China Valves Technology, Inc.: Exhibit 4.2 - Prepared by TNT
Filings Inc.




  




Exhibit 4.2


	
  

 
	
  

 



China
Valves Technology, Inc.


TO


 [               ] 


             
                  
                  Trustee


	
  

 
	
  

 


Indenture


Dated as of __, 200_


	
  

 
	
  

 






	
  

 
	
  

 






TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Page 

 
	
 
ARTICLE I

 

 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 101.

 	
  

 	
 Definitions

 	
  

 	
 1

 
	
 Section 102.

 	
  

 	
 Compliance
 Certificates and Opinions

 	
  

 	
 9

 
	
 Section 103.

 	
  

 	
 Form of
 Documents Delivered to Trustee

 	
  

 	
 9

 
	
 Section 104.

 	
  

 	
 Acts of
 Holders

 	
  

 	
 10

 
	
 Section 105.

 	
  

 	
 Notices,
 Etc. to Trustee and Company

 	
  

 	
 11

 
	
 Section 106.

 	
  

 	
 Notice to
 Holders; Waiver

 	
  

 	
 11

 
	
 Section 107.

 	
  

 	
 Conflict
 With Trust Indenture Act

 	
  

 	
 12

 
	
 Section 108.

 	
  

 	
 Effect of
 Headings and Table of Contents

 	
  

 	
 12

 
	
 Section 109.

 	
  

 	
 Successors
 and Assigns

 	
  

 	
 12

 
	
 Section 110.

 	
  

 	
 Separability
 Clause

 	
  

 	
 12

 
	
 Section 111.

 	
  

 	
 Benefits of
 Indenture

 	
  

 	
 12

 
	
 Section 112.

 	
  

 	
 Governing
 Law

 	
  

 	
 13

 
	
 Section 113.

 	
  

 	
 Legal
 Holidays

 	
  

 	
 13

 
	
 Section 114.

 	
  

 	
 Rules by
 Trustee and Agents

 	
  

 	
 13

 
	
 Section 115.

 	
  

 	
 No Recourse
 Against Others

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE II

 

 SECURITY FORMS

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 201.

 	
  

 	
 Forms
 Generally

 	
  

 	
 13

 
	
 Section 202.

 	
  

 	
 Form of
 Trustee’s Certificate of Authentication

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE III

 

 THE SECURITIES

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 301.

 	
  

 	
 Amount
 Unlimited; Issuable in Series

 	
  

 	
 14

 
	
 Section 302.

 	
  

 	
 Denominations

 	
  

 	
 19

 
	
 Section 303.

 	
  

 	
 Execution,
 Authentication, Delivery and Dating

 	
  

 	
 19

 
	
 Section 304.

 	
  

 	
 Temporary
 Securities

 	
  

 	
 21

 


i








	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 305.

 	
  

 	
 Registration,
 Registration of Transfer and Exchange

 	
  

 	
 22

 
	
 Section 306.

 	
  

 	
 Mutilated,
 Destroyed, Lost and Stolen Securities

 	
  

 	
 23

 
	
 Section 307.

 	
  

 	
 Payment of
 Interest; Interest Rights Preserved

 	
  

 	
 24

 
	
 Section 308.

 	
  

 	
 Persons
 Deemed Owners

 	
  

 	
 25

 
	
 Section 309.

 	
  

 	
 Cancellation

 	
  

 	
 26

 
	
 Section 310.

 	
  

 	
 Computation
 of Interest

 	
  

 	
 26

 
	
 Section 311.

 	
  

 	
 Global
 Securities; Exchanges; Registration and Registration of Transfer

 	
  

 	
 26

 
	
 Section 312.

 	
  

 	
 Extension of
 Interest Payment

 	
  

 	
 28

 
	
  

 
	
 ARTICLE IV

 

 SATISFACTION AND DISCHARGE

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 401.

 	
  

 	
 Satisfaction
 and Discharge of Indenture

 	
  

 	
 28

 
	
 Section 402.

 	
  

 	
 Application
 of Trust Money

 	
  

 	
 29

 
	
 Section 403.

 	
  

 	
 Satisfaction,
 Discharge and Defeasance of Securities of Any Series

 	
  

 	
 30

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE V

 

 REMEDIES

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 501.

 	
  

 	
 Events of
 Default

 	
  

 	
 31

 
	
 Section 502.

 	
  

 	
 Acceleration
 of Maturity; Rescission and Annulment

 	
  

 	
 33

 
	
 Section 503.

 	
  

 	
 Collection
 of Indebtedness and Suits for Enforcement by Trustee

 	
  

 	
 34

 
	
 Section 504.

 	
  

 	
 Trustee May
 File Proofs of Claim

 	
  

 	
 35

 
	
 Section 505.

 	
  

 	
 Trustee May
 Enforce Claims Without Possession of Securities or Coupons

 	
  

 	
 35

 
	
 Section 506.

 	
  

 	
 Application
 of Money Collected

 	
  

 	
 36

 
	
 Section 507.

 	
  

 	
 Limitation
 on Suits

 	
  

 	
 36

 
	
 Section 508.

 	
  

 	
 Unconditional
 Right of Holders to Receive Principal, Premium and Interest

 	
  

 	
 37

 
	
 Section 509.

 	
  

 	
 Restoration
 of Rights and Remedies

 	
  

 	
 37

 
	
 Section 510.

 	
  

 	
 Rights and
 Remedies Cumulative

 	
  

 	
 37

 
	
 Section 511.

 	
  

 	
 Delay or
 Omission Not Waiver

 	
  

 	
 37

 
	
 Section 512.

 	
  

 	
 Control by
 Holders

 	
  

 	
 37

 
	
 Section 513.

 	
  

 	
 Waiver of
 Past Defaults

 	
  

 	
 38

 
	
 Section 514.

 	
  

 	
 Undertaking
 for Costs

 	
  

 	
 38

 
	
 Section 515.

 	
  

 	
 Waiver of
 Stay or Extension Laws

 	
  

 	
 39

 


ii








	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VI

 

 THE TRUSTEE

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 601.

 	
  

 	
 Certain
 Duties and Responsibilities

 	
  

 	
 39

 
	
 Section 602.

 	
  

 	
 Notice of
 Defaults

 	
  

 	
 40

 
	
 Section 603.

 	
  

 	
 Certain
 Rights of Trustee

 	
  

 	
 40

 
	
 Section 604.

 	
  

 	
 Not
 Responsible for Recitals or Issuance of Securities

 	
  

 	
 41

 
	
 Section 605.

 	
  

 	
 May Hold
 Securities

 	
  

 	
 42

 
	
 Section 606.

 	
  

 	
 Money Held
 in Trust

 	
  

 	
 42

 
	
 Section 607.

 	
  

 	
 Compensation
 and Reimbursement

 	
  

 	
 42

 
	
 Section 608.

 	
  

 	
 Disqualification;
 Conflicting Interests

 	
  

 	
 42

 
	
 Section 609.

 	
  

 	
 Corporate
 Trustee Required; Eligibility

 	
  

 	
 43

 
	
 Section 610.

 	
  

 	
 Resignation
 and Removal; Appointment of Successor

 	
  

 	
 43

 
	
 Section 611.

 	
  

 	
 Acceptance
 of Appointment by Successor

 	
  

 	
 45

 
	
 Section 612.

 	
  

 	
 Merger,
 Conversion, Consolidation or Succession to Business

 	
  

 	
 46

 
	
 Section 613.

 	
  

 	
 Preferential
 Collection of Claims Against Company

 	
  

 	
 46

 
	
 Section 614.

 	
  

 	
 Appointment
 of Authenticating Agent

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VII

 

 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 701.

 	
  

 	
 Company to
 Furnish Trustee Names and Addresses of Holders

 	
  

 	
 48

 
	
 Section 702.

 	
  

 	
 Preservation
 of Information; Communications to Holders

 	
  

 	
 49

 
	
 Section 703.

 	
  

 	
 Reports by
 Trustee

 	
  

 	
 50

 
	
 Section 704.

 	
  

 	
 Reports by
 Company

 	
  

 	
 51

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VIII

 

 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

 
	
  

 
	
 Section 801.

 	
  

 	
 Company May
 Consolidate, Etc. Only on Certain Terms

 	
  

 	
 52

 
	
 Section 802.

 	
  

 	
 Successor
 Corporation Substituted

 	
  

 	
 52

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IX

 

 SUPPLEMENTAL INDENTURES

 
	
  

 
	
 Section 901.

 	
  

 	
 Supplemental
 Indentures Without Consent of Holders

 	
  

 	
 53

 
	
 Section 902.

 	
  

 	
 Supplemental
 Indentures With Consent of Holders

 	
  

 	
 54

 


iii








	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 903.

 	
  

 	
 Execution of
 Supplemental Indentures

 	
  

 	
 56

 
	
 Section 904.

 	
  

 	
 Effect of
 Supplemental Indentures

 	
  

 	
 57

 
	
 Section 905.

 	
  

 	
 Conformity
 With Trust Indenture Act

 	
  

 	
 57

 
	
 Section 906.

 	
  

 	
 Reference in
 Securities to Supplemental Indentures

 	
  

 	
 57

 
	
 Section 907.

 	
  

 	
 Revocation
 and Effect of Consents

 	
  

 	
 57

 
	
 Section 908.

 	
  

 	
 Modification
 Without Supplemental Indenture

 	
  

 	
 58

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE X

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 COVENANTS

 
	
  

 
	
 Section
 1001.

 	
  

 	
 Payment of
 Principal, Premium and Interest

 	
  

 	
 58

 
	
 Section
 1002.

 	
  

 	
 Maintenance
 of Office or Agency

 	
  

 	
 59

 
	
 Section
 1003.

 	
  

 	
 Money for
 Securities Payments to Be Held in Trust

 	
  

 	
 60

 
	
 Section
 1004.

 	
  

 	
 Corporate
 Existence

 	
  

 	
 61

 
	
 Section
 1005.

 	
  

 	
 Defeasance
 of Certain Obligations

 	
  

 	
 61

 
	
 Section
 1006.

 	
  

 	
 Statement by
 Officers as to Default

 	
  

 	
 63

 
	
 Section
 1007.

 	
  

 	
 Waiver of Certain
 Covenants

 	
  

 	
 63

 
	
 Section
 1008.

 	
  

 	
 Maintenance
 of Properties

 	
  

 	
 64

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE XI

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 REDEMPTION OF SECURITIES

 
	
  

 
	
 Section
 1101.

 	
  

 	
 Applicability
 of Article

 	
  

 	
 64

 
	
 Section
 1102.

 	
  

 	
 Election to
 Redeem; Notice to Trustee

 	
  

 	
 64

 
	
 Section
 1103.

 	
  

 	
 Selection by
 Trustee of Securities to Be Redeemed

 	
  

 	
 65

 
	
 Section
 1104.

 	
  

 	
 Notice of
 Redemption

 	
  

 	
 65

 
	
 Section
 1105.

 	
  

 	
 Securities
 Payable on Redemption Date

 	
  

 	
 66

 
	
 Section
 1106.

 	
  

 	
 Securities
 Redeemed in Part

 	
  

 	
 67

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE XII

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SINKING FUNDS

 
	
  

 
	
 Section
 1201.

 	
  

 	
 Applicability
 of Article

 	
  

 	
 67

 
	
 Section
 1202.

 	
  

 	
 Satisfaction
 of Sinking Fund Payments With Securities

 	
  

 	
 67

 
	
 Section
 1203.

 	
  

 	
 Redemption
 of Securities for Sinking Fund

 	
  

 	
 68

 


iv








	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE XIII

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 REPAYMENT OF SECURITIES AT OPTION OF HOLDERS

 
	
  

 
	
 Section
 1301.

 	
  

 	
 Applicability
 of Article

 	
  

 	
 68

 
	
 Section
 1302.

 	
  

 	
 Notice of
 Repayment Date

 	
  

 	
 68

 
	
 Section
 1303.

 	
  

 	
 Securities
 Payable on Repayment Date

 	
  

 	
 70

 
	
 Section
 1304.

 	
  

 	
 Securities
 Repaid in Part

 	
  

 	
 70

 


v





          INDENTURE,
dated as of [          ],
200_, between CHINA VALVES TECHNOLOGY, INC., a corporation duly organized and
existing under the laws of the State of Nevada (herein called the “Company”), and
[                 ]
(herein called the “Trustee”). 


RECITALS OF THE COMPANY


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


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


          NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


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


ARTICLE I


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 


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


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


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


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


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


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




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


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


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


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


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


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


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


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


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


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


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


2




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


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


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



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


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


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


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


          “Eligible Obligations” means: 


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


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


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


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


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


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


3





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


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


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


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


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


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


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



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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



4








	
  

 	
  

 
	
  

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

 



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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 (z) the
 principal amount of any Security which is denominated in a currency other
 than Dollars or in a composite currency that shall be deemed to be
 Outstanding for such purposes shall be the amount of Dollars that could have
 been purchased by the principal amount (or, in the case of an Original Issue
 Discount Security, the Dollar equivalent on the date determined as set forth
 below of the amount determined as provided in (x) above) of such currency or
 composite currency evidenced by such Security, in each such case certified to
 the Trustee in an Officer’s Certificate based (i) on the average of the mean
 of the buying and selling spot rates quoted by three banks which are members
 of the New York Clearing House Association selected by the Company in effect
 at 11:00 A.M. (New York time) in The City of New York on the fifteenth
 Business Day preceding any such determination or (ii) if on such fifteenth
 Business Day it is not possible or practicable to obtain such
 quotations from such three banks, on such other quotations or alternative
 methods of determination that shall be as consistent as practicable with the
 method set forth in (i) above. 

 


5








	
  

 	
  

 



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


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


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


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


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


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


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


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


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


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


6




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


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


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


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



          “Senior Securities” means Securities
other than Subordinated Securities. 


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


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


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


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


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


7





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


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


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



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


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


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


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


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


8





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


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


	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 


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


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


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


9




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


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


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


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


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


10




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


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


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


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


11





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


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


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


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


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


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


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


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


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


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


12





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


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


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


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


ARTICLE II


SECURITY FORMS


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


13




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


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


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


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


	
  

 	
  

 	
  

 
	
  

 	
 [                   ]

        as Trustee 

 
	
  

 	
  

 
	
  

 	
 By

 
	
  

 	
  

 	 

 
	
  

 	
 Authorized Officer

 


ARTICLE III


THE SECURITIES


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


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


	
  

 	
  

 
	
  

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

 


14








	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


15








	
  

 	
  

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


16








	
  

 	
  

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


17








	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 






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


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


18




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


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


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


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


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


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


19





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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


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


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


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


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


20





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



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


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


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


21





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


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


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


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


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


22




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


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


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


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


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


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


23




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


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


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


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


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


	
  

 	
  

 
	
  

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

 


24








	
  

 	
  

 
	
  

 	
  

 
	
  

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

 


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


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


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


25





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


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


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


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


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


26






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


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


27




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


ARTICLE IV


SATISFACTION AND DISCHARGE


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


	
  

 	
  

 	
  

 
	
  

 	
 (1)

 	
  either

 






	
  

 	
  

 
	
  

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

 






	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                 (i)       have
 become due and payable, or 

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 


28








	
  

 	
  

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


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


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


29








	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 






	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



provided that, the
following conditions shall have been satisfied: 


	
  

 	
  

 
	
  

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

 


30








	
  

 	
  

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


ARTICLE V


REMEDIES


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


31








	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


32








	
  

 	
  

 
	
  

 	
  

 
	
  

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

 


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


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


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


33





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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 and 

 
	
  

 	
  

 
	
  

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

 


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


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


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


34





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


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


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


          Section
505.    Trustee May Enforce Claims Without Possession of Securities or Coupons.



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


35




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


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


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


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


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


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (5)          no
 direction inconsistent with such written request has been given to the
 Trustee during such 60-day period by the Holders of a majority in aggregate
 principal amount of the Outstanding Securities of all series; 

 


36




it being understood and intended that (subject to Section 508) no one or more of such Holders
shall have any right in any manner whatever by virtue of, or by availing of,
any provision of this Indenture to affect, disturb or prejudice the rights of
any other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all of such Holders. 


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


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


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


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


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


37





	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


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


38





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


ARTICLE VI


THE TRUSTEE


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


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


	
  

 	
  

 
	
  

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

 


39








	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


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


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


	
  

 	
  

 
	
  

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

 


40








	
  

 	
  

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


41





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


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


          Section
607.    Compensation and Reimbursement. The Company agrees 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


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


42





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


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



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


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


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


                  
  (e)         If at
any time: 


	
  

 	
  

 
	
  

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

 


43








	
  

 	
  

 
	
  

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

 
	
  

 
	
  

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

 


then, in any such case, subject to Section
514, any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee
with respect to all Securities and the appointment of a successor Trustee or
Trustees. 


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


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


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


44





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


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


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


45




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


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


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


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


46





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


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


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


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


47




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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 [                               ]

 	
  

 
	
  

 	
 As Trustee

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 As Authenticating Agent on behalf of the Trustee

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Authorized Officer of Authenticating Agent

 






	
  

 	
  

 
	
 Dated:

 	
  

 
	
  

 	 

 


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


ARTICLE VII


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
COMPANY


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


	
  

 	
  

 
	
  

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

 


48








	
  

 	
  

 
	
  

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

 


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


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


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


49





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


           Section
703.    Reports by Trustee. (a) Within 60 days after
May 15 of each year commencing with the year 200_, the Trustee shall transmit
by mail to all Holders of Registered Securities of any series, as their names
and addresses appear in the Security Register and to all other Holders who are
entitled to receive reports pursuant to Section
704(3), a brief report dated as of such May 15 with respect to any
of the following events which may have occurred within the previous 12 months
(but if no such event has occurred within such period no report need be
transmitted): 


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


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


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


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



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


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


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


50





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


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


          Section
704.    Reports by Company. The Company shall: 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


51








	
  

 	
  

 


ARTICLE VIII


CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


52




ARTICLE IX


SUPPLEMENTAL INDENTURES


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


53








	
  

 	
  

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


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


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


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


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


54





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


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


55








	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


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


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


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


56





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


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


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


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


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


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


57





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


ARTICLE X


COVENANTS


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


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


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


58





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



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


59




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


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


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


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


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


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


	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 


60








	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

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

 


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


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


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


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


61





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


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


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


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


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


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


62




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


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


	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

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

 


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


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


63





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


ARTICLE XI


REDEMPTION OF SECURITIES


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


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


64





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


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


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


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


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


          All notices
of redemption shall state: 


	
  

 	
  

 	
  

 
	
  

 	
           (1)     the
 Redemption Date, 

 
	
  

 	
  

 	
  

 
	
  

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

 


65








	
   

 	
   

 	
   

 
	
   

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

 
	
   

 	
   

 
	
   

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

 
	
   

 	
   

 
	
   

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

 
	
   

 	
   

 
	
   

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

 
	
   

 	
   

 
	
   

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

 
	
   

 	
   

 
	
   

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

 


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


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


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


66





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


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


ARTICLE XII


SINKING FUNDS


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


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


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


67





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



ARTICLE XIII


REPAYMENT OF SECURITIES AT OPTION OF HOLDERS 


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


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


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


	
  

 	
  

 
	
  

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

 


68








	
   

 	
   

 
	
   

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

 
	
   

 	
   

 
	
   

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

 
	
   

 	
   

 
	
   

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

 
	
   

 	
   

 
	
   

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

 
	
   

 	
   

 
	
   

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

 
	
   

 	
   

 
	
   

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

 
	
   

 	
   

 
	
   

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

 
	
   

 	
   

 
	
   

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

 
	
   

 	
   

 
	
   

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

 
	
   

 	
   

 
	
   

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

 


69




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


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


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


70








	
  

 	
  

 	
  

 
	
  

 	 


 	
  

 


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


71




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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
                 CHINA
 VALVES TECHNOLOGY, INC.

 
	
  

 	
  

 	
  

 	
  

 
	
 [CORPORATE
 SEAL]

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By 

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Chief
 Executive Officer

 
	
  

 	
  

 	
  

 	
  

 
	
 Attest:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	 

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Secretary

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 [                    ]

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By 

 	
  

 
	
  

 	
  

 	
  

 	 

 












	
  

 
	
 STATE OF
 [           ]

 
	
 )     

 
	
 ) ss: 

 
	
 CITY OF
 [           ] AND COUNTY OF
 [               ]) 

 


          On the           day
of [          ] 200_, before me personally came _______, to me known, who, being by me
duly sworn, did depose and say that he is Secretary of CHINA VALVES TECHNOLOGY,
INC., one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed
to said instruments is such corporate seal; that it was so affixed by authority
of the By-Laws of said corporation, and that he signed his name thereto by
authority of the Board of Directors of said corporation. 


	
  

 	
  

 
	
  

 	 

 









China Valves Technology, Inc.

Reconciliation and tie between Trust Indenture Act of 1939 and

Indenture, dated as of    __, 200_


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Trust Indenture

 Act Section

 	
  

 	
  

 	
 Indenture Sections

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 §

 	
 310

 	
 (a)(1)

 	
  

 	
  

 	
  

 	
 609

 
	
  

 	
  

 	
 (a)(2)

 	
  

 	
  

 	
  

 	
 609

 
	
  

 	
  

 	
 (a)(3)

 	
  

 	
  

 	
  

 	
 Not Applicable

 
	
  

 	
  

 	
 (a)(4)

 	
  

 	
  

 	
  

 	
 Not
 Applicable

 
	
  

 	
  

 	
 (a)(5)

 	
  

 	
  

 	
  

 	
 609

 
	
  

 	
  

 	
 (b)

 	
  

 	
  

 	
  

 	
 608

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 610

 
	
 §

 	
 311

 	
 (a)

 	
  

 	
  

 	
  

 	
 613(a)

 
	
  

 	
  

 	
 (b)

 	
  

 	
  

 	
  

 	
 613(b)

 
	
  

 	
  

 	
 (b)(2)

 	
  

 	
  

 	
  

 	
 703(a)(2)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 703(b)

 
	
 §

 	
 312

 	
 (a)

 	
  

 	
  

 	
  

 	
 701

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 702(a)

 
	
  

 	
  

 	
 (b)

 	
  

 	
  

 	
  

 	
 702(b)

 
	
  

 	
  

 	
 (c)

 	
  

 	
  

 	
  

 	
 702(c)

 
	
 §

 	
 313

 	
 (a)

 	
  

 	
  

 	
  

 	
 703(a)

 
	
  

 	
  

 	
 (b)

 	
  

 	
  

 	
  

 	
 703(b)

 
	
  

 	
  

 	
 (c)

 	
  

 	
  

 	
  

 	
 703(a),
 703(b)

 
	
  

 	
  

 	
 (d)

 	
  

 	
  

 	
  

 	
 703(c)

 
	
 §

 	
 314

 	
 (a)

 	
  

 	
  

 	
  

 	
 704

 
	
  

 	
  

 	
 (b)

 	
  

 	
  

 	
  

 	
 Not
 Applicable

 
	
  

 	
  

 	
 (c)(1)

 	
  

 	
  

 	
  

 	
 102

 
	
  

 	
  

 	
 (c)(2)

 	
  

 	
  

 	
  

 	
 102

 
	
  

 	
  

 	
 (c)(3)

 	
  

 	
  

 	
  

 	
 Not
 Applicable

 
	
  

 	
  

 	
 (d)

 	
  

 	
  

 	
  

 	
 Not
 Applicable

 
	
  

 	
  

 	
 (e)

 	
  

 	
  

 	
  

 	
 102

 
	
 §

 	
 315

 	
 (a)

 	
  

 	
  

 	
  

 	
 601(a)

 
	
  

 	
  

 	
 (b)

 	
  

 	
  

 	
  

 	
 602

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 703(a)(7)

 
	
  

 	
  

 	
 (c)

 	
  

 	
  

 	
  

 	
 601(b)

 
	
  

 	
  

 	
 (d)

 	
  

 	
  

 	
  

 	
 601(c)

 
	
  

 	
  

 	
 (d)(l)

 	
  

 	
  

 	
  

 	
 601(a)(1)

 
	
  

 	
  

 	
 (d)(2)

 	
  

 	
  

 	
  

 	
 601(c)(2)

 
	
  

 	
  

 	
 (d)(3)

 	
  

 	
  

 	
  

 	
 601(c)(3)

 
	
  

 	
  

 	
 (e)

 	
  

 	
  

 	
  

 	
 514

 
	
 §

 	
 316

 	
 (a)

 	
  

 	
  

 	
  

 	
 101

 
	
  

 	
  

 	
 (a)(1)(A)

 	
  

 	
  

 	
  

 	
 502

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 512

 
	
  

 	
  

 	
 (a)(1)(B)

 	
  

 	
  

 	
  

 	
 513

 


2








	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)(2)

 	
  

 	
  

 	
  

 	
 Not
 Applicable

 
	
  

 	
  

 	
 (b)

 	
  

 	
  

 	
  

 	
 508

 
	
  

 	
  

 	
 (c)

 	
  

 	
  

 	
  

 	
 104(g)

 
	
 §

 	
 317

 	
 (a)(l)

 	
  

 	
  

 	
  

 	
 503

 
	
  

 	
  

 	
 (a)(2)

 	
  

 	
  

 	
  

 	
 504

 
	
  

 	
  

 	
 (b)

 	
  

 	
  

 	
  

 	
 1003

 
	
 §

 	
 318

 	
 (a)

 	
  

 	
  

 	
  

 	
 107

 





	
  

 	
  

 
	 

 	
  

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

 


3