Exhibit 4.1 


	
  

 	
  

 	
  

 
	

 


 
	
  

 
	
 CIT GROUP INC.,

 
	
 Issuer,

 
	
  

 
	
  

 
	
 and

 
	
  

 
	
  

 
	
 WILMINGTON TRUST, NATIONAL ASSOCIATION,

 
	
 Trustee,

 
	
  

 
	
  

 
	
 and

 
	
  

 
	
  

 
	
 DEUTSCHE BANK TRUST COMPANY AMERICAS, 

 
	
 Paying Agent, Security Registrar and
 Authenticating Agent

 
	
  

 
	
  

 
	
  

 	

 


 	
  

 
	
  

 
	
  

 
	
 INDENTURE

 
	
  

 
	
  

 
	
  

 	

 


 	
  

 
	
  

 
	
  

 
	
 Dated as of March 15, 2012

 
	
  

 
	
 Senior Debt Securities

 
	
  

 
	

 


 









Reconciliation and tie between

Trust Indenture Act of 1939 (the “Trust Indenture Act”) 

and Indenture


	
  

 	
  

 	
  

 	
  

 
	
 Trust
 Indenture Act

 Section

 	
  

 	
  

 	
 Indenture

 Section

 
	

 


 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 § 310(a)(1)

 	
  

 	
 6.8

 
	
 (a)(2)

 	
  

 	
 6.8

 
	
 (b)

 	
  

 	
 6.8

 
	
 § 311

 	
  

 	
 6.7

 
	
 § 312(a)

 	
  

 	
 7.1

 
	
 (b)

 	
  

 	
 7.2

 
	
 (c)

 	
  

 	
 7.2

 
	
 § 313(a)

 	
  

 	
 7.3

 
	
 (c)

 	
  

 	
 7.3

 
	
 (d)

 	
  

 	
 7.3

 
	
 § 314(a)

 	
  

 	
 7.4

 
	
 (c)(l)

 	
  

 	
 1.2

 
	
 (c)(2)

 	
  

 	
 1.2

 
	
 (e)

 	
  

 	
 1.2

 
	
 (f)

 	
  

 	
 1.2

 
	
 § 315(a)-(d)

 	
  

 	
 3.3,
 6.2

 
	
 (b)

 	
  

 	
 6.3

 
	
 (c)

 	
  

 	
 6.1(2)

 
	
 (d)

 	
  

 	
 6.1(3)

 
	
 (e)

 	
  

 	
 5.15

 
	
 § 316(a)(last sentence)

 	
  

 	
 1.1

 
	
 (a)(l)(A)

 	
  

 	
 5.12

 
	
 (a)(1)(B)

 	
  

 	
 5.13

 
	
 (b)

 	
  

 	
 5.8

 
	
 § 317(a)(1)

 	
  

 	
 5.3

 
	
 (a)(2)

 	
  

 	
 5.4

 
	
 (b)

 	
  

 	
 10.3

 
	
 § 318(a)

 	
  

 	
 1.9

 



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





TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	

 


 
	
 ARTICLE
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 DEFINITIONS
 AND OTHER PROVISIONS OF GENERAL APPLICATION

 
	
  

 
	
 Section 1.1.

 	
  

 	
 Definitions

 	
  

 	
 1

 
	
 Section 1.2.

 	
  

 	
 Compliance Certificates
 and Opinions

 	
  

 	
 10

 
	
 Section 1.3.

 	
  

 	
 Form of Documents
 Delivered to Trustee

 	
  

 	
 10

 
	
 Section 1.4.

 	
  

 	
 Paying Agent

 	
  

 	
 11

 
	
 Section 1.5.

 	
  

 	
 Acts of Holders

 	
  

 	
 11

 
	
 Section 1.6.

 	
  

 	
 Notices, Etc. to Trustee
 and Company

 	
  

 	
 13

 
	
 Section 1.7.

 	
  

 	
 Notice to Holders of
 Securities; Waiver

 	
  

 	
 13

 
	
 Section 1.8.

 	
  

 	
 Language of Notices

 	
  

 	
 15

 
	
 Section 1.9.

 	
  

 	
 Conflict with Trust
 Indenture Act

 	
  

 	
 15

 
	
 Section 1.10.

 	
  

 	
 Effect of Headings and
 Table of Contents

 	
  

 	
 15

 
	
 Section 1.11.

 	
  

 	
 Successors and Assigns

 	
  

 	
 15

 
	
 Section 1.12.

 	
  

 	
 Separability Clause

 	
  

 	
 15

 
	
 Section 1.13.

 	
  

 	
 Benefits of Indenture

 	
  

 	
 15

 
	
 Section 1.14.

 	
  

 	
 Governing Law

 	
  

 	
 15

 
	
 Section 1.15.

 	
  

 	
 Legal Holidays

 	
  

 	
 15

 
	
 Section 1.16.

 	
  

 	
 Counterparts

 	
  

 	
 16

 
	
 Section 1.17.

 	
  

 	
 Judgment Currency

 	
  

 	
 16

 
	
 Section 1.18.

 	
  

 	
 No Security Interest
 Created

 	
  

 	
 16

 
	
 Section 1.19.

 	
  

 	
 Limitation on Individual
 Liability

 	
  

 	
 16

 
	
 Section 1.20.

 	
  

 	
 Waiver of Jury Trial

 	
  

 	
 17

 
	
 Section 1.21.

 	
  

 	
 Force Majeure

 	
  

 	
 17

 
	
 Section 1.22.

 	
  

 	
 Patriot Act

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 2

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECURITIES
 FORMS

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 2.1.

 	
  

 	
 Forms Generally

 	
  

 	
 17

 
	
 Section 2.2.

 	
  

 	
 Form of Trustee’s
 Certificate of Authentication

 	
  

 	
 18

 
	
 Section 2.3.

 	
  

 	
 Securities in Global Form

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 THE
 SECURITIES

 
	
  

 
	
 Section 3.1.

 	
  

 	
 Amount Unlimited; Issuable
 in Series

 	
  

 	
 18

 
	
 Section 3.2.

 	
  

 	
 Currency; Denominations

 	
  

 	
 21

 
	
 Section 3.3.

 	
  

 	
 Execution, Authentication,
 Delivery and Dating

 	
  

 	
 21

 
	
 Section 3.4.

 	
  

 	
 Temporary Securities

 	
  

 	
 23

 
	
 Section 3.5.

 	
  

 	
 Registration, Transfer and
 Exchange

 	
  

 	
 23

 
	
 Section 3.6.

 	
  

 	
 Mutilated, Destroyed, Lost
 and Stolen Securities

 	
  

 	
 26

 


-i-









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 3.7.

 	
  

 	
 Payment of Interest;
 Rights to Interest Preserved

 	
  

 	
 27

 
	
 Section 3.8.

 	
  

 	
 Persons Deemed Owners

 	
  

 	
 29

 
	
 Section 3.9.

 	
  

 	
 Cancellation

 	
  

 	
 29

 
	
 Section 3.10.

 	
  

 	
 Computation of Interest

 	
  

 	
 29

 
	
 Section 3.11.

 	
  

 	
 CUSIP Numbers

 	
  

 	
 30

 
	
 Section 3.12.

 	
  

 	
 Issuance of Additional
 Securities

 	
  

 	
 30

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 4

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SATISFACTION
 AND DISCHARGE OF INDENTURE;

 
	
 DEFEASANCE
 AND COVENANT DEFEASANCE

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 4.1.

 	
  

 	
 Satisfaction and Discharge

 	
  

 	
 30

 
	
 Section 4.2.

 	
  

 	
 Defeasance and Covenant
 Defeasance

 	
  

 	
 31

 
	
 Section 4.3.

 	
  

 	
 Application of Trust Money

 	
  

 	
 33

 
	
 Section 4.4.

 	
  

 	
 Reinstatement

 	
  

 	
 33

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 5

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 REMEDIES

 
	
  

 
	
 Section 5.1.

 	
  

 	
 Events of Default

 	
  

 	
 33

 
	
 Section 5.2.

 	
  

 	
 Effect of an Event of
 Default

 	
  

 	
 35

 
	
 Section 5.3.

 	
  

 	
 Collection of Indebtedness
 and Suits for Enforcement by Trustee

 	
  

 	
 35

 
	
 Section 5.4.

 	
  

 	
 Trustee May File Proofs of
 Claim

 	
  

 	
 36

 
	
 Section 5.5.

 	
  

 	
 Trustee May Enforce Claims
 without Possession of Securities or Coupons

 	
  

 	
 36

 
	
 Section 5.6.

 	
  

 	
 Application of Money
 Collected

 	
  

 	
 36

 
	
 Section 5.7.

 	
  

 	
 Limitations on Suits

 	
  

 	
 37

 
	
 Section 5.8.

 	
  

 	
 Unconditional Right of
 Holders to Receive Principal and any Premium and Interest

 	
  

 	
 37

 
	
 Section 5.9.

 	
  

 	
 Restoration of Rights and
 Remedies

 	
  

 	
 37

 
	
 Section 5.10.

 	
  

 	
 Rights and Remedies
 Cumulative

 	
  

 	
 38

 
	
 Section 5.11.

 	
  

 	
 Delay or Omission Not
 Waiver

 	
  

 	
 38

 
	
 Section 5.12.

 	
  

 	
 Control by Holders of
 Securities

 	
  

 	
 38

 
	
 Section 5.13.

 	
  

 	
 Waiver of Past Defaults

 	
  

 	
 38

 
	
 Section 5.14.

 	
  

 	
 Waiver of Usury, Stay or
 Extension Laws

 	
  

 	
 38

 
	
 Section 5.15.

 	
  

 	
 Undertaking for Costs

 	
  

 	
 39

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 6

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 THE
 TRUSTEE

 
	
  

 
	
 Section 6.1.

 	
  

 	
 Certain Duties and
 Responsibilities

 	
  

 	
 39

 
	
 Section 6.2.

 	
  

 	
 Certain Rights of Trustee

 	
  

 	
 40

 
	
 Section 6.3.

 	
  

 	
 Notice of Defaults

 	
  

 	
 41

 
	
 Section 6.4.

 	
  

 	
 Not Responsible for
 Recitals or Issuance of Securities

 	
  

 	
 41

 
	
 Section 6.5.

 	
  

 	
 May Hold Securities

 	
  

 	
 42

 
	
 Section 6.6.

 	
  

 	
 Money Held in Trust

 	
  

 	
 42

 
	
 Section 6.7.

 	
  

 	
 Compensation and
 Reimbursement

 	
  

 	
 42

 
	
 Section 6.8.

 	
  

 	
 Corporate Trustee
 Required; Eligibility

 	
  

 	
 43

 


-ii-







	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 6.9.

 	
  

 	
 Resignation and Removal;
 Appointment of Successor

 	
  

 	
 43

 
	
 Section 6.10.

 	
  

 	
 Acceptance of Appointment
 by Successor

 	
  

 	
 44

 
	
 Section 6.11.

 	
  

 	
 Merger, Conversion,
 Consolidation or Succession to Business

 	
  

 	
 45

 
	
 Section 6.12.

 	
  

 	
 Appointment of
 Authenticating Agent

 	
  

 	
 45

 
	
 Section 6.13.

 	
  

 	
 Appointment of
 Attorney-in-Fact

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 7

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 HOLDERS
 LISTS AND REPORTS BY TRUSTEE AND COMPANY

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 7.1.

 	
  

 	
 Names and Addresses of
 Holders

 	
  

 	
 48

 
	
 Section 7.2.

 	
  

 	
 Preservation of
 Information; Communications to Holders

 	
  

 	
 48

 
	
 Section 7.3.

 	
  

 	
 Reports by Trustee

 	
  

 	
 48

 
	
 Section 7.4.

 	
  

 	
 Reports by Company

 	
  

 	
 49

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 8

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CONSOLIDATION,
 AMALGAMATIONS, MERGER AND SALES

 
	
  

 
	
 Section 8.1.

 	
  

 	
 Company May Consolidate,
 Etc., Only on Certain Terms

 	
  

 	
 49

 
	
 Section 8.2.

 	
  

 	
 Successor Person
 Substituted for Company

 	
  

 	
 50

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 9

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SUPPLEMENTAL
 INDENTURES

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 9.1.

 	
  

 	
 General

 	
  

 	
 50

 
	
 Section 9.2.

 	
  

 	
 Consent of Holders

 	
  

 	
 50

 
	
 Section 9.3.

 	
  

 	
 Without Consent of Holders

 	
  

 	
 51

 
	
 Section 9.4.

 	
  

 	
 Execution of Supplemental
 Indentures

 	
  

 	
 52

 
	
 Section 9.5.

 	
  

 	
 Effect of Supplemental
 Indentures

 	
  

 	
 52

 
	
 Section 9.6.

 	
  

 	
 Reference in Securities to
 Supplemental Indentures

 	
  

 	
 53

 
	
 Section 9.7.

 	
  

 	
 Conformity with Trust
 Indenture Act

 	
  

 	
 53

 
	
 Section 9.8.

 	
  

 	
 Notice of Supplemental
 Indenture

 	
  

 	
 53

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 10

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 COVENANTS

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 10.1.

 	
  

 	
 Payment of Principal, any
 Premium, Interest

 	
  

 	
 53

 
	
 Section 10.2.

 	
  

 	
 Maintenance of Office or
 Agency

 	
  

 	
 53

 
	
 Section 10.3.

 	
  

 	
 Money for Securities
 Payments to Be Held in Trust

 	
  

 	
 54

 
	
 Section 10.4.

 	
  

 	
 Liens

 	
  

 	
 55

 
	
 Section 10.5.

 	
  

 	
 Corporate Existence

 	
  

 	
 58

 
	
 Section 10.6.

 	
  

 	
 Waiver of Certain
 Covenants

 	
  

 	
 58

 
	
 Section 10.7.

 	
  

 	
 Company Statement as to
 Compliance; Notice of Certain Defaults

 	
  

 	
 58

 


-iii-









	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 11

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 REDEMPTION
 OF SECURITIES

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 11.1.

 	
  

 	
 Applicability of Article

 	
  

 	
 59

 
	
 Section 11.2.

 	
  

 	
 Election to Redeem; Notice
 to Trustee

 	
  

 	
 59

 
	
 Section 11.3.

 	
  

 	
 Selection by Trustee of
 Securities to be Redeemed

 	
  

 	
 59

 
	
 Section 11.4.

 	
  

 	
 Notice of Redemption

 	
  

 	
 59

 
	
 Section 11.5.

 	
  

 	
 Deposit of Redemption
 Price

 	
  

 	
 61

 
	
 Section 11.6.

 	
  

 	
 Securities Payable on
 Redemption Date

 	
  

 	
 61

 
	
 Section 11.7.

 	
  

 	
 Securities Redeemed in
 Part

 	
  

 	
 62

 
	
 Section 11.8.

 	
  

 	
 Cancellation and
 Destruction of Securities

 	
  

 	
 62

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 12

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SINKING
 FUNDS

 
	
  

 
	
 Section 12.1.

 	
  

 	
 Applicability of Article

 	
  

 	
 62

 
	
 Section 12.2.

 	
  

 	
 Satisfaction of Sinking
 Fund Payments with Securities

 	
  

 	
 62

 
	
 Section 12.3.

 	
  

 	
 Redemption of Securities
 for Sinking Fund

 	
  

 	
 63

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 13

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 REPAYMENT
 AT THE OPTION OF HOLDERS

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 13.1.

 	
  

 	
 Applicability of Article

 	
  

 	
 63

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 14

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SECURITIES
 IN FOREIGN CURRENCIES

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 14.1.

 	
  

 	
 Applicability of Article

 	
  

 	
 63

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE
 15

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MEETINGS
 OF HOLDERS OF SECURITIES

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 15.1.

 	
  

 	
 Purposes for Which
 Meetings May Be Called

 	
  

 	
 64

 
	
 Section 15.2.

 	
  

 	
 Call, Notice and Place of
 Meetings

 	
  

 	
 64

 
	
 Section 15.3.

 	
  

 	
 Persons Entitled to Vote
 at Meetings

 	
  

 	
 64

 
	
 Section 15.4.

 	
  

 	
 Quorum; Action

 	
  

 	
 64

 
	
 Section 15.5.

 	
  

 	
 Determination of Voting
 Rights; Conduct and Adjournment of Meetings

 	
  

 	
 65

 
	
 Section 15.6.

 	
  

 	
 Counting Votes and
 Recording Action of Meetings

 	
  

 	
 66

 
	
 Section 15.7.

 	
  

 	
 Preservation of Rights of
 Trustee and Holders

 	
  

 	
 66

 


-iv-






          INDENTURE,
dated as of March 15, 2012 (the “Base
Indenture”), between CIT Group
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (the “Company”),
Wilmington Trust, National Association, as trustee (the “Trustee”), and Deutsche Bank Trust Company
Americas, as paying agent, security registrar and authenticating agent (the “Agent”).


RECITALS


          The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its debentures, notes or other
evidences of indebtedness (the “Securities”),
unlimited as to principal amount, to bear such rates of interest, to mature at
such time or times, to be issued in one or more series and to have such other
provisions as shall be fixed as hereinafter provided. 


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


          This
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions. 


          NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


          For
and in consideration of the premises and the purchase of the Securities by the
Holders (as herein defined) thereof, it is mutually covenanted, declared and
agreed by and between the parties hereto, for the equal and proportionate
benefit of all Holders of the Securities or of any series thereof and any
Coupons (as herein defined) as follows: 


ARTICLE 1


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


          Section
1.1. Definitions. Except as otherwise specified with respect to any
Securities issued pursuant to Section 3.1, and except as otherwise expressly
provided in or pursuant to this Indenture, or unless the context otherwise
requires, for all purposes of this Indenture: 


          (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 in the United
States of America and, except as otherwise herein expressly provided, the terms
“generally accepted accounting principles” or “GAAP” with respect to any
computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States of America at the
date or time of such computation; 


          (4)
the words “herein,” “hereof,” “hereto” 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; 







          (5)
unless the context otherwise requires, the word “or” is always used inclusively
(for example, the phrase “A or B” means “A or B or both,” not “either A or B
but not both). 


          Certain
terms used principally in certain Articles hereof are defined in those
Articles. 

          “Act” when used with
respect to any Holders, has the meaning specified in Section 1.5. 

          “Additional Securities” has the meaning
specified in Section 3.12. 


          “Affiliate” of any Person means any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such Person. For purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise. For
purposes of this definition, the terms “controlling,”
“controlled by” and “under common control with” have
correlative meanings. In no event shall any Person acquired or formed in
connection with a workout, restructuring or foreclosure in the ordinary course
of business be considered an “Affiliate” of the Company or any of its
subsidiaries. 


          “Authenticating Agent” means any Person
authorized by the Trustee pursuant to Section 6.12 to act on behalf of the
Trustee to authenticate Securities of one or more series. 


          “Authorized Newspaper” means a newspaper, in
an official language of the place of publication or in the English language,
customarily published on each day that is a Business Day in the place of
publication, whether or not published on days that are legal holidays in the
place of publication, and of general circulation in each place in connection
with which the term is used or in the financial community of each such place.
Where successive publications are required to be made in Authorized Newspapers,
the successive publications may be made in the same or in different newspapers
in the same city meeting the foregoing requirements and in each case on any day
that is a Business Day in the place of publication. 


          “Authorized Officer” means, when used with
respect to the Company, the Chairman of the Board of Directors, a Vice
Chairman, the President, the Chief Executive Officer, the Chief Financial
Officer, any Vice President, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company. 


          “Bankruptcy Custodian” has the meaning
specified in Section 5.1(7). 


          “Bankruptcy Law” has the meaning specified
in Section 5.1(7). 


          “Bearer Security” means any Security in the
form established pursuant to Section 2.1 which is payable to bearer. 


          “Board of Directors” means the board of
directors of the Company or any committee thereof duly authorized to act on
behalf of such board. 


          “Board Resolution” means a copy of one or
more resolutions, 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, delivered to the Trustee. 


          “Business Day,” with respect to any Place of
Payment or other location, means any day other than a Saturday, Sunday or other
day on which banking institutions in such Place of Payment or other location
are authorized or obligated by law, regulation or executive order to close. 


-2-







          “Capital Stock” of any Person means any and
all shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) equity of such
Person, including Preferred Stock, but excluding any debt securities
convertible into such equity. 


          “Cash” means money, currency or a credit
balance in any demand or deposit account. 


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


          “Common Stock” in respect of any Corporation
means Capital Stock of any class or classes (however designated) which has no
preference as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
Corporation, and which is not subject to redemption by such Corporation. 


          “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, and any other
obligor upon the Securities. 


          “Company Paid Amount” has the meaning
specified in Section 4.4(3). 


          “Company Request” and “Company Order” mean, respectively, a
written request or order, as the case may be, signed in the name of the Company
by an Authorized Officer, and delivered to the Trustee. 


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


          “Corporate Trust Office” means the principal
corporate trust office of the Trustee at which at any particular time its
corporate trust business shall be administered, which office at the date of
original execution of this Indenture is located at 166 Mercer Street, Suite 2R,
New York, NY 10012, Attn: Boris Treyger, Vice President, or such other address
as the Trustee may designate from time to time by notice to the Holders and the
Company. 


          “Corporation” means corporations and limited
liability companies and, except for purposes of Article 8, associations,
companies and business trusts. 


          “Coupon” means any interest coupon appertaining
to a Bearer Security. 


          “Currency,” with respect to any payment,
deposit or other transfer in respect of the principal of or any premium or
interest on any Security, means Dollars or the Foreign Currency, as the case
may be, in which such payment, deposit or other transfer is required to be made
by or pursuant to the terms hereof or such Security and, with respect to any
other payment, deposit or transfer pursuant to or contemplated by the terms
hereof or such Security, means Dollars. 


          “CUSIP number” means the alphanumeric
designation assigned to a Security by Standard & Poor’s Ratings Service,
CUSIP Service Bureau. 


-3-







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


          “Defaulted Interest” has the meaning
specified in Section 3.7. 


          “Dollars” or “$” means a dollar or other equivalent unit of legal tender for
payment of public or private debts in the United States of America. 


          “Event of Default” has the meaning specified
in Section 5.1. 


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


          “Government Obligations” means securities
which are (i) direct obligations of the United States of America or the other
government or governments which issued the Foreign Currency in which the
principal of or any premium or interest on such Security shall be payable, in
each case where the payment or payments thereunder are supported by the full
faith and credit of such government or governments or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such other government or governments, in
each case where the timely payment or payments thereunder are unconditionally
guaranteed as a full faith and credit obligation by the United States of
America or such other government or governments, and which, in the case of (i)
or (ii), are not callable or redeemable at the option of the issuer or issuers
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of or other amount with respect to
any such Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest on or principal of or other amount with
respect to the Government Obligation evidenced by such depository receipt. 


          “Holder,” in the case of any Registered Security,
means the Person in whose name such Security is registered in the Security
Register and, in the case of any Bearer Security, means the bearer thereof and,
in the case of any Coupon, means the bearer thereof. 


          “Indebtedness” means, with respect to any
Person, such Person’s (i) obligations for borrowed money, (ii) obligations
representing the deferred purchase price of property or services other than
accounts payable arising in the ordinary course of such Person’s business,
(iii) obligations, whether or not assumed, secured by Liens on property now or
hereafter owned or acquired by such Person (other than obligations not for
borrowed money and other than carriers’, warehousemen’s, mechanics’,
repairmen’s or other like nonconsensual statutory Liens arising in the ordinary
course of business), (iv) obligations which are evidenced by notes,
acceptances, or other similar instruments, (v) that portion of capitalized
lease obligations that is properly classified as a liability on a balance sheet
in conformity with generally accepted accounting principles, (vi) contingent
obligations with respect to the Indebtedness of another Person, including but
not limited to the obligation or liability of another which such Person
assumes, guarantees, endorses, contingently agrees to purchase or provide funds
for the payment of, or otherwise becomes contingently liable upon; provided that any Indebtedness owing by
the Company to any of its Subsidiaries or by any Subsidiary to the Company or
by any Subsidiary to any other Subsidiary or any contingent obligation in
respect thereof shall not constitute Indebtedness for purposes of this
Indenture, and (vii) obligations for which such Person is obligated in respect
of a letter of credit. 


-4-







          For
purposes of this Indenture, Indebtedness shall not include (A) any indebtedness
of such Person to the extent (I) such indebtedness does not appear on the
financial statement of such Person, (II) such indebtedness is recourse only to
certain assets of such Person, and (III) the assets to which such indebtedness
is recourse only appear on the financial statements of such Person net of such
indebtedness, or (B) any indebtedness or other obligations issued by any Person
(or by a trust or other entity established by such Person or any of its
affiliates) to the extent (I) primarily serviced by the cash flows of a
discrete pool of receivables, leases or other financial or operating assets
which have been sold or transferred by the Company or any Subsidiary in
securitization or secured financing transactions and (II) such sale or transfer
of receivables, leases or other financial or operating assets is treated as a
true sale for legal purposes (irrespective of whether such sale or transfer is
accounted for as a sale under generally accepted accounting principles or for
tax purposes). It is understood and agreed that (1) the amount of any
Indebtedness described in clause (iii) for which recourse is limited to certain
property of such Person shall be the lower of (x) the amount of the obligation
and (y) the fair market value of the property of such Person securing such
obligation, and (2) the amount of any obligation described in clause (vi) shall
be the lower of (x) the stated or determinable amount of the primary obligation
in respect of which such contingent obligation is made, and (y) the maximum
amount for which such Person may be liable pursuant to the terms of the
agreement embodying such contingent obligation unless such primary obligation
and the maximum amount for which such Person may be liable are not stated or
determinable, in which case the amount of such contingent obligation shall be
such Person’s maximum, reasonably anticipated liability in respect thereof as
determined by such Person in good faith. 


          “Indenture” means this instrument 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,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument, and, with respect to any Security, by the
terms and provisions of such Security and any Coupon appertaining thereto
established pursuant to Section 3.1 (as such terms and provisions may be
amended pursuant to the applicable provisions hereof). 


          “Independent Public Accountants” means
accountants or a firm of accountants that, with respect to the Company and any
other obligor under the Securities or the Coupons, are independent public
accountants within the meaning of the Securities Act of 1933, as amended, and
the rules and regulations promulgated by the Commission thereunder, who may be
the independent public accountants regularly retained by the Company or who may
be other independent public accountants. Such accountants or firm shall be
entitled to rely upon any Opinion of Counsel as to the interpretation of any
legal matters relating to this Indenture or certificates required to be
provided hereunder. 


          “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” means interest payable after
Maturity with respect to any Original Issue Discount Security which, by its
terms, bears interest only after Maturity. 


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


          “Judgment Currency” has the meaning
specified in Section 1.17. 


          “Lien” has the meaning set forth in Section
10.4 hereof. 


-5-







          “Maturity,” 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 provided in or pursuant to this Indenture,
whether at the Stated Maturity or by declaration of acceleration, notice of
redemption or repurchase, notice of option to elect repayment or otherwise, and
includes the Redemption Date. 


          “New York Banking Day” has the meaning
specified in Section 1.17. 


          “Office” or “Agency” with respect to any Securities, means an office or
agency of the Company maintained or designated in a Place of Payment for such
Securities pursuant to Section 10.2 or any other office or agency of the
Company maintained or designated for such Securities pursuant to Section 10.2
or, to the extent designated or required by Section 10.2 in lieu of such office
or agency, the Paying Agent Office. 


          “Officers’ Certificate” means a certificate
signed by the Chairman, Vice Chairman, President, Chief Executive Officer or a
Vice President and by the Chief Financial Officer, Treasurer, an Assistant
Treasurer, the Secretary, or an Assistant Secretary of the Corporation, and
delivered to the Trustee. 


          “Opinion of Counsel” means a written opinion
of counsel, reasonably acceptable to the Trustee, who may be an employee of or
counsel for the Company or other counsel, that, if required by the Trust
Indenture Act, complies with the requirements of Section 314(e) of the Trust
Indenture Act. 


          “Original Issue Discount Security” means a
Security issued pursuant to this Indenture which provides for declaration of an
amount less than the principal face amount thereof to be due and payable upon
acceleration pursuant to Section 5.2. 


          “Original Securities” has the meaning
specified in Section 3.12. 


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


	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  any such
  Security theretofore cancelled by the Trustee or the Security Registrar or
  delivered to the Trustee or the Security Registrar for cancellation; 

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  any such
  Security for whose payment at the Maturity thereof money in the necessary
  amount has been theretofore deposited pursuant hereto 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 and any Coupons appertaining thereto, provided
  that, if such Securities are to be redeemed, notice of such redemption has
  been duly given pursuant to this Indenture or provision therefor reasonably
  satisfactory to the Trustee has been made; 

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  any such
  Security with respect to which the Company has effected defeasance and/or
  covenant defeasance pursuant to the terms hereof, except to the extent
  provided in Section 4.2; 

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  any such
  Security which has been paid pursuant to Section 3.6 or in exchange for or in
  lieu of which other Securities have been authenticated and delivered pursuant
  to this Indenture, unless there shall have been presented to the Trustee
  proof reasonably satisfactory to it that such Security is held by a bona fide
  purchaser in whose hands such Security is a valid obligation of the Company;
  and 

  



-6-







	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  any such
  Security converted or exchanged as contemplated by this Indenture into other
  securities or property of a Person (including the Company) if the terms of
  such Security provide for such conversion or exchange pursuant to Section
  3.1;

  



provided, however, that in determining
whether the Holders of the requisite principal amount of Outstanding Securities
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or are present at a meeting of Holders of Securities for
quorum purposes, (i) the principal amount of an Original Issue Discount
Security that may be counted in making such determination and that shall be
deemed to be Outstanding for such purposes shall be equal to the amount of the
principal thereof that pursuant to the terms of such Original Issue Discount
Security would be declared (or shall have been declared to be) due and payable
upon a declaration of acceleration thereof pursuant to Section 5.2 at the time
of such determination, and (ii) the principal amount of any Indexed Security
that may be counted in making such determination and that shall be deemed
Outstanding for such purposes shall be equal to the principal face amount of
such Indexed Security at original issuance, unless otherwise provided in or
pursuant to this Indenture, and (iii) the principal amount of a Security
denominated in a Foreign Currency shall be the Dollar equivalent, determined on
the date of original issuance of such Security, of the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent on the
date of original issuance of such Security of the amount determined as provided
in (i) above) of such Security, and (iv) Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor, shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making any such
determination or relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which shall have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee
(A) the pledgee’s right so to act with respect to such Securities and (B) that
the pledgee is not the Company or any other obligor upon the Securities or any
Coupons appertaining thereto or an Affiliate of the Company or such other
obligor. 


          “Paying Agent” when used with respect to the
Securities, Deutsche Bank Trust Company Americas or any other Person authorized
by the Company to calculate and pay the principal of, or any premium or
interest on, any Security or any Coupon on behalf of the Company. 


          “Paying Agent Office” means the office of
the applicable Paying Agent at which at any particular time its corporate
agency business shall principally be administered in a Place of Payment, which
office at the date hereof in the case of Deutsche Bank Trust Company Americas,
in its capacity as Paying Agent with respect to this Indenture, is located at
60 Wall Street, 27th Floor, MS NYC60-2710, New York, New York 10005,
Attn: Corporate Team – CIT Group. 


          “Payment Default” has the meaning specified
in Section 5.1(5)(a). 


          “Person” means any individual, Corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company or government or other
entity. 


          “Place of Payment,” with respect to any
Security, means the place or places where the principal of, or any premium or
interest on, such Security is payable as provided in or pursuant to this Indenture
or such Security. 


          “Predecessor Security” of any particular
Security means every previous Security evidencing all or a portion of the same
Indebtedness as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under
Section 3.6 in exchange for or in lieu of 


-7-







a lost,
destroyed, mutilated or stolen Security or any Security to which a mutilated,
destroyed, lost or stolen Coupon appertains shall be deemed to evidence the
same Indebtedness as the lost, destroyed, mutilated or stolen Security or the
Security to which a mutilated, destroyed, lost or stolen Coupon appertains. 


          “Preferred Stock” in respect of any
Corporation means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
Corporation, over shares of Capital Stock of any other class of such Corporation.



          “Rate Management Transaction” means any
transaction (including an agreement with respect thereto) now existing or
hereafter entered into by the Company which is a rate swap, basis swap, total
return swap, forward rate transaction, commodity swap, commodity option, equity
or equity index swap, equity or equity index option, bond option, interest rate
option, foreign exchange transaction, cap transaction, floor transaction,
collar transaction, forward transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions) or
any combination thereof, whether linked to one or more interest rates, foreign
currencies, commodity prices, equity prices or other financial measures, or the
purchase of credit default swaps. 


          “Redemption Date” with respect to any
Security or portion thereof to be redeemed, means the date fixed for such
redemption by or pursuant to this Indenture or such Security. 


          “Redemption Price” with respect to any
Security or portion thereof to be redeemed, means the price at which it is to
be redeemed as determined by or pursuant to this Indenture or such Security. 


          “Registered Security” means any Security in
the form established pursuant to Section 2.1 which is registered in a Security
Register. 


          “Regular Record Date” for the interest
payable on any Registered Security on any Interest Payment Date therefor means
the date, if any, specified in or pursuant to this Indenture or such Security
as the “Regular Record Date.” 


          “Required Currency” has the meaning
specified in Section 1.17. 


          “Responsible Officer” means (i) when used
with respect to Wilmington Trust, National Association, any officer within the
Corporate Trust Office of the Trustee, which may include every vice president
or officer senior thereto, every assistant vice president, every trust officer,
every assistant trust officer, and every other officer and assistant officer of
the Trustee customarily performing functions similar to those performed by the
persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his knowledge of, and familiarity
with, a particular subject and who shall have direct responsibility for the
administration of this Indenture; (ii) when used with respect to Deutsche Bank
Trust Company Americas in its capacity as Paying Agent or Authenticating Agent,
any officer assigned to the Paying Agent, Security Registrar or Authenticating
Agent offices of Deutsche Bank Trust Company Americas, in its capacity as
Paying Agent, Security Registrar or Authenticating Agent, who has direct
responsibility for the administration of the Paying Agent, Security Registrar
or Authenticating Agent functions of this Indenture. 


          “Security” or “Securities” means any note or notes, bond or bonds, debenture
or debentures, or any other evidences of Indebtedness, as the case may be, authenticated
and delivered under this Indenture; provided, however, that, if
at any time there is more than one Person acting as Trustee under this 


-8-







Indenture,
“Securities,” with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee. 


          “Security Register” and “Security Registrar” have the respective
meanings specified in Section 3.5. 


          “Special Record Date” for the payment of any
Defaulted Interest on any Registered Security means a date fixed by the Company
pursuant to Section 3.7. 


          “Stated Maturity,” with respect to any
Security or any installment of principal thereof or interest thereon, means the
date established by or pursuant to this Indenture or such Security as the fixed
date on which the principal of such Security or such installment of principal
or interest is, due and payable. 


          “Subsidiary” means, with respect to any
specified Person: 


	
   

  	
   

  
	
   

  	
            (1)
  any corporation, association or other business entity of which more than 50%
  of the total voting power of shares of Capital Stock entitled (without regard
  to the occurrence of any contingency and after giving effect to any voting
  agreement or stockholders’ agreement that effectively transfers voting power)
  to vote in the election of directors, managers or trustees of the
  corporation, association or other business entity is at the time owned or
  controlled, directly or indirectly, by that Person or one or more of the
  other Subsidiaries of that Person (or a combination thereof); and 

  
	
   

  	
   

  
	
   

  	
            (2)
  any partnership (a) the sole general partner or the managing general partner
  of which is such Person or a Subsidiary of such Person or (b) the only
  general partners of which are that Person or one or more Subsidiaries of that
  Person (or any combination thereof). 

  



          “Trust Indenture Act” means the Trust
Indenture Act of 1939, as amended, and any reference herein to the Trust Indenture
Act or a particular provision thereof shall mean such Act or provision, as the
case may be, as amended or replaced from time to time or as supplemented from
time to time by rules or regulations adopted by the Commission under or in
furtherance of the purposes of such Act or provision, as the case may be. 


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


          “United States,” except as otherwise
provided in or pursuant to this Indenture or any Security, means the United
States of America (including the states thereof and the District of Columbia),
its territories and possessions and other areas subject to its jurisdiction. 


          “U.S. Depository” or “Depository” means, with respect to any
Security issuable or issued in the form of one or more global Securities, the
Person designated as U.S. Depository or Depository by the Company in or
pursuant to this Indenture, which Person must be, to the extent required by
applicable law or regulation, a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and, if so provided with respect to any
Security, any successor to such Person. If at any time there is more than


-9-







one such
Person, “U.S. Depository” or “Depository” shall mean, with respect to any
Securities, the qualifying entity that has been appointed with respect to such
Securities. 


          “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.” 


          Section
1.2. Compliance Certificates and Opinions. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that, in the opinion of such counsel, all such conditions
precedent, if any, have been complied with. 


          Except
as otherwise expressly provided in the Indenture, every certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Indenture shall include: 


          (1)
a statement that the individual signing such certificate or opinion has read,
or has caused to be read under his or her supervision, such condition or
covenant and the definitions herein relating thereto; 


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


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


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


          Section
1.3. 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, provided that such
officer, after reasonable inquiry, has no reason to believe and does not
believe that the Opinion of Counsel with respect to the matters upon which his
certificate or opinion is based is erroneous. 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, provided that such counsel, after reasonable
inquiry, has no reason to believe and does not believe that the certificate or
opinion or representations with respect to such matters are erroneous. 


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


-10-







          Section
1.4. Paying Agent.


          (1)
The Company appoints Deutsche Bank Trust Company Americas as Paying Agent with
respect to the Securities. 


          (2)
In case at any time any Paying Agent, Authenticating Agent or Security
Registrar other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term “Trustee” as used in Sections 6.2, 6.7 and
6.9 of this Indenture shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent,
Authenticating Agent, Security Registrar or any other agent appointed by the
Company or the Trustee within its meaning as fully for all intents and purposes
as if such Paying Agent, Authenticating Agent or Security Registrar or any
other agent were named in this Indenture in addition to or in place of the
Trustee in such Sections 6.2, 6.7 and 6.9. 


          Section
1.5. Acts of Holders.


          (1)
Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by or pursuant to 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. If, but only if, Securities of a series are issuable
as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be
given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article 15, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or
record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the
Holders signing such instrument or instruments or so voting at any such
meeting. Proof of execution of any such instrument or of a writing appointing
any such agent, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to Section 315 of the
Trust Indenture Act) conclusive in favor of the Trustee, the Company and any
agent of the Trustee or the Company, if made in the manner provided in this
Section. The record of any meeting of Holders of Securities shall be proved in
the manner provided in Section 15.6. 


          Without
limiting the generality of this Section 1.5, unless otherwise provided in or
pursuant to this Indenture, a Holder, including a U.S. Depository that is a
Holder of a global Security, may make, give or take, by a proxy or proxies,
duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other Act provided in or pursuant to this Indenture
to be made, given or taken by Holders, and a U.S. Depository that is a Holder
of a global Security may provide its proxy or proxies to the beneficial owners
of interests in any such global Security through such U.S. Depository’s
standing instructions and customary practices. 


          The
Company shall fix a record date for the purpose of determining the Persons who
are beneficial owners of interest in any permanent global Security held by a
U.S. Depository entitled under the procedures of such U.S. Depository to make,
give or take, by a proxy or proxies duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other Act provided
in or pursuant to this Indenture to be made, given or taken by Holders. If such
a record date is fixed, the Holders on such record date or their duly appointed
proxy or proxies, and only such Persons, shall be entitled to make, give or
take such request, demand, authorization, direction, notice, consent, waiver or


-11-







other Act,
whether or not such Holders remain Holders after such record date. No such
request, demand, authorization, direction, notice, consent, waiver or other Act
shall be valid or effective if made, given or taken more than 90 days after
such record date. 


          (2)
The fact and date of the execution by any Person of any such instrument or
writing referred to in this Section 1.5 may be proved in any reasonable manner;
and the Trustee may in any instance require further proof with respect to any
of the matters referred to in this Section. 


          (3)
The ownership, principal amount and serial numbers of Registered Securities
held by any Person, and the date of the commencement and the date of the
termination of holding the same, shall be proved by the Security Register. 


          (4)
The ownership, principal amount and serial numbers of Bearer Securities held by
any Person, and the date of the commencement and the date of the termination of
holding the same, may be proved by the production of such Bearer Securities or
by a certificate executed, as depository, by any trust company, bank, banker or
other depository reasonably acceptable to the Company, wherever situated, if
such certificate shall be deemed by the Company and the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depository, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities, if such certificate or affidavit is
deemed by the Company and the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(i) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (ii) such Bearer Security is produced
to the Trustee by some other Person, or (iii) such Bearer Security is
surrendered in exchange for a Registered Security, or (iv) such Bearer Security
is no longer Outstanding. The ownership, principal amount and serial numbers of
Bearer Securities held by the Person so executing such instrument or writing
and the date of the commencement and the date of the termination of holding the
same may also be proved in any other manner, which the Company and the Trustee
deem sufficient. 


          (5)
If the Company shall solicit from the Holders of any Registered Securities any
request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may at its option (but is not obligated to), by Board
Resolution, fix in advance a record date for the determination of Holders of
Registered Securities entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act. 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 Registered Securities of record at the close of business on such
record date shall be deemed to be Holders for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities have authorized
or agreed or consented to such request, demand, authorization, direction,
notice, consent, waiver or other Act, and for that purpose the Outstanding
Securities shall be computed as of such record date; provided that no such
authorization, agreement or consent by the Holders of Registered Securities
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.  


          (6)
Any request, demand, authorization, direction, notice, consent, waiver or other
Act by 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 or suffered to be done by the Trustee, any Security Registrar,
any Paying Agent or the Company in reliance thereon, whether or not notation of
such Act is made upon such Security. 


-12-







          Section
1.6. Notices, Etc. to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or other 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 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, or 


          (2)
the Company, by the Trustee or 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 the attention
of its Treasurer, with a copy to the attention of its General Counsel, at the
address of its principal office specified herein or at any other address
previously furnished in writing to the Trustee by the Company. 


          Section
1.7. Notice to Holders of Securities; Waiver. Except as otherwise
expressly provided in or pursuant to this Indenture, where this Indenture
provides for notice to Holders of Securities of any event, 


          (1)
such notice shall be sufficiently given to Holders of Registered Securities if
in writing and mailed, first-class postage prepaid, to each Holder of a
Registered Security affected by such event, at his address as it appears in the
Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice; and 


          (2)
such notice shall be sufficiently given to Holders of Bearer Securities, if
any, if published in an Authorized Newspaper in The City of New York and, if
such Securities are then listed on any stock exchange outside the United
States, in an Authorized Newspaper in such city as the Company shall advise the
Trustee that such stock exchange so requires, on a Business Day at least twice,
the first such publication to be not earlier than the earliest date and the
second such publication not later than the latest date prescribed for the
giving of such notice. 


          In
any case where notice to Holders of Registered Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice that is mailed in the manner herein
provided, shall be conclusively presumed to have been duly given or provided.
In the 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. 


          In
case by reason of the suspension of publication of any Authorized Newspaper or
Authorized Newspapers or by reason of any other cause it shall be impracticable
to publish any notice to Holders of Bearers Securities as provided above, then
such notification to Holders of Bearer Securities as shall be given with the
approval of the Trustee shall constitute sufficient notice to such Holders for
every purpose hereunder. Neither failure to give notice by publication to
Holders of Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of any notice mailed to Holders of
Registered Securities as provided above. 


          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 of Securities shall be filed with the Trustee, but


-13-







such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. 


          All
communications hereunder will be in writing and will be mailed, delivered or
sent via facsimile and confirmed to the party receiving such communication at
its address or facsimile number indicated below: 


	
   

  	
   

  
	
   

  	
  If to the
  Company:

  
	
   

  	
   

  
	
   

  	
  CIT Group Inc.

  
	
   

  	
  1 CIT Drive

  
	
   

  	
  Livingston, New Jersey 07039

  
	
   

  	
  Facsimile: (973) 740-5750

  
	
   

  	
  Attention: Treasurer

  
	
   

  	
   

  
	
   

  	
  With a
  mandatory copy to:

  
	
   

  	
   

  
	
   

  	
  CIT Group Inc.

  
	
   

  	
  1 CIT Drive

  
	
   

  	
  Livingston, New Jersey 07039

  
	
   

  	
  Facsimile: (973) 740-5264

  
	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  
	
   

  	
  If to the
  Trustee:

  
	
   

  	
   

  
	
   

  	
  Wilmington Trust, National Association

  
	
   

  	
  166 Mercer Street, Suite 2R

  
	
   

  	
  New York, NY 10012

  
	
   

  	
  Facsimile: (212) 343-1079

  
	
   

  	
  Attention: Corporate Capital Markets Attn:
  Boris Treyger

  
	
   

  	
   

  
	
   

  	
  If to the
  Paying Agent, Security Registrar or Authenticating Agent:

  
	
   

  	
   

  
	
   

  	
  Deutsche Bank Trust Company Americas

  
	
   

  	
  60 Wall Street, 27th Floor

  
	
   

  	
  MS NYC60-2710

  
	
   

  	
  New York, NY 10005

  
	
   

  	
  Facsimile: (732) 578-4635

  
	
   

  	
  Attention: Corporate Team – CIT Group

  
	
   

  	
   

  
	
   

  	
  With a copy
  to:

  
	
   

  	
   

  
	
   

  	
  Deutsche Bank National Trust Company

  
	
   

  	
  for Deutsche Bank Trust Company Americas

  
	
   

  	
  100 Plaza One – 6th Floor

  
	
   

  	
  MS JCY03 – 0699

  
	
   

  	
  Jersey City, NJ 07311-3901

  
	
   

  	
  Facsimile: (732) 578-4635

  
	
   

  	
  Attention: Corporate Team – CIT Group

  
	
   

  	
   

  



-14-







	
   

  	
   

  
	
   

  	
  In each
  case, with a copy to:

  
	
   

  	
   

  
	
   

  	
  Sullivan & Cromwell LLP

  
	
   

  	
  125 Broad Street

  
	
   

  	
  New York, NY 10004

  
	
   

  	
  Attention: John E. Estes

  
	
   

  	
  Fax: (212) 558-3588

  
	
   

  	
  E-mail: estesj@sullcrom.com

  



          Section
1.8. Language of Notices. Any request, demand, authorization, direction,
notice, consent, election or waiver required or permitted under this Indenture
shall be in the English language, except that, if the Company so elects, any
published notice may be in an official language of the country of publication. 


          Section
1.9. Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with any duties under any required provision of the
Trust Indenture Act imposed hereon by Section 318(c) thereof, such required
provision shall control. 


          Section
1.10. 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
1.11. 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
1.12. Separability Clause. In case any provision in this Indenture, any
Security or any Coupon shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby. 


          Section
1.13. Benefits of Indenture. Nothing in this Indenture, any Security or
any Coupon, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders of Securities or
Coupons, any benefit or any legal or equitable right, remedy or claim under
this Indenture. 


          Section
1.14. Governing Law. This Indenture, the Securities and any Coupons
shall be governed by and construed in accordance with the laws of the State of
New York applicable to agreements made or instruments entered into and, in each
case, performed in said state. 


          Section
1.15. Legal Holidays. Unless otherwise specified in or pursuant to this
Indenture or any Securities, in any case where any Interest Payment Date,
Stated Maturity or Maturity of any Security, or the last date on which a Holder
has the right to convert or exchange Securities of a series that are
convertible or exchangeable, shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture, any
Security or any Coupon other than a provision in any Security or Coupon that
specifically states that such provision shall apply in lieu hereof) payment
need not be made at such Place of Payment on such date, and such Securities
need not be converted or exchanged on such date, but such payment may be made,
and such Securities may be converted or exchanged, on the next succeeding day
that is a Business Day at such Place of Payment, and no interest shall accrue
on the amount payable on such date or at such time for the period from and
after such Interest Payment Date, Stated Maturity, Maturity or last day for
conversion or exchange, as the case may be, to such next succeeding Business
Day, except that if such next succeeding Business Day is in the next succeeding
calendar year, such payment may be made, and such Securities may be converted
or exchanged, on the immediately preceding Business Day (in the case of each of
the foregoing, with the same force and effect


-15-







as if made on
such Interest Payment Date or at such Stated Maturity or Maturity or on such
last day for conversion or exchange, as the case may be). In any case where a
document is to be delivered by the Company or an act is to be performed by the
Company, in each case pursuant to this Indenture, on a date that is not a
Business Day, then such document need not be delivered or such act need not be
performed, as applicable, until the next succeeding day that is a Business Day.



          Section
1.16. Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument. Delivery of an executed counterpart
of this Indenture by telefacsimile or by any electronic imaging, electronic
mail or other similar means shall be effective as delivery of a manually
executed counterpart of this Indenture. 


          Section
1.17. Judgment Currency. The Company agrees, to the fullest extent that
it may effectively do so under applicable law, that (a) if for the purpose of
obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of, or premium or interest, if any, payable on any
Security (the “Required Currency”)
into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange
used shall be the rate at which in accordance with normal banking procedures
the Trustee could purchase, acting promptly and in a commercially reasonable
manner, in The City of New York the requisite amount of the Required Currency
with the Judgment Currency on the New York Banking Day preceding the day on
which a final unappealable judgment is given and (b) its obligations under this
Indenture to make payments in the Required Currency (i) shall not be discharged
or satisfied by any tender, or any recovery pursuant to any judgment (whether
or not entered in accordance with clause (a)), in any currency other than the
Required Currency, except to the extent that such tender or recovery shall
result in the actual receipt, by the payee, of the full amount of the Required
Currency expressed to be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, “New York Banking Day”
means any day except a Saturday, Sunday or a legal holiday in The City of New
York or a day on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to be closed. 


          Section
1.18. No Security Interest Created. Nothing in this Indenture or in any
Securities, express or implied, shall be construed to constitute a security
interest under the Uniform Commercial Code or similar legislation, as now or
hereafter enacted and in effect in any jurisdiction where property of the
Company or its Subsidiaries is or may be located. 


          Section
1.19. Limitation on Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture or in any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, shareholder, employee, officer or director, as
such, past, present or future, of the Company, either directly or through the
Company, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
obligations of the Company, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators, shareholders,
employees, officers or directors, as such, of the Company, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any Security or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute or otherwise, of, and any and all such rights and
claims against, every such incorporator, shareholder, employee, officer or
director, as such, because of the


-16-







creation of
the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Security or
implied therefrom, are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issuance of
such Security. 


          Section
1.20. Waiver of Jury Trial. EACH OF THE COMPANY, THE AGENT AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE
TRANSACTIONS CONTEMPLATED HEREBY. 


          Section
1.21. Force Majeure. In no event shall the Trustee or the Agent be
responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee or the Agent shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances. 


          Section
1.22. Patriot Act. The parties hereto acknowledge that in order to help
the United States government fight the funding of terrorism and money
laundering activities, pursuant to Federal regulations that became effective on
October 1, 2003, Section 326 of the USA PATRIOT Act requires all financial
institutions to obtain, verify, record and update information that identifies
each person establishing a relationship or opening an account. The parties to
this Agreement agree that they will provide to the Trustee and the Agent such
information as it may reasonably request, from time to time, in order for the
Trustee and the Agent to satisfy the requirements of the USA PATRIOT Act,
including but not limited to the name, address, tax identification number and
other information that will allow it to identify the individual or entity who
is establishing the relationship or opening the account and may also ask for
formation documents such as articles of incorporation or other identifying
documents to be provided. 


ARTICLE 2


SECURITIES FORMS


          Section
2.1. Forms Generally. The Securities and the Trustee’s certificate of
authentication are hereby incorporated in and expressly made a part of this
Indenture. The Securities may have notations, legends or endorsements required
by law, stock exchange rule, agreements to which the Company is subject, if
any, or depository procedure or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Company). Each Security
shall be dated the date of its authentication. The terms of the Securities are
part of the terms of this Indenture. 


          Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall be issuable in registered form without Coupons. 


          Definitive
Securities and definitive Coupons shall be printed, lithographed or engraved or
produced by any combination of these methods on a steel engraved border or
steel engraved borders or may be produced in any other manner, all as
determined by the officers of the Company executing such Securities or Coupons,
as evidenced by their execution of such Securities or Coupons. 


-17-







          Section
2.2. Form of Trustee’s Certificate of Authentication. The Securities and
the Trustee’s certificate of authentication are hereby incorporated in and
expressly made a part of this Indenture. 


          Section
2.3. Securities in Global Form. Unless otherwise provided in or pursuant
to this Indenture or any Securities, the Securities shall not be issuable in
temporary or permanent global form. If Securities of a series shall be issuable
in global form, as specified and contemplated by Section 3.1, any such Security
may provide that it or any number of such Securities shall represent the
aggregate amount of all Outstanding Securities of such series (or such lesser amount
as is permitted by the terms thereof) from time to time endorsed thereon and
may also provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be increased or reduced to reflect
exchanges. Any endorsement of any Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 3.3 or 3.4 with respect
thereto. Subject to the provisions of Section 3.3 and, if applicable, Section
3.4, the Trustee shall deliver and redeliver, in each case at the Company’s
expense, any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.3 or 3.4 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to a Security in global form shall be in writing. 


          Notwithstanding
the provisions of Section 3.7, unless otherwise specified in or pursuant to
this Indenture or any Securities, payment of principal of, any premium and
interest on, any Security (i) in temporary form shall be made to the Person or
Persons specified therein, and (ii) in global form and registered in the name
of a Depository or its nominee shall be made to the Depository or its nominee
as the Holder of such global Security. Neither the Company, the Agent nor the
Trustee shall have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests of a global Security, or for maintaining, supervising or reviewing
any records relating to beneficial ownership interests, and each of the Company
and the Trustee may act or refrain from acting without liability on any
information provided by the Depository. 


          Notwithstanding
the provisions of Section 3.8 and except as provided in the preceding
paragraph, the Company, the Trustee, and any agent of the Company or the
Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a global Security (i) in the case of a global
Security in registered form, the Holder of such global Security in registered
form, or (ii) in the case of a global Security in bearer form, the Person or
Persons specified pursuant to Section 3.1. 


ARTICLE 3


THE SECURITIES


          Section
3.1. 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. 


          With
respect to any Securities to be authenticated and delivered hereunder, there
shall be established in or pursuant to a Board Resolution and set forth in an
Officers’ Certificate, or established in one or more indentures supplemental
hereto, 


          (1)
the title and series of such Securities, which may include medium-term notes; 


-18-







          (2)
the total principal amount of the series of such Securities and whether there
shall be any limit upon the aggregate principal amount of such Securities that
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration or transfer of, or in exchange
for, or in lieu of, other Securities of such series pursuant to Section 3.4,
3.5, 3.6, 9.6 or 11.7); 


          (3)
if such Securities are to be issuable as Registered Securities, as Bearer
Securities or alternatively as Bearer Securities and Registered Securities, and
whether the Bearer Securities are to be issuable with Coupons, without Coupons
or both, and any restrictions applicable to the offer, sale or delivery of the
Bearer Securities and the terms, if any, upon which Bearer Securities may be
exchanged for Registered Securities and vice versa; 


          (4)
if any of such Securities are to be issuable in global form, when any of such
Securities are to be issuable in global form and (i) whether such Securities
are to be issued in temporary or permanent global form or both, (ii) whether
beneficial owners of interests in any such global Security may exchange such
interests for Securities of the same series and of like tenor and of any
authorized form and denomination, and the circumstances under which any such
exchanges may occur, if other than in the manner specified in Section 3.5, and
(iii) the name of the Depository or the U.S. Depository, as the case may be,
with respect to any such global Security; 


          (5)
if any of such Securities are to be issuable as Bearer Securities or in global
form, the date as of which any such Bearer Security or global Security shall be
dated (if other than the date of original issuance of the first of such
Securities to be issued); 


          (6)
if any of such Securities are to be issuable as Bearer Securities, whether
interest in respect of any portion of a temporary Bearer Security in global
form payable in respect of an Interest Payment Date therefor prior to the
exchange, if any, of such temporary Bearer Security for definitive Securities
shall be paid to any clearing organization with respect to the portion of such
temporary Bearer Security held for its account and, in such event, the terms
and conditions (including any certification requirements) upon which any such
interest payment received by a clearing organization will be credited to the
Persons entitled to interest payable on such Interest Payment Date; 


          (7)
the date or dates, or the method or methods, if any, by which such date or
dates shall be determined, on which the principal of and premium, if any, on
the Securities shall be payable; 


          (8)
the Person to whom any interest on a Security 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; the rate or rates at which such
Securities shall bear interest, if any, which rate may be zero in the case of
certain Securities issued at an issue price representing a discount from the
principal amount payable at Maturity, or the method by which such rate or rates
will be determined (including, if applicable, any remarketing option or similar
method), and the date or dates from which such interest, if any, will accrue or
the method by which such date or dates will be determined, and the basis upon
which interest shall be calculated if other than that of a 360 day year of
twelve 30-day months; 


          (9)
the date or dates on which interest, if any, on such Securities shall be
payable and any Regular Record Dates applicable to the date or dates on which
interest will be so payable; 


          (10)
if in addition to or other than the Borough of Manhattan, The City of New York,
the place or places where the principal of or any premium or interest on such
Securities shall be payable, where any of such Securities that are issued in
registered form may be surrendered for registration of, transfer or exchange,
and where any such Securities may be surrendered for conversion or exchange and
notices of demands to or upon the Company in respect of such Securities and
this Indenture may be


-19-







served, the
extent to which, and the manner in which, any interest payment on a global
Security on an Interest Payment Date, will be paid and the manner in which any
principal of or premium, if any, on any global Security will be paid; 


          (11)
if such Securities are to be redeemable at the Company’s option, the date or
dates on which, the period or periods within which, the price or prices at
which and the other terms and conditions upon which such Securities may be
redeemed, in whole or in part, at the Company’s option pursuant to any sinking
fund or otherwise; 


          (12)
provisions specifying whether the Company shall be obligated to redeem,
purchase or repay any of such Securities pursuant to any sinking fund or
analogous provision or at the option of any Holder of such Securities and, if
so, the date or dates on which, the period or periods within which, the price
or prices at which and the other terms and conditions upon which such
Securities shall be redeemed, purchased or repaid, in whole or in part, pursuant
to such obligation, and any provisions for the remarketing of such Securities
so redeemed or purchased; 


          (13)
if other than denominations of $2,000, and any integral multiple of $1,000
thereof, the denominations in which any Securities to be issued in registered
form will be issuable and, if other than a denomination of $5,000, the
denominations in which any Securities to be issued in bearer form will be
issuable; 


          (14)
provisions specifying whether the Securities will be convertible into other
securities or property of any Person (including the Company) and/or
exchangeable for securities or property of any Person (including the Company)
and, if so, the terms and conditions upon which such Securities shall be so
convertible or exchangeable; 


          (15)
if other than the principal amount, the portion of the principal amount (or the
method by which such portion will be determined) of such Securities that will
be payable upon declaration of acceleration of the Maturity thereof pursuant to
the terms of this Indenture; 


          (16)
whether the Securities of the series to be issued will be Original Issue
Discount Securities and the amount of discount with which such Securities may
be issued; 


          (17)
if other than Dollars, the Currency of payment, including composite Currencies
and Foreign Currencies, of the principal of, any premium or interest on any of
such Securities; 


          (18)
if other than as provided in Section 4.2, the manner in which the Securities of
the series are to be defeased; 


          (19)
provisions specifying whether the principal of, or any premium or interest on
such Securities shall be payable, at the election of the Company or a Holder,
in a Currency other than that in which such Securities are stated to be payable
and the date or dates on which, the period or periods within which, and the
other terms and conditions upon which, such election may be made, and the time
and manner of determining the exchange rate; 


          (20)
any index, formula or other method used to determine the amount of payments of
principal of, or any premium or interest on such Securities; 


          (21)
provisions specifying whether such Securities are to be issued in the form of
one or more global Securities and, if so, the identity of the Depository for
such global Security or Securities; 


-20-







          (22)
any deletions from, modifications of or additions to the Events of Default or
covenants of the Company that are contained herein with respect to such
Securities; 


          (23)
terms specifying whether the provisions described below under Section 4.2 shall
be applicable to such Securities; 


          (24)
terms specifying whether any of such Securities are to be issued upon the
exercise of warrants, and the time, manner and place for such Securities to be
authenticated and delivered; and 


          (25)
any other terms of such Securities and any other deletions from or
modifications or additions to this Indenture in respect of such Securities. 


          All
Securities of any one series and all Coupons, if any, appertaining to Bearer
Securities of such series shall be substantially identical except as to
Currency of payments due thereunder, denomination and the rate of interest
thereon, or method of determining the rate of interest, if any, Maturity, and
the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth
in the Officers’ Certificate or in any indenture or indentures supplemental
hereto pertaining to such series of Securities. The terms of the Securities of
any series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon written order of persons designated in the Officers’ Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officers’ Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Officers’ Certificate or supplemental indenture. All
Securities of any one series need not be issued at the same time and, unless
otherwise so provided, a series may be reopened for issuances of Additional Securities
of such series or to establish additional terms of such series of Securities
pursuant to Section 3.12. The Company also may issue, and the Trustee may
authenticate, Securities with the same terms as previously issued Securities. 


          If
any of the terms of the Securities of any series shall be established by action
taken by or pursuant to a Board Resolution, the Board Resolution shall be
delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth the terms of such series. 


          Section
3.2. Currency; Denominations. Unless otherwise provided in or pursuant
to this Indenture, the principal of, and any premium and interest, if any, on,
the Securities shall be payable in Dollars. Unless otherwise provided in or
pursuant to this Indenture, Registered Securities denominated in Dollars shall
be issuable in registered form without Coupons in denominations of $2,000, and
any integral multiple of $1,000 in excess thereof, and the Bearer Securities
denominated in Dollars shall be issuable in denominations of $5,000. Securities
not denominated in Dollars shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture. 


          Section
3.3. Execution, Authentication, Delivery and Dating. Securities shall be
executed on behalf of the Company by its Chairman of the Board, a Vice
Chairman, its President, its Chief Executive Officer, its Chief Financial
Officer, its Treasurer or a Vice President and attested by its Secretary or one
of its Assistant Secretaries. Coupons shall be executed on behalf of the
Company by the Treasurer or any Assistant Treasurer of the Company. The
signature of any of these officers on the Securities or any Coupons
appertaining thereto may be manual or facsimile. 


          Securities
and any Coupons appertaining thereto 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


-21-







authentication
and delivery of such Securities and Coupons or did not hold such offices at the
date of original issuance of such Securities or Coupons. 


          At
any time and from time to time on and/or after the execution and delivery of
this Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for
authentication and, provided that the Board Resolution and Officers’
Certificate or supplemental indenture or indentures with respect to such
Securities referred to in Section 3.1 and a Company Order for the
authentication and delivery of such Securities have been delivered to the
Trustee, the Trustee in accordance with the Company Order and subject to the
provisions hereof and of such Securities shall authenticate or cause to be
authenticated and deliver such Securities. In authenticating such Securities,
and accepting the additional responsibilities under this Indenture in relation
to such Securities and any Coupons appertaining thereto, the Trustee shall be
entitled to receive, and (subject to Sections 315(a) through 315(d) of the
Trust Indenture Act) shall be fully protected in relying upon, 


          (1)
an Opinion of Counsel to the effect that: 


                    (a)
the form or forms and the terms of such Securities and any Coupons have been
established in conformity with the provisions of this Indenture; and 


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


          (2)
an Officers’ Certificate stating that, to the best knowledge of the Persons
executing such certificate, all conditions precedent to the execution, authentication
and delivery of such Securities and Coupons, if any, appertaining thereto, have
been complied with, and no event which is, or after notice or lapse of time
would become, an Event of Default with respect to any of the Securities shall
have occurred and be continuing. 


          The
Trustee shall not be required to authenticate or to cause an Authenticating
Agent to authenticate any Securities if the issue of such Securities pursuant
to this Indenture will affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee or if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken. 


          Each
Registered Security shall be dated the date of its authentication. Each Bearer
Security and any Bearer Security in global form shall also be dated the date of
its authentication. 


          No
Security or Coupon appertaining thereto 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
contemplated under Section 2.2 or 6.12 executed by or on behalf of the Trustee
or by the Authenticating Agent by the manual signature of one of its authorized
officers. Such certificate upon any Security shall be conclusive evidence, and
the only evidence, that such Security


-22-







has been duly
authenticated and delivered hereunder. Except as permitted by Section 3.6, the
Trustee shall not authenticate and deliver any Bearer Security unless all
Coupons appertaining thereto then matured have been detached and cancelled. 


          Section
3.4. Temporary Securities. Pending the preparation of definitive Securities,
the Company may execute and deliver to the Trustee and, upon Company Order, the
Trustee shall authenticate and deliver, in the manner provided in Section 3.3,
temporary Securities in lieu thereof which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu
of which they are issued, in registered form or, if authorized in or pursuant
to this Indenture, in bearer form with one or more Coupons or without Coupons
and with such appropriate insertions, omissions, substitutions and other
variations as the officers of the Company executing such Securities may
determine, as conclusively evidenced by their execution of such Securities.
Such temporary Securities may be in global form. 


          Except
in the case of temporary Securities in global form, which shall be exchanged in
accordance with the provisions thereof, if temporary Securities are issued, the
Company shall cause definitive Securities to be prepared without unreasonable
delay. After the preparation of definitive Securities of the same series and
containing terms and provisions that are identical to those of any temporary
Securities, such temporary Securities shall be exchangeable for such definitive
Securities upon surrender of such temporary Securities at an Office or Agency
for such Securities, without charge to any Holder thereof. Upon surrender for
cancellation of any one or more temporary Securities (accompanied by any unmatured
Coupons appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor an equal aggregate principal
amount of definitive Securities of authorized denominations of the same series
and containing identical terms and provisions; provided, however,
that no definitive Bearer Security, except as provided in or pursuant to this
Indenture, shall be delivered in exchange for a temporary Registered Security;
and provided, further, that a definitive Bearer Security shall be
delivered in exchange for a temporary Bearer Security only in compliance with
the conditions set forth in or pursuant to this Indenture. Unless otherwise
provided in or pursuant to this Indenture with respect to a temporary global
Security, until so exchanged the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series. 


          Section
3.5. Registration, Transfer and Exchange. With respect to the Registered
Securities of each series, if any, the Company shall cause to be kept a
register (each such register being herein sometimes referred to as the “Security Register”) at an Office or Agency
for such series in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the “Security Registrar” for that series
of Securities. Deutsche Bank Trust Company Americas shall be the initial
Security Registrar for each series of Securities. The Company shall have the
right to remove and replace from time to time the Security Registrar for any
series of Securities; provided that no such removal or replacement shall
be effective until a successor Security Registrar with respect to such series
of Securities shall have been appointed by the Company and shall have accepted
such appointment by the Company. The Trustee shall have the right to examine
the Security Register for any series of Securities at all reasonable times. The
Company shall be required to maintain a Security Registrar in each place where
the principal of and premium or interest on any Security is payable. There shall
be only one Security Register for each series of Securities. 


          Upon
surrender for registration of transfer of any Registered Security of any series
at any Office or Agency for such series, the Company shall execute, and the
Trustee shall authenticate or cause to be authenticated and deliver, in the
name of the designated transferee or transferees, one or more new Registered
Securities of the same series denominated as authorized in or pursuant to this
Indenture, of a


-23-







like aggregate
principal amount bearing a number not contemporaneously outstanding and
containing identical terms and provisions. 


          At
the option of the Holder, certificated Securities (including Bearer Securities)
and the right to receive the principal, premium and interest, if any, on any
certificated Security may be transferred by a Holder by surrendering such
certificate representing the certificated Securities at the Corporate Trust
Office of the Security Registrar. Such certificate representing the
certificated Securities may be reissued by the Company or the Trustee to a new
Holder or a new certificate representing the certificated Securities may be
issued by the Company or the Trustee to a new Holder. 


          At
the option of the Holder, Registered Securities of any series may be exchanged
for other Registered Securities of the same series containing identical terms
and provisions, in any authorized denominations, and of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at any Office
or Agency for such series. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate or cause to be authenticated and deliver, the Registered
Securities that the Holder making the exchange is entitled to receive. 


          If
provided in or pursuant to this Indenture, with respect to Securities of any
series, at the option of the Holder, Bearer Securities of such series may be
exchanged for Registered Securities of such series containing identical terms,
denominated as authorized in or pursuant to this Indenture and in the same
aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons
and all matured Coupons in default thereto appertaining. If the Holder of a
Bearer Security is unable to produce any such unmatured Coupon or Coupons or
matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by
the Company and the Trustee if there is furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Bearer Security shall surrender to
any Paying Agent any such missing Coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that, except as otherwise
provided in Section 10.2, interest represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an Office or Agency for
such series located outside the United States. Notwithstanding the foregoing,
in case a Bearer Security of any series is surrendered at any such Office or
Agency for such series in exchange for a Registered Security of such series and
like tenor after the close of business at such Office or Agency on (i) any
Regular Record Date and before the opening of business at such Office or Agency
on the next succeeding Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such Office or Agency on the related date
for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the Coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be (or, if such Coupon is so surrendered with such
Bearer Security, such Coupon shall be returned to the Person so surrendering
the Bearer Security), and interest or Defaulted Interest, as the case may be,
shall not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of the Registered Security issued in
exchange for such Bearer Security, but shall be payable only to the Holder of
such Coupon when due in accordance with the provisions of this Indenture. 


          If
provided in or pursuant to this Indenture with respect to Securities of any
series, at the option of the Holder, Registered Securities of such series may
be exchanged for Bearer Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture with respect to such series. 


-24-







          Whenever
any Securities are surrendered for exchange as contemplated by the immediately
preceding two paragraphs, the Company shall execute, and the Trustee shall
authenticate or cause to be authenticated and deliver, the Securities that the
Holder making the exchange is entitled to receive. 


          Notwithstanding
the foregoing, except as otherwise provided in or pursuant to this Indenture,
any global Security shall be exchangeable for certificated Securities only if
(i) the Depository is at any time unwilling, unable or ineligible to continue
as Depository and a successor depository is not appointed by the Company within
90 days of the date the Company is so informed in writing, (ii) the Company, in
its discretion, determines not to require all of the Securities of a series to
be represented by a global Security and notifies the Trustee of its decision by
executing and delivering to the Trustee a Company Order to the effect that such
global Security shall be so exchangeable or (iii) an Event of Default has
occurred and is continuing, and the Company, the Trustee, the Security
Registrar and the Paying Agent shall have notified the Depository that the
global Security shall be exchangeable for certificated Securities. If the
beneficial owners of interests in a global Security are entitled to exchange
such interests for definitive Securities as the result of an event described in
clause (i), (ii) or (iii) of the preceding sentence, 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 in such form and denominations as are required by or pursuant to
this Indenture, and of the same series, containing identical terms and in
aggregate principal amount equal to the principal amount of such global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered from
time to time by the U.S. Depository or such other Depository as shall be
specified in the Company Order with respect thereto, and in accordance with
instructions given to the Trustee and the U.S. Depository or such other Depository,
as the case may be (which instructions shall be in writing), 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 as described above without charge. The Trustee shall
authenticate and make available for delivery, in exchange for each portion of
such surrendered 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 global Security to be exchanged, which
(unless such Securities are not issuable both as Bearer Securities and as
Registered Securities, in which case the definitive Securities exchanged for
the global Security shall be issuable only in the form in which the Securities
are issuable, as provided in or pursuant to this Indenture) shall be in the
form of Bearer Securities or Registered Securities, or any combination thereof,
as shall be specified by the beneficial owner thereof, but subject to the
satisfaction of any certification or other requirements to the issuance of
Bearer Securities; provided, however, that (unless otherwise
provided in or pursuant to this Indenture) no Bearer Security delivered in
exchange for a portion of a global Security shall be mailed or otherwise
delivered to any location in the United States. Promptly following any such
exchange in part, such global Security shall be returned by the Trustee to such
Depository or the U.S. Depository, as the case may be, or such other Depository
or U.S. Depository referred to above in accordance with the instructions of the
Company referred to above. If a Registered Security is issued in exchange for
any portion of a global Security after the close of business at the Office or
Agency for such Security where such exchange occurs on or after (i) any Regular
Record Date for such Security and before the opening of business at such Office
or Agency on the next succeeding Interest Payment Date, or (ii) any Special
Record Date for such Security and before the opening of business at such Office
or Agency on the related proposed date for payment of interest or Defaulted
Interest, as the case may be, interest shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but shall be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such global Security shall be payable in
accordance with the provisions of this Indenture. 


-25-







          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
entitling the Holders thereof to the same benefits under this Indenture as the
Securities surrendered upon such registration of transfer or exchange. 


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


          No
service charge shall be made for any registration of transfer or exchange, or
redemption of Securities, but the Company may require payment of a sum
sufficient to cover any stamp tax or other governmental charge and any other
reasonable expenses (including fees and expenses of the Trustee, the Paying
Agent, and the Security Registrar) that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.4, 3.6, 9.6 or 11.7 not involving any transfer. 


          Except
as otherwise provided in or pursuant to this Indenture, the Company shall not
be required (i) to register the transfer of or exchange Securities of any
series during a period beginning at the opening of business 15 days before the
day the Company transmits a notice of redemption of Securities of the series
selected for redemption and ending at the close of business on the day of the
transmission, (ii) to register the transfer of or exchange any Security
selected for redemption in whole or in part, except in the case of any Security
to be redeemed in part, the portion thereof not to be redeemed, (iii) to
exchange any Bearer Security selected for redemption except, to the extent
provided with respect to such Bearer Security, that such Bearer Security may be
exchanged for a Registered Security of like tenor and the same series, provided
that such Registered Security shall be immediately surrendered for redemption
with written instruction for payment consistent with the provisions of this
Indenture or (iv) to issue, register the transfer of or exchange any Security
which, in accordance with its terms, has been surrendered for repayment at the
option of the Holder, except the portion, if any, of such Security not to be so
repaid. 


          Section
3.6. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated
Security or a Security with a mutilated Coupon appertaining to it is surrendered
to the Security Registrar, subject to the provisions of this Section 3.6, the
Company shall execute and the Trustee shall authenticate or cause to be
authenticated and deliver in exchange therefor a new Security of the same
series containing identical terms and of like principal amount and bearing a
number not contemporaneously outstanding, with Coupons appertaining thereto
corresponding to the Coupons, if any, appertaining to the surrendered Security.



          If
there be delivered to the Company, the Security Registrar and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security or Coupon, and (ii) such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in
the absence of notice to the Company, the Security Registrar or the Trustee
that such Security or Coupon has been acquired by a bona fide purchaser, the
Company shall execute and, upon the Company’s request the Trustee shall
authenticate or cause to be authenticated and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Security or in exchange
for the Security to which a destroyed, lost or stolen Coupon appertains with
all appurtenant Coupons not destroyed, lost or stolen, a new Security of the
same series containing identical terms and of like principal amount and bearing
a number not contemporaneously outstanding, with Coupons appertaining thereto
corresponding to the Coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
Coupon appertains. 


-26-







          Notwithstanding
the foregoing provisions of this Section 3.6, in case any mutilated, destroyed,
lost or stolen Security or Coupon has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security or Coupon; provided, however, that payment of
principal of, and any premium or interest, if any, on any Bearer Securities
shall, except as otherwise provided in Section 10.2, be payable only at an
Office or Agency for such Securities located outside the United States. 


          Upon
the issuance of any new Security under this Section 3.6, the Company may
require the payment of a sum sufficient to cover any stamp 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, with any Coupons appertaining thereto issued pursuant to this
Section 3.6 in lieu of any destroyed, lost or stolen Security, or in exchange
for a Security to which a destroyed, lost or stolen Coupon appertains shall
constitute a separate obligation of the Company, whether or not the destroyed,
lost or stolen Security and Coupons appertaining thereto or the destroyed, lost
or stolen Coupon shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of such series and any Coupons, if any, duly
issued hereunder. 


          The
provisions of this Section 3.6, as amended or supplemented pursuant to this
Indenture with respect to particular Securities or generally, shall be
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or Coupons. 


          Section
3.7. Payment of Interest; Rights to Interest Preserved. Unless otherwise
provided in or pursuant to this Indenture, any interest on any Registered
Security which shall be payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered as of the close of
business on the Regular Record Date for such interest. 


          Unless
otherwise provided in or pursuant to this Indenture, any interest on any
Registered Security which shall be payable, but shall not be punctually paid or
duly provided for, on any Interest Payment Date for such Registered Security
(herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder thereof on the relevant
Regular Record Date by virtue of having been such Holder; and such Defaulted
Interest may be paid by the Company as provided in clause (1) or (2) below: 


          (1)
The Company may elect to make payment of any Defaulted Interest to the Person
in whose name such Registered Security (or a Predecessor Security thereof)
shall be registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest, which shall be fixed by the Company in the
following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on such Registered Security, the
Special Record Date therefor 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 reasonably satisfactory to the Trustee for
such deposit on or prior to the date of the proposed payment, such money when
so deposited to be held in trust for the benefit of the Person entitled to such
Defaulted Interest as in this clause provided. The Special Record Date for the
payment of such Defaulted Interest 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 notification to the Trustee of the proposed payment. The Trustee
shall, in the name and at the expense of the Company cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, 


-27-







to the Holder
of such Registered Security (or a Predecessor Security thereof) at his address
as it appears in the Security Register not less than 10 days prior to such
Special Record Date. The Trustee may, in its discretion, in the name and at the
expense of the Company cause a similar notice to be published at least once in
an Authorized Newspaper of general circulation in the Borough of Manhattan, The
City of New York, but such publication shall not be a condition precedent to
the establishment of such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the Person in
whose name such Registered Security (or a Predecessor Security thereof) shall
be registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2). 


          (2)
The Company may make payment of any Defaulted Interest in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which such Security 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 payment shall be deemed
practicable by the Trustee. 


          Unless
otherwise provided in or pursuant to this Indenture or the Securities of any
particular series pursuant to the provisions of this Indenture, at the option
of the Company, interest on Registered Securities that bear interest may be
paid at the office or agency of the Company maintained for such purposes in the
Borough of Manhattan, City of New York, or by mailing a check to the address of
the Person entitled thereto as such address shall appear in the Security
Register or by transfer to an account maintained by the payee with a bank
located in the United States. 


          Notwithstanding
the foregoing, a holder of $1,000,000 or more in aggregate principal amount of
Securities of any series of global Securities (or its equivalent in a Foreign
Currency, if the currency unit is a Foreign Currency), whether having identical
or different terms and provisions, having the same interest payment dates will
be entitled to receive interest payments, other than at Maturity, by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee for the Securities of
such series at least 15 days prior to the applicable Interest Payment Date. In
addition to the foregoing, a holder of $1,000,000 or more in aggregate
principal amount of Securities of any series of global Securities (or its
equivalent in a Foreign Currency, if the currency unit is a Foreign Currency),
whether having identical or different terms and provisions, having the same
Maturity will be entitled to receive payment at Maturity by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received in writing by the Trustee for the Securities of such series at least
15 days prior to Maturity; provided, however, that such payments
shall be made subject to applicable laws and regulations and only after
surrender of the global Securities to the Company, the Corporate Trust Office
or the Paying Agent, for such global Securities not later than one Business Day
prior to Maturity. Any wire instructions received by the Trustee for the
Securities of such series shall remain in effect until revoked by the Holder. 


          Subject
to the foregoing provisions of this Section and Section 3.5, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security. 


          In
the case of any Registered Security of any series that is convertible into
other securities or property of any Person (including the Company) or
exchangeable for securities or property of any Person (including the Company),
which Registered Security is converted or exchanged after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Registered Security with respect to which the Stated Maturity is prior to
such Interest Payment Date), interest with respect to which the Stated Maturity
is on such Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion or exchange, and such interest (whether or not
punctually paid or 


-28-







duly provided
for) shall be paid to the Person in whose name that Registered Security (or one
or more predecessor Registered Securities) is registered at the close of
business on such Regular Record Date. Except as otherwise expressly provided in
the immediately preceding sentence, in the case of any Registered Security
which is converted or exchanged, interest with respect to which the Stated
Maturity is after the date of conversion or exchange of such Registered
Security shall not be payable. 


          Section
3.8. Persons Deemed Owners. Prior to due presentment of a Registered
Security for registration of transfer, the Company, the Trustee, the Paying
Agent and any agent of the Company or the Trustee may treat the Person in whose
name such Registered Security is registered in the Security Register as the
owner of such Registered Security for the purpose of receiving payment of
principal of, and any premium or (subject to Sections 3.5 and 3.7) interest, if
any, on such Registered Security and for all other purposes whatsoever, whether
or not any payment with respect to such Registered Security shall be overdue,
and none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary. 


          The
Company, the Trustee, the Paying Agent and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon
as the absolute owner of such Security or Coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not any payment with respect to such Security or Coupon shall be
overdue, and none of the Company, the Trustee or any agent of the Company or
the Trustee shall be affected by notice to the contrary. 


          No
Holder of any beneficial interest in any global Security held on its behalf by
a Depository shall have any rights under this Indenture with respect to such
global Security, and such Depository may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such
global Security for all purposes whatsoever. None of the Company, the Trustee,
the 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
3.9. Cancellation. All Securities and Coupons surrendered for payment,
redemption, registration of transfer, exchange or conversion or for credit
against any sinking fund payment shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee, and any such Securities and Coupons,
as well as Securities and Coupons surrendered directly to the Trustee for any
such purpose, shall be cancelled promptly by the Trustee. The Company may at
any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Securities so delivered shall be cancelled
promptly by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by or pursuant to this Indenture. All cancelled Securities
and Coupons held by the Trustee shall be disposed of by the Trustee in its
customary manner, unless by a Company Order, the Company directs their return
to it. 


          Section
3.10. Computation of Interest. Except as otherwise provided in or
pursuant to this Indenture or in any Security, interest on the Securities shall
be computed on the basis of a 360-day year of twelve 30-day months. 


          Interest
shall be calculated by the Paying Agent. The Paying Agent will provide to the
Company the calculation of interest payable on an Interest Payment Date at
least 5 Business Days prior to such Interest Payment Date. 


-29-











          Section
3.11. CUSIP Numbers. The Company in issuing the Securities may use
“CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee in writing of any change in the “CUSIP” numbers. 


          Section
3.12. Issuance of Additional Securities. The Company shall be entitled
to issue Securities under this Indenture which shall have identical terms as
Securities of a series previously issued under this Indenture (the “Original Securities”), other than with
respect to the date of issuance, and in some cases the issue price and the
first interest payment date, either of which may differ from the respective
terms of the Original Securities (“Additional
Securities”). The Additional Securities will bear any legend
required by applicable law. Such Original Securities and any Additional
Securities shall be treated as a single series for all purposes under this
Indenture. Notwithstanding anything to the contrary in this Indenture, any
issuance of Additional Securities after the date hereof shall be in a principal
amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000.



          With
respect to any Additional Securities, the Company shall set forth in a
resolution of the Board of Directors and an Officers’ Certificate, a copy of
each which shall be delivered to the Trustee or established in one or more
indentures supplemental thereto, the following information: 


	
  

 	
  

 
	
  

 	
           (1)
 the aggregate principal amount of such Additional Securities to be
 authenticated and delivered pursuant to this Indenture; and 

 
	
  

 	
  

 
	
  

 	
           (2)
 the issue price, the issue date and the CUSIP number of such Additional
 Securities. 

 


ARTICLE 4


SATISFACTION AND DISCHARGE OF INDENTURE;

DEFEASANCE AND COVENANT DEFEASANCE


          Section
4.1. Satisfaction and Discharge. This Indenture shall be discharged and
shall cease to be of further effect as to all Securities of any series issued
hereunder, when: 


          (1)
either: 


	
  

 	
  

 
	
  

 	
           (a)
 all Securities of such series that have been authenticated, except lost,
 stolen or destroyed Securities that have been replaced or paid and Securities
 for whose payment money has been deposited in trust and thereafter repaid to
 the Company, have been delivered to the Trustee for cancellation; or 

 
	
  

 	
  

 
	
  

 	
           (b)
 all Securities of such series that have not been delivered to the Trustee for
 cancellation have become due and payable by reason of the mailing of a notice
 of redemption or otherwise or shall become due and payable within one year
 and the Company has irrevocably deposited or caused to be deposited with the
 Trustee as trust funds in trust solely for the benefit of the Holders of
 Securities of such series, Cash in U.S. dollars, non-callable Government
 Obligations, or a combination of Cash in U.S. dollars and non-callable
 Government Obligations, in amounts as shall be sufficient, without
 consideration of any reinvestment of interest, to pay and 

 


-30-









	
  

 	
  

 
	
  

 	
 discharge
 the entire Indebtedness on the Securities of such series not delivered to the
 Trustee for cancellation for principal, premium, if any, and accrued
 interest, to the date of maturity or redemption;

 



          (2)
with respect to such series of Securities, no Default or Event of Default has
occurred and is continuing on the date of the deposit (other than a Default or
Event of Default resulting from the borrowing of funds to be applied to such
deposit and the grant of any Lien securing such borrowing) and the deposit
shall not result in a breach or violation of, or constitute a default under,
any other material agreement or instrument to which the Company is a party or
by which the Company is bound; 


          (3)
the Company has paid or caused to be paid all sums payable by it under this
Indenture with respect to the Securities of such series; and 


          (4)
the Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Securities of
such series at maturity or on the redemption date, as the case may be. 


          The
Company must deliver an Officers’ Certificate and an Opinion of Counsel to the
Trustee stating that all conditions precedent to satisfaction and discharge
have been satisfied. 


          Notwithstanding
the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 6.7
and, if money shall have been deposited with the Trustee pursuant to subclause
(b) of clause (1) of this Section, the obligations of the Company and the
Trustee with respect to the Securities of each series under Sections 3.5, 3.6,
4.3, 10.2 and 10.3, and with respect to any rights to convert or exchange such
Securities into securities of the Company or another issuer, shall survive such
satisfaction and discharge. 


          Section
4.2. Defeasance and Covenant Defeasance.


          (1)
The Company may at its option and at any time, elect to have all of its
obligations discharged with respect to the Outstanding Securities of any series
(“Legal Defeasance”) except for: 


	
  

 	
  

 
	
  

 	
           (a)
 the rights of Holders of Outstanding Securities of such series to receive
 payments in respect of the principal of, or interest, if any, or premium, if
 any, on, such Securities when such payments are due from the trust referred
 to in Section 4.2(3); 

 
	
  

 	
  

 
	
  

 	
           (b)
 the Company’s obligations with respect to the Securities of such series
 concerning issuing temporary certificates for the Securities, registration of
 Securities, mutilated, destroyed, lost or stolen Securities and the maintenance
 of an office or agency for payment and money for security payments held in
 trust; 

 
	
  

 	
  

 
	
  

 	
           (c)
 the rights, powers, trusts, duties and immunities of the Trustee, and the
 Company’s obligations in connection therewith; and 

 
	
  

 	
  

 
	
  

 	
           (d)
 this Section 4.2. 

 



          (2)
The Company may, at its option and at any time, elect to have the Obligations
of the Company released with respect to Sections 8.1 and 10.4 hereof with
respect to Securities of any series (“Covenant
Defeasance”), and
thereafter any omission to comply with those covenants shall not constitute a
Default or Event of Default with respect to the Securities of such series. In
the event 


-31-





Covenant
Defeasance occurs, the events set forth under Section 5.1(3), (4), (5) and (6)
hereof shall no longer constitute an Event of Default with respect to the
Securities of such series. 


          (3)
The following shall be the conditions to the application of Section 4.2(1) or
(2) to any Outstanding Securities of any series: 


	
  

 	
  

 
	
  

 	
           (a)
 The Company must irrevocably deposit with the Trustee, in trust, for the
 benefit of the Holders of the Securities of such series, Cash in U.S.
 dollars, non-callable Government Obligations, or a combination of Cash in
 U.S. dollars and non-callable Government Obligations, in amounts as shall be
 sufficient, in the opinion of a nationally recognized investment bank,
 appraisal firm or firm of independent public accountants, to pay the
 principal of, or interest, premium, if any, on, the Outstanding Securities of
 such series on the stated date for payment thereof or on the applicable
 redemption date, as the case may be, and the Company must specify whether
 such Securities are being defeased to such stated date for payment or to a
 particular redemption date; 

 
	
  

 	
  

 
	
  

 	
           (b)
 in the case of Legal Defeasance, the Company must deliver to the Trustee an
 Opinion of Counsel reasonably acceptable to the Trustee confirming that (1)
 the Company has received from, or there has been published by, the Internal
 Revenue Service a ruling or (2) since the Issue Date, there has been a change
 in the applicable federal income tax law, in either case to the effect that,
 and based thereon such Opinion of Counsel shall confirm that, the Holders of
 the Outstanding Securities of such series shall not recognize income, gain or
 loss for federal income tax purposes as a result of such Legal Defeasance and
 shall be subject to federal income tax on the same amounts, in the same
 manner and at the same times as would have been the case if such Legal
 Defeasance had not occurred; 

 
	
  

 	
  

 
	
  

 	
           (c)
 in the case of Covenant Defeasance, the Company must deliver to the Trustee
 an Opinion of Counsel reasonably acceptable to the Trustee confirming that
 the Holders of the Outstanding Securities shall not recognize income, gain or
 loss for federal income tax purposes as a result of such Covenant Defeasance
 and shall be subject to federal income tax on the same amounts, in the same
 manner and at the same times as would have been the case if such Covenant Defeasance
 had not occurred; 

 
	
  

 	
  

 
	
  

 	
           (d)
 no Default or Event of Default has occurred and is continuing on the date of
 such deposit (other than a Default or Event of Default resulting from the
 borrowing of funds to be applied to such deposit and the grant of any Lien
 securing such borrowing); 

 
	
  

 	
  

 
	
  

 	
           (e)
 such Legal Defeasance or Covenant Defeasance shall not result in a breach or
 violation of, or constitute a default under, any material agreement or
 instrument (other than the Indenture) to which the Company is a party or by
 which it is bound; 

 
	
  

 	
  

 
	
  

 	
           (f)
 the Company must deliver to the Trustee an Officers’ Certificate stating that
 the deposit was not made by the Company with the intent of preferring the
 Holders of the Securities of such series over the other creditors of the
 Company with the intent of defeating, hindering, delaying or defrauding any
 creditors of the Company or others; and 

 
	
  

 	
  

 
	
  

 	
           (g)
 the Company must deliver to the Trustee an Officers’ Certificate and an
 Opinion of Counsel, each stating that all conditions precedent relating to
 the Legal Defeasance or the Covenant Defeasance have been complied with. 

 


-32-





          Section
4.3. Application of Trust Money. Subject to the provisions of the last
paragraph of Section 10.3, all money and Government Obligations (or other
property as may be provided pursuant to Section 3.1) (including the proceeds
thereof) deposited with the Trustee pursuant to Section 4.1 or 4.2 in respect
of any Outstanding Securities of any series and any Coupons appertaining
thereto shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and any Coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, to
the Holders of such Securities and any Coupons appertaining thereto of all sums
due and to become due thereon in respect of principal (and premium, if any) and
interest; but such money and Government Obligations need not be segregated from
other funds except to the extent required by law. 


          Section
4.4. Reinstatement. 


          (1)
If the Trustee or Paying Agent is unable to apply any money or Government
Obligations in accordance with Section 4.2(3) by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
obligations under this Indenture and the Securities of the applicable series
issued hereunder shall be revived and reinstated as though no deposit has
occurred pursuant to Section 4.2(4) until such time as the Trustee or Paying
Agent is permitted to apply all such money or Government Obligations in
accordance with and as contemplated by Section 4.2(3). 


          (2)
If the Company’s obligations under this Indenture and the Securities of the
applicable series issued hereunder shall be revived and reinstated in
accordance with this Section 4.4, the Company shall be permitted, at its
discretion to withdraw all or a portion of the deposits made by the Company
pursuant to Section 4.2(3). 


          (3)
If the Company elects not to withdraw any of the deposits made by the Company
pursuant to Section 4.2(3), if and when the Trustee or Paying Agent is later
permitted to apply all such money or Government Obligations in accordance with
and as contemplated by Section 4.2(3), the rights of the Company shall be
subrogated to the rights of the Holders of the Securities of the applicable
series to receive payments from the money or Government Obligations deposited
by the Company pursuant to Section 4.2(3) and held by the Trustee or Paying
Agent; provided that if the Company shall have made any payment of
principal or interest on the Securities of any series because of the revival
and reinstatement of its obligations, which payment is not sourced from any
amounts deposited by the Company pursuant to Section 4.2(3) (such amount, in
the aggregate, being referred to as the “Company
Paid Amount”), the Company shall be permitted, at its discretion, to
withdraw all or a portion of the deposits made by the Company pursuant to
Section 4.2(3) up to the Company Paid Amount. 


ARTICLE 5


REMEDIES


          Section
5.1. Events of Default. “Event of
Default,” wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body), unless such event is specifically deleted or modified in or
pursuant to the supplemental indenture with respect to such series of
Securities or an amendment: 


          (1)
default for 30 days in the payment when due of interest on the Securities of
such series; or 


-33-





          (2)
default in the payment when due (at maturity, upon redemption or otherwise) of
the principal of, or premium, if any, on, the Securities of such series; or 


          (3)
failure for 3 business days by the Company to comply with Section 8.1 hereof;
or 


          (4)
failure by the Company for 60 days after written notice to the Company by the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Securities of such series then Outstanding voting as a single class to comply
with any of the other agreements in this Indenture; or 


          (5)
default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by the Company (or the payment of which is guaranteed by the Company),
whether such Indebtedness or guarantee now exists, or is created after the
issue date of such Securities, if that default: 


	
  

 	
  

 
	
  

 	
           (a)
 is caused by a failure to pay any scheduled installment of principal on such
 Indebtedness prior to the expiration of any applicable grace period provided
 in such Indebtedness on the date of such default (a “Payment Default”); or 

 
	
  

 	
  

 
	
  

 	
           (b)
 results in the acceleration of such Indebtedness prior to its express
 maturity, 

 
	
  

 	
  

 
	
  

 	
 and, in each
 case, the principal amount of any such Indebtedness, together with the
 principal amount of any other such Indebtedness under which there has been a
 Payment Default or the maturity of which has been so accelerated, aggregates
 $250,000,000 or more; or 


 



          (6)
failure by the Company to pay final and non-appealable judgments entered by a
court or courts of competent jurisdiction aggregating in excess of $250,000,000
(net of any amounts covered by insurance), which judgments are not paid,
discharged or stayed for a period of 60 days; or 


          (7)
a court of competent jurisdiction enters an order or decree under any
applicable Bankruptcy Law that: 


	
  

 	
  

 
	
  

 	
           (a)
 is for relief against the Company in an involuntary case; or 

 
	
  

 	
  

 
	
  

 	
           (b)
 appoints a Bankruptcy Custodian of the Company or for all or substantially
 all of the property of the Company; 

 
	
  

 	
  

 
	
  

 	
           (c)
 orders the liquidation of the Company; and the order or decree remains
 unstayed and in effect for 60 consecutive days. The term “Bankruptcy Law” means title 11, U.S. Code
 or any similar federal or state law for the relief of debtors. The term “Bankruptcy Custodian” means any receiver,
 trustee, assignee, liquidator or other similar official under any Bankruptcy
 Law; or 

 



          (8)
the commencement by the Company of a voluntary proceeding under any applicable
bankruptcy, insolvency, reorganization (other than a reorganization under a
foreign law that does not relate to insolvency) or other similar law or of a
voluntary proceeding seeking to be adjudicated insolvent or the consent by the
Company to the entry of a decree or order for relief in an involuntary
proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any insolvency proceedings against it, or
the filing by the Company of a petition or answer or consent seeking
reorganization, arrangement, adjustment or composition of the Company under any
such applicable law, or the consent by the Company to the filing of such
petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee or similar official of the Company


-34-





or any
substantial part of the property of the Company or the making by the Company of
an assignment for the benefit of creditors, or the taking of corporate action
by the Company in furtherance of any such action or the admitting in writing by
the Company of its inability to pay its debts generally as they become due. 


          Section
5.2. Effect of an Event of Default. In the case of an Event of Default
arising under clause (7) or (8) of Section 5.1, all Outstanding Securities
shall become due and payable immediately without further action or notice. If
any other Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in aggregate principal amount of the then Outstanding
Securities of any series, by notice to the Company, may declare all the
Securities of any such affected series to be due and payable immediately. 


          Subject
to the provisions of this Indenture relating to the duties of the Trustee, in
case an Event of Default occurs and is continuing, the Trustee shall be under
no obligation to exercise any of the rights or powers under this Indenture at
the request or direction of any Holders of Securities of such series unless
such Holders have offered to the Trustee reasonable indemnity or security
against any loss, liability or expense. 


          The
Holders of a majority in aggregate principal amount of the then Outstanding
Securities of any series by notice to the Trustee may, on behalf of the Holders
of all of the Securities of such series, rescind an acceleration or waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest or
premium, if any, on, or the principal of, the Securities of such series. 


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


          (1)
default is made in the payment of any installment of interest on any Security
or any Coupon appertaining thereto when such interest shall have become 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 any premium on any
Security at its Maturity, 


the Company
shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of such Securities and any Coupons appertaining thereto, the whole
amount of money then due and payable with respect to such Securities and any
Coupons appertaining thereto, with interest upon the overdue principal, any
premium and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest, and in addition thereto,
such further amount of money 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 and all other
amounts due to the Trustee under Section 6.7. 


          If
the Company shall fail to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and as trustee of an express trust, may institute
a judicial proceeding for the collection of the money so due and unpaid, and
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 any
Coupons appertaining thereto and collect the monies 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 and any Coupons appertaining thereto,
wherever situated. Every recovery of judgment in any such action or other
proceeding subject to the payment of the


-35-





reasonable
expenses, disbursements and compensation of the Trustee, its agents and
attorneys, shall be for the ratable benefit of the Holders of such Securities
that shall be the subject of such action or proceeding. 


          If
an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series and any
Coupons appertaining thereto 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 such Securities or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy. 


          Section
5.4. Trustee May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Company or
any other obligor upon the Securities of any series or the property of the
Company or 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 any
overdue principal, premium or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise, 


          (1)
to file and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Securities of any applicable series, of the principal and
any premium and interest in respect of the Securities and any Coupons
appertaining thereto and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents or counsel) and of the Holders of Securities or any
Coupons appertaining thereto allowed in such judicial proceeding, and 


          (2)
to collect and receive any monies 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 of Securities or
any Coupons to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders of
Securities or any Coupons, to pay to the Trustee any amount due to 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 6.7.



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


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


          Section
5.6. 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


-36-





of the
distribution of such money on account of principal or any premium or interest,
upon presentation of the Securities or Coupons, or both, as the case may be,
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid: 


          (1)
to the payment of all amounts due the Trustee and any predecessor Trustee under
Section 6.7; 


          (2)
to the payment of the amounts then due and unpaid upon the Securities and any
Coupons for principal and any premium and interest, ratably, without preference
or priority of any kind, according to the aggregate amounts due and payable on
such Securities and Coupons for principal and any premium and interest,
respectively; 


          (3)
the balance, if any, to the Company or as a court of competent jurisdiction
shall direct in writing. 


          Section
5.7. Limitations on Suits. Except to enforce the right to receive
payment of principal, premium, if any, or interest, when due, no Holder of
Securities of such series may pursue any remedy with respect to this Indenture
or such Securities unless: 


          (1)
such Holder has previously given the Trustee notice that an Event of Default is
continuing; 


          (2)
Holders of at least 25% in aggregate principal amount of the then Outstanding
Securities of such series have requested the Trustee to pursue the remedy; 


          (3)
such Holders of Securities have offered the Trustee reasonable security or
indemnity against any loss, liability or expense; 


          (4)
the Trustee has not complied with such request within 60 days after the receipt
of the request and the offer of security or indemnity; and 


          (5)
Holders of a majority in aggregate principal amount of the then Outstanding
Securities of such series have not given the Trustee a direction inconsistent
with such request within such 60 day period. 


          Section
5.8. Unconditional Right of Holders to Receive Principal and any Premium and
Interest. Notwithstanding any other provision in this Indenture, the Holder
of any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, any premium and (subject
to Sections 3.7 and 3.10) interest on such Security or payment of such Coupon,
as the case may be, on the respective Stated Maturity or Stated Maturities
therefor specified in such Security or Coupon (or, in the case of redemption,
on the Redemption Date or, in the case of repayment at the option of such
Holder if provided in or pursuant to this Indenture, on the date such repayment
is due) and to institute suit for the enforcement of any such payment, and such
right shall not be impaired without the consent of such Holder. 


          Section
5.9. Restoration of Rights and Remedies. If the Trustee or any Holder of
a Security or a Coupon has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case the Company, the Trustee and each such
Holder shall, subject to any determination in such proceeding, be restored
severally and respectively to their


-37-





former
positions hereunder, and thereafter all rights and remedies of the Trustee and
each such Holder shall continue as though no such proceeding had been
instituted. 


          Section
5.10. Rights and Remedies Cumulative. Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities or Coupons in the last paragraph of Section 3.6, no right or remedy
herein conferred upon or reserved to the Trustee or to each and every Holder of
a Security or a Coupon is intended to be exclusive of any other right or
remedy, and every right and remedy, to the extent permitted by law, shall 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, to the
extent permitted by law, prevent the concurrent assertion or employment of any
other appropriate right or remedy. 


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


          Section
5.12. Control by Holders of Securities. The Holders of a majority in
principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the Securities of such series and any Coupons
appertaining thereto, provided that  


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


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


          (3)
such direction is not unduly prejudicial to the rights of the other Holders of
Securities of such series not joining in such action. 


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


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


          (2)
in respect of a covenant or provision hereof which under Article 9 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 not to have occurred, 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
5.14. Waiver of Usury, Stay or Extension Laws. The Company covenants
that (to the extent that it may lawfully do so) it will not at any time insist
upon, or plead, or in any manner


-38-





whatsoever
claim or take the benefit or advantage of, any usury, 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 expressly
waives (to the extent that it may lawfully do so) 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. 


          Section
5.15. 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 or omitted by it as Trustee, the filing by any
party litigant in such suit of any undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in such
suit having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section 5.15 shall not
apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of 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, if any, on any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date, and, in the case of repayment at
the option of such Holder if provided in or pursuant to this Indenture, on or
after the date for repayment) or for the enforcement of the right, if any, to convert
or exchange any Security into other securities in accordance with its terms. 


ARTICLE 6


THE TRUSTEE


          Section
6.1. Certain Duties and Responsibilities. 


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



          (2)
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 person would
exercise or use under the circumstances in the conduct of his or her own
affairs. 


          (3)
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: 


	
  

 	
  

 
	
  

 	
           (a)
 this Subsection shall not be construed to limit the effect of Subsection (1)
 of this Section; 

 


-39-









	
  

 	
  

 
	
  

 	
           (b)
 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; 

 
	
  

 	
  

 
	
  

 	
           (c)
 the Trustee shall not be liable with respect to any action taken or omitted
 to be taken by it in good faith in accordance with the direction of the
 Holders of a majority in principal amount of the Outstanding Securities of
 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. 

 



          (4)
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
6.2. Certain Rights of Trustee. Subject to Sections 315(a) through
315(d) of the Trust Indenture Act: 


          (1)
The Trustee may conclusively rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties. 


          (2)
Any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order and any resolution of the Board
of Directors may be sufficiently evidenced by a Board Resolution. 


          (3)
Whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or
omitting any action hereunder, the Trustee (unless other evidence shall be
herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon a Board Resolution, an Opinion of Counsel or an Officers’
Certificate. 


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


          (5)
The Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the
Holders of Securities of any series or any related Coupons pursuant to this
Indenture, unless such Holders shall have offered to the Trustee security or
indemnity satisfactory to the Trustee against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction. 


          (6)
The Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
coupon or other paper or document, but the Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney. 


          (7)
The Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the
Trustee shall not be responsible for


-40-





any misconduct
or negligence on the part of any agent or attorney appointed with due care by
it hereunder. 


          (8)
The Trustee shall not be 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. 


          (9)
The Trustee shall not be charged with knowledge of any Default or Event of
Default with respect to the Securities of any series unless either (1) such
Default or Event of Default is actually known by a Responsible Officer of the
Trustee or (2) written notice of such Default or Event of Default which is in
fact such a Default or Event of Default is received by the Trustee at the
Corporate Trust Office of the Trustee and such notice references the Securities
and this Indenture. 


          (10)
The Trustee shall not be required to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it. 


          (11)
In no event shall the Trustee be responsible or liable for special, indirect,
or consequential loss or damage of any kind whatsoever (including, but not
limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action. 


          (12)
The rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Agent, the Trustee in each of its
capacities hereunder (other than in its capacity as a Holder), and each agent,
custodian and other Person employed by it to act hereunder. 


          (13)
The Trustee may request that the Company deliver a certificate setting forth
the names of individuals and/or titles of officers authorized at such time to
take specified actions pursuant to this Indenture. 


          Section
6.3. 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 7.3(3), notice of such default hereunder
actually known to a Responsible Officer of the Trustee, unless such default
shall have been cured or waived; provided, however, that, except
in the case of a default in the payment of the principal of (or premium, if
any), or interest, if any, on, or any sinking fund or purchase fund installment
with respect to, any Security of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
best interest of the Holders of Securities and Coupons of such series. 


          Section
6.4. Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Securities, except the Authenticating
Agent’s certificate of authentication, and in any Coupons shall be taken as the
statements of the Company, and none of the Trustee, Paying Agent, Security
Registrar nor any Authenticating Agent assumes any responsibility for their
correctness. None of the Trustee, Paying Agent, Security Registrar or
Authenticating Agent makes any representations as to the validity or
sufficiency of this Indenture or of the Securities or Coupons, except that each
represents that it is duly authorized to execute and deliver this Indenture and
perform its obligations hereunder and the Trustee represents that the
statements made by it in a Statement of Eligibility on Form T-1 supplied to


-41-





the Company
are true and accurate, subject to the qualifications set forth therein and the
Authenticating Agent is duly authorized to authenticate the Securities. None of
the Trustee, any Authenticating Agent, Paying Agent or Security Registrar shall
be accountable for the use or application by the Company of Securities or the
proceeds thereof. 


          Section
6.5. May Hold Securities. The Trustee, any Paying Agent, Security
Registrar, Authenticating Agent or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and Coupons and, subject to Trust Indenture Act Sections 310(b) and 311, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such
other agent. 


          Section
6.6. Money Held in Trust. Except as provided in Section 4.3 and Section
10.3, money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law and shall be held uninvested.
The Trustee shall be under no liability for interest on any money received by
it hereunder except as otherwise agreed to in writing with the Company. 


          Section
6.7. Compensation and Reimbursement. The Company agrees: 


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


          (2)
except as otherwise expressly provided herein, to reimburse 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 reasonable compensation and the expenses, advances and disbursements
of its agents and counsel), except any such expense, disbursement or advance as
shall be determined to have been caused by its own negligence or willful
misconduct. 


          (3)
to indemnify each of the Trustee and any predecessor Trustee for, and to hold
it harmless against, any loss, claim, damage, liability or expense, including
taxes, incurred without negligence or willful misconduct on its own part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance
of any of its powers or duties hereunder, except to the extent that any such
loss, liability, claim, damage or expense shall be determined to have been
caused by the Trustee’s own negligence or willful misconduct. 


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


          To
the extent permitted by law, any compensation or expense incurred by the
Trustee in connection with a default specified in or pursuant to Section 5.1 is
intended to constitute an expense of administration under any then applicable
bankruptcy or insolvency law. “Trustee” for purposes of this Section 6.7 shall
include any predecessor Trustee but the negligence or bad faith of any Trustee
shall not affect the rights of any other Trustee under this Section 6.7. 


          The
provisions of this Section 6.7 shall survive the satisfaction, termination or
discharge of this Indenture or the earlier resignation or removal of the
Trustee and shall apply with equal force and effect to the Authenticating Agent,
Paying Agent or Security Registrar in its capacity as such. 


-42-





          Section
6.8. Corporate Trustee Required; Eligibility. There shall at all times
be a Trustee hereunder that is a Corporation organized and doing business under
the laws of the United States of America, any state thereof or the District of
Columbia, that is eligible under Section 310(a)(1) of the Trust Indenture Act
to act as trustee under an indenture qualified under the Trust Indenture Act
and that has a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000, and that
is subject to supervision or examination by Federal or state authority. 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. Also, if the Trustee has or
shall acquire a conflicting interest within the meaning of Section 310(b) of
the Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture. If Section 310(b) of
the Trust Indenture Act is amended any time after the date of this Indenture to
change the circumstances under which a Trustee shall be deemed to have a
conflicting interest with respect to the Securities of any series or to change
any of the definitions in connection therewith, this Section 6.8 shall be
automatically amended to incorporate such changes. 


          Section
6.9. Resignation and Removal; Appointment of Successor. 


          (1)
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 pursuant to Section 6.10. 


          (2)
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 6.10 shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition at the expense of the Company
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to such series. 


          (3)
The Trustee may be removed at any time with respect to the Securities of any
series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.10 shall not have been delivered to the Trustee within 30 days after
the Act of the Holders removing the Trustee, the removed Trustee may petition
at the expense of the Company any court of competent jurisdiction for the
appointment of a successor Trustee with respect to such series. 


          (4)
If at any time: 


	
  

 	
  

 
	
  

 	
           (a)
 the Trustee shall fail to comply with the obligations imposed upon it under
 Section 310(b) of the Trust Indenture Act with respect to Securities of any
 series after written request therefor by the Company or any Holder of a
 Security of such series who has been a bona fide Holder of a Security of such
 series for at least six months, or 

 
	
  

 	
  

 
	
  

 	
           (b)
 the Trustee shall cease to be eligible under Section 6.8 and shall fail to
 resign after written request therefor by the Company or any such Holder, or 

 
	
  

 	
  

 
	
  

 	
           (c)
 the Trustee shall become incapable of acting or shall be adjudged a bankrupt
 or insolvent or a receiver of the Trustee or of its property shall be
 appointed or any public officer shall take charge or control of the Trustee
 or of its property or affairs for the purpose of rehabilitation, conservation
 or liquidation, then, in any such case, (i) the Company, by or pursuant to a
 Board Resolution, may remove the Trustee with respect to all Securities or
 the Securities of such series, or subject to Section 315(e) of the Trust
 Indenture Act, any Holder of a Security who 

 


-43-









	
  

 	
  

 
	
  

 	
 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 removal of the Trustee with respect to all
 Securities of such series and the appointment of a successor Trustee or
 Trustees.

 



          (5)
If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of such 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 6.10. If, within one year after such
resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 6.10, 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 within three months after such appointment might
have been made hereunder by the Company or the Holders of Securities and
accepted appointment in the manner required by Section 6.10, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series. 


          (6)
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 the Holders of
Registered Securities, if any, of such series as their names and addresses
appear in the Security Register and, if Securities of such series are issued as
Bearer Securities, by publishing notice of such event once in an Authorized
Newspaper in each Place of Payment located outside the United States. Each
notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office. 


          (7)
In no event shall any retiring Trustee be liable for the acts or omissions of
any successor Trustee hereunder. 


          Section
6.10. Acceptance of Appointment by Successor. 


          (1)
Upon the appointment hereunder of any successor Trustee with respect to all
Securities, such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties hereunder of the retiring Trustee; but, on the request of the Company or
such successor Trustee or the Holders of at least 10% in principal amount of
the applicable series of Securities then Outstanding, such retiring Trustee,
upon payment of its charges, shall execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and, subject to Section 10.3, shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim, if any, provided for in
Section 6.7. 


-44-






          (2)
Upon the appointment hereunder of any successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and such successor Trustee 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, such 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, 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 that no
Trustee shall be responsible for any notice given to, or received by, or any
act or failure to act on the part of any other Trustee hereunder, 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, such retiring Trustee shall have no further responsibility for the
exercise of rights and powers or for the performance of the duties and obligations
vested in the Trustee under this Indenture with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates
other than as hereinafter expressly set forth, 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 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 such successor Trustee, such
retiring Trustee, upon payment of its charges with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates
and subject to Section 10.3 shall duly assign, transfer and deliver to such
successor Trustee, to the extent contemplated by such supplemental indenture,
the property and money held by such retiring Trustee hereunder with respect to
the Securities of that or those series to which the appointment of such successor
Trustee relates, subject to its claim, if any, provided for in Section 6.7. 


          (3)
Upon request of any Person appointed hereunder as a 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 (1) or (2) of this Section, as the case may be.



          (4)
No Person shall accept its appointment hereunder as a successor Trustee unless
at the time of such acceptance such successor Person shall be qualified and
eligible under this Article. 


          Section
6.11. 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, shall be the successor
of the Trustee hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided, that such
Corporation shall be otherwise qualified and eligible under this Section. 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.  


          Section
6.12. Appointment of Authenticating Agent. The Trustee may appoint one
or more Authenticating Agents acceptable to the Company with respect to one or
more series of Securities, and


-45-





which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that
or those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to Section 3.6, 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 hereby appoints Deutsche Bank Trust Company
Americas the initial Authenticating Agent for each series of Securities.
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 must be acceptable to the Company and, except as provided
in or pursuant to this Indenture, shall at all times be a Corporation that
would be permitted by the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section. 


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


          An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and 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 (i) mail written
notice of such appointment by first-class mail, postage prepaid, to all Holders
of Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section. 


          The
Company agrees to pay each Authenticating Agent from time to time reasonable
compensation for its services under this Section. If the Trustee makes such
payments, it shall be entitled to be reimbursed for such payments, subject to
the provisions of Section 6.7. 


          If
an Authenticating Agent is appointed with respect to one or more series of
Securities pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to or in lieu of the Trustee’s certificate of
authentication, an alternate certificate of authentication in substantially the
following form: 


-46-






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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 DEUTSCHE
 BANK TRUST COMPANY AMERICAS,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date: 

 	
  

 	
  

 	
 By: 

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
           as
 Authenticating Agent

 



          If
all of the Securities of any 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 in writing (which writing need not be accompanied by
or contained in an Officers’ Certificate by the Company or Opinion of Counsel),
shall appoint in accordance with this Section an Authenticating Agent having an
office in a Place of Payment designated by the Company with respect to such
series of Securities. 


          Section
6.13. Appointment of Attorney-in-Fact. The Trustee for each series of
Securities is hereby appointed, and each and every Holder of Securities of such
series, by receiving and holding the same, shall be conclusively deemed to have
appointed such Trustee, the true and lawful attorney-in-fact of such Holder,
with authority to make or file (whether or not the Company shall be in default
in respect of the payment of the principal of, or premium or interest, if any,
on any of the Securities of such series), in its own name as trustee of an
express trust or otherwise as it shall deem advisable, in any receivership,
insolvency, liquidation, bankruptcy, reorganization, or other judicial
proceedings relative to the Company or any other obligor upon such Securities
or to their respective creditors or property, any and all claims, proofs of
claim, proofs of debt, petitions, consents, other papers and documents, and
amendments of any thereof, as may be necessary or advisable in order to have
the claims of the Trustee and of the Holders of such Securities allowed in any
such proceeding and to collect and receive any moneys or other property payable
or deliverable on any such claim, and to execute and deliver any and all other
papers and documents and to do and perform any and all other acts and things,
as it may deem necessary or advisable in order to enforce in any such
proceedings any of the claims of such Trustee and of any of such Holders in
respect of any of the Securities of such series; and any receiver, assignee,
custodian, trustee, or debtor in any such proceedings is hereby authorized, and
each and every Holder of the Securities of such series, by receiving and
holding the same, shall be conclusively deemed to have authorized any such
receiver, assignee, custodian, trustee, or debtor, to make any such payment or
delivery to or on the order of such Trustee, and, in the event that such
Trustee shall consent to the making of such payments or deliveries directly to
the Holders of the Securities of such series, to pay to such Trustee any amount
due it for compensation and expenses, including counsel fees and expenses,
incurred by it down to the date of such payment or delivery; provided, however,
that nothing herein contained shall be deemed to authorize or empower such
Trustee to consent to or accept or adopt, on behalf of any Holder of Securities
of such series, any plan of reorganization or readjustment of the Company
affecting the Securities of such series or the rights of any Holder thereof, or
to authorize or empower such Trustee to vote in respect of the claim of any
Holder of any Securities of such series in any such proceedings. 


-47-






ARTICLE 7


HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY


          Section
7.1. Names and Addresses of Holders. In accordance with Section 312(a)
of the Trust Indenture Act, the Company shall furnish or cause to be furnished
to the Trustee 


          (1)
semi-annually with respect to Securities of each series not later than May 1
and November 1 of the year or upon such other dates as are set forth in or
pursuant to the Board Resolution or indenture supplemental hereto authorizing
such series, a list, in each case in such form as the Trustee may reasonably
require, of the names and addresses of Holders as of the applicable date, and 


          (2)
at such other times as the Trustee may request in writing to the Company and
the Security Registrar within 30 days after the receipt by the Company and the
Security Registrar 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, 


provided, however, that so long as the Trustee
is the Security Registrar no such list shall be required to be furnished. 


          The
Security Registrar hereby agrees to provide the list described in clauses (1)
and (2) of this Section 7.1 to the Company and the Trustee no later than the
dates prescribed therein. Delivery by the Security Registrar to the Trustee of
such list in such manner shall satisfy the Company’s obligations pursuant to
clauses (1) and (2) of this Section 7.1. 


          Section
7.2. Preservation of Information; Communications to Holders. The Trustee
shall comply with the obligations imposed upon it pursuant to Section 312 of
the Trust Indenture Act. 


          Every
Holder of Securities or Coupons, by receiving and holding the same, agrees with
the Company and the Trustee that none of the Company, the Trustee, any Paying
Agent or any Security Registrar shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
of Securities in accordance with Section 312(c) of the Trust Indenture Act,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 312(b) of the Trust Indenture Act. 


          Section
7.3. Reports by Trustee.


          (1)
Within 60 days after September 15 of each year commencing with the first
September 15 following the first issuance of Securities pursuant to Section
3.1, if required by Section 313(a) of the Trust Indenture Act, the Trustee
shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief
report dated as of such September 15 with respect to any of the events
specified in said Section 313(a) which may have occurred since the later of the
immediately preceding September 15 and the date of this Indenture. 


          (2)
The Trustee shall transmit the reports required by Section 313(a) of the Trust
Indenture Act at the times specified therein. 


          (3)
Reports pursuant to this Section shall be transmitted in the manner and to the
Persons required by Sections 313(c) and 313(d) of the Trust Indenture Act. 


-48-





          Section
7.4. Reports by Company. The Company, pursuant to Section 314(a) of the
Trust Indenture Act, shall: 


          (1)
file with the Trustee, within 30 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, as amended;
or, if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it shall file with the Trustee and
the Commission, in accordance with rules and regulations prescribed from time
to time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended, 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 from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants of this Indenture as may be required from
time to time by such rules and regulations; and 


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


          Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt thereof shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates). 


ARTICLE 8


CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES


          Section
8.1. Company May Consolidate, Etc., Only on Certain Terms 


          (a)
The Company will not, directly or indirectly: (1) consolidate or merge with or
into another Person (whether or not the Company is the surviving corporation);
or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or
substantially all of the properties or assets of the Company and its
Subsidiaries, taken as a whole, in one or more related transactions, to another
Person, unless: 


          (1)
either: (a) the Company is the surviving corporation; or (b) the Person formed
by or surviving any such consolidation or merger (if other than the Company) or
to which such sale, assignment, transfer, conveyance or other disposition has
been made is a Person organized or existing under the laws of the United
States, any state of the United States or the District of Columbia; 


          (2)
the Person formed by or surviving any such consolidation or merger (if other
than the Company) or the Person to which such sale, assignment, transfer,
conveyance or other disposition has 


-49-





been made assumes by
contract or operation of law all the obligations of the Company under the
Securities and this Indenture, pursuant to agreements reasonably satisfactory
to the Trustee; and 


          (3)
immediately after, and upon giving effect to, such transaction, no Default or
Event of Default exists. 


          (b)
This Section 8.1 shall not apply to: 


          (1)
a merger of the Company with an Affiliate solely for the purpose of
reincorporating the Company in another jurisdiction; or 


          (2)
any consolidation or merger, or any sale, assignment, transfer, conveyance,
lease or other disposition of assets between or among the Company and its
Subsidiaries. 


          Section
8.2. Successor Person Substituted for Company. Upon any consolidation or
amalgamation by the Company with or merger of the Company into any other Person
or any conveyance, transfer or lease of the properties and assets of the
Company as an entirety or substantially as an entirety to any Person in
accordance with Section 8.1, the successor Person formed by such consolidation
or amalgamation 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 Person had been named as the Company
herein; and thereafter, except in the case of a lease, the predecessor Person
shall be released from all obligations and covenants under this Indenture, the
Securities and the Coupons. 


ARTICLE 9


SUPPLEMENTAL INDENTURES


          Section
9.1. General. Except as provided in Sections 9.2 through 9.3 hereof,
this Indenture and the Securities may be amended or supplemented as they relate
to any series of Securities with the consent of the Holders of at least a
majority in aggregate principal amount of the Securities of such series then
Outstanding (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Securities), and any
existing Default or Event of Default or compliance with any provision of this
Indenture or the Securities with respect to any series may be waived with the
consent of the Holders of a majority in aggregate principal amount of the then
Outstanding Securities of such series (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Securities). 


          Section
9.2. Consent of Holders. Without the consent of each Holder of
Securities affected, an amendment, supplement or waiver may not (with respect
to any Securities held by a non-consenting Holder): 


          (1)
reduce the principal amount of Securities whose Holders must consent to an
amendment, supplement or waiver; or 


          (2)
reduce the principal of or change the fixed maturity of any Securities or
reduce the Redemption Price of any Securities; or 


          (3)
reduce the rate of or change the time for payment of interest, including
default interest, on any Security; or 


-50-





          (4)
waive a Default or Event of Default in the payment of principal of, interest
on, or premium, if any, on, the Securities (except a rescission of acceleration
of the Securities by the Holders of at least a majority in aggregate principal
amount of the then Outstanding Securities and a waiver of the Payment Default
that resulted from such acceleration); or 


          (5)
make any Securities payable in money other than U.S. dollars; or 


          (6)
make any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of Securities to receive payments of
principal of, or interest, premium, if any, on, the Securities; or 


          (7)
waive a redemption payment with respect to any Security; or 


          (8)
make any change in this Section 9.2. 


          Section
9.3. Without Consent of Holders. Notwithstanding Sections 9.1 and 9.2,
without the consent of any Holder of the Securities, the Company and the
Trustee may amend or supplement the Indenture or the Securities: 


          (1)
to cure any ambiguity, defect or inconsistency; or 


          (2)
to provide for uncertificated Securities in addition to or in place of
certificated Securities; or 


          (3)
to provide for the assumption of the Company’s obligations to Holders of
Securities in the case of a merger or consolidation or sale of all or
substantially all of the Company’s assets; or 


          (4)
to make any change that would provide any additional rights or benefits to the
Holders of such Securities, increase the interest rate applicable to any series
of Securities or that does not adversely affect the legal rights under this
Indenture of any such Holder; or 


          (5)
to comply with requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act; or 


          (6)
to conform the text of this Indenture, any supplemental indenture, if
applicable, or the Securities to any provision of the Company’s Registration
Statement (No. 333-180015) on Form S-3 set forth under the heading “Description
of Debt Securities” thereunder or “Description of Notes” in a prospectus
supplement applicable to any series of Securities; 


          (7)
to provide for the issuance of Additional Securities in accordance with the
limitations set forth in this Indenture as of the date of this Indenture; 


          (8)
to establish the form or terms of Securities of any series and any related
Coupons as permitted by Sections 2.1 and 3.1, including the provisions and
procedures relating to Securities convertible into or exchangeable for any
securities of any Person (including the Company); 


          (9)
to add any additional Events of Default with respect to all or any series of
Securities (as shall be specified in such supplemental indenture); 


          (10)
to supplement any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the defeasance and discharge of any series
of Securities pursuant to Article 4, 


-51-





provided that any such
action shall not adversely affect the interests of any Holder of an Outstanding
Security of such series and any Coupons appertaining thereto or any other
Outstanding Security or Coupon in any material respect; 


          (11)
to secure payment on the Securities; or 


          (12)
to amend or supplement any provision contained herein or in any supplemental
indenture, provided that no such amendment or supplement shall materially
adversely affect the interests of the Holders of any Securities then
Outstanding. 


          In
computing whether the Holders of the requisite principal amount of Outstanding
Securities have taken action under this Indenture or under a supplemental
indenture hereto, the Company shall use: (i) for an Original Issue Discount
Security, the amount of the principal that would be due and payable as of that
date, as if the Maturity of such Security had been accelerated due to a
default; and for a Security denominated in a Foreign Currency or Currencies,
the Dollar equivalent of the outstanding principal amount as of that date,
using the exchange rate in effect on the date of original issuance of such
Security. 


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


          It
shall not be necessary for any Act of Holders of Securities 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. 


          Any
consent given by any Holder of a Security under this Section 9.3 shall be
irrevocable for a period of six months after the day of execution thereof, but
may be revoked at any time thereafter by such Holder or by his successor in
title by filing written notice of such revocation with the Trustee at its
Corporate Trust Office; provided, however, that such consent
shall not be revocable after the holders of not less than a majority in
aggregate principal amount of the Securities of the series of which such
Security is a part at the time Outstanding shall have consented to such
supplemental indenture. No notation on any Security of the fact of such consent
shall be necessary, but any such written consent by the Holder of any Security
shall be conclusive and binding on all future Holders and owners of the same
Security and of all Securities delivered in exchange therefor, unless revoked
in the manner and during the period provided in this Section 9.3. 


          Section
9.4. Execution of Supplemental Indentures. As a condition to executing,
or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trust created by
this Indenture, the Trustee shall be entitled to receive, and (subject to
Section 315 of the Trust Indenture Act) shall be fully protected in relying
upon, an Opinion of Counsel and Officers’ Certificate stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise is not reasonably acceptable to
the Trustee. 


          Section
9.5. 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, to the extent that such is 


-52-





or is made applicable
thereto, every Holder of a Security theretofore or thereafter authenticated and
delivered hereunder and of any Coupon appertaining thereto shall be bound
thereby. 


          Section
9.6. Reference in Securities to Supplemental Indentures. Securities of
any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for
in such supplemental indenture. If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee 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 in equal aggregate principal amounts,
and such exchange shall be made without cost to the Holders. 


          Section
9.7. 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
9.8. Notice of Supplemental Indenture. Promptly after the execution by
the Company and the Trustee of any supplemental indenture pursuant to Section
9.3, the Company shall transmit to the Holders of Outstanding Securities of any
series affected thereby a notice setting forth in general terms the substance
of such supplemental indenture. Failure to send such notice will not impair the
validity of such supplemental indenture. 


ARTICLE 10


COVENANTS


          Section
10.1. Payment of Principal, any Premium, Interest. The Company covenants
and agrees for the benefit of the Holders of the Securities of each series that
it will duly and punctually pay the principal of, and any premium or interest,
if any, on the Securities of such series in accordance with the terms thereof,
any Coupons appertaining thereto and this Indenture. Any interest due on any
Bearer Security on or before the Maturity thereof, shall be payable only upon
presentation and surrender of the Coupons appertaining thereto for such
interest as they severally mature. When and as paid, all Securities of such
series shall be cancelled and destroyed in accordance with the Section 3.9
hereof. 


          Section
10.2. Maintenance of Office or Agency. The Company shall maintain in
each Place of Payment for any series of Securities an Office or Agency where
Securities of such series (but not Bearer Securities, except as otherwise
provided below, unless such Place of Payment is located outside the United
States) may be presented or surrendered for payment, where Securities of such
series may be surrendered for registration of transfer or exchange, where
Securities of such series that are convertible or exchangeable may be
surrendered for conversion or exchange, and where notices and demands to or
upon the Company in respect of the Securities of such series relating thereto
and this Indenture may be served. If Securities of a series are issuable as
Bearer Securities, the Company shall maintain, subject to any laws or
regulations applicable thereto, an Office or Agency in a Place of Payment for
such series which is located outside the United States where Securities of such
series and any Coupons appertaining thereto may be presented and surrendered
for payment; provided, however, that if the Securities of such
series are listed on The Stock Exchange of the United Kingdom and the Republic
of Ireland or the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Company
shall maintain a Paying Agent in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the
Securities of such series are listed on such exchange. 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, 


-53-





such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, except that Bearer Securities of such series and any
Coupons appertaining thereto may be presented and surrendered for payment at
the place specified for the purpose with respect to such Securities as provided
in or pursuant to this Indenture, and the Company hereby appoints the Trustee
as its agent to receive all such presentations, surrenders, notices and
demands. 


          Except
as otherwise provided in or pursuant to this Indenture, no payment of
principal, premium or interest with respect to Bearer Securities shall be made
at any Office or Agency in the United States or by check mailed to any address
in the United States or by transfer to an account maintained with a bank
located in the United States; provided, however, if amounts owing
with respect to any Bearer Securities shall be payable in Dollars, payment of
principal of, any premium or interest on, any such Security may be made at the
Corporate Trust Office of the Trustee or any Office or Agency designated by the
Company in the Borough of Manhattan, The City of New York, if (but only if)
payment of the full amount of such principal, premium or interest at all
offices outside the United States maintained for such purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions, and the Company has delivered to the
Trustee an Opinion of Counsel to that effect. 


          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 shall give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
Office or Agency. Unless otherwise provided in or pursuant to this Indenture,
the Company hereby designates as the Place of Payment for each series of
Securities the Borough of Manhattan, The City of New York, and initially
appoints the Corporate Trust Office of the Trustee as the Office or Agency of
the Company in the Borough of Manhattan, The City of New York for such purpose.
The Company may subsequently appoint a different Office or Agency in the
Borough of Manhattan, The City of New York for the Securities of any series.  


          Unless
otherwise specified with respect to any Securities pursuant to Section 3.1, if
and so long as the Securities of any series are denominated in a Foreign
Currency or may be payable in a Foreign Currency, or so long as it is required
under any other provision of this Indenture, then the Company will maintain
with respect to each such series of Securities, or as so required, at least one
exchange rate agent. 


          Section
10.3. 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 shall, on or before each due date of the principal of, any
premium or interest on, any of the Securities of such series segregate and hold
in trust for the benefit of the Persons entitled thereto a sum in the currency
or currencies, currency unit or units or composite currency or currencies in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.1 for the Securities of such series) sufficient to pay
the principal or any premium or interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided, and shall
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 shall, no later than 11:00 am on the Business Day prior to each due date of
the principal of, any premium or interest on, any Securities of such series,
deposit with any Paying Agent a sum (in the currency or currencies, currency
unit or units or composite currency or currencies described in the preceding
paragraph) sufficient to pay the principal or any premium or interest so
becoming due, such sum to be 


-54-





held in trust for the
benefit of the Persons entitled thereto, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act. 


          The
Company shall 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 shall: 


          (1)
hold all sums held by it for the payment of the principal of, any premium or
interest on, Securities of such 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 provided in or pursuant to this Indenture; 


          (2)
give the Trustee notice of any default by the Company (or any other obligor
upon the Securities of such series) in the making of any payment of principal,
any premium or interest on, Securities of such 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
terms 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 sums. 


          Except
as otherwise provided herein or pursuant hereto, any money deposited with the
Trustee or any Paying Agent, or then held by the Company in trust for the
payment of the principal of, any premium or interest on, any Security of any
series or any Coupon appertaining thereto and remaining unclaimed for two years
after such principal or any such premium or interest shall have become due and
payable shall be paid to the Company on Company Request, or (if then held by
the Company), unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property laws, shall be discharged from such
trust; and the Holder of such Security or any Coupon appertaining thereto 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 an Authorized Newspaper in each Place of
Payment for such series or to be mailed to Holders of Registered Securities of
such series, or both, 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 or mailing nor shall it be later than two years after such
principal and any premium or interest shall have become due and payable, any
unclaimed balance of such money then remaining will be repaid to the Company. 


          Section
10.4. Liens. After the date of the execution and delivery of this
Indenture and so long as any Securities shall be outstanding, the Company shall
not pledge or otherwise subject to any lien (any such pledge or lien being
hereinafter referred to as a “Lien”)
any of its property or assets to secure Indebtedness for money borrowed,
incurred, issued, assumed or guaranteed by the Company without thereby
expressly securing the due and punctual payment of the principal of and
interest on the Securities equally and ratably with any and all other
Indebtedness for borrowed money secured by such Lien, so long as any such other
Indebtedness shall be so secured; provided,
however, that this restriction shall not prohibit or otherwise
restrict: 


-55-









	
  

 	
  

 
	
  

 	
           (a)
 Liens existing on the date on which the relevant Securities are issued under
 this Indenture; 

 
	
  

 	
  

 
	
  

 	
           (b)
 the Company from creating, incurring or suffering to exist upon any of its
 property or assets any Lien in favor of any Subsidiary of the Company; 

 
	
  

 	
  

 
	
  

 	
           (c)
 the Company (i) from creating, incurring or suffering to exist a purchase
 money Lien upon any such property, assets, capital stock or Indebtedness
 acquired by the Company prior to, at the time of, or within one year after
 (1) in the case of physical property or assets, the later of the acquisition,
 completion of construction (including any improvements on existing property)
 or commencement of commercial operation of such property or (2) in the case
 of shares of Capital Stock, Indebtedness or other property or assets, the
 acquisition of such shares of Capital Stock, Indebtedness, property or
 assets, (ii) from acquiring property or assets subject to Liens existing
 thereon at the date of acquisition thereof, whether or not the Indebtedness
 secured by any such Lien is assumed or guaranteed by the Company, or (iii)
 from creating, incurring or suffering to exist Liens upon any property of any
 Person, which Liens exist at the time any such Person is merged with or into
 or consolidated with the Company (or becomes a subsidiary of the Company) or
 which Liens exist at the time of a sale or transfer of the properties of any
 such Person as an entirety or substantially as an entirety to the Company; 

 
	
  

 	
  

 
	
  

 	
           (d)
 the Company from creating, incurring or suffering to exist upon any of its
 property or assets Liens in favor of the United States or any state thereof
 or the District of Columbia, or any agency, department or other
 instrumentality thereof, to secure progress, advance or other payments
 pursuant to any contract or provision of any statute (including maintaining
 self-insurance or participating in any fund in connection with worker’s
 compensation, disability benefits, unemployment insurance, old age pensions
 or other types of social benefits, or joining in any other provisions or
 benefits available to companies participating in any such arrangements); 

 
	
  

 	
  

 
	
  

 	
           (e)
 the Company from creating, incurring or suffering to exist upon any of its
 property or assets Liens securing its obligations under letters of credit,
 Rate Management Transactions, bids, tenders, sales contracts, purchase
 agreements, repurchase agreements, reverse repurchase agreements, bankers’ acceptances,
 leases, surety and performance bonds, and other similar obligations, in each
 case, incurred in the ordinary course of business; 

 
	
  

 	
  

 
	
  

 	
           (f)
 the Company from creating, incurring or suffering to exist Liens upon any
 real property acquired or constructed by the Company primarily for use in the
 conduct of its business; 

 
	
  

 	
  

 
	
  

 	
           (g)
 the Company from entering into any arrangement with any Person providing for
 the leasing by the Company of any property or assets, which property or
 assets have been or will be sold or transferred by the Company to such Person
 with the intention that such property or assets will be leased back to the
 Company, if the obligations in respect of such lease would not be included as
 liabilities on its consolidated balance sheet; 

 
	
  

 	
  

 
	
  

 	
           (h)
 the Company from creating, incurring or suffering to exist upon any of its
 property or assets Liens to secure non-recourse debt in connection with its
 engaging in any leveraged or single-investor or other lease transactions,
 whether (in the case of Liens on or relating to leases or groups of leases or
 the particular properties subject thereto) such Liens are on the particular
 properties subject to any leases involved in any of such transactions and/or
 the 

 


-56-









	
  

 	
  

 
	
  

 	
 rental or other payments
 or rights under such leases or, in the case of any group of related or
 unrelated leases, on the properties subject to the leases comprising such
 group and/or on the rental or other payments or rights under such leases, or
 on any direct or indirect interest therein, and whether (in any case) (A)
 such Liens are created prior to, at the time of, or at any time after the
 entering into of such lease transactions and/or (B) such leases are in
 existence prior to, or entered into by the Company at the time of or at any
 time after, the purchase or other acquisition by the Company of the
 properties subject to such leases; 

 
	
  

 	
  

 
	
  

 	
           (i)
 the Company from creating, incurring or suffering to exist (A) other
 consensual Liens in the ordinary course of its business that secure
 Indebtedness that, in accordance with generally accepted accounting
 principles, would not be included in total liabilities as shown on its
 consolidated balance sheet, or (B) Liens created by the Company in connection
 with any transaction intended by the Company to be a sale of its property or
 assets, provided that such
 Liens are upon any or all of the property or assets intended to be sold, the
 income from such property or assets and/or the proceeds of such property or
 assets; 

 
	
  

 	
  

 
	
  

 	
           (j)
 the Company from creating, incurring or suffering to exist Liens on property
 or assets financed through tax-exempt municipal obligations, provided that such Liens are only on the
 property or assets so financed; 

 
	
  

 	
  

 
	
  

 	
           (k)
 any extension, renewal, refinancing or replacement (or successive extensions,
 renewals, refinancings or replacements), in whole or in part, of any of the
 foregoing; provided, however, that
 any such extension, renewal, refinancing or replacement shall be limited to
 all or a part of the property or assets (or substitutions therefor) which
 secured the Lien so extended, renewed, refinanced or replaced (plus
 improvements on such property); and 

 
	
  

 	
  

 
	
  

 	
           (l)
 the Company from creating, incurring or suffering to exist any other Lien not
 otherwise permitted by any of the foregoing clauses (a) through (k) above; provided that the maximum amount of
 Indebtedness secured by Liens in reliance on this clause (l) shall not
 exceed, at the time of and after giving effect to the incurrence of any
 Indebtedness secured by a Lien in reliance on this clause (l), an amount
 equal to the greater of $900 million or 10% of the excess of its consolidated
 total assets over its consolidated liabilities, as shown on its balance sheet
 for the most recent fiscal quarter for which financial statements are
 publicly available in accordance with generally accepted accounting
 principles at the date of measurement. 

 



          For
the purposes of this Section 10.4, any contract by which title is retained as
security (whether by lease, purchase, title retention agreement or otherwise)
for the payment of a purchase price shall be deemed to be a purchase money
Lien. 


          Nothing
contained in this Section 10.4 or elsewhere in this Indenture shall prevent or
be deemed to prohibit the creation, assumption or guaranty by the Company of
any Indebtedness not secured by a Lien or the issuance by the Company of any
debentures, notes or other evidences of Indebtedness not secured by a Lien,
whether in the ordinary course of business or otherwise. 


          The
entry by the Company into any contract, document, agreement or instrument
(which shall include bank credit facilities, Rate Management Transactions and
loan agreements), in the ordinary course of business or otherwise, which
contract, document, agreement or instrument may provide for or contain a right
of set-off or other similar right between the Company and such other party to
the contract, document agreement or instrument shall not result in, or be
deemed to constitute, the creation or incurrence of a “Lien” as such term is
used in this Indenture. 


-57-





          Section
10.5. Corporate Existence. Subject to Article 8, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and do or cause to be done all things necessary
to preserve and keep in full force and effect the corporate existence of each
of its Subsidiaries and its and their rights (charter and statutory) and franchises;
provided, however, that the foregoing shall not obligate the
Company or any of its Subsidiaries to preserve any such right or franchise if
the Company or any such Subsidiary shall determine that the preservation
thereof is no longer desirable in the conduct of its business or the business
of such Subsidiary and that the loss thereof is not disadvantageous in any
material respect to any Holder. 


          Section
10.6. Waiver of Certain Covenants. Anything in this Indenture to the
contrary notwithstanding, the Company may fail or omit in any particular
instance to comply with a covenant or condition set forth herein with respect
to the Securities of any series if, prior to the time of such failure or
omission, the Holders of at least a majority in principal amount of the
Outstanding Securities of such series, by Act of such Holders, either shall
waive such compliance in such instance or generally shall have waived
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect. The Company
shall obtain and file with the Trustee, before or after the time for such
compliance, evidence of the consent of such Holders. 


          Section
10.7. Company Statement as to Compliance; Notice of Certain Defaults. 


          (1)
The Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year, a written statement (which need not be contained in or accompanied
by an Officers’ Certificate) signed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company,
stating that: 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (b)
 to the best of his or her knowledge, based on such review, (a) the Company
 has complied in all material respects with all the conditions and covenants
 imposed on it under this Indenture throughout such year, or, if there has
 been a default in the fulfillment of any such condition or covenant,
 specifying each such default known to him or her and the nature and status
 thereof, and (b) no event has occurred and is continuing which is, or after
 notice or lapse of time or both would become, an Event of Default, or, if
 such an event has occurred and is continuing, specifying each such event
 known to him and the nature and status thereof. 

 



          (2)
The Company shall deliver to the Trustee, within 30 days after the occurrence
thereof, written notice of any Event of Default or any event which after notice
or lapse of time or both would become an Event of Default pursuant to Section
5.1. 


          (3)
The Trustee shall have no duty to monitor the Company’s compliance with the
covenants contained in this Article 10 other than as specifically set forth in
this Section 10.7. 


-58-





ARTICLE 11


REDEMPTION OF SECURITIES


          Section
11.1. Applicability of Article. Redemption of Securities of any series
at the option of the Company as permitted or required by the terms of such
Securities shall be made in accordance with the terms of such Securities and
(except as otherwise provided herein or pursuant hereto) this Article. 


          Section
11.2. Election to Redeem; Notice to Trustee. The election of the Company
to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution. In case of any redemption at the election of the Company of (a)
less than all of the Securities of any series or (b) all of the Securities of
any series, with the same issue date, interest rate or formula, Stated Maturity
and other terms, the Company shall, at least 60 days prior to the Redemption
Date fixed by the Company (unless a shorter notice shall be reasonably
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed. 


          Section
11.3. Selection by Security Registrar of Securities to be Redeemed. If
less than all of the Securities of any series with the same issue date,
interest rate or formula, Stated Maturity and other terms are to be redeemed,
the Outstanding Securities shall be redeemed on a pro rata basis; provided, however, that no such
partial redemption shall reduce the portion of the principal amount of a
Registered Security of such series not redeemed to less than the minimum
denomination for a Security of such series established herein or pursuant
hereto. 


          Any
redemption of Securities pursuant to this Section 11.3 that is in part
processed through DTC shall be treated in accordance with the rules and
procedures of DTC as a “Pro Rata Pass-Through Distribution of Principal” (as
defined under such rules and procedures) or such other method determined by the
Company that is acceptable to DTC. 


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


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


          Unless
otherwise specified in or pursuant to this Indenture or the Securities of any
series, if any Security selected for partial redemption is converted into other
securities of the Company or exchanged for securities of another issuer in part
before termination of the conversion or exchange right with respect to the
portion of the Security so selected, the converted portion of such Security
shall be deemed (so far as may be) to be the portion selected for redemption.
Securities which have been converted or exchanged during a selection of
Securities to be redeemed shall be treated by the Security Registrar as
Outstanding for the purpose of such selection. 


          Section
11.4. Notice of Redemption. Notice of redemption will be mailed by first
class mail to each Holder of Registered Securities to be redeemed at its
registered address at least 30 but not more than 60 days prior to the
Redemption Date, unless a shorter period is specified in the Securities to be
redeemed; provided that
redemption notices may be mailed more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Securities or a
satisfaction and discharge of the Indenture. Failure to give notice by mailing
in the manner herein provided to the Holder of any Registered Securities
designated for redemption as a whole or in part, or any defect in the notice to
any 


-59-





such Holder, shall not
affect the validity of the proceedings for the redemption of any other
Securities or portion thereof. 


          Any
notice that is mailed to the Holder of any Registered Securities in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not such Holder receives the notice. 


          All
notices of redemption shall state: 


          (1)
the Redemption Date, 


          (2)
the Redemption Price, 


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


          (4)
in case any Security is to be redeemed in part only, the notice which relates
to such Security shall state that on and after the Redemption Date, upon
surrender of such Security, the Holder of such Security will receive, without
charge, a new Security or Securities of authorized denominations for the
principal amount thereof remaining unredeemed, 


          (5)
that, on the Redemption Date, the Redemption Price shall become due and payable
upon each such Security or portion thereof to be redeemed, and, if applicable,
that interest thereon shall cease to accrue on and after said date, 


          (6)
the place or places where such Securities, together (in the case of Bearer
Securities) with all Coupons appertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption Price and
any accrued interest, 


          (7)
that the redemption is for a sinking fund, if such is the case, 


          (8)
that, unless otherwise specified in such notice, Bearer Securities of any
series, if any, surrendered for redemption must be accompanied by all Coupons
maturing subsequent to the date fixed for redemption or the amount of any such
missing Coupon or Coupons will be deducted from the Redemption Price, unless
security or indemnity satisfactory to the Company, the Trustee and any Paying
Agent is furnished, 


          (9)
if Bearer Securities of any series are to be redeemed and no Registered
Securities of such series are to be redeemed, and if such Bearer Securities may
be exchanged for Registered Securities not subject to redemption on the
Redemption Date pursuant to Section 3.5 or otherwise, the last date, as
determined by the Company, on which such exchanges may be made, 


          (10)
in the case of Securities of any series that are convertible into Common Stock
of the Company or exchangeable for other securities, the conversion or exchange
price or rate, the date or dates on which the right to convert or exchange the
principal of the Securities of such series to be redeemed will commence or
terminate and the place or places where such Securities may be surrendered for
conversion or exchange, and 


          (11)
the CUSIP number or the Euroclear or Clearstream reference numbers of such
Securities, if any (or any other numbers used by a Depository to identify such
Securities). 


-60-





          A
notice of redemption published as contemplated by Section 1.7 need not identify
particular Registered Securities to be redeemed. 


          Notice
of redemption of Securities to be redeemed at the election of the Company shall
be given by the Company or, at the Company’s request, by the Trustee in the
name and at the expense of the Company; provided, in the latter case,
the Trustee shall be given at least 5 days prior notice of the requested date
of the giving of such notice of redemption. 


          Section
11.5. Deposit of Redemption Price. One Business Day prior to any
Redemption Date, the Company shall deposit, with respect to the Securities of
any series called for redemption pursuant to Section 11.4, with the Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.3) an amount of money in the applicable
Currency sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date, unless otherwise specified
pursuant to Section 3.1 or in the Securities of such series) any accrued
interest on, all such Securities or portions thereof which are to be redeemed
on that date. 


          Section
11.6. Securities Payable on Redemption Date. Notice of redemption having
been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in
the payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest and the Coupons for such interest appertaining to any
Bearer Securities so to be redeemed, except to the extent provided below, shall
be void. Upon surrender of any such Security for redemption in accordance with
said notice, together with all Coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with any accrued interest to the Redemption Date;
provided, however, that, except as otherwise provided in or pursuant to this
Indenture or the Bearer Securities of such series, installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only upon presentation and surrender of Coupons for such
interest (at an Office or Agency located outside the United States except as
otherwise provided in Section 10.2), and provided, further, that, except as
otherwise specified in or pursuant to this Indenture or the Registered Securities
of such series, installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the Regular Record Dates therefor according to
their terms and the provisions of Section 3.7.  


          If
any Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant Coupons maturing after the Redemption Date, such Security may be
paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing Coupons, or the surrender of such missing Coupon or
Coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to the Paying Agent any such missing Coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that any
interest represented by Coupons shall be payable only upon presentation and
surrender of those Coupons at an Office or Agency for such Security located
outside of the United States except as otherwise provided in Section 10.2.  


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


-61-





          Section
11.7. Securities Redeemed in Part. Any Registered Security which is to
be redeemed only in part shall be surrendered at any Office or Agency for such
Security (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 Registered
Security or Securities of the same series, containing identical terms and
provisions, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered. If a Security in global form
is so surrendered, the Company shall execute, and the Trustee shall authenticate
or cause to be authenticated and deliver to the U.S. Depository or other
Depository for such Security in global form as shall be specified in the
Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered. 


          Section
11.8. Cancellation and Destruction of Securities. All Securities
redeemed and paid pursuant to the provisions of this Article 11 shall be
disposed of, as provided in Section 3.9, and, except in the case of partial
redemption of any Security, no Security shall be issued under this Indenture in
lieu thereof. 


ARTICLE 12


SINKING FUNDS


          Section
12.1. 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 permitted or required in or pursuant to this Indenture or
any Security of such series issued pursuant to this Indenture. 


          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 such 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 12.2. 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 and this Indenture. 


          Section
12.2. Satisfaction of Sinking Fund Payments with Securities. The Company
may, in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of any series to be made pursuant to the terms of
such Securities (1) deliver Outstanding Securities of such series (other than
any of such Securities previously called for redemption or any of such
Securities in respect of which cash shall have been released to the Company),
together in the case of any Bearer Securities of such series with all unmatured
Coupons appertaining thereto, and (2) apply as a credit Securities of such
series which have been redeemed either at the election of the Company pursuant
to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that such series of 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. If, as a result of the delivery or credit
of Securities of any series in lieu of cash payments pursuant to this Section
12.2, the principal amount of Securities of such series to be redeemed in order
to satisfy the remaining sinking fund payment shall be less than $100,000, the
Trustee need not call Securities of such series for redemption, except upon
Company Request, and such cash payment shall be held by the Paying Agent and
applied to the next succeeding sinking fund payment,


-62-





provided, however, that such Paying Agent
shall at the request of the Company from time to time pay over and deliver to
the Company any cash payment so being held by such Paying Agent upon delivery
by the Company to the Trustee of Securities of that series purchased by the
Company having an unpaid principal amount equal to the cash payment requested
to be released to the Company. 


          Section
12.3. Redemption of Securities for Sinking Fund. Not less than 75 days
prior to each sinking fund payment date for any series of Securities, the
Company shall deliver to the Trustee an Officers’ Certificate specifying the
amount of the next, ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting of Securities of that series pursuant to
Section 12.2, and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and will also deliver to the Trustee
any Securities to be so credited and not theretofore delivered. If such
Officers’ Certificate shall specify an optional amount to be added in cash to
the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified. Not less than
60 days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.3 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 11.4. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
11.6 and 11.7. 


ARTICLE 13


REPAYMENT AT THE OPTION OF HOLDERS


          Section
13.1. Applicability of Article. Securities of any series which are
repayable at the option of the Holders thereof before their Stated Maturity
shall be repaid in accordance with the terms of the Securities of such series.
The repayment of any principal amount of Securities pursuant to such option of
the Holder to require repayment of Securities before their Stated Maturity, for
purposes of Section 3.9, shall not operate as a payment, redemption or
satisfaction of the Indebtedness represented by such Securities unless and
until the Company, at its option, shall deliver or surrender the same to the
Trustee with a directive that such Securities be cancelled. Notwithstanding
anything to the contrary contained in this Section 13.1, in connection with any
repayment of Securities, the Company may arrange for the purchase of any
Securities by an agreement with one or more investment bankers or other
purchasers to purchase such Securities by paying to the Holders of such
Securities on or before the close of business on the repayment date an amount
not less than the repayment price payable by the Company on repayment of such
Securities, and the obligation of the Company to pay the repayment price of
such Securities shall be satisfied and discharged to the extent such payment is
so paid by such purchasers. 


ARTICLE 14


SECURITIES IN FOREIGN CURRENCIES


          Section
14.1. Applicability of Article. Whenever this Indenture provides for any
action by, or the determination of any of the rights of, Holders of Securities
of any series in which not all of such Securities are denominated in the same
Currency, or any distribution to Holders of Securities, in the absence of any
provision to the contrary in the form of Security of any particular series or
pursuant to this Indenture or the Securities, any amount in respect of any
Security denominated in a Currency other than Dollars shall be treated for any
such action or distribution as that amount of Dollars that could be obtained
for such amount on such reasonable basis of exchange and as of the record date with
respect to Registered 


-63-





Securities of such series
(if any) for such action, determination of rights or distribution (or, if there
shall be no applicable record date, such other date reasonably proximate to the
date of such action, determination of rights or distribution) as the Company
may specify in a written notice to the Trustee. 


ARTICLE 15


MEETINGS OF HOLDERS OF SECURITIES


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


          Section
15.2. Call, Notice and Place of Meetings. 


          (1)
The Trustee may at any time call a meeting of Holders of Securities of any
series for any purpose specified in Section 15.1, to be held at such time and
at such place in the Borough of Manhattan, The City of New York, or, if
Securities of such series have been issued in whole or in part as Bearer
Securities, in London or in such place outside the United States as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 1.7, not less than 21 nor more than 180 days prior
to the date fixed for the meeting. 


          (2)
In case at any time the Company (by or pursuant to a Board Resolution) or the
Holders of at least 10% in principal amount of the Outstanding Securities of
any series or all series shall have requested the Trustee to call a meeting of
the Holders of Securities of such series or all series, respectively, for any
purpose specified in Section 15.1, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed notice of or made the first publication of the
notice of such meeting within 21 days after receipt of such request (whichever
shall be required pursuant to Section 1.7) or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Company or the
Holders of Securities of such series in the amount above specified, as the case
may be, may determine the time and the place in the Borough of Manhattan, The
City of New York, or, if Securities of such series are to be issued as Bearer
Securities, in London for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in clause (1) of this Section. 


          Section
15.3. Persons Entitled to Vote at Meetings. To be entitled to vote at
any meeting of Holders of Securities of any series, a Person shall be (1) a
Holder of one or more Outstanding Securities of such series, or (2) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one
or more Outstanding Securities of such series executed by such Holder or
Holders. The only Persons who shall be entitled to be present or to speak at
any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel, and any representatives of the Company and its
counsel. 


          Section
15.4. Quorum; Action. The Persons entitled to vote a majority in
aggregate principal amount of the Outstanding Securities of the relevant series
shall constitute a quorum for any meeting of Holders of Securities of such
series. In the absence of a quorum within 30 minutes after the time appointed
for any such meeting, the meeting shall, if convened at the request of Holders
of Securities of such series, be dissolved. In any other case the meeting may
be adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such meeting. In the 


-64-





absence of a quorum at any
reconvened meeting, such reconvened meeting may be further adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such reconvened meeting. Notice of the reconvening
of any adjourned meeting shall be given as provided in Section 15.2(1), except
that such notice need be given only once not less than five days prior to the
date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum. 


          Except
as limited by Section 9.2, any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may be
adopted only by the affirmative vote of the Holders of a majority in principal
amount of the Outstanding Securities of that series; provided, however, that,
except as limited by Section 9.2, any resolution with respect to any request,
demand, authorization, direction, notice, consent, waiver or other Act which
this Indenture expressly provides may be made, given or taken by the Holders of
a specified percentage, which is less than a majority, in principal amount of
the Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid
by the affirmative vote of the Holders of such specified percentage in
principal amount of the Outstanding Securities of such series. 


          Except
as limited by Section 9.2, any resolution passed or decision taken at any
meeting of Holders of Securities of any series duly held in accordance with
this Section shall be binding on all the Holders of Securities of such series
and the Coupons appertaining thereto, whether or not such Holders were present
or represented at the meeting. 


          Section
15.5. Determination of Voting Rights; Conduct and Adjournment of Meetings.



          (1)
Notwithstanding any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of Holders
of Securities of such series in regard to proof of the holding of Securities of
such series and of the appointment of proxies and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 1.5 and the
appointment of any proxy shall be proved in the manner specified in Section 1.5
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 1.5 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 1.5 or other proof. 


          (2)
The Trustee shall, by an instrument in writing, appoint a temporary chairman of
the meeting, unless the meeting shall have been called by the Company or by
Holders of Securities as provided in Section 15.2(2), in which case the Company
or the Holders of Securities of the series calling the meeting, as the case may
be, shall in like manner appoint a temporary chairman. A permanent chairman and
a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting. 


          (3)
At any meeting, each Holder of a Security of such series or proxy shall be
entitled to one vote for each $2,000 principal amount of Securities of such
series held or represented by him or such other amount established pursuant to
Section 3.1; provided, however, that no vote shall be cast or counted at any
meeting in respect of any Security challenged as not Outstanding and ruled by
the chairman of the meeting to be not Outstanding. The chairman of the meeting
shall have no right to vote, except as a Holder of a Security of such series or
representative by proxy therefor.  


-65-





          (4)
Any meeting of Holders of Securities of any series duly called pursuant to
Section 15.2 at which a quorum is present may be adjourned from time to time by
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting; and the meeting may be
held as so adjourned without further notice. 


          Section
15.6. Counting Votes and Recording Action of Meetings. The vote upon any
resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the
Holders of Securities of such series or of their representatives by proxy and
the principal amounts and serial numbers of the Outstanding Securities of such
series held or represented by them. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in triplicate of all votes cast at
the meeting. A record, at least in triplicate, of the proceedings of each
meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was
given as provided in Section 15.2 and, if applicable, Section 15.4. Each copy
shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one such copy shall be delivered to the Company,
and another to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated. 


          Section
15.7. Preservation of Rights of Trustee and Holders. Nothing contained
in this Article 15 shall be deemed or construed to authorize or permit, by
reason of any call of a meeting of Holders of any or all series or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or to the Holders of any or all series under any of the provisions of this
Indenture or of such series of Securities. 


-66-





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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CIT GROUP INC.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Usama F. Ashraf

 	
  

 
	
  

 	
  

 	
 

 	
  

 
	
  

 	
  

 	
 Name: Usama F. Ashraf

 	
  

 
	
  

 	
  

 	
 Title: Senior Vice
 President and Assistant

 	
  

 
	
  

 	
  

 	
              Treasurer

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WILMINGTON TRUST, NATIONAL
 ASSOCIATION,

 
	
  

 	
 as Trustee

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Boris Treyger

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: Boris Treyger

 	
  

 
	
  

 	
  

 	
 Title: Vice President

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 DEUTSCHE BANK TRUST COMPANY
 AMERICAS

 
	
  

 	
 as Paying Agent, Security Registrar and

 
	
  

 	
 Authenticating Agent

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 Deutsche Bank National
 Trust Company

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Jacqueline Bartnick

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: Jacqueline Bartnick

 	
  

 
	
  

 	
  

 	
 Title: Director

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Rodney Gaughan

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name: Rodney Gaughan

 	
  

 
	
  

 	
  

 	
 Title: Vice President

 	
  

 


-67-