exv4w1



 





Exhibit 4.1




HSBC FINANCE CORPORATION

(AS SUCCESSOR TO HOUSEHOLD FINANCE CORPORATION)




AMENDED AND RESTATED




STANDARD MULTIPLE-SERIES

INDENTURE

PROVISIONS FOR

SENIOR DEBT SECURITIES




December 15, 2004




Amending and restating the

Standard Multiple-Series Indenture Provisions for Senior Debt Securities dated

as of June 1, 1992 to give effect to the merger of Household Finance

Corporation with and into HSBC Finance Corporation




 









 








HSBC FINANCE CORPORATION

Amended and Restated Standard Multiple-Series Indenture Provisions for Senior Debt

Securities______________________




TABLE OF CONTENTS*














	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	ARTICLE I	 	 	 	 
	 	 	 	 	Definitions and Other Provisions of General Application	 	 	 	 
	Section 1.01	 	Definitions
	 	 	 	 
	 	 	Act
	 	 	9	 
	 	 	 	 	Affiliate; Control
	 	 	9	 
	 	 	 	 	Authorized Newspaper
	 	 	9	 
	 	 	 	 	Board of Directors
	 	 	9	 
	 	 	 	 	Board Resolution
	 	 	9	 
	 	 	 	 	Business Day
	 	 	9	 
	 	 	 	 	Commission; SEC
	 	 	10	 
	 	 	 	 	Company
	 	 	10	 
	 	 	 	 	Company Request; Company Order; Company Consent
	 	 	10	 
	 	 	 	 	Company Trust Office
	 	 	10	 
	 	 	 	 	Depository
	 	 	10	 
	 	 	 	 	Depository Note
	 	 	10	 
	 	 	 	 	Dollar
	 	 	10	 
	 	 	 	 	ECU
	 	 	10	 
	 	 	 	 	Event of Default
	 	 	10	 
	 	 	 	 	Foreign Currency
	 	 	10	 
	 	 	 	 	Holder
	 	 	10	 
	 	 	 	 	Indenture
	 	 	11	 
	 	 	 	 	Independent
	 	 	11	 
	 	 	 	 	Interest
	 	 	11	 
	 	 	 	 	Interest Payment Date
	 	 	11	 
	 	 	 	 	Maturity
	 	 	11	 
	 	 	 	 	Notes
	 	 	11	 
	 	 	 	 	Note Register; Note Registrar
	 	 	11	 
	 	 	 	 	Officer’s Certificate
	 	 	11	 
	 	 	 	 	Opinion of Counsel
	 	 	11	 
	 	 	 	 	Original Issue Discount Note
	 	 	11	 
	 	 	 	 	Outstanding
	 	 	11	 
	 	 	 	 	Paying Agent
	 	 	12	 
	 	 	 	 	Person
	 	 	12	 
	 	 	 	 	Predecessor Notes
	 	 	12	 
	 	 	 	 	Redemption Date
	 	 	12	 
	 	 	 	 	Redemption Price
	 	 	12	 
	 	 	 	 	Regular Record Date
	 	 	12	 







*This Table of Contents does not constitute a part of the Amended and Restated
Standard Multiple-Series Indenture Provisions for Senior Debt Securities is
convenience of reference only.




2









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	Responsible Officer
	 	 	12	 
	 	 	 	 	Special Record Date
	 	 	13	 
	 	 	 	 	Stated Maturity
	 	 	13	 
	 	 	 	 	Subsidiary
	 	 	13	 
	 	 	 	 	Trustee
	 	 	13	 
	 	 	 	 	Trust Indenture Act, TIA
	 	 	13	 
	 	 	 	 	Voting Stock
	 	 	13	 
	Section 1.02	 	Compliance Certificates and Opinions
	 	 	13	 
	Section 1.03	 	Form of Documents Delivered to Trustee
	 	 	14	 
	Section 1.04	 	Acts of Holders
	 	 	14	 
	Section 1.05	 	Notices, etc., to Trustee and Company
	 	 	15	 
	Section 1.06	 	Notices to Holders; Waiver
	 	 	15	 
	Section 1.07	 	Conflict with Trust Indenture Act
	 	 	16	 
	Section 1.08	 	Effect of Headings and Table of Contents
	 	 	16	 
	Section 1.09	 	Successors and Assigns
	 	 	16	 
	Section 1.10	 	Separability Clause
	 	 	16	 
	Section 1.11	 	Benefits of Indenture
	 	 	16	 
	Section 1.12	 	Governing Law
	 	 	16	 
	Section 1.13	 	Payment on Business Day
	 	 	16	 
	Section 1.14	 	Incorporation by Reference of Trust Indenture Act
	 	 	16	 
	 	 	 	 	ARTICLE II	 	 	 	 
	 	 	 	 	Issue, Execution and Registration of Notes	 	 	 	 
	Section 2.01	 	Issuance of Notes in Series
	 	 	17	 
	Section 2.02	 	Authentication and Delivery of Notes
	 	 	17	 
	Section 2.03	 	Execution of Notes
	 	 	18	 
	Section 2.04	 	Temporary Notes
	 	 	18	 
	Section 2.05	 	Exchanges and Transfers of Notes
	 	 	19	 
	Section 2.06	 	Mutilated, Destroyed, Lost or Stolen Notes
	 	 	19	 
	Section 2.07	 	Payment of Interest; Interest Rights Preserved
	 	 	20	 
	Section 2.08	 	Persons Deemed Owners
	 	 	21	 
	Section 2.09	 	Cancellation of Notes
	 	 	21	 
	Section 2.10	 	Appointment of Authenticating Agent
	 	 	21	 
	Section 2.11	 	Securities Issuable in the Form of a Depository Note
	 	 	22	 







3









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	ARTICLE III	 	 	 	 
	 	 	 	 	Covenants	 	 	 	 
	Section 3.01	 	Payment of Principal, Premium and Interest
	 	 	24	 
	Section 3.02	 	Maintenance of Office or Agency
	 	 	24	 
	Section 3.03	 	Money for Note Payments to be Held in Trust
	 	 	24	 
	Section 3.04	 	Payment of Taxes and Other Claims
	 	 	25	 
	Section 3.05	 	Statement as to Compliance
	 	 	25	 
	Section 3.06	 	Corporate Existence
	 	 	25	 
	Section 3.07	 	Filing of Reports
	 	 	25	 
	Section 3.08	 	Not to
Subject Property to Lien Without Securing Notes Ratably; Waiver of Covenant
	 	 	26	 
	 	 	 	 	ARTICLE IV	 	 	 	 
	 	 	 	 	Repayment at Option of Holders	 	 	 	 
	Section 4.01	 	Optional Repayment of Notes
	 	 	28	 
	Section 4.02	 	Repayment Procedure for Notes
	 	 	28	 
	 	 	 	 	ARTICLE V	 	 	 	 
	 	 	 	 	Redemption of Notes; Sinking Funds	 	 	 	 
	Section 5.01	 	Applicability of Redemption Provision
	 	 	29	 
	Section 5.02	 	Election to Redeem; Notice to Trustee 
	 	 	29	 
	Section 5.03	 	Selection by Trustee of Notes to be Redeemed
	 	 	29	 
	Section 5.04	 	Notice of Redemption
	 	 	29	 
	Section 5.05	 	Deposit of Redemption Price
	 	 	30	 
	Section 5.06	 	Notes Payable on Redemption Date
	 	 	30	 
	Section 5.07	 	Notes Redeemed in Part
	 	 	30	 
	Section 5.08	 	Sinking Funds
	 	 	30	 
	Section 5.09	 	Satisfaction of Sinking Fund Payments with Notes
	 	 	30	 
	Section 5.10	 	Redemption of Notes for Sinking Fund
	 	 	31	 
	 	 	 	 	ARTICLE VI	 	 	 	 
	 	 	 	 	Satisfaction and Discharge	 	 	 	 
	Section 6.01	 	Satisfaction and Discharge of Indenture
	 	 	32	 
	Section 6.02	 	Application of Trust Money
	 	 	32	 
	Section 6.03	 	Satisfaction, Discharge, and Defeasance of Notes of any Series
	 	 	32	 







4









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	ARTICLE VII	 	 	 	 
	 	 	 	 	Remedies	 	 	 	 
	Section 7.01	 	Events of Default
	 	 	34	 
	Section 7.02	 	Acceleration of Maturity; Rescission and Annulment
	 	 	35	 
	Section 7.03	 	Collection
of Indebtedness and Suits for Enforcement by Trustee
	 	 	35	 
	Section 7.04	 	Trustee May File Proofs of Claim
	 	 	36	 
	Section 7.05	 	Trustee May Enforce Claims Without Possession of Notes
	 	 	36	 
	Section 7.06	 	Application of Money Collected
	 	 	36	 
	Section 7.07	 	Limitation on Suits
	 	 	37	 
	Section 7.08	 	Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	37	 
	Section 7.09	 	Restoration of Rights and Remedies
	 	 	37	 
	Section 7.10	 	Rights and Remedies Cumulative
	 	 	37	 
	Section 7.11	 	Delay or Omission Note Waiver
	 	 	38	 
	Section 7.12	 	Control by Holders
	 	 	38	 
	Section 7.13	 	Waiver of Past Defaults
	 	 	38	 
	Section 7.14	 	Undertaking for Costs
	 	 	38	 
	Section 7.15	 	Waiver of Stay or Extension Laws
	 	 	39	 
	 	 	 	 	ARTICLE VIII	 	 	 	 
	 	 	 	 	The Trustee	 	 	 	 
	Section 8.01	 	Certain Duties and Responsibilities
	 	 	40	 
	Section 8.02	 	Notice of Defaults
	 	 	40	 
	Section 8.03	 	Certain Rights of Trustee
	 	 	41	 
	Section 8.04	 	Not Responsible for Recitals or Issuance of Notes
	 	 	41	 
	Section 8.05	 	May Hold Notes
	 	 	41	 
	Section 8.06	 	Money Held in Trust
	 	 	42	 
	Section 8.07	 	Compensation and Reimbursement
	 	 	42	 
	Section 8.08	 	Corporate
Trustee Required; Eligibility; Disqualification; Conflicting Interests
	 	 	42	 
	Section 8.09	 	Preferential Collection of Claims Against Company
	 	 	42	 
	Section 8.10	 	Resignation and Removal; Appointment of Successor
	 	 	42	 
	Section 8.11	 	Acceptance of Appointment of Successor
	 	 	43	 
	Section 8.12	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	44	 







5









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	ARTICLE IX
	 	 	 	 
	 	 	 	 	Holders’ Lists and Reports by Trustee and Company
	 	 	 	 
	Section 9.01	 	Company to
Furnish Trustee Names and Addresses of Holders
	 	 	45	 
	Section 9.02	 	Preservation of Information; Communication to Holder
	 	 	45	 
	Section 9.03	 	Reports by Trustee
	 	 	45	 
	 	 	 	 	ARTICLE X
	 	 	 	 
	 	 	 	 	Consolidation, Merger, Conveyance, Transfer or Lease
	 	 	 	 
	Section 10.01	 	Company May Consolidate, etc. only on Certain Terms
	 	 	46	 
	Section 10.02	 	Successor Corporation Substituted
	 	 	46	 
	 	 	 	 	ARTICLE XI
	 	 	 	 
	 	 	 	 	Supplemental Indentures
	 	 	 	 
	Section 11.01	 	Supplemental Indentures Without Consent of Holders
	 	 	47	 
	Section 11.02	 	Supplemental Indentures With Consent of Holders
	 	 	47	 
	Section 11.03	 	Execution of Supplemental Indentures
	 	 	48	 
	Section 11.04	 	Effect of Supplemental Indentures
	 	 	48	 
	Section 11.05	 	Conformity with Trust Indenture Act
	 	 	48	 
	Section 11.06	 	Reference in Notes to Supplemental Indentures
	 	 	48	 
	Schedule A   	 	General Form
of Note
	 	 	A-1	 







6









 





     Tie of certain provisions of Trust Indenture Act of 1939 with
Amended and Restated Standard Multiple-Series Indenture Provisions for
senior Debt Securities, dated as of December 15, 2004, of HBSC Finance
Corporation. *



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Section of
	Section of Act
	 	Indenture

	 	310	 	 	(a)(1)
	 	 	8.08	 
	 	 	 	 	(a)(2)
	 	 	8.08	 
	 	 	 	 	(a)(3)
	 	 	Not Applicable
	 	 	 	 	(a)(4)
	 	 	Not Applicable
	 	 	 	 	(b)
	 	 	8.08, 8.10	 
	 	311	 	 	(a)
	 	 	8.09	 
	 	 	 	 	(b)
	 	 	8.09	 
	 	312	 	 	(a)
	 	 	9.01, 9:02	(a)
	 	 	 	 	(b)
	 	 	9.02 (b)	 
	 	 	 	 	(c)
	 	 	9.02(b)	 
	 	313	 	 	(a)
	 	 	9.03(a)	 
	 	 	 	 	(b)
	 	 	9.03(a)	 
	 	 	 	 	(c)
	 	 	9.03(a)	 
	 	 	 	 	(d)
	 	 	9.03(c)	 
	 	314	 	 	(a)
	 	 	3.07	 
	 	 	 	 	(b)
	 	 	Not Applicable
	 	 	 	 	(c)(1)
	 	 	1.02	 
	 	 	 	 	(c)(2)
	 	 	1.02	 
	 	 	 	 	(c)(3)
	 	 	Not Applicable
	 	 	 	 	(d)
	 	 	Not Applicable
	 	 	 	 	(e)
	 	 	1.02	 
	 	315	 	 	(a)
	 	 	8.01(a)	 
	 	 	 	 	 
	 	 	8.01(c)	 
	 	 	 	 	(b)
	 	 	8.02	 
	 	 	 	 	 
	 	 	9.03(a)	 
	 	 	 	 	(c)
	 	 	8.01(b)	 







*This tie of provisions does not constitute a part of the Indenture and is for
convenience of reference only.





7









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	SECTION
	SECTION OF ACT
	 	OF INDENTURE

	 	315	 	 	(d)
	 	 	8.01	(c)
	 	 	 	 	(d)(1)
	 	 	8.01	(c)(1)
	 	 	 	 	(d)(2)
	 	 	8.01	(c)(2)
	 	 	 	 	(d)(3)
	 	 	8.01	(c)(3)
	 	 	 	 	(e)
	 	 	7.14	 
	 	316	 	 	(a)
	 	 	1.01	 
	 	 	 	 	(a)(1)(A)
	 	 	7.02	 
	 	 	 	 	 
	 	 	7.12	 
	 	 	 	 	(a)(1)(B)
	 	 	7.13	 
	 	 	 	 	(a)(2)
	 	Not Applicable
	 	 	 	 	(b)
	 	 	7.08	 
	 	317	 	 	(a)(1)
	 	 	7.03	 
	 	 	 	 	(a)(2)
	 	 	7.04	 
	 	 	 	 	(b)
	 	 	3.03	 
	 	318	 	 	(a)
	 	 	1.07	 







8









 






ARTICLE I




Definitions and other Provisions

of General Application




Section 1.01. 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 TIA, either
directly or by reference therein, have the meanings assigned to them
therein; and




(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted
accounting principles.



     “Act” when used with respect to any Holder has the meaning specified in
Section 1.04.



     “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.



     “Authorized Newspaper” when used in connection with the name of a
particular city, means a newspaper, printed in an official language of the
country of publication, of general circulation and customarily published in
such city on each Business Day, whether or not published on Saturdays,
Sundays or holidays. 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 in different Authorized Newspapers,



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



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



     “Business Day” means each Monday, Tuesday, Wednesday, Thursday or
Friday which is not a legal holiday for banking institutions in the
particular city with reference to which the determination as to Business
Day is being made.



9









 





     “Commission” or “SEC” 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 on
such date.



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



     “Company Request”, “Company Order” and “Company Consent” mean,
respectively, a written request, order or consent signed in the name of
the Company by its Chairman or President or a Group Executive or Vice
President, and by its Treasurer, an Assistant Treasurer, Controller, an
Assistant Controller, Secretary or an Assistant Secretary, and delivered
to the Trustee.



     “Corporate Trust Office” shall mean the principal office of the
Trustee as set forth in the Indenture.



     “Depository” shall mean, with respect to Notes of any series for
which the Company shall determine that such Notes will be issued as a
Depository Note, The Depository Trust Company, New York, New York,
another clearing agency or any successor registered under the Securities
Exchange Act of 1934, or other applicable statute or regulation, which,
in each case, shall be designated by the Company pursuant to either
Section 2.01 or 2.11.



     “Depository Note” shall mean, with respect to any series of Notes, a
Note executed by the Company and authenticated and delivered by the
Trustee to the Depository or pursuant to the Depository’s instruction,
all in accordance with this Indenture and pursuant to a Company Order,
which (i) shall be registered as to principal and interest in the name of
the Depository or its nominee and (ii) shall represent, and shall be
denominated in an amount equal to the aggregate principal amount of, all
of the Outstanding Notes of such series.



     “Dollar” means the coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public
and private debts.



     “ECU” means the European Currency Unit as defined and revised from
time to time by the Council of the European Communities.



     “Event of Default” has the meaning specified in Section 7.01.



     “Foreign Currency” means a currency issued by the government of any
country other than the United States.



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



10









 





     “Indenture” means the Indenture between the Company and the Trustee
which incorporates therein the terms and provisions hereof, and, unless
the context otherwise indicates, all indentures supplemental thereto from
time to time in effect. The term “Indenture” also includes the terms of
particular series of Notes established as contemplated by Section 2.01.



     “Independent” when used with respect to any specified Person means
such a Person who (1) is in fact independent, (2) does not have any
material direct or indirect financial interest in the Company or in any
other obligor upon the Notes or in any Affiliate of the Company or of
such other obligor, and (3) is not connected with the Company or such
other obligor or any Affiliate of the Company or of such other obligor,
as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions. Whenever it is herein
provided that any Independent Person’s opinion or certificate shall be
furnished to the Trustee, such Person shall be appointed by a Company
Order, and such opinion or certificate shall state that the signer has
read this definition and that the signer is Independent within the
meaning hereof.



     “Interest", when used with respect to an Original Issue Discount
Note which by its terms bears interest only after Maturity, means
interest payable after Maturity.



     “Interest Payment Date” means the Stated Maturity of interest on
Notes of a particular series.



     “Maturity” when used with respect to Notes of a particular series
means the date on which the principal or any installment of principal of
such Notes becomes due and payable as therein or herein provided, whether
at the Stated Maturity or by declaration of acceleration, call for
redemption or otherwise.



     “Notes” means all debt securities issued under this Indenture,
regardless of series, which may be in the General Form of Note attached
hereto as Schedule A, with any insertions, omissions and variations as
the Board of Directors may determine in accordance with the provisions of
the Indenture, or in such other form as may be established by a Board
Resolution or in one or more indentures supplemental thereto.



     “Note Register” and “Note Registrar” have the respective meanings
specified in Section 2.05.



     “Officers’ Certificate” means a certificate signed by the Chairman
or President, or a Group Executive or Vice President, and by the
Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee. Wherever this Indenture requires that an
Officers’ Certificate be signed also by an accountant or other expert,
such accountant or other expert (except as otherwise expressly provided
in this Indenture) may be in the employ of the Company.



     “Opinion of Counsel” means a written opinion of counsel, who may be
counsel for the Company or other counsel reasonably satisfactory to the
Trustee.



     “Original Issue Discount Note” means any Note which 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
7.02.



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




          (i) Notes theretofore cancelled by the Trustee or any
authenticating agent, or delivered to the Trustee or any
authenticating agent for cancellation;



11









 






          (ii) Notes or portions thereof for whose payment or redemption
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 Notes, provided
that, if such Notes or any portions thereof are to be redeemed,
notice of such redemption has been duly given pursuant to the
Indenture or provision therefor satisfactory to the Trustee has been
made;




          (iii) Notes which have been paid pursuant to Section 2.06 or in
exchange for or in lieu of which other Notes have been authenticated
and delivered pursuant to the Indenture other than any such Notes in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Notes are held by a bonafide purchaser
in whose hands such Notes are valid obligations of the Company; and




          (iv) any such Notes which have been defeased pursuant to Section
6.03.provided, however, that in determining whether the Holders of
the requisite principal amount of Notes Outstanding have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder, or for any other purpose, (i) Notes owned by the Company
or any other obligor upon the Notes or any Affiliate of the Company
or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes which the Trustee
knows to be so owned shall be so disregarded, and Notes 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 Notes and that the
pledgee is Dot the Company or any other obligor upon the Notes or any
Affiliate of the Company or such other obligor, and (ii) the
principal amount of an Original Issue Discount Note that shall be
deemed to be Outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration pursuant to
Section 7.02.



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



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



     “Predecessor Notes” of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for purposes of this definition, any Note
authenticated and delivered under Section 2.06 in exchange for or in lieu
of a mutilated, destroyed, lost, or stolen Note shall be deemed to
evidence the same debt as the mutilated, destroyed, lost, or stolen Note.



     “Redemption Date” when used with respect to any Note to be redeemed
means the date fixed for such redemption by or pursuant to the Indenture,
any indenture supplemental thereto, or resolution of the Board of
Directors as provided in Section 2.01 hereof.



     “Redemption Price” when used with respect to any Note be redeemed
means the price at which it is to be redeemed pursuant to the Indenture,
any indenture supplemental thereto, or resolution of the Board of
Directors as provided in Section 2.01 hereof.



     “Regular Record Date” for the interest payable on any Interest
Payment Date means, with respect to Notes of any series, the date
specified as the Regular Record Date therefor in the relevant
supplemental indenture or resolution of the Board of Directors
authorizing such series of Notes.



     “Responsible Officer” when used with respect to the Trustee means an
officer of the Trustee assigned to the Corporate Trust Office, including
any Vice President or Assistant



12









 





Vice President, any Trust Officer or Assistant Trust Officer, 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 to
whom such matter is referred because of his knowledge of and familiarity
with the particular subject.




     “Special Record Date” for the payment of any Defaulted Interest (as
defined in Section 2.07) means a date fixed by the Trustee pursuant to
Section 2.07.



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



     “Subsidiary” of the Company means any corporation at least a
majority of the shares of the Voting Stock (or the equivalent thereof, in
the case of corporations organized outside the United States of America)
of which shall at the time be owned, directly or indirectly, by the
Company or by one or more Subsidiaries or by the Company and one or more
Subsidiaries.



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



     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of
1939, as amended, as it may be amended from time to time.



     “Voting Stock”, as applied to the stock of any corporation, means
stock of any class or classes (however designated) having ordinary voting
power for the election of a majority of the directors of such
corporation, other than stock having such power only by reason of the
happening of a contingency.



     Section 1.02. Upon any application or request by the Company to the
Trustee to take any action under any provision of the Indenture, the
Company shall furnish to the Trustee an Officers’ Certificate stating
that all conditions precedent, if any, provided for in the 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 the 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 the Indenture 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.



13









 





     Section 1.03. 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 Person as to
other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.



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




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




     Section 1.04. (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by the Indenture to be
given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee, and, where
it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 8.01) conclusive in
favor of the Trustee and the Company, if made in the manner provided in
this Section 1.04.



     (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 the certificate of any notary public or other officer
authorized by law to take acknowledgements of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by an officer of a corporation
or a member of a partnership, on behalf of such corporation or
partner-ship, 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 which the Trustee deems
sufficient and the Trustee may in any instance require proof with respect
to any of the matters referred to in this Section 1.04.



     (c) The ownership of Notes shall be proved by the Note Register.



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



14









 





     (e) In determining whether the Holders of the requisite principal
amount of Outstanding Notes of any series have given any request, demand,
authorization, direction, notice, consent or waiver under the Indenture,
the principal amount of an Original Issue Discount Note that may be
counted in making such determination and that shall be deemed to be
Outstanding for such purposes shall be equal to the amount of the
principal thereof that would be due and payable pursuant to the terms of
such Original Issue Discount Note upon a declaration of acceleration
pursuant to Section 7.02 at the time the taking of such action by the
Holders of such requisite principal amount of Outstanding Notes is
evidenced to the Trustee, as provided in Subsection (a) of this Section.



     (f) For the purposes of calculating the principal amount of Notes of
any series denominated in ECU’s or a currency issued by the government of
any country other than the United States for any purpose under the
Indenture, the principal amount of such Notes at any time outstanding
shall be deemed to be that amount of Dollars that could be obtained for
such principal amount on the basis of a spot rate of exchange specified
to the Trustee in an Officers’ Certificate for ECU 1s or such currency
into Dollars as of the date of any such calculation.



     Section 1.05. Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted
by the 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,
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 Indenture or at any other address previously
furnished in writing to the Trustee by the Company.



     Section 1.06. Where the Indenture provides for notice to Holders of
any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, to each Holder affected by such event, at his address as it
appears in the Note Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice.
In any case where notice to Holders 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 and any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given.
Where the Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.



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




In case, by reason of the suspension of publication of any Authorized
Newspaper, or by reason of any other cause, it shall be impossible to
make publication of any notice in an Authorized Newspaper or Authorized
Newspapers as required by the Indenture, then such method of publication
or notification as shall be made with the approval of the Trustee shall
constitute a sufficient publication of such notice.




15









 








     Section 1.07. If any provision hereof limits, qualifies or conflicts
with another provision hereof which is required or deemed to be included
in the Indenture by any of the provisions of TIA, such required or deemed
provision shall control.



     Section 1.08. The Article headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.



     Section 1.09. All covenants and agreements in the Indenture by the
Company shall bind its successors and assigns, whether so expressed or
not.



     Section 1.10. In case any provision in the Indenture or in the Notes
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.



     Section 1.11. Nothing in the Indenture or in the Notes, expressed or
implied, shall give to any Person, other than the parties hereto and
their successors hereunder and the Holders, any benefit or any legal or
equitable right, remedy or claim under the Indenture.



     Section 1.12. The Indenture and each Note issued hereunder shall be
construed in accordance with and governed by the laws of the State of
Illinois, provided that the immunities and standard of care of the
Trustee in connection with the administration of its trusts hereunder
shall be construed in accordance with and governed by the laws of the
State of New York.



     Section 1.13. In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Note shall not be a Business
Day, then (notwithstanding any other provision of this Indenture) payment
of interest or principal (and premium, if any), as the case may be, need
not be made on such date but may be made on the next succeeding Business
Day with the same force and effect as if made on the Interest Payment
Date or Redemption Date, or at the Stated Maturity, provided that no
interest shall accrue for the period from and after such Interest Payment
Date, Redemption Date, or Stated Maturity, as the case may be.



     Section 1.14. Whenever the Indenture refers to a section of the TIA,
that section, as in effect on any particular date, is incorporated by
reference in and made a part of the Indenture. If the numerical
designation of a section of the TIA is changed subsequent to the date of
the Indenture as a result of an amendment to the TIA, then the reference
in the Indenture to such section shall be deemed to refer to the
numerical designation of such section as amended.



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




               “indenture securities” means the Notes.




               “indenture security holder” means a Noteholder.




               “indenture to be qualified” means the Indenture.




               “indenture trustee” or “institutional trustee” means the Trustee.




               “obligor” on the indenture securities means the Company or any
other obligor on the Notes.



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




16









 








ARTICLE II




Issue, Execution and Registration of Notes




     Section 2.01. At the option of the Company, the Notes issued
hereunder, which are unlimited in aggregate principal amount except as
may be otherwise provided in respect of the Notes of a particular series,
may be issued in one or more series. The Notes of each series may be
generally in the form provided in Schedule A hereto (with any such
insertions, omissions and variations as determined by the Board of
Directors), to bear such series designation, to mature on such date, to
bear interest at such rate and payable on such dates, and to have such
other terms and provisions (including redemption rights, call or put
provisions, different currency of denomination, which may be Dollars,
Foreign Currency, ECU or other currency or unit specified therein, and
including any addition to, or modification or deletion of, any Event of
Default or any covenant of the Company specified herein with respect to
Notes of the series), all as shall, prior to the authentication thereof,
be established, consistently with the other provisions of the Indenture,
by resolution of the Board of Directors and set forth in an Officers’
Certificate, or in one or more supplemental indentures approved by the
Board of Directors. The Notes of any series may be issued as a Depository
Note.



All Notes of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to
such Board Resolution and (subject to Section 2.02) set forth in such
Officers’ Certificate or in any such indenture supplemental hereto.




If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of
the Officers’ Certificate setting forth the terms of the series.




     Section 2.02. From time to time the Company may execute and deliver
to the Trustee, and the Trustee shall thereupon authenticate and deliver
to or upon a Company Order, Notes of any series duly established pursuant
to Section 2.01, upon receipt by the Trustee of:



     (a) the Board Resolution (i) authorizing the execution and
requesting the authentication and delivery of the Notes applied for in
the principal amount therein specified, designating the series of such
Notes and specifying the Officer or Officers of the Company to whom or
upon whose order such Notes shall be delivered; and (ii) which, as
permitted by Section 2.01, establishes the terms of such series of Notes
and which, if applicable, authorizes the execution of an indenture
supplemental hereto creating such series of Notes or, if an Officer of
the Company has been duly authorized with respect to the foregoing, a
certificate from such Officer to the Trustee authorizing the above
actions and a Board Resolution evidencing such officer’s authority;



     (b) an Officers’ Certificate pursuant to Section 2.01 or, if the
Notes of such series are to be issued pursuant to a supplemental
indenture, a supplemental indenture duly executed on behalf of the
Company, in form satisfactory to the Trustee, creating such series of
Notes;



     (c) an Officers’ Certificate pursuant to Section 1.02; and



     (d) an Opinion of Counsel pursuant to Section 1.02 to the effect
that: (i) the form and terms of such Notes have been established in
conformity with the provisions of the Indenture;




          (ii) all conditions precedent to the authentication and delivery
of such Notes have been complied with and that such Notes, when
authenticated and delivered by the Trustee and issued by the Company
in the manner and subject to any conditions



17









 






specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting the
enforcement of creditors’ rights and to general equity principles;




          (iii) all laws and requirements in respect of the execution and
delivery by the Company of such Notes have been complied with; and




          (iv) the Company is not in default in any of its obligations
under the Indenture, and the issuance of such Notes will not result
in any such default.



If all Notes of a series are not to be originally issued at one time, it
shall not be necessary to deliver the documents described in this Section
2.02 at or prior to the time of authentication of each Note of such
series if such documents are delivered at or prior to the authentication
upon original issuance of the first Note of such series to be issued.




     Section 2.03. The Notes shall be executed on behalf of the Company
by its Chairman or President or one of its Group Executives or Vice
Presidents under its corporate seal reproduced thereon and attested by
its Secretary or one of its Assistant Secretaries. The signature of any
of such Officers on the Notes may be manual or facsimile.



Notes 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 Notes or
did not hold such offices at the date of such Notes.




     All Notes shall be dated the date of their authentication.



No Note shall be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for
herein or in Schedule A hereto executed by manual signature, and such
certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered
hereunder.




     Section 2.04. Pending the preparation of definitive Notes of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, or cause to be delivered, temporary Notes of
such series which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any denomination, substantially of the tenor of
the definitive Notes in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as
the Officers executing such Notes may determine, as evidenced by their
signing of such Notes.



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




18









 








     Section 2.05. The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a Note Register in which, subject to such
reasonable regulations as the Company may prescribe, the Company shall,
subject to Section 2.11, provide for the registration of Notes and for
registrations of transfer of Notes. The Trustee is hereby appointed Note
Registrar for the purpose of registering Notes and registering transfers
of Notes as herein provided.



Subject to the provisions of Section 2.11, upon surrender for
registration of transfer of any Note at any office or agency of the
Company maintained for that purpose, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of the same series
containing identical terms and provisions, of any authorized
denominations and for a like aggregate principal amount.




Subject to the provisions of Section 2.11, at the option of the Holder,
Notes may be exchanged for other Notes of the same series containing
identical terms and provisions, of any authorized denominations and for a
like aggregate principal amount, upon surrender of the Notes to be
exchanged at any such office or agency. Whenever any Notes are so
surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Notes which the Holder making the
exchange is entitled to receive.




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




Every Note presented or surrendered for registration of transfer or
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 Note Registrar duly executed by the
Holder thereof or his attorney duly authorized in writing.




No service charge shall be made for any registration of transfer or
exchange of Notes, 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
Notes, other than exchanges pursuant to Section 2.04, Section 5.07 or
Section 11.06 not involving any registration of transfer.




The Company shall not be required (i) to issue, register the transfer of
or exchange any Note 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 Notes of such series selected for redemption under Section
5.04 and ending at the close of business on the day of such mailing, or
(ii) to register the transfer of or exchange any Note so selected for
redemption in whole or in part.




     Section 2.06. A mutilated Note may be surrendered to the Company and
thereupon the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Note of the same series and of
like tenor and principal amount, bearing a number not contemporaneously
outstanding.



     If there be delivered to the Company and to the Trustee




(i) evidence to their satisfaction of the destruction, loss or theft
of an Note of any series, and




(ii) such security or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice to the Company
or the Trustee that such Note has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Note, a new Note of such series and of like tenor and principal
amount, bearing a number not contemporaneously outstanding.



19









 





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




Upon the issuance of any new Note Under this Section 2.06, 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 Note issued pursuant to this Section 2.06 in lieu of any
destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost
or stolen Note shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes of the same series
containing identical terms and provisions duly issued hereunder.




The provisions of this Section 2.06 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
re-placement or payment of mutilated, destroyed, lost or stolen Notes.




Section 2.07. Interest on any Note which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name such Note (or one or more Predecessor
Notes) is registered at the close of business on the Regular Record Date
for such interest.




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





          (1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Notes (or their respective
Predecessor Notes) 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 Note 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 the Clause (1)
provided. Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15
nor 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 at his address as it appears in
the Note Register, not less than 10 days prior to such Special Record
Date. The Trustee shall, upon a Company Request and in the name and at
the expense of the Company, cause a similar notice to be published at
least once in an Authorized Newspaper in New York City but such
publication shall not be a condition precedent to the establishment of
such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names the Notes (or their respective Predecessor
Notes) are registered on such Special Record Date and shall no longer
be payable pursuant to the following Clause (2).



20









 






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



Subject to the foregoing provisions of this Section 2.07, each Note
delivered under the Indenture upon registration of transfer of or in
exchange for or in lieu of any other Note shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such
other Note.




     Section 2.08. The Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name any Note is registered
as the owner of such Note for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Section 2.07) interest
on such Note and for all other purposes whatsoever, whether or not such
Note be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.



     Section 2.09. All Notes surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking or
purchase fund payment provided in respect of any series of Notes shall,
if surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Company may have acquired
in any manner whatsoever, and all Notes so delivered shall be promptly
cancelled by the Trustee. No Notes shall be authenticated in lieu of or
in exchange for any Notes cancelled as provided in this Section 2.09,
except as expressly permitted by the Indenture. All cancelled Notes held
by the Trustee shall be destroyed by the Trustee and the Trustee shall
deliver to the Company a certificate of such destruction.



     Section 2.10. The Trustee shall, if requested in writing so to do by
the Company, promptly appoint an agent or agents of the Trustee who shall
have authority to authenticate Notes of any series in the name and on
behalf of the Trustee. Such appointment by the Trustee shall be evidenced
by a certificate executed by a Responsible Officer of the Trustee
delivered to the Company prior to the effectiveness of such appointment
designating such agent or agents and stating that all appropriate
corporate action has been taken by the Trustee in connection with such
appointment.



Any such authenticating agent shall be an agent acceptable to the Company
and shall at all times be a corporation which is organized and doing
business under the laws of the United States or of any State, is
authorized under such laws to act as authenticating agent, has a combined
capital and surplus of at least $5,000,000, and is subject to supervision
or examination by Federal or State authority.




Any authenticating agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any
time, and upon written request of the Company to the Trustee shall,
terminate the agency of any authenticating agent by giving written notice
of termination to such authenticating agent and to the Company.




Any such authenticating agent shall have the rights and immunities of the
Trustee set forth in Sections 2.08, 8.03, 8.04 and 8.05 to the same
extent and as fully to all intents and purposes as though such
authenticating agent had been expressly named in place of the Trustee.




If an appointment is made pursuant to this Section 2.10 with respect to
any series of Notes, such Notes shall have endorsed thereon, in addition
to the Trustee’s Certificate of




21









 








Authentication, an alternate Trustee’s Certificate of Authentication
substantially in the following form:




     (Alternate Form of the Trustee’s Certificate of Authentication)



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



	 	 	 	 	 
	 	 	[                                                  ]
	 	 	                         as Trustee
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	

	

	 	 	 	               Authenticating Agent
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	

	

	 	 	 	                Authorized Officer







     Section 2.11. (a) If the Company shall establish pursuant to Section
201 that the Notes of a particular series are to be issued as a
Depository Note, then the Company shall execute and the Trustee shall, in
accordance with Sections 2.02 and 2.03 and the Company Order delivered to
the Trustee thereunder, authenticate and deliver, a Depository Note which
(i) shall represent, and shall be denominated in an amount equal to the
aggregate principal amount of, all of the Outstanding Notes of such
series, (ii) shall be registered in the name of the Depository or its
nominee, (iii) shall be delivered by the Trustee to the Depository or
pursuant to the Depository’s instruction and (iv) shall bear a legend
substantially to the following effect: “Except as otherwise provided in
Section 2.11 of the Indenture, this Note may be transferred, in whole but
not in part, only to another nominee of the Depository or to a successor
Depository or to a nominee of such successor Depository”



     (b) Notwithstanding any other provision of this Section 2.11 or of
Section 2.05, the Depository Note of a series may be transferred, in
whole but not in part and in the manner provided in Section 2.05, only to
another nominee of the Depository for such series, or to a successor
Depository for such series selected or approved by the Company or to a
nominee of such successor Depository.



     (c) If at any time the Depository for a series of Notes notifies the
Company that it is unwilling or unable to continue as Depository for such
series or if at any time the Depository for such series shall no longer
be registered or in good standing under the Securities Exchange Act of
1934, as amended, or other applicable statute or regulation and a
successor Depository for such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of
such condition, as the case may be, this Section 2.11 shall no longer be
applicable to the Notes of such series and the Company will execute, and
the Trustee will authenticate and deliver, Notes of such series in
definitive registered form without coupons, in authorized denominations,
and in an aggregate principal amount equal to the principal amount of the
Depository Note of such series then Outstanding in exchange for such
Depository Note. In addition, the Company may at any time determine that
the Notes of any series shall no longer be represented by a Depository
Note and that the provisions of this Section 2.11 shall no longer apply
to the Notes of such series. In such event the Company will execute and
the Trustee, upon receipt of an Officers’ Certificate evidencing such
determination by the Company, will authenticate and deliver Notes of such
series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the
principal amount of the Depository Note of such series in exchange for
such Depository Note. Upon the exchange of the Depository Note for such
Notes in definitive



22









 





registered form without coupons, in authorized denominations, the
Depository Note shall be cancelled by the Trustee. Such Notes in
definitive registered form issued in exchange for the Depository Note
pursuant to this Section 2.11(c) shall be registered in such names and in
such authorized denominations as the Depository, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee.





23










 





ARTICLE III




Covenants




     Section 3.01. The Company will duly and punctually pay the principal
of (and premium, if any) and interest on the Notes in accordance with the
terms of the Notes and the Indenture.



     Section 3.02. The Company will maintain an office or agency at each
place at which the principal of (and premium, if any) or interest on any
of the Notes is payable, where Notes may be presented or surrendered for
payment, where Notes may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect
of the Notes and the Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and of any change
in the location, of each such office or agency. If at any time the
Company shall fail to maintain any such office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee
its agent to receive all such presentations, surrenders, notices and
demands.



     Section 3.03. If the Company shall at any time act as its own Paying
Agent, it will, on or before each due date of the principal of (and
premium, if any) or interest on, any of the Notes, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to
pay the principal (and premium, if any) or interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or
failure so to act.



If the Company shall have one or more Paying Agents, it will, on or
before each due date of the principal of (and premium, if any) or
interest on, any of the Notes, deposit with a Paying Agent a sum
sufficient 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 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 3.03, that such Paying Agent will:




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




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



24









 





The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of the 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 then held by
the Company, in trust for the payment of the principal of (and premium,
if any) or interest on any Note and remaining unclaimed for three years
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 Note shall thereafter, as an unsecured creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any
such repayment, may at the expense of the Company cause to be published
once, in an Authorized Newspaper in New York City, or mail to each such
Holder, or both, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the
date of such publication, or mailing any unclaimed balance of such money
then remaining will be repaid to the Company.



     Section 3.04. The Company will pay or discharge or cause to be paid
or discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon it or upon
its income, profits or property, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon
its property; provided, however, that the Company shall not be required
to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.



     Section 3.05. The Company will deliver to the Trustee, within 120
days after the end of each fiscal year, a written statement (which need
not comply with Section 1.02) signed by the Chairman or President, or a
Group Executive or Vice President and by the Treasurer, an Assistant
Treasurer, the Controller or an Assistant Controller, or the Secretary or
an Assistant Secretary of the Company, either of which shall be a
Principal Executive Officer, Principal Financial Officer or Principal
Accounting Officer, stating, as to each signer thereof, whether or not to
the best of his knowledge, the Company is in default in the performance
of any of its obligations under the Indenture, and, if there is a default
in the fulfillment of any such obligation, specifying each such default
known to him and the nature and status thereof.



     Section 3.06. Subject to Article X, 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 or cause to be preserved any right or franchise if the Company
shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and that the loss thereof is
not disadvantageous in any material respect to the Holders.



     Section 3.07. The Company shall file with the Trustee within 15 days
after it files them with the SEC 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 SEC may by rules and regulations prescribe)
which the Company is required to file with the SEC pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934. The Company also shall
comply with the other provisions of TIA §314(a).



25









 





     Section 3.08. (a) The Company will not issue, assume or guarantee
any indebtedness for borrowed money (referred to in this Section as
“indebtedness,” which term shall not include any guarantee, cash deposit
or other recourse obligation in connection with the sale, securitization
or discount by the Company of finance or accounts receivables, trade
acceptances or other paper arising in the ordinary course of its
business) secured by a mortgage, security interest, pledge or lien
(referred to in this Section as “mortgage” or “mortgages”) of or upon any
property of the Company whether such property is owned at the date of
this Indenture or thereafter acquired, without making effective provision
whereby the Notes (together with, if the Company shall so determine, any
other indebtedness issued, assumed or guaranteed by the Company and then
existing or thereafter created) shall be secured by such mortgage equally
and ratably with (or, at the option of the Company, prior to) such
indebtedness, so long as such indebtedness shall be so secured; provided
that the foregoing shall not apply to any of the following:




     (1) mortgages of or upon any property acquired, constructed or
improved by, or of or upon any shares of capital stock or
indebtedness acquired by, the Company after the date of the Indenture
(A) to secure the payment of all or any part of the purchase price of
such property, shares of capital stock or indebtedness upon the
acquisition thereof by the Company, or (B) to secure any indebtedness
issued, assumed or guaranteed by the Company prior to, at the time
of, or within 360 days after (i) in the case of property, the later
of the acquisition, completion of construction (including any
improvements on existing property) or commencement of commercial
operation of such property or (ii) in the case of shares of capital
stock or indebtedness, the acquisition of such shares of capital
stock or indebtedness, which indebtedness is issued, assumed or
guaranteed for the purpose of financing or refinancing all or any
part of the purchase price of such property, shares of capital stock
or indebtedness and, in the case of property, the cost of
construction thereof or improvements thereon, provided that in the
case of any such acquisition, construction or improvement of
property, the mortgage shall not apply to any property, shares of
capital stock or indebtedness theretofore owned by the Company other
than, in the case of any such construction or improvement, any
theretofore unimproved or substantially unimproved real property on
which the property so constructed or the improvement is located;




     (2) mortgages of or upon any property, shares of capital stock
or indebtedness, which mortgages exist at the time of acquisition of
such property, shares or indebtedness by the Company;




     (3) mortgages of or upon any property of a corporation, which
mortgages exist at the time such corporation is merged with or into
or consolidated with the Company or which mortgages exist at the time
of a sale or transfer of the properties of a corporation as an
entirety or substantially as an entirety to the Company;




     (4) mortgages to secure indebtedness of the Company to any
Subsidiary;




     (5) mortgages in favor of the United States of America or any
State thereof, or any department, agency or instrumentality or
political subdivision of the United States of America or any State
thereof, or in favor of any other country or political subdivision,
to secure partial, progress, advance or other payments pursuant to
any contract or statute or to secure any indebtedness incurred or
guaranteed for the purpose of financing or refinancing all or any
part of the purchase price of the property, shares of capital stock
or indebtedness subject to such mortgages, or the cost of
constructing or improving the property subject to such mortgages
(including, with-out limitation, mortgages incurred in connection
with pollution control, industrial revenue or similar financings);




     (6) mortgages on properties financed through tax-exempt
municipal obligations; provided that such mortgages are limited to
the property so financed;



26









 






     (7) mortgages existing on the date of execution of the
Indenture; and




     (8) any extension, renewal, refunding or replacement (or
successive extensions, renewals or replacements) in whole or in part
of any mortgage existing at the date of the Indenture or any mortgage
referred to in the foregoing Clauses (1) through (7), inclusive,
provided, however, that the principal amount of indebtedness secured
thereby shall not exceed the principal amount of indebtedness so
secured at the time of such extension, renewal, refunding or
replacement, and that such extension, renewal, refunding or
replacement shall be limited to all or a part of the property (plus
improvements and construction on such property), shares of capital
stock or indebtedness which was subject to the mortgage so extended,
renewed, refunded or replaced.



     (b) Notwithstanding the provisions of subsection (a) of this
Section, the Company may, without equally and ratably securing the Notes,
issue, assume or guarantee indebtedness secured by a mortgage not
excepted by Clauses (1) through (8) of such subsection (a), if the
aggregate amount of such indebtedness, together with all other
indebtedness of, or indebtedness guaranteed by, the Company existing at
such time and secured by mortgages not so excepted, does not at the time
exceed 10% of the Company’s Consolidated Net Worth. “Consolidated Net
Worth” shall be the difference between the Company’s consolidated assets
and consolidated liabilities as shown on the Company’s most recent
audited consolidated financial statement prepared in accordance with
generally accepted accounting principles.



     (c) An arrangement with any Person providing for the leasing by the
Company of any property, which property has been or is to be sold or
transferred by the Company to such Person with the intention that such
property be leased back to the Company, shall not be deemed to create any
indebtedness secured by a mortgage if the obligations in respect of such
lease would not be included as liabilities on a consolidated balance
sheet of the Company.



The Company may fail or omit in any particular instance to comply with
the covenant set forth in this Section 3.08 if the Company shall have
obtained and filed with the Trustee prior to the time for such compliance
the consent in writing of the Holders of at least a majority in aggregate
principal amount of all of the Notes at the time Outstanding either
waiving such compliance in such instance or generally waiving compliance
with such covenant, but no such waiver shall extend to or affect any
obligation not expressly waived or impair any right consequent thereon.



27









 









ARTICLE IV




Repayment at Option of Holders




     Section 4.01. If the Board Resolution or supplemental indenture, as
the case may be, with respect to the Notes of any particular series so
provides, such Notes shall be subject to repayment at the option of the
Holder prior to their Stated Maturity, on such terms as set forth in the
Board Resolution or supplemental indenture pertaining to such Notes, upon
the receipt by the Company of the notice entitled, “Option to Elect
Repayment” as specified in Section 4.02.



     Section 4.02. To be repaid at the option of the Holder, Notes must
be received, with the notice entitled “Option to Elect Repayment” on the
reverse of the Notes duly completed, which notice may be generally in the
form set forth in Schedule A hereto (with any such insertions, omissions
and variations as determined by the Board of Directors), by the Trustee
at its Corporate Trust Office (or at such other place of which the
Company shall from time to time notify the Holders of the Notes) within
the periods specified by the terms of the Notes. Effective exercise of
the repayment option by the Holder shall be irrevocable. Upon such
completion and receipt of such form, Notes for which the option has been
exercised become due and payable on the repayment date at the repayment
price plus accrued interest (if any), except that interest, the Stated
Maturity of which is on or prior to such repayment date, shall be payable
to the Holders of such Notes of record on the relevant Record Dates
according to their terms and the provisions of Section 2.07. From and
after such repayment date (unless the Company shall default in the
payment of the repayment price) such Notes shall cease to bear interest.



28









 





ARTICLE V




Redemption of Notes; Sinking Funds




     Section 5.01. Notes of any series, which are redeemable before their
Stated Maturity at the option of the Company or otherwise shall be
redeemable in accordance with their terms and in accordance with the
following provisions of this Article V.



     Section 5.02. The election of the Company to redeem Notes of any
series shall be evidenced by a Board Resolution or, if an Officer of the
Company has been duly authorized with respect to the redemption of Notes,
a certificate from such Officer to the Trustee authorizing such actions
as are necessary or appropriate to effect the redemption and a Board
Resolution evidencing such Officer’s authority. In case of any redemption
at the option of the Company of less than all of the Notes of any series
the Company shall, at least 45 days prior to the Redemption Date fixed by
the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee by Company Order of such Redemption Date and
of the principal amount of Notes to be redeemed.



     Section 5.03. If less than all the Notes of any series are to be
redeemed, and unless otherwise provided with respect to the Notes of any
particular series, the particular Notes to be redeemed shall be selected
by the Trustee from the Outstanding Notes of such series not previously
called for redemption, by lot or by such other method as the Trustee
shall deem fair and appropriate and which may provide for the selection
for redemption of portions of the principal of Notes, provided, however,
that except with respect to Notes being redeemed pursuant to the
operation of a sinking fund, no such partial redemption shall reduce the
portion of the principal amount of a Note of such series not redeemed to
less than the minimum denomination for a Note of that series. The
portions of the principal of Notes so selected for partial redemption
shall be equal to the smallest authorized denomination of the Notes of
such series or an integral multiple thereof.



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



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



     Section 5.04. Notice of redemption shall be given not less than 30
or more than 60 days prior to the Redemption Date, to each Holder of
Notes to be redeemed, at his address appearing in the Note Register.




     All notices of redemption shall state:




     (1) the series designation of the Notes to be
redeemed,




     (2) the Redemption Date,




     (3) the Redemption Price,




     (4) if less than all Outstanding Notes of such series are to
be redeemed, the identification (and, in the case of partial
redemption, the respective principal amounts) of the Notes of such
Holder to be redeemed,




     (5) that on the Redemption Date the Redemption Price will
become due and payable upon each such Note, and that, if
applicable, interest thereon shall cease to accrue from and after
said date,



29









 






     (6) the place where such Notes are to be surrendered for
payment of the Redemption Price, which shall be the office or
agency of the Company at any place at which the principal of such
Notes is payable, and




     (7) if Notes are to be redeemed pursuant to any sinking or
purchase fund established for any series of Notes, that the
redemption is being made for the purposes of such sinking or purchase
fund.



Notice of redemption of Notes to be redeemed at the option of the Company
shall be given by the Company or, at the Company’s request, by the
Trustee in the name and at the expense of the Company.



     Section 5.05. On or prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided
in Section 3.03) an amount of money sufficient to pay the Redemption
Price plus accrued interest of all the Notes which are to be redeemed on
that date.



     Section 5.06. Notice of redemption having been given as aforesaid,
the Notes so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified and from and after such
date (unless the Company shall default in the payment of the Redemption
Price) such Notes shall cease to bear interest. Upon surrender of such
Notes for redemption in accordance with such notice, such Notes shall be
paid by the Company at the Redemption Price. Interest, the Stated
Maturity of which is on or prior to the Redemption Date, shall be payable
to the Holders of such Notes of record on the relevant Record Dates
according to their terms and the provisions of Section 2.07.



If any Note 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 borne by the
Note.



     Section 5.07. Any Note which is to be redeemed only in part shall be
surrendered to the Trustee or Paying Agent (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in
writing) and the Company shall execute and the Trustee shall authenticate
and deliver to such Holder, without service charge, a new Note or Notes
of the same series, of any authorized denominations as requested by such
Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Note so surrendered.



     Section 5.08. The provisions of this Article V shall be applicable
to any sinking fund for the retirement of Notes of any series except as
otherwise specified as contemplated in such Notes.



The minimum amount of any sinking fund payment provided for by the terms
of Notes of any series is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for
by the terms of Notes of any series is herein referred to as an “optional
sinking fund payment”. If provided for by the terms of Notes of any
series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 5.09. Each sinking fund payment shall be
applied to the redemption of Notes of any series as provided for by the
terms of Notes of such series.



     Section 5.09. The Company (1) may deliver to the Trustee for
cancellation Outstanding Notes of a series (other than any previously
called for redemption) and (2) may apply as a credit Notes of a series
containing identical terms and provisions which have been redeemed either
at the election of the Company pursuant to the terms of such Notes or
through the application of permitted optional sinking fund payment
pursuant to



30









 







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



     Section 5.10. Not less than 45 days prior to each sinking fund
payment date for Notes of any series, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next
ensuing mandatory sinking fund payment and optional sinking fund payment,
if any, for that series of Notes pursuant to the terms thereof, 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 Notes of that series pursuant to Section 5.09 and will also
deliver to the Trustee any Notes to be so delivered if not theretofore
delivered. Not less than 30 days before each such sinking fund payment
date the Company shall cause to be selected the Notes to be redeemed upon
such sinking fund payment in the manner specified in Section 5.03 and
shall 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 5.04.
The Company shall deposit the amount of cash, if any, required for such
sinking fund payment with the Trustee in the manner provided in Section
5.05. Such notice having been duly given, the redemption of such Notes
shall be made upon the terms and in the manner stated in Sections 5.06
and 5.07.



31









 





ARTICLE VI




Satisfaction and Discharge




     Section 6.01. This Indenture shall cease to be of further effect
(except as to any surviving rights of registration of transfer or
exchange of Notes if herein or in any supplemental indenture expressly
provided for), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of the Indenture, when




     (1) either




     (A) all Notes theretofore authenticated and delivered (other
than (i) Notes which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 2.06, and (ii)
Notes for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as
provided in Section 3.03) have been delivered to the Trustee for
cancellation; or




     (B) all such Notes 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 within one year
under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the
expense, of the Company,




and the Company, in the case of (B) (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust
funds in trust for the purpose an amount sufficient to pay and
discharge the entire indebtedness on such Notes not theretofore
delivered to the Trustee for cancellation, for principal (and
premium, if any) and interest to the date of such deposit (in the
case of Notes which have become due and payable), or to their
Stated Maturity or Redemption Date, as the case may be;




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




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



Notwithstanding the satisfaction and discharge of the Indenture, the
obligations of the Company to the Trustee under Section 8.07, the
obligations of the Trustee to any authenticating agent under Section 2.10
and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (i) of this Section, the obligations of the
Trustee under Section 6.02 and the last paragraph of Section 3.03 shall
survive.



     Section 6.02. Subject to the provisions of the last paragraph of Section
3.03, all money deposited with the Trustee pursuant to Section 6.01 shall
be held in trust and applied by it, in accordance with the provisions of
the Notes and the Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be
segregated from other funds except to the extent required by law.



     Section 6.03. Unless this Section 6.03 shall be deemed inapplicable
to a series of Notes pursuant to the Board Resolution or supplemental
indenture creating such series, the Company shall be deemed to have paid
and discharged the entire indebtedness on all the



32









 







Outstanding Notes of any such series and the Trustee, at the demand
of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of such indebtedness, when




     (1) either




     (A) with respect to all Outstanding Notes of
such series,




     (i) the Company has deposited or caused to be deposited
with the Trustee as trust funds in trust for the purpose of
discharging such indebtedness an amount sufficient to pay and
discharge the entire indebtedness on all Outstanding Notes of
such series for principal (and premium, if any) and interest
to the Stated Maturity or any Redemption Date as contemplated
by the penultimate paragraph of this Section 6.03, as the
case may be; or




     (ii) the Company has deposited or caused to be deposited
with the Trustee as obligations in trust for the purpose of
discharging such indebtedness such amount of direct
obligations of, or obligations the principal of and interest
on which are fully guaranteed by, the United States of
America and which are not callable at the option of the
issuer thereof as will, together with the income to accrue
thereon without consideration of any reinvestment thereof, be
sufficient to pay and discharge the entire indebtedness on
all Outstanding Notes of such series for principal (and
perm-um, if any) and interest to the Stated Maturity or any
Redemption Date as contemplated by the penultimate paragraph
of this Section 6.03, as the case may be; or




     (B) the Company has properly fulfilled such other means of
satisfaction and discharge as is specified in the Board Resolution
or supplemental indenture applicable to the Notes of such series;
and




     (2) the Company has paid or caused to be paid all other sums
payable with respect to the Outstanding Notes of such series; and




     (3) the Company has delivered to the Trustee a certificate of a
firm of independent public accountants certifying as to the
sufficiency of the amounts deposited pursuant to subsections (A)(i)
or (ii) of this Section for payment of the principal (and premium, if
any) and interest on the dates such payments are due, an Officers’
Certificate and an Opinion of Counsel, each such Certificate and
Opinion stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of the entire indebtedness
on all Outstanding Notes of any such series have been complied with.



Any deposits with the Trustee referred to in Section 6.03(1)(A) above
shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any
Outstanding Notes of such series are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory sinking fund requirement, the Company shall
make such arrangements as are satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense,
of the Company.



Upon the satisfaction of the conditions set forth in this Section 6.03
with respect to all the Outstanding Notes of any series, the terms and
conditions of such series, including the terms and conditions with
respect thereto set forth in the Indenture, shall no longer be binding
upon, or applicable to, the Company, other than the provisions of
Sections 2.05, 2.06 and 3.02 and other than the right of Holders of Notes
of such series to receive, from the trust fund described in this Section,
payment of the principal of and the interest on such Notes when such
payments are due and other than the rights, powers, duties and immunities
of the Trustee hereunder (including the obligations of the Company to the
Trustee under Section 8.07).



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ARTICLE VII




Remedies




     Section 7.01. “Event of Default”, wherever used herein with respect
to Notes of any series, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law pursuant to any judgement,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):




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




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




     (3) default in the deposit under Section 5.10 of any installment
of any sinking fund or similar payment with respect to Notes of that
series when and as payable by the terms of the Board Resolution or
supplemental indenture establishing such series, and continuance of
such default for a period of 30 days; or




     (4) default in the performance, or breach, of any covenant or
warranty of the Company in the Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere
in this Section 7.01 specifically dealt with or which has expressly
been included in the Indenture solely for the benefit of Notes of a
series other than that series), and continuance of such default or
breach for the period of time and after the notice specified below;




	(5)	 	the entry of a decree or order by a court having
jurisdiction in the premises 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 the Federal Bankruptcy
Code or any other applicable Federal or State law, or
appointing a 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 unstayed and in effect for a period of 60
consecutive days; or
	 
	(6)	 	the institution by the Company of proceedings to
be adjudicated a bankrupt or insolvent, or the consent by it
to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or
consent seeking reorganization or relief under the Federal
Bankruptcy Code or any other applicable Federal or State law,
or the consent by it to the filing of any such petition or to
the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or of
any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission
by it in writing of its inability to pay its debts generally
as they become due, or the taking of corporate action by the
Company in furtherance of any such action; or
	 
	(7)	 	default by the Company beyond any period of grace
provided for with respect thereto in any payment of principal
or interest on any obligation for borrowed money, other than
any of the Notes, under an indenture in which the Trustee is
acting as the trustee for security holders, or in the
performance of any other term, condition or covenant contained
in any such indenture, which results in the principal amount
of such indebtedness becoming or being declared due and
payable prior to the date on which it would otherwise be due
and payable, without such acceleration being rescinded or
annulled within the period and after the notice specified
below, and such principal amount exceeds $150,000,000.





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A default with respect to any series of Notes under clause (4) or clause
(7) is not an Event of Default until the Trustee notifies the Company, or
the Holders of at least 25% in principal amount of the outstanding Notes
of that series notify the Company and the Trustee, of the default and the
Company does not cure the default within 60 days in the case of clause
(4) and 30 days in the case of clause (7) after receipt of the notice.
The notice must specify the default, demand that it be remedied and state
that the notice is a “Notice of Default”.



     Section 7.02. If an Event of Default occurs with respect to Notes of
any series at the time Outstanding and is continuing, then and in every
such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Notes of that series may declare the principal
of all the Notes of that series (or, if the Notes of that series are
Original Issue Discount Notes, such portion of the principal amount
thereof as may be specified in the terms of such Notes) to be due and
payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such
principal shall become immediately due and payable.



At any time after such a declaration of acceleration 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 VII provided, the
Holders of a majority in principal amount of the Notes then Outstanding
of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if




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




     (A) all overdue installments of interest, if any, on all
Notes of that series,




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




     (C) to the extent that payment of such interest is lawful,
interest upon overdue installments of interest, if any, at the
rate or the respective rates borne by the Notes of that series or
at a rate otherwise specified therein, and




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




     (2) all Events of Default, other than the non-payment of the
principal of Notes of that series which have become due solely by
such acceleration, have been cured or waived as provided in Section
7.13.



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



Section 7.03. The Company covenants that if




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




     (2) default is made in the payment of the principal of (or
premium, if any, on) any Notes at the Maturity thereof, the Company
will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Notes, the whole amount then due and payable on such
Notes for principal (and premium, if any) and interest, with interest
upon the overdue principal (and premium, if any) and, to the extent
that payment of such interest shall be legally enforceable, upon
overdue installments of interest, at the rate or respective rates
borne by such Notes or at the rate or respective rates specified
therein; and, in addition thereto, such further amount as shall be
sufficient to cover



35









 






the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel.



If the Company fails to pay such amount 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, and may prosecute such proceeding to judgment or final decree,
and may enforce the same against the Company or any other obligor upon
the Notes 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 the Notes, wherever situated.



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



     Section 7.04. 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 Notes or the property of the
Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Notes shall then be due and
payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the
Company for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise,




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




     (ii) to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same; and any
receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and
in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount
due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 8.07.



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 Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.



     Section 7.05. All rights of action and claims under this Indenture
or the Notes may be prosecuted and enforced by the Trustee without the
possession of any of the Notes or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the
Holders of the Notes in respect of which such judgment has been
recovered.



     Section 7.06. Any money collected by the Trustee pursuant to this
Article VII shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the



36









 







distribution of such money on account of principal (or premium, if
any) or interest, upon presentation of the Notes, 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 8.07;




     Second: To the payment of the amounts then due and unpaid upon
the Notes for principal (and premium, if any) and interest, 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 Notes for principal (and premium, if
any) and interest, respectively; and




     Third: To the payment of the remainder, if any, to the Company or
any other Person lawfully entitled thereto.



     Section 7.07. No Holder of any Note of any series shall have any
right to institute any proceeding, judicial or otherwise, with respect to
the 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 Notes of
that series;




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




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




     (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity 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 principal amount of the Outstanding Notes of such series;
it being understood and intended that no one or more Holders shall
have any right in any manner whatever by virtue of, or by availing of,
any provision of the Indenture to affect, disturb or prejudice the
rights of any other Holders, or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right
under the Indenture, except in the manner herein provided and for the
equal and ratable benefit of all the Holders.



     Section 7.08. Notwithstanding any other provision in the Indenture,
the Holder of any Note shall have the right which is absolute and
unconditional to receive payment of the principal of (and premium, if any)
and (subject to Section 2.07) interest on such Note on the respective
Stated Maturities expressed in such Note (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder.



     Section 7.09. If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under the Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every
such case the Company, the Trustee and the Holders shall, subject to any
determination in such proceeding be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of
the Trustee and the Holders shall continue as though no such proceeding had
been instituted.



     Section 7.10. 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



37









 







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 7.11. No delay or omission of the Trustee or of any Holder 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 acquiescence therein. Every right and remedy given by this
Article VII 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 7.12. The Holders of a majority in principal amount of the
Outstanding Notes of a 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 such series, provided that




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




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



     Section 7.13. The Holders of a majority in principal amount of the
Outstanding Notes of any series affected by an Event of Default may on
behalf of the Holders of such series of Notes waive any past default
hereunder and its consequences, except a default




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




     (2) in respect of a covenant or provision hereof which under
Section 11.02 cannot be modified or amended without the consent of the
Holder of each Outstanding Note 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 the Indenture; but no such waiver shall extend to any subsequent
or other default or impair any right consequent thereon.



     Section 7.14. All parties to the Indenture agree, and each Holder of
any Note 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
7.14 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of any series of the Outstanding Notes,
or to any suit instituted by any Holder for the enforcement of the payment
of the principal of (or premium, if any) or interest on any Note on or
after the respective Stated Maturities expressed in such Note for such
interest (or, in the case of redemption, on or after the Redemption Date).



38









 





     Section 7.15. 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 the 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.



39









 





ARTICLE VIII




The Trustee




     Section 8.01. (a) Except during the continuance of an Event of
Default:




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




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




     (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by the
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 the Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that




     (1) this Subsection (c) shall not be construed to limit the effect
of Subsection (a) of this Section 8.01;




     (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 principal amount of the
Outstanding Notes of a series relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under the
Indenture with respect to such series; and




     (4) no provision of the 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.



     Section 8.02. Within 90 days after the occurrence of any default
hereunder, the Trustee shall transmit by mail to all Holders, as their
names and addresses appear in the Note Register, notice of such default
hereunder known to the Trustee, unless such default shall have been cured
or waived; provide, however, that, except in the case of a default in the
payment of the principal of (or premium, if any) or interest on any Note or
in the payment of any sinking or purchase fund installment, the Trustee
shall be protected in withholding such notice if and so long as the board
of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders; and
provided, further, that in the case of any default of the character
specified in Section 7.01(4) no such notice to Holders shall be given until
at least 60 days after the occurrence thereof. For the purpose of this
Section 8.02 the term “default” means any event which is, or after notice
or lapse of time or both would become, an Event of Default.



40









 





     Section 8.03. Except as otherwise provided in Section 8.01:




     (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 or other paper or document 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
and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;




     (c) whenever in the administration of the 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 Officers’ Certificate;




     (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 the Indenture at the request or
direction of any of the Holders pursuant to the Indenture, unless such
Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which 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 or other paper or document, but the Trustee, in
its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company,
personally or by agent or attorney;




     (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; and




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



     Section 8.04. The recitals contained herein and in the Notes, except
the certificate of authentication, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of
the Indenture or of the Notes. The Trustee shall not be accountable for the
use or application by the Company of Notes or the proceeds thereof.



     Section 8.05. The Trustee, any Paying Agent, Note Registrar or any
other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Notes and, subject to Sections 8.08 and 8.09
may otherwise deal with the Company with the same rights it would have if
it were not Trustee, Paying Agent, Note Registrar or such other agent.



41









 





     Section 8.06. Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The
Trustee shall be under no liability for interest on any money received by
it hereunder except as otherwise agreed with the Company.



     Section 8.07. 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 the 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 or bad faith; and




     (3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with the
acceptance or administration of this trust, 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 8.07 the Trustee shall have a lien prior to the Notes upon all
property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of (and premium, if any) or
interest on particular Notes.



     Section 8.08. (a) The Indenture shall always have a Trustee with
respect to the Notes of each series which satisfies the requirements of TIA
§ 310(a)(1). The Trustee shall always have a combined capital and surplus
of at least $5,000,000 as set forth in its most recent annual report of
condition.



     (b) The Trustee is subject to TIA § 310(b), including the optional
provision permitted by the second sentence of TIA § 310(b)(9); it being
understood that for the purposes of the Indenture, with respect to Notes of
any series, the provisions of TIA § 310(b) with respect to conflicting
interests relating to “other securities” shall be interpreted to include
Notes of each other series and with respect to “other indentures” shall
include the provisions of the Indenture relating to the Notes of such other
series. In determining whether the Trustee has a conflicting interest as
defined in TIA § 310(b)(1), the indentures set forth in the Indenture, if
any, are excluded.



     Section 8.09. The Trustee is subject to 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.



     Section 8.10. (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
under Section 8.11.



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



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



42









 





     (d) If at any time:




     (1) the Trustee shall fail to comply with Section 8.08(b) after
written request therefor by the Company or by any Holder who has been
a bona fide Holder for at least six months, or




     (2) the Trustee shall cease to be eligible under Section 8.08(a)
and shall fail to resign after written request therefor by the Company
or by any such Holder, or




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



then, in any such case, (i) the Company by a Board Resolution may remove
the Trustee, or (ii) subject to Section 7.14, any Holder who has been a
bona fide Holder 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 and the appointment of a successor Trustee.



     (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause,
the Company, by a Board Resolution, shall promptly appoint a successor
Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Notes delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor
Trustee appointed by the Company. If no successor Trustee shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner hereinafter provided, any Holder who has been a bona fide Holder for
at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment
of a successor Trustee.



     (f) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to the Holders
as their names and addresses appear in the Note Register. Each notice shall
include the name of the successor Trustee and the address of its principal
corporate trust office.



     Section 8.11. Every successor Trustee appointed hereunder 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 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, if any,
provided for in Section 8.07. 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.



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 VIII.



43









 








     Section 8.12. 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
of 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 VIII, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto. In case any Notes 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 Notes so authenticated with the same effect as if such
successor Trustee had itself authenticated such Notes.



44









 





ARTICLE IX




Holders’ Lists and Reports by Trustee and Company




     Section 9.01. The Company covenants and agrees that it will furnish or
cause to be furnished to the Trustee, between May 1 and May 15 and between
November 1 and November 15 in each 12 months’ period beginning with June 1,
1992, and at such other times as the Trustee may request in writing, within
30 days after receipt by the Company of any such request, a list in such
form as the Trustee may reasonably require of the names and addresses of
the Holders as of a date not more than 15 days prior to the time such
information is furnished. So long as the Trustee is the Note Registrar no
such list need be furnished.



     Section 9.02. (a) The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders contained in
the most recent list furnished to the Trustee as provided in Section 9.01
and the names and addresses of Holders received by the Trustee in its
capacity as Note Registrar. The Trustee may destroy any list furnished to
it as provided in Section 9.01 upon receipt of a new list so furnished.



     (b) Holders of Notes may communicate pursuant to TIA § 3l2(b) with
other Holders with respect to their rights under the Indenture or the
Notes. The Company, the Trustee, the Note Registrar, and anyone else shall
have the protection of TIA § 312(c).



     Section 9.03. (a) The term “reporting date”, as used in this Section
9.03, means either May 15 or November 15 as selected by the Trustee. Within
60 days after the reporting date in each year, the Trustee shall transmit
by mail to all Holders, as their names and addresses appear in the Note
Register, a brief report dated as of such reporting date in accordance with
and to the extent required by TIA § 313(a). The Trustee shall also comply
with TIA § 313(b).



     (b) Reports pursuant to this Section 9.03 shall be transmitted by mail:




     (1) all Holders of Notes, as the names and addresses of such
Holders appear in the Note Register;




     (2) to such Holders of Notes as have, within the 2 years preceding
such transmission, filed their names and addresses with the Trustee for
that purpose; and except in the case of reports pursuant to TIA §
313(b), to all Holders of Notes whose names and addresses have been
furnished to or received by the Trustee pursuant to Section 9.01.



     (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 the
Notes are listed, and also with the Commission. The Company will notify the
Trustee when the Notes are listed on any stock exchange.



45









 





ARTICLE X




Consolidation, Merger, Conveyance, Transfer or Lease




     Section 10.01. The Company shall not consolidate with or merge into
any other corporation or convey, transfer, sell or lease its properties and
assets as, or substantially as, an entirety to any Person, unless:




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




     (2) immediately after giving effect to such transaction, no Event
of Default, and no event which, after notice or lapse of time, or both,
would become an Event of Default shall have happened and be continuing;
and (3) the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel each stating that such
consolidation, merger, conveyance or transfer and such supplemental
indenture comply with this Section 10.01 and that all conditions
precedent herein provided for relating to such transaction have been
complied with.



     Section 10.02. Upon any consolidation or merger, or any conveyance,
transfer, sale or lease of the properties and assets of the Company as, or
substantially as, an entirety in accordance with Section 10.01, the
successor corporation formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer, sale or lease is
made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under the Indenture with the same effect as if
such successor corporation had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor corporation
shall be relieved of all obligations and covenants under this Indenture and
the Notes.



46









 





ARTICLE XI




Supplemental Indentures




     Section 11.01. Without the consent of any Holder, 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 create a new series of Notes;




     (2) to evidence the succession of another corporation to the
Company, and the assumption by any such successor of the covenants of
the Company herein and in the Notes contained;




     (3) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Notes (and if such covenants are
to be for the benefit of less than all series of Notes, 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;




     (4) to mortgage, pledge, convey, assign and transfer to the
Trustee any property or assets as security for the Notes and to
specify the terms and conditions upon which such property or assets
are to be held and dealt with by the Trustee and to set forth such
other provisions in respect thereof as may be required by the
Indenture or as may, consistent with the provisions of the Indenture,
be deemed appropriate by the Company and the Trustee, or to correct
or amplify the description of any such property or assets at any time
so mortgaged, pledged, conveyed and transferred to the Trustee;




     (5) to add any additional Events of Default with respect to all or
any series of Notes;




     (6) to cure any ambiguity, defect, or inconsistency or to correct or
supplement any provision contained herein or in any supplemental
indenture or in any Notes issued hereunder;




     (7) to provide for uncertificated Notes in addition to certificated
Notes;




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




     (9) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Notes of one or more
series and to add to or change any of the provisions of the 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 8.11; or




     (10) to make any change that does not adversely affect the rights of
any Holder of Notes which are outstanding.



     Section 11.02. Subject to the provisions of Section 7.12 and Section
7.13, with the consent of the Holders of not less than a majority in
principal amount of the Outstanding Notes of each series which are
affected, evidenced by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the
Notes of such series thereof under the Indenture; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Note affected thereby, (1) change the Stated Maturity of
the principal of, or



47









 







any installment of interest on, any Note, or reduce the principal
amount thereof or the interest thereon or any premium payable upon the
redemption thereof, or reduce the principal amount of an Original Issue
Discount Note that would be due and payable upon a declaration of
acceleration of the Maturity thereof, or change the coin or currency in
which any Note 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




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




     (3) modify any of the provisions of this Section 11.02 or Section
7.13, except to increase any such percentage or to provide that certain
other provisions of the Indenture cannot be modified or waived without
the consent of the Holder of each Note 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 3.08, or the deletion of
this proviso, in accordance with the requirements of Sections 8.11 and
11.01(9).



It shall not be necessary for any Act of Holders under this Section 11.02
to approve the particular form of any proposed supplemental in-denture, but
it shall be sufficient if such Act shall approve the substance thereof.



     Section 11.03. In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article XI or the
modification thereby of the trusts created by the Indenture, the Trustee
shall be entitled to receive, and (subject to Section 8.01) shall be fully
protected in relying upon, an Opinion of Counsel, stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture and that such supplemental indenture is a valid and binding
obligation of the Company in accordance with its terms. The Trustee may,
but shall not be obligated to, enter into any such supplemental indenture
which affect the Trustee’s own rights, duties or immunities under the
Indenture or otherwise.



     Section 11.04. Upon the execution of any supplemental indenture under
this Article XI, the 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 Notes theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.



     Section 11.05. Every supplemental indenture executed pursuant to this
Article XI shall conform to the requirements of TIA as then in effect.



     Section 11.06. Notes authenticated and delivered after the execution
of any applicable supplemental indenture pursuant to this Article XI may,
and shall if required by the Trustee, bear a notation in form approved by
the Trustee as to any matter provided for in such supplemental indenture.
If the Company shall so determine, new Notes so modified as to conform, in
the opinion of the Trustee and the Board of Directors, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Notes.



48









 





Schedule A




General Form of Note

[Form of Face of Note]





	 	 	[If the Note is an Original Issue Discount Note, insert-For purposes of
Sections 1271-1273 of the United States Internal Revenue Code of 1986, as
amended, the issue price of this Note is      % of its principal amount
and the issue date is,                200  .]






	 	 	No.





HSBC FINANCE CORPORATION




.... Note





	 	 	HSBC Finance Corporation, a Delaware corporation (hereinafter called the
“Company”, which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to
pay to, or registered assigns, the principal sum of           on. [If the
Note is to bear interest prior to Maturity, insert—, and to pay interest
thereon at the rate per annum [of          %] [set forth on the reverse of
this Note]. The Company will pay interest from, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
[Insert frequency of interest periods.] (beginning) on,           until the
principal hereof is paid or duly provided for. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Holder of this Note (or one or
more Predecessor Notes) of record at the close of business on the Regular
Record Date for such interest, which shall be
	 
	 	 	[If applicable, insert—except that interest payable at Maturity shall be
paid to the same Person to whom the principal of this Note is payable.]
Interest will be computed on the basis of [Insert method of computing
interest]. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record
Date, and may be paid to the Holder of this Note (or one or more
Predecessor Notes) of record at the close of business on a Special Record
Date fixed by the Trustee for the payment of such defaulted interest,
notice whereof shall be given to Holders not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.] [If the
Security is not to bear interest prior to Maturity, insert—
        The principal of this Note shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at
Stated Maturity and in such case the overdue principal of this Note shall
bear interest at the rate of      % per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue
from the date of such default in payment to the date payment of such
principal has been made or duly provided for. Interest on any overdue
principal shall be payable on demand. Any such interest on any overdue
principal that is not so paid on demand shall bear interest at the rate of
          % per annum (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or duly provided
for, and such interest shall also be payable on demand.]
	 
	 	 	Payment of the principal of (and premium, if any) on this Note and, unless
otherwise paid as hereinafter provided, the interest (if any) thereon will
be made at the office or agency of




A-1









 






	 	 	the Company in the, in such coin or currency of the [United States of
America as at the time of payment is legal tender for payment of public and
private debts,] provided, however, that payment of interest may be made at
the option of the Company by check or draft mailed to the Person entitled
thereto at his address appearing in the Note Register. Additional
provisions of this Note are set forth on the reverse hereof.
	 
	 	 	Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee by manual signature, this Note shall not be entitled
to any benefit under the Indenture, or be valid or obligatory for any
purpose.
	 
	 	 	In Witness Whereof, the Company has caused this instrument to be duly
executed under its facsimile corporate seal.





	 	 	 
	Dated:

	 	HSBC Finance Corporation
	 
	 	 
	Attest:

	 	By:                                      
	                                      
	 	 







[Form of Reverse of Note]




HSBC Finance Corporation




....Note





	 	 	This Note is one of a duly authorized issue of Notes of the Company (herein
called the “Notes”), issuable in series, unlimited in aggregate principal
amount except as may be otherwise provided in respect of the Notes of a
particular series, issued and to be issued under and pursuant to an
Indenture dated as of, 200   (herein called the “Indenture”), duly executed
and delivered by the Company to [insert name of Trustee], as Trustee, and
is one of a series designated as Notes due (herein called the
          “Notes”), [Insert, as applicable-unlimited in aggregate principal
amount, - or- limited in aggregate principal amount to $           .]
Reference is hereby made to the Indenture and all indentures supplemental
thereto for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company
and the Holders.




A-2









 











[At the Company’s Option, Additional Provisions Applicable to




Interest Rate May be inserted here]





	 	 	[If applicable, insert—The Notes of this series are subject to redemption
upon not less than 30 days’ notice by mail, [if applicable, insert—(1)
on          in any year commencing with the year           and ending with the year
          through operation of the sinking fund for this series at a Redemption
Price equal to 100% of the principal amount and (2)] at any time [on or
after                ,200_], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percent-ages of
the principal amount): If redeemed [on or before                    ,     %, and
if redeemed] during the 12-month period beginning               of
the               -years indicated,





	 	 	 
	 	 	Redemption	 	 	 	 	 	Redemption
	Year
	 	Price
	 	 	Year
	 	 	Price








	 	 	and thereafter at a Redemption Price equal to     % of the principal
amount, together in the case of any such redemption [if applicable,
insert—[whether through operation of the sinking fund or otherwise)] with
accrued interest to the Redemption Date, but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to
the Holders of such Notes, or one or more Predecessor Notes, of record at
the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.]






	 	 	[If applicable, insert—The Notes of this series are subject to redemption
upon not less than 30 days’ notice by mail, (1) on in any year commencing
with the year and ending with the year through operation of the sinking
fund for this series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [on or after], as
a whole or in part, at the election of the Company, at the Redemption
Prices for redemption otherwise than through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table
below: If redeemed during a 12- month period beginning of the years
indicated,




A-3









 











	 	 	 
	 	 	Redemption Price	 	 	Redemption Price for
	 	 	for Redemption	 	 	Redemption
	 	 	Through	 	 	Otherwise Than
	 	 	Operation of the	 	 	Through Operation of
	Year
	 	Sinking Fund
	 	 	the Sinking Fund








	 	 	and thereafter at a Redemption Price equal to     -% of the principal
amount, together in the case of any such redemption (whether through
operation of the sinking fund or otherwise) with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Notes,
or one or more Predecessor Notes, of record at the close of business on the
relevant Regular Record Dates referred to on the face hereof, all as
provided in the Indenture].





[The
sinking fund for this series provides for the redemption on in each year
beginning with the year and ending with the year of [not less than]
$          [(“mandatory sinking fund”) and not more than $          ] aggregate
principal amount of Notes of this series. [Notes of this series acquired or
redeemed by the Company otherwise than through [mandatory] sinking fund
payments may be credited against subsequent [mandatory] sinking fund payments
otherwise required to be made in the inverse order in which they become due.]



[In the event of redemption of this Note in part only, a new Note or Notes
of this series for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]




	 	 	[If applicable, insert—The Notes of this series will be repayable
on                    ,                    , at the option of the holders of the Notes
of this series, at 100% of their principal amount together with interest
(if any) payable to the date of repayment, except that interest, the Stated
Maturity of which is on or prior to such repayment date, shall be payable
to the            Holders of Notes of this series, or one or more predecessor
Notes, of record on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture. In order for a Note of this
series to be repaid, the Trustee must receive at its office or agency in
(or at such other address of which the Company may from time to time notify
Holders), during the period from and including,           to and including
               (or, if such ,is not a Business Day, the next succeeding
Business Day) (i) this Note with the form entitled “Option to Elect
Repayment” on the reverse of this Note duly completed, or (ii) a telegram,
telex, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc.
or a commercial bank or a trust company in the United States of America
setting forth the name of the Holder of this Note, the principal amount of
this Note, the amount of this Note to be repaid, a statement that the
option to elect repayment is being exercised thereby and a guarantee that
this Note to be repaid with the form entitled “Option to Elect Repayment”
on the reverse of this Note duly completed will be received by the Company
not later than five Business Days after the date of such telegram, telex,
facsimile transmission or letter and such Note and form duly completed are
received by the Company by such fifth Business Day. Any such notice
received by the Company during the period from and including, to and
including, shall be irrevocable. The repayment option may be




A-4









 






	 	 	exercised by the Holder of this Note for less than the entire
principal amount of this Note provided the principal amount which is to be
repaid is equal to $          or an integral multiple of $          . All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Note of this series for repayment will be determined by
the Company, whose determination will be final and binding.]
	 
	 	 	[If the Note is not an Original Issue Discount Note, -If any Event of
Default with respect to Notes of this series shall occur and be continuing,
the principal of the Notes of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.]
	 
	 	 	[If the Note is an Original Issue Discount Note, —If an Event of Default
with respect to Notes of this series shall occur and be continuing, an
amount of principal of the Notes of this series may be declared due and
payable in the manner and with the effect provided in the Indenture. Such
amount shall be equal to—Insert formula for determining the amount. Upon
payment (i) of the amount of principal so declared due and payable and (ii)
of interest on any overdue principal and overdue interest (in each case to
the extent that the payment of such interest shall be legally enforceable),
all of the Company’s obligations in respect of the payment of the principal
of and interest, if any, on the Notes of this series shall terminate.]
	 
	 	 	The Indenture contains provisions for defeasance at any time of the entire
indebtedness of the Company on this Note upon compliance by the Company
with certain conditions set forth therein, which provisions apply to this
Note.
	 
	 	 	The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders under the Indenture at any time by
the Company with the consent of the Holders of at least a majority in
aggregate principal amount of the Notes at the time Out-standing of each
series which is affected by such amendment or modification, except that
certain amendments specified in the Indenture may be made without approval
of Holders of the Notes. The Indenture also contains provisions permitting
the Holders of a majority in aggregate principal amount of the Outstanding
Notes of any series to waive on behalf of the Holders of such series of
Notes compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Note shall be binding upon
such Holder and upon all future Holders of this Note and any Note issued
upon the registration of transfer hereof or in exchange here for or in lieu
hereof whether or not notation of such consent or waiver is made upon this
Note.
	 
	 	 	No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any)
and interest on this Note at the times, place, and rate, and in the coin or
currency, herein prescribed.






	 	 	As provided in the Indenture and subject to certain limitations therein set
forth, transfer of this Note is registrable on the Note Register, upon
surrender of this Note for registration of transfer at the office or agency
of the Company in the           . duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Note Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of the same
series containing identical




A-5









 






	 	 	terms and provisions, of authorized denominations and for a like aggregate
principal amount, will be issued to the designated transferee or
transferees.
	 
	 	 	The Notes are issuable only as registered Notes without coupons in
denominations of                -. As provided in the Indenture and subject
to certain limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of the same series containing identical
terms and provisions and of different authorized denominations, as
requested by the Holder surrendering the same.
	 
	 	 	No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
	 
	 	 	The Company, the Trustee and any agent of the Company or the Trustee may
treat the person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment as herein provided and for all other
purposes whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
	 
	 	 	All terms used in this Note which are defined in the Indenture have the
meanings assigned to them in the Indenture.




A-6









 











[Form of Trustee’s Certificate of

Authentication for Notes]




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



	 	 	 	 	 	 	 
	 	 	[Insert Name of Trustee]
	 	 	 	 	as Trustee
	

	 	 	 	 	By 	 
	

	 	 	 	 	 	

	

	 	 	 	 	 	Authorized Officer







[Form of “Option to Elect Repayment”,

if Applicable, for Notes].

Option to Elect Repayment




The undersigned hereby requests and irrevocably instructs the Company to
repay the within Note on the first occurring not less than nor more than
days after the date of receipt of the within Note by the Trustee at



Attention:                                        (or at such other place of which the Company
shall from time to time notify the Holder of the within Note), at a price
equal to the principal amount thereof, [together with interest to the date
of repayment], to the undersigned at



                                                                                                                  




                                                                                                                  

Please Print or Typewrite Name and Address of the undersigned




	 	 	 
	Dated

	 	                                                                                     
	

	 	NOTICE: The Signature to This Request and
Instruction Must Correspond With the
Name as Written Upon the Face of the Note
in Every Particular Without
Alteration or Enlargement of any Change Whatever.








A-7