Exhibit 4.1






CIT GROUP INC.,

Issuer


and


[________________________],

Trustee,


and


 [__________________________],

Paying Agent, Security Registrar and Authenticating Agent




INDENTURE




Dated
as of [____________]


Senior
Debt Securities













Reconciliation
and tie between

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

and Indenture


	
  
 	
  
 	
  
 	
  
 
	
 Trust Indenture Act

 Section
 	
  
 	
  
 	
 Indenture
Section
 
	

 
 	
  
 	
  
 	

 
 
	
  
 	
  
 	
  
 	
  
 
	
 § 310(a)(1)
 	
  
 	
 6.8
 
	
 (a)(2)
 	
  
 	
 6.8
 
	
 (b)
 	
  
 	
 6.8
 
	
 § 311
 	
  
 	
 6.7
 
	
 § 312(a)
 	
  
 	
 7.1
 
	
 (b)
 	
  
 	
 7.2
 
	
 (c)
 	
  
 	
 7.2
 
	
 § 313(a)
 	
  
 	
 7.3
 
	
 (c)
 	
  
 	
 7.3
 
	
 (d)
 	
  
 	
 7.3
 
	
 § 314(a)
 	
  
 	
 7.4
 
	
 (c)(l)
 	
  
 	
 1.2
 
	
 (c)(2)
 	
  
 	
 1.2
 
	
 (e)
 	
  
 	
 1.2
 
	
 (f)
 	
  
 	
 1.2
 
	
 § 315(a)-(d).
 	
  
 	
 3.3, 6.2
 
	
 (b)
 	
  
 	
 6.3
 
	
 (c)
 	
  
 	
 6.1(2)
 
	
 (d)
 	
  
 	
 6.1(3)
 
	
 (e)
 	
  
 	
 5.15
 
	
 § 316(a)(last
 sentence)
 	
  
 	
 1.1
 
	
 (a)(l)(A)
 	
  
 	
 5.12
 
	
 (a)(1)(B)
 	
  
 	
 5.13
 
	
 (b)
 	
  
 	
 5.8
 
	
 § 317(a)(1)
 	
  
 	
 5.3
 
	
 (a)(2)
 	
  
 	
 5.4
 
	
 (b)
 	
  
 	
 10.3
 
	
 § 318(a)
 	
  
 	
 1.9
 



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







TABLE
OF CONTENTS




	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  
 	
 Page
 
	
  
 	
  
 	
  
 	

 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE 1
 
	
  
 	
  
 	
  
 	
  
 
	
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
 
	
  
 	
  
 	
  
 	
  
 
	
 Section 1.1.
 	
 Definitions
 	
  
 	
 1
 
	
 Section 1.2.
 	
 Compliance
 Certificates and Opinions
 	
  
 	
 9
 
	
 Section 1.3.
 	
 Form of
 Documents Delivered to Trustee
 	
  
 	
 10
 
	
 Section 1.4.
 	
 Paying Agent
 	
  
 	
 10
 
	
 Section 1.5.
 	
 Acts of
 Holders
 	
  
 	
 11
 
	
 Section 1.6.
 	
 Notices,
 Etc. to Trustee and Company
 	
  
 	
 12
 
	
 Section 1.7.
 	
 Notice to
 Holders of Securities; Waiver
 	
  
 	
 13
 
	
 Section 1.8.
 	
 Language of
 Notices
 	
  
 	
 15
 
	
 Section 1.9.
 	
 Conflict
 with Trust Indenture Act
 	
  
 	
 15
 
	
 Section
 1.10.
 	
 Effect of
 Headings and Table of Contents
 	
  
 	
 15
 
	
 Section
 1.11.
 	
 Successors
 and Assigns
 	
  
 	
 15
 
	
 Section 1.12.
 	
 Separability
 Clause
 	
  
 	
 15
 
	
 Section
 1.13.
 	
 Benefits of
 Indenture
 	
  
 	
 15
 
	
 Section
 1.14.
 	
 Governing
 Law
 	
  
 	
 15
 
	
 Section
 1.15.
 	
 Legal
 Holidays
 	
  
 	
 15
 
	
 Section
 1.16.
 	
 Counterparts
 	
  
 	
 15
 
	
 Section
 1.17.
 	
 Judgment
 Currency
 	
  
 	
 16
 
	
 Section
 1.18.
 	
 No Security
 Interest Created
 	
  
 	
 16
 
	
 Section
 1.19.
 	
 Limitation
 on Individual Liability
 	
  
 	
 16
 
	
 Section
 1.20.
 	
 Waiver of
 Jury Trial
 	
  
 	
 16
 
	
 Section
 1.21.
 	
 Force
 Majeure
 	
  
 	
 17
 
	
 Section
 1.22.
 	
 Patriot Act
 	
  
 	
 17
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE 2
 
	
  
 	
  
 	
  
 	
  
 
	
 SECURITIES FORMS
 
	
  
 	
  
 	
  
 	
  
 
	
 Section 2.1.
 	
 Forms
 Generally
 	
  
 	
 17
 
	
 Section 2.2.
 	
 Form of Trustee’s
 Certificate of Authentication
 	
  
 	
 17
 
	
 Section 2.3.
 	
 Securities
 in Global Form
 	
  
 	
 17
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE 3
 
	
  
 	
  
 	
  
 	
  
 
	
 THE SECURITIES
 
	
  
 	
  
 	
  
 	
  
 
	
 Section 3.1.
 	
 Amount
 Unlimited; Issuable in Series
 	
  
 	
 18
 
	
 Section 3.2.
 	
 Currency;
 Denominations
 	
  
 	
 21
 
	
 Section 3.3.
 	
 Execution,
 Authentication, Delivery and Dating
 	
  
 	
 21
 
	
 Section 3.4.
 	
 Temporary
 Securities
 	
  
 	
 23
 


-i-










	
  
 	
  
 	
  
 	
  
 
	
 Section 3.5.
 	
 Registration,
 Transfer and Exchange
 	
  
 	
 23
 
	
 Section 3.6.
 	
 Mutilated,
 Destroyed, Lost and Stolen Securities
 	
  
 	
 26
 
	
 Section 3.7.
 	
 Payment of
 Interest; Rights to Interest Preserved
 	
  
 	
 27
 
	
 Section 3.8.
 	
 Persons
 Deemed Owners
 	
  
 	
 29
 
	
 Section 3.9.
 	
 Cancellation
 	
  
 	
 29
 
	
 Section
 3.10.
 	
 Computation
 of Interest
 	
  
 	
 29
 
	
 Section
 3.11.
 	
 CUSIP
 Numbers
 	
  
 	
 29
 
	
 Section
 3.12.
 	
 Issuance of
 Additional Securities
 	
  
 	
 30
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE 4
 
	
  
 	
  
 	
  
 	
  
 
	
 SATISFACTION AND DISCHARGE OF INDENTURE;

 DEFEASANCE AND COVENANT DEFEASANCE
 
	
  
 	
  
 	
  
 	
  
 
	
 Section 4.1.
 	
 Satisfaction
 and Discharge
 	
  
 	
 30
 
	
 Section 4.2.
 	
 Defeasance
 and Covenant Defeasance
 	
  
 	
 31
 
	
 Section 4.3.
 	
 Application
 of Trust Money
 	
  
 	
 33
 
	
 Section 4.4.
 	
 Reinstatement
 	
  
 	
 33
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE 5
 
	
  
 	
  
 	
  
 	
  
 
	
 REMEDIES
 
	
  
 	
  
 	
  
 	
  
 
	
 Section 5.1.
 	
 Events of
 Default
 	
  
 	
 34
 
	
 Section 5.2.
 	
  Effect of an Event of Default
 	
  
 	
 36
 
	
 Section 5.3.
 	
 Collection
 of Indebtedness and Suits for Enforcement by Trustee
 	
  
 	
 37
 
	
 Section 5.4.
 	
 Trustee May
 File Proofs of Claim
 	
  
 	
 37
 
	
 Section 5.5.
 	
 Trustee May
 Enforce Claims without Possession of Securities or Coupons
 	
  
 	
 38
 
	
 Section 5.6.
 	
 Application
 of Money Collected
 	
  
 	
 38
 
	
 Section 5.7.
 	
 Limitations
 on Suits
 	
  
 	
 39
 
	
 Section 5.8.
 	
 Unconditional
 Right of Holders to Receive Principal and any Premium and Interest
 	
  
 	
 39
 
	
 Section 5.9.
 	
 Restoration
 of Rights and Remedies
 	
  
 	
 39
 
	
 Section
 5.10.
 	
 Rights and
 Remedies Cumulative
 	
  
 	
 39
 
	
 Section
 5.11.
 	
 Delay or
 Omission Not Waiver
 	
  
 	
 40
 
	
 Section
 5.12.
 	
 Control by
 Holders of Securities
 	
  
 	
 40
 
	
 Section
 5.13.
 	
 Waiver of
 Past Defaults
 	
  
 	
 40
 
	
 Section
 5.14.
 	
 Waiver of
 Usury, Stay or Extension Laws
 	
  
 	
 40
 
	
 Section
 5.15.
 	
 Undertaking
 for Costs
 	
  
 	
 40
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE 6
 
	
  
 	
  
 	
  
 	
  
 
	
 THE TRUSTEE
 
	
  
 	
  
 	
  
 	
  
 
	
 Section 6.1.
 	
 Certain
 Duties and Responsibilities
 	
  
 	
 41
 
	
 Section 6.2.
 	
 Certain
 Rights of Trustee
 	
  
 	
 42
 
	
 Section 6.3.
 	
 Notice of
 Defaults
 	
  
 	
 43
 
	
 Section 6.4.
 	
 Not
 Responsible for Recitals or Issuance of Securities
 	
  
 	
 43
 
	
 Section 6.5.
 	
 May Hold
 Securities
 	
  
 	
 44
 
	
 Section 6.6.
 	
 Money Held
 in Trust
 	
  
 	
 44
 


-ii-










	
  
 	
  
 	
  
 	
  
 
	
 Section 6.7.
 	
 Compensation
 and Reimbursement
 	
  
 	
 44
 
	
 Section 6.8.
 	
 Corporate
 Trustee Required; Eligibility
 	
  
 	
 44
 
	
 Section 6.9.
 	
 Resignation
 and Removal; Appointment of Successor
 	
  
 	
 45
 
	
 Section
 6.10.
 	
 Acceptance
 of Appointment by Successor
 	
  
 	
 46
 
	
 Section
 6.11.
 	
 Merger,
 Conversion, Consolidation or Succession to Business
 	
  
 	
 47
 
	
 Section 6.12.
 	
 Appointment
 of Authenticating Agent
 	
  
 	
 47
 
	
 Section
 6.13.
 	
 Appointment
 of Attorney-in-Fact
 	
  
 	
 49
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE 7
 
	
  
 	
  
 	
  
 	
  
 
	
 HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
 
	
  
 	
  
 	
  
 	
  
 
	
 Section 7.1.
 	
 Names and Addresses of Holders
 	
  
 	
 49
 
	
 Section 7.2.
 	
 Preservation
 of Information; Communications to Holders
 	
  
 	
 50
 
	
 Section 7.3.
 	
 Reports by
 Trustee
 	
  
 	
 50
 
	
 Section 7.4.
 	
 Reports by
 Company
 	
  
 	
 50
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE 8
 
	
  
 	
  
 	
  
 	
  
 
	
 CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES
 
	
  
 	
  
 	
  
 	
  
 
	
 Section 8.1.
 	
 Company May
 Consolidate, Etc., Only on Certain Terms
 	
  
 	
 51
 
	
 Section 8.2.
 	
 Successor
 Person Substituted for Company
 	
  
 	
 52
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE 9
 
	
  
 	
  
 	
  
 	
  
 
	
 SUPPLEMENTAL INDENTURES
 
	
  
 	
  
 	
  
 	
  
 
	
 Section 9.1.
 	
 General
 	
  
 	
 52
 
	
 Section 9.2.
 	
 Consent of Holders
 	
  
 	
 52
 
	
 Section 9.3.
 	
 Without Consent of Holders
 	
  
 	
 53
 
	
 Section 9.4.
 	
 Execution of
 Supplemental Indentures
 	
  
 	
 54
 
	
 Section 9.5.
 	
 Effect of
 Supplemental Indentures
 	
  
 	
 54
 
	
 Section 9.6.
 	
 Reference in
 Securities to Supplemental Indentures
 	
  
 	
 54
 
	
 Section 9.7.
 	
 Conformity
 with Trust Indenture Act
 	
  
 	
 55
 
	
 Section 9.8.
 	
 Notice of
 Supplemental Indenture
 	
  
 	
 55
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE 10
 
	
  
 	
  
 	
  
 	
  
 
	
 COVENANTS
 
	
  
 	
  
 	
  
 	
  
 
	
 Section
 10.1.
 	
 Payment of
 Principal, any Premium, Interest
 	
  
 	
 55
 
	
 Section
 10.2.
 	
 Maintenance
 of Office or Agency
 	
  
 	
 55
 
	
 Section
 10.3.
 	
 Money for
 Securities Payments to Be Held in Trust
 	
  
 	
 56
 
	
 Section
 10.4.
 	
 Liens
 	
  
 	
 57
 
	
 Section
 10.5.
 	
 Corporate
 Existence
 	
  
 	
 59
 
	
 Section
 10.6.
 	
 Waiver of
 Certain Covenants
 	
  
 	
 60
 
	
 Section
 10.7.
 	
 Company
 Statement as to Compliance; Notice of Certain Defaults
 	
  
 	
 60
 


-iii-










	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE 11
 
	
  
 	
  
 	
  
 	
  
 
	
 REDEMPTION OF SECURITIES
 
	
  
 	
  
 	
  
 	
  
 
	
 Section
 11.1.
 	
 Applicability
 of Article
 	
  
 	
 60
 
	
 Section
 11.2.
 	
 Election to
 Redeem; Notice to Trustee
 	
  
 	
 61
 
	
 Section
 11.3.
 	
 Selection by
 Trustee of Securities to be Redeemed
 	
  
 	
 61
 
	
 Section
 11.4.
 	
 Notice of
 Redemption
 	
  
 	
 61
 
	
 Section
 11.5.
 	
 Deposit of
 Redemption Price
 	
  
 	
 62
 
	
 Section
 11.6.
 	
 Securities
 Payable on Redemption Date
 	
  
 	
 63
 
	
 Section
 11.7.
 	
 Securities
 Redeemed in Part
 	
  
 	
 63
 
	
 Section
 11.8.
 	
 Cancellation
 and Destruction of Securities
 	
  
 	
 64
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE 12
 
	
  
 	
  
 	
  
 	
  
 
	
 SINKING FUNDS
 
	
  
 	
  
 	
  
 	
  
 
	
 Section
 12.1.
 	
 Applicability
 of Article
 	
  
 	
 64
 
	
 Section
 12.2.
 	
 Satisfaction
 of Sinking Fund Payments with Securities
 	
  
 	
 64
 
	
 Section
 12.3.
 	
 Redemption
 of Securities for Sinking Fund
 	
  
 	
 64
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE 13
 
	
  
 	
  
 	
  
 	
  
 
	
 REPAYMENT AT THE OPTION OF HOLDERS
 
	
  
 	
  
 	
  
 	
  
 
	
 Section
 13.1.
 	
 Applicability
 of Article
 	
  
 	
 65
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE 14
 
	
  
 	
  
 	
  
 	
  
 
	
 SECURITIES IN FOREIGN CURRENCIES
 
	
  
 	
  
 	
  
 	
  
 
	
 Section
 14.1.
 	
 Applicability
 of Article
 	
  
 	
 65
 
	
  
 	
  
 	
  
 	
  
 
	
 ARTICLE 15
 
	
  
 	
  
 	
  
 	
  
 
	
 MEETINGS OF HOLDERS OF SECURITIES
 
	
  
 	
  
 	
  
 	
  
 
	
 Section
 15.1.
 	
 Purposes for
 Which Meetings May Be Called
 	
  
 	
 65
 
	
 Section
 15.2.
 	
 Call, Notice
 and Place of Meetings
 	
  
 	
 66
 
	
 Section
 15.3.
 	
 Persons
 Entitled to Vote at Meetings
 	
  
 	
 66
 
	
 Section
 15.4.
 	
 Quorum;
 Action
 	
  
 	
 66
 
	
 Section
 15.5.
 	
 Determination
 of Voting Rights; Conduct and Adjournment of Meetings
 	
  
 	
 67
 
	
 Section
 15.6.
 	
 Counting
 Votes and Recording Action of Meetings
 	
  
 	
 67
 
	
 Section
 15.7.
 	
 Preservation
 of Rights of Trustee and Holders
 	
  
 	
 68
 


-iv-







          INDENTURE,
dated as of [____________] (the “Base Indenture”), between CIT Group Inc., a corporation
duly organized and existing under the laws of the State of Delaware (the “Company”)
and [__________________], as trustee (the “Trustee”),
and [_______________], as paying agent, security registrar and authenticating agent (the “Agent”).


RECITALS


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


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


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


          NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


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


ARTICLE 1 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION 


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


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


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


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


          (4)
the words “herein,” “hereof,” “hereto” and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision;


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


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


1








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


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


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


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


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


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


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


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


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


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


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


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


          “Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, as amended, or, if at any
time after the 


2







execution of
this Indenture such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties at
such time.


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


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


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


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


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


          “Corporate
Trust Office” means the principal corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of original execution of this Indenture
is located at [______________________________], or such other address as the
Trustee may designate from time to time by notice to the Holders and the
Company.


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


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


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


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


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


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


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


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


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


3







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


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


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


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


          For
purposes of this Indenture, Indebtedness shall not include (A) any indebtedness
of such Person to the extent (I) such indebtedness does not appear on the
financial statement of such Person, (II) such indebtedness is recourse only to
certain assets of such Person, and (III) the assets to which such indebtedness
is recourse only appear on the financial statements of such Person net of such
indebtedness, or (B) any indebtedness or other obligations issued by any Person
(or by a trust or other entity established by such Person or any of its
affiliates) to the extent (I) primarily serviced by the cash flows of a
discrete pool of receivables, leases or other financial or operating assets
which have been sold or transferred by the Company or any Subsidiary in
securitization or secured financing transactions and (II) such sale or transfer
of receivables, leases or other financial or operating assets is treated as a
true sale for legal purposes (irrespective of whether such sale or transfer is
accounted for as a sale under generally accepted 


4







accounting principles
or for tax purposes). It is understood and agreed that (1) the amount of any
Indebtedness described in clause (iii) for which recourse is limited to certain
property of such Person shall be the lower of (x) the amount of the obligation
and (y) the fair market value of the property of such Person securing such
obligation, and (2) the amount of any obligation described in clause (vi) shall
be the lower of (x) the stated or determinable amount of the primary obligation
in respect of which such contingent obligation is made, and (y) the maximum
amount for which such Person may be liable pursuant to the terms of the
agreement embodying such contingent obligation unless such primary obligation
and the maximum amount for which such Person may be liable are not stated or
determinable, in which case the amount of such contingent obligation shall be
such Person’s maximum, reasonably anticipated liability in respect thereof as
determined by such Person in good faith.


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


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


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


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


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


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


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


          “Maturity,”
with respect to any Security, means the date on which the principal of such Security
or an installment of principal becomes due and payable as provided in or
pursuant to this Indenture, whether at the Stated Maturity or by declaration of
acceleration, notice of redemption or repurchase, notice of option to elect
repayment or otherwise, and includes the Redemption Date.


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


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


5







to the extent
designated or required by Section 10.2 in lieu of such office or agency,
the Paying Agent Office.


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


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


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


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


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


	
  
 	
  
 	
  
 
	
  
 	
 (a)
 	
 any such
 Security theretofore cancelled by the Trustee or the Security Registrar or
 delivered to the Trustee or the Security Registrar for cancellation;
 
	
  
 	
  
 	
  
 
	
  
 	
 (b)
 	
 any such
 Security for whose payment at the Maturity thereof money in the necessary
 amount has been theretofore deposited pursuant hereto with the Trustee or any
 Paying Agent (other than the Company) in trust or set aside and segregated in
 trust by the Company (if the Company shall act as its own Paying Agent) for
 the Holders of such Securities and any Coupons appertaining thereto, provided
 that, if such Securities are to be redeemed, notice of such redemption has
 been duly given pursuant to this Indenture or provision therefor reasonably
 satisfactory to the Trustee has been made;
 
	
  
 	
  
 	
  
 
	
  
 	
 (c)
 	
 any such
 Security with respect to which the Company has effected defeasance and/or
 covenant defeasance pursuant to the terms hereof, except to the extent
 provided in Section 4.2;
 
	
  
 	
  
 	
  
 
	
  
 	
 (d)
 	
 any such
 Security which has been paid pursuant to Section 3.6 or in exchange for
 or in lieu of which other Securities have been authenticated and delivered
 pursuant to this Indenture, unless there shall have been presented to the
 Trustee proof reasonably satisfactory to it that such Security is held by a
 bona fide purchaser in whose hands such Security is a valid obligation of the
 Company; and
 
	
  
 	
  
 	
  
 
	
  
 	
 (e)
 	
 any such
 Security converted or exchanged as contemplated by this Indenture into other
 securities or property of a Person (including the Company) if the terms of
 such Security provide for such conversion or exchange pursuant to
 Section 3.1;
 



provided, however, that in determining
whether the Holders of the requisite principal amount of Outstanding Securities
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or are present at a meeting of Holders of Securities for
quorum purposes, (i) the principal amount of an Original Issue Discount
Security that may be counted in making such determination and that shall be
deemed to be Outstanding for such purposes shall be equal to the amount of the
principal thereof that pursuant to the terms of such Original Issue Discount
Security would be 


6







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


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


          “Paying Agent
Office” means the office of the applicable Paying Agent at which at
any particular time its corporate agency business shall principally be administered
in a Place of Payment, which office at the date hereof in the case of
[_____________________], in its capacity as Paying Agent with respect to this
Indenture, is located at [_________________________________].


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


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


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


          “Predecessor
Security” of any particular Security means every previous Security
evidencing all or a portion of the same Indebtedness as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu
of a lost, destroyed, mutilated or stolen Security or any Security to which a
mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
evidence the same Indebtedness as the lost, destroyed, mutilated or stolen
Security or the Security to which a mutilated, destroyed, lost or stolen Coupon
appertains.


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


          “Rate
Management Transaction” means any transaction (including an
agreement with respect thereto) now existing or hereafter entered into by the
Company which is a rate swap, basis swap, total 


7







return swap,
forward rate transaction, commodity swap, commodity option, equity or equity
index swap, equity or equity index option, bond option, interest rate option,
foreign exchange transaction, cap transaction, floor transaction, collar
transaction, forward transaction, currency swap transaction, cross-currency
rate swap transaction, currency option or any other similar transaction
(including any option with respect to any of these transactions) or any
combination thereof, whether linked to one or more interest rates, foreign
currencies, commodity prices, equity prices or other financial measures, or the
purchase of credit default swaps.


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


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


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


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


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


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


          “Security”
or “Securities”
means any note or notes, bond or bonds, debenture or debentures, or any other
evidences of Indebtedness, as the case may be, authenticated and delivered
under this Indenture; provided, however, that, if at any time
there is more than one Person acting as Trustee under this Indenture,
“Securities,” with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.


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


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


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


8







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


	
  
 	
  
 
	
  
 	
           (1)
 any corporation, association or other business entity of which more than 50%
 of the total voting power of shares of Capital Stock entitled (without regard
 to the occurrence of any contingency and after giving effect to any voting
 agreement or stockholders’ agreement that effectively transfers voting power)
 to vote in the election of directors, managers or trustees of the
 corporation, association or other business entity is at the time owned or
 controlled, directly or indirectly, by that Person or one or more of the
 other Subsidiaries of that Person (or a combination thereof); and
 
	
  
 	
  
 
	
  
 	
           (2)
 any partnership (a) the sole general partner or the managing general partner
 of which is such Person or a Subsidiary of such Person or (b) the only
 general partners of which are that Person or one or more Subsidiaries of that
 Person (or any combination thereof).
 



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


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


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


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


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


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


 9







relating to
the proposed action have been complied with and an Opinion of Counsel stating
that, in the opinion of such counsel, all such conditions precedent, if any,
have been complied with.


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


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


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


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


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


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


          Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon an Opinion of Counsel, provided that such
officer, after reasonable inquiry, has no reason to believe and does not believe
that the Opinion of Counsel with respect to the matters upon which his certificate
or opinion is based is erroneous. Any such Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company, stating that the
information with respect to such factual matters is in the possession of the
Company, provided that such counsel, after reasonable inquiry, has no
reason to believe and does not believe that the certificate or opinion or
representations with respect to such matters are erroneous.


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


          Section 1.4. Paying Agent.


          (1)
The Company appoints [_____________________] as Paying Agent with respect to
the Securities.


          (2)
In case at any time any Paying Agent, Authenticating Agent or Security Registrar
    other than the Trustee shall have been appointed by the Company and be then
    acting hereunder, the term “Trustee” as used in Sections 6.2, 6.7
    and 6.9 of this Indenture shall in such case (unless the context otherwise
    requires) be construed as extending to and 


10






including such
Paying Agent, Authenticating Agent, Security Registrar or any other agent appointed
    by the Company or the Trustee within its meaning as fully for all intents
    and purposes as if such Paying Agent, Authenticating Agent, Security Registrar
    or any other agent were named in this Indenture in addition to or in place
of the Trustee in such Sections 6.2, 6.7 and 6.9.


          Section
1.5. Acts of Holders.


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


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


          The
Company shall fix a record date for the purpose of determining the Persons who
are beneficial owners of interest in any permanent global Security held by a
U.S. Depository entitled under the procedures of such U.S. Depository to make,
give or take, by a proxy or proxies duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other Act provided
in or pursuant to this Indenture to be made, given or taken by Holders. If such
a record date is fixed, the Holders on such record date or their duly appointed
proxy or proxies, and only such Persons, shall be entitled to make, give or
take such request, demand, authorization, direction, notice, consent, waiver or
other Act, whether or not such Holders remain Holders after such record date.
No such request, demand, authorization, direction, notice, consent, waiver or
other Act shall be valid or effective if made, given or taken more than 90 days
after such record date.


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

 11






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


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


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


          (6)
Any request, demand, authorization, direction, notice, consent, waiver or other
Act by the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done or suffered to be done by the Trustee, any Security Registrar,
any Paying Agent or the Company in reliance thereon, whether or not notation of
such Act is made upon such Security.


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


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


          (2)
the Company, by the Trustee or any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage 

 12






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


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


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


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


          In
any case where notice to Holders of Registered Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered Securities
or the sufficiency of any notice to Holders of Bearer Securities given as
provided herein. Any notice that is mailed in the manner herein provided, shall
be conclusively presumed to have been duly given or provided. In the case by
reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.


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


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


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

 13









	
  
 	
  
 	
  
 
	
  
 	
 If to the
 Company:
 
	
  
 	
  
 
	
  
 	
  
 	
 CIT Group
 Inc.
 
	
  
 	
  
 	
 1 CIT Drive
 
	
  
 	
  
 	
 Livingston,
 New Jersey 07039
 
	
  
 	
  
 	
 Facsimile:
 (973) 740-5750

 Attention: Treasurer
 
	
  
 	
  
 	
  
 
	
  
 	
 With a
 mandatory copy to:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 CIT Group
 Inc.

 1 CIT Drive

 Livingston, New Jersey 07039

 Facsimile: (973) 740-5264

 Attention: General Counsel
 
	
  
 	
  
 	
  
 
	
  
 	
 If to the
 Trustee:
 
	
  
 	
  
 
	
  
 	
  
 	
 [________________]

 [________________]

 [________________]

 Facsimile: [________________]

 Attention: [________________]
 
	
  
 	
  
 	
  
 
	
  
 	
 If to the
 Paying Agent or Authenticating Agent:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 [________________]

 [________________]

 [________________]

 [________________]

 Facsimile: [________________]

 Attention: [________________]
 
	
  
 	
  
 	
  
 
	
  
 	
 With a copy
 to:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 [________________]

 [________________]

 [________________]

 [________________]

 Facsimile: [________________]

 Attention: [________________]
 
	
  
 	
  
 	
  
 
	
  
 	
 In each
 case, with a copy to:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 Sullivan & Cromwell LLP

 125 Broad Street

 New York, NY 10004

 Attention: John E. Estes

 Fax: (212) 558-3588

 E-mail: estesj@sullcrom.com
 



 14







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


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


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


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


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


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


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


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


          Section
1.16. Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument. 

 15






Delivery of an
executed counterpart of this Indenture by telefacsimile or by any electronic
imaging, electronic mail or other similar means shall be effective as delivery
of a manually executed counterpart of this Indenture.


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


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


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


          Section
1.20. Waiver of Jury Trial. EACH OF THE COMPANY, THE AGENT
AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING 

 16






ARISING OUT OF
OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


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


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


ARTICLE 2



SECURITIES FORMS


          Section
2.1. Forms Generally.
The Securities and the Trustee’s certificate of authentication are hereby incorporated
in and expressly made a part of this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject, if any, or depository procedure or
usage (provided that any such notation, legend or endorsement is in a
form acceptable to the Company). Each Security shall be dated the date of its authentication.
The terms of the Securities are part of the terms of this Indenture. The
Securities shall be issued only in registered form without interest coupons and
in denominations of $2,000 and any integral multiples of $1,000.


          Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall be issuable in registered form without Coupons and shall not
be issuable upon the exercise of warrants.


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


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


          Section
2.3. Securities in Global Form. Unless otherwise provided
in or pursuant to this Indenture or any Securities, the Securities shall not be
issuable in temporary or permanent global form. If Securities of a series shall
be issuable in global form, as specified and contemplated by Section 3.1,
any such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect
the amount, or any increase or decrease in the 

 17






amount, or
changes in the rights of Holders, of Outstanding Securities represented thereby
shall be made in such manner and by such Person or Persons as shall be
specified therein or in the Company Order to be delivered pursuant to
Section 3.3 or 3.4 with respect thereto. Subject to the provisions of
Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and
redeliver, in each case at the Company’s expense, any Security in permanent global
form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 3.3 or 3.4 has been, or simultaneously is, delivered,
any instructions by the Company with respect to a Security in global form shall
be in writing.


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


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


ARTICLE 3



THE SECURITIES


          Section
3.1. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more
series.


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


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


          (2)
the total principal amount of the series of such Securities and whether there
shall be any limit upon the aggregate principal amount of such Securities that
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration or transfer of, or in exchange
for, or in lieu of, other Securities of such series pursuant to Section 3.4,
3.5, 3.6, 9.5 or 11.7);


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

 18






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


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


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


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


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


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


          (10)
if in addition to or other than the Borough of Manhattan, The City of New York,
the place or places where the principal of or any premium or interest on such
Securities shall be payable, where any of such Securities that are issued in
registered form may be surrendered for registration of, transfer or exchange,
and where any such Securities may be surrendered for conversion or exchange and
notices of demands to or upon the Company in respect of such Securities and
this Indenture may be served, the extent to which, and the manner in which, any
interest payment on a global Security on an Interest Payment Date, will be paid
and the manner in which any principal of or premium, if any, on any global
Security will be paid;


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


          (12)
provisions specifying whether the Company shall be obligated to redeem, purchase
or repay any of such Securities pursuant to any sinking fund or analogous
provision or at the option of any 

 19






Holder of such
Securities and, if so, the date or dates on which, the period or periods within
which, the price or prices at which and the other terms and conditions upon
which such Securities shall be redeemed, purchased or repaid, in whole or in
part, pursuant to such obligation, and any provisions for the remarketing of
such Securities so redeemed or purchased;


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


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


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


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


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


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


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


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


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


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


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


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


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

 20






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


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


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


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


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


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



21









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


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



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


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


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


          No
Security or Coupon appertaining thereto shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose, unless there appears
on such Security a certificate of authentication substantially in the form
contemplated under Section 2.2 or 6.11 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its
authorized officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 3.6, the Trustee
shall not authenticate and deliver any Bearer Security unless all Coupons
appertaining thereto then matured have been detached and cancelled.



22








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


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


          Section
3.5. Registration, Transfer and Exchange. With respect to the Registered
Securities of each series, if any, the Company shall cause to be kept a
register (each such register being herein sometimes referred to as the “Security Register”) at an Office or Agency
for such series in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the “Security Registrar” for that series
of Securities. [                                               ]
shall be the initial Security Registrar for each
series of Securities. The Company shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities; provided
that no such removal or replacement shall be effective until a successor
Security Registrar with respect to such series of Securities shall have been appointed
by the Company and shall have accepted such appointment by the Company. In the
event that the Trustee shall not be or shall cease to be Security Registrar
with respect to a series of Securities, it shall have the right to examine the
Security Register for such series at all reasonable times. The Company shall be
required to maintain a Security Registrar in each place where the principal of
and premium or interest on any Security is payable. There shall be only one
Security Register for each series of Securities.


          Upon
surrender for registration of transfer of any Registered Security of any series
at any Office or Agency for such series, the Company shall execute, and the
Trustee shall authenticate or cause to be authenticated and deliver, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same
series denominated as authorized in or pursuant to this Indenture, of a like
aggregate principal amount bearing a number not contemporaneously outstanding
and containing identical terms and provisions.


23








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


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


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


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


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



24







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


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


25







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


          No
service charge shall be made for any registration of transfer or exchange, or
redemption of Securities, but the Company may require payment of a sum
sufficient to cover any stamp tax or other governmental charge and any other
reasonable expenses (including fees and expenses of the Trustee, the Paying
Agent, and the Security Registrar) that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.4, 3.6, 9.5 or 11.7 not involving any transfer.


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


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


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


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


26








          Upon
the issuance of any new Security under this Section 3.6, the Company may
require the payment of a sum sufficient to cover any stamp tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.


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


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


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


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


          (1)
The Company may elect to make payment of any Defaulted Interest to the Person
in whose name such Registered Security (or a Predecessor Security thereof)
shall be registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest, which shall be fixed by the Company in the
following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on such Registered Security, the
Special Record Date therefor and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements reasonably satisfactory to the Trustee for such deposit
on or prior to the date of the proposed payment, such money when so deposited
to be held in trust for the benefit of the Person entitled to such Defaulted
Interest as in this clause provided. The Special Record Date for the payment of
such Defaulted Interest shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
notification to the Trustee of the proposed payment. The Trustee shall, in the
name and at the expense of the Company cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to the Holder of such Registered Security (or a
Predecessor Security thereof) at his address as it appears in the Security
Register not less than 10 days prior to such Special Record Date. The Trustee
may, in its discretion, in the name and at the expense of the Company cause a
similar notice to be published at least once in an Authorized Newspaper of
general circulation in the Borough of Manhattan, The City of New York, but such
publication shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Person in whose name such 


27








Registered
Security (or a Predecessor Security thereof) shall be registered at the close
of business on such Special Record Date and shall no longer be payable pursuant
to the following clause (2).


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


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


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


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


          In the case of
any Registered Security of any series that is convertible into other securities
or property of any Person (including the Company) or exchangeable for
securities or property of any Person (including the Company), which Registered
Security is converted or exchanged after any Regular Record Date and on or
prior to the next succeeding Interest Payment Date (other than any Registered
Security with respect to which the Stated Maturity is prior to such Interest
Payment Date), interest with respect to which the Stated Maturity is on such
Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion or exchange, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name
that Registered Security (or one or more predecessor Registered Securities) is
registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Registered Security which is converted or exchanged, interest with
respect to which the Stated Maturity is after the date of conversion or
exchange of such Registered Security shall not be payable.



28







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


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


          No
Holder of any beneficial interest in any global Security held on its behalf by
a Depository shall have any rights under this Indenture with respect to such
global Security, and such Depository may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such
global Security for all purposes whatsoever. None of the Company, the Trustee,
any Paying Agent or the Security Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.


          Section
3.9. Cancellation. All Securities and Coupons surrendered for payment,
redemption, registration of transfer, exchange or conversion or for credit
against any sinking fund payment shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee, and any such Securities and Coupons,
as well as Securities and Coupons surrendered directly to the Trustee for any
such purpose, shall be cancelled promptly by the Trustee. The Company may at
any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Securities so delivered shall be cancelled
promptly by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by or pursuant to this Indenture. All cancelled Securities
and Coupons held by the Trustee shall be disposed of by the Trustee in its
customary manner, unless by a Company Order, the Company directs their return
to it.


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


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


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


29








numbers. The
Company will promptly notify the Trustee in writing of any change in the
“CUSIP” numbers.


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


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


	
  
 	
  
 	
  
 
	
  
 	
           (1)
 the aggregate principal amount of such Additional Securities to be
 authenticated and delivered pursuant to this Indenture; and
 
	
  
 	
  
 	
  
 
	
  
 	
           (2)
 the issue price, the issue date and the CUSIP number of such Additional
 Securities.
 


ARTICLE 4



SATISFACTION AND DISCHARGE OF INDENTURE;

DEFEASANCE AND COVENANT DEFEASANCE


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


          (1)
either:


	
  
 	
  
 
	
  
 	
           a) all Securities of such series that have been authenticated, except lost, stolen or destroyed Securities that have been replaced
or paid and Securities for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered
to the Trustee for cancellation; or
 
	
  
 	
  
 
	
  
 	
           b) all Securities of
such series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing
of a notice of redemption or otherwise or shall become due and payable within one year and the Company has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of
Securities of such series, Cash in U.S. dollars, non-callable Government Obligations, or a combination of Cash in U.S.
dollars and non-callable Government Obligations, in amounts as shall be sufficient, without consideration of any reinvestment
of interest, to pay and discharge the entire Indebtedness on the Securities of such series not delivered to the Trustee for
cancellation for principal, premium, if any, and accrued interest, to the date of maturity or redemption;
 



30











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


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


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


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










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


          Section
4.2. Defeasance and Covenant Defeasance. 


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

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

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

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

d.      this
    Section 4.2

 


31







2)      The
    Company may, at its option and at any time, elect to have the Obligations
    of the Company released with respect to Sections 8.1, 10.4 and 10.5 hereof
    with respect to Securities of any series (“Covenant Defeasance”),
    and thereafter any omission to comply with those covenants shall not constitute
    a Default or Event of Default with respect to the Securities of such series.
    In the event Covenant Defeasance occurs, the events set forth under Section
    5.1(3), (4), (5) and (6) hereof shall no longer constitute an Event of Default
    with respect to the Securities of such series.

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

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

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

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

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

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

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

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

 


32









 


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


          Section
4.4. Reinstatement. 


          (1)
If the Trustee or Paying Agent is unable to apply any money or Government Obligations
in accordance with Section 4.2(4) by reason of any legal proceeding or by
reason of any order or


 33







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


          (2)
If the Company’s obligations under this Indenture and the Securities of the
applicable series issued hereunder shall be revived and reinstated in
accordance with this Section 4.4, the Company shall be permitted, at its
discretion to withdraw all or a portion of the deposits made by the Company pursuant
to Section 4.2(4).


          (3)
If the Company elects not to withdraw any of the deposits made by the Company
pursuant to Section 4.2(4), if and when the Trustee or Paying Agent is
later permitted to apply all such money or Government Obligations in accordance
with and as contemplated by Section 4.2(4), the rights of the Company
shall be subrogated to the rights of the Holders of the Securities of the
applicable series to receive payments from the money or Government Obligations
deposited by the Company pursuant to Section 4.2(4) and held by the
Trustee or Paying Agent; provided that if the Company shall have made
any payment of principal or interest on the Securities of any series because of
the revival and reinstatement of its obligations, which payment is not sourced
from any amounts deposited by the Company pursuant to Section 4.2(4) (such
amount, in the aggregate, being referred to as the “Company Paid Amount”), the
Company shall be permitted, at its discretion, to withdraw all or a portion of
the deposits made by the Company pursuant to Section 4.2(4) up to the
Company Paid Amount.


ARTICLE 5


REMEDIES


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


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


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


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


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


34







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


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



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


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


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


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



          (8) the commencement by the Company of a voluntary proceeding under
any applicable bankruptcy, insolvency, reorganization (other than a reorganization under a foreign law that does not relate to insolvency) or other similar law or of a voluntary proceeding seeking to be adjudicated insolvent or the consent by the Company to the entry of a decree or order for relief in an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any insolvency proceedings against it, or the filing by the Company of a petition or answer or consent seeking reorganization, arrangement, adjustment or composition of the Company under any
such applicable law, or the consent by the
Company to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or similar official of the Company or any substantial part of the property of the Company or the making by the Company of an assignment for the benefit of creditors, or the taking of corporate action by the Company in furtherance of any such action or the admitting in writing by the Company of its inability to pay its debts generally as they become due.


35







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


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


36







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


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


          (1)
default is made in the payment of any installment of interest on any Security
or any Coupon appertaining thereto when such interest shall have become due and
payable and such default continues for a period of 30 days, or


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


the Company
shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of such Securities and any Coupons appertaining thereto, the whole
amount of money then due and payable with respect to such Securities and any Coupons
appertaining thereto, with interest upon the overdue principal, any premium
and, to the extent that payment of such interest shall be legally enforceable,
upon any overdue installments of interest, and in addition thereto, such
further amount of money as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel and all other amounts due
to the Trustee under Section 6.7.


          If
the Company shall fail to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and as trustee of an express trust, may institute
a judicial proceeding for the collection of the money so due and unpaid, and
may prosecute such proceeding to judgment or final decree, and may enforce the
same against the Company or any other obligor upon such Securities and any
Coupons appertaining thereto and collect the monies adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or any
other obligor upon such Securities and any Coupons appertaining thereto,
wherever situated. Every recovery of judgment in any such action or other
proceeding subject to the payment of the reasonable expenses, disbursements and
compensation of the Trustee, its agents and attorneys, shall be for the ratable
benefit of the Holders of such Securities that shall be the subject of such
action or proceeding.


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


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


 37







payment of any
overdue principal, premium or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise,


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


          (2)
to collect and receive any monies or other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder of Securities or any
Coupons to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders of
Securities or any Coupons, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and any other amounts due the Trustee under
Section 6.7.


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


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


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


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


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


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


 38







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


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


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


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


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


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


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


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


          Section
5.10. Rights and Remedies Cumulative. Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities or Coupons in the last paragraph of Section 3.6, no right or remedy
herein conferred upon or reserved to the Trustee or to each and every Holder of
a Security or a Coupon is intended to be exclusive of any other right or
remedy, and every right and remedy, to the extent permitted by law, shall be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The


 39







assertion or
employment of any right or remedy hereunder, or otherwise, shall not, to the
extent permitted by law, prevent the concurrent assertion or employment of any
other appropriate right or remedy.


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


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


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


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


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


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


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


          (2)
in respect of a covenant or provision hereof which under Article 9 cannot
be modified or amended without the consent of the Holder of each Outstanding
Security of such series affected.


          Upon
any such waiver, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed not to have occurred, for every purpose of
this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.


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


          Section
5.15. Undertaking for Costs. All parties to this Indenture agree, and
each Holder of any Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its


 40







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


ARTICLE 6


THE TRUSTEE


          Section
6.1. Certain Duties and Responsibilities. 


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


	
  
 	
  
 
	
  
 	
           (a)
 the Trustee undertakes to perform such duties and only such duties as are
 specifically set forth in this Indenture, and no implied covenants or
 obligations shall be read into this Indenture against the Trustee; and
 
	
  
 	
  
 
	
  
 	
           (b)
 in the absence of bad faith on its part, the Trustee may conclusively rely,
 as to the truth of the statements and the correctness of the opinions
 expressed therein, upon certificates or opinions furnished to the Trustee and
 conforming to the requirements of this Indenture.
 



          (2)
In case an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.


          (3)
No provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that:


	
  
 	
  
 
	
  
 	
           (a)
 this Subsection shall not be construed to limit the effect of
 Subsection (1) of this Section;
 
	
  
 	
  
 
	
  
 	
           (b)
 the Trustee shall not be liable for any error of judgment made in good faith
 by a Responsible Officer, unless it shall be proved that the Trustee was
 negligent in ascertaining the pertinent facts;
 
	
  
 	
  
 
	
  
 	
           (c)
 the Trustee shall not be liable with respect to any action taken or omitted
 to be taken by it in good faith in accordance with the direction of the
 Holders of a majority in principal amount of the Outstanding Securities of
 any series, relating to the time, method and place of conducting any
 proceeding for any remedy available to the Trustee, or exercising any trust
 or power conferred upon the Trustee, under this Indenture with respect to the
 Securities of such series.
 



 41







          (4)
Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section.


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


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


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


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


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


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


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


          (7)
The Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the
Trustee shall not be responsible for any misconduct or negligence on the part
of any agent or attorney appointed with due care by it hereunder.


          (8)
The Trustee shall not be liable for any action taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture.


          (9)
The Trustee shall not be charged with knowledge of any Default or Event of Default
with respect to the Securities of any series unless either (1) such Default or
Event of Default is actually known


 42







by a Responsible
Officer of the Trustee or (2) written notice of such Default or Event of
Default which is in fact such a Default or Event of Default is received by the
Trustee at the Corporate Trust Office of the Trustee and such notice references
the Securities and this Indenture.


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


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


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


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


          Section
6.3. Notice of Defaults. Within 90 days after the occurrence of any
default hereunder with respect to the Securities of any series, the Trustee
shall transmit by mail to all Holders of Securities of such series entitled to
receive reports pursuant to Section 7.3(3), notice of such default
hereunder actually known to a Responsible Officer of the Trustee, unless such
default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any), or interest, if any, on, or any sinking fund or purchase fund
installment with respect to, any Security of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the best interest of the Holders of Securities and Coupons of such
series.


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


43







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


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


          Section
6.7. Compensation and Reimbursement. The Company agrees:


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


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


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


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


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


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


          Section
6.8. Corporate Trustee Required; Eligibility. There shall at all times
be a Trustee hereunder that is a Corporation organized and doing business under
the laws of the United States of America, any state thereof or the District of
Columbia, that is eligible under Section 310(a)(1) of the Trust Indenture
Act to act as trustee under an indenture qualified under the Trust Indenture
Act and that has a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the Trust Indenture Act)


44







of at least
$50,000,000, and that is subject to supervision or examination by Federal or
state authority. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article. Also, if the Trustee
has or shall acquire a conflicting interest within the meaning of
Section 310(b) of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.
If Section 310(b) of the Trust Indenture Act is amended any time after the
date of this Indenture to change the circumstances under which a Trustee shall
be deemed to have a conflicting interest with respect to the Securities of any
series or to change any of the definitions in connection therewith, this Section 6.8
shall be automatically amended to incorporate such changes.


          Section
6.9. Resignation and Removal; Appointment of Successor. 


          (1)
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee pursuant to Section 6.10.


          (2)
The Trustee may resign at any time with respect to the Securities of one or
more series by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section 6.10 shall not
have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such
series.


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


          (4)
If at any time:


	
  
 	
  
 
	
  
 	
           (a)
 the Trustee shall fail to comply with the obligations imposed upon it under
 Section 310(b) of the Trust Indenture Act with respect to Securities of
 any series after written request therefor by the Company or any Holder of a
 Security of such series who has been a bona fide Holder of a Security of such
 series for at least six months, or
 
	
  
 	
  
 
	
  
 	
           (b)
 the Trustee shall cease to be eligible under Section 6.8 and shall fail
 to resign after written request therefor by the Company or any such Holder,
 or
 
	
  
 	
  
 
	
  
 	
           (c)
 the Trustee shall become incapable of acting or shall be adjudged a bankrupt
 or insolvent or a receiver of the Trustee or of its property shall be
 appointed or any public officer shall take charge or control of the Trustee
 or of its property or affairs for the purpose of rehabilitation, conservation
 or liquidation, then, in any such case, (i) the Company, by or pursuant
 to a Board Resolution, may remove the Trustee with respect to all Securities
 or the Securities of such series, or subject to Section 315(e) of the
 Trust Indenture Act, any Holder of a Security who has been a bona fide Holder
 of a Security of such series for at least six months may, on behalf of
 himself and all others similarly situated, petition any court of competent
 jurisdiction for the removal of the Trustee with respect to all Securities of
 such series and the appointment of a successor Trustee or Trustees.
 



45







          (5)
If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of such series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all
of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.10. If, within one year after such
resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 6.10, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed within three months after
such appointment might have been made hereunder by the Company or the Holders
of Securities and accepted appointment in the manner required by
Section 6.10, any Holder of a Security who has been a bona fide Holder of
a Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.


          (6)
The Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to the Holders
of Registered Securities, if any, of such series as their names and addresses
appear in the Security Register and, if Securities of such series are issued as
Bearer Securities, by publishing notice of such event once in an Authorized
Newspaper in each Place of Payment located outside the United States. Each
notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.


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


          Section
6.10. Acceptance of Appointment by Successor. 


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


          (2)
Upon the appointment hereunder of any successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and such successor Trustee shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, such successor Trustee
all the rights, powers, trusts and duties of the retiring 


46







Trustee with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates, (2) if the retiring Trustee is not
retiring with respect to all Securities, shall contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series as to which the retiring Trustee is not retiring shall continue to
be vested in the retiring Trustee, and (3) shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any notice given to, or received by, or any
act or failure to act on the part of any other Trustee hereunder, and, upon the
execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein, such retiring Trustee shall have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates other than as hereinafter expressly set forth, and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or such successor
Trustee, such retiring Trustee, upon payment of its charges with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates and subject to Section 10.3 shall duly assign, transfer
and deliver to such successor Trustee, to the extent contemplated by such
supplemental indenture, the property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, subject to its claim, if any,
provided for in Section 6.7.


          (3)
Upon request of any Person appointed hereunder as a successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (1) or (2) of this Section, as the case
may be.


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


          Section
6.11. Merger, Conversion, Consolidation or Succession to Business. Any
Corporation into which, the Trustee may be merged or converted or with which it
may be consolidated, or any Corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, shall be the successor
of the Trustee hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided, that
such Corporation shall be otherwise qualified and eligible under this Section.
In case any Securities shall have been authenticated but not delivered by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.


          Section
6.12. Appointment of Authenticating Agent. The Trustee may appoint one
or more Authenticating Agents acceptable to the Company with respect to one or
more series of Securities, and which shall be authorized to act on behalf of
the Trustee to authenticate Securities of that or those series issued upon
original issue, exchange, registration of transfer, partial redemption or
partial repayment or pursuant to Section 3.6, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
The Trustee hereby appoints [_________________________] the initial
Authenticating Agent for each series 


47







of Securities.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent.


          Each
Authenticating Agent must be acceptable to the Company and, except as provided
in or pursuant to this Indenture, shall at all times be a Corporation that
would be permitted by the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act, is authorized under applicable
law and by its charter to act as an Authenticating Agent and has a combined
capital and surplus (computed in accordance with Section 310(a)(2) of the
Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
specified in this Section.


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


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


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


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


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



48









	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
 [_____________________________________],
 
	
  
 	
  
 	
      as
 Trustee
 
	
  
 	
  
 	
  
 
	
 Date:
 	
  
 	
  
 	
 By:
 	
  
 
	
  
 	

 
 	
  
 	
  
 	

 
 
	
  
 	
  
 	
  
 	
      as
 Authenticating Agent
 
	
  
 	
  
 	
  
 



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


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


ARTICLE 7



HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY 


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


49







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


          (2)
at such other times as the Trustee may request in writing to the Company and
    the Security Registrar, within 30 days after the receipt by the Company and
    the Security Registrar of any such request, a list of similar form and content
    as of a date not more than 15 days prior to the time such list is furnished,


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


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


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


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


          Section
7.3. Reports by Trustee. 


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


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


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


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


          (1)
file with the Trustee, within 30 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended; or, if the Company is not required to file information, documents
or reports pursuant to either of said Sections, then it shall file with the
Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Securities Exchange Act of 1934, as amended, in 



50






respect of a
security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;


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


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


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


ARTICLE 8



CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES


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


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


          (2)
    the Person formed by or surviving any such consolidation or merger (if other
    than the Company) or the Person to which such sale, assignment, transfer,
    conveyance or other disposition has been made assumes by contract or operation
    of law all the obligations of the Company under the Securities and this Indenture,
    pursuant to agreements reasonably satisfactory to the Trustee; and


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


	
  
 	
  
 
	
  
 	
           (b) This Section 8.1 shall not apply to:
 



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


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


51







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


ARTICLE 9



SUPPLEMENTAL INDENTURES


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


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


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


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


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


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


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


52






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


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


          (8) make any change in this Section 9.2.


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


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


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


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


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


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


53






          (6) to conform the text of this Indenture or the Securities
to any provision of the Company’s
Registration Statement (No. 333-[        ]) on Form S-3 set forth under the heading “Description
of Debt Securities” thereunder; or


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


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


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


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


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


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


          Section
9.5. Effect of Supplemental Indentures. Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes; and, to the extent that such is or is made applicable
thereto, every Holder of a Security theretofore or thereafter authenticated and
delivered hereunder and of any Coupon appertaining thereto shall be bound
thereby.


          Section
9.6. Reference in Securities to Supplemental Indentures. Securities of
any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new 


54






Securities of
any series so modified as to conform, in the opinion of the Trustee
and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series in equal aggregate principal
amounts, and such exchange shall be made without cost to the Holders.


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


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


ARTICLE 10



COVENANTS


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


          Section
10.2. Maintenance of Office or Agency. The Company shall maintain in
each Place of Payment for any series of Securities an Office or Agency where
Securities of such series (but not Bearer Securities, except as otherwise
provided below, unless such Place of Payment is located outside the United
States) may be presented or surrendered for payment, where Securities of such
series may be surrendered for registration of transfer or exchange, where
Securities of such series that are convertible or exchangeable may be
surrendered for conversion or exchange, and where notices and demands to or
upon the Company in respect of the Securities of such series relating thereto
and this Indenture may be served. If Securities of a series are issuable as
Bearer Securities, the Company shall maintain, subject to any laws or
regulations applicable thereto, an Office or Agency in a Place of Payment for
such series which is located outside the United States where Securities of such
series and any Coupons appertaining thereto may be presented and surrendered
for payment; provided, however, that if the Securities of such
series are listed on The Stock Exchange of the United Kingdom and the Republic
of Ireland or the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Company
shall maintain a Paying Agent in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the
Securities of such series are listed on such exchange. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such Office or Agency. If at any time the Company shall fail to
maintain any such required Office or Agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, except
that Bearer Securities of such series and any Coupons appertaining thereto may
be presented and surrendered for payment at the place specified for the purpose
with respect to such Securities as provided in or pursuant to this Indenture,
and the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.


55






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


          The
Company may also from time to time designate one or more other Offices or
Agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to
maintain an Office or Agency in each Place of Payment for Securities of any
series for such purposes. The Company shall give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other Office or Agency. Unless otherwise provided in or pursuant to
this Indenture, the Company hereby designates as the Place of Payment for each
series of Securities the Borough of Manhattan, The City of New York, and
initially appoints the Corporate Trust Office of the Trustee as the Office or
Agency of the Company in the Borough of Manhattan, The City of New York for
such purpose. The Company may subsequently appoint a different Office or Agency
in the Borough of Manhattan, The City of New York for the Securities of any
series.


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


          Section
10.3. Money for Securities Payments to Be Held in Trust. If the Company
shall at any time act as its own Paying Agent, with respect to any series of Securities,
it shall, on or before each due date of the principal of, any premium or
interest on, any of the Securities of such series segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 3.1 for the Securities of such series) sufficient to pay the principal
or any premium or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided, and shall promptly
notify the Trustee of its action or failure so to act.


          Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it shall, no later than 11:00 am on the Business Day prior to each due date of
the principal of, any premium or interest on, any Securities of such series,
deposit with any Paying Agent a sum (in the currency or currencies, currency
unit or units or composite currency or currencies described in the preceding
paragraph) sufficient to pay the principal or any premium or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.


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


56






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


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


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


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


          Except
as otherwise provided herein or pursuant hereto, any money deposited with the
Trustee or any Paying Agent, or then held by the Company in trust for the payment of the
principal of, any premium or interest on, any Security of any series or any
Coupon appertaining thereto and remaining unclaimed for two years after such
principal or any such premium or interest shall have become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company), unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property laws, shall be discharged from such
trust; and the Holder of such Security or any Coupon appertaining thereto shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in an Authorized
Newspaper in each Place of Payment for such series or to be mailed to Holders
of Registered Securities of such series, or both, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication or mailing nor shall it be
later than two years after such principal and any premium or interest shall
have become due and payable, any unclaimed balance of such money then remaining
will be repaid to the Company.


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


	
  
 	
  
 
	
  
 	
           (a)
 Liens existing on the date on which the relevant Securities are issued under
 this Indenture;
 
	
  
 	
  
 
	
  
 	
           (b)
 the Company from creating, incurring or suffering to exist upon any of its property or assets any Lien in favor
of any Subsidiary of the Company;
 



57










	
  
 	
  
 
	
  
 	
           (c)
 the Company (i) from creating, incurring or suffering to exist a purchase money Lien upon any such property,
assets, capital stock or Indebtedness acquired by the Company prior to, at the time of, or within one year after
(1) in the case of physical property or assets, the later of the acquisition, completion of construction
(including any improvements on existing property) or commencement of commercial operation of such property or (2)
in the case of shares of Capital Stock, Indebtedness or other property or assets, the acquisition of such shares
of Capital Stock, Indebtedness, property or assets, (ii) from acquiring property or assets subject to Liens
existing thereon at the date of acquisition thereof, whether or not the Indebtedness secured by any such Lien is
assumed or guaranteed by the Company, or (iii) from creating, incurring or suffering to exist Liens upon any
property of any Person, which Liens exist at the time any such Person is merged with or into or consolidated with
the Company (or becomes a subsidiary of the Company) or which Liens exist at the time of a sale or transfer of
the properties of any such Person as an entirety or substantially as an entirety to the Company;
 
	
  
 	
  
 
	
  
 	
           (d)
 the Company from creating, incurring or suffering to exist upon any of its property or assets Liens in favor of
the United States or any state thereof or the District of Columbia, or any agency, department or other
instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of
any statute (including maintaining self-insurance or participating in any fund in connection with worker’s
compensation, disability benefits, unemployment insurance, old age pensions or other types of social benefits, or
joining in any other provisions or benefits available to companies participating in any such arrangements);
 
	
  
 	
  
 
	
  
 	
           (e)
 the Company from creating, incurring or suffering to exist upon any of its property or assets Liens securing its
obligations under letters of credit, Rate Management Transactions, bids, tenders, sales contracts, purchase
agreements, repurchase agreements, reverse repurchase agreements, bankers’ acceptances, leases, surety and
performance bonds, and other similar obligations, in each case, incurred in the ordinary course of business;
 
	
  
 	
  
 
	
  
 	
           (f)
the Company from creating, incurring or suffering to exist Liens upon any real property acquired or constructed
by the Company primarily for use in the conduct of its business;
 
	
  
 	
  
 
	
  
 	
           (g)
the Company from entering into any arrangement with any Person providing for the leasing by the Company of any
property or assets, which property or assets have been or will be sold or transferred by the Company to such
Person with the intention that such property or assets will be leased back to the Company, if the obligations in
respect of such lease would not be included as liabilities on its consolidated balance sheet;
 
	
  
 	
  
 
	
  
 	
           (h)
 the Company from creating, incurring or suffering to exist upon any of its property or assets Liens to secure
non-recourse debt in connection with its engaging in any leveraged or single- investor or other lease
transactions, whether (in the case of Liens on or relating to leases or groups of leases or the particular
properties subject thereto) such Liens are on the particular properties subject to any leases involved in any of
such transactions and/or the rental or other payments or rights under such leases or, in the case of any group of
related or unrelated leases, on the properties subject to the leases comprising such group and/or on the rental
or other payments or rights under such leases, or on any direct or indirect interest therein, and whether (in any
case) (A) such Liens are created prior to, at the time of, or at any time after the entering into of such lease
transactions and/or (B) such leases are in existence prior to, or 
 



58










	
  
 	
  
 
	
  
 	
 entered into by the Company at the time of or
at any time after, the purchase or other acquisition by the Company of the properties subject to such leases;
 
	
  
 	
  
 
	
  
 	
           (i)
the Company from creating, incurring or suffering to exist (A) other consensual Liens in the ordinary course of its
business that secure Indebtedness that, in accordance with generally accepted accounting
principles, would not be included in total liabilities as shown on its consolidated balance sheet, or
(B) Liens created by the Company in connection with any transaction intended by the Company to be a sale of its
property or assets, provided that such Liens are upon any or all of the property or assets
intended to be sold, the income from such property or assets and/or the proceeds of such property or assets; 
 
	
  
 	
  
 
	
  
 	
           (j)
the Company from creating, incurring or suffering to exist Liens on property or assets financed through
tax-exempt municipal obligations, provided that such Liens are only on the property or assets so financed; 
 
	
  
 	
  
 
	
  
 	
           (k)
any extension, renewal, refinancing or replacement (or successive extensions, renewals, refinancings or
replacements), in whole or in part, of any of the foregoing; provided, however, that any such extension, renewal,
refinancing or replacement shall be limited to all or a part of the property or assets (or substitutions
therefor) which secured the Lien so extended, renewed, refinanced or replaced (plus improvements on such
property); and 
 
	
  
 	
  
 
	
  
 	
           (l)
the Company from creating, incurring or suffering to exist any other Lien not otherwise permitted by any of the
foregoing clauses (a) through (k) above; provided that the maximum amount of Indebtedness secured by Liens in
reliance on this clause (l) shall not exceed, at the time of and after giving effect to the incurrence of any
Indebtedness secured by a Lien in reliance on this clause (l), an amount equal to the greater of $900 million or
10% of the excess of its consolidated total assets over its consolidated liabilities, as
shown on its balance sheet for the most recent fiscal quarter for which financial statements are
publicly available in accordance with generally accepted accounting principles at the date of measurement. 
 



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


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


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



          Section
10.5. Corporate Existence. Subject to Article 8, the Company shall
do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence and do or cause to be done all
things necessary to preserve and keep in full force and effect the 


59






corporate
existence of each of its Subsidiaries and its and their rights (charter and
statutory) and franchises; provided, however, that the foregoing
shall not obligate the Company or any of its Subsidiaries to preserve any such
right or franchise if the Company or any such Subsidiary shall determine that
the preservation thereof is no longer desirable in the conduct of its business
or the business of such Subsidiary and that the loss thereof is not disadvantageous
in any material respect to any Holder.


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


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


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


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



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


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


ARTICLE 11



REDEMPTION OF SECURITIES


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


60






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


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

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

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


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


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


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


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


          All
notices of redemption shall state:


          (1)
the Redemption Date,


          (2)
the Redemption Price,


61






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


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


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


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


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


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


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


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


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


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


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


          Section
11.5. Deposit of Redemption Price. One Business Day prior to any
Redemption Date, the Company shall deposit, with respect to the Securities of
any series called for redemption pursuant to Section 11.4, with the Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.3) an amount of money in the applicable Currency
sufficient to pay 


62






the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date,
unless otherwise specified pursuant to Section 3.1 or in the Securities of
such series) any accrued interest on, all such Securities or portions thereof
which are to be redeemed on that date.


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


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


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


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


63






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


ARTICLE 12



SINKING FUNDS


          Section
12.1. Applicability of Article. The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of a series,
except as otherwise permitted or required in or pursuant to this Indenture or
any Security of such series issued pursuant to this Indenture.


          The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of such series is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 12.2. Each sinking fund payment shall be applied to
the redemption of Securities of any series as provided for by the terms of Securities
of such series and this Indenture.


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


          Section
12.3. Redemption of Securities for Sinking Fund. Not less than 75 days
prior to each sinking fund payment date for any series of Securities, the
Company shall deliver to the Trustee an Officers’ Certificate specifying the
amount of the next, ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting of Securities of that series pursuant to
Section 12.2, and the optional amount, if any, to be added in cash to the
next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so credited and not theretofore delivered. If such
Officers’ Certificate shall specify an optional amount to be 


64






added in cash
to the next ensuing mandatory sinking fund payment, the Company shall thereupon
be obligated to pay the amount therein specified. Not less than 60 days before
each such sinking fund payment date the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in Section 11.3
and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 11.4. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 11.6 and 11.7.


ARTICLE 13



REPAYMENT AT THE OPTION OF HOLDERS


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


ARTICLE 14



SECURITIES IN FOREIGN CURRENCIES


          Section
14.1. Applicability of Article. Whenever this Indenture provides for any
action by, or the determination of any of the rights of, Holders of Securities
of any series in which not all of such Securities are denominated in the same
Currency, or any distribution to Holders of Securities, in the absence of any
provision to the contrary in the form of Security of any particular series or
pursuant to this Indenture or the Securities, any amount in respect of any
Security denominated in a Currency other than Dollars shall be treated for any
such action or distribution as that amount of Dollars that could be obtained for
such amount on such reasonable basis of exchange and as of the record date with
respect to Registered Securities of such series (if any) for such action,
determination of rights or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such action,
determination of rights or distribution) as the Company may specify in a
written notice to the Trustee.


ARTICLE 15



MEETINGS OF HOLDERS OF SECURITIES


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


65






by this
Indenture or under applicable law, to be made, given or taken by Holders of
Securities of such series.


          Section
15.2. Call, Notice and Place of Meetings.


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


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


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


          Section
15.4. Quorum; Action. The Persons entitled to vote a majority in
aggregate principal amount of the Outstanding Securities of the relevant series
shall constitute a quorum for any meeting of Holders of Securities of such
series. In the absence of a quorum within 30 minutes after the time appointed
for any such meeting, the meeting shall, if convened at the request of Holders
of Securities of such series, be dissolved. In any other case the meeting may
be adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any reconvened meeting, such reconvened meeting may be
further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such reconvened meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided
in Section 15.2(1), except that such notice need be given only once not
less than five days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.


          Except as limited by Section 9.2, any resolution presented to a meeting
or adjourned meeting duly reconvened at which a quorum is present as aforesaid
may be adopted only by the affirmative vote of the Holders of a majority in
principal amount of the Outstanding Securities of that 


66






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


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


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



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


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


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


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


          Section
15.6. Counting Votes and Recording Action of Meetings. The vote upon any
resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the
Holders of Securities of such series or of their representatives by proxy and
the principal amounts and serial numbers of the Outstanding Securities of 


67







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


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


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


	
  
 	
  
 	
  
 
	
  
 	
 CIT GROUP
 INC.
 
	
  
 	
  
 	
  
 
	
  
 	
 By: 
 	
  
 
	
  
 	
  
 	

 
 
	
  
 	
  
 	
 Name: 
 
	
  
 	
  
 	
 Title: 
 
	
  
 	
  
 	
  
 
	
  
 	
 [_______________________________________],
 
	
  
 	
     as Trustee
 
	
  
 	
  
 	
  
 
	
  
 	
 By: 
 	
  
 
	
  
 	
  
 	

 
 
	
  
 	
  
 	
 Name: 
 
	
  
 	
  
 	
 Title: 
 
	
  
 	
  
 	
  
 
	
  
 	
 [_______________________________________],
 
	
  
 	
     as
 Paying Agent, Security Registrar and Authenticating Agent
 
	
  
 	
  
 	
  
 
	
  
 	
 By: 
 	
  
 
	
  
 	
  
 	

 
 
	
  
 	
  
 	
 Name: 
 
	
  
 	
  
 	
 Title: 
 
	
  
 	
  
 	
  
 
	
  
 	
 By: 
 	
  
 
	
  
 	
  
 	

 
 
	
  
 	
  
 	
 Name: 
 
	
  
 	
  
 	
 Title:
 



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