exv4w2



 




Exhibit 4.2












LodgeNet Entertainment Corporation




To




HSBC Bank USA




Trustee




_________________




Indenture




Dated as of June 18, 2003




_________________














 







 


TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Page
	 	 	 	 	 	 	 	

	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	 	Section 101.
	 	Definitions	 	 	1	 
	 	Section 102.
	 	Compliance Certificates and Opinions	 	 	7	 
	 	Section 103.
	 	Form of Documents Delivered to Trustee	 	 	7	 
	 	Section 104.
	 	Acts of Holders	 	 	8	 
	 	Section 105.
	 	Notices, Etc, to Trustee and Company	 	 	9	 
	 	Section 106.
	 	Notice to Holders; Waiver	 	 	9	 
	 	Section 107.
	 	Conflict With Trust Indenture Act	 	 	9	 
	 	Section 108.
	 	Effect of Headings and Table of Contents	 	 	10	 
	 	Section 109.
	 	Successors and Assigns	 	 	10	 
	 	Section 110.
	 	Separability Clause	 	 	10	 
	 	Section 111.
	 	Benefits of Indenture	 	 	10	 
	 	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	 	 	15	 
	 	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	 	 	18	 
	 	Section 308.
	 	Persons Deemed Owners	 	 	20	 
	 	Section 309.
	 	Cancellation	 	 	20	 
	 	Section 310.
	 	Computation of Interest	 	 	20	 
	 	Section 311.
	 	Global Securities; Exchanges; Registration and Registration of Transfer	 	 	20	 
	 	Section 312.
	 	Extension of Interest Payment	 	 	21	 
	ARTICLE IV SATISFACTION AND DISCHARGE
	 	 	21	 
	 	Section 401.
	 	Satisfaction and Discharge of Indenture	 	 	21	 
	 	Section 402.
	 	Application of Trust Money	 	 	22	 
	 	Section 403.
	 	Satisfaction, Discharge and Defeasance of Securities of Any Series	 	 	23	 
	ARTICLE V REMEDIES
	 	 	24	 
	 	Section 501.
	 	Events of Default	 	 	24	 
	 	Section 502.
	 	Acceleration of Maturity; Rescission and Annulment	 	 	25	 
	 	Section 503.
	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	 	27	 



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Table of Contents

(Continued)




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Page
	 	 	 	 	 	 	 	

	 	Section 504.
	 	Trustee May File Proofs of Claim	 	 	27	 
	 	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	 	 	29	 
	 	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	 	 	34	 
	 	Section 609.
	 	Corporate Trustee Required; Eligibility	 	 	34	 
	 	Section 610.
	 	Resignation and Removal; Appointment of Successor	 	 	34	 
	 	Section 611.
	 	Acceptance of Appointment by Successor	 	 	36	 
	 	Section 612.
	 	Merger, Conversion, Consolidation or Succession to Business	 	 	36	 
	 	Section 613.
	 	Preferential Collection of Claims Against Company	 	 	37	 
	 	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	 	 	39	 
	 	Section 704.
	 	Reports by Company	 	 	39	 
	ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
	 	 	40	 
	 	Section 801.
	 	Company May Consolidate, Etc. Only on Certain Terms	 	 	40	 
	 	Section 802.
	 	Successor Corporation Substituted	 	 	41	 
	ARTICLE IX SUPPLEMENTAL INDENTURES
	 	 	41	 
	 	Section 901.
	 	Supplemental Indentures Without Consent of Holders	 	 	41	 
	 	Section 902.
	 	Supplemental Indentures With Consent of Holders	 	 	42	 
	 	Section 903.
	 	Execution of Supplemental Indentures	 	 	44	 
	 	Section 904.
	 	Effect of Supplemental Indentures	 	 	44	 



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Table of Contents

(Continued)




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Page
	 	 	 	 	 	 	 	

	 	Section 905.
	 	Conformity With Trust Indenture Act	 	 	44	 
	 	Section 906.
	 	Reference in Securities to Supplemental Indentures	 	 	44	 
	 	Section 907.
	 	Revocation and Effect of Consents	 	 	44	 
	 	Section 908.
	 	Modification Without Supplemental Indenture	 	 	44	 
	ARTICLE X COVENANTS
	 	 	45	 
	 	Section 1001.
	 	Payment of Principal, Premium and Interest	 	 	45	 
	 	Section 1002.
	 	Maintenance of Office or Agency	 	 	45	 
	 	Section 1003.
	 	Money for Securities Payments to Be Held in Trust	 	 	46	 
	 	Section 1004.
	 	Corporate Existence	 	 	47	 
	 	Section 1005.
	 	Defeasance of Certain Obligations	 	 	47	 
	 	Section 1006.
	 	Statement by Officers as to Default	 	 	48	 
	 	Section 1007.
	 	Waiver of Certain Covenants	 	 	49	 
	ARTICLE XI REDEMPTION OF SECURITIES
	 	 	49	 
	 	Section 1101.
	 	Applicability of Article	 	 	49	 
	 	Section 1102.
	 	Election to Redeem; Notice to Trustee	 	 	49	 
	 	Section 1103.
	 	Selection by Trustee of Securities to Be Redeemed	 	 	50	 
	 	Section 1104.
	 	Notice of Redemption	 	 	50	 
	 	Section 1105.
	 	Securities Payable on Redemption Date	 	 	51	 
	 	Section 1106.
	 	Securities Redeemed in Part	 	 	51	 
	ARTICLE XII SINKING FUNDS
	 	 	52	 
	 	Section 1201.
	 	Applicability of Article	 	 	52	 
	 	Section 1202.
	 	Satisfaction of Sinking Fund Payments With Securities	 	 	52	 
	 	Section 1203.
	 	Redemption of Securities for Sinking Fund	 	 	52	 
	ARTICLE XIII REPAYMENT OF SECURITIES AT OPTION OF HOLDERS
	 	 	52	 
	 	Section 1301.
	 	Applicability of Article	 	 	52	 
	 	Section 1302.
	 	Notice of Repayment Date	 	 	53	 
	 	Section 1303.
	 	Securities Payable on Repayment Date	 	 	54	 
	 	Section 1304.
	 	Securities Repaid in Part	 	 	54	 



iii









 


     INDENTURE, dated as of June 18, 2003, 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 HSBC Bank USA, a
New York banking corporation (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


1









 




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 at the present time is located at 452 Fifth Avenue, New York, New York
10016.



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



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



2









 


     “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
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.



     “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 two Authorized
Officers and delivered to the Trustee. One of the officers signing an
Officers’ Certificate given pursuant to Section 1006 shall be the principal
executive, financial or accounting officer of the Company.



3









 


     “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 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
protected 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.



4









 


     “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, limited liability company,
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.



     “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 Office or any other successor group of the
Trustee, with direct responsibility for the administration of this Indenture.



     “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.



5









 


     “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 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; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, the “Trust Indenture Act” shall mean, to the
extent required by any such amendment, the Trust Indenture Act of 1933 as so
amended.



     “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


6








 




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 such action is authorized
or permitted by this Indenture and that all such conditions precedent, if any,
have been met, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.



     Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than 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.





7










 




     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, 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


8







 




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: Issuer
Services, facsimile: 212-525-1300, or
	 
	 	     (2) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office specified in the
first paragraph of this 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.



9







 



     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.




     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.



10







 


     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).”



     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.




	 	 	 	 	 
	 	 	HSBC Bank USA,

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;



11







 







		
	 	     (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
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;



12







 







		
	 	     (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
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 



13







 





		
	 	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;
	 
	 	     (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


14







 




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 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


15







 




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 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.



16







 


     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.




     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 or the Trustee 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.





17









 



          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 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 protected 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.




          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


18







 




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.




		
	 	          (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


19







 




 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 in accordance with
the Trustee’s customary procedures, and, upon written request, 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.




          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


20







 




 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 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 301 with respect to such
Securities. If the Company ever so extends any such interest payment period,
the Company shall promptly notify the Trustee in writing.





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



21







 




		
	 	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.



          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.



22







 


          (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 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



23







 




		
	 	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;




		
	 	          (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; and




		
	 	          (l)     If the Trustee or Paying Agent is unable to apply any Dollars or
non-callable US. Government Obligations in accordance with Section 401,
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then
the Company’s obligations under this Indenture will be revised and
reinstated as though no deposit had occurred pursuant to Section 401
hereof until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with Section 401 hereof; provided,
however, that, if the Company makes any payment of principal of, premium,
if any, or interest on any Securities following the reinstatement of its
obligations, the Company will be subrogated to the rights of the Holders
of such Securities to receive such payment from the money held by the
Trustee or Paying Agent.





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


24







 




 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





		
	 	          (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


25







 




 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.



          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,



26







 





		
	 	          (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.




          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



27







 





		
	 	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.



          In connection with any filing of any claims pursuant to Section 317(a)(2)
of the Trust Indenture Act (i) the Trustee shall be entitled to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same, (ii) unless prohibited by law or applicable
regulation, to vote on behalf of the Holders for the election of a trustee in
bankruptcy or other similar official, and any receiver trustee or similar
official in any proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, if the Trustee consents to the making of such
payments directly to the Holders, to pay to the Trustee any amounts due it for
reasonable compensation, expenses, disbursements and advances of the Trustee or
any predecessor Trustee under Section 606.




          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.



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





28









 




     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.




     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


29







 




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. Subject to Section 502, 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 granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.



30







 




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 willful 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


31







 




the city in
which such stock exchange is located) notice of such default hereunder known to
the Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal
of (or premium, if any) or interest 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 301
and 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;





		
	 	     (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 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;



32







 





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





		
	 	     (i)     the Trustee shall not be charged with knowledge of any default
or Event of Default with respect to the Securities, unless either (1) a
Responsible Officer shall have actual knowledge of such default or Event
of Default or (2) written notice of such default or Event of Default
shall have been given to the Trustee by the Company or by any Holders of
the Securities; and





		
	 	     (j)     the permissive rights of the Trustee enumerated herein shall not
be construed as duties.




     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


33







 




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.



     When the Trustee incurs any expenses or renders any services after the
occurrence of an Event of Default specified in Section 501(5) and (6), such
expenses and the compensation for such services are intended to constitute
expenses of administration under the United States Bankruptcy Code (Title 11 of
the United States Code) or any similar federal or state law for the relief of
debtors.



     The obligations of the Company under this Section to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture and the removal and resignation of the Trustee.




     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 as of December 19,
1996, as amended by the first supplemental indenture dated as of October 15,
1998 and as further amended by the second supplemental indenture dated as of
June 12, 2003 between the Company and the Trustee providing for the issuance by
the Company of $150,000,000 aggregate principal amount of its 10 1/4% Senior
Notes due 2006.




     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:



34







 






		
	 	     (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 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


35







 




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.



     (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


36







 




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.



     (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


37







 




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.



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



     If an appointment with respect to one or more series, 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.




	 	 	HSBC Bank USA,

as Trustee


	 	By	 
	 	 	

	 	 	As Authenticating Agent
	 	By	 
	 	 	

	 	 	Authorized Officer




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



     (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
any disclosure or information as to the names and addresses of Holders made
pursuant to the Trust Indenture Act.



     Section 703. Reports by Trustee. (a) Within 60 days after May 15 of each
year commencing with the year 2004, 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



39







 




		
	 	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; and

	 
	 	     (3) 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 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



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	 	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.





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



41







 




		
	 	     (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;
	 
	 	     (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


42







 



 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 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.



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     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, in addition to the
documents required by Section 102, 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.




     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


44







 



 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.





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


45







 



 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 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.



46







 



     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 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



47







 




		
	 	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



48







 




		
	 	     (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 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


49







 



 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,
	 
	 	     (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,



50







 




		
	 	     (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.



     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


51







 



 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.





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.



52







 



     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;
	 
	 	     (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.



53







 



     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
Securities 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.



54







 



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




	 	 	 	 	 
	 	 	LODGENET ENTERTAINMENT CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	 

Senior Vice President, Chief Financial Officer
	Attest:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	

Secretary	 	 	 	 



55







 




	 	 	 	 	 
	 	 	Signature page to Indenture dated as of
June 18, 2003 between LodgeNet
Entertainment Corporation and HSBC Bank
USA, as Trustee
	 	 	 	 	 
	 	 	HSBC BANK USA, as Trustee
	 	 	 	 	 
	 	 	
By:
 

Name:
	 	 

	 	 	
Title:	 	 



56






 


LodgeNet Entertainment Corporation

Reconciliation and tie between Trust Indenture Act of 1939 and

Indenture dated as of June 18, 2003




	 	 	 	 
	Trust Indenture	 	 
	Act Section	 	Indenture Sections
	
	 	

	§ 310	(a)(1)	 	609
	 	(a)(2)	 	609
	 	(a)(3)	 	Not Applicable
	 	(a)(4)	 	Not Applicable
	 	(a)(5)	 	609
	 	 	 	608
	 	(b)	 	610
	§ 311	(a)	 	613(a)
	 	(b)	 	613(b)
	 	 	 	703(a)(2)
	 	(b)(2)	 	703(b)
	 	 	 	701
	§ 312	(a)	 	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)
	 	 	 	602
	 	(b)	 	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
	 	 	 	502
	 	(a)(1)(A)	 	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.