China Information Technology, Inc. - Exhibit 4.2 - Filed by newsfilecorp.com






Exhibit 4.2 

	
       

       

      CHINA INFORMATION TECHNOLOGY, INC.  

       

	
       TO 

       

	[                      
       ] 
	
                                                                          
      Trustee 

       

	
      __________________________

       

	
      Indenture 

       

	
      Dated as of __, 20__ 

      __________________________

	
       

       

       







TABLE OF CONTENTS 

	 	  	Page
      
	 	  	  
	

	ARTICLE
      I 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 	


	 	  	  
	Section
      101. 	Definitions
      	1
      
	Section
      102. 	Compliance
      Certificates and Opinions 	9
      
	Section
      103. 	Form
      of Documents Delivered to Trustee 	9
      
	Section
      104. 	Acts
      of Holders 	10
      
	Section
      105. 	Notices,
      Etc. to Trustee and Company 	11
      
	Section
      106. 	Notice
      to Holders; Waiver 	11
      
	Section
      107. 	Conflict
      With Trust Indenture Act 	12
      
	Section
      108. 	Effect
      of Headings and Table of Contents 	12
      
	Section
      109. 	Successors
      and Assigns 	12
      
	Section
      110. 	Separability
      Clause 	12
      
	Section
      111. 	Benefits
      of Indenture 	12
      
	Section
      112. 	Governing
      Law 	13
      
	Section
      113. 	Legal
      Holidays 	13
      
	Section
      114. 	Rules
      by Trustee and Agents 	13
      
	Section
      115. 	No
      Recourse Against Others 	13
      
	 	  	  
	

	ARTICLE
      II 

SECURITY FORMS 	

	 	  	  
	Section
      201. 	Forms
      Generally 	13
      
	Section
      202. 	Form
      of Trustee’s Certificate of Authentication 	14
      
	 	  	  
	

	ARTICLE
      III 

THE SECURITIES 	


	 	  	  
	Section
      301. 	Amount
      Unlimited; Issuable in Series 	14
      
	Section
      302. 	Denominations
      	19
      
	Section
      303. 	Execution,
      Authentication, Delivery and Dating 	19
      
	Section
      304. 	Temporary
      Securities 	21
      


i 





	Section
      305. 	Registration,
      Registration of Transfer and Exchange 	22
      
	Section
      306. 	Mutilated,
      Destroyed, Lost and Stolen Securities 	23
      
	Section
      307. 	Payment
      of Interest; Interest Rights Preserved 	24
      
	Section
      308. 	Persons
      Deemed Owners 	25
      
	Section
      309. 	Cancellation
      	26
      
	Section
      310. 	Computation
      of Interest 	26
      
	Section
      311. 	Global
      Securities; Exchanges; Registration and Registration of Transfer 	26
      
	Section
      312. 	Extension
      of Interest Payment 	28
      
	 	  	  
	

	ARTICLE
      IV 

SATISFACTION AND DISCHARGE 	
	 	  	  
	Section
      401. 	Satisfaction
      and Discharge of Indenture 	28
      
	Section
      402. 	Application
      of Trust Money 	29
      
	Section
      403. 	Satisfaction,
      Discharge and Defeasance of Securities of Any Series 	30
      
	 	  	  
	

	ARTICLE
      V 

REMEDIES 	

	 	  	  
	Section
      501. 	Events
      of Default 	31
      
	Section
      502. 	Acceleration
      of Maturity; Rescission and Annulment 	33
      
	Section
      503. 	Collection
      of Indebtedness and Suits for Enforcement by Trustee 	34
      
	Section
      504. 	Trustee
      May File Proofs of Claim 	35
      
	Section
      505. 	Trustee
      May Enforce Claims Without Possession of Securities or Coupons 	35
      
	Section
      506. 	Application
      of Money Collected 	36
      
	Section
      507. 	Limitation
      on Suits 	36
      
	Section
      508. 	Unconditional
      Right of Holders to Receive Principal, Premium and Interest 	37
      
	Section
      509. 	Restoration
      of Rights and Remedies 	37
      
	Section
      510. 	Rights
      and Remedies Cumulative 	37
      
	Section
      511. 	Delay
      or Omission Not Waiver 	37
      
	Section
      512. 	Control
      by Holders 	37
      
	Section
      513. 	Waiver
      of Past Defaults 	38
      
	Section
      514. 	Undertaking
      for Costs 	38
      
	Section
      515. 	Waiver
      of Stay or Extension Laws 	39
      


ii 





	

	ARTICLE
      VI ARTICLE VI 

THE TRUSTEE 	


	 	  	  
	Section
      601. 	Certain
      Duties and Responsibilities 	39
      
	Section
      602. 	Notice
      of Defaults 	40
      
	Section
      603. 	Certain
      Rights of Trustee 	40
      
	Section
      604. 	Not
      Responsible for Recitals or Issuance of Securities 	42
      
	Section
      605. 	May
      Hold Securities 	42
      
	Section
      606. 	Money
      Held in Trust 	42
      
	Section
      607. 	Compensation
      and Reimbursement 	42
      
	Section
      608. 	Disqualification;
      Conflicting Interests 	43
      
	Section
      609. 	Corporate
      Trustee Required; Eligibility 	43
      
	Section
      610. 	Resignation
      and Removal; Appointment of Successor 	43
      
	Section
      611. 	Acceptance
      of Appointment by Successor 	45
      
	Section
      612. 	Merger,
      Conversion, Consolidation or Succession to Business 	46
      
	Section
      613. 	Preferential
      Collection of Claims Against Company 	46
      
	Section
      614. 	Appointment
      of Authenticating Agent 	46
      
	 	  	  
	

	ARTICLE
      VII 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 	


	 	  	  
	Section
      701. 	Company
      to Furnish Trustee Names and Addresses of Holders 	48
      
	Section
      702. 	Preservation
      of Information; Communications to Holders 	49
      
	Section
      703. 	Reports
      by Trustee 	50
      
	Section
      704. 	Reports
      by Company 	51
      
	 	  	  
	

	ARTICLE
      VIII 

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER 	


	 	  	  
	Section
      801. 	Company
      May Consolidate, Etc. Only on Certain Terms 	52
      
	Section
      802. 	Successor
      Corporation Substituted 	52
      
	 	  	  
	

	ARTICLE
      IX 

SUPPLEMENTAL INDENTURES	

	 	  	  
	Section
      901. 	Supplemental
      Indentures Without Consent of Holders 	53
      
	Section
      902. 	Supplemental
      Indentures With Consent of Holders 	54
      


iii 





	Section
      903. 	Execution
      of Supplemental Indentures 	56
      
	Section
      904. 	Effect
      of Supplemental Indentures 	57
      
	Section
      905. 	Conformity
      With Trust Indenture Act 	57
      
	Section
      906. 	Reference
      in Securities to Supplemental Indentures 	57
      
	Section
      907. 	Revocation
      and Effect of Consents 	57
      
	Section
      908. 	Modification
      Without Supplemental Indenture 	58
      
	 	  	  
	

	ARTICLE
      X 

COVENANTS 	


	 	  	  
	Section
      1001. 	Payment
      of Principal, Premium and Interest 	58
      
	Section
      1002. 	Maintenance
      of Office or Agency 	59
      
	Section
      1003. 	Money
      for Securities Payments to Be Held in Trust 	60
      
	Section
      1004. 	Corporate
      Existence 	61
      
	Section
      1005. 	Defeasance
      of Certain Obligations 	61
      
	Section
      1006. 	Statement
      by Officers as to Default 	63
      
	Section
      1007. 	Waiver
      of Certain Covenants 	63
      
	Section
      1008. 	Maintenance
      of Properties 	64
      
	 	  	  
	

	ARTICLE
      XI 

REDEMPTION OF SECURITIES 	


	 	  	  
	Section
      1101. 	Applicability
      of Article 	64
      
	Section
      1102. 	Election
      to Redeem; Notice to Trustee 	64
      
	Section
      1103. 	Selection
      by Trustee of Securities to Be Redeemed 	65
      
	Section
      1104. 	Notice
      of Redemption 	65
      
	Section
      1105. 	Securities
      Payable on Redemption Date 	67
      
	Section
      1106. 	Securities
      Redeemed in Part 	67
      
	 	  	  
	

	ARTICLE
      XII 

SINKING FUNDS 	

	 	  	  
	Section
      1201. 	Applicability
      of Article 	67
      
	Section
      1202. 	Satisfaction
      of Sinking Fund Payments With Securities 	68
      
	Section
      1203. 	Redemption
      of Securities for Sinking Fund 	68
      


iv 





	

	ARTICLE
      XIII 

REPAYMENT OF SECURITIES AT OPTION OF HOLDERS 	

	 	  	  
	Section
      1301. 	Applicability
      of Article 	68
      
	Section
      1302. 	Notice
      of Repayment Date 	68
      
	Section
      1303. 	Securities
      Payable on Repayment Date 	70
      
	Section
      1304. 	Securities
      Repaid in Part 	70
      


v 




             INDENTURE,
dated as of
[                
], 20__, between CHINA INFORMATION TECHNOLOGY, INC., a company organized and
existing under the laws of the British Virgin Islands (herein called the
“Company”), and
[                
] (herein called the “Trustee”). 

RECITALS OF THE COMPANY 

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

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

            
NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

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

ARTICLE I 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


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

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

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

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


                            
(4)         the word “or” is not
exclusive; and 

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




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

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

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

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

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

             “Authorized
Officer” means the Chairman of the Board, the Chief Executive Officer,
the Chief Financial Officer, the Secretary, any Assistant Secretary or any other
officer or agent of the Company duly authorized by the Board of Directors to act
in respect of matters relating to this Indenture. 

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

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

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

            
“Code” means the Internal Revenue Code of 1986, as amended. 

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

2 




             “Company”
means the Person named as the “Company” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor Person. 

             “Company
Request” or “Company Order” means a written request or
order signed in the name of the Company by an Authorized Officer and delivered
to the Trustee. 

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

             “Corporation”
includes corporations, associations, joint stock companies, limited liability
companies and business trusts. 

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

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

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

            
“Eligible Obligations” means: 

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

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

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

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

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

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

3 




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

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

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

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

             “Officer’s
Certificate” means a certificate signed by an Authorized Officer and
delivered to the Trustee. 

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

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

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

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

            
(b)         Securities or portions
thereof for whose payment or redemption (a) money in the necessary amount has
been theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Securities or
(b) Eligible Obligations as contemplated by Sections 401 and 403
in the necessary amount have been theretofore deposited with the Trustee, in
trust, for the Holders of such Securities (whether or not the Company’s
indebtedness in respect thereof shall be satisfied and discharged for purposes
of this Indenture or otherwise), provided that, if such Securities are to
be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; and


4 




             
(c)         Securities that have been
paid pursuant to Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there have been presented to
the Trustee proof satisfactory to it and the Company that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; 

provided, however, that in determining whether
the Holders of the requisite principal amount of the Outstanding Securities have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, 

(w) Securities owned by the Company or
any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor (unless the Company, such Affiliate or such obligor owns (i) all
Securities Outstanding under this Indenture or (ii) except for the purposes of
actions to be taken by Holders of more than one series or Tranche voting as a
class, all Outstanding Securities of each such series and each such Tranche, as
the case may be, determined without regard to this clause) shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor; 

(x) in determining whether the Holders
of the requisite principal amount of Securities of any series or Tranche have
concurred in any direction, waiver or consent, the principal amount of Original
Issue Discount Securities that shall be deemed to be outstanding shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon acceleration of the maturity thereof pursuant to
Section 502; 

(y) in the case of any Security the
principal of which is payable from time to time without presentment or
surrender, the principal amount of such Security that shall be deemed to be
Outstanding at any time for all purposes of this Indenture shall be the original
principal amount thereof less the aggregate amount of principal thereof
theretofore paid; and 

(z) the principal amount of any
Security which is denominated in a currency other than Dollars or in a composite
currency that shall be deemed to be Outstanding for such purposes shall be the
amount of Dollars that could have been purchased by the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent on the
date determined as set forth below of the amount determined as provided in (x)
above) of such currency or composite currency evidenced by such Security, in
each such case certified to the Trustee in an Officer’s Certificate based (i) on
the average of the mean of the buying and selling spot rates quoted by three
banks which are members of the New York Clearing House Association selected by
the Company in effect at 11:00 A.M. (New York time) in The City of New York on
the fifteenth Business Day preceding 

5 




any such determination or (ii) if on
such fifteenth Business Day it is not possible or practicable to obtain such
quotations from such three banks, on such other quotations or alternative
methods of determination that shall be as consistent as practicable with the
method set forth in (i) above. 

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

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

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

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

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

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

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

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

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

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

6 




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

             “Responsible
Officer”, when used with respect to the Trustee, means any officer
within the corporate trust department or any other successor group of the
Trustee, including any vice president, assistant vice president, assistant
secretary or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer of
the Trustee to whom such matter is referred because of his knowledge of and
familiarity with the particular subject. 

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

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

            
“Senior Securities” means Securities other than Subordinated
Securities. 

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

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

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

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

             “Subsidiary”
means (i) any corporation, association or other business entity of which more
than 50% of the outstanding total voting stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
the Company or by one or more other Subsidiaries, or by the Company and one or
more other Subsidiaries or (ii) any partnership the sole general partner or the
managing general partner of which is the Company or a Subsidiary of the Company
or the only general partners of which are the Company or of one or more
Subsidiaries of the Company (or any combination thereof). For the purposes of
this definition, “voting stock” means, in the case of a corporation, stock which
ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of capital stock has such voting power by
reason of any contingency, in the case of an association or business entity, any
and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited), and any other interest or participation that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, the issuing Person. 

7 




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

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

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

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

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

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

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

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

8 




             Section
102. Compliance Certificates and Opinions. Except as otherwise expressly
provided in this Indenture upon any application or request by the Company to the
Trustee to take any action under any provision of this Indenture, the Company
shall, if requested by the Trustee, furnish to the Trustee an Officer’s
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished. 

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

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

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

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

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

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

             Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon an Opinion of Counsel. Any such Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company. 

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

9 




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

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

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

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

                             (e)        
The principal amount (except as otherwise contemplated in clause (x) of the
proviso to the definition of “Outstanding”) and serial numbers of Securities
held by any Person, and the date of holding the same, shall be proved by the
Security Register. 

10 




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

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

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

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

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

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

             Section
106. Notice to Holders; Waiver. Except as otherwise expressly provided
herein, where this Indenture provides for notice of any event or reports to
Holders, such notice or report shall be sufficiently given if in writing and
mailed, first-class postage prepaid, to each Holder of Registered Securities
affected by such event, at the address of such Holder as it appears in the
Security Register and to addresses filed with the Trustee or preserved on the
Trustee’s list pursuant to Section 702(a) for other Holders (and to such
other addressees as may be required in the case of such notice or report under Section
313(c) of the Trust Indenture Act), not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice or
report.

11 




            
In any case where notice to Holders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders.

             Notice
shall be sufficiently given to Holders of Unregistered Securities if published
in an Authorized Newspaper in each of The City of New York and, if such
Securities are listed on any stock exchange outside of the United States, in the
city in which such stock exchange is located, or in such other city or cities as
may be specified in the Securities, once in each of two different calendar
weeks, the first publication to be not earlier than the earliest date, and not
later than the last date, if any, prescribed for the giving of such notice.

             Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver. 

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

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

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

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

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

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

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

12 




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

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

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

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

ARTICLE II 

SECURITY FORMS 

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

13 




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

            
The definitive Securities shall be produced in such manner or combination of
manners, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities. 

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

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

[                
]
as Trustee 


By
.................................................................................................................
           
Authorized Officer 


ARTICLE III 

THE SECURITIES 

             Section
301. Amount Unlimited; Issuable in Series. The aggregate principal amount
of Securities that may be authenticated and delivered under this Indenture is
unlimited. 

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

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

14 




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

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

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


            
(5)         the rate or rates at which
the Securities of such series, or any Tranche thereof, shall bear interest, if
any (including the rate or rates at which overdue principal shall bear interest,
if different from the rate or rates at which such Securities shall bear interest
prior to Maturity, and, if applicable, the rate or rates at which overdue
premium or interest shall bear interest, if any), or any formula or other method
or other means by which such rate or rates shall be determined, by reference to
an index or other fact or event ascertainable outside of this Indenture or
otherwise; the date or dates from which such interest shall accrue; the Interest
Payment Dates on which such interest shall be payable and the Regular Record
Date, if any, for the interest payable on such Securities on any Interest
Payment Date; the right of the Company, if any, to extend the interest payment
periods and the duration of any such extension as contemplated by Section
312; and the basis of computation of interest, if other than as provided in
Section 310; 

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

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

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

15 




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

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

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

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

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

            
(14)      whether Securities of the series are to be
issuable as Registered Securities, Unregistered Securities, or both, whether
Securities of the series are to be issuable with or without coupons, whether any
Securities of the series are to be issuable initially in temporary global form
(and, if so, the identity of the depositary for such Securities) and the
circumstances under which such Securities in temporary global form may be
exchanged for definitive Securities, and whether any Securities of the series
are to be issuable in permanent global form (and, if so, the identity of the
depositary for such Securities) with or without coupons and, if so, whether
beneficial owners of interests in any such permanent Global Security may
exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any such
exchanges may occur, if other than in the manner provided in Section 311;


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

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

16 




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

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

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

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

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

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

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

17 




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

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

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

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

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

            
(29)      if a service charge will be made for the
registration of transfer or exchange of Securities of such series, or any
Tranche thereof, the amount or terms thereof; and 

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


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

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

18 




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

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

             Section
302. Denominations. The Securities of each series shall be issuable in
registered or unregistered form with or without coupons in such denominations as
shall be specified as contemplated by Section 301. In the absence of any
such provisions with respect to the Securities of any series, the Registered
Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof and the Unregistered Securities of the series shall be
issuable in denominations of $5,000 and any integral multiple thereof. 

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

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

             At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities
provided, however, that, with respect to Securities of a series subject
to a Periodic Offering, (a) such Company Order may be delivered by the Company
to the Trustee prior to the delivery to the Trustee of such Securities for
authentication and delivery, (b) the Trustee shall authenticate and deliver
Securities of such series for original issue from time to time, in an aggregate
principal amount not exceeding the aggregate principal amount established for
such series, all pursuant to a Company Order or pursuant to such procedures
acceptable to the Trustee as may be specified from time to time by a Company
Order, (c) the maturity date or dates, original issue date or dates, interest
rate or rates and any other terms of Securities of such series shall be determined by Company Order or pursuant to such
procedures and (d) if provided for in such procedures, such Company Order may
authorize authentication and delivery pursuant to oral or electronic
instructions from the Company or its duly authorized agent or agents, which oral
instructions shall be promptly confirmed in writing. 

19 




             In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating: 

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

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

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

             Notwithstanding
the provisions of Section 301 and of the preceding paragraphs, if all
Securities of a series are not to be originally issued at one time, it shall not
be necessary to deliver the Officer’s Certificate otherwise required pursuant to
Section 301 or the Company Order and Opinion of Counsel otherwise
required pursuant to such preceding paragraphs at or prior to the time of
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

             If
such form or terms have been so established, the Trustee shall not be required
to authenticate such Securities if the issuance of such Securities pursuant to
this Indenture will affect the Trustee’s own rights, duties or immunities under
the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee. 

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

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

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

20 




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

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

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

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

21 




             Section
305. Registration, Registration of Transfer and Exchange. The Company
shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to as
the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and
transfers of Securities as herein provided. 

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

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

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

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

22 




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

             Unless
otherwise provided in a Board Resolution or an Officer’s Certificate pursuant to
a Board Resolution, or in an indenture supplemental hereto, with respect to
Securities of any series, or any Tranche thereof, no service charge shall be
made to the Holder for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906 or 1106 not involving any
transfer. 

             The
Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Securities of
that series selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing, or (ii) to register the transfer
of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.
Unregistered Securities or any coupons appertaining thereto shall be
transferable by delivery thereof. 

             Section
306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated
Security or a Security with a mutilated coupon or coupons appertaining to it is
surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a replacement Registered Security,
if such surrendered security was a Registered Security, or a replacement
Unregistered Security with coupons corresponding to the coupons appertaining to
the surrendered Security, if such surrendered Security was an Unregistered
Security, of the same series and of like tenor and principal amount and bearing
a number not contemporaneously outstanding. 

             If
there shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or any coupon or
coupons appertaining thereto, and (ii) such bond, security or indemnity as may
be required by them to save each of them and any agent of either of them
harmless, then, in the absence of actual notice to the Company or the Trustee
that such Security or any coupon or coupons appertaining thereto has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, a replacement Registered
Security, if such Holder’s claim pertains to a Registered Security, or a
replacement Unregistered Security with coupons corresponding to the coupons
appertaining to the destroyed, lost or stolen Unregistered Security or the
Unregistered Security to which such destroyed, lost or stolen coupon or coupons
appertains, if such Holder’s claim pertains to an Unregistered Security, of the
same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. 

             In
case any such mutilated, destroyed, lost or stolen Security or any coupon or
coupons appertaining thereto has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Security, pay such
Security or any coupon or coupons appertaining thereto. 

23 




             Upon
the issuance of any new Security under this Section or any coupon or coupons
appertaining thereto, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. 

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


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

             Section
307. Payment of Interest; Interest Rights Preserved. Unless otherwise
provided as contemplated by Section 301 with respect to the Securities of
any series, or any Tranche thereof, interest on any Registered Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Registered Security (or one
or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest. In case an Unregistered Security of any
series is surrendered in exchange for a Registered Security of such series after
the close of business (at an office or agency of the Company in a Place of
Payment for such series) on any Regular Record Date and before the opening of
business (at such office or agency) on the next succeeding Interest Payment
Date, such Unregistered Security shall be surrendered without the coupon
relating to such Interest Payment Date and interest will not be payable on such
Interest Payment Date in respect of the Registered Security issued in exchange
for such Unregistered Security, but will be payable only to the Holder of such
coupon when due in accordance with provisions of this Indenture. 

             Any
interest on any Registered Security of any series that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below: 

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

24 




             (2)        
The Company may make payment of any Defaulted Interest on the Registered
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange, if, after notice given
by the Company to the Trustee of the proposed payment pursuant to this clause,
such manner of payment shall be deemed practicable by the Trustee. 

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


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

             Section
308. Persons Deemed Owners. Prior to due presentment of a Registered
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Registered
Security is registered as the owner of such Registered Security for the purpose
of receiving payment of principal of (and premium, if any) and (subject to Section 301 and
Section 307) interest, if any, on such Registered Security and for all
other purposes whatsoever, whether or not such Registered Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary. 

25 




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

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

             Section
309. Cancellation. Except as otherwise specified as contemplated by
Section 301 for Securities of any series, all Securities and coupons
surrendered for payment, redemption, registration of transfer or exchange or for
credit against any sinking fund payment shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and, if not theretofore
cancelled, shall be promptly cancelled by it. Except as otherwise specified as
contemplated by Section 301 for Securities of any series, the Company may
at any time deliver to the Trustee for cancellation any Securities or coupons
previously authenticated and delivered hereunder that the Company may have
acquired in any manner whatsoever or that the Company has not issued and sold,
and all Securities or coupons so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities or coupons cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities or coupons held by the
Trustee shall be destroyed and the Trustee shall furnish an affidavit to the
Company (setting forth the serial numbers of such Securities) attesting to such
destruction unless by a Company Order the Company shall direct that the
cancelled Securities or coupons be returned to it. 

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

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

26 




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

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

27 




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

ARTICLE IV 

SATISFACTION AND DISCHARGE 

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

            
(1)         either 

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

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

            
(i)         have become due and payable,
or 

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

            
(iii)         are to be called for
redemption pursuant to Article XI hereof under arrangements satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Company, or 

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

and the Company, in the case of clause
(i), (ii) or (iii) above, has deposited or caused to be deposited with the
Trustee as trust funds in trust for such purpose an amount of (a) money, or (b)
(I) Eligible Obligations which through the payment of interest and principal in
respect thereof in accordance with their terms will provide on or before the
Stated Maturity or Redemption Date, as the case may be, money in an amount, or
(II) a combination of money or Eligible Obligations as provided in clause (I)
above, in each case sufficient, in the opinion of a nationally recognized firm
of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation, for principal (and premium, if any) and interest, if any, to
the date of such deposit (in the case of Securities that have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be; 

28 




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

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

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

                             (b)        
Upon satisfaction and discharge of this Indenture as provided in this Section
401, the Trustee shall assign, transfer and turn over to the Company,
subject to the lien provided by Section 607, any and all money,
securities and other property then held by the Trustee for the benefit of the
Holders of the Securities other than money and Eligible Obligations held by the
Trustee pursuant to Section 402. 

             Section
402. Application of Trust Money. (a) Neither the Eligible Obligations nor
the money deposited with the Trustee pursuant to Section 403(e), nor the
principal or interest payments on any such Eligible Obligations, shall be
withdrawn or used for any purpose other than, and shall be held in trust for,
the payment of the principal of and premium, if any, and interest, if any, on
the Securities or portions of principal amount thereof in respect of which such
deposit was made, all subject, however, to the provisions of Section
1003; provided, however, that, so long as there shall not have
occurred and be continuing an Event of Default, any cash received from such
principal or interest payments on such Eligible Obligations deposited with the
Trustee, if not then needed for such purpose, shall, to the extent practicable,
be invested in Eligible Obligations of the type described in Section
403(e)(2)(A) maturing at such times and in such amounts as shall be
sufficient to pay when due the principal of and premium, if any, and interest,
if any, due and to become due on such Securities or portions thereof on and
prior to the Maturity thereof, and interest earned from such reinvestment shall
be paid over to the Company as received by the Trustee, free and clear of any
trust, lien or pledge under this Indenture except the lien provided by
Section 607; and provided, further, that, so long as there shall
not have occurred and be continuing an Event of Default, any moneys held by the
Trustee in accordance with this Section on the Maturity of all such Securities
in excess of the amount required to pay the principal of and premium, if any,
and interest, if any, then due on such Securities shall be paid over to the
Company free and clear of any trust, lien or pledge under this Indenture except
the lien provided by Section 607. 

29 




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

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

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

            
(b)         the obligations of the
Company and the Trustee with respect to such Securities of such series under
Sections 304, 305, 306, 614, 1002, 1003 and 1203 and, if the
Company shall have irrevocably designated a Redemption Date pursuant to
subparagraph (k) hereof, Sections 1104 and 1106; and 

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

provided that, the following conditions shall have been
satisfied: 

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

30 




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

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


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

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

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

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

ARTICLE V 

REMEDIES

             Section
501. Events of Default. “Event of Default”, wherever used
herein with respect to Securities of any series, means any one of the following
events: 

31 




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

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

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

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

            
(5)         the entry by a court having
jurisdiction in the premises of (A) a decree or order for relief in respect of
the Company in an involuntary case or proceeding under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under any applicable federal or
state law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or of any substantial part
of its property, or ordering the winding up or liquidation of its affairs, and
the continuance of any such decree or order for relief or any such other decree
or order unstayed and in effect for a period of 60 consecutive days; or 

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


32 




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

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

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

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

33 




             At
any time after such a declaration of acceleration with respect to Securities of
any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Event or Events of Default giving rise to such declaration of
acceleration shall, without further act, be deemed to have been waived, and such
declaration and its consequences shall, without further act, be deemed to have
been rescinded and annulled, if 

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

                            
(A)         all overdue interest on all
Securities of any such series, 

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

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

                            
(D)         all amounts due to the
Trustee under Section 607; and 

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

             No
such rescission shall affect any subsequent Event of Default or impair any right
consequent thereon. 

             Section
503. Collection of Indebtedness and Suits for Enforcement by Trustee. If
an Event of Default described in clause (1) or (2) of Section 501 has
occurred and is continuing, the Company shall, upon demand of the Trustee, pay
to it, for the benefit of the Holders of the Securities of the series with
respect to which such Event of Default has occurred, the whole amount then due
and payable on such Securities for principal (and premium, if any) and interest,
if any, and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal (and premium, if any) and on any
overdue interest, at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover
any amounts due to the Trustee under Section 607. 

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

34 




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

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

                            
(i)         to file and prove a claim
for the whole amount of principal (and premium, if any) and interest, if any,
owing and unpaid in respect of the Securities and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for amounts due to the Trustee under Section
607 and of the Holders allowed in such judicial proceeding, and 

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

and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, if the
Trustee consents to the making of such payments directly to the Holders, to pay
to the Trustee any amount due it under Section 607. 

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

             Section
505. Trustee May Enforce Claims Without Possession of Securities or
Coupons. All rights of action and claims under this Indenture or the
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the amounts due
to the Trustee under Section 607, be for the ratable benefit of the
Holders of the Securities and coupons in respect of which such judgment has been
recovered. 

35 




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

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


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

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

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

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

            
(1)         such Holder has previously
given written notice to the Trustee of a continuing Event of Default with
respect to the Securities of that series; 

            
(2)         the Holders of not less than
a majority in aggregate principal amount of the Outstanding Securities of all
series of Senior Securities in respect of which an Event of Default has occurred
and is continuing, considered as one class, shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its
own name as Trustee hereunder if such holder is a Holder of Senior Securities or
the Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of all series of Subordinated Securities in respect of
which an Event of Default has occurred and is continuing, considered as one
class, shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee hereunder if such
Holder is a Holder of Subordinated Securities; 

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

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

             (5)        
no direction inconsistent with such written request has been given to the
Trustee during such 60-day period by the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all series; it being understood and intended that (subject to Section
508) no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders. 

36 




             Section
508. Unconditional Right of Holders to Receive Principal, Premium and
Interest. Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 307) interest, if any, on such Security on the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date, or, in the case of repayment at the option
of the Holder, on the Repayment Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder. 

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


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

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

             Section
512. Control by Holders. If an Event of Default shall have occurred and
be continuing in respect of a series of Securities, the Holders of a majority in
aggregate principal amount of the Outstanding Securities of such series shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Securities of such series or
Tranche; provided, however, that if an Event of Default has occurred and
is continuing with respect to more than one series of Senior Securities, the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of all such series, considered as one class, shall have the right to
make such direction, an not the Holders of the Senior Securities of any one of
such series, and if an Event of Default has occurred and is continuing with
respect to more than one series of Subordinated Securities, the Holders of a
majority in aggregate principal amount of all such series, considered as one
class, shall have the right to make such direction, and not the Holders of the
Subordinated Securities of any one of such series; provided, further that 

37 




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

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

             Section
513. Waiver of Past Defaults. The Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences;
provided that if any such past default has occurred with respect to more
than one series of Senior Securities, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all such series, considered as
one class, may make such waiver, and not the Holders of any one of such series;
provided further that if any such past default has occurred with respect
to more than one series of Subordinated Securities, the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all such series,
considered as one class, may make such waiver, and not the Holders of any one of
such series, in each case except a default 

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

            
(2)         in respect of a covenant or
provision hereof that under Section 902 cannot be modified or amended
without the consent of the Holder of each Outstanding Security of such series
affected. 

             Upon
any such waiver, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon. 

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

38 




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

ARTICLE VI 

THE TRUSTEE 

             Section
601. Certain Duties and Responsibilities. (a) Except during the
continuance of an Event of Default with respect to Securities of any series,


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

            
(2)         in the absence of bad faith
on its part, the Trustee may, with respect to Securities of such series,
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case of
any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture. 

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

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

39 




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

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

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

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

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

             Section
602. Notice of Defaults. Within 90 days after the occurrence of any
default hereunder with respect to the Securities of any series, the Trustee
shall transmit by mail to all Holders of Securities of such series entitled to
receive reports pursuant to Section 704(3) (and, if Unregistered
Securities of that series are outstanding, shall cause to be published at least
once in an Authorized Newspaper in The City of New York and, if Securities of
that series are listed on any stock exchange outside of the United States, in
the city in which such stock exchange is located) notice of such default
hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default
in the payment of the principal of (or premium, if any) or interest, if any, on
any Security of such series or in the payment of any sinking fund installment
with respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Securities of such series; and provided,
further, that in the case of any default of the character specified in
Section 501(4) with respect to Securities of such series, no such notice
to Holders shall be given until at least 75 days after the occurrence thereof.
For the purpose of this Section, the term “default” means any
event that is, or after notice or lapse of time or both would become, an Event
of Default with respect to Securities of such series. 

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

40 




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


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

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


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

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

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

            
(g)         the Trustee may execute any
of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder; no Depository or Paying Agent
shall be deemed an agent of the Trustee and the Trustee shall not be responsible
for any act or omission by any of them. 

41 




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

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

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

            
Section 607. Compensation and Reimbursement. The Company agrees 

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

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

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

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

42 




             Section
608. Disqualification; Conflicting Interests. If the Trustee has or
acquires any conflicting interest within the meaning of the Trust Indenture Act
with respect to the Securities of any series, it shall either eliminate such
conflicting interest or resign to the extent, in the manner and with the effect,
and subject to the conditions, provided in the Trust Indenture Act and this
Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to
the extent permitted thereby, the Trustee, in its capacity as trustee in respect
of the equally ranked and unsecured Securities of any series, shall not be
deemed to have a conflicting interest arising from its capacity as trustee in
respect of the equally ranked and unsecured Securities of any other series under
this Indenture or any securities issued under the Indenture dated as of [ ]
between the Company and the Trustee [specifically describe other outstanding
indentures with the Trustee]. 

             Section
609. Corporate Trustee Required; Eligibility. There shall at all times be
a Trustee hereunder that shall be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia (or such other Person as may be permitted to act as Trustee
by the Commission), authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, subject
to supervision or examination by federal or state authority and qualified and
eligible under this Article, provided that, neither the Company nor any
Affiliate of the Company may serve as Trustee of any Securities. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee ceases to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article. 

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

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

                             (c)        
The Company may at any time by a Board Resolution remove the Trustee with
respect to the Securities of any or all series. 

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

                            
(e)         If at any time: 

43 




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

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

                            
(3)         the Trustee becomes
incapable of acting or becomes adjudged a bankrupt or insolvent or a receiver of
the Trustee or of its property is appointed or any public officer takes 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, subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees. 

                             (f)        
If the Trustee resigns, is removed or becomes incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series is appointed by Act of the Holders
of a majority in aggregate principal amount of the Outstanding Securities of
such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series has been so appointed by
the Company or the Holders and accepted appointment in the manner required by
Section 611, any Holder who has been a bona fide Holder of a Security of
such series for at least six months may, subject to Section 514, 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. 

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

44 




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

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

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

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

45 




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

             Section
612. Merger, Conversion, Consolidation or Succession to Business. Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities. In case
any Securities shall not have been authenticated by such predecessor Trustee,
any such successor Trustee may authenticate and deliver such Securities, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee. 

             Section
613. Preferential Collection of Claims Against Company. The Trustee shall
comply with TIA § 311(a), excluding any creditor relationship listed in TIA §
311(b). A Trustee who has resigned or been removed shall be subject to TIA §
311(a) to the extent indicated therein. 

             Section
614. Appointment of Authenticating Agent. At any time when any of the
Securities remain Outstanding the Trustee may appoint an Authenticating Agent or
Agents (which may include any Person that owns, directly or indirectly, all of
the capital stock of the Trustee or a corporation that is a wholly-owned
subsidiary of the Trustee or of such other Person) with respect to one or more
series of Securities, or any Tranche thereof, that shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series or Tranche
issued upon original issuance, exchange, registration of transfer or partial
redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. The Trustee shall mail written notice of such appointment by
first-class mail, postage prepaid, to all Holders of Securities of the series or
Tranche with respect to which such Authenticating Agent will serve, and which
are entitled to receive reports pursuant to Section 704(3) and, if any
Unregistered Securities are outstanding, by publishing notice of such event once
in an Authorized Newspaper in The City of New York and, if any Unregistered
Securities are listed on any stock exchange outside of the United States, in the
city in which such stock exchange is located. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any state thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $1,000,000 and subject to supervision or
examination by federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
ceases to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section. 

46 




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

             An
Authenticating Agent may resign with respect to one or more series of Securities
at any time by giving written notice thereof to the Trustee and to the Company.
The Trustee may at any time terminate the agency of an Authenticating Agent with
respect to one or more series of Securities by giving written notice thereof to
such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent ceases to be eligible in accordance with the provisions of
this Section, the Trustee may appoint a successor Authenticating Agent that is
acceptable to the Company and shall provide notice of such appointment to all
Holders of Securities of the series or Tranche with respect to which such
Authenticating Agent will serve, as provided in paragraph (a) of this Section.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section. An Authenticating Agent appointed pursuant to this
Section shall be entitled to rely on Sections 111, 308, 604
and 605 hereunder. 

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

             If
an appointment with respect to the Securities of one or more series, or any
Tranche thereof, is made pursuant to this Section, the Securities of such series
or Tranche may have endorsed thereon, in addition to the Trustee’s certificate
of authentication, an alternate certificate of authentication in the following
form: 

47 




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

[                                
] 
As Trustee 

 

By
___________________________________________________
                 
As Authenticating Agent on behalf of the Trustee 

 

 

By
___________________________________________________
                
Authorized Officer of Authenticating Agent 


Dated: ___________________________

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

ARTICLE VII 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 

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

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

48 




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

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

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

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

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

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

            
If the Trustee elects not to afford such applicants access to such information,
the Trustee shall, upon the written request of such applicants, mail to each
Holder whose name and address appear in the information preserved at the time by
the Trustee in accordance with Section 702(a) a copy of the form of proxy
or other communication that is specified in such request, with reasonable
promptness after a tender to the Trustee by the applicants of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, enters an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission finds, after notice
and opportunity for hearing, that all the objections so sustained have been met
and enters an order so declaring, the Trustee shall mail copies of such material
to all such Holders with reasonable promptness after the entry of such order and
the renewal of such tender by such applicants; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application. 

49 




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

             Section
703. Reports by Trustee. (a) Within 60 days after May 15 of each year
commencing with the year 20__, the Trustee shall transmit by mail to all Holders
of Registered Securities of any series, as their names and addresses appear in
the Security Register and to all other Holders who are entitled to receive
reports pursuant to Section 704(3), a brief report dated as of such May
15 with respect to any of the following events which may have occurred within
the previous 12 months (but if no such event has occurred within such period no
report need be transmitted): 

                          
(1)         any change to its
eligibility under Section 609 and its qualifications under Section
608; 

                           (2)        
the creation of or any material change to a relationship specified in paragraphs
(1) through (10) of Section 310(b) of the Trust Indenture Act; 

                          
(3)         the character and amount of
any advances (and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as such) which remain
unpaid on the date of such report, and for the reimbursement of which it claims
or may claim a lien or charge, prior to that of the Securities of such series or
any related coupons, on any property or funds held or collected by it as
Trustee, except that the Trustee shall not be required (but may elect) to report
such advances if such advances so remaining unpaid aggregate not more than
one-half of 1% of the principal amount of the Securities of such series
Outstanding on the date of such report; 

                          
(4)         the amount, interest rate
and maturity date of all other indebtedness owing by the Company (or by any
other obligor on the Securities of such series) to the Trustee in its individual
capacity, on the date of such report, with a brief description of any property
held as collateral security therefor, except an indebtedness based upon a
creditor relationship arising in any manner described in paragraphs (2),
(3), (4) or (6) of Section 311(b) of the Trust
Indenture Act; 

                          
(5)         any change to the property
and funds, if any, physically in the possession of the Trustee as such on the
date of such report; 

                          
(6)         any additional issue of
Securities which the Trustee has not previously reported; and 

                          
(7)         any action taken by the
Trustee in the performance of its duties hereunder which it has not previously
reported and which in its opinion materially affects the Securities of such series, except action in respect of a default, notice of
which has been or is to be withheld by the Trustee in accordance with Section
602. 

50 




                             (b)        
The Trustee shall transmit by mail to all Holders of Registered Securities of
any series, as their names and addresses appear in the Security Register and to
all Holders who are entitled to receive reports pursuant to Section
704(3), a brief report with respect to the character and amount of any
advances (and if the Trustee elects so to state, the circumstances surrounding
the making thereof) made by the Trustee (as such) since the date of the last
report transmitted pursuant to subsection (a) of this Section (or if no such
report has yet been so transmitted, since the date of execution of this
instrument) for the reimbursement of which it claims or may claim a lien or
charge, prior to that of the Securities of such series, on property or funds
held or collected by it as Trustee and which it has not previously reported
pursuant to this subsection, except that the Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Securities of such series
Outstanding at such time, such report to be transmitted within 90 days after
such time. 

                             (c)        
A copy of each such report shall, at the time of such transmission to Holders,
be filed by the Trustee with each stock exchange upon which any Securities are
listed, with the Commission and with the Company. The Company will notify the
Trustee in writing when any Securities are listed on any stock exchange. 

            
Section 704. Reports by Company. The Company shall: 

             (1)        
file with the Trustee, within 45 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) that
the Company may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is
not required to file information, documents or reports pursuant to either of
said Sections, then it shall file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports that may be required pursuant to Section 13 of the Securities Exchange
Act of 1934 in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations; 

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

            
(3)         transmit by mail to all
Holders of Registered Securities, as their names and addresses appear in the
Security Register, to such Holders of Unregistered Securities as have, within
the two years preceding such transmission, filed their names and addresses with
the Trustee for that purpose and to each Holder whose name and address is then preserved on the Trustee’s list
pursuant to the first sentence of Section 702(a), within 30 days after
the filing thereof with the Trustee, such summaries of any information,
documents and reports required to be filed by the Company pursuant to paragraphs
(1) and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.


51 




ARTICLE VIII 

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER 

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

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

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

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

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

52 




ARTICLE IX 

SUPPLEMENTAL INDENTURES 

             Section
901. Supplemental Indentures Without Consent of Holders. Without the
consent of any Holders, the Company and the Trustee, at any time and from time
to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes: 

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

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

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

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

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

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

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

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

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

53 




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

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

            
(12)      to make any other provisions with respect to
matters or questions arising under this Indenture, provided such action
shall not adversely affect the interests of the Holders of any Securities of any
series or Tranche Outstanding on the date of such indenture supplemental hereto.


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

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

            
(y)         if any such amendment
permits one or more changes to, or the elimination of, any provisions hereof
that, at the date hereof or at any time thereafter, are required by the Trust
Indenture Act to be contained herein (or if it is no longer required by the TIA
for the Indenture to contain one or more provisions), this Indenture shall be
deemed to have been amended to effect such changes or elimination, and the
Company and the Trustee may, without the consent of any Holders, enter into an
indenture supplemental hereto to evidence such amendment hereof; or 

            
(z)         if, by reason of any such
amendment, it shall be no longer necessary for this Indenture to contain one or
more provisions that, at the date of the execution and delivery hereof, are
required by the Trust Indenture Act to be contained herein, the Company and the
Trustee may, without the consent of any Holders, enter into an indenture
supplemental hereto to effect the elimination of such provisions. 

             Section
902. Supplemental Indentures With Consent of Holders. (a) Except as set
forth in paragraph (c) below, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Senior Securities of all
series then Outstanding (considered as one class), the Company, when authorized
by a resolution of its Board of Directors (which resolution may provide general
terms or parameters for such action and may provide that the specific terms of
such action may be determined in accordance with or pursuant to a Company
Order), and the Trustee may, from time to time and at any time, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Securities of each such series or Tranche or of
the Coupons appertaining to such Securities or of modifying in any manner the
rights of the Holders of Securities of such series or Tranche under this
Indenture; provided, however, that if there are Senior Securities of more
than one series Outstanding hereunder and if a proposed supplemental indenture
shall directly affect the rights of the Holders of Senior Securities of one or
more, but less than all, of such series, then the consent only of the Holders of
a majority in aggregate principal amount of the Outstanding Securities of all
series so directly affected, considered as one class, shall be required; and
provided, further, that if the Securities of any series have been issued
in more than one Tranche and if the proposed supplemental indenture shall
directly affect the rights of the Holders of Senior Securities of one or more,
but less than all, of such Tranches, then the consent only of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of all
Tranches so directly affected, considered as one class, shall be required. 

54 




                             (b)        
Except as set forth in paragraph (c) below, with the consent of the Holders of
not less than a majority in aggregate principal amount of the Subordinated
Securities of all series then Outstanding (considered as one class), the
Company, when authorized by a resolution of its Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to a Company Order), and the Trustee may, from time to time and
at any time, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of each such
series or of the Coupons appertaining to such Securities or of modifying in any
manner the rights of the Holders of Securities of such series or Tranche under
this Indenture; provided, however, that if there are Subordinated
Securities of more than one series Outstanding hereunder and if a proposed
supplemental indenture shall directly affect the rights of the Holders of
Subordinated Securities of one or more, but less than all, of such series, then
the consent only of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of all series so directly affected, considered as one
class, shall be required; and provided, further, that if the Securities
of any series have been issued in more than one Tranche and if the proposed
supplemental indenture shall directly affect the rights of the Holders of
Subordinated Securities of one or more, but less than all, of such Tranches,
then the consent only of the Holders of a majority in aggregate principal amount
of the Outstanding Securities of all Tranches so directly affected, considered
as one class, shall be required. 

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

55 




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


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

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


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

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

             Section
903. Execution of Supplemental Indentures. In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 601)
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise. 

56 




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

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

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


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

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

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

57 




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

ARTICLE X 

COVENANTS 

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

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

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

58 




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


             Section
1002. Maintenance of Office or Agency. The Company will maintain in each
Place of Payment for any series of Securities, or any Tranche thereof, an office
or agency where Registered Securities, or any Tranche thereof, of that series
may be surrendered for registration of transfer or exchange and a Place of
Payment where (subject to Sections 305 and 307) Securities may be
presented for payment or exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served. Unless otherwise specified pursuant to Section 301 with respect
to any such series, the Company shall maintain such offices or agencies in
connection with each series in the Borough of Manhattan, The City of New York,
State of New York. With respect to any series of Securities issued in whole or
in part as Unregistered Securities, the Company shall maintain one or more
Paying Agents located outside the United States and its possessions and shall
maintain such Paying Agents for a period of one year after the principal of such
Unregistered Securities has become due and payable. During any period thereafter
for which it is necessary in order to conform to United States tax law or
regulations, the Company will maintain a Paying Agent outside the United States
and its possessions to which the Unregistered Securities or coupons appertaining
thereto may be presented for payment and will provide the necessary funds
therefor to such Paying Agent upon reasonable notice. The Security Registrar
shall keep a register with respect to each series of Securities issued in whole
or in part as Registered Securities and to their transfer and exchange. The
Company may appoint one or more co-Security Registrars acceptable to the Trustee
and one or more additional Paying Agents for each series of Securities, and the
Company may terminate the appointment of any co-Security Registrar or Paying
Agent at any time upon written notice. The term “Security Registrar” includes
any co-Security Registrar. The term “Paying Agent” includes any additional
Paying Agent. The Company shall notify the Trustee of the name and address of
any Agent not a party to this Indenture. Subject to Section 305, if the
Company fails to maintain a Security Registrar or Paying Agent, the Trustee
shall act as such. The Company will give prompt written notice to the Trustee of
the location, and any change in the location, of such office or agency. If at
any time the Company fails to maintain any such required office or agency or
fails to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.


59 




             The
Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in each Place of Payment for Securities of any series for
such purposes. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency. 

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

             Anything
herein to the contrary notwithstanding, any office or agency required by this
Section may be maintained at any office of the Company in which event the
Company shall perform all functions to be performed at such office or agency.


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

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

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

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

60 




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

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


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


             Any
money deposited with the Trustee or any Paying Agent, or received by the Trustee
in respect of Eligible Obligations deposited with the Trustee pursuant to
Section 401, 403 or 1007, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest, if
any, on any Security of any series and remaining unclaimed for two years (or
such shorter period for the return of such moneys to the Company under
applicable abandoned property laws) after such principal (and premium, if any)
or interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to
make any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on
each Business Day and of general circulation in the Borough of Manhattan, The
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company. 

             Section
1004. Corporate Existence. Subject to Article VIII, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence, rights (charter and statutory) and
franchises; provided, however, that the Company shall not be required to
preserve any such right or franchise if, in the judgment of the Company, the
preservation thereof is no longer desirable in the conduct of the business of
the Company and the loss thereof is not disadvantageous in any material respect
to the Holders of Securities of any series or Tranche in any material respect.


             Section
1005. Defeasance of Certain Obligations. The Company may omit to comply
with its obligations under the covenants contained in Sections 1002, 1004
(except with respect to maintaining its corporate existence), 1006, 1008
and Article VIII with respect to any Security or Securities of any series
or Tranche or any portion of the principal amount thereof (and in respect of any term, provision or condition set forth in the covenants
or restrictions specified for such Securities pursuant to Section 301, in
any supplemental indenture, Board Resolution or Officer’s Certificate
establishing such Security), provided that the following conditions shall
have been satisfied: 

61 




                            
(1)         With reference to this
Section, the Company has deposited or caused to be irrevocably deposited (except
as provided in Section 402) with the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities or portions thereof, (i) money in an amount, or
(ii) if Securities of such series are not subject to repayment at the option of
Holders, (A) Eligible Obligations which through the payment of interest and
principal in respect thereof in accordance with their terms will provide not
later than one day before the due date of any payment referred to in clause (x)
or (y) of this subparagraph (1) money in an amount, or (B) a
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent certified public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge (x) the principal of (and
premium, if any) and each installment of principal (and premium, if any) and
interest, if any, on the Outstanding Securities of such series or portions
thereof on the Stated Maturity of such principal or installment of principal or
premium or interest or to and including the Redemption Date irrevocably
designated by the Company pursuant to subparagraph (7) of this Section and (y)
any mandatory sinking fund payments applicable to the Securities of such series
or portions thereof on the day on which such payments are due and payable in
accordance with the terms of the Indenture and of such Securities or portions
thereof; 

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

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

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

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

62 




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

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

             Section
1006. Statement by Officers as to Default. The Company will deliver to
the Trustee, within 120 days after the end of each fiscal year of the Company
ending after the date hereof, a written statement, which need not comply with
Section 102, signed by the principal executive officer, the principal
financial officer or the principal accounting officer of the Company stating, as
to each signer thereof, that 

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

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

             Section
1007. Waiver of Certain Covenants. (a) The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
(i) any additional covenants or restrictions specified with respect to the
Senior Securities of any series, or any Tranche thereof, as contemplated by
Section 301 if before the time for such compliance the Holders of not
less than a majority in aggregate principal amount (or such larger proportion as
may be required in respect of waiving a past default of any such additional
covenant or restriction) of the Outstanding Securities of all series and
Tranches with respect to which such covenant or restriction was so specified,
considered as one class, by Act of such Holders, either waives such compliance
in such instance or generally waive compliance with such term, provision or
condition and (ii) Sections 1002, 1004, 1006 and 1008 and
Article VIII if before the time for such compliance the Holders of at
least a majority in principal amount of Senior Securities Outstanding under this
Indenture by Act of such Holders, either waives such compliance in such instance
or generally waive compliance with such term, provision or condition; but, in
the case of (i) or (ii) of this paragraph (a), no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver becomes 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. 

63 




                             (b)        
The Company may omit in any particular instance to comply with any term,
provision or condition set forth in (i) any additional covenants or restrictions
specified with respect to the Subordinated Securities of any series, or any
Tranche thereof, as contemplated by Section 301 if before the time for
such compliance the Holders of not less than a majority in aggregate principal
amount (or such larger proportion as may be required in respect of waiving a
past default of any such additional covenant or restriction) of the Outstanding
Securities of all series and Tranches with respect to which such covenant or
restriction was so specified, considered as one class, by Act of such Holders,
either waives such compliance in such instance or generally waive compliance
with such term, provision or condition and (ii) Sections 1002, 1004,
1006 and 1008 and Article VIII if before the time for such
compliance the Holders of at least a majority in principal amount of
Subordinated Securities Outstanding under this Indenture by Act of such Holders,
either waives such compliance in such instance or generally waive compliance
with such term, provision or condition; but, in the case of (i) or (ii) of this
paragraph (b), no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such
waiver becomes 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. 

             Section
1008. Maintenance of Properties. The Company shall cause (or, with
respect to property owned in common with others, make reasonable effort to
cause) all its properties used or useful in the conduct of its business to be
maintained and kept in good condition, repair and working order and shall cause
(or, with respect to property owned in common with others, make reasonable
effort to cause) to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as, in the judgment of the Company,
may be necessary so that the business carried on in connection therewith may be
properly conducted; provided, however, that nothing in this Section shall
prevent the Company from discontinuing, or causing the discontinuance of, the
operation and maintenance of any of its properties if, in the judgment of the
Company, such discontinuance (i) is desirable in the conduct of its business and
(ii) will not adversely affect the interests of the Holders of Securities of any
series or Tranche in any material respect. 

ARTICLE XI 

REDEMPTION OF SECURITIES 

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

             Section
1102. Election to Redeem; Notice to Trustee. The election of the Company
to redeem any Securities shall be evidenced by a Board Resolution or an
Officer’s Certificate. In case of any redemption at the election of the Company
of less than all the Securities of any series, the Company shall, at least 45
days prior to the Redemption Date fixed by the Company (unless a shorter notice
is satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series
or Tranche to be redeemed. In the case of any redemption of Securities (a) prior
to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, or (b) pursuant to an election
of the Company that is subject to a condition specified in the terms of such
Securities the Company shall furnish the Trustee with an Officer’s Certificate
evidencing compliance with such restriction. 

64 




             Section
1103. Selection by Trustee of Securities to Be Redeemed. If less than all
the Securities of any series, or any Tranche thereof, are to be redeemed, the
particular Securities to be redeemed shall be selected by the Trustee not more
than 45 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series or Tranche not previously called for redemption, by
such method as is provided for any particular series, or, in the absence of any
such provision, by such method as the Trustee deems fair and appropriate and
which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or Tranche or any
integral multiple thereof) of the principal amount of Securities of such series
or Tranche of a denomination larger than the minimum authorized denomination for
Securities of that series or Tranche; provided, however, that if,
as indicated in an Officer’s Certificate, the Company has offered to purchase
all or any principal amount of the Securities then Outstanding of any series, or
any Tranche thereof, and less than all of such Securities as to which such offer
was made have been tendered to the Company for such purchase, the Trustee, if so
directed by Company Order, shall select for redemption all or any principal
amount of such Securities that have not been so tendered. 

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


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

             Section
1104. Notice of Redemption. Unless otherwise specified as contemplated by
Section 301 with respect to any series of Securities, notice of
redemption shall be given by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, at his address appearing in the Security Register.


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

            
All notices of redemption shall state: 

65 




            
(1)         the Redemption Date, 

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

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

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

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

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

            
(7)         the CUSIP numbers, if any,
assigned to such Securities; provided however, that such notice may state
that no representation is made as to the correctness of CUSIP numbers, and the
redemption of such Securities shall not be affected by any defect in or omission
of such number, and 

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

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

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

66 




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

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

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

ARTICLE XII 

SINKING FUNDS 

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

             The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series, or any Tranche thereof, is herein referred to as a
“mandatory sinking fund payment”, and any payment in excess of such minimum
amount provided for by the terms of Securities of any series, or any Tranche
thereof, is herein referred to as an “optional sinking fund payment”. If
provided for by the terms of Securities of any series, or any Tranche thereof, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of Securities of the series or Tranche in respect of
which it was made as provided for by the terms of Securities of such series.


67 




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

             Section
1203. Redemption of Securities for Sinking Fund. Not less than 45 days
prior to each sinking fund payment date for any series of Securities, or any
Tranche thereof, the Company will deliver to the Trustee an Officer’s
Certificate specifying the amount of the next ensuing sinking fund payment for
that series or Tranche pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 1202 and will also deliver to the
Trustee any Securities to be so delivered. If the Company has not delivered such
Officer’s Certificate and, to the extent applicable, all such Securities, the
next succeeding sinking fund payment for such series or Tranche shall be made
entirely in cash in the amount of the mandatory sinking fund payment. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided
in Section 1104. Such notice having been duly given, the redemption of
such Securities shall be made upon the terms and in the manner stated in
Sections 1105 and 1106. 

ARTICLE XIII 

REPAYMENT OF SECURITIES AT OPTION OF HOLDERS 

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

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

68 




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

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

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

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

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

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

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

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


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

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

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

69 




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

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

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

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

70 




____________________________

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

71 




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

		CHINA INFORMATION TECHNOLOGY, INC. 
	 	 
	[CORPORATE SEAL] 	
	 	 
	 	By
      ________________________________________________
	 	Chief Executive Officer 
	 	
	Attest: 	 
	 	 
	 	
	 	[                              
      ] 
	Secretary 	 
	 	 
	 	 
	 	By
      ________________________________________________






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

       
     On the day of
[         ] 20__, before me personally
came _______, to me known, who, being by me duly sworn, did depose and say that
he is a director of CHINA INFORMATION TECHNOLOGY, INC., one of the companies
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instruments is such corporate
seal; that it was so affixed by authority of the By-Laws of said corporation,
and that he signed his name thereto by authority of the Board of Directors of
said corporation. 

 

________________________________________________________________




CHINA INFORMATION TECHNOLOGY, INC. 
Reconciliation
and tie between Trust Indenture Act of 1939 and 
Indenture, dated as
of __, 20__ 


	Trust Indenture 	Indenture Sections 
	Act Section 	  
	  	  
	§ 310(a)(1) 	609 
	          (a)(2)
    	609 
	          (a)(3)
    	Not Applicable 
	          (a)(4)
    	Not Applicable 
	          (a)(5)
    	609 
	          (b)
    	608 
	  	610 
	§ 311(a) 	613(a) 
	          (b)
    	613(b) 
	          (b)(2)
    	703(a)(2) 
	  	703(b) 
	§ 312(a) 	701 
	  	702(a) 
	          (b)
    	702(b) 
	          (c)
    	702(c) 
	§ 313(a) 	703(a) 
	          (b)
    	703(b) 
	          (c)
    	703(a), 703(b) 
	          (d)
    	703(c) 
	§ 314(a) 	704 
	          (b)
    	Not Applicable 
	          (c)(1)
    	102 
	          (c)(2)
    	102 
	          (c)(3)
    	Not Applicable 
	          (d)
    	Not Applicable 
	          (e)
    	102 
	§ 315(a) 	601(a) 
	          (b)
    	602 
	  	703(a)(7) 
	          (c)
    	601(b) 
	          (d)
    	601(c) 
	          (d)(l)
    	601(a)(1) 
	          (d)(2)
    	601(c)(2) 
	          (d)(3)
    	601(c)(3) 
	          (e)
    	514 
	§ 316(a) 	101 
	          (a)(1)(A)
    	502 
	  	512 
	          (a)(1)(B)
    	513 


 





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


______________

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

3