of such Currency shall be that upon which a non-resident issuer of
securities designated in such Currency would purchase such Currency in order to
make payments in respect of such securities. 


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


                    “Officer”
means the President, any Vice President, the Chief Financial Officer, the
Treasurer or the Secretary. 


                    “Officers’
Certificate” means a certificate signed on behalf of the Company by one Officer
of the Company, that meets the requirements of Section 102. 


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


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


6





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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (ii)
 Securities, or portions thereof, for whose payment or redemption or repayment
 at the option of the Holder money in the necessary amount has been
 theretofore deposited with the Trustee or any Paying Agent (other than the
 Company) in trust or set aside and segregated in trust by the Company (if the
 Company shall act as its own Paying Agent) for the Holders of such
 Securities; 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 1402 and 1403, with
 respect to which the Company has effected defeasance and/or covenant
 defeasance as provided in Article Fourteen; 

 
	
  

 	
  

 
	
  

 	
           (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; and 

 
	
  

 	
  

 
	
  

 	
           (v)
 Securities that have been converted or exchanged for other securities
 pursuant to Section 301; 

 



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 determined to be) due and payable, at the
time of such determination, upon an 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 such Security is
originally issued by the Company as set forth in an Exchange Rate Officer’s
Certificate delivered to the Trustee, of the principal amount (or, in the case
of an Original Issue Discount Security, the Dollar equivalent as of such date
of original issuance of the amount determined as provided in clause (i) above)
of such Security, (iii) the principal amount of any Indexed Security that may
be counted in making such determination or calculation and that shall be deemed
Outstanding for such purpose shall be equal to the principal amount of such
Indexed Security at original issuance, unless otherwise provided with respect
to such Security pursuant to Section 301, and (iv) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be 


7





Outstanding,
except that, in determining whether the Trustee shall be protected in making such
determination or calculation or in conclusively 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 a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right 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 such other obligor. 


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


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


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


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


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


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


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


                    “Responsible
Officer” means, when used with respect to the Trustee, any officer of the
Trustee within the Corporate Trust Office of the Trustee (or any successor
group of the Trustee) who has direct responsibility for administration of this
Indenture and, for purposes of Section 601 (or subparagraph (3)(b) of the first
paragraph of Section 602 to the extent such expanded definition is used), also
includes any other officer to whom such matter is referred because of such
officer’s knowledge of and familiarity with the particular subject. 


                    “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 


8





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


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


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


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


                    “Subsidiary” means (1) any corporation of which at
least a majority of the outstanding stock having by the terms thereof ordinary
voting power for the election of directors of such corporation (irrespective of
whether or not at the time stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time directly or indirectly owned by the Company or
by one or more other Subsidiaries, and (2) any other Person in which the
Company or one or more other Subsidiaries, directly or indirectly, at the date
of determination, (x) own at least a majority of the outstanding ownership
interests or (y) have the power to elect or direct the election of, or to
appoint or approve the appointment of, at least the majority of the directors,
trustees or managing members of, or other persons holding similar positions
with, such Person. 


                    “TARGET”
means the Trans-European Automated Real-Time Gross Settlement Express Transfer
System. 


                    “Trust
Indenture Act” or “TIA” means the U.S. 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, an individual who is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United 


9





States, an
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. 


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


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


                    “Voting
Stock” as applied to stock of any Person, means shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of
the directors (or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the occurrence
of a contingency which has not yet occurred. 


                    “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. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent, if any, provided for in this
Indenture (including any covenant or condition compliance with which
constitutes a condition precedent) 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 stating that all such conditions precedent, if any, have been
complied with 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 covenant or condition
provided for in this Indenture (other than pursuant to Section 1004) shall
include: 


	
  

 	
  

 
	
  

 	
           (1)
 a statement that each individual signing such certificate or opinion has read
 such covenant or condition and the definitions herein relating thereto; 

 
	
  

 	
  

 
	
  

 	
           (2)
 a brief statement as to the nature and scope of the examination or
 investigation upon which the statements or opinions contained in such
 certificate or opinion are based; 

 
	
  

 	
  

 
	
  

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

 


10









	
  

 	
  

 
	
  

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

 



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


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


                    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. 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. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company or to all of them. Such instrument or instruments are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture (subject to Section
315 of the TIA) and conclusive in favor of the Trustee, the Company and any
agent of the Trustee or the Company, if made in the manner provided in this
Section. 


                    Without
limiting the generality of this Section 104, unless otherwise provided in or
pursuant to this Indenture, a Holder, including a Depositary that is a Holder
of a global Security (including through its nominee), may make, give or take,
by a proxy or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or
pursuant to this Indenture or Securities to be made, given or taken by the
Holders, and a Depositary that is a Holder of a global Security may provide its
proxy or proxies to the beneficial owners of interests in such global Security
through such Depositary’s standing instructions and customary practices. 


11









	
  

 	
  

 
	
  

 	
           (a)
 The fact and date of the execution by any Person of any such instrument or
 writing may be proved by the affidavit of a witness of such execution or by a
 certificate of a notary public or other officer authorized by law to take
 acknowledgments of deeds, certifying that the individual signing such
 instrument or writing acknowledged to him the execution thereof. Where such
 execution is by a signer acting in a capacity other than his individual
 capacity, such certificate or affidavit shall also constitute sufficient
 proof of 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 reasonable manner that the Trustee deems sufficient. 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (d)
 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 in
 reliance thereon, whether or not notation of such Act is made upon such
 Security. 

 



                    SECTION
105. Notices, etc. to Trustee or the Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
documents provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with, 


12









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



                    SECTION
106. Notice to Holders; Waiver. Except as otherwise expressly provided
herein or otherwise specified with respect to any series of Securities pursuant
to Section 301, where this Indenture provides for notice of any event to
Holders of Registered Securities by the Company or the Trustee, such notice
shall be sufficiently given if in writing and mailed, first-class postage
prepaid, to each such Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Holders of Registered Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders of Registered Securities. 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. 


                    In
case, by reason of the suspension of or irregularities in regular mail service
or by reason of any other cause, it shall be impractical to mail notice of any
event to Holders of Registered Securities when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
written notice as shall be satisfactory to the Trustee shall be deemed to be
sufficient giving of such notice for every purpose hereunder. 


                    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. 


13





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


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


                    SECTION
111. Governing Law. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES OF SUCH STATE OTHER THAN NEW YORK GENERAL
OBLIGATIONS LAW SECTION 5-1401. 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. Unless otherwise specified in or pursuant to this
Indenture or any Securities, in any case where any Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date or Stated Maturity
or Maturity of any Security shall not be a Business Day at any Place of
Payment, then 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 such Interest Payment Date, Redemption Date, Repayment
Date, sinking fund payment date, Stated Maturity or Maturity, as the case may
be, 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, to such next succeeding Business Day. 


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


                    SECTION
114. Incorporation by Reference of Trust Indenture Act. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. 


                    The
following TIA terms used in this Indenture have the following meanings: 


14









	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 “indenture
 securities” means the Securities; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 “indenture
 security Holder” means a Holder of a Security; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 “indenture
 to be qualified” means this Indenture;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
  “indenture trustee” or “institutional
 trustee” means the Trustee; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 “obligor” on
 the Securities means the Company and any successor obligor upon the
 Securities. 

 
	
  

 	
  

 	
  

 
	
                     All
 other terms used in this Indenture that are defined by the TIA, defined by
 TIA reference to another statute or defined by SEC rule under the TIA have
 the meanings so assigned to them.

 
	
  

 
	
  

 	
 SECTION 115.
 Rules of Construction. Unless the context otherwise requires:

 
	
  

 	
  

 
	
  

 	
 (i)

 	
 a term has
 the meaning assigned to it; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 an
 accounting term not otherwise defined has the meaning assigned to it in
 accordance with GAAP; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
  “or” is not exclusive;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 words in the
 singular include the plural, and in the plural include the singular; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 provisions
 apply to successive events and transactions. 

 



                    SECTION
116. Force Majeure. In no event shall the Trustee be responsible or
liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes and acts of God; it being
understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances. 


                    SECTION
117. U.S.A. Patriot Act. The parties hereto acknowledge that in
accordance with Section 326 of the U.S.A. Patriot Act The Bank of New York
Mellon, like all financial institutions and in order to help fight the funding
of terrorism and money laundering, is required to obtain, verify, and record
information that identifies each person or legal entity that establishes a
relationship or opens an account. The parties to this Indenture agree that they
will provide The Bank of New York Mellon with such information as it may request
in order for The Bank of New York Mellon to satisfy the requirements of the
U.S.A. Patriot Act. 


                    SECTION
118. Waiver of Jury Trial. 


15






                    EACH
OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION
CONTEMPLATED HEREBY. 


ARTICLE TWO


SECURITY FORMS


                    SECTION
201. Forms Generally. The Registered Securities, if any, of each series,
the temporary global Securities of each series, if any, and the permanent
global Securities of each series, if any, shall be in substantially the forms
as shall be established by, or pursuant to a Board Resolution or, subject to
Section 303, set forth in, or determined in the manner provided in, an
Officers’ Certificate pursuant to a Board Resolution of the Company, or in one
or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers of the Company executing
such Securities as evidenced by their execution of such Securities. If the
forms of Securities of any series are established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or Assistant Secretary of the Company, and delivered
to the Trustee at or prior to the delivery of the Company Order contemplated by
Section 303 for the authentication and delivery of such Securities. Any portion
of the text of any Security may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Security. 


                    The
Trustee’s certificate of authentication on all Securities shall be in
substantially the form set forth in this Article. 


                    The
definitive Securities, if any, shall be printed, lithographed or engraved on
steel-engraved borders or may be produced in any other manner, all as
determined by the officers of the Company executing such Securities, as
evidenced by their execution of such Securities. 


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


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


                    Dated:
____________________ 


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


16









	
  

 	
  

 	
  

 
	
  

 	
 The Bank of New York Mellon,

 as Trustee 

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Authorized Signatory

 



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


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


                    Notwithstanding
any provisions of Section 307 to the contrary, unless otherwise specified as
contemplated by Section 301, payment of principal of (and premium, if any) and
interest, if any, on any Security in 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 Trustee and any agent of the Company or the Trustee
shall treat as the Holder of such principal amount of Outstanding Securities
represented by a permanent global Security, the Holder thereof. 


17





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 may be issued in one or more series. There shall be established in
one or more Board Resolutions of the Company or pursuant to authority granted
by one or more Board Resolutions of the Company and, subject to Section 303,
set forth in, or determined in the manner provided in, an Officers’
Certificate, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series, any or all of the following,
as applicable (each of which (except for the matters set forth in clauses (1),
(2) and (17) below), if so provided, may be determined from time to time by the
Company with respect to unissued Securities of the series and set forth in such
Securities of the series when issued from time to time): 


	
  

 	
  

 
	
  

 	
           (1)
 title of the Securities of the series (which shall distinguish the Securities
 of the 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 1305); 

 
	
  

 	
  

 
	
  

 	
           (3)
 the date or dates, or the method by which such date or dates will be
 determined or extended, on which the principal of the Securities of the
 series is 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 such date or dates shall be determined, the Interest Payment Dates on
 which such interest shall be payable, the right, if any, of the Company to
 defer or extend an Interest Payment Date, and the Regular Record Date, if
 any, for the interest payable on any Registered Security on any Interest
 Payment Date, or the method by which such date or dates shall be determined,
 and the basis upon which interest shall be calculated if other than on the
 basis 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, where any
 Registered Securities of the series may be surrendered for registration of
 transfer, where Securities of the series may be surrendered for exchange,
 where Securities of the 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 in respect of the Securities of the series and
 this Indenture may be served; 

 


18









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (7)
 the obligation, if any, of the Company to redeem, repay or purchase
 Securities of the series pursuant to any sinking fund or analogous provision
 or at the option of a Holder thereof, and the period or periods within which
 or the date or dates on which, the price or prices at which, the Currency 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 minimum denominations of $2,000 and integral multiples of
 $1,000 above such minimum denomination, the denomination or denominations in
 which any Registered 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 an 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 a Currency 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 in which such Securities are denominated or stated
 to be payable and the Currency in which such Securities are to be so paid, in
 each case in accordance with, in addition to or in lieu of any of the
 provisions of Section 312; 

 


19









	
  

 	
  

 
	
  

 	
           (14)
 the designation of the initial Exchange Rate Agent, if any, or any
 depositaries; 

 
	
  

 	
  

 
	
  

 	
           (15)
 if Sections 1402 and/or 1403 are not applicable to the Securities of the
 series and any provisions in modification of, in addition to or in lieu of
 any of the provisions of Article Fourteen that shall be applicable to the
 Securities of the series; 

 
	
  

 	
  

 
	
  

 	
           (16)
 provisions, if any, granting special rights to the Holders of Securities of
 the series upon the occurrence of such events as may be specified; 

 
	
  

 	
  

 
	
  

 	
           (17)
 any deletions from, modifications of or additions to the Events of Default or
 covenants of the Company or 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; 

 
	
  

 	
  

 
	
  

 	
           (18)
 whether Securities are to be issuable initially in temporary global form,
 whether such Securities are to be issuable in permanent global form and, if
 so, whether beneficial owners of interests in any such permanent global
 Security may exchange such interests for definitive Securities of the 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, and if Securities of the series are to be
 issuable in global form, the identity of any Depositary therefor; 

 
	
  

 	
  

 
	
  

 	
           (19)
 the Person to whom any interest on any Registered Security of the series
 shall be payable, if other than 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, and the extent to which, or the
 manner in which, any interest payable on a temporary global Security on an
 Interest Payment Date will be paid if other than in the manner provided in
 Section 304; 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; 

 
	
  

 	
  

 
	
  

 	
           (20)
 if Securities of the 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)
 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; 

 
	
  

 	
  

 
	
  

 	
           (22)
 whether, under what circumstances and the Currency in which the Company will
 pay Additional Amounts as contemplated by Section 1009 on the Securities of
 the series to any Holder (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); 

 


20









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (24)
 the provision to Holders of the Securities of a series with consent rights
 with respect to the addition, change or elimination of provisions of this
 Indenture which affect such Securities or the modification in any manner of
 the rights of the Holders of such Securities under this Indenture, in each
 case, in addition to such rights as set forth in this Section 902 and in
 accordance with the last paragraph of Section 902; and 

 
	
  

 	
  

 
	
  

 	
           (25)
 any other terms, conditions, rights and preferences (or limitations on such
 rights and preferences) relating to the series (which terms shall not be
 inconsistent with the requirements of the Trust Indenture Act or the
 provisions of this Indenture). 

 



                    All
Securities of any one series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise
be provided in or pursuant to such Board Resolution or pursuant to authority
granted by one or more Board Resolutions (subject to Section 303) and set forth
in such Officers’ Certificate 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, provided that
if such additional securities are issued with the same CUSIP number as
previously issued securities, such additional securities must be fungible with
such previously issued securities for U.S. federal income tax purposes. 


                    If
any of the terms of the Securities of any series are established by action
taken pursuant to one or more Board Resolutions or pursuant to authority
granted by one or more Board Resolutions, such Board Resolutions shall be delivered
to the Trustee at or prior to the issuance of the first Security of such
series. 


                    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 such 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 a
minimum denomination of $2,000 and integral multiples of $1,000 above such
minimum denomination. 


                    SECTION
303. Execution, Authentication, Delivery and Dating. The Securities
shall be executed on behalf of the Company by an individual or individuals duly
authorized by the Board of Directors of the Company to execute the Securities.
The signature of any of these authorized persons on the Securities may be the
manual or facsimile signatures of the present or any future such authorized
person and may be imprinted or otherwise reproduced on the Securities. 


                    Securities
bearing the manual or facsimile signatures of individuals who were at the time
of such execution of the Securities the proper officers of the Company shall
bind the 


21





Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities. 


                    At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, duly executed by
the Company, to the Trustee for authentication, together with a Company Order,
Officers’ Certificate and Opinion of Counsel for the authentication and
delivery of such Securities, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities. If not all the Securities
of any series are to be issued at one time and if the Board Resolution,
Officers’ Certificate pursuant to a 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 terms of particular Securities of such series such as interest rate
or formula, maturity, any redemption or repayment provisions, 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 receive,
and shall be fully protected in conclusively relying upon, an Opinion of
Counsel stating in effect (subject to customary exceptions): 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (ii)
 that the terms of such Securities have been established in conformity with
 the provisions of this Indenture; 

 
	
  

 	
  

 
	
  

 	
           (iii)
 that such Securities, 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 in the manner and subject to any conditions
 specified in such Opinion of Counsel, will be the legal, valid and binding
 obligations of the Company enforceable in accordance with their terms,
 subject to the effect of any applicable bankruptcy, insolvency,
 reorganization, moratorium and other similar laws affecting creditors’ rights
 generally (including without limitation on all laws relating to fraudulent
 transfers) and to general principles of equity; 

 
	
  

 	
  

 
	
  

 	
           (iv)
 that all laws and requirements in respect of the execution and delivery by
 the Company of such Securities and of the supplemental indentures, if any,
 have been complied with and that authentication and delivery of such Securities
 and the execution and delivery of the supplemental indenture, if any, by the
 Trustee will not violate the terms of the Indenture; 

 
	
  

 	
  

 
	
  

 	
           (v)
 that the Company has the corporate power to issue such Securities and has
 duly taken all necessary corporate action with respect to such issuance; and 

 
	
  

 	
  

 
	
  

 	
           (vi)
 that the issuance of such Securities will not contravene the articles of
 incorporation or by-laws of the Company or result in any violation of any of
 the terms or 

 


22









	
  

 	
  

 
	
  

 	
 provisions
 of any law or regulation or of any indenture, mortgage or other agreement
 known to such Counsel by which the Company is bound. 

 



                    The
Trustee shall not be required to authenticate and deliver any such Securities
if the issue of such Securities pursuant to this Indenture is unlawful or will
affect the Trustee’s own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee. 


                    Each
Registered Security shall be dated the date of its authentication. 


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


                    Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
310 together with a written statement (which need not comply with Section 102
and need not be accompanied by an Opinion of Counsel) stating that such
Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture. 


                    SECTION
304. Temporary Securities. Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities. Such temporary Securities may be in global
form. 


                    Except
in the case of temporary Securities in global form (which shall be exchanged in
accordance with the provisions of the following paragraphs), 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, the Company shall execute and the Trustee, upon
receipt of a written instruction, 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. 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. 


23





                    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 of the same series executed by the Company, in aggregate principal
amount equal to the principal amount of such temporary global Security. On or
after the Exchange Date such temporary global Security shall be surrendered by
the Common Depositary to the Trustee, as the Company’s agent for such purpose,
to be exchanged, in whole or from time to time in part, for definitive
Securities of the same series without charge and the Trustee shall authenticate
and deliver, in exchange for each portion of such temporary global Security, an
equal aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such temporary
global Security to be exchanged. The definitive Securities to be delivered in
exchange for any such temporary global Security shall be in registered form or
permanent global registered form, as specified as contemplated by Section 301,
provided 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). 


                    Unless
otherwise specified in such temporary global Security, the interest of a
beneficial owner of a temporary global Security shall be exchanged for
definitive Securities of the same series and of like tenor following the
Exchange Date when the account holder instructs Euroclear or Clearstream, as
the case may be, to request such exchange on his behalf and delivers to
Euroclear or Clearstream, as the case may be, a certificate in the form set
forth in Exhibit A-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days prior to
the Exchange Date, copies of which certificate shall be available from the
offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent
appointed for such series of Securities and each Paying Agent. Unless otherwise
specified in such temporary global Security, any such exchange shall be made
free of charge to the beneficial owners of such temporary global Security,
except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like in the event that such Person
does not take delivery of such definitive Securities in person at the offices
of Euroclear or Clearstream. 


                    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 


24





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 form as may be established
pursuant to Section 301), for credit without further interest thereon on or
after such Interest Payment Date to the respective accounts of the 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 in
Exhibit A-1 to this Indenture (or in such other form 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 and
of the third paragraph of Section 303 of this Indenture and the interests of
the Persons who are the beneficial owners of the temporary global Security with
respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the
date of certification if such date occurs after the Exchange Date, without
further act or deed by such beneficial owners. Except as otherwise provided in
this paragraph, no payments of principal (or premium, if any) or interest, if
any, owing with respect to a beneficial interest in a temporary global Security
will be made unless and until such interest in such temporary global Security
shall have been exchanged for an interest in a definitive Security. Any
interest so received by Euroclear and Clearstream and not paid as herein
provided shall be returned to the Trustee 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 in accordance with (but otherwise
subject to) Section 1003.


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


                    Upon
surrender for registration of transfer of any Registered Security of any series
at the office or agency 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, one or more new Registered Securities of the same
series, of any authorized denominations and of a like aggregate principal
amount and tenor. 


25





                    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 and of a like aggregate principal amount, upon surrender of the
Registered Securities to be exchanged at 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. 


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


                    Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 301,
any permanent global Security shall be exchangeable only as provided in this
paragraph. If any beneficial owner of an interest in a permanent global
Security is entitled to exchange such interest for Securities of such series
and of like tenor and principal amount of another authorized form and
denomination, as specified as contemplated by Section 301 and provided that any
applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities 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. On or after the
earliest date on which such interests may be so exchanged, such permanent
global Security shall be surrendered by the Common Depositary or such other
depositary as shall be specified in the Company Order with respect thereto to
the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole
or from time to time in part, for definitive Securities 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 as the portion of such permanent global Security to be
exchanged which shall be in the form of Registered Securities; 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. If a definitive
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 definitive Registered Security, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such permanent global
Security is payable in accordance with the provisions of this Indenture.


                    All
Securities issued upon any registration of transfer or exchange of Securities
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same 


26





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 or the Security Registrar) be
duly endorsed, or be accompanied by a written instrument of transfer, in form
satisfactory to the Company and the Security Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing. 


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


                    If
at any time the Depositary for any permanent global Registered Securities of
any series notifies the Company that it is unwilling or unable to continue as
Depositary for such permanent global Registered Securities or if at any time
the Depositary for such permanent global Registered Securities shall no longer
be eligible to so continue under applicable law, the Company shall appoint a
successor Depositary eligible under applicable law with respect to such
permanent global Registered Securities. If a successor Depositary eligible
under applicable law for such global Registered Securities is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such ineligibility or if there has occurred and is continuing an Event
of Default with respect to the Securities of any series, the Company will
execute, and the Trustee, upon receipt of the Company Order for the
authentication and delivery of definitive Registered Securities of such series
and tenor, will authenticate and deliver such definitive Registered Securities
of such series and tenor, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of such permanent global
Registered Securities, in exchange for such permanent global Registered
Securities. 


                    The
Company may at any time and in its sole discretion determine that any permanent
global Registered Securities of any series shall no longer be maintained in
global form. In such event the Company will execute, and the Trustee, upon
receipt of the Company’s order for the authentication and delivery of
definitive Registered Securities of such series and tenor, will authenticate
and deliver, definitive Registered Securities of such series and tenor in any
authorized denominations, in an aggregate principal amount equal to the
principal amount of such permanent global Registered Securities, in exchange
for such permanent global Registered Securities. 


                    The
Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the selection for redemption of Securities
of that series under Section 1103 or 1203 and ending at the close of business
on the day of 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 the unredeemed portion of any Security
being redeemed in part, or (iii) to issue, register the transfer of or exchange
any Security which has been 


27





surrendered
for repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid. 


                    The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer that may be imposed under this
Indenture with respect to the Securities of any series pursuant to the terms
thereof established as contemplated by Section 301 or under applicable law with
respect to any transfer of any interest in any such Security (including any
transfers between or among any depositary (including any Depositary or Common
Depositary), or its nominee, as a Holder of a Security issued in global form,
any participants in such depositary or owners or holders of beneficial
interests in any such global Security) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of such Securities if
and as may be so established in respect of such Securities, and to examine the
same to determine substantial compliance as to form with the express
requirements thereof. 


                    SECTION
306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated
Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and of like tenor and principal amount and bearing a number not
contemporaneously Outstanding. 


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


                    Notwithstanding
the provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security. 


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


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


28





                    SECTION
307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset.
(a) Unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities, interest, if any, on any Registered Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name such 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 (other
than a global Security) on an Interest Payment Date 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 located in the United States maintained by the payee. 


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


                    Any
interest on any Registered Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such defaulted interest and, if
applicable, interest on such defaulted interest (to the extent lawful) at the
rate or formula specified in the Securities of such series (such defaulted
interest and, if applicable, interest thereon herein collectively called
“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, 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 that 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 

 


29









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the expense
 of the Company, shall cause notice of the proposed payment of such Defaulted
 Interest and the Special Record Date therefor to be given in the manner
 provided in Section 106, not less than 10 days prior to such Special Record
 Date. Notice of the proposed payment of such Defaulted Interest and the
 Special Record Date therefor having been so given, such Defaulted Interest
 shall be paid to the Persons in whose name 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). 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (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 of such Security (each such
 period a “Subsequent Interest Period”), including the date or dates on which
 or the period or periods during which and the price or prices at which such
 redemption may occur during the Subsequent Interest Period. 

 



                    Notwithstanding
the foregoing, not later than 20 days prior to the Optional Reset Date, the
Company may, at its option, revoke the interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) provided for in
the Reset Notice and establish an interest rate (or a spread or spread
multiplier used to calculate such interest rate, if applicable) that is higher
than the interest rate (or the spread or spread multiplier, if applicable)
provided for in the Reset Notice, for the Subsequent Interest Period by causing
the Trustee to transmit, in the manner provided for in Section 106, notice of
such higher interest rate (or such higher spread or spread multiplier, if
applicable) to the Holder of such Security. Such notice shall be irrevocable.
All Securities with respect to which the interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) is reset on an
Optional Reset Date, and with respect to which the Holders of such Securities
have not tendered such Securities for repayment (or have 


30






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 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
Stated 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 Maturity of
such Security in effect prior to the exercise of such option. 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 Maturity a notice (the “Extension Notice”) indicating (i) the election of
the Company to extend the Maturity, (ii) the new 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 Maturity of such Security shall be
extended automatically and, except as modified by the Extension Notice and as
described in the next paragraph, such Security will have the same terms as
prior to the transmittal of such Extension Notice. 


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


                    If
the Company extends the Maturity of any Security, the Holder will have the
option to elect repayment of such Security by the Company at Maturity at a
price equal to the principal amount thereof, plus interest accrued to such
date. In order to obtain repayment at 


31





Maturity once
the Company has extended the 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 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
Maturity. 


                    SECTION
309. Persons Deemed Owners. Prior to due presentment of a Registered
Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the 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 Trustee or any agent of the
Company or the Trustee shall be affected by notice to the contrary. 


                    None
of the Company, the Trustee, any Paying Agent or the Security Registrar shall
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of a Security in
global form or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests. The Company, the Trustee and the
Securities Registrar shall be entitled to deal with any depositary (including
any Depositary or Common Depositary), and any nominee thereof, that is the
Holder of any such global Security for all purposes of this Indenture relating
to such global Security (including the payment of principal, premium, if any,
and interest and Additional Amounts, if any, the giving of instructions or
directions by or to the owner or holder of a beneficial ownership interest in
such global Security) as the sole Holder of such global Security and shall have
no obligations to the beneficial owners thereof. None of the Company, the
Trustee, any Paying Agent or the Security Registrar shall have any
responsibility or liability for any acts or omissions of any such depositary
with respect to such global Security, for the records of any such depositary,
including records in respect of beneficial ownership interests in respect of
any such global Security, for any transactions between such depositary and any
participant in such depositary or between or among any such depositary, any
such participant and/or any holder or owner of a beneficial interest in such
global Security or for any transfers of beneficial interests in any such global
Security. 


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


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


32





shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be
promptly cancelled by the Trustee. If the Company shall so acquire any of the
Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are surrendered to the Trustee for cancellation. No Securities
shall be authenticated in lieu of or in exchange for any Securities cancelled
as provided in this Section, except as expressly permitted by this Indenture.
All cancelled Securities held by the Trustee shall be disposed of by the
Trustee in accordance with its customary procedures and, if requested by the
Company in writing, the Trustee shall provide certification of their disposal
to the Company, unless by Company Order the Company shall timely direct that
cancelled Securities be returned 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 by the Company on
the basis of a 360-day year of twelve 30-day months. 


                    SECTION
312. Currency and Manner of Payments in Respect of Securities. (a)
Unless otherwise specified with respect to any series of 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, payment of the principal
of (and premium, if any) and interest, if any, on any Registered Security of
such series will be made in the Currency in which such Registered Security is
payable. The provisions of this Section 312 may be modified or superseded with
respect to any Securities pursuant to Section 301. 


	
  

 	
  

 
	
  

 	
           (b)
 It may be provided pursuant to Section 301 with respect to Registered
 Securities of any series that Holders shall have the option, subject to
 paragraphs (d) and (e) below, to receive payments of principal of (or
 premium, if any) or interest, if any, on such Registered Securities in any of
 the Currencies which may be designated for such election by delivering to the
 Trustee 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 (but any such change must be made not later than the close of
 business on the Election Date immediately preceding the next payment date to be
 effective for the payment to be made on such payment date and no such change
 of election may be made with respect to payments to be made on any Registered
 Security of such series with respect to which an Event of Default has
 occurred or with respect to which the Company has deposited funds pursuant to
 Article Four or Fourteen 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 

 


33









	
  

 	
  

 
	
  

 	
 election to
 the Trustee 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 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 and the amounts in such Currency
 so payable in respect of the Registered Securities as to which the Holders of
 Registered Securities of such series 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 an Exchange Rate Officer’s
 Certificate in respect of the Dollar or Foreign Currency payments to be made
 on such payment date. Unless otherwise specified pursuant to Section 301, the
 Dollar or Foreign Currency 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 third Business Day (the “Valuation
 Date”) immediately preceding each payment date, and such determination shall
 be conclusive and binding for all purposes, absent manifest error. 

 
	
  

 	
  

 
	
  

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

 


34










	
  

 	
  

 
	
  

 	
 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) above. 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



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


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


35





                    “Election
Date” shall mean the date for any series of Registered Securities as specified
pursuant to clause (13) of Section 301 by which the written election referred
to in paragraph (b) above 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 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 of any such decision or determination. 


                    In
the event that the Company determines in good faith that a Conversion Event has
occurred with respect to a Foreign Currency, the Company will immediately give
written notice thereof to the Trustee and to the Exchange Rate Agent (and the
Trustee will promptly thereafter give notice in the manner provided for in
Section 106 to the affected Holders) specifying the Conversion Date. In the
event the Company so determines that a Conversion Event has occurred with
respect to any Foreign Currency unit in which Securities are denominated or payable,
the Company will immediately give written notice thereof to the Trustee and to
the Exchange Rate Agent (and the Trustee will promptly thereafter give notice
in the manner provided for 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 and the Exchange Rate Agent. The Trustee shall be fully
justified and protected in conclusively 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 or confirm 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 denominated
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. 

 


36









	
  

 	
  

 
	
  

 	
           (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). 

 


ARTICLE FOUR


SATISFACTION AND DISCHARGE


                    SECTION
401. Satisfaction and Discharge of Indenture. This Indenture shall upon
Company Request cease to be of further effect with respect to any series of
Securities specified in such Company Request (except as to any surviving rights
of registration of transfer or exchange of Securities of such series expressly
provided for herein or pursuant hereto, and any right to receive Additional
Amounts, as contemplated by Section 1009) and the Trustee, at the expense of
the Company, shall execute proper instruments provided to it acknowledging
satisfaction and discharge of this Indenture as to such series when 


                    (1)
either 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A)
 all Securities of such series theretofore authenticated and delivered (other
 than (i) Securities of such series which have been destroyed, lost or stolen
 and which have been replaced or paid as provided in Section 306 and (ii)
 Securities for whose payment money has theretofore been deposited in trust
 with the Trustee or any Paying Agent (which shall be held uninvested) or
 segregated and held in trust by the Company and thereafter repaid to the
 Company or discharged from such trust, as provided in Section 1003) have been
 delivered to the Trustee for cancellation; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 all Securities of such series not theretofore delivered to the Trustee for
 cancellation 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (i)
 have become due and payable, or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           and
 the Company, in the case of (i), (ii) or (iii) above, has irrevocably
 deposited or caused to be deposited with the Trustee as trust funds in trust
 for such purpose an 

 


37









	
  

 	
  

 
	
  

 	
 amount, in
 the Currency in which the Securities of such series are payable, sufficient
 to pay and discharge the entire indebtedness on such Securities not
 theretofore delivered to the Trustee for cancellation, for principal (and
 premium, if any) and interest, if any, to the date of such deposit (in the
 case of Securities which have become due and payable) or to the Stated
 Maturity or Redemption Date, as the case may be; 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



                    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 606 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, the last sentence of Section 1010, and the
penultimate paragraph of Section 1405 shall survive such satisfaction and discharge.



                    SECTION
402. Application of Trust Money. 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 uninvested and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) 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 the Trustee; but such money need not be segregated from other
funds except to the extent required by law. Money so held in trust is subject
to the Trustee’s rights under Section 606. 


ARTICLE FIVE


REMEDIES


                    SECTION
501. Events of Default. “Event of Default,” wherever used herein with
respect to Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body): 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (2)
 default in the payment of the principal of (or premium, if any, on) any
 Security of that series at its Maturity or upon redemption or repayment when
 the same becomes due and payable; or 

 


38









	
  

 	
  

 
	
  

 	
           (3)
 failure to observe or perform any other covenant or agreement with respect to
 any Security of that series for a period of 60 days after receipt by the
 Company of notice of such failure; or 

 
	
  

 	
  

 
	
  

 	
           (4)
 a default under any Indebtedness for money borrowed by the Company or any of
 its Subsidiaries that results in the acceleration of the maturity of such
 Indebtedness, or failure to pay any such Indebtedness at maturity, in an
 aggregate amount of at least $50.0 million or its foreign currency equivalent
 at the time and such acceleration has not been rescinded or annulled, or
 Indebtedness paid, within 30 days after notice to the Company by the Trustee
 (to be provided by it promptly after a Responsible Officer receives written
 notice of such default) or Holders of 25% or more of the then Outstanding
 Securities of that series; or 

 
	
  

 	
  

 
	
  

 	
           (5)
 the entry by a court having jurisdiction in the premises of (A) a decree or
 order for relief in respect of the Company in an involuntary case or
 proceeding under Bankruptcy Law or (B) a decree or order adjudging the
 Company a bankrupt or insolvent, or approving as properly filed a petition
 seeking reorganization, arrangement, adjustment or composition of or in
 respect of the Company under any applicable federal or state law, or
 appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator
 or other similar official of the Company or of any substantial part of their
 property, or ordering the winding up or liquidation of their affairs, and the
 continuance of any such decree or order for relief or any such other decree
 or order unstayed and in effect for a period of 90 consecutive days; or 

 
	
  

 	
  

 
	
  

 	
           (6)
 the commencement by the Company of a voluntary case or proceeding under
 Bankruptcy Law or of any other case or proceeding to be adjudicated a
 bankrupt or insolvent, or the consent by them to the entry of a decree or
 order for relief in respect of the Company is an involuntary case or
 proceeding under Bankruptcy Law or to the commencement of any bankruptcy or
 insolvency case or proceeding against them, or the filing by them of a
 petition or answer or consent seeking reorganization or relief under any
 applicable Federal or State law, or the consent by them to the filing of such
 petition or to the appointment of or taking possession by a custodian,
 receiver, liquidator, assignee, trustee, sequestrator or similar official of
 the Company or of any substantial part of their property, or the making by
 them of an assignment for the benefit of creditors, or the admission by them
 in writing of their inability to pay their debts generally as they become
 due; or 

 
	
  

 	
  

 
	
  

 	
           (7)
 there occurs any other Event of Default provided pursuant to Section 301 or
 901 with respect to Securities of that series. 

 



                    SECTION
502. Acceleration of Maturity; Rescission and Annulment. If an Event of
Default described in clause (1), (2), (3), (4) or (7) of Section 501 with
respect to Securities of any series at the time Outstanding 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
declare the principal amount (or, if the Securities of that series are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
amount as may be specified in the terms of that series) of all of the
Outstanding Securities of that series and any 


39





accrued and
unpaid cash interest through the date of such declaration, to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount shall
become immediately due and payable. 


                    At
any time after such a declaration of acceleration with respect to Securities of
any series (or of all series, as the case may be) 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 (or of all
series, as the case may be) by written notice to the Company and the Trustee,
may rescind and annul such declaration and its consequences if: 


	
  

 	
  

 	
  

 
	
  

 	
           (1)
 the Company has paid or deposited with the Trustee a sum sufficient to pay in
 the Currency in which the Securities of such series are payable (except as
 otherwise specified pursuant to Section 301 for the Securities of such series
 and except, if applicable, as provided in Sections 312(b), 312(d) and
 312(e)), 

 
	
  

 	
  

 
	
  

 	
  

 	
           (A)
 all overdue interest, if any, on all Outstanding Securities of that series
 (or of all series, as the case may be), 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 all unpaid principal of (and premium, if any) any Outstanding Securities of
 that series (or of all series, as the case may be) which has become due
 otherwise than by such a declaration of acceleration, and interest on such
 unpaid principal (or premium) at the rate or rates prescribed therefor in
 such Securities or, if no such rate or rates are so prescribed, at the rate
 borne by the Securities during the period of such default, 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C)
 to the extent that payment of such interest is enforceable under applicable
 law, interest upon overdue interest to the date of such payment or deposit at
 the rate or rates prescribed therefor in such Securities or, if no such rate
 or rates are so prescribed, at the rate borne by the Securities during the
 period of such default, 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 (or of all
 series, as the case may be), other than the non-payment of the principal of
 (or premium, if any, on) or interest, if any, on Securities of that series
 (or of all series, as the case may be) which have become due solely by such
 an acceleration, have been cured or waived as provided in Section 513. 

 



If an Event of
Default described in clause (5) or (6) occurs and is continuing, then the
principal amounts (or, if the Securities of that series are Original Issue
Discount Securities or Indexed Securities, such portion of the principal amount
as may be specified in the terms of that series) of all the Securities then
Outstanding, together with any accrued interest through the occurrence of such
Event of Default, shall become and be due and payable immediately, without any
declaration or other act by the Trustee or any other Holder. 


40






                    SECTION
503. Collection of Indebtedness and Suits for Enforcement by Trustee.
The Company covenants that (1) in case default shall be made in the payment of
any installment of interest on any Security of any series as and when the same shall
become due and payable, and such default shall have continued for a period of
30 days, or (2) in case default shall be made in the payment of the principal
(or premium, if any) on any Security of any series at its Maturity then, upon
demand of the Trustee, the Company will pay to the Trustee, for the benefit of
the Holders of Securities of such series, the whole amount that then shall have
become due and payable on such Securities of that series for principal and any
premium or interest, or both, as the case may be, with interest upon the
overdue principal and (to the extent that payment of such interest is
enforceable under applicable law) upon overdue installments of interest at the
rate borne by or provided for in such Securities during the period of such
default, and, in addition thereto, such further amount as shall be sufficient
to cover reasonable compensation to the Trustee, its agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances
made, by the Trustee except as a result of its negligence or bad faith. 


                    If
an Event of Default with respect to Securities of any series (or of all series,
as the case may be) occurs and is continuing, the Trustee may proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series (or of all series, as the case may be) by such appropriate judicial
proceedings necessary to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other proper
remedy. 


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


	
  

 	
  

 
	
  

 	
           (1)
 to file and prove a claim for the whole amount of principal (and premium, if
 any) (or in the case of Original Issue Discount Securities or Indexed
 Securities, such portion of the principal amount as may be specified in the
 terms of such series) 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 

 
	
  

 	
  

 
	
  

 	
           (2)
 to collect and receive any moneys or other property payable or deliverable on
 any such claims and to distribute the same: 

 



and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly 


41





to the
Holders, to pay to the Trustee any amount due it for the agreed upon
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 606. 


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


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


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           Third:
 To the payment of the remainder, if any, to the Company, or as a court of
 competent jurisdiction may direct in writing. 

 



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




	
  

 	
  

 
	
  

 	
           (1)
 such Holder shall have 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 in the case of any Event of Default described in
 clause (1), (2), (3), (4) or (7) of Section 501, or, in the case of any Event
 of Default described in clause (5) or (6) of Section 501, the Holders of not
 less than 25% in principal amount of all 

 


42








	
  

 	
  

 
	
  

 	
 Outstanding
 Securities, shall have made written request to the Trustee to institute
 proceedings in respect of such Event of Default in its own name as Trustee
 hereunder; 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (5)
 no direction inconsistent with such written request shall have been given to
 the Trustee pursuant to Section 512 during such 60-day period by the Holders
 of a majority in principal amount of the Outstanding Securities of that
 series, in the case of any Event of Default described in clause (1), (2),
 (3), (4) or (7) of Section 501, or, in the case of any Event of Default
 described in clause (5) or (6) of Section 501 by the Holders of a majority in
 principal amount of all Outstanding Securities; 

 



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 Holders
of Securities of the same series, in the case of any Event of Default described
in clause (1), (2), (3), (4) or (7) of Section 501, or of Holders of all
Securities in the case of any Event of Default described in clause (5) or (6)
of Section 501, 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 and common benefit
of all of such Holders of Securities of that same series in the case of any
Event of Default described in clause (1), (2), (3), (4) or (7) of Section 501, or
of Holders of all Securities in the case of any Event of Default described in
clause (5) or (6) of Section 501 (it being understood that the Trustee does not
have an affirmative duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to 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 shall have the right, which is absolute and unconditional, to
receive payment as provided herein and in such Security of the principal and
any premium and interest on such Security on the respective Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption or repayment
at the option of the Holder, on the Redemption Date or Repayment Date, as the
case may be) and to institute suit for the enforcement of any such payment, and
such rights shall not be impaired without the consent of such Holder. 


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


43





                    SECTION
510. Rights and Remedies Cumulative. Except as otherwise provided with
respect to replacement or payment of mutilated, destroyed, lost or stolen
Securities in Section 306, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders of Securities 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 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. 


                    SECTION
512. Control by Holders. With respect to the Securities of any series,
the Holders of a majority in principal amount of the Outstanding Securities of
such 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 relating to or arising
under clause (1), (2), (3), (4) or (7) of Section 501, and the Holders of a
majority in principal amount of all Outstanding Securities 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, not relating to or arising under clause (1), (2), (3), (4) or (7)
of Section 501; provided, in each case: 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (3)
 with respect to actions relating to the Outstanding Securities of any one series,
 such direction is not unduly prejudicial to the rights of Holders of
 Securities of such series not taking part in such direction, and 

 
	
  

 	
  

 
	
  

 	
           (4)
 such direction would not involve the Trustee in personal liability, as the
 Trustee, upon being advised by counsel, shall reasonably determine. 

 



                    SECTION
513. Waiver of Past Defaults. Subject to Section 502, the Holders of a
majority in principal amount of Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default with respect to such series described in clause (1), (2), (3), (4) or
(7) of Section 501 (or, in the case of a default described in clause (5) or (6)
of Section 501, the Holders of a majority in principal amount of all
Outstanding Securities may waive any such past default with respect to all
series) and its consequences, except, in each case, a default: 


44








	
  

 	
  

 
	
  

 	
           (1)
 in respect of the payment of the principal of or any premium and interest on
 any Security, or 

 
	
  

 	
  

 
	
  

 	
           (2)
 in respect of a covenant or provision hereof which under Article Nine cannot
 be modified or amended without the consent of the Holder of each Outstanding
 Security of such series, or all series, as the case may be, affected. 

 



                    Upon
any such waiver, any 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, and the Company, the Trustee and Holders shall be restored
to their former positions and rights hereunder, respectively; but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon. 


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


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


ARTICLE SIX


THE TRUSTEE


                    SECTION
601. 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 a Responsible Officer of the Trustee,
unless such Default shall have been cured or waived; provided, however, that,
except in the case of a Default in the payment of the principal of (or premium,
if any) or interest, if any, on any Security of such series or in the payment
of any  


45





sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the best interest of the Holders of
Securities of such series. 


                    SECTION
602. Certain Duties, Responsibilities and Rights of Trustee. Subject to
the provisions of TIA Sections 315(a) through 315(d): 


                    (1)
except during the continuance of an Event of Default, 




	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (b)
 in the absence of bad faith on its part, the Trustee may conclusively rely,
 as to the truth of the statements and the correctness of the opinions
 expressed therein, upon certificates or opinions furnished to the Trustee and
 conforming to the requirements of this Indenture; but in the case of any such
 certificates or opinions which by any provision hereof are specifically required
 to be furnished to the Trustee, the Trustee shall be under a duty to examine
 the same to determine whether or not they conform to the requirements of this
 Indenture (but need not confirm or investigate the accuracy of mathematical
 calculations or other facts stated therein); 

 






	
  

 	
  

 
	
  

 	
           (2)
 if any Event of Default has occurred and is continuing with respect to the
 Securities of any series, the Trustee shall exercise such of the rights and
 powers vested in it by this Indenture, and use the same degree of care and
 skill in their exercise, as a prudent person would exercise or use under the
 circumstances in the conduct of such person’s own affairs; 

 
	
  

 	
  

 
	
  

 	
           (3)
 the Trustee may not be relieved from liabilities for its own negligent
 action, its own negligent failure to act, or its own willful misconduct,
 except that: 

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (a)
 this subparagraph (3) does not limit the effect of subparagraph (1) of this
 paragraph or the penultimate paragraph of this Section 602; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 


46








	
  

 	
  

 
	
  

 	
           (4)
 the Trustee may conclusively rely and shall be fully protected in acting or
 refraining from acting upon any resolution, certificate, statement,
 instrument, opinion, report, notice, request, direction, consent, order,
 bond, debenture, note, other evidence of indebtedness or other paper or
 document believed by it to be genuine and to have been signed or presented by
 the proper party or parties; 

 
	
  

 	
  

 
	
  

 	
           (5)
 any request or direction of the Company mentioned herein shall be
 sufficiently evidenced by a Company Request or Company Order and any
 resolution of the Board of Directors of the Company may be sufficiently
 evidenced by a Board Resolution of the Company; 

 
	
  

 	
  

 
	
  

 	
           (6)
 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,
 conclusively rely upon an Officers’ Certificate; 

 
	
  

 	
  

 
	
  

 	
           (7)
 the Trustee may consult with counsel of its selection and the advice or
 written opinion 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; 

 
	
  

 	
  

 
	
  

 	
           (8)
 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 pursuant to this Indenture, unless
 such Holders shall have offered to the Trustee security or indemnity
 reasonably satisfactory to it against the costs, expenses and liabilities
 which might be incurred by it in compliance with such request or direction; 

 
	
  

 	
  

 
	
  

 	
           (9)
 the Trustee shall not be bound to make any investigation into the facts or
 matters stated in any resolution, certificate, statement, instrument,
 opinion, report, notice, request, direction, consent, order, bond, debenture,
 note, other evidence of indebtedness or other paper or document, but the
 Trustee, in its discretion, may make such further inquiry or investigation
 into such facts or matters as it may see fit, and, if the Trustee shall
 determine to make such further inquiry or investigation, it shall be entitled
 to examine the books, records and premises of the Company personally or by
 agent or attorney at the expense of the Company and shall incur no liability
 of any kind by reason of such inquiry or investigation; 

 
	
  

 	
  

 
	
  

 	
           (10)
 the Trustee may execute any of the trusts or powers hereunder or perform any
 duties hereunder either directly or by or through agents, attorneys,
 custodians, or nominees and the Trustee shall not be responsible for any
 misconduct or negligence on the part of any agent, attorney, custodian, or
 nominee appointed with due care by it hereunder; 

 


47









	
  

 	
  

 
	
  

 	
           (11)
 the Trustee shall not be liable for any action taken, suffered or omitted by
 it in good faith and believed by it to be authorized or within the discretion
 or rights or powers conferred upon it by this Indenture; 

 
	
  

 	
  

 
	
  

 	
           (12)
 in the event that the Trustee is also acting as Paying Agent, Security
 Registrar or in any other capacity hereunder, the rights, privileges,
 protections, immunities and benefits afforded to the Trustee pursuant to this
 Article Six, including, without limitation, its right to be indemnified,
 shall also be afforded to the Trustee in its capacity as such Paying Agent,
 Security Registrar or in such other capacity and each agent, custodian and
 other Person employed to act hereunder; 

 
	
  

 	
  

 
	
  

 	
           (13)
 other than in the case of an Event of Default described under clauses (1) or
 (2) of Section 501, the Trustee shall not be deemed to know or be charged
 with knowledge of any Default or Event of Default with respect to the
 Securities of any series for which it is acting as Trustee unless a
 Responsible Officer of the Trustee shall have received written notice thereof
 at the Corporate Trust Office of the Trustee from the Company or a Holder of
 such Securities and such notice references this Indenture and such
 Securities; 

 
	
  

 	
  

 
	
  

 	
           (14)
 the Trustee shall not be required to give any bond or surety in respect of
 the performance of its powers and duties hereunder; and 

 
	
  

 	
  

 
	
  

 	
           (15)
 in no event shall the Trustee be responsible or liable for special, indirect,
 punitive or consequential loss or damage. 

 



                    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. 


                    Whether
or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section 602. 


                    SECTION
603. Trustee Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Securities, except for the Trustee’s
certificates of authentication, shall be taken as the statements of the Company
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities, 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 Authenticating Agent, any
Paying Agent, any Security Registrar or any other agent of the Company or of
the Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject 


48





to TIA
Sections 310(b) and 311, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent. 


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


                    SECTION
606. Compensation and Reimbursement. The Company agrees: 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (2)
 except as otherwise expressly provided herein, to reimburse the Trustee upon
 its request for all reasonable expenses, disbursements and advances incurred
 or made by the Trustee in accordance with any provision of this Indenture
 (including the reasonable compensation and the expenses and disbursements of
 its agents and counsel), except any such expense, disbursement or advance as
 shall have been caused by its gross negligence or willful misconduct; and 

 
	
  

 	
  

 
	
  

 	
           (3)
 to fully indemnify the Trustee and any predecessor trustee and its and their
 officers, directors, employees, and agents for, and to hold it or them
 harmless against, any loss, liability or expense incurred without gross
 negligence or willful misconduct on its or their part, arising out of or in
 connection with the acceptance or administration of the trust or trusts
 hereunder, including the costs and expenses (including reasonable fees and
 expenses of counsel) of defending itself or themselves against any claim or
 liability in connection with the exercise or performance of any of its or
 their powers or duties hereunder. 

 



                    The
obligations of the Company under this Section to compensate the Trustee, to pay
or reimburse the Trustee for expenses, disbursements and advances and to
indemnify and hold harmless the Trustee shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture, the resignation or removal of the Trustee and the termination of
this Indenture for any reason. As security for the performance of such
obligations of the Company, the Trustee shall have a claim and lien prior to
the Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of (or premium,
if any) or interest, if any, on particular Securities. 


                    When
the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(5) or (6), the expenses (including reasonable
charges and expense of its counsel) of and the compensation for such services
are intended to constitute expenses of administration under any applicable U.S.
federal or state bankruptcy, insolvency or other similar law. 


49





                    The
provisions of this Section shall survive the satisfaction and discharge of this
Indenture, the termination of this Indenture for any reason and the earlier
resignation or removal of the Trustee. 


                    SECTION
607. Corporate Trustee Required; Eligibility; Conflicting Interests;
Disqualification. There shall be at all times 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 U.S. 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. If the
Trustee shall have or acquire any conflicting interest within the meaning of
the Trust Indenture Act, it shall either eliminate such conflicting interest or
resign to the extent, in the manner and with the effect, and subject to the
conditions, provided in the Trust Indenture Act and this Indenture. For
purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent
permitted thereby, the Trustee, in its capacity as trustee in respect of the
Securities of any series, shall not be deemed to have a conflicting interest
arising from its capacity as trustee in respect of the Securities of any other
series. Nothing contained herein shall prevent the Trustee from filing the
application provided for in the second to last sentence of Section 310(b) of
the Trust Indenture Act. 


                    SECTION
608. Resignation and Removal; Appointment of Successor. No resignation
or removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 609
and any and all amounts then due and owing to the Trustee hereunder have been
paid in full. 


	
  

 	
  

 
	
  

 	
           (a)
 The Trustee may resign at any time with respect to the Securities of one or
 more series by giving written notice thereof to the Company. If the
 instrument of acceptance by a successor Trustee required by Section 609 shall
 not have been delivered to the Trustee within 30 days after the giving of
 such notice of resignation, the resigning Trustee may petition, at the
 expense of the Company, any court of competent jurisdiction for the
 appointment of a successor Trustee with respect to the Securities of such
 series. 

 
	
  

 	
  

 
	
  

 	
           (b)
 The Trustee may be removed at any time with respect to the Securities of any
 series by Act of the Holders of a majority in principal amount of the
 Outstanding Securities of such series, delivered to the Trustee and to the
 Company. If the instrument of acceptance by a successor Trustee required by Section
 609 shall not have been delivered to the Trustee within 60 days after the
 giving of such notice of removal, the Trustee being removed may petition, at
 the expense of the Company, any court of competent jurisdiction for the
 appointment of a successor Trustee with respect to the Securities of such
 series. 

 
	
  

 	
  

 
	
  

 	
           (c)
 If at any time: 

 


50








	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (2)
 the Trustee shall cease to be eligible under Section 607 and shall fail to
 resign after written request therefor by the Company or any Holder 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 a Board Resolution, may remove the Trustee with
respect to all Securities, or (ii) subject to TIA Section 315(e), any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees. 


	
  

 	
  

 
	
  

 	
  

 
	
  

 	
           (d)
 If the Trustee shall resign, be removed or become incapable of acting, or if
 a vacancy shall occur in the office of Trustee for any cause, with respect to
 the Securities of one or more series, the Company, by a Board Resolution,
 shall promptly appoint a successor Trustee or Trustees with respect to the
 Securities of that or those series (it being understood that any such
 successor Trustee may be appointed with respect to the Securities of one or
 more or all of such series and that at any time there shall be only one
 Trustee with respect to the Securities of any particular series). 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 and accepted appointment in the manner hereinafter
 provided, any Holder who has been a bona fide Holder of a Security of such
 series for at least six months may, on behalf of himself and all others
 similarly situated, petition any court of competent jurisdiction for the
 appointment of a successor Trustee with respect to the Securities of such
 series. 

 
	
  

 	
  

 
	
  

 	
           (e)
 The Company shall give written 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 to the
 Holders of Securities of such series in the manner provided for 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. 

 


51





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


	
  

 	
  

 
	
  

 	
           (a)
 In case of the appointment hereunder of a successor Trustee with respect to
 the Securities of one or more (but not all) series, the Company, the retiring
 Trustee and each successor Trustee with respect to the Securities of one or
 more series shall execute and deliver an indenture supplemental hereto
 wherein each successor Trustee shall accept such appointment and which (1)
 shall contain such provisions as shall be necessary or desirable to transfer
 and confirm to, and to vest in, each successor Trustee all the rights,
 powers, trusts and duties of the retiring Trustee with respect to the
 Securities of that or those series to which the appointment of such successor
 Trustee relates, (2) if the retiring Trustee is not retiring with respect to
 all Securities, shall contain such provisions as shall be deemed necessary or
 desirable to confirm that all the rights, powers, trusts and duties of the
 retiring Trustee with respect to the Securities of that or those series as to
 which the retiring Trustee is not retiring shall continue to be vested in the
 retiring Trustee, and (3) shall add to or change any of the provisions of
 this Indenture as shall be necessary to provide for or facilitate the
 administration of the trusts hereunder by more than one Trustee, it being
 understood that nothing herein or in such supplemental indenture shall
 constitute such Trustees co-trustees of the same trust and that each such
 Trustee shall be trustee of a trust or trusts hereunder separate and apart
 from any trust or trusts hereunder administered by any other such Trustee;
 and upon the execution and delivery of such supplemental indenture the
 resignation or removal of the retiring Trustee shall become effective to the
 extent provided therein and each such successor Trustee, without any further
 act, deed or conveyance, shall become vested with all the rights, powers,
 trusts and duties of the retiring Trustee with respect to the Securities of
 that or those series to which the appointment of such successor Trustee
 relates; but, on request of the Company or any successor Trustee, such
 retiring Trustee shall, upon payment of its charges hereunder, duly assign,
 transfer and deliver to such successor Trustee all property and money held by
 such retiring Trustee hereunder with respect to the Securities of that or
 those series to which the appointment of such successor Trustee relates,
 subject nevertheless to its claim and lien provided for in Section 606.
 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 definitions of those terms in Section 101 which
 contemplate such situation. 

 


52









	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (c)
 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. The Trustee shall have no liability or responsibility for the action
 or inaction of any successor Trustee. 

 



                    SECTION
610. Merger, Conversion, Consolidation or Succession to Business. Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all 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 shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.
In case any of the Securities shall not have been authenticated by such
predecessor Trustee, any successor Trustee may authenticate and deliver such
Securities either in the name of any predecessor hereunder or in the name of
the successor Trustee. In all such cases such certificates shall have the full
force and effect which this Indenture provides for the certificate of
authentication of the Trustee; provided, however, that the right to adopt the
certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.  


                    SECTION
611. Appointment of Authenticating Agent. At any time when any of the
Securities remain Outstanding, the Trustee may appoint an Authenticating Agent
or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series and the Trustee shall 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 provided for in Section 106. 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, and a copy of such 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 shall at all times be a corporation organized and
doing business under the laws of the United States of America, any state
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by U.S. 


53





federal or
state authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect specified in this Section. 


                    Any
corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be
a party, or any corporation succeeding to all or substantially all 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
any further act on the part of the Trustee or the Authenticating Agent. 


                    An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall 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 provided for 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. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section. The Trustee shall have no
liability or responsibility for the action or inaction of any Authenticating
Agent (that is not the Trustee). 


                    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 the Trustee’s certificate of authentication, an alternate certificate of
authentication in the following form: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Dated:

 	

  


 	
  

 
	
  

 	
  

 	

 


 	
  

 



                    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 

 


54









	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
           as
 Authenticating Agent

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
           Authorized
 Signatory

 


ARTICLE SEVEN


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
COMPANY


                    SECTION
701. Disclosure of Names and Addresses of Holders. Every Holder of
Securities, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company, or the Trustee or any agent of either of them
shall be held accountable by reason of the disclosure of any such information
as to the names and addresses of the Holders in accordance with TIA Section
312, regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under TIA Section 312(b). 


                    SECTION
702. Reports by Trustee. Within 60 days after May 15 of each year
commencing with the first May 15 after the first issuance of Securities
pursuant to this Indenture, the Trustee shall transmit to the Holders of
Securities, in the manner and to the extent provided in TIA Section 313(c), a
brief report dated as of such May 15 if required by TIA Section 313(a). The
Company will promptly notify the Trustee in writing when any series of
Securities are listed on any stock exchange and of any delisting thereof. 


                    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 and with the Company. 


                    SECTION
703. Reports by Company. The Company shall: 


	
  

 	
  

 
	
  

 	
           (1)
 Unless available on EDGAR, file with the Trustee, within 15 days after the
 Company, as the case may be, has filed the same with the Commission, copies
 of the annual reports and of the information, documents and other reports (or
 copies of such portions of any of the foregoing as the Commission may from
 time to time by rules and regulations prescribe) which the Company may be
 required to file with the Commission pursuant to Section 13 or Section 15(d)
 of the Exchange Act; or, if the Company is no longer required to file
 information, documents or reports pursuant to either of such Sections, then
 it shall file with the Trustee and the Commission, in accordance with rules
 and regulations prescribed from time to time by the Commission, such of the
 supplementary and periodic information, documents and reports which may be
 required pursuant to Section 13 of the Exchange Act in respect of a security
 listed and registered on a national securities exchange as may be prescribed
 from time to time in such rules and regulations; 

 


55









	
  

 	
  

 
	
  

 	
           (2)
 file with the Trustee and the Commission, in accordance with rules and
 regulations prescribed from time to time by the Commission, such additional
 information, documents and reports with respect to compliance by the Company
 with the conditions and covenants of this Indenture as may be required from
 time to time by such rules and regulations; and 

 
	
  

 	
  

 
	
  

 	
           (3)
 transmit to all Holders, in the manner and to the extent provided in TIA
 Section 313(c), within 30 days after the filing thereof with the Trustee,
 such summaries of any information, documents and reports required to be filed
 by the Company pursuant to paragraphs (1) and (2) of this Section as may be
 required by rules and regulations prescribed from time to time by the Commission.
 

 



                    Delivery
of such reports, information and documents to the Trustee, which if pursuant to
an EDGAR filing, the Trustee is not required to confirm, is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of the filing of such a report, its timeliness or any
information contained therein or determinable from information contained
therein, including compliance by the Company with any of its covenants
hereunder (as to which the Trustee is entitled to conclusively rely exclusively
on Officers’ Certificates). 


ARTICLE EIGHT


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE


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


	
  

 	
  

 
	
  

 	
           (1)
 The successor or transferee Person, if other than the Company formed by such
 consolidation or into which the Company is merged or to which the Company’s
 properties and assets are conveyed, transferred or leased as an entirety or
 substantially as an entirety is a corporation organized and existing under
 the laws of the United States, any state or territory thereof or the District
 of Columbia and expressly assumes by an indenture supplemental hereto,
 executed and delivered to the Trustee, in form reasonably satisfactory to the
 Trustee, the due and punctual payment of the principal of (and premium, if
 any) and interest on each series of Outstanding Securities and the
 performance of every covenant of this Indenture on the part of the Company to
 be performed or observed by the Company; 

 
	
  

 	
  

 
	
  

 	
           (2)
 immediately after giving effect to such transaction, no Event of Default and
 no event which, after notice or lapse of time or both, would become an Event
 of Default shall have occurred and be continuing; and 

 
	
  

 	
  

 
	
  

 	
           (3)
 the Company has delivered to the Trustee an Officers’ Certificate and an
 Opinion of Counsel, each stating that such consolidation, merger, conveyance,
 transfer or lease as an entirety or substantially as an entirety and, if a
 supplemental indenture is required in connection with such transaction, such supplemental
 indenture complies with

 


56








	
  

 	
  

 
	
  

 	
 this Article and that all conditions precedent herein
 provided for relating to such transaction have been complied with. 

 




                    SECTION
802. Successor Person Substituted. Upon any consolidation by the Company
with or merger by the Company with or into any other corporation or any
conveyance, transfer or lease of the properties and assets of the Company as an
entirety or substantially as an entirety to any Person in accordance with
Section 801, the successor Person formed by such consolidation or into which
the Company is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and
power of, and be subject to every obligation of, the Company under this
Indenture with the same effect as if such successor Person had been named as
the Company herein, and in the event of any such conveyance or transfer, the
Company (which terms shall for this purpose mean the Person named as the “Company”
in the first paragraph of this Indenture or any previous successor Person which
had become such in the manner described in Section 801), except in the case of
a lease, shall be discharged of all obligations and covenants under this
Indenture and the Securities and may be dissolved and liquidated. For purposes
of the foregoing, entirety or substantially as an entirety means any
conveyance, transfer, lease or sale of property or assets representing more
than 75% of the Company’s total assets or revenues, determined on a
consolidated basis as of the date of the last audit after giving pro forma
effect to the conveyance, transfer, lease or sale. 


ARTICLE NINE


SUPPLEMENTAL INDENTURES


                    SECTION
901. Supplemental Indentures Without Consent of Holders. Without the
consent of any Holders, the Company when authorized by or pursuant to a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes: 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (2)
 to add to the covenants of the Company for the benefit of the Holders of all
 or any series of Securities (and if such covenants are to be for the benefit
 of less than all series of Securities, stating that such covenants are being
 included solely for the benefit of such series) or to surrender any right or
 power herein conferred upon the Company; or 

 
	
  

 	
  

 
	
  

 	
           (3)
 to add any additional Events of Default for the benefit of the Holders of all
 or any series of Securities (and if such Events of Default are to be for the
 benefit of less than all series of Securities, stating that such Events of
 Default are being included solely for the benefit of such series); or 

 
	
  

 	
  

 
	
  

 	
           (4)
 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 

 


57









	
  

 	
  

 
	
  

 	
 Outstanding
 of any series created prior to the execution of such supplemental indenture
 which is entitled to the benefit of any such provision; or 

 
	
  

 	
  

 
	
  

 	
           (5)
 to secure the Securities pursuant to the requirements of Section 1006 or
 otherwise; or 

 
	
  

 	
  

 
	
  

 	
           (6)
 to establish the form or terms of Securities of any series 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 

 
	
  

 	
  

 
	
  

 	
           (7)
 to evidence and provide for the acceptance of appointment hereunder by a
 successor Trustee with respect to the Securities of one or more series and to
 add to or change any of the provisions of this Indenture as shall be
 necessary to provide for or facilitate the administration of the trusts
 hereunder by more than one Trustee, pursuant to the requirements of Section
 609(b); or 

 
	
  

 	
  

 
	
  

 	
           (8)
 to cure any ambiguity, to correct or supplement any provision herein which
 may be inconsistent with any other provision herein, or to make any other
 provisions with respect to matters or questions arising under this Indenture,
 provided such action shall not adversely affect the interests of the Holders
 of Securities of any series in any material respect; or 

 
	
  

 	
  

 
	
  

 	
           (9)
 to supplement any of the provisions of this Indenture to such extent as shall
 be necessary to permit or facilitate the defeasance and discharge of any
 series of Securities pursuant to Sections 401, 1402 and 1403; provided that
 any such action shall not adversely affect the interests of the Holders of
 Securities of such series 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 a majority in principal amount of all Outstanding Securities
affected by such supplemental indenture, by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by or pursuant to a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture which affect
such Securities or of modifying in any manner the rights of the Holders of such
Securities under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,  


	
  

 	
  

 
	
  

 	
           (1)
 change the Stated Maturity of the principal of (or premium, if any) or any
 installment of principal of or interest on any Security of such series; or
 the terms of any sinking fund with respect to any Security; or reduce the
 principal amount thereof (or premium, if any) or the rate of interest (or
 manner of calculating the rate of interest), if any, thereon, or any premium
 payable upon the redemption thereof, or repayment thereof at the option of
 the Holder, or the date(s) or period(s) for any redemption or repayment
 thereof, or change any obligation of the Company to pay Additional Amounts
 contemplated by Section 1009 (except as contemplated by Section 801(1) and
 permitted

 


58









	
  

 	
  

 
	
  

 	
 by Section
 901(1)), or reduce the amount of the principal of an Original Issue Discount
 Security of such series that would be due and payable upon an 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 any Holder of any
 Security of such series, or change any Place of Payment where, or the Currency
 in which, any Security of such series or any premium or interest thereon is
 payable; or impair the right to institute suit for the enforcement of any
 such payment on or after the Stated Maturity thereof (or, in the case of
 redemption or repayment at the option of the Holder, on or after the
 Redemption Date or Repayment Date, as the case may be), 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, adversely affect any right to
 convert or exchange any Security as may be provided pursuant to Section 301
 herein, or 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (3)
 modify any of the provisions of this Section or Section 513, except to
 increase any such percentage or to provide that certain other provisions of
 this Indenture which affect such series cannot be modified or waived without
 the consent of the Holder of each Outstanding Security of affected thereby. 

 



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


                    In
accordance with the terms of this Indenture, the Company may create series of
Securities under this Indenture which provide the Holders of such Securities
with consent rights with respect to the addition, change or elimination of
provisions of this Indenture which affect such Securities or the modification
in any manner of the rights of the Holders of such Securities under this Indenture,
in each case, in addition to such rights as set forth in this Section 902. 


                    SECTION
903. Execution of Supplemental Indentures. In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article
or the modifications thereby of the trusts created by this Indenture, the
Trustee shall receive, and shall be fully protected in conclusively 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; 


59





and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby. 


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


                    SECTION
906. Reference in Securities to Supplemental Indentures. Securities of
any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for
in such supplemental indenture. If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee, the Company to any such supplemental indenture may be prepared and
executed by the Company, and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series. 


                    SECTION
907. Notice of Supplemental Indentures. Promptly after the execution by
the Company and the Trustee of any supplemental indenture pursuant to the
provisions of Section 902, the Company shall give written notice thereof to the
Holders of each Outstanding Security affected, in the manner provided for in
Section 106, setting forth in general terms the substance of such supplemental
indenture. 


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 that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture. Principal of, and premium, if any,
on the Securities shall be considered paid on the date it is due if the Trustee
holds by 11:00 a.m. New York City time on that date Currency designated for and
sufficient to pay all principal and premium, if any, then due. 


                    SECTION
1002. Maintenance of Office or Agency. If Securities of a series are
issuable only as Registered Securities, the Company shall maintain in each
Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange, where Securities of that series that are convertible or exchangeable
may be surrendered for conversion or exchange, as applicable, and where notices
and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served. The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of each such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive such respective presentations,
surrenders, notices and demands. Unless otherwise specified with 


60





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 Trustee in the Borough of Manhattan,
The City of New York, and initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands. 


                    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 of such purposes, and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency. Unless otherwise specified with
respect to any Securities pursuant to Section 301 with respect to a series of
Securities, subject to the immediately preceding paragraph, 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
such city and as its agent to receive all such presentations, surrenders,
notices and demands. 


                    Unless
otherwise specified with respect to any Securities pursuant to Section 301, if
and so long as the Securities of any series (i) are denominated in a Foreign
Currency or (ii) may be payable in a Foreign Currency, or so long as it is
required under any other provision of the Indenture, then the Company will
maintain with respect to each such series of Securities, or as so required, at
least one Exchange Rate Agent. The Trustee shall have no liability or
responsibility for the action or inaction of any Paying Agent or Exchange Rate
Agent (provided neither is the Trustee). 


                    SECTION
1003. Money for Securities Payments to Be Held in Trust. If the Company
shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of or any
premium and 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 in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
sufficient to pay the principal and any premium and interest on Securities of
such series so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee
in writing of its action or failure so to act. 


                    Whenever
there shall be one or more Paying Agents other than the Company for any series
of Securities, it will, prior to each due date of the principal of or any
premium and interest on any Securities, deposit with a Paying Agent a sum (in
the Currency described in the preceding paragraph) sufficient to pay such
amount so becoming due, such sum to be held as provided by the Trust Indenture
Act, and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act. 


61





                    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 (i) comply with the provisions of the
Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
Securities) in the making of any payment in respect of the Securities, and upon
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the Securities. 


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


                    Except
as provided in the Securities of any series, and subject to any applicable
abandoned property laws, any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal
of or any premium or interest on any Security of any series, and remaining
unclaimed for two years after such principal, premium and interest has become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, shall
at the expense of the Company cause to be published once, in an Authorized
Newspaper in each Place of Payment, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.  


                    SECTION
1004. Statement by Officers as to Default. The Company will deliver to
the Trustee, within 120 days after the end of each fiscal year of the Company
ending after the date hereof, an Officers’ Certificate, one of the signers of
which shall be the principal executive officer, principal financial officer or
principal accounting officer of the Company stating whether or not to the best
knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge. 


	
  

 	
  

 
	
  

 	
           (a)
 The Company shall, so long as any Securities of any series are Outstanding,
 deliver to the Trustee, forthwith, but in no event later than 30 Business
 Days, upon any Officer becoming aware of any event which after notice or
 lapse of time would become a Default or Event of Default under clause (5) of
 Section 501, a notice specifying such Default or Event of Default and what
 action the Company is taking or proposes to take with respect thereto. 

 


62





                    SECTION
1005. Existence. Subject to Article Eight, the Company will do or cause
to be done all things necessary to preserve and keep in full force and effect
its existence, rights (charter and statutory) and franchises; provided,
however, that the Company shall not 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 the business of the Company
and that the loss thereof is not disadvantageous in any material respect to the
Holders. 


                    SECTION
1006. Restrictions on Liens. The Company agrees that it will not, and
will not cause or permit any of its Subsidiaries to, create, assume, incur or
guarantee any Indebtedness for borrowed money secured by a Lien on any Voting
Stock or profit participating equity interests of any Designated Subsidiary, without
providing that the Securities then Outstanding (together with, if the Company
shall so determine, any other Indebtedness for borrowed money of, or guarantee
of any Indebtedness for borrowed money by, the Company ranking equally with the
Securities) will be secured equally and ratably with or prior to all other
Indebtedness secured by such Lien on the Voting Stock or profit participating
equity interests of such Designated Subsidiary. 


                    SECTION
1007. Further Instruments and Acts. Upon request of the Trustee or as
otherwise necessary, the Company will execute and deliver such further
instruments and do such further acts or as otherwise necessary may be
reasonably necessary or proper to carry out more effectively the purposes of
this Indenture. 


                    SECTION
1008. Calculation of Original Issue Discount. 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. 


                    SECTION
1009. Additional Amounts. If any Securities of a series provide for the
payment of additional amounts to any Holder who is not a 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
such Additional Amounts as may be specified as contemplated by Section 301.
Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of, any Security
of any series (or any payments pursuant to the Guarantee thereof) such mention
shall be deemed to include mention of the payment of Additional Amounts
provided for in this Section to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof pursuant to the
provisions of this Section and express mention of the payment of Additional
Amounts in any provisions hereof shall not be construed as excluding Additional
Amounts in those provisions hereof where such express mention is not made. 


                    SECTION
1010. Waiver of Certain Covenants. The Company may, with respect to any
series of Securities, omit in any particular instance to comply with any term,
provision or condition which affects such series set forth in Section 1006, or,
as specified pursuant to Section 301(17) for Securities of such series, in any
covenants of the Company added to Article Ten pursuant to Section 301(17) in
connection with Securities of such series, if the Holders of a majority in
principal amount of all Outstanding Securities of such series affected by such
term, provision or condition, by Act of such Holders, waive such compliance in
such instance with 


63





such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee to Holders of Securities of such series in respect of any
such term, provision or condition shall remain in full force and effect. 


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
the terms of such Securities and (except as otherwise specified as contemplated
by Section 301 for Securities of any series) in accordance with this Article. 


                    SECTION
1102. Election to Redeem; Notice to Trustee. The election of the Company
to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution. In case of any redemption at the election of the Company, the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee in writing of such Redemption Date and of the principal amount of
Securities of such series to be redeemed and, in the case of a partial
redemption, 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 prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers’ Certificate evidencing compliance with such
restriction. 


                    SECTION
1103. Selection by Trustee of Securities to Be Redeemed. If less than
all the Securities of any series with the same terms are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 45 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series with the same terms not previously called for redemption, by such
method as the Trustee shall deem appropriate, subject to applicable law, and
which may provide for the selection for redemption of portions of the principal
of Securities of such 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 established pursuant to Section 301. 


                    The
Trustee, acting through the Depositary, shall promptly notify the Company in
writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to be
redeemed. 


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


64






                    SECTION
1104. Notice of Redemption. Except as otherwise specified as
contemplated by Section 301 for Securities of any series, notice of redemption
shall be given in the manner provided for in Section 106 not less than 30 nor
more than 60 days prior to the Redemption Date, to each Holder of Securities to
be redeemed. 


                    Except
as otherwise specified as contemplated by Section 301 for Securities of any
series, all notices of redemption shall state: 


	
  

 	
  

 
	
  

 	
           (1)
 the Redemption Date, 

 
	
  

 	
  

 
	
  

 	
           (2)
 the Redemption Price (if known) or the formula pursuant to which the
 Redemption Price is to be determined if the Redemption Price cannot be
 determined at the time the notice is given, together with the amount of
 accrued interest, if any, to the Redemption Date, 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (4)
 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 charge, a new
 Security or Securities of the same series of like tenor of authorized
 denominations for the principal amount thereof remaining unredeemed, 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (6)
 the Place or Places of Payment where such Securities maturing on or 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)
 the CUSIP, ISIN or other similar numbers, if any, assigned to such
 Securities; provided, however, that such notice may state that no
 representation is made as to the correctness of CUSIP, ISIN or other similar
 numbers, in which case none of the Company, the Trustee or any agent of the
 Company or the Trustee shall have any liability in respect of the use of any
 CUSIP, ISIN or other similar number or numbers on such notices, and the
 redemption of such Securities shall not be affected by any defect in or
 omission of such numbers, 

 
	
  

 	
  

 
	
  

 	
           (9)
 the Euroclear or the Clearstream reference numbers of such Security, if any,
 and 

 
	
  

 	
  

 
	
  

 	
           (10)
 such other matters as the Company shall deem desirable or appropriate. 

 


65





                    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 written request, by the Trustee in
the name and at the expense of the Company; provided in the latter case the
Trustee will be given at least 5 Business Days prior notice of the day on which
the Company wishes the Trustee to give notice. 


                    SECTION
1105. Deposit of Redemption Price. On or prior to 11:00 a.m. (New York
City time) on any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
which it may not do in the case of a sinking fund payment under Article Twelve,
segregate and hold in trust as provided in Section 1003) an amount of money in
the Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
sufficient to pay on the Redemption Date the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest, if
any, on, all the Securities or portions thereof which are to be redeemed on
that date. 


                    SECTION
1106. Securities Payable on Redemption Date. Notice of redemption having
been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series and except, if applicable, as provided in Sections 312(b), 312(d)
and 312(e)) (together with accrued interest, if any, to the Redemption Date),
and from and after such date (unless the Company shall default in the payment
of the Redemption Price and accrued interest, if any) such Securities shall, if
the same were interest-bearing, cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided, however, that installments
of interest 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 Regular Record Dates according to their terms and the provisions
of Section 307. 


                    If
any Security called for redemption shall not be so paid upon surrender thereof
for redemption, the principal (and premium, if any) shall, until paid, bear
interest from the Redemption Date at the rate of interest or Yield to Maturity
(in the case of Original Issue Discount Securities) set forth in or
contemplated by such Security. 


                    SECTION
1107. Securities Redeemed in Part. Any Security which is to be redeemed
only in part (pursuant to the provisions of this Article or of Article Twelve)
shall be surrendered at a Place of Payment therefor (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or 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 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.



66





                    SECTION
1108. Optional Redemption Due to Changes in Tax Treatment. Each series
of Securities may be redeemed at the option of the Company (or their
successors) in whole but not in part at any time (except in the case of Securities
that have a variable rate of interest, which may be redeemed on any Interest
Payment Date) at a Redemption Price equal to the principal amount thereof plus
accrued interest to the date fixed for redemption (except in the case of
Outstanding Original Issue Discount Securities which may be redeemed at the
Redemption Price specified by the terms of such series of Securities) if (i)
the Company is or would be required to pay Additional Amounts as a result of
any change in or amendment to the laws or any regulations or rulings
promulgated thereunder of the United States (or in the case of a successor
Person to the Company, of the jurisdiction in which such successor Person is
organized or any political subdivision or taxing authority thereof or therein)
or (ii) any change in the official application or interpretation of such laws,
regulations or rulings, or any change in the official application or
interpretation of, or any execution of or amendment to, any treaty or treaties
affecting taxation to which the United States (or such other jurisdiction or
political subdivision or taxing authority) is a party, which change, execution
or amendment becomes effective on or after the date of issuance of such series
pursuant to Section 301(22) (or in the case of a successor Person to the
Company, the date on which such successor Person became such). Prior to the
giving of notice of redemption of such Securities pursuant to this Indenture,
the Company will deliver to the Trustee an Officers’ Certificate, stating that
the Company is entitled to effect such redemption and setting forth in
reasonable detail a statement of circumstances showing that the conditions
precedent to the right of the Company to redeem such Securities pursuant to
this Section have been satisfied. 


ARTICLE TWELVE


SINKING FUNDS


                    SECTION
1201. Applicability of Article. Retirements of Securities of any series
pursuant to any sinking fund shall be made in accordance with the terms of such
Securities and (except as otherwise specified as contemplated by Section 301
for Securities of any series) in accordance with this Article. 


                    The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment.” If provided for by the terms of Securities of any series, the
cash amount of any 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, in lieu of making all or any part of any mandatory sinking fund
payment with respect to any Securities of a series in cash, the Company may at
its option (1) deliver to the Trustee Outstanding Securities of a series (other
than any previously called for redemption) theretofore purchased or otherwise
acquired by the Company, and/or (2) receive credit for the principal amount of
Securities of such series which have been previously delivered to the Trustee
by the Company or for Securities of such series which have been redeemed either
at the election 


67





of the Company
pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any mandatory
sinking fund payment with respect to the Securities of the same series required
to be made pursuant to the terms of such Securities as provided for by the
terms of such series; provided, however, that such Securities have not been
previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly. 


                    SECTION
1203. Redemption of Securities for Sinking Fund. Not less than 60 days
prior to each sinking fund payment date for any series of Securities, the
Company will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing 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 or crediting Securities of that series pursuant to
Section 1202 (which Securities will, if not previously delivered, accompany
such certificate) and whether the Company intends to exercise its right to make
a permitted optional sinking fund payment with respect to such series. Such
certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate, the sinking fund payment
due on the next succeeding sinking fund payment date for that series shall be
paid entirely in cash and shall be sufficient to redeem the principal amount of
such Securities subject to a mandatory sinking fund payment without the option
to deliver or credit Securities as provided in Section 1202 and without the
right to make any optional sinking fund payment, if any, with respect to such
series. 


                    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
Section 1106 and 1107. 


                    Prior
to any sinking fund payment date, the Company shall pay to the Trustee or a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) in cash a sum equal to the
principal (and premium, if any) and any interest that will accrue to the date
fixed for redemption of Securities or portions thereof to be redeemed on such
sinking fund payment date pursuant to this Section 1203. 


                    Notwithstanding
the foregoing, with respect to a sinking fund for any series of Securities, if
at any time the amount of cash to be paid into such sinking fund on the next
succeeding sinking fund payment date, together with any unused balance of any
preceding sinking fund payment or payments for such series, does not exceed in
the aggregate $100,000, the Trustee, unless requested by the Company, shall not
give the next succeeding notice of the 


68







redemption of
Securities of such series through the operation of the sinking fund. Any such
unused balance of moneys deposited in such sinking fund shall be added to the
sinking fund payment for such series to be made in cash on the next succeeding
sinking fund payment date or, at the request of the Company, shall be applied
at any time or from time to time to the purchase of Securities of such series,
by public or private purchase, in the open market or otherwise, at a purchase
price for such Securities (excluding accrued interest and brokerage
commissions, for which the Trustee or any Paying Agent will be reimbursed by
the Company) not in excess of the principal amount thereof. 


ARTICLE THIRTEEN


REPAYMENT AT OPTION OF HOLDERS


                    SECTION
1301. 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
as contemplated by Section 301 for Securities of any series) in accordance with
this Article. 


                    SECTION
1302. Repayment of Securities. Securities of any series subject to
repayment in whole or in part at the option of the Holders thereof will, unless
otherwise provided in the terms of such Securities, be repaid at the Repayment
Price thereof, together with interest, if any, thereon accrued to the Repayment
Date specified in or pursuant to the terms of such Securities. The Company
covenants that on or before the Repayment Date it will deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money in
the Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
sufficient to pay the Repayment Price of, and (except if the Repayment Date
shall be an Interest Payment Date) accrued interest, if any, on, all the
Securities or portions thereof, as the case may be, to be repaid on such date. 


                    SECTION
1303. Exercise of Option. Securities of any series subject to repayment
at the option of the Holders thereof will contain an “Option to Elect
Repayment” form on the reverse of such Securities. To be repaid at the option
of the Holder, except as otherwise specified as contemplated by Section 301 for
Securities of such series, 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 


69





authorized
denomination of Securities of the series of which such Security to be repaid is
a part. Except as otherwise may be provided by the terms of any Security
providing for repayment at the option of the Holder thereof, exercise of the
repayment option by the Holder shall be irrevocable unless waived by the
Company. 


                    SECTION
1304. When Securities Presented for Repayment Become Due and Payable. If
Securities of any series providing for repayment at the option of the Holders
thereof shall have been surrendered as provided in this Article and as provided
by or pursuant to the terms of such Securities, such Securities or the portions
thereof, as the case may be, to be repaid shall become due and payable and
shall be paid by the Company on the Repayment Date therein specified, and on
and after such Repayment Date (unless the Company shall default in the payment
of such Securities on such Repayment Date) such Securities shall, if the same
were interest-bearing, cease to bear interest. Upon surrender of any such
Security for repayment in accordance with such provisions, 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, 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 to the
Holders of such Securities, or one or more Predecessor Securities, registered
as such at the close of business on the relevant Regular Record Dates according
to their terms and the provisions of Section 307. 


                    If
the principal amount of any Security surrendered for repayment shall not be so
repaid upon surrender thereof, such principal amount (together with interest,
if any, thereon accrued to such Repayment Date) shall, until paid, bear
interest from the Repayment Date at the rate of interest or Yield to Maturity
(in the case of Original Issue Discount Securities) set forth in or
contemplated by such Security. 


                    SECTION
1305. Securities Repaid in Part. Upon surrender of any 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 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. 


ARTICLE FOURTEEN


DEFEASANCE AND COVENANT DEFEASANCE


                    SECTION
1401. Company’s Option to Effect Defeasance or Covenant Defeasance.
Except as otherwise specified as contemplated by Section 301 for Securities of
any series, the provisions of this Article Fourteen shall apply to each series
of Securities, and the Company may, at its option, effect defeasance of the
Securities of or within a series under Section 1402, or covenant defeasance of
or within a series under Section 1403 in accordance with the terms of such
Securities and in accordance with this Article. 


                    SECTION
1402. Defeasance and Discharge. Upon the Company’s exercise of its
option to defease any Securities of or within a series, the Company shall be
deemed to have been discharged from its obligations with respect to such Outstanding
Securities on the date the 


70





conditions set
forth in Section 1404 are satisfied (hereinafter, “defeasance”). For this
purpose, such defeasance means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by such Outstanding
Securities, which shall thereafter be deemed to be “Outstanding” only for the
purposes of Section 1405 and the other Sections of this Indenture referred to
in (A) and (B) below, and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities 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 to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in respect
of the principal of (and premium, if any) and interest, if any, on such
Securities when such payments are due, (B) the Company’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 1009 and such obligations as shall be ancillary
thereto, (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder including, without limitation, Section 606 and the penultimate
paragraph of Section 1405 and (D) this Article Fourteen. Subject to compliance
with this Article Fourteen, the Company may exercise its option under this
Section 1402 notwithstanding the prior exercise of its option under Section
1403 with respect to such Securities. 


                    SECTION
1403. Covenant Defeasance. Upon the Company’s exercise of its option to
defease the covenants that apply to Securities of or within a series, the
Company shall be released from its obligations under Sections 801 and 802 and
Section 1006, and, if specified pursuant to Section 301, its obligations under
any other covenant, with respect to such Outstanding Securities on and after
the date the conditions set forth in Section 1404 are satisfied (hereinafter,
“covenant defeasance”), and such Securities 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 covenants, 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, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 501, as the case may be, but, except as specified
above, the remainder of this Indenture and such Securities shall be unaffected
thereby. 


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


	
  

 	
  

 
	
  

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

 


71









	
  

 	
  

 
	
  

 	
 Maturity),
or (B) Government Obligations applicable to such Securities (determined on
the basis of the Currency in which such Securities are then specified as
payable at Stated Maturity) which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide,
not later than one day before the due date of any payment of principal of and
premium, if any, and interest, if any, under such Securities, money 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, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to
pay and discharge, (i) the principal of (and premium, if any) and interest,
if any, on such Outstanding Securities on the Stated Maturity (or Redemption
Date, if applicable) of such principal (and premium, if any) or installment
of interest, if any, and (ii) any mandatory sinking fund payments or analogous
payments applicable to such Outstanding Securities on the day on which such
payments are due and payable in accordance with the terms of this Indenture
and of such Securities; provided that the Trustee shall have been irrevocably
instructed to apply such money or the proceeds of such Government Obligations
to said payments with respect to such Securities. Before such a deposit, the
Company may give to the Trustee, in accordance with Section 1102, 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, which notice shall be irrevocable. Such irrevocable
redemption notice, if given, shall be given effect in applying the foregoing.

 
	
  

 	
  

 
	
  

 	
           (2)
 No Default or Event of Default with respect to such Securities shall have
 occurred and be continuing on the date of such deposit or, insofar as
 paragraphs (5) and (6) of Section 501 are concerned, at any time during the
 period ending on the 91st day after the date of such deposit (it being
 understood that this condition shall not be deemed satisfied until the
 expiration of such period). 

 
	
  

 	
  

 
	
  

 	
           (3)
 Such defeasance or covenant defeasance shall not result in a breach or
 violation of, or constitute a default under, any material agreement or
 instrument (other than this Indenture) to which the Company or any of its
 Subsidiaries is a party or by which the Company or any of its Subsidiaries is
 bound. 

 
	
  

 	
  

 
	
  

 	
           (4)
 In the case of an election under Section 1402, 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 will not recognize income, gain or
 loss for federal income tax purposes as a result of the deposit and such
 defeasance and will be subject to U.S. federal income tax on the same
 amounts, in the same manner and at the same times as would have been the case
 if the deposit and such defeasance had not occurred. 

 
	
  

 	
  

 
	
  

 	
           (5)
 In the case of an election under Section 1403, the Company shall have
 delivered to the Trustee an Opinion of Counsel to the effect that the Holders
 of such Outstanding Securities will not recognize income, gain or loss for
 federal income tax 

 


72









	
  

 	
  

 
	
  

 	
 purposes as
 a result of such covenant defeasance and will be subject to U.S. federal
 income tax on the same amounts, in the same manner and at the same times as
 would have been the case if the deposit and such covenant defeasance had not
 occurred. 

 
	
  

 	
  

 
	
  

 	
           (6)
 Notwithstanding any other provisions of this Section, such defeasance or
 covenant defeasance shall be effected in compliance with any additional or
 substitute terms, conditions or limitations in connection therewith pursuant
 to Section 301. 

 
	
  

 	
  

 
	
  

 	
           (7)
 The Company shall have delivered to the Trustee an Officers’ Certificate and
 an Opinion of Counsel, each stating that all conditions precedent provided
 for relating to either the defeasance under Section 1402 or the covenant
 defeasance under Section 1403 (as the case may be) have been complied with. 

 



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


                    Unless
otherwise specified with respect to any Security pursuant to Section 301, if,
after a deposit referred to in Section 1404(1) has been made, (a) the Holder of
a Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 312(b) or the terms of such Security to receive
payment in a Currency other than that in which the deposit pursuant to Section
1404(1) has been made in respect of such Security, or (b) a Conversion Event
occurs as contemplated in Section 312(d) or 312(e) or by the terms of any
Security in respect of which the deposit pursuant to Section 1404(1) has been
made, the indebtedness represented by such Security shall be deemed to have
been, and will be, fully discharged and satisfied through the payment of the
principal of (and premium, if any) and interest, if any, on such Security as
they become due out of the proceeds yielded by converting (from time to time as
specified below in the case of any such election) the amount or other property
deposited in respect of such Security into the Currency in which such Security
becomes payable as a result of such election or Conversion Event based on the applicable
Market Exchange Rate for such Currency in effect on the third Business Day
prior to each payment date, except, with respect to a Conversion Event, for
such Currency in effect (as nearly as feasible) at the time of the Conversion
Event. 


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


73





Notwithstanding
anything to the contrary contained herein, the foregoing sentence shall survive
the termination of this Indenture and the earlier resignation or removal of the
Trustee. 


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


                    SECTION
1406. Reinstatement. If the Trustee or any Paying Agent is unable to
apply any money in accordance with Section 1405 with respect to any Securities
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company’s obligations under this Indenture and such Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 1402 or
1403, as the case may be, until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 1405; provided,
however, that if the Company makes any payment of principal of (or premium, if
any) or interest, if any, on any such Security following the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money held by the Trustee
or Paying Agent. 


                    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. 


74





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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 LEGG MASON,
 INC.,

 as Issuer 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
/s/ M. R. Fetting 

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: Mark R. Fetting 

 	
  

 
	
  

 	
  

 	
 Title:
   President and Chief 

 	
  

 
	
  

 	
  

 	
             Executive
 Officer 

 	
  

 


[Signature
Page to Indenture]





THE BANK OF NEW YORK MELLON

as Trustee


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Latoya S. Elvin

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:  Latoya S. Elvin

 	
  

 
	
  

 	
  

 	
 Title: Associate

 	
  

 


[Signature
Page to Indenture]





EXHIBIT A


FORMS OF CERTIFICATION


A-1





EXHIBIT A-1


FORM OF CERTIFICATE TO BE GIVEN BY 

PERSON ENTITLED 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, 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 (“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)(iv) 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 Legg Mason, Inc. or its agent that such financial institution will
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United
States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in
addition, if the owner is a United States or foreign financial institution
described in clause (iii) above (whether or not also described in clause (i) or
(ii)), this is to further certify that such financial institution has not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions. 


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


                    We
undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the above-captioned
Securities held by you for our account in accordance with your Operating
Procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date. 


A-1-1





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


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


Dated: 


[To be dated
no earlier than the 15th day

prior to (i) the Exchange Date or (ii) the

relevant Interest Payment Date occurring

prior to the Exchange Date, as applicable] 


	
  

 	
  

 	
  

 
	
  

 	
 [Name of
 Person Making Certification]

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 (Authorized
 Signatory)

 	
  

 
	
  

 	
 Name: 

 	
  

 
	
  

 	
 Title: 

 	
  

 


A-1-2





EXHIBIT A-2


FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CLEARSTREAM IN

CONNECTION WITH THE EXCHANGE OF A PORTION OF A

TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE


CERTIFICATE


[Insert title or sufficient description

of Securities to be delivered]


                    This
is to certify that based solely on written certifications that we have received
in writing, by tested telex or by electronic transmission from each of the
persons appearing in our records as persons entitled to a portion of the
principal amount set forth below (our “Member Organizations”) substantially in
the form attached hereto, as of the date hereof, [U.S.$]__________ principal
amount of the above-captioned Securities (i) is owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate 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 (“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)(iv) 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 Legg Mason, Inc. 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 


A-2-1





the
above-captioned Securities excepted in the above-referenced certificates of
Member Organizations and (ii) as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith for exchange (or, if relevant, collection of any
interest) are no longer true and cannot be relied upon as of the date hereof. 


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


Dated: 


{To be dated
no earlier than the Exchange

Date or the relevant Interest Payment

Date occurring prior to the Exchange Date,

as applicable} 


	
  

 	
  

 	
  

 
	
  

 	
 [EUROCLEAR
 BANK S.A./N.V.]

 [CLEARSTREAM]

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 By

 	
  

 


A-2-2