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Exhibit 4.4  






LodgeNet Entertainment Corporation  


 TO  


 [                        ]  


Trustee




Indenture  


Dated as of            , 2002











 
 
 

TABLE OF CONTENTS    
  



	 
	 	 
	 	Page

	ARTICLE I
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	1
	Section 101.	 	Definitions.	 	1
	Section 102.	 	Compliance Certificates and Opinions.	 	6
	Section 103.	 	Form of Documents Delivered to Trustee.	 	7
	Section 104.	 	Acts of Holders.	 	7
	Section 105.	 	Notices, Etc. to Trustee and Company.	 	8
	Section 106.	 	Notice to Holders; Waiver.	 	9
	Section 107.	 	Conflict With Trust Indenture Act.	 	9
	Section 108.	 	Effect of Headings and Table of Contents.	 	9
	Section 109.	 	Successors and Assigns.	 	9
	Section 110.	 	Separability Clause.	 	9
	Section 111.	 	Benefits of Indenture.	 	9
	Section 112.	 	Governing Law.	 	10
	Section 113.	 	Legal Holidays.	 	10
	Section 114.	 	Rules by Trustee and Agents.	 	10
	Section 115.	 	No Recourse Against Others.	 	10
	ARTICLE II
	SECURITY FORMS	 	10
	Section 201.	 	Forms Generally.	 	10
	Section 202.	 	Form of Trustee's Certificate of Authentication.	 	11
	ARTICLE III
	THE SECURITIES	 	11
	Section 301.	 	Amount Unlimited; Issuable in Series.	 	11
	Section 302.	 	Denominations.	 	14
	Section 303.	 	Execution, Authentication, Delivery and Dating.	 	15
	Section 304.	 	Temporary Securities.	 	16
	Section 305.	 	Registration, Registration of Transfer and Exchange.	 	17
	Section 306.	 	Mutilated, Destroyed, Lost and Stolen Securities.	 	18
	Section 307.	 	Payment of Interest; Interest Rights Preserved.	 	19
	Section 308.	 	Persons Deemed Owners.	 	20
	Section 309.	 	Cancellation.	 	20
	Section 310.	 	Computation of Interest.	 	21
	Section 311.	 	Global Securities; Exchanges; Registration and Registration of Transfer.	 	21
	Section 312.	 	Extension of Interest Payment.	 	22
	ARTICLE IV
	SATISFACTION AND DISCHARGE	 	22
	Section 401.	 	Satisfaction and Discharge of Indenture.	 	22
	Section 402.	 	Application of Trust Money.	 	23
	Section 403.	 	Satisfaction, Discharge and Defeasance of Securities of Any Series.	 	23



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	ARTICLE V
	REMEDIES	 	25
	Section 501.	 	Events of Default.	 	25
	Section 502.	 	Acceleration of Maturity; Rescission and Annulment.	 	26
	Section 503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee.	 	27
	Section 504.	 	Trustee May File Proofs of Claim.	 	28
	Section 505.	 	Trustee May Enforce Claims Without Possession of Securities or Coupons.	 	28
	Section 506.	 	Application of Money Collected.	 	28
	Section 507.	 	Limitation on Suits.	 	29
	Section 508.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest.	 	29
	Section 509.	 	Restoration of Rights and Remedies.	 	29
	Section 510.	 	Rights and Remedies Cumulative.	 	29
	Section 511.	 	Delay or Omission Not Waiver.	 	30
	Section 512.	 	Control by Holders.	 	30
	Section 513.	 	Waiver of Past Defaults.	 	30
	Section 514.	 	Undertaking for Costs.	 	30
	Section 515.	 	Waiver of Stay or Extension Laws.	 	30
	ARTICLE VI
	THE TRUSTEE	 	31
	Section 601.	 	Certain Duties and Responsibilities.	 	31
	Section 602.	 	Notice of Defaults.	 	31
	Section 603.	 	Certain Rights of Trustee.	 	32
	Section 604.	 	Not Responsible for Recitals or Issuance of Securities.	 	33
	Section 605.	 	May Hold Securities.	 	33
	Section 606.	 	Money Held in Trust.	 	33
	Section 607.	 	Compensation and Reimbursement.	 	33
	Section 608.	 	Disqualification; Conflicting Interests	 	33
	Section 609.	 	Corporate Trustee Required; Eligibility.	 	34
	Section 610.	 	Resignation and Removal; Appointment of Successor.	 	34
	Section 611.	 	Acceptance of Appointment by Successor.	 	35
	Section 612.	 	Merger, Conversion, Consolidation or Succession to Business.	 	36
	Section 613.	 	Preferential Collection of Claims Against Company.	 	36
	Section 614.	 	Appointment of Authenticating Agent.	 	37
	ARTICLE VII
	HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	39
	Section 701.	 	Company to Furnish Trustee Names and Addresses of Holders.	 	39
	Section 702.	 	Preservation of Information; Communications to Holders.	 	39
	Section 703.	 	Reports by Trustee.	 	40
	Section 704.	 	Reports by Company.	 	40
	ARTICLE VIII
	CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER	 	41
	Section 801.	 	Company May Consolidate, Etc.	 	41
	Section 802.	 	Successor Corporation Substituted.	 	41



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	ARTICLE IX
	SUPPLEMENTAL INDENTURES	 	42
	Section 901.	 	Supplemental Indentures Without Consent of Holders.	 	42
	Section 902.	 	Supplemental Indentures With Consent of Holders.	 	43
	Section 903.	 	Execution of Supplemental Indentures.	 	44
	Section 904.	 	Effect of Supplemental Indentures.	 	45
	Section 905.	 	Conformity With Trust Indenture Act.	 	45
	Section 906.	 	Reference in Securities to Supplemental Indentures.	 	45
	Section 907.	 	Revocation and Effect of Consents.	 	45
	Section 908.	 	Modification Without Supplemental Indenture.	 	45
	ARTICLE X
	COVENANTS	 	46
	Section 1001.	 	Payment of Principal, Premium and Interest.	 	46
	Section 1002.	 	Maintenance of Office or Agency.	 	46
	Section 1003.	 	Money for Securities Payments to Be Held in Trust.	 	47
	Section 1004.	 	Corporate Existence.	 	48
	Section 1005.	 	Defeasance of Certain Obligations.	 	48
	Section 1006.	 	Statement by Officers as to Default.	 	49
	Section 1007.	 	Waiver of Certain Covenants.	 	50
	ARTICLE XI
	REDEMPTION OF SECURITIES	 	50
	Section 1101.	 	Applicability of Article.	 	50
	Section 1102.	 	Election to Redeem; Notice to Trustee.	 	50
	Section 1103.	 	Selection by Trustee of Securities to Be Redeemed.	 	51
	Section 1104.	 	Notice of Redemption.	 	51
	Section 1105.	 	Securities Payable on Redemption Date.	 	52
	Section 1106.	 	Securities Redeemed in Part.	 	53
	ARTICLE XII
	SINKING FUNDS	 	53
	Section 1201.	 	Applicability of Article.	 	53
	Section 1202.	 	Satisfaction of Sinking Fund Payments With Securities.	 	53
	Section 1203.	 	Redemption of Securities for Sinking Fund.	 	53



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	ARTICLE XIII
	REPAYMENT OF SECURITIES AT OPTION OF HOLDERS	 	54
	Section 1301.	 	Applicability of Article.	 	54
	Section 1302.	 	Notice of Repayment Date.	 	54
	Section 1303.	 	Securities Payable on Repayment Date.	 	55
	Section 1304.	 	Securities Repaid in Part.	 	55




iv









        INDENTURE, dated as of [            ], 2002, between LODGENET ENTERTAINMENT CORPORATION, a corporation duly organized and existing under the
laws of the State
of Delaware (herein called the "Company"), having its principal office at 3900 West Innovation Street, Sioux Falls, South Dakota, and
[                        ] (herein called the "Trustee"). 


 
 

RECITALS OF THE COMPANY    
  


        The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (each herein called a "Security" or collectively the "Securities"), in
an unlimited aggregate principal amount to be issued in one or more series as in this Indenture provided. 


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


        NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


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


 
 

ARTICLE I
  
    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION    
  



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



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


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



        (3)  all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as
otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted in the United States at the date of such computation or, at the election of the Company from time to time, at the date of the execution
and delivery of this Indenture; 


        (4)  the
word "or" is not exclusive; and 


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




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


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



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


        "Authenticating Agent" means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Securities. 





 



        "Authorized Newspaper" means a newspaper of general circulation, in an official language of the country of publication or in the English
language, customarily published on a daily basis (including newspapers published on a daily basis except not published on Legal Holidays, as defined in  Section 113) in such country. Whenever
successive weekly publications in an Authorized Newspaper are required hereunder, they may be made (unless
otherwise expressly provided herein) on the same or different days of the week and in the same or different Authorized Newspapers. 


        "Authorized Officer" means the Chairman of the Board, its Vice Chairman, the President, any Senior Vice President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary or any other officer or agent of the Company duly authorized by the Board of Directors to act in respect of matters relating
to this Indenture. 


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



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


        "Business Day", when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in that Place of Payment or the city in which the Corporate Trust Office of the Trustee is located, are authorized or obligated by law to close, except as may be
otherwise specified as contemplated by Section 301. 


        "Code" means the Internal Revenue Code of 1986, as amended. 


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



        "Company" means the Person named as the "Company" in the first paragraph of this instrument 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 Authorized Officer and delivered to the Trustee. 


        "Corporate Trust Office" means the principal office of the Trustee at which at any particular time its corporate trust business shall be
administered and, with respect to [    ], shall be located in [            ]. 


        "corporation" includes corporations, associations, companies and business trusts. 


        "Defaulted Interest" has the meaning specified in Section 307. 



        "Depository" means, with respect to any series of Securities issuable or issued in the form of a Global Security, an entity named as such
in the Indenture, or, if no entity is so named, an entity, if any, named by the Company as such by Board Resolution, or its successor. The Depository is the entity which holds a Global Security, if
any, and operates the computerized book-entry system through which ownership interests in the Securities are recorded. Such entity shall at all times be a registered clearing agency under
the Securities Exchange Act of 1934, as amended, and in good standing thereunder or, in the case of an entity which holds a Global Security issued outside of the United States, such entity shall at
all times be in compliance with any applicable registration requirements and in good standing under application regulations. 



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


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        "Eligible Obligations" means: 



        (a)  with
respect to Securities denominated in Dollars, U.S. Government Obligations; or 


        (b)  with
respect to Securities denominated in a currency other than Dollars or in a composite currency, such other obligations or instruments as shall be specified with
respect to such Securities, as contemplated by Section 301(24). 




        "Event of Default" has the meaning specified in Section 501. 



        "Global Security" means a Security, if any, issued to evidence all or a part of a series of Securities in accordance with  Section 301. 


        "Holder" means the bearer of an Unregistered Security or coupon appertaining thereto or a Person in whose name a Registered Security is
registered in the Security Register or the Person who is the record owner of any ownership interests in a Global Security. 


        "Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities established as contemplated by  Section 301.



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


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


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


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



        "Officer's Certificate" means a certificate signed by an Authorized Officer and delivered to the Trustee. 


        "Opinion of Counsel" means a written opinion of counsel, who may be an employee of, or counsel for, the Company or an Affiliate of the
Company, and who shall be acceptable to the Trustee. 


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



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



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


        (b)  Securities
or portions thereof for whose payment or redemption (a) 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 or (b) Eligible
Obligations as contemplated by Sections 401 and 403 in the necessary amount have been theretofore
deposited with the Trustee, in trust, for the Holders of such Securities (whether or not the Company's 



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indebtedness in respect thereof shall be satisfied and discharged for purposes of this Indenture or otherwise), 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; and 


        (c)  Securities
that 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 have been presented to the Trustee proof satisfactory to it and the Company
that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; 




provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor (unless the Company, such Affiliate or such obligor owns (i) all Securities Outstanding under this Indenture or (ii) except for the
purposes of actions to be
taken by Holders of (A) more than one series voting as a class under Section 512 or (B) more than one series or more than one
Tranche, as the case may be, voting as a class under Section 902, all Outstanding Securities of each such series and each such Tranche, as the
case may be, determined without regard to this clause) shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. In determining whether the Holders of the requisite principal amount of Securities of any
series or Tranche have concurred in any direction, waiver or consent, the principal amount of Original Issue Discount Securities that shall be deemed to be outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof pursuant to  Section 502. In the case of any Security the principal of
which is payable from time to time without presentment or surrender, the principal
amount of such Security that shall be deemed to be Outstanding at any time for all purposes of this Indenture shall be the original principal amount thereof less the aggregate amount of principal
thereof theretofore paid. 


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


        "Periodic Offering" means an offering of Securities of a series from time to time any or all of the specific terms of which Securities,
including without limitation the rate or rates of interest, if any, thereon, the Stated Maturity or Maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined
by the Company or its agents from time to time subsequent to the initial request for the authentication and delivery of such Securities by the Trustee, all as contemplated in  Section 301 and
clause (2) of Section 303. 



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


        "Place of Payment", when used with respect to the Securities of any series, or any Tranche thereof, means the place or places where the
principal of (and premium, if any) and interest on the Securities of that series or Tranche are payable as specified as contemplated by  Section 301. 


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



        "Redemption Date", when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to  Section 301 of this Indenture.



        "Redemption Price", when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture, exclusive of accrued and unpaid interest, if any. 


        "Registered Security" means any Security issued hereunder and registered by the Security Registrar or any recorded interest in a Global
Security issued hereunder. 


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


        "Repayment Date", when used with respect to any Security of any series to be repaid or repurchased, means the date, if any, fixed for such
repayment or for such repurchase (whether at the option of the Holders or otherwise) pursuant to Section 301 of this Indenture. 



        "Repayment Price", when used with respect to any Security of any series to be repaid, means the price, if any, at which it is to be repaid
pursuant to Section 301. 


        "Responsible Officer", when used with respect to the Trustee, means any officer within the [Corporate Trust and Agency
Group] or any other successor group of the Trustee, including any vice president, assistant vice president, assistant secretary or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers. 



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


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


        "Senior Securities" means Securities other than Subordinated Securities. 



        "series" or "series of Securities" means a series of Securities issued under this
Indenture as determined by Board Resolution or as otherwise determined under this Indenture, and except as otherwise provided in Section 608. 


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


        "Stated Maturity", when used with respect to any Security or any installment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 


        "Subordinated Securities" means Securities that by the terms established pursuant to Subsection 301(10) are subordinate to any specified
debt of the Company. 


        "Subsidiary" means (1) any corporation, association or other business entity of which more than 50% of the outstanding total voting
power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries or (2) any partnership the sole general partner or the managing
general partner of which is the Company or a Subsidiary of the Company or the only general partners of which are the Company or of one or more Subsidiaries of the 


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Company (or any combination thereof). For the purposes of this definition, "voting stock" means, in the case of a corporation, stock which ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency, in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock, in the case of a partnership or limited liability company, partnership or membership interests (whether general or
limited), and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 



        "Tranche" means a group of Securities which (a) are of the same series and (b) have identical terms except as to principal
amount or date of issuance. 


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



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


        "U.S. Government Obligations" means (a) direct obligations of the United States for the payment of which its full faith and credit
is pledged, or obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States and the payment of which is unconditionally guaranteed by the United
States and (b) certificates, depositary receipts or other instruments which evidence a direct ownership interest in obligations described in clause (a) above or in any specific interest
or principal payments due in respect thereof; provided, however, that the custodian of such obligations or specific interest or principal payments shall
be a bank or trust company (which may include the Trustee or any Paying Agent) subject to Federal or State supervision or examination with a combined capital and surplus of at least $50,000,000; and  provided,
further, that except as may be otherwise required by law, such custodian shall be obligated to pay to the holders of such certificates,
depositary receipts or other instruments the full amount received by such custodian in respect of such obligations or specific payments and shall not be permitted to make any deduction therefrom. 



        "U.S. Person" means a citizen, national or resident of the United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States or any political subdivision thereof, or an estate or trust whose income from sources without the United States is includible in gross income for United
States Federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States. 


        "Unregistered Security" means any Security issued hereunder which is not a Registered Security. 



        "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". 


        "Yield to Maturity" means the yield to maturity, calculated by the Company at the time of issuance of a series of Securities or, if
applicable, at the most recent determination of interest on such series in accordance with accepted financial practice. 


        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 Officer's Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been met and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been met, except that in the 


6





 




case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished. 


        Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to  Section 704(4)) 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 met; and 


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




        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 an Opinion of Counsel. Any such 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. 


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


        Section 104.    Acts of Holders.    (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent, or of
the holding by any Person of Unregistered Securities, shall be sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. 


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


7





 




or the authority of the Person executing the same, may also be proved in any other manner acceptable to the Trustee. 


        (c)  The
amount of Unregistered Securities held by any Person executing any such instrument or writings as the Holder thereof, and the numbers of such Unregistered
Securities, and the date of his holding the same, may be proved by the production of such Unregistered Securities or by a certificate executed, as depositary, by any trust company, bank, banker or
member of a national securities exchange (wherever situated), if such certificate is in form satisfactory to the Trustee, showing that at the date therein mentioned such Person had on deposit with
such depositary, or exhibited to it, the Unregistered Securities therein described; or such facts may be proved by the certificate or affidavit of the Person executing such instrument or writing as
the Holder thereof, if such certificate or affidavit is in form satisfactory to the Trustee. The Trustee and the Company may assume that such ownership of any Unregistered Securities continues until
(1) another certificate bearing a later date issued in respect of the same Unregistered Securities is produced, or (2) such Unregistered Securities are produced by some other Person, or
(3) such Unregistered Securities are registered as to principal or are surrendered in exchange for Unregistered Securities, or (4) such Unregistered Securities are no longer Outstanding. 


        (d)  The
fact and date of execution of any such instrument or writing and the amount and number of Unregistered Securities held by the Person so executing such instrument or
writing may also be proved in any other manner which the Trustee deems sufficient; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this
Section. 


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



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


        (g)  The
Company may set a record date for purposes of determining the identity of Holders of any Securities of any series entitled to vote or consent to any action by vote
or consent authorized or permitted by Section 512 or 513. Such record date shall be the later of
30 days prior to the first solicitation of such consent or the date of the most recent list of Holders of such Securities furnished to the Trustee pursuant to  Section 701 prior to such
solicitation. 


        (h)  If
the Company shall solicit from Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, fix in
advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation
to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of
record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the 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 the
record date. 


        Section 105.    Notices, Etc. to Trustee and Company.    Except as otherwise provided herein, any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 



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



8





 

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




        Section 106.    Notice to Holders; Waiver.    Where this Indenture provides for notice of any event or reports
to Holders, such notice or report shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder of Registered
Securities affected by such event, at his address as it appears in the Security Register and to addresses filed with the Trustee or preserved on the Trustee's list pursuant to  Section 702(a) for
other Holders (and to such other addressees as may be required in the case of such notice or report under
Section 313(c) of the Trust Indenture Act), not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice or report. In any case where notice
to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other
Holders. Notice shall be sufficiently given to Holders of Unregistered Securities if published in an Authorized Newspaper in each of The City of New York and, if such Securities are listed on any
stock exchange outside of the United States, in the city in which such stock exchange is located, or in such other city or cities as may be specified in the Securities, once in each of two different
calendar weeks, the first publication to be not earlier than the earliest date, and not later than the last date, if any, prescribed for the giving of such notice. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 


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



        If
it shall be impractical in the opinion of the Trustee or the Company to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice
in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice. 


        Section 107.    Conflict With Trust Indenture Act.    If any provision hereof limits, qualifies or conflicts
with the duties imposed by operation of subsection (c) of Section 318 of the Trust Indenture Act, the imposed duties shall control. 



        Section 108.    Effect of Headings and Table of Contents.    The Article and Section headings herein and the
Table of Contents are for convenience only and shall not affect the construction hereof. 


        Section 109.    Successors and Assigns.    All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not. 


        Section 110.    Separability Clause.    In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 


        Section 111.    Benefits of Indenture.    Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto (including any Paying Agent appointed pursuant to Section 1002 and Authenticating Agent
appointed pursuant to Section 614 to the extent provided herein) and their successors hereunder and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture. 


9





 



        Section 112.    Governing Law.    This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York. 


        Section 113.    Legal Holidays.    In any case where any Interest Payment Date, Redemption Date, Repayment Date
or Stated Maturity of any Security shall not be a Business Day at any Place of Payment or the city in which the Corporate Trust Office of the Trustee is located, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, Repayment Date, or at the Stated Maturity,  provided that no interest
shall accrue with respect to such payment for the period from and after such Interest Payment Date, Redemption Date, Repayment
Date or Stated Maturity, as the case may be. 


        Section 114.    Rules by Trustee and Agents.    The Trustee may make reasonable rules for action by or at a
meeting of Holders of one or more series. The Paying Agent or Security Registrar may make reasonable rules and set reasonable requirements for its functions. 


        Section 115.    No Recourse Against Others.    No past, present or future director, officer, stockholder or
employee, as such, of the Company or any successor corporation shall have any liability for any obligation of the Company under the Securities or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of
the Securities. 


 
 

ARTICLE II
  
    SECURITY FORMS    
  


        Section 201.    Forms Generally.    The Securities of each series and related coupons, if any, shall be in
substantially the form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture and as reasonably acceptable to the Trustee, and may have such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities. When the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record
of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by  Section 303
for the authentication and delivery of such Securities. 



        If
required or appropriate under applicable law, Unregistered Securities and their coupons must have the following statement on their face: "Any United States person who holds this
obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code". If required or
appropriate under applicable law, Unregistered Securities and their coupons must have the following statement on their face: "By accepting this obligation, the Holder represents and warrants that it
is not a United States person (other than an exempt recipient described in section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder) and that it is not acting for or on
behalf of a United States person (other than an exempt recipient described in section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder)." 


10





 



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



        Section 202.    Form of Trustee's Certificate of Authentication.    The Trustee's certificate of authentication
shall be in substantially the following form: 


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



	 	 	[                        ]

as Trustee
	

 	
 	

By	

 
	 	 	 	

	 	 	 	Authorized Officer




 
 

ARTICLE III
  
    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 may be Registered Securities and Unregistered Securities within a series. Registered and Unregistered Securities may be in
temporary or permanent global form. Unregistered Securities may be issued with or without coupons attached. Unregistered Securities may be subject to such restrictions, and contain such legends, as
may be required by United States laws and regulations. Subject to the last paragraph of this Section, there shall be established in or pursuant to a Board Resolution, and set forth in an Officer's
Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, 



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


        (2)  any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to  Section 304, 305, 306,  906, 1107 or 1305 and except for any Securities
that,
pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 


        (3)  the
price or prices (expressed as a percentage of the principal amount thereof) at which the securities will be issued and the date or dates on which the principal (and
premium, if any) of the Securities of the series, or any Tranche thereof, is payable; 


        (4)  the
date or dates on which the principal of the Securities of such series, or any Tranche thereof, is payable or any formula or other method or other means by which such
date or dates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment,
acceleration, purchase or extension); 


        (5)  the
rate or rates at which the Securities of such series, or any Tranche thereof, shall bear interest, if any (including the rate or rates at which overdue principal
shall bear interest, if different from the rate or rates at which such Securities shall bear interest prior to Maturity, and, if applicable, the rate or rates at which overdue premium or interest
shall bear interest, if any), or any formula or other method or other means by which such rate or rates shall be determined, by 



11





 





reference to an index or other fact or event ascertainable outside of this Indenture or otherwise; the date or dates from which such interest shall accrue; the Interest Payment Dates on which such
interest shall be payable and the Regular Record Date, if any, for the interest payable on such Securities on any Interest Payment Date; the right of the Company, if any, to extend the interest
payment periods and the duration of any such extension as contemplated by Section 312; and the basis of computation of interest, if other than as
provided in Section 310; 


        (6)  the
place or places where the principal of (and premium, if any) and interest, if any, on Securities of the series, or any Tranche thereof, shall be payable, any
Registered Securities of the series, or any Tranche thereof, may be surrendered for registration of transfer, Securities of the series, or any Tranche thereof, may be surrendered for exchange, and
where notices and demands to or upon the Company in respect of the Securities of the series, or any Tranche thereof, and this Indenture may be served and notices to Holders pursuant to  Section 106
will be published; the Security Registrar and any Paying Agent or Agents for such series or Tranche; and if such is the case, that
the principal of such Securities shall be payable without presentment or surrender thereof; 


        (7)  if
applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series, or any Tranche thereof,
may be redeemed, in whole or in part, at the option of the Company; 


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


        (9)  the
obligation, if any, of the Company to offer to repay or repurchase Securities of the series, or any Tranche thereof, in circumstances described therein, and the
period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series, or any Tranche thereof, shall be repaid or repurchased, in whole or in
part, at the option of the Holders; 


        (10) the
terms, if any, on which the Securities of such series will be subordinate in right and priority of payment to other debt of the Company; 



        (11) the
right, if any, of the Company to execute and deliver to the Trustee, and to direct the Trustee to authenticate and deliver in accordance with a Company Order, a
Security of any series, or any Tranche thereof, in lieu of or in exchange for any Securities of such series, or any Tranche thereof, cancelled upon redemption or repayment; 


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



        (13) if
other than the principal amount thereof, the portion of the principal amount of Securities of the series, or any Tranche thereof, that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502; 


        (14) whether
Securities of the series are to be issuable as Registered Securities, Unregistered Securities, or both, whether Securities of the series are to be issuable with
or without coupons, whether any Securities of the series are to be issuable initially in temporary global form and the circumstances under which such Securities in temporary global form may be
exchanged for definitive Securities, and whether any Securities of the series are to be issuable in permanent 



12





 





global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent Global Security may exchange such interests for Securities of such series and of like
tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in  Section 311; 



        (15) whether
and under what circumstances the Company will pay additional amounts on the Securities of that series held by a person who is not a U.S. Person in respect of
taxes or similar charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts; 


        (16) the
currency or currencies, including composite currencies, in which payment of the principal of (and premium, if any) and interest, if any, on the Securities of the
series, or any Tranche thereof, shall be payable (if other than the currency of the United States of America) and the formula or other method or other means by which the equivalent of any such amount
in Dollars is to be determined for any purpose, including for the purpose of determining the principal amount of such Securities deemed to be Outstanding at any time; 


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


        (18) if
the principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, are to be payable, or are to be payable at the
election of the Company or a Holder thereof, in securities or other property, the type and amount of such securities or other property, or the formula or other method or other means by which such
amount shall be determined, and the period or periods within which, and the terms and conditions upon which, any such election may be made; 


        (19) if
the amount of payments of principal of (and premium, if any) or interest on the Securities of the series may be determined with reference to an index or other fact
or event ascertainable outside of this Indenture, the manner in which such amounts shall be determined to the extent not established pursuant to paragraph (5) of this Section; 



        (20) the
form or forms of the Securities, including such legends as may be required by United States laws or regulations, the form of any coupons or temporary Global
Security, if any, which may be issued and the forms of any certificates which may be required hereunder or under United States laws or regulations in connection with the offering, sale, delivery or
exchange of Unregistered Securities, if any; 


        (21) the
Person to whom any interest on any Registered Security of the series, or any Tranche thereof, shall be payable, if other than the Person in whose name that Security
is registered at the close of business on the regular record date for such interest, and the manner in which, or the Person to whom, any interest on any Unregistered Security of the series, or any
Tranche thereof, shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any
interest payable on a temporary or permanent Global Security on an interest payment date will be paid; 


        (22) any
Events of Default, in addition to those specified in Section 501, with respect to the Securities of such
series, and any covenants of the Company for the benefit of the Holders of the Securities of such series, or any Tranche thereof, in addition to those set forth in  Article X; 



        (23) the
terms, if any, pursuant to which the Securities of such series, or any Tranche thereof, may be converted into or exchanged for shares of capital stock or other
securities of the Company or any other Person; 



13





 




        (24) the
obligations or instruments, if any, that shall be considered to be Eligible Obligations in respect of the Securities of such series, or any Tranche thereof,
denominated in a currency other than Dollars or in a composite currency, and any additional or alternative provisions for the reinstatement of the Company's indebtedness in respect of such Securities
after the satisfaction and discharge thereof as provided in Section 401; 


        (25) any
exceptions to Section 113, or variation in the definition of Business Day, with respect to the Securities of
such series, or any Tranche thereof; 


        (26) any
collateral security, assurance or guarantee for the Securities of such series; 


        (27) the
non-applicability of Section 608 to the Securities of such series or any exceptions or
modifications of Section 608 with respect to the Securities of such series; 


        (28) any
rights or duties of another Person to assume the obligations of the Company with respect to the Securities of such series (whether as joint obligor, primary
obligor, secondary obligor or substitute obligor) and any rights or duties to discharge and release any obligor with respect to the Securities of such series or this Indenture to the extent related to
such series; and 


        (29) any
other terms, conditions and rights of the series (which terms, conditions and rights shall not be inconsistent with the provisions of this Indenture, except as
permitted by Section 901(5)). 




        All
Securities of any one series and the coupons appertaining to any Unregistered Securities of such series shall be substantially identical except in the case of Registered Securities
as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officer's Certificate or in any such indenture supplemental hereto and as
reasonably acceptable to the Trustee. Securities of different series may differ in any respect. 



        If
the terms and form or forms of any series of Securities are established by or pursuant to a Board Resolution, the Company shall deliver a copy of such Board Resolution to the Trustee
at or prior to the issuance of such series with (1) the form or forms of Security that have been approved attached thereto, or (2) if such Board Resolution authorizes a specific officer
or officers to approve the terms and form or forms of the Securities, a certificate of such officer or officers approving the terms and form or forms of Security with such form or forms of Securities
attached thereto. Such Board Resolution or certificate may provide general terms or parameters for Securities of any series and may provide that the specific terms of particular Securities of a series
may be determined in accordance with or pursuant to the Company Order referred to in Section 303 hereof. 


        With
respect to Securities of a series subject to a Periodic Offering, the indenture supplemental hereto or the Board Resolution that establishes such series, or the Officer's
Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may provide general terms or parameters for Securities of such series and provide either that the specific
terms of Securities of such series, or any Tranche thereof, shall be specified in a Company Order or that such terms shall be determined by the Company or its agents in accordance with procedures
specified in a Company Order as contemplated by the third paragraph of Section 303. 



        Unless
otherwise specified with respect to a series of Securities pursuant to paragraph (2) of this Section, any limit upon the aggregate principal amount of a series of
Securities may be increased without the consent of any Holders and additional Securities of such series may be authenticated and delivered up to the limit upon the aggregate principal amount
authorized with respect to such series as so increased. 


        Section 302.    Denominations.    The Securities of each series shall be issuable in registered or unregistered
form with or without coupons in such denominations as shall be specified as contemplated by Section 301. In the absence of any such provisions
with respect to the Securities of any series, the 


14





 




Registered Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof and the Unregistered Securities of the series shall be issuable in denominations of
$5,000 and any integral multiple thereof. 


        Section 303.    Execution, Authentication, Delivery and Dating.    The Securities shall be executed on behalf
of the Company by its Chairman of the Board and Chief Executive Officer, its President, its Senior Vice President, Finance, or its Treasurer, under its corporate seal reproduced thereon attested by
its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. The coupons, if any, of Unregistered Securities shall bear the
manual or facsimile signature of any one of the officers or assistant officers referred to in the first sentence of this Section. 



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


        At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject
to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating: 



        (a)  that
such form of Securities has been established in conformity with the provisions of this Indenture; 


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



        (c)  that
such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. 




        Notwithstanding
the provisions of Section 301 and of the preceding paragraphs, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 301 or the
Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraphs at or prior to the time of authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security of such series to be issued. If such form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issuance of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee. 


        Each
Registered Security shall be dated the date of its authentication and each Unregistered Security shall be dated the date of its original issuance. 


        No
Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature and no coupon shall be valid until the Security to which it appertains has been so authenticated, and such
certificate upon any Security shall 


15





 




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, until the Company has delivered an Officer's Certificate to the Trustee and the Security Registrar stating that, as a result of the action described, the
Company would not suffer adverse consequences under the provisions of United States law or regulations in effect at the time of the delivery of Unregistered Securities, the Trustee or the Security
Registrar will (i) deliver Unregistered Securities only outside the United States and its possessions and (ii) release Unregistered Securities in definitive form to the person entitled
to physical delivery thereof only upon presentation of a certificate in the form prescribed by the Company. 


        Section 304.    Temporary Securities.    Pending the preparation of definitive Registered Securities of any
series (including Global Securities), the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Registered Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Registered Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. Every temporary
Registered Security shall be executed by the Company and authenticated by the Trustee, and registered by the Security Registrar, upon the same conditions, and with like effect, as a definitive
Registered Security. 


        If
temporary Securities of any series are issued, the Company will cause definitive Registered Securities of that series to be prepared without unreasonable delay. After the preparation
of definitive Registered Securities of such series, the temporary Registered Securities of such series shall be exchangeable for definitive Registered Securities of such series upon surrender of the
temporary Registered 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 Registered Securities of any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Registered
Securities of the same series of authorized denominations. Until so exchanged the temporary Registered Securities of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Registered Securities of such series. 


        Until
definitive Unregistered Securities of any series (including Global Securities) are ready for delivery, the Company may prepare and execute and the Trustee shall authenticate one or
more temporary Unregistered Securities, which may have coupons attached or which may be in the form of one or more temporary Global Unregistered Securities of that series without coupons. The
temporary Unregistered Security or Securities of any series shall be substantially in the form approved by or pursuant to a Board Resolution and shall be delivered to one of the Paying Agents located
outside the United States and its possessions or to such other person or persons as the Company shall direct against such certification as the Company may from time to time prescribe by or pursuant to
a Board Resolution. The temporary Unregistered Security or Securities of a series shall be executed by the Company and authenticated by the Trustee upon the same conditions, and with like effect, as a
definitive Unregistered Security of such series, except as provided herein or in the Board Resolution or supplemental Indenture relating thereto. A temporary Unregistered Security or Securities shall
be exchangeable for definitive Unregistered Securities at the time and on the conditions, if any, specified in the temporary Security. 


        Upon
any exchange of a part of a temporary Unregistered Security of a series for definitive Unregistered Securities of such series, the temporary Unregistered Security shall be endorsed
by the Trustee or Paying Agent to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of the definitive Unregistered Securities of such series so
exchanged and endorsed. 


16





 



        Section 305.    Registration, Registration of Transfer and Exchange.    The Company shall cause to be kept at
the Corporate Trust Office of the Trustee a register (the register maintained in such office 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 Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided. 


        Except
in the case of Securities issued in the form of a Global Security, upon surrender for registration of transfer of any Registered Security of any series at the office or agency of
the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount. 



        If
both Registered and Unregistered Securities are authorized for a series of Securities and the terms of such Securities permit, (i) Unregistered Securities may be exchanged for
an equal principal amount of Registered or Unregistered Securities of the same series and date of maturity in any authorized denominations upon delivery to the Security Registrar (or a Paying Agent
(as herein defined), if the exchange is for Unregistered Securities) of the Unregistered Security with all unmatured coupons and all matured coupons in default appertaining thereto and if all other
requirements of the Security Registrar (or such Paying Agent) and such Securities for such exchange are met, and (ii) Registered Securities, other than Securities issued in the form of a Global
Security (except as provided in Section 311), may be exchanged for an equal principal amount of Unregistered Securities of the same series and
date of maturity in any authorized denominations (except that any coupons appertaining to such Unregistered Securities which have matured and have been paid shall be detached) upon delivery to the
Security Registrar of the Registered Securities and if all other requirements of the Security Registrar and such Securities for such exchange are met. 


        Notwithstanding
the foregoing, the exchange of Unregistered Securities for Registered Securities or Registered Securities for Unregistered Securities will be subject to the satisfaction
of the provisions of United States law and regulations in effect at the time of such exchange, and no exchange of Registered Securities for Unregistered Securities will be made until the Company has
notified the Trustee in an Officer's Certificate and the Security Registrar that, as a result of such exchange, the Company would not suffer adverse consequences under such law or regulations. 


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


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


        No
service charge shall be made to the Holder 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, 306 or 1107 not involving any
transfer. 


        The
Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing, or (ii) to register the transfer of or exchange 


17





 




any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Unregistered Securities or any coupons appertaining thereto shall be
transferable by delivery thereof. 


        Section 306.    Mutilated, Destroyed, Lost and Stolen Securities.    If any mutilated Security or a Security
with a mutilated coupon or coupons appertaining to it is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a replacement
Registered Security, if such surrendered security was a Registered Security, or a replacement Unregistered Security with coupons corresponding to the coupons appertaining to the surrendered Security,
if such surrendered Security was an Unregistered 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 or any coupon or coupons
appertaining thereto, and (ii) such
bond, 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 actual notice to the Company or the Trustee that such
Security or any coupon or coupons appertaining thereto has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, a
replacement Registered Security, if such Holder's claim pertains to a Registered Security, or a replacement Unregistered Security with coupons corresponding to the coupons appertaining to the
destroyed, lost or stolen Unregistered Security or the Unregistered Security to which such destroyed, lost or stolen coupon or coupons appertains, if such Holder's claim pertains to an Unregistered
Security, of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 


        In
case any such mutilated, destroyed, lost or stolen Security or any coupon or coupons appertaining thereto 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 or any coupon or coupons appertaining thereto. 



        Upon
the issuance of any new Security under this Section or any coupon or coupons appertaining thereto, 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 or any coupon or coupons appertaining thereto of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security or any coupon or coupons
appertaining thereto shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security or any coupon or coupons appertaining thereto
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 or any coupon or coupons
appertaining thereto 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 or any coupon or coupons appertaining thereto. 


18









  





        Section 307.    Payment of Interest; Interest Rights Preserved.    Interest 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 that Registered Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest. In case an Unregistered Security of any series is surrendered in exchange for a Registered Security of such series
after the close of business (at an office or agency of the Company in a Place of Payment for such series) on any Regular Record Date and before the opening of business (at such office or agency) on
the next succeeding Interest Payment Date, such Unregistered Security shall be surrendered without the coupon relating to such Interest Payment Date and interest will not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such Unregistered Security, but will be payable only to the Holder of such coupon when due in accordance with provisions of
this Indenture. 


        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 (herein called
"Defaulted Interest") 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 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 equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to
each Holder of Registered Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such
series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). In
case an Unregistered Security of any series is surrendered at the office or agency of the Company in a Place of
Payment for such series in exchange for a Registered Security of such series after the close of business at such office or agency on any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest, such Unregistered Security shall be surrendered without the coupon relating to such proposed date of payment and
Defaulted Interest will not be payable on such proposed date of payment in respect of the Registered Security issued in exchange for such Unregistered Security, but will be payable only to the Holder
of such coupon when due in accordance with the provisions of this Indenture. 



19





 

        (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. 




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


        Subject
to the limitations set forth in Section 1002, the Holder of any coupon appertaining to an Unregistered Security shall be
entitled to receive the interest payable on such coupon upon presentation and surrender of such coupon on or after the Interest Payment Date of such coupon at an office or agency maintained for such
purpose pursuant to Section 1002. 


        Section 308.    Persons Deemed Owners.    Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 307) interest on such Registered Security and for
all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary. 


        Ownership
of Registered Securities of a series shall be proved by the computerized book-entry system of the Depository in the case of Registered Securities issued in the form
of a Global Security. Ownership of Unregistered Securities may be proved by the production of such Unregistered Securities or by a certificate or affidavit executed by the person holding such
Unregistered Securities or by a depository with whom such Unregistered Securities were deposited, if the certificate or affidavit is satisfactory to the Trustee and the Company. The Company, the
Trustee and any agent of the Company may treat the bearer of any Unregistered Security or coupon and the person in whose name a Registered Security is registered as the absolute owner thereof for all
purposes. 


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


        Section 309.    Cancellation.    Except as otherwise specified as contemplated by  Section 301 for Securities of any series, all
Securities and coupons surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. Except as otherwise specified
as contemplated by Section 301 for Securities of any series, the Company may at any time deliver to the Trustee for cancellation any Securities
or coupons previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities or coupons so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities or coupons cancelled as provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities or coupons held by the Trustee shall be destroyed and the Trustee shall furnish an affidavit to the Company (setting forth the serial numbers of such Securities) attesting to such
destruction unless by a Company Order the Company shall direct that the cancelled Securities or coupons be returned to it. 


20





 



        Section 310.    Computation of Interest.    Except as otherwise specified as contemplated by  Section 301 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a year of twelve
30-day months. 


        Section 311.    Global Securities; Exchanges; Registration and Registration of Transfer.    If specified as
contemplated by Section 301, the Securities may be issued in the form of one or more Global Securities, which shall be deposited with the
Depository, and, unless otherwise specified in the form of Global Security adopted pursuant to Section 301, be registered in the name of the
Depository's nominee. 


        Except
as otherwise specified as contemplated by Section 301, any permanent Global Security shall be exchangeable only as provided
in this paragraph. If the beneficial owners of interests in a permanent Global Security are entitled to exchange such interests for Securities of such series of like tenor and principal amount of
another authorized form, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest
date on which such interests 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
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 from time to time in
accordance with instructions given to the Trustee and the Depository (which instructions shall be in writing but need not comply with Section 102
or be accompanied by an Opinion of Counsel) by the Depository or such other depository 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 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, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent Global Security
to be exchanged which, unless the Securities of the series are not issuable both as Unregistered Securities and as Registered Securities, as specified as contemplated by  Section 301, shall be in
the form of Unregistered Securities or Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; provided, however, that no such exchanges may occur during the periods
specified by Section 305; and provided, further,
that no Unregistered Security delivered in exchange for a portion of a permanent Global Security shall be mailed or otherwise delivered to any location in the United States unless the Company has
complied with the fourth paragraph of Section 305. Promptly following any such exchange in part, such permanent Global Security shall be returned
by the Trustee, to the Depository or such other depository referred to above, in accordance with the instructions of the Company referred to above. 



        The
Global Security may be transferred to another nominee of the Depository, or to a successor Depository selected by the Company, and upon surrender for registration of transfer of the
Global Security to the Trustee, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee, a new Global Security in the same aggregate
principal amount. If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository and a successor Depository satisfactory to the Company is not appointed
within 90 days after the Company receives such notice, the Company will execute, and the Trustee will authenticate and deliver, Securities in definitive form to the Depository in exchange for
the Global Security. In addition, if at any time the Company determines that it is not in the best interest of the Company or the beneficial owners of Securities to continue to have a Global Security
representing all of the Securities held by a Depository, the Company may, at its option, execute, and the Trustee will authenticate and deliver, Securities in definitive form to the Depository in
exchange for all or a portion of the Global Security. Promptly after any such exchange of Securities in definitive form for all or a portion of the Global Security pursuant to this paragraph, the
Company shall promulgate regulations 


21





 




governing registration of transfers and exchanges of Securities in definitive form, which regulations shall be reasonably satisfactory to the Trustee and shall thereafter bind every Holder of such
Securities. 


        Section 312.    Extension of Interest Payment.    The Company shall have the right at any time, so long as the
Company is not in default in the payment of interest on the Securities of any series hereunder, to extend interest payment periods on all Securities of one or more series, if so specified as
contemplated by Section 301 with respect to such Securities and upon such terms as may be specified as contemplated by  Section 301with respect to
such Securities. If the Company ever so extends any such interest payment period, the Company shall promptly notify
the Trustee. 


 
 

ARTICLE IV    
    
    SATISFACTION AND DISCHARGE    
  


        Section 401.    Satisfaction and Discharge of Indenture.    This Indenture shall upon Company Request cease to
be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 



        (1)  either




        (A)  all
Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 306 and (ii) Securities that are deemed paid and discharged pursuant to  Section 403) have been delivered to the
Trustee for cancellation; or 



        (B)  all
such Securities 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 60 days, or 


        (iii)  are
to be called for redemption pursuant to Article XI hereof 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, or 


        (iv)  are
deemed paid and discharged pursuant to Section 403, as applicable, 




and
the Company, in the case of clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount of
(a) money, or (b) (I) Eligible
Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the Stated Maturity or Redemption Date, as the case may be,
money in an amount, or (II) a combination of money or Eligible Obligations as provided in clause (I) above, in each case sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification thereof delivered to the Trustee, 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 to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be; 




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



        (3)  the
Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to
the satisfaction and discharge of this Indenture have been met. 



22





 





        Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607,
the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money or Eligible Obligations have been deposited with the
Trustee pursuant to subclause (B) of clause (1) of this Section or if money or Eligible Obligations shall have been deposited with or received by the Trustee pursuant to  Section 403, the
obligations of the Trustee under Section 402 and the last paragraph of  Section 1003 shall survive. 


        Section 402.    Application of Trust Money.    (a) Subject to the provisions of the last paragraph of  Section 1003, all money or
Eligible Obligations deposited with the Trustee pursuant to  Section 401, 403 or 1007 and all money
received
by the Trustee in respect of Eligible Obligations deposited with the Trustee pursuant to Section 401,  403 or 1007, shall be held in trust 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) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous
payments as contemplated by Section 401, 403 or  1007. 


        (b)  The
Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against Eligible Obligations deposited pursuant to  Section 401, 403 or 1007 or the interest and
principal received in respect of such obligations other than any payable by or on behalf of Holders. 


        (c)  The
Trustee shall deliver or pay to the Company from time to time upon Company Request any Eligible Obligations or money held by it as provided in  Section 401, 403 or 1007 which, in the opinion of
a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then
would have been required to be deposited for the purpose for which such Eligible Obligations or money was deposited or received. This provision shall not authorize the sale by the Trustee of any
Eligible Obligations held under this Indenture. 


        Section 403.    Satisfaction, Discharge and Defeasance of Securities of Any Series.    The Company shall be
deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e) hereof,
and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company
Request execute proper instruments acknowledging the same), except as to: 



        (a)  the
rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of
(and premium, if any) and each installment of principal of (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of
principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund
payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; 


        (b)  the
Company's obligations with respect to such Securities of such series under Sections 305,  306, 1002 and
1003 and, if the Company shall have
irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104
and 1106; 


        (c)  the
Company's obligations with respect to the Trustee under Section 607; and 


        (d)  the
rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402
and, if the Company shall have irrevocably designated a Redemption 



23





 





Date pursuant to subparagraph (k) hereof, Article XI and the duty of the Trustee to authenticate Securities of such series issued on
registration of transfer or exchange; 




provided that, the following conditions shall have been satisfied: 



        (e)  the
Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the
Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or
(ii) (A) Eligible Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide on or before the due date of any payment
referred to in clause (z) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (z) the principal of (and premium, if any) and each
installment of principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and
including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such
series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 


        (f)    such
deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a
party or by which it is bound; 


        (g)  such
provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a
result thereof; 


        (h)  no
Event of Default or event that with notice or lapse of time would become an Event of Default with respect to the Securities of such series has occurred and is
continuing on the date of such deposit or during the period ending on the 91st day after such date; 


        (i)    the
Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published
by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and
discharge had not occurred; 


        (j)    the
Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the
defeasance contemplated by this Section have been complied with; and 


        (k)  if
the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premium, if any) and interest on the
Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered
to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice
of such redemption in the name and at the
expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. 



24





 




 
 

ARTICLE V    
    
    REMEDIES    
  


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



        (1)  default
in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days;  provided, however, that a valid extension
of the interest payment period by the Company as contemplated in  Section 312 shall not constitute a failure to pay interest for this purpose; or 


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


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


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


        (5)  the
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
any applicable Federal or State bankruptcy, insolvency, reorganization or other similar 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 its property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or 


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



25





 




        (7)  any
other Event of Default provided with respect to Securities of that series as contemplated by Sections 301 and  901(3). 




        Section 502.    Acceleration of Maturity; Rescission and Annulment.    If an Event of Default with respect to
any series or Tranche of Senior Securities at the time Outstanding occurs and is continuing, then, unless the principal of and interest on such series or Tranche of Senior Securities has already
become due and payable, either the Trustee or the Holders of a majority in aggregate principal amount of such series or Tranche of Senior Securities then outstanding, by notice in writing to the
Company (and to the Trustee if given by such Holders), may declare the principal of and interest on all the Senior Securities of such series or Tranche (or if any of the Senior Securities are Original
Issue Discount Securities or Indexed Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) to be due and payable immediately and upon any such
declaration the same shall become immediately due and payable, anything in this Indenture or in the Senior Securities of such series or Tranche contained to the contrary notwithstanding;  provided,
however, that if an Event of Default has occurred and is continuing with respect to more than
one series or Tranche of Senior Securities, the Trustee or the Holders of a majority in aggregate principal amount of the Outstanding Senior Securities (or if any of the Senior Securities are Original
Issue Discount Securities or Indexed Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all such
series or Tranches (voting as one class) may make such declaration of acceleration, and not the Holders of the Senior Securities of any one of such series or Tranches. 


        If
an Event of Default with respect to any series or Tranche of Subordinated Securities at the time Outstanding occurs and is continuing, then, unless the principal of and interest on
such series or Tranche of Subordinated Securities has already become due and payable, either the Trustee or the Holders of a majority in aggregate principal amount of the Subordinated Securities of
such series or Tranche then outstanding, by notice in writing to the Company (and to the Trustee if given by such Holders), may declare the principal of and interest on all the Subordinated Securities
of such series or Tranche (or if any of the Subordinated Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount of such Securities as may be
specified in the terms thereof) to be due and payable immediately and upon any such declaration the same shall become immediately due and payable, anything in this Indenture or in the Subordinated
Securities of such series contained to the contrary notwithstanding; provided, however, that if an Event
of Default has occurred and is continuing with respect to more than one series or Tranche of Subordinated Securities, the Trustee or the Holders of a majority in aggregate principal amount of the
Outstanding Subordinated Securities (or if any of the Subordinated Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount of such Securities as
may be specified in the terms thereof) of all such series or Tranche (voting as one class) may make such declaration of acceleration, and not the Holders of the Subordinated Securities of any one of
such series or Tranches. 


        Notwithstanding
the foregoing, if an Event of Default specified in Section 501(5) or (6) occurs, the principal of and interest on
all the Securities (or if any of the Senior Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount of such Securities as may be specified in the
terms thereof) shall ipso facto become and be immediately due and payable without any declaration or other act or notice on the part of the Trustee or
any Holders of the Securities. 


        In
the case of any declaration of acceleration of the Stated Maturity of any Original Issue Discount Securities or Indexed Securities of a series, the Company shall furnish the Trustee
with an Officer's Certificate stating the amount of principal to be paid to a Holder of $1,000 principal amount of such Securities. 


26





 



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



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



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


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


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


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




and 


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




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



        Section 503.    Collection of Indebtedness and Suits for Enforcement by Trustee.    The Company covenants that
if 



        (1)  default
is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or 


        (2)  default
is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, 




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


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


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


27





 



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




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


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





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


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


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


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



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


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


        THIRD:    The
balance, if any, to the Company. 



28





 





        The
Trustee may fix a record date (with respect to Registered Securities) and payment date for any such payment to Holders of Securities. 



        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 has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; 


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


        (3)  such
Holder or Holders have offered to the Trustee indemnity against the reasonable costs, expenses and liabilities to be incurred in compliance with such request in
such amount and for such person or persons as shall be reasonably acceptable to the Trustee; 


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



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




it
being understood and intended that (subject to Section 508) no one or more of such Holders shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of 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 of the principal of (and premium, if any) and (subject
to Section 307) interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date, or, in the case of repayment at the option of the Holder, on the Repayment Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder. 


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



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


29





 



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


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



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


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




        Section 513.    Waiver of Past Defaults.    The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its consequences, except a default 



        (1)  in
the payment of the principal of (or premium, if any) or interest on any Security of such series, or 


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




        Upon
any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or 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, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made
by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date,
or, in the case of repayment at the option of the Holder, on or after the Repayment Date). 


        Section 515.    Waiver of Stay or Extension Laws.    The Company covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the execution of any power herein 


30





 




granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 


 
 

ARTICLE VI    
    
    THE TRUSTEE    
  


        Section 601.    Certain Duties and Responsibilities.    (a) Except during the continuance of an Event of
Default, 



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


        (2)  in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such 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. 




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


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



        (1)  this
subsection shall not be construed to limit the effect of sub-section (a) of this Section; 



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


        (3)  the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less
than a majority in aggregate principal
amount of the Outstanding Securities of any 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 with respect to the Securities of such series; and 



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




        (d)  Whether
or not 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. 



        Section 602.    Notice of Defaults.    Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series entitled to receive reports pursuant to  Section 704(3) (and, if Unregistered
Securities of that series are outstanding, shall cause to be published at least once in an Authorized
Newspaper in The City of New York and, if Securities of that series are listed on any stock exchange outside of the United States, in the city in which such stock exchange is located) notice of such
default 


31





 




hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security of such series or in the payment of any sinking fund installment with respect
to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Securities of such series. For the purpose of this Section, the
term "default" means any event that is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such
series. 


        Section 603.    Certain Rights of Trustee.    Subject to the provisions of  Section 601 and to the applicable provisions of the Trust
Indenture Act: 



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


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



        (c)  whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate or a certificate of an officer
or officers delivered pursuant to Section 301and such Officer's Certificate or certificate of an officer or officers, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof; 



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


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


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



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



32





 





due care by it hereunder; no Depository or Paying Agent shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any of them. 




        Section 604.    Not Responsible for Recitals or Issuance of Securities.    The recitals contained herein and in
the Securities, except the Trustee's certificate of authentication, shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the
Securities of any series or any coupons. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. The Trustee
shall not be responsible for and makes no representations as to the Company's ability or authority to issue the Unregistered Securities or the lawfulness thereof. 



        Section 605.    May Hold Securities.    The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other agent. 


        Section 606.    Money Held in Trust.    Money held by the Trustee or by any Paying Agent (other than the
Company if the Company shall act as Paying Agent) in trust hereunder need not be segregated from other funds except to the extent required by law. Neither the Trustee nor any Paying Agent shall be
liable for interest on any money received by it hereunder except as expressly provided herein or otherwise agreed with the Company. 


        Section 607.    Compensation and Reimbursement.    The Company agrees 



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


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


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




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



        Section 608.    Disqualification; Conflicting Interests.    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 equally ranked and unsecured Securities of any series, shall not be deemed to have a conflicting interest arising from its capacity as trustee in respect of the
equally ranked and unsecured Securities of any other series under this Indenture or any securities issued under the Indenture dated 


33





 




as of [    ] between the Company and the Trustee [specifically describe other outstanding indentures with the Trustee]. 


        Section 609.    Corporate Trustee Required; Eligibility.    There shall at all times be a Trustee hereunder
which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia (or such other Person as may be permitted to act
as Trustee by the Commission), authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by
Federal or State authority, provided that, neither the Company nor any Affiliate of the Company may serve as Trustee of any Securities. 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 the Trustee shall cease
to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 


        Section 610.    Resignation and Removal; Appointment of Successor.    (a) No resignation or removal of
the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable
requirements of Section 611. 


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


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


        (d)  If
at any time: 



        (1)  the
Trustee shall fail to comply with Section 608 with respect to the Securities of any series, after written
request therefor by the Company or by any Holder who has been a bona fide Holder of a Security of such series for at least six months, or 


        (2)  the
Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor
by the Company or by any such Holder, or 


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




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



        (e)  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 


34





 




shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of  Section 611. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series delivered to the Company and
the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of  Section 611, become the successor
Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. 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
required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 


        (f)    So
long as no event that is, or after notice or lapse of time, or both, would become, an Event of Default has occurred and is continuing, and except with respect to a
Trustee appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities pursuant to subsection (e) of this Section, if the Company has delivered to the Trustee
(i) a Board Resolution appointing a successor Trustee, effective as of a date specified therein, and (ii) an instrument of acceptance of such appointment, effective as of such date, by
such successor Trustee in accordance with Section 611, the Trustee shall be deemed to have resigned as contemplated in subsection (b) of
this Section, the successor Trustee shall be deemed to have been appointed by the Company pursuant to subsection (e) of this Section and such appointment shall be deemed to have been accepted
as contemplated in Section 611, all as of such date, and all other provisions of this Section and  Section 611 shall be applicable to such
resignation, appointment and acceptance except to the extent inconsistent with this subsection (f). 


        (g)  The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to all Holders of Securities of such series entitled to receive
reports pursuant to Section 704(3) and, if any Unregistered Securities are outstanding, by publishing notice of such event once in an Authorized
Newspaper in The City of New York and, if any Unregistered Securities are listed on any stock exchange outside of the United States, in the city in which such stock exchange is located. 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. 


        (h)  All
provisions of this Section except subparagraph (c) and Section 611(b) (except for the last clause,
after omitting the words "after deducting all amounts owed to the retiring Trustee pursuant to Section 607," which shall apply) shall apply also
to any Paying Agent located outside the United States and its possessions. 


        Section 611.    Acceptance of Appointment by Successor.    (a) In case of the appointment hereunder of a
successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, 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 lien provided for in Section 607. 


35





 



        (b)  In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and
each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates,
(2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee,
and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it
being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee, after deducting all amounts owed to the retiring Trustee pursuant to  Section 607, 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. 


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


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


        Section 612.    Merger, Conversion, Consolidation or Succession to Business.    Any 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 Securities shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities, in either its own name or that of its
predecessor Trustee, with the full force and effect which this Indenture provides for the certificate of authentication of the Trustee. 


        Section 613.    Preferential Collection of Claims Against Company.    (a) If the Trustee shall be or
shall become a creditor, directly or indirectly, secured or unsecured, of the Company or any other obligor upon the Securities of any series (other than be reason of a relationship described in
Section 311(b) of the Trust
Indenture Act) within three months prior to a default or subsequent to such a default, then the Trustee shall be subject to any and all applicable provisions of the Trust Indenture Act regarding the
collection of claims against the Company or such other obligor. 


36









  





        (b)  For the purposes of Section 311(b) of the Trust Indenture Act: 



        (1)  the
term "cash transaction" means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities
in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and 



        (2)  the
term "self-liquidating paper" means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Company for
the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a
lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security,  provided the security is received
by the Trustee simultaneously with the creation of the creditor relationship with the Company arising from the making,
drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation. 




        Section 614.    Appointment of Authenticating Agent.    At any time when any of the Securities remain
Outstanding the Trustee may appoint an Authenticating Agent or Agents (which may include the parent of the Trustee or a corporation that is a wholly-owned subsidiary of the Trustee or of the parent of
the Trustee) with respect to one or more series of Securities, or Tranche thereof, that shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon
exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. The Trustee shall mail written notice of such appointment by first-class
mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, and which are entitled to receive reports pursuant to  Section 704(3)
and, if any Unregistered Securities are outstanding, by publishing notice of such event once in an Authorized Newspaper in The
City of New York and, if any Unregistered Securities are listed on any stock exchange outside of the United States, in the city in which such stock exchange is located. 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 $1,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at
any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section. 


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


37





 



        An
Authenticating Agent may resign with respect to one or more series of Securities at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent with respect to one or more series of Securities by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section. An Authenticating Agent appointed pursuant to this Section shall be entitled to rely on  Sections 104,
111, 308,
603, 604 and 605 hereunder. 


        The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed
for such payments, subject to the provisions of Section 607. 


        If
an appointment with respect to one or more series, or any Tranche thereof, 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: 


        This
is one of the Securities of the series designated pursuant to and issued under the within-mentioned Indenture. 



	 	 	[                    ]
	 	 	As Trustee
	

 	

 	

By	

 
	 	 	 	
 As Authenticating Agent on behalf of the Trustee
	

 	

 	

By	

 
	 	 	 	
 Authorized Officer of Authenticating Agent
	

Dated:	

 	

 	

 
	 	
	 	 





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


38





 


 
 

ARTICLE VII
  
    HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY    
  



        Section 701.    Company to Furnish Trustee Names and Addresses of Holders.    The Company will furnish or cause
to be furnished to the Trustee 



        (a)  semi-annually,
not later than the 15th day after each Regular Record Date for each series of Registered Securities at the time Outstanding or on
June 30 and December 31 of each year with respect to each series of Securities for which there are no Regular Record Dates, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of Registered Securities of such series, including Holders of interests in Global Securities, as of such preceding Regular
Record Date or on June 15 or December 15, as the case may be, or, in the case of a series of non-interest bearing Securities, on a date to be determined as contemplated
pursuant to Section 301, and 


        (b)  at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished; 




excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar for Registered Securities other than
Global Securities. 


        Section 702.    Preservation of Information; Communications to Holders.    (a) The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Registered Securities contained in the most recent list furnished to the Trustee as provided in  Section 701 and the names and addresses of Holders of Registered Securities received by the Trustee in its capacity as Security Registrar or
Paying Agent. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. 



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




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


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





        If
the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder whose name and
address appear in the information preserved at the time by the Trustee in accordance with Section 702(a) a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after such tender the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material
to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interest of the Holders or would be in violation of applicable law. Such
written 


39





 


statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to
sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the
objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Holders with reasonable promptness after the entry of such order
and the renewal of such tender, otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application. 


        (c)  Every
Holder of Securities or coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any 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  Section 702(b), regardless of the
source from which such information was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 702(b). 


        Section 703.    Reports by Trustee.    (a) Within 60 days after May 15 of each year
commencing with the year 2003, the Trustee shall transmit by mail to each Holder of Registered Securities of any series a brief report dated as of such May 15 if required by TIA
Section 313(a). The Trustee shall also comply with the reporting requirements of TIA Sections 313(b), (c) and (d). A copy of each such report at the time of mailing to Holders shall be
mailed to the Company. 


        Section 704.    Reports by Company.    The Company shall: 



        (1)  file
with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant
to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary
and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and regulations; 


        (2)  file
with the Trustee and the Commission, in accordance with rules and regulations prescribed 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; 



        (3)  transmit
by mail to all Holders, as their names and addresses appear in the Security Register, to such Holders of Unregistered Securities as have, within the two years
preceding such transmission, filed their names and addresses with the Trustee for that purpose and to each Holder whose name and address is then preserved on the Trustee's list pursuant to the first
sentence of Section 702(a), 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;
and 


        (4)  furnish
to the Trustee, not less often than annually, a brief certificate from the Company's principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Company's compliance with all conditions and covenants hereunder; such compliance shall be determined without regard to any period of grace or
requirement of notice 



40





 





provided hereunder. Such certificate shall be provided concurrently with, but may be separate from, the certificate provided pursuant to  Section 1006. 



 
 

ARTICLE VIII
  
    CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER    
  


        Section 801.    Company May Consolidate, Etc.    Only on Certain Terms. The Company shall not consolidate with
or merge into any other corporation or convey, transfer or lease all or substantially all of its properties and assets to any Person, unless: 



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


        (2)  immediately
after giving effect to such transaction, no 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; 


        (3)  if,
as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage,
pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor corporation or Person, as the case may be, shall take such steps as
shall be necessary effectively to secure the Securities equally and ratably with (or, at the option of the Company, prior to) all indebtedness secured thereby; and 


        (4)  the
Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease
and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been met. 




        Section 802.    Successor Corporation Substituted.    Upon any consolidation or merger or any conveyance,
transfer or lease of all or substantially all the properties and assets of the Company in accordance with Section 801, the successor corporation
formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein and thereafter, in the case of a conveyance, transfer or lease of
properties and assets of the Company substantially as an entirety, such conveyance, transfer or lease shall have the effect of releasing the Person named as the "Company" in the first paragraph of
this instrument or any successor corporation which shall theretofore have become such in the manner prescribed in this Article from its liability as obligor and maker on any of the Securities. 


41





 
 
 

ARTICLE IX
  
    SUPPLEMENTAL INDENTURES    
  



        Section 901.    Supplemental Indentures Without Consent of Holders.    Without the consent of any Holders, the
Company 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 corporation to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities;
or 


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


        (3)  to
add any additional Events of Default with respect to all or any series of Securities Outstanding hereunder; or 


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


        (5)  to
change or eliminate any of the provisions of this Indenture, or to add any new provision to this Indenture, in respect of one or more series or Tranches of
Securities; provided, however, that any such change, elimination or addition (A) shall neither
(i) apply to any Security Outstanding on the date of such indenture supplemental hereto nor (ii) modify the rights of the Holder of any such Security with respect to such provision in
effect prior to the date of such indenture supplemental hereto or (B) shall become effective only when no Security of such series or Tranche remains Outstanding; or 


        (6)  to
secure the Securities pursuant to the requirements of any covenant on liens in respect of such series of Securities or otherwise; or 


        (7)  to
establish for the issuance of and establish the form or terms and conditions of Securities of any series or Tranche as permitted by  Section 301, and to establish the form of any certificates
required to be furnished pursuant to the terms of this Indenture or any series of
Securities; or 


        (8)  to
provide for uncertificated Securities in addition to or in place of all, or any series or Tranche of, certificated Securities; or 


        (9)  to
evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee or co-trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 611(b); or 



        (10) to
change any place or places where (a) the principal of or premium, if any, or interest, if any, on all or any series of Securities, or any Tranche thereof,
shall be payable, (b) all or any series of Securities, or any Tranche thereof, may be surrendered for registration or transfer, (c) all or any series of Securities, or any Tranche
thereof, may be surrendered for exchange and (d) notices and demands to or upon the Company in respect of all or any series of Securities, or any Tranche thereof, and this Indenture may be
served; 



42





 




        (11) to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein,  provided such action shall not adversely affect the interests of
the Holders of Securities of any series or Tranche in any material respect; or 


        (12) 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 any Securities of any series or Tranche Outstanding on the date of such indenture supplemental hereto. 




        The
Trustee shall give notice to the Holders of Securities of all series affected by any such supplemental indenture as provided in  Section 106. Such notice shall describe the changes effected by such
supplemental indenture. 


        Without
limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter becomes
amended and 


        (x)  if
any such amendment requires one or more changes to any provisions hereof or the inclusion herein of any additional provisions, or by operation of law is deemed to
effect such changes or incorporate such provisions by reference or otherwise, this Indenture shall be deemed to have been amended so as to conform to such amendment to the Trust Indenture Act, and the
Company and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to effect or evidence such changes or additional provisions; or 


        (y)  if
any such amendment permits one or more changes to, or the elimination of, any provisions hereof that, at the date hereof or at any time thereafter, are required by
the Trust Indenture Act to be
contained herein, this Indenture shall be deemed to have been amended to effect such changes or elimination, and the Company and the Trustee may, without the consent of any Holders, enter into an
indenture supplemental hereto to evidence such amendment hereof. 


        Section 902.    Supplemental Indentures With Consent of Holders.    (a) Except as set forth in
paragraph (c) below, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series or Tranches of Senior
Securities affected by such supplemental indenture (voting as one class), the Company, when authorized by a resolution of its Board of Directors (which resolution may provide general terms or
parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order), and the Trustee may, from time to time and at
any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force and effect at the date of execution thereof) for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the
Holders of the Securities of each such series or Tranche or of the Coupons appertaining to such Securities or of modifying in any manner the rights of the Holders of Securities of such series or
Tranche under this Indenture. 


        (b)  Except
as set forth in paragraph (c) below, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the
time Outstanding of all series or Tranches of Subordinated Securities affected by such supplemental indenture (voting as one class), the Company, when authorized by a resolution of its Board of
Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company
Order), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force
and effect at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the Securities of each such series or of the Coupons appertaining to such 


43





 




Securities or of modifying in any manner the rights of the Holders of Securities of such series or Tranche under this Indenture. 


        (c)  No
such supplemental indenture or waiver shall, without the consent of the Holder of each Outstanding Security affected thereby, 



        (1)  change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or change the coin or currency in which, any Security or any premium or the
interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date, or, in the case of repayment at the option of the Holders, on or after the
Repayment Date), or modify any provisions of this Indenture with respect to the conversion or exchange of the Securities into Securities of another series or into any other debt or equity securities
in a manner adverse to the Holders, or 


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


        (3)  modify
any of the provisions of this Section, Section 513 or  Section 1007, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that
this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and  Section 1007, or the
deletion of this proviso, in accordance with the requirements of Sections
611(b) and 901(9). 




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


        It
shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall
approve the substance thereof. A waiver by a Holder of such Holder's rights to consent under this Section shall be deemed to be a consent of such Holder. 


        Section 903.    Execution of Supplemental Indentures.    In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to  Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that such supplemental indenture will constitute a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. 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. 


44





 



        Section 904.    Effect of Supplemental Indentures.    Upon the execution of any supplemental indenture under
this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Any supplemental indenture permitted by this Article may restate this Indenture in its entirety, and, upon the
execution and delivery thereof, any such restatement shall supersede this Indenture as theretofore in effect for all purposes. 



        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, or any Tranche
thereof, 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, or any Tranche thereof, and any appertaining coupons so modified
as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange
for Outstanding Securities of such series or Tranche and any appertaining coupons. 


        Section 907.    Revocation and Effect of Consents.    Until an amendment or waiver becomes effective, a consent
to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder's
Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee
receives the notice of revocation before the date on which the Trustee receives an Officer's Certificate certifying that the Holders of the requisite principal amount of Securities have consented to
the amendment or waiver. After an amendment or waiver becomes effective, it shall bind every Holder of each series of Securities affected by such amendment or waiver. 


        The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment or waiver. If a record date is fixed,
then notwithstanding the provisions of the immediately preceding paragraph, those persons who were Holders at such record date (or their duly designated proxies), and only those persons, shall be
entitled to consent to such amendment or waiver or to revoke any consent previously given, whether or not such persons continue to be Holders after such record date. 


        After
an amendment or waiver becomes effective it shall bind every Holder, unless it is of the type described in any of clauses (1) through (3) of  Section 902(c). In such case, the amendment or
waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of
a Security that evidences the same debt as the consenting Holder's Security. 



        Section 908.    Modification Without Supplemental Indenture.    If the terms of any particular series of
Securities shall have been established in a Board Resolution or an Officer's Certificate as contemplated by Section 301, and not in an indenture
supplemental hereto, additions to, changes in or the elimination of any of such terms may be effected by means of a supplemental Board Resolution or Officer's Certificate, as the case may be,
delivered to, and accepted by, the Trustee; provided, however, that such supplemental Board Resolution or Officer's Certificate shall not be accepted by
the Trustee or otherwise be effective unless all conditions set forth in this Indenture that would be required to be satisfied if such additions, changes or elimination were contained in a
supplemental indenture shall have been appropriately satisfied. Upon the acceptance thereof by the Trustee, any such supplemental Board Resolution or Officer's Certificate shall be deemed to be a
"supplemental indenture" for purposes of Sections 904 and 906. 


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ARTICLE X
  
    COVENANTS    
  


        Section 1001.    Payment of Principal, Premium and Interest.    Subject to the following provisions, the
Company will pay to the Trustee the amounts, in such coin or currency as is at the time legal tender for the payment of public or private debt, in the manner, at the times and for the purposes set
forth herein and in the text of the Securities for each series, and the Company hereby authorizes and directs the Trustee from funds so paid to it to make or cause to be made payment of the principal
of and interest, if any, on the Securities and coupons of each series as set forth herein and in the text of such Securities and coupons. Unless otherwise provided in the Securities of a series, the
Trustee will arrange directly with any Paying Agents for the payment, or the Trustee will make payment, from funds furnished by the Company, of the principal of and interest, if any, on the Securities
and coupons of each series by check or draft. 


        Unless
otherwise provided in the Securities of a series, interest, if any, on Registered Securities of a series shall be paid by check or draft on each Interest Payment Date for such
series to the Holder thereof at the close of business on the relevant record dates specified in the Securities of such series. The Company may pay such interest by check or draft mailed to such
Holder's address as it appears on the register for Securities of such series. Unless otherwise provided in the Securities of a series, principal of Registered Securities shall be payable by check or
draft and only against presentation and surrender of such Registered Securities at the office of the Paying Agent, unless the Company shall have otherwise instructed the Trustee in writing. 


        Unless
otherwise provided in the Securities of a series, (i) interest, if any, on Unregistered Securities shall be paid by check or draft and only against presentation and
surrender of the coupons for such
interest installments as are evidenced thereby as they mature and (ii) original issue discount (as defined in Section 1273 of the Code), if any, on Unregistered Securities shall be paid
by check or draft and only against presentation and surrender of such Securities, in either case at the office of a Paying Agent located outside of the United States and its possessions, unless the
Company shall have otherwise instructed the Trustee in an Officer's Certificate. Unless otherwise provided in the Securities of a series, principal of Unregistered Securities shall be paid by check or
draft and only against presentation and surrender of such Securities as provided in the Securities of a series. If at the time a payment of principal of or interest, if any, or original issue
discount, if any, on an Unregistered Security or coupon shall become due and the payment of the full amount so payable at the office or offices of all the Paying Agents outside the United States and
its possessions is illegal or effectively precluded because of the imposition of exchange controls or other similar restrictions on the payment of such amount in United States currency, then the
Company may instruct the Trustee in an Officer's Certificate to make such payments at the office of a Paying Agent located in the United States. The Company hereby covenants and agrees that it shall
not so instruct the Trustee with respect to payment in the United States if such payment would cause such Unregistered Security to be treated as a "registration-required obligation" under United
States law and regulations. 


        At
the election of the Company, any payments by the Company provided for in this Indenture or in any of the Securities may be made by electronic funds transfer. 


        Section 1002.    Maintenance of Office or Agency.    The Company will maintain in each Place of Payment for any
series of Securities an office or agency where Registered Securities of that series may be surrendered for registration of transfer or exchange and a Place of Payment where (subject to  Sections 305 and
307) Securities may be presented for payment or exchange and where notices and demands
to or upon the Company in respect of the Securities of that series and this Indenture may be served. Unless otherwise specified pursuant to  Section 301 with respect to any such series, the Company
shall maintain such offices or agencies in connection with each series in the Borough of 


46





 




Manhattan, The City of New York, State of New York. With respect to any series of Securities issued in whole or in part as Unregistered Securities, the Company shall maintain one or more Paying
Agents located outside the United States and its possessions and shall maintain such Paying Agents for a period of one year after the principal of such Unregistered Securities has become due and
payable. During any period thereafter for which it is necessary in order to conform to United States tax law or regulations, the Company will maintain a Paying Agent outside the United States and its
possessions to which the Unregistered Securities or coupons appertaining thereto may be presented for payment and will provide the necessary funds therefor to such Paying Agent upon reasonable notice.
The Security Registrar shall keep a register with respect to each series of Securities issued in whole or in part as Registered Securities and to their transfer and exchange. The Company may appoint
one or more co-Security Registrars acceptable to the Trustee and one or more additional Paying Agents for each series of Securities, and the Company may terminate the appointment of any
co-Security Registrar or Paying Agent at any time upon written notice. The term "Security Registrar" includes any co-Security Registrar. The term "Paying Agent" includes any
additional Paying Agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. Subject to  Section 305, if the Company fails to maintain a Security
Registrar or Paying Agent, the Trustee shall act as such. The Company will give prompt
written notice to the Trustee of the location, and any change in the location, of 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 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 such
purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company
will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 


        In
the case of Original Issue Discount Securities of a series, the Company shall, prior to any Redemption Date or any Repayment Date applicable thereto, furnish the Trustee with an
Officer's Certificate stating the amount of principal to be paid to a Holder of $1,000 principal amount of such Securities. 


        Section 1003.    Money for Securities Payments to Be Held in Trust.    If the Company shall at any time act as
its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 


        Whenever
the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to (and if on, then before 11:00 a.m. (New York City time)) each due
date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient (in immediately available funds, if payment is made on the due
date) to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 


47





 



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



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


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


        (3)  at
any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent. 




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


        Any
money deposited with the Trustee or any Paying Agent, or received by the Trustee in respect of Eligible Obligations deposited with the Trustee pursuant to  Section 401, 403 or 1007, or then held by the
Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security of any series and remaining unclaimed for two years (less a day) after such principal (and
premium, if any) or 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, may at the expense of the Company cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 



        Section 1004.    Corporate Existence.    Subject to Article VIII, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve any such right or franchise if the 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 1005.    Defeasance of Certain Obligations.    The Company may omit to comply with any term, provision
or condition set forth in the covenants or restrictions specified for such Securities pursuant to Section 301 with respect to the Securities of
any series or any Tranche thereof, or any portion of the principal amount thereof, provided that the following conditions shall have been satisfied: 



        (1)  With
reference to this Section, the Company has deposited or caused to be irrevocably deposited (except as provided in  Section 402) with the Trustee as trust funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders
of such Securities or portions thereof, (i) money in an amount, or (ii) if Securities of such series are not subject to repayment at the option of Holders, (A) Eligible
Obligations which through the payment of 



48





 


interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this
subparagraph (1) money in an amount, or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on
the Outstanding Securities of such series or portions thereof on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably
designated by the Company pursuant to subparagraph (7) of this Section and (y) any mandatory sinking fund payments applicable to the Securities of such series or portions thereof on the
day on which such payments are due and payable in accordance with the terms of the Indenture and of such Securities or portions thereof; 


        (2)  Such
deposit shall not, as specified in an Opinion of Counsel, cause the Trustee with respect to the Securities of such series to have a conflicting interest as defined
in Section 608 and for purposes of the Trust Indenture Act with respect to the Securities of such series; 



        (3)  Such
deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a
party or by which it is bound; 


        (4)  No
Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be
continuing on the date of such deposit and no Event of Default specified in Section 501(6) or (7)
shall have occurred at any time from the date of such deposit to the 91st calendar day thereafter (it being understood that this condition to defeasance may not be satisfied until such 91st calendar
day after the date of deposit); 


        (5)  The
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such series will not recognize income, gain or loss
for Federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to Federal income tax on the same amount and in the same manner and at the same
times, as would have been the case if such deposit and defeasance had not occurred; 



        (6)  The
Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to
the defeasance contemplated by this Section have been met; and 


        (7)  If
the Company has deposited or caused to be deposited money or Eligible Obligations to pay or discharge the principal of (and premium, if any) and interest on the
Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (1) of this Section, such Redemption Date shall be irrevocably designated by a Board Resolution
delivered to the Trustee on or prior to the date of deposit of such money or Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee
give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with  Section 1104. 




        Section 1006.    Statement by Officers as to Default.    The Company will deliver to the Trustee, within
120 days after each December 31 following the date hereof, a written statement signed by the Chairman of the Board, a Vice Chairman, the President, Senior Vice President or a Vice
President and by the Treasurer, an Assistant Treasurer, the Controller or an Assistant Controller of the Company stating, as to each signer thereof, that 



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



49





 

        (2)  to
the best of his knowledge, based on such review, the Company has fulfilled all its obligations under this Indenture throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof. 




        Section 1007.    Waiver of Certain Covenants.    (a) The Company may omit in any particular instance to comply
with any term, provision or condition set forth in (i) any additional covenants or restrictions specified with respect to the Senior Securities of any series, or any Tranche thereof, as
contemplated by Section 301 if before the time for such compliance the Holders of not less than a majority in aggregate principal amount (or such
larger proportion as may be required in respect of waiving a past default of any such additional covenant or restriction) of the Outstanding Securities of all series and Tranches with respect to which
such covenant or restriction was so specified, considered as one class, shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term,
provision or condition and (ii) Sections 1002, 1004 and 1006 and  Article VIII if before the time
for such compliance the Holders of at least a majority in principal amount of Senior Securities Outstanding under
this Indenture shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition; but, in the case of (i) or
(ii) of this paragraph (a), no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 


        (b)  The
Company may omit in any particular instance to comply with any term, provision or condition set forth in (i) any additional covenants or restrictions
specified with respect to the Subordinated Securities of any series, or any Tranche thereof, as contemplated by Section 301 if before the time
for such compliance the Holders of not less than a majority in aggregate principal amount (or such larger proportion as may be required in respect of waiving a past default of any such additional
covenant or restriction) of the Outstanding Securities of all series and Tranches with respect to which such covenant or restriction was so specified, considered as one class, shall, by Act of such
Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition and (ii) Sections 1002,
1004 and 1006 and Article VIII if before the time for such compliance the
Holders of at least a majority in principal amount of Subordinated Securities Outstanding under this Indenture shall, by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition; but, in the case of (i) or (ii) of this paragraph (b), no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision
or condition shall remain in full force and effect. 


 
 

ARTICLE XI
  
    REDEMPTION OF SECURITIES    
  


        Section 1101.    Applicability of Article.    Securities of any series, or any Tranche thereof, which are
redeemable before their Stated Maturity (or, if the principal of the Securities of any series is payable in installments, the Stated Maturity of the final installment of the principal thereof) shall
be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series or
Tranche) in accordance with this Article. 


        Section 1102.    Election to Redeem; Notice to Trustee.    The election of the Company to redeem any Securities
shall be evidenced by a Board Resolution or an Officer's Certificate. In case of any redemption at the election of the Company of less than all the Securities of any series, the Company shall, at
least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice 


50





 




shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series or Tranche to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officer's
Certificate and, where reasonably required by the Trustee, an Opinion of Counsel evidencing compliance with such restriction. 


        Section 1103.    Selection by Trustee of Securities to Be Redeemed.    If less than all the Securities of any
series, or any Tranche thereof, 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 not previously called for redemption, by such method as is provided for any particular series, or, in the absence of any such provision, by such method as the
Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or Tranche or any
integral multiple thereof) of the principal amount of Securities of such series or Tranche of a denomination larger than the minimum authorized denomination for Securities of that series or Tranche;  provided, however, that if, as indicated in an Officer's Certificate, the Company shall have offered to
purchase all or any principal amount of the Securities then Outstanding of any series, or any Tranche thereof, and less than all of such Securities as to which such offer was made have been tendered
to the Company for such purchase, the Trustee, if so directed by Company Order, shall select for redemption all or any principal amount of such Securities that have not been so tendered. 



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


        Section 1104.    Notice of Redemption.    Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register. 


        If
Unregistered Securities are to be redeemed, notice of redemption shall be published in an Authorized Newspaper in The City of New York and, if such Securities to be redeemed are
listed on any stock exchange outside of the United States, in the city in which such stock exchange is located, or in such other city or cities as may be specified in the Securities, once in each of
two different calendar weeks, the first publication to be not less than 30 nor more than 90 days before the redemption date. 



        All
notices of redemption shall state: 



        (1)  the
Redemption Date, 


        (2)  the
Redemption Price, or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time of notice is
given, 


        (3)  if
less than all the Outstanding Securities of any series or Tranche are to be redeemed, the identification (and, in the case of partial redemption, the principal
amounts) of the particular Securities to be redeemed, and the portion of the principal amount of any Security to be redeemed in part and, in the case of any such Security of such series to be redeemed
in part, that, on and after the Redemption Date, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the remaining unpaid principal amount thereof
will be issued as provided in Section 1106, 



51





 




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


        (5)  the
place or places where such Securities and all unmatured coupons are to be surrendered for payment of the Redemption Price and accrued interest, if any, 


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


        (7)  the
CUSIP 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 numbers, and the redemption of such Securities shall not be affected by any defect in or omission of such number, and 



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




        Unless
otherwise specified with respect to any Securities in accordance with Section 301, with respect to any notice of redemption
of Securities at the election of the Company, unless, upon the giving of such notice, such Securities shall be deemed to have been paid in accordance with  Section 401, such notice may state that
such redemption shall be conditional upon the receipt by the Paying Agent or Agents for such Securities,
on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any, on such Securities and that if such money shall not have been
so received such notice shall be of no force or effect and the Company shall not be required to redeem such Securities. In the event that such notice of redemption contains such a
condition and such money is not so received, the redemption shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which the notice of redemption was given,
that such money was not so received and such redemption was not required to be made, and the Paying Agent or Agents for the Securities otherwise to have been redeemed shall promptly return to the
Holders thereof any of such Securities that had been surrendered for payment upon such redemption. 


        Notice
of redemption of Securities to be redeemed at the election of the Company, and any notice of non-satisfaction of a condition for redemption as aforesaid, shall be
given by the Company or, at the Company's request, by the Security Registrar in the name and at the expense of the Company and shall be irrevocable. Notice of mandatory redemption of Securities shall
be given by the Security Registrar in the name and at the expense of the Company. 


        Section 1105.    Securities Payable on Redemption Date.    Notice of redemption having been given as aforesaid
(and subject to the penultimate paragraph of Section 1104), the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Securities,
or portions thereof, if interest-bearing, shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security together with all unmatured
coupons, if any, shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date but in the case of Unregistered Securities installments of
interest due on or prior to the Redemption Date will be payable to the bearers of the coupons for such interest by check or draft upon surrender of such coupons; provided,
however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of  Section 307. 


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


52





 



        Section 1106.    Securities Redeemed in Part.    Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee
duly executed by, the Holder thereof or his or her attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered. 


 
 

ARTICLE XII
  
    SINKING FUNDS    
  


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



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



        Section 1202.    Satisfaction of Sinking Fund Payments With Securities.    The Company (1) may deliver
Outstanding Securities of a series or Tranche (other than any previously called for redemption) together, in the case of Unregistered Securities, with all unmatured coupons appertaining thereto, and
(2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series
required to be made pursuant to the terms of such Securities as provided for by the terms of such series, provided that such Securities have not been
previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 


        Section 1203.    Redemption of Securities for Sinking Fund.    Not less than 45 days prior to each
sinking fund payment date for any series of Securities, or any Tranche thereof, the Company will deliver to the Trustee an Officer's 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 and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. If the Company has not delivered such Officer's Certificate and, to the extent applicable, all such Securities, the next succeeding sinking fund payment for such series or Tranche shall be
made entirely in cash in the amount of the mandatory sinking fund payment. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in
the name of and at the expense of the Company in the manner provided in  Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the
manner stated in  Sections 1106 and 1107. 


53





 


 
 

ARTICLE XIII
  
    REPAYMENT OF SECURITIES AT OPTION OF HOLDERS    
  


        Section 1301.    Applicability of Article.    Securities of any series or Tranche that are repayable before
their Stated Maturity at the option of the Holders shall be repayable in accordance with their terms and (except as otherwise specified as contemplated by  Section 301 for Securities of any series)
in accordance with this Article. 



        Section 1302.    Notice of Repayment Date.    Notice of any Repayment Date with respect to Securities of any
series or Tranche thereof shall be given by the Company not less than 45 nor more than 60 days prior to such Repayment Date (or at such other times as may be specified for such repayment or
repurchase pursuant to Section 301 of this Indenture) to each Holder of Securities of such series in accordance with  Section 106. 



        The
notice as to the Repayment Date shall state (unless otherwise specified for such repayment or repurchase pursuant to  Section 301 of this Indenture): 



        (1)  the
Repayment Date, which date shall be no earlier than 30 days and no later than 60 days from the date on which such notice is mailed; 


        (2)  the
principal amount of the Securities required to be repaid or repurchased and the Repayment Price (or the formula pursuant to which the Repayment Price is to be
determined if the Repayment Price cannot be determined at the time the notice is given); 



        (3)  the
place or places where such Securities are to be surrendered for payment of the Repayment Price, and accrued interest, if any, and the date by which Securities must
be so surrendered in order to be repaid or repurchased; 


        (4)  that
any Security not tendered or accepted for payment shall continue to accrue interest; 


        (5)  that,
unless the Company defaults in making such payment or the Paying Agent is prohibited from paying such money to the Holders on that date pursuant to the terms of
this Indenture, Securities accepted for payment pursuant to any such offer of repayment or repurchase shall cease to accrue interest after the Repayment Date; 



        (6)  that
Holders electing to have a Security repaid or purchased pursuant to such offer may elect to have all or any portion of such Security purchased; 


        (7)  that
Holders electing to have a Security repaid or repurchased pursuant to any such offer shall be required to surrender the Security, with such customary documents of
surrender and transfer as the Company may reasonably request, duly completed, or transfer by book-entry transfer, to the Company or the Paying Agent at the address specified in the notice
at least two Business Days prior to the Repayment Date; 


        (8)  that
Holders shall be entitled to withdraw their election if the Company or the Paying Agent, as the case may be, receives, not later than the expiration of the offer to
repay or repurchase, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such
Holder is withdrawing its election to have such Security purchased; 


        (9)  that,
in the case of a repayment or repurchase of less than all Outstanding Securities of a series or Tranche thereof, the method of selection of Securities to be repaid
or repurchased to be applied by the Trustee if the principal amount of properly tendered Securities exceeds the principal amount of the Securities to be repaid or repurchased; 



54





 




        (10) that
Holders whose Securities are purchased only in part shall be issued new Securities of the same series or Tranche thereof equal in principal amount to the
unpurchased portion of the Securities surrendered (or transferred by book-entry transfer); and 



        (11) the
CUSIP or other identification number, if any, printed on the Securities being repurchased and that no representation is made as to the correctness or accuracy of
the CUSIP or other identification number, if any, listed in such notice or printed on the Securities. 




        Section 1303.    Securities Payable on Repayment Date.    The form of option to elect repurchase or repayment
having been delivered as specified in the form of Security for such series, the Securities of such series or Tranche so to be repaid (after application of the method of selection described pursuant to
clause (9) of Section 1302, if the principal amount of properly tendered Secruities exceeds the principal amount of the Securities to be repaid or repurchased) shall, on the Repayment
Date, become due and payable at the Repayment Price applicable thereto and from and after such date (unless the Company shall default in the payment of the Repayment Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for repayment in accordance with said notice, such Security shall be paid by the Company at the Repayment Price together
with accrued interest, if any, to the Repayment Date; provided, however, that if a Security is repaid or repurchased on or after a Record Date but on or
prior to the Stated Maturity of any installments of interest, then any accrued and unpaid interest due on such Stated Maturity shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of  Section 307. 


        If
any Security shall not be paid upon surrender thereof for repayment, the principal (and premium, if any) shall, until paid, bear interest from the Repayment Date at the rate
prescribed therefor in such Security. 


        Section 1304.    Securities Repaid in Part.    Any Security which by its terms may be repaid in part at the
option of the Holder and which is to be repaid only in part shall be surrendered at any office or agency of the Company designated for that purpose pursuant to  Section 1002 (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of the same series, as provided in Section 305, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unrepaid portion of the principal of the Security so surrendered. 






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


55










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



	

 	
 	

LODGENET ENTERTAINMENT CORPORATION
	

[CORPORATE SEAL]	
 	

 	
 	

 
	

 	
 	

By	
 	

    
 Senior Vice President, Chief Financial Officer
	

Attest:	
 	

 	
 	

 
	



    
 Secretary	

 	



 	

 	



 










	STATE OF SOUTH DAKOTA	)
	 	)    ss:
	CITY AND COUNTY OF [        ]	)





        On
the            day of [            ] 2002, before me personally
came            , to me known, who, being by me duly sworn, did depose and say that
he is Secretary of LODGENET ENTERTAINMENT CORPORATION, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instruments is such corporate seal; that it was so affixed by authority of the By-Laws of said corporation, and that he signed his name thereto by authority of the Board of
Directors of said corporation. 



	 	 	    






   

   

    







 
 

LodgeNet Entertainment Corporation
  Reconciliation and tie between Trust Indenture Act of 1939 and
  Indenture, dated as of    , 2002    
  



	Trust Indenture

Act Section
 
	 	Indenture Sections

	§    310(a)(1)	 	609
	            (a)(2)	 	609
	            (a)(3)	 	Not Applicable
	            (a)(4)	 	Not Applicable
	            (a)(5)	 	609
	            (b)	 	608

610
	§    311(a)	 	613(a)
	            (b)	 	613(b)
	            (b)(2)	 	703(a)(2)

703(b)
	§    312(a)	 	701

702(a)
	            (b)	 	702(b)
	            (c)	 	702(c)
	§    313(a)	 	703(a)
	            (b)	 	703(b)
	            (c)	 	703(a), 703(b)
	            (d)	 	703(c)
	§    314(a)	 	704
	            (b)	 	Not Applicable
	            (c)(1)	 	102
	            (c)(2)	 	102
	            (c)(3)	 	Not Applicable
	            (d)	 	Not Applicable
	            (e)	 	102
	§    315(a)	 	601(a)
	            (b)	 	602

703(a)(7)
	            (c)	 	601(b)
	            (d)	 	601(c)
	            (d)(l)	 	601(a)(1)
	            (d)(2)	 	601(c)(2)
	            (d)(3)	 	601(c)(3)
	            (e)	 	514
	§    316(a)	 	101
	            (a)(1)(A)	 	502

512
	            (a)(1)(B)	 	513
	            (a)(2)	 	Not Applicable
	            (b)	 	508
	            (c)	 	104(g)
	§    317(a)(l)	 	503
	            (a)(2)	 	504
	            (b)	 	1003
	§    318(a)	 	107







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









QuickLinks


TABLE OF CONTENTS


RECITALS OF THE COMPANY

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

ARTICLE II SECURITY FORMS

ARTICLE III THE SECURITIES



ARTICLE IV SATISFACTION AND DISCHARGE

ARTICLE V REMEDIES

ARTICLE VI THE TRUSTEE


ARTICLE VII HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

ARTICLE IX SUPPLEMENTAL INDENTURES

ARTICLE X COVENANTS

ARTICLE XI REDEMPTION OF SECURITIES

ARTICLE XII SINKING FUNDS

ARTICLE XIII REPAYMENT OF SECURITIES AT OPTION OF HOLDERS


LodgeNet Entertainment Corporation Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of , 2002