exv4w1






Exhibit 4.1




EXECUTION COPY




 

 






NATIONAL RURAL UTILITIES




COOPERATIVE FINANCE CORPORATION




to




CHEMICAL BANK, Trustee.




 






Indenture

 






Dated as of December 15, 1987




 

 












 



 








NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION




Reconciliation and Tie Between 

Trust Indenture Act of 1939 and Indenture */




	 	 	 	 	 	 	 
	Trust Indenture	 	 	 	 
	Act Section	 	 	 	Indenture Section
	§ 310
	 	(a) (l)	 	 	 	     609
	 
	 	(a) (2)	 	 	 	     609
	 
	 	(a) (3)	 	 	 	     Not Applicable
	 
	 	(a) (4)	 	 	 	     Not Applicable
	 
	 	(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 (d)
	§ 314
	 	(a)	 	 	 	     704
	 
	 	(b)	 	 	 	     Not Applicable
	 
	 	(c) (l)	 	 	 	     102
	 
	 	(c) (2)	 	 	 	     102
	 
	 	(c) (3)	 	 	 	     Not Applicable
	 
	 	(d)	 	 	 	     Not Applicable
	 
	 	(e)	 	 	 	     102
	§ 315
	 	(a)	 	 	 	     601 (a)
	 
	 	(b)	 	 	 	     602
	 
	 	 	 	 	 	     703 (a) (6)
	 
	 	(c)	 	 	 	     601 (b)
	 
	 	(d)	 	 	 	     601 (c)
	 
	 	(d) (l)	 	 	 	     601 (a) (1)
	 
	 	(d) (2)	 	 	 	     601 (c) (2)
	 
	 	(d) (3)	 	 	 	     601 (c )(3)
	 
	 	(e)	 	 	 	     510
	§ 316
	 	(a)	 	 	 	     101
	 
	 	(a)(1)(A)	 	 	 	     502
	 
	 	 	 	 	 	     507
	 
	 	(a) (l) (B)	 	 	 	     508
	 
	 	(a) (2)	 	 	 	     Not Applicable
	 
	 	(b)	 	 	 	     511
	§ 317
	 	(a) (l)	 	 	 	     503
	 
	 	(a) (2)	 	 	 	     505 (a)
	 
	 	(b)	 	 	 	     1003
	§ 318
	 	(a)	 	 	 	     108








 




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










 



 






TABLE OF CONTENTS */




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE ONE
	 	 	 	 
	 
	 	 	 	 	 	 
	Definitions and Other Provisions
	 	 	 	 
	of General Application

 	 	 	 	 
	SECTION 101.
	 	Definitions:	 	 	2	 
	 
	 	   Act	 	 	2	 
	 
	 	   Affiliate	 	 	2	 
	 
	 	   Authenticating Agent	 	 	3	 
	 
	 	   Authorized Newspaper	 	 	3	 
	 
	 	   Bearer Security	 	 	3	 
	 
	 	   Board of Directors	 	 	3	 
	 
	 	   Board Resolution	 	 	3	 
	 
	 	   Business Day	 	 	3	 
	 
	 	   Capital Term Certificate	 	 	3	 
	 
	 	   CEDEL S.A.	 	 	4	 
	 
	 	   Collateral Trust Bonds	 	 	4	 
	 
	 	   Commission	 	 	4	 
	 
	 	   Company	 	 	4	 
	 
	 	   Company Request and Company Order	 	 	4	 
	 
	 	   Component Currency	 	 	4	 
	 
	 	   Conversion Date	 	 	4	 
	 
	 	   Conversion Rate	 	 	4	 
	 
	 	   Corporate Trust Office	 	 	4	 
	 
	 	   Corporation	 	 	5	 
	 
	 	   Coupon or coupon	 	 	5	 
	 
	 	   Defaulted Interest	 	 	5	 
	 
	 	   Dollar	 	 	5	 
	 
	 	   Dollar Determination Agent	 	 	5	 
	 
	 	   Dollar Equivalent of the Currency Unit	 	 	5	 
	 
	 	   Dollar Equivalent of the Foreign Currency	 	 	5	 
	 
	 	   ECU	 	 	5	 
	 
	 	   Euro-clear	 	 	5	 
	 
	 	   European Communities	 	 	5	 
	 
	 	   Event of Default	 	 	5	 
	 
	 	   Exchange Rate Agent	 	 	5	 








 




			
	*/	 	This table of contents shall not, for any purpose, be deemed to be part of the
Indenture.










 



2






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	 
	 	   Exchange Rate Officer's  Certificate	 	 	5	 
	 
	 	   Foreign Currency	 	 	6	 
	 
	 	   Fully Registered Security	 	 	6	 
	 
	 	   Holder or holder	 	 	6	 
	 
	 	   Indebtedness	 	 	6	 
	 
	 	   Indenture	 	 	7	 
	 
	 	   interest	 	 	7	 
	 
	 	   Interest Payment Date	 	 	7	 
	 
	 	   Market Exchange Rate	 	 	7	 
	 
	 	   Maturity	 	 	7	 
	 
	 	   Member	 	 	8	 
	 
	 	   Officers' Certificate	 	 	8	 
	 
	 	   Official Currency Unit Exchange Rate	 	 	8	 
	 
	 	   Opinion of Counsel	 	 	8	 
	 
	 	   Original Issue Discount Security	 	 	8	 
	 
	 	   Outstanding or outstanding	 	 	8	 
	 
	 	   Partially Registered Security	 	 	10	 
	 
	 	   Paying Agent	 	 	10	 
	 
	 	   Person	 	 	10	 
	 
	 	   Place of Payment	 	 	10	 
	 
	 	   Predecessor Security	 	 	10	 
	 
	 	   REA	 	 	10	 
	 
	 	   Redemption Date	 	 	10	 
	 
	 	   Redemption Price	 	 	10	 
	 
	 	   Registered Security	 	 	11	 
	 
	 	   Regular Record Date	 	 	11	 
	 
	 	   Required Currency	 	 	11	 
	 
	 	   Responsible Officer	 	 	11	 
	 
	 	   Securities	 	 	11	 
	 
	 	   Security Register and Security Registrar	 	 	11	 
	 
	 	   Special Record Date	 	 	11	 
	 
	 	   Specified Amount	 	 	11	 
	 
	 	   Stated Maturity	 	 	12	 
	 
	 	   Superior Indebtedness	 	 	12	 
	 
	 	   Trustee	 	 	12	 
	 
	 	   Trust Indenture Act or TIA	 	 	12	 
	 
	 	   United States	 	 	12	 
	 
	 	   United States Alien	 	 	12	 
	 
	 	   Valuation Date	 	 	12	 
	 
	 	   Vice President	 	 	12	 
	 
	 	 	 	 	 	 
	SECTION 102.
	 	Compliance Certificates and Opinions	 	 	12	 
	SECTION 103.
	 	Form of Documents Delivered to Trustee	 	 	13	 
	SECTION 104.
	 	Acts of Holders	 	 	14	 
	SECTION 105.
	 	Notices, etc., to Trustee and Company	 	 	17	 












 



3


	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 106.
	 	Notice to Holders; Waiver	 	 	17	 
	SECTION 107.
	 	Language of Notices, etc.	 	 	18	 
	SECTION 108.
	 	Conflict with Trust Indenture Act	 	 	19	 
	SECTION 109.
	 	Effect of Headings and Table of Contents	 	 	19	 
	SECTION 110.
	 	Successors and Assigns	 	 	19	 
	SECTION 111.
	 	Separability Clause	 	 	19	 
	SECTION 112.
	 	Benefits of Indenture	 	 	19	 
	SECTION 113.
	 	Governing Law	 	 	19	 
	SECTION 114.
	 	Legal Holidays	 	 	19	 
	SECTION 115.
	 	Moneys of Different Currencies To Be Segregated	 	 	20	 
	SECTION 116.
	 	Payment To Be in Proper Currency	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE TWO

 	 	 	 	 
	Security Forms
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 201.
	 	Forms Generally	 	 	20	 
	SECTION 202.
	 	Form of Trustee's Certificate of Authentication	 	 	21	 
	SECTION 203.
	 	Securities in Global Form	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE THREE
	 	 	 	 
	 
	 	 	 	 	 	 
	The Securities
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 301.
	 	Amount Unlimited; Issuable in Series	 	 	23	 
	SECTION 302.
	 	Denominations	 	 	27	 
	SECTION 303.
	 	Execution, Authentication, Delivery and Dating	 	 	27	 
	SECTION 304.
	 	Temporary Securities	 	 	30	 












 



4


	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 305.
	 	Registration, Registration of Transfer and Exchange	 	 	33	 
	SECTION 306.
	 	Mutilated, Destroyed, Lost and Stolen Securities	 	 	37	 
	SECTION 307.
	 	Payment of Interest; Interest Rights Preserved	 	 	38	 
	SECTION 308.
	 	Persons Deemed Owners	 	 	41	 
	SECTION 309.
	 	Cancelation	 	 	41	 
	SECTION 310.
	 	Computation of Interest	 	 	41	 
	SECTION 311.
	 	Currency and Manner of Payments in Respect of Securities	 	 	42	 
	 
	 	 	 	 	 	 
	ARTICLE FOUR
	 	 	 	 
	 
	 	 	 	 	 	 
	Satisfaction and Discharge
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 401.
	 	Satisfaction and Discharge of Indenture	 	 	49	 
	SECTION 402.
	 	Application of Trust Money	 	 	51	 
	SECTION 403.
	 	Satisfaction, Discharge and Defeasance of Securities of Any Series	 	 	52	 
	SECTION 404.
	 	Reinstatement	 	 	55	 
	SECTION 405.
	 	Definitions	 	 	56	 
	ARTICLE FIVE
	 	 	 	 
	 
	 	 	 	 	 	 
	Remedies
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 501.
	 	Events of Default	 	 	57	 
	SECTION 502.
	 	Acceleration of Maturity; Rescission and Annulment	 	 	59	 
	SECTION 503.
	 	Trustee's Power To Bring Suit; Notice Required	 	 	60	 
	SECTION 504.
	 	Upon Default Company Will Pay Principal and Interest upon Demand	 	 	 	 
	 
	 	of Trustee	 	 	61	 












 



5


	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 505.
	 	Judicial Proceedings Instituted by Trustee	 	 	61	 
	SECTION 506.
	 	Security Holders May Demand Enforcement of Rights by Trustee	 	 	63	 
	SECTION 507.
	 	Control by Security Holders	 	 	64	 
	SECTION 508.
	 	Waiver of Past Defaults	 	 	64	 
	SECTION 509.
	 	Holder May Not Bring Suit Except Under Certain Conditions	 	 	65	 
	SECTION 510.
	 	Undertaking To Pay Court Costs	 	 	66	 
	SECTION 511.
	 	Rights of Holders To Receive Payment Not To Be Impaired	 	 	66	 
	SECTION 512.
	 	Application of Moneys Collected by Trustee	 	 	66	 
	SECTION 513.
	 	Waiver of Stay or Extension Laws	 	 	67	 
	SECTION 514.
	 	Remedies Cumulative; Delay or Omission Not a Waiver	 	 	67	 
	 
	 	 	 	 	 	 
	ARTICLE SIX
	 	 	 	 
	 
	 	 	 	 	 	 
	The Trustee
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 601.
	 	Certain Duties and Responsibilities	 	 	68	 
	SECTION 602.
	 	Notice of Defaults	 	 	69	 
	SECTION 603.
	 	Certain Rights of Trustee	 	 	70	 
	SECTION 604.
	 	Not Responsible for Recitals or Issuance of Securities	 	 	71	 
	SECTION 605.
	 	May Hold securities	 	 	71	 
	SECTION 606.
	 	Money Held in Trust	 	 	72	 
	SECTION 607.
	 	Compensation and Reimbursement	 	 	72	 
	SECTION 608.
	 	Disqualification; Conflicting Interests	 	 	73	 
	SECTION 609.
	 	Corporate Trustee Required; Eligibility	 	 	79	 












 



6


	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 610.
	 	Resignation and Removal; Appointment of Successor	 	 	80	 
	SECTION 611.
	 	Acceptance of Appointment by Successor	 	 	82	 
	SECTION 612.
	 	Merger, Conversion, Consolidation or Succession to Business	 	 	83	 
	SECTION 613.
	 	Preferential Collection of Claims Against Company	 	 	84	 
	SECTION 614.
	 	Judgment Currency	 	 	89	 
	SECTION 615.
	 	Appointment of Authenticating Agent	 	 	89	 
	 
	 	 	 	 	 	 
	ARTICLE SEVEN
	 	 	 	 
	 
	 	 	 	 	 	 
	Holders’ Lists and Reports by Trustee and Company
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 701.
	 	Company To Furnish Trustee Names and Addresses of Holders	 	 	92	 
	SECTION 702.
	 	Preservation of Information; Communications to Security Holders	 	 	92	 
	SECTION 703.
	 	Reports by Trustee	 	 	94	 
	SECTION 704.
	 	Reports by Company	 	 	96	 
	 
	 	 	 	 	 	 
	ARTICLE EIGHT
	 	 	 	 
	 
	 	 	 	 	 	 
	Consolidation, Merger, Conveyance, Transfer or Lease
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 801.
	 	Company May Consolidate, etc., Only on Certain Terms	 	 	97	 
	SECTION 802.
	 	Successor corporation Substituted	 	 	98	 
	SECTION 803.
	 	Limitation on Lease of Properties as Entirety	 	 	98	 
	 
	 	 	 	 	 	 
	ARTICLE NINE
	 	 	 	 
	 
	 	 	 	 	 	 
	Supplemental Indentures
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 901.
	 	Supplemental Indentures Without Consent of Security Holders	 	 	98	 












 



7


	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 902.
	 	Supplemental Indentures With Consent of Security Holders	 	 	100	 
	SECTION 903.
	 	Execution of Supplemental Indentures	 	 	 102	 
	SECTION 904.
	 	Effect of Supplemental Indentures	 	 	102	 
	SECTION 905.
	 	Conformity with Trust Indenture Act	 	 	103	 
	SECTION 906.
	 	Reference in Securities to Supplemental Indentures	 	 	103	 
	 
	 	 	 	 	 	 
	ARTICLE TEN
	 	 	 	 
	 
	 	 	 	 	 	 
	Covenants
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1001.
	 	Payment of Principal, Premium and Interest	 	 	103	 
	SECTION 1002.
	 	Maintenance of Offices or Agencies	 	 	103	 
	SECTION 1003.
	 	Money for Securities Payments To Be Held in Trust	 	 	105	 
	SECTION 1004.
	 	Maintenance of Corporate Existence	 	 	107	 
	SECTION 1005.
	 	Maintenance of Books of Record and Account; Financial	 	 	107	 
	 
	 	Statements of Company	 	 	 	 
	SECTION 1006.
	 	Payment of Taxes and Other Claims	 	 	108	 
	SECTION 1007.
	 	Restriction on Indebtedness	 	 	108	 
	SECTION 1008.
	 	Statement as to Compliance	 	 	109	 
	SECTION 1009.
	 	Waiver of Certain Covenants	 	 	109	 
	SECTION 1010.
	 	Additional Amounts	 	 	110	 
	 
	 	 	 	 	 	 
	ARTICLE ELEVEN
	 	 	 	 
	 
	 	 	 	 	 	 
	Redemption of Securities
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1101.
	 	Applicability of Article	 	 	111	 
	SECTION 1102.
	 	Election To Redeem; Notice to Trustee	 	 	111	 












 



8


	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 1103.
	 	Selection by Trustee of Securities To Be Redeemed	 	 	111	 
	SECTION 1104.
	 	Notice of Redemption	 	 	112	 
	SECTION 1105.
	 	Deposit of Redemption Price	 	 	113	 
	SECTION 1106.
	 	Securities Payable on Redemption Date	 	 	113	 
	SECTION 1107.
	 	Securities Redeemed in Part	 	 	114	 
	 
	 	 	 	 	 	 
	ARTICLE TWELVE
	 	 	 	 
	 
	 	 	 	 	 	 
	Meetings of Holders of Securities
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1201.
	 	Purposes for Which Meetings May Be Called	 	 	115	 
	SECTION 1202.
	 	Call, Notice and Place of Meetings	 	 	115	 
	SECTION 1203.
	 	Persons Entitled To Vote at Meetings	 	 	116	 
	SECTION 1204.
	 	Quorum; Action	 	 	116	 
	SECTION 1205.
	 	Determination of Voting Rights; Conduct and Adjournment of Meetings	 	 	117	 
	SECTION 1206.
	 	Counting Votes and Recording Action of Meeting	 	 	118	 
	 
	 	 	 	 	 	 
	ARTICLE THIRTEEN
	 	 	 	 
	 
	 	 	 	 	 	 
	Sinking Funds	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1301.
	 	Applicability of Article	 	 	119	 
	SECTION 1302.
	 	Satisfaction of Sinking Fund Payments with Securities	 	 	120	 
	SECTION 1303.
	 	Redemption of Securities for Sinking Fund	 	 	120	 
	 
	 	 	 	 	 	 
	ARTICLE FOURTEEN
	 	 	 	 
	 
	 	 	 	 	 	 
	Sundry Provision
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1401.
	 	Execution in Counterparts	 	 	121	 







 











 






     INDENTURE, dated as of December 15, 1987, between NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION, a District of Columbia cooperative association
(herein called the “Company”), having its principal executive office and mailing
address at 1115 30th Street, N.W., Washington, D.C. 20007 and CHEMICAL BANK, a
banking corporation duly organized and existing under the laws of the State of New
York, as Trustee (herein called the “Trustee”), having its corporate trust office
at 55 Water Street, New York, New York 10041 (Attention of Corporate Trustee
Administration Department).



RECITALS OF THE COMPANY




          WHEREAS 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 (herein called the “Securities”), to be issued in one or more series as in this
Indenture provided; and




          WHEREAS all acts necessary to make the Securities and any coupons appertaining thereto, when
executed by the Company, authenticated and delivered by the Trustee and issued, the valid
obligations of the Company, and to constitute this Indenture a valid instrument for the security of
the Securities and any coupons appertaining thereto, in accordance with its and their 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





 









 








 2



proportionate benefit of all Holders of the Securities or of series thereof, as follows:




ARTICLE ONE




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 at the date of such computation; and




     (4) 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 within an Article of this Indenture, may be 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





 









 








 3



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 pursuant to Section 615 to
act on behalf of the Trustee to authenticate securities of one or more series.




          “Authorized Newspaper” means a newspaper of general circulation in the place of publication,
printed in the official language of the country of publication and customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays. Whenever successive
weekly publications in an Authorized Newspaper are authorized or 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.




          “Bearer Security” means any Security payable to the bearer thereof (including without
limitation any Security in temporary or definitive global bearer form).




          “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 place of publication, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment or place of publication are authorized or obligated by or
pursuant to law, regulation or executive order to close or as specified for a series of Securities
pursuant to Section 301 or as specified for any Security in such Security.




          “Capital Term Certificate” means a note of the Company substantially in the form of the
capital term certificates outstanding on the date of execution and delivery of this Indenture and
any other Indebtedness of the Company having substantially similar provisions as to





 












 






4


subordination as those contained in said outstanding capital term certificates.




          “CEDEL S.A.” means Centrale de Livraison de Valeurs Mobilieres S.A.




          “Collateral Trust Bonds” means the bonds issued by the Company pursuant to an indenture dated
as of December 1, 1972 (and all supplemental indentures thereto), between the Company and
Manufacturers Hanover Trust, as trustee.




          “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.




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




          “Company Request” and “Company Order” mean, respectively, a written request or order signed in
the name of the Company by its Governor, Chairman of the Board, Vice Chairman of the Board,
President, Finance Officer or one of its Vice Presidents, and by its Treasurer, Secretary, or one
of its Assistant Treasurers or Assistant Secretaries, and delivered to the Trustee.




          “Component Currency” has the meaning specified in Section 311(i).




          “Conversion Date” has the meaning specified in Section 311(e).




          “Conversion Rate” has the meaning specified in Section 614.




          “Corporate Trust Office” means the principal office of the Trustee at which at any particular
time corporate trust business of the Trustee shall be principally administered; which office at the
date of this Indenture is located at 55 Water Street, New York, New York, Attention: Corporate
Trustee Administration Department.





 









 






5




          “corporation” shall include any cooperative association, voluntary association, joint stock
company, business trust or similar organization.




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




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




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




          “Dollar Determination Agent” means a New York clearing house bank appointed by the Company.




          “Dollar Equivalent of the Currency Unit” has the meaning specified in Section 311(h).




          “Dollar Equivalent of the Foreign Currency” has the meaning specified in Section 311(g).




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




          “Euro-clear” means the operator of the Euro-clear System.




          “European Communities” means the European Economic Community, the European Coal and Steel
Community and the European Atomic Energy Community.




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




          “Exchange Rate Agent” means the entity appointed by the Company. An Exchange Rate Agent may be
authorized in advance or from time to time by the Company. Any rate determination required by the
terms of this Indenture to be made by the Company or the Exchange Rate Agent shall be conclusive
and binding on all Holders, the Company and the Trustee, and neither the Company nor any Exchange
Rate Agent shall be liable therefor in the absence of bad faith.




          “Exchange Rate Officer’s Certificate” means a tested telex or a certificate setting forth (i)
the





 









 





6




applicable Official Currency Unit Exchange Rate and (ii) the Dollar or Foreign Currency or currency
unit amounts of principal, premium, if any, and interest, if any, respectively (on an aggregate
basis and on the basis of a Security having a principal amount of 1,000 in the relevant currency
unit), payable on the basis of such Official Currency Unit Exchange Rate, sent (in the case of a
telex) or executed (in the case of a certificate) by the Treasurer or any Assistant Treasurer of
the Company and delivered to the Trustee; such tested telex or certificate need not comply with
Section 102.




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




          “Fully Registered Security” means any Security registered in the Security Register as to
principal and interest, if any.




          “Holder” or “holder” when used with respect to a Registered Security, means the Person in
whose name at the time a particular Registered Security is registered in the Security Register and,
with respect to a Bearer Security and/or Coupon, means the bearer thereof.




          “Indebtedness” of the Company means





     (1) all indebtedness which would appear as indebtedness on a balance sheet of the Company
prepared in accordance with generally accepted accounting principles (i) for money borrowed,
(ii) which is evidenced by securities sold for money or (iii) which constitutes purchase money
indebtedness;




     (2) all such indebtedness guaranteed, directly or indirectly, in any manner by the
Company, or in effect guaranteed, directly or indirectly, by the Company through an agreement,
contingent or otherwise, to purchase indebtedness, or to purchase goods, supplies or services
primarily for the purpose of enabling the debtor to make payment of the indebtedness or of
assuring the owner of the indebtedness against loss, or to supply funds to or in any other
manner invest in the debtor, or otherwise;




     (3) all such indebtedness of others for the payment or purchase of which the Company has
agreed, contingently or otherwise, to advance or supply funds;




 











 





7


     (4) all indebtedness secured by any mortgage, lien, pledge, charge or encumbrance upon
property owned by the Company, even though the Company has not assumed or become liable for
the payment of such indebtedness; and




     (5) all indebtedness of the Company created or arising under any conditional sale or
other title retention agreement (including any lease in the nature of a title retention
agreement) with respect to property acquired by the Company (even though the rights and
remedies of the seller or lender under such agreement in the event of default are limited to
repossession of such property), but only to the extent that such property is included as an
asset on the balance sheet of the Company;


provided that, in computing the “Indebtedness” of the Company, there shall be excluded any
particular indebtedness if, upon or prior to the maturity thereof, there shall have been deposited
with the proper depository in trust money (or evidences of such indebtedness) in the necessary
amount to pay, redeem or satisfy such indebtedness, and thereafter such money and evidences of
indebtedness so deposited shall not be included in any computation of the assets of the Company and
provided further that no provision of this definition shall be construed to include as
“Indebtedness” of the Company any indebtedness by virtue of any agreement by the Company to advance
or supply funds to Members.




          “Indenture” means this instrument as originally executed and 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.




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




          “Interest Payment Date” means the Stated Maturity of an installment of interest on the
Securities.




          “Market Exchange Rate” has the meaning specified in Section 311(i).




          “Maturity”, when used with respect to any Security, means the date on which the principal of
such Security





 









 






8

or an installment of principal becomes due and payable as therein or herein provided, whether at
the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.




          “Member” means any Person which is a member or patron of the Company, or any Person which at
any time has been or is eligible to borrow from REA under the Rural Electrification Act of 1936, as
from time to time in effect.




          “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the Governor, the President, the Finance Officer or a Vice President, and by
the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the
Company, and delivered to the Trustee.




          “Official Currency Unit Exchange Rate” means with respect to any payment to be made hereunder,
the exchange rate between the relevant currency unit and the currency or currency unit of payment
calculated by the Exchange Rate Agent for the Securities of the relevant series (in the case of
ECU, reported by the Commission of the European Communities and currently based on the rates in
effect at 2:30 p.m., Brussels time, on the exchange markets of the Component Currencies of ECU), on
the Business Day (in the city in which such Exchange Rate Agent has its principal office)
immediately preceding delivery of any Exchange Rate Officer’s Certificate.




          “Opinion of Counsel” means a written opinion of counsel, who may (except as otherwise
expressly provided in this Indenture) be counsel for the Company.




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




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




          (i) Securities theretofore canceled by the Trustee or delivered to the Trustee for
cancelation;





 









 






9


     (ii) Securities for whose payment or redemption money (including securities) in the
necessary amount and in the required currency or currency unit 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; 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




     (iii) Securities which 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 shall have been presented
to the Trustee proof satisfactory to it that such Securities are held by an 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 or whether a quorum is present at a meeting of
Holders of Outstanding Securities or the number of votes entitled to be cast by each Holder of a
Security in respect of such Security at any such meeting (i) the principal amount of an Original
Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of such determination
upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, (ii) the
principal amount of a Security denominated in a Foreign Currency or currency unit shall be the
Dollar equivalent (as determined by the Exchange Rate Agent or the Company, in good faith) as of
the date of original issuance of such Security (or any Predecessor Security), of the principal
amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent (as
determined by the Exchange Rate Agent or the Company, in good faith) of the amount determined as
provided in (i) above) of such Security, and (iii) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization,




 









 





10


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.




          “Partially Registered Security” means any Security registered in the Security Register as to
principal only.




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




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




          “Place of Payment”, when used with respect to the Securities of any series, means the place or
places where the principal of (and premium, if any) and interest on the Securities of that series
are payable as specified in accordance with 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 lieu of a
mutilated, lost, destroyed or stolen Security shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Security.




          “REA” means the Rural Electrification Administration of the Department of Agriculture of the
United States of America or if at any time after the execution of the Indenture said Administration
is not existing and performing the duties now assigned to it, then the body performing such duties
at such time.




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




          “Redemption Price”, when used with respect to any Security to be redeemed, means the price in
the currency or





 









 





11




currency unit in which such Security is payable, at which it is to be redeemed pursuant to this
Indenture.




          “Registered Security” means any Fully Registered Security or any Partially Registered Security
(including without limitation any Security in temporary or definitive global registered form).




          “Regular Record Date” for the interest payable on any Interest Payment Date on the Fully
Registered Securities of any series means the date specified for that purpose as contemplated by
Section 301, which date shall be, unless otherwise specified pursuant to Section 301, the fifteenth
day preceding such Interest Payment Date, whether or not such day shall be a Business Day.




          “Required Currency” has the meaning specified in Section 116.




          “Responsible Officer” when used with respect to the Trustee means the chairman or vice
chairman of the board of directors or trustees, the chairman or vice chairman of the executive or
standing committee of the board of directors or trustees, the president, the chairman of the
committee on trust matters, any vice president, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or
assistant trust officer, the comptroller and any assistant comptroller or any other officer of the
Trustee customarily performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with the particular
subject.




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




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




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




          “Specified Amount” has the meaning specified in Section 311(i).





 









 






12



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




          “Superior Indebtedness” of the Company means all Indebtedness of the Company other than
Capital Term Certificates.




          “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
until a successor Trustee shall have become such 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” or “TIA” means the Trust Indenture Act of 1939 as in force at the date
as of which this instrument was executed.




          “United States” means the United States of America (including the states and the District of
Columbia), its territories, possessions, and other areas subject to its jurisdiction.




          “United States Alien” means any person who, for United States Federal income tax purposes, is
a foreign corporation, a nonresident alien individual, a nonresident alien fiduciary of a foreign
estate or trust or a foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a nonresident alien individual or a nonresident
alien fiduciary of a foreign estate or trust.




          “Valuation Date” has the meaning specified in Section 311(e).




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




          SECTION 102. Compliance Certificates and Opinions. Upon any application or request by
the Company to the





 











 



13


Trustee to take any action under any provision of this Indenture, the Company shall furnish to the
Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if any, have been
complied with, except 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 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.











 



14




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




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




          SECTION 104. Acts of Holders. (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders
may be embodied in and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by agent duly appointed in writing. If Securities of a series are
issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by Holders of such series
may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such
series voting in favor thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in accordance with the
provisions of Article Twelve, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when such instruments or
records, or both, are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or
instruments or so voting at any such meeting. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 601) conclusive in favor of the











 



15



Trustee and the Company, if made in the manner provided in this Section. The record of any meeting
of Holders of Securities shall be proved in the manner provided in Section 1206.




          (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 which the Trustee deems sufficient.




          (c) The amount of Bearer Securities held by any Person executing any such instrument or
writing as a Holder of such Bearer Securities, and the number of such Bearer Securities, and the
date of his holding the same, may be proved by the production of such Securities or by a
certificate executed as depository 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
depository, or exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person executing such instrument or writing as a
Holder of such Bearer Securities, if such certificate or affidavit is satisfactory to the Trustee.
The Trustee and the Company may assume that such ownership of any Bearer Security continues until
(1) another certificate bearing a later date issued in respect of the same Bearer Security is
produced, or (2) such Bearer Security is produced by some other Person, or (3) such Bearer Security
is registered as to principal or is surrendered in exchange for a Registered Security, or (4) such
Bearer Security is no longer Outstanding.




          (d) The fact and date of execution of any such instrument or writing pursuant to clause (c)
above, the authority of the Person executing the same and the principal amount and serial numbers
of Bearer Securities held by the Person so executing such instrument or writing and the date















 



16


of holding the same may also be proved in any other manner which 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 clause.




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




          (f) Any request, demand, authorization, direction, notice, consent, waiver or other Act of a
Holder of any Security shall bind every future Holder of the same Security and/or Coupon and the
Holder of every Security and/or Coupon 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 and/or Coupon.




          (g) Whenever any Act is to be taken hereunder by the Holders of two or more series of
Securities denominated in different currencies (currency units), then, for the purpose of
determining the principal amount of Securities held by such Holders, the aggregate principal amount
of the Securities denominated in a Foreign Currency (or any currency units) shall be deemed to be
the Dollar equivalent (as determined by the Exchange Rate Agent or the Company, in good faith) as
of the date of original issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent (as determined by the Exchange Rate Agent
or the Company, in good faith) of the amount of principal thereof that would be due and payable as
of the date of such determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502) of such Security.




          (h) If the Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to
a Board Resolution, 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 such record date shall be
deemed to be Holders for











 



17



the purposes of determining whether Holders of the requisite proportion of Outstanding Securities
have authorized or agreed or consented to such request, demand, authorization, direction, notice,
consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as
of such record date; provided that no such authorization, agreement or consent by the holders on
such record date shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.




          SECTION 105. Notices, etc., to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, 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, 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, Attention: Finance Officer or at any
other address previously furnished in writing to the Trustee by the Company for such purpose.



          SECTION 106. Notice to Holders; Waiver. Where this Indenture provides for notice to
Holders of any event,





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




     (2) such notice shall be sufficiently given to the Holders of Bearer Securities (unless
otherwise herein expressly provided or unless otherwise specified in such Securities) if
published once in an Authorized Newspaper in New York City and London and mailed to









 



18



such Persons whose names and addresses were previously filed with the Trustee (hereinafter
referred to as “Notice by Publication”).



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




          In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice to Holders of Registered Securities by mail, then such
notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. In 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 of Registered Securities shall affect the sufficiency of such notice with respect to other
Holders of Registered Securities or the sufficiency of any Notice by Publication to Holders of
Bearer Securities, and any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given.




          In case, by reason of suspension of publication or any other cause, it shall be impracticable
to publish a notice in any Authorized Newspaper or Authorized Newspapers as provided in any
provision of this Indenture, then (notwithstanding such provision) such other publication or
notification as shall be made with the approval of the Trustee shall constitute sufficient
publication of such notice. Neither failure to give Notice by Publication to Holders of Bearer
Securities as provided above, nor any defect in any notice so published, shall affect the
sufficiency of any notice to Holders of Registered Securities given as provided above, or of any
effective Notice by Publication given to other Holders of Bearer Securities.




          SECTION 107. Language of Notices, etc. Except as otherwise expressly provided herein,
any request, demand, authorization, direction, notice, consent, election or waiver required or
permitted under this Indenture shall be in the English language, except that any published notice
may be in an official language of the country of publication.











 



19




          SECTION 108. Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof which is required to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required provision shall
control.




          SECTION 109. 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 110. 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 111. Separability Clause. In case any provision in this Indenture or in the
Securities or Coupons shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.




          SECTION 112. Benefits of Indenture. Nothing in this Indenture or in the Securities or
Coupons, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders of Securities and Coupons, any benefit or any legal or
equitable right, remedy or claim under this Indenture.




          SECTION 113. Governing Law. This Indenture and the Securities and Coupons shall be
governed by and construed in accordance with the laws of the State of New York.




          SECTION 114. Legal Holidays. Except as otherwise specified as contemplated by Section
301, in any case where any Interest Payment Date, Redemption Date or the Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities or Coupons, if any) 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 or at the Stated Maturity and no interest
shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.











 



20




          SECTION 115. Moneys of Different Currencies To Be Segregated. The Trustee shall
segregate moneys, funds and accounts held by the Trustee hereunder in one currency (or unit
thereof) from any moneys, funds or accounts in any other currencies (or units thereof),
notwithstanding any provision herein which would otherwise permit the Trustee to commingle such
amounts.




          SECTION 116. Payment To Be in Proper Currency. In the case of any Security denominated
in any particular currency or currency unit (the “Required Currency”), except as otherwise provided
herein, therein or in or pursuant to the related Board Resolution or supplemental indenture or
applicable law, the obligation of the Company to make any payment of principal, premium or interest
thereon shall not be discharged or satisfied by any tender by the Company, or recovery by the
Trustee, in any currency or currency unit other than the Required Currency, except to the extent
that such tender or recovery shall result in the Trustee timely holding the full amount of the
Required Currency then due and payable. If any such tender or recovery is made in other than the
Required Currency, the Trustee may take such reasonable actions as it, in good faith, considers
appropriate to exchange such other currency or currency unit for the Required Currency. Provided
the Trustee has so acted, the costs and risks of any such exchange, including without limitation
the risks of delay and exchange rate fluctuation, shall be borne by the Company and the Company
shall remain fully liable for any shortfall or delinquency in the full amount of the Required
Currency then due and payable and in no circumstances shall the Trustee be liable therefor. The
Company hereby waives (to the fullest extent permitted by law) any defense of payment based upon
any such tender or recovery which is not in the Required Currency, or which, when exchanged for the
Required Currency by the Trustee, is less than the full amount of the Required Currency then due
and payable.




ARTICLE TWO




Security Forms




          SECTION 201. Forms Generally. The Securities of each series and the Coupons, if any,
to be attached thereto shall be in substantially the forms 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











 



21



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 to conform to any usage in respect thereof, or
as may, consistently herewith, be determined by the Board of Directors or by the officers executing
such Securities and Coupons, if any, as evidenced by their execution of the Securities and Coupons,
if any. If the forms of Securities of any series is established by, or by action taken pursuant to,
a Board Resolution, a copy of the Board Resolution together with an appropriate record of any
action taken pursuant thereto, which Board Resolution or record of such action shall have attached
thereto a true and correct copy of the forms of Security approved by or pursuant to such Board
Resolution, shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such Securities.




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




          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 therein issued under the
within-mentioned Indenture.




	 	 	 	 	 
	 	[full name of Trustee]

as Trustee

 	 
	 	By  	 	 
	 	 	Authorized [Officer] [Signatory] 	 
	 



          SECTION 203. Securities in Global Form. If Securities of a series are issuable in
global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of
Section 301 and the provisions of Section 302, such Security shall represent such of the
Outstanding Securities of such series as shall be specified















 





     22


therein and may provide that it shall represent the aggregate amount of Outstanding Securities from
time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented
thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in
global form to reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and upon instructions
given by such Person or Persons as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of
Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security
in definitive global bearer form in the manner and upon written instructions given by the Person or
Persons specified therein or in the applicable Company Order. If a Company Order pursuant to
Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form shall be in writing
but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel.




          The provisions of the last sentence of Section 303 shall apply to any Security represented by
a Security in global form if such Security was never issued and sold by the Company and the Company
delivers to the Trustee the Security in global form together with written instructions (which need
not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to
the reduction in the principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 303.



          Notwithstanding the provisions of Section 201 and 307, unless otherwise specified as
contemplated by Section 301, payment of principal of and any premium and any interest on any
Security in definitive global form shall be made to the Person or Persons specified therein.



          Notwithstanding the provisions of Section 308 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat a
Person as the Holder of such principal amount of Outstanding Securities represented by a definitive
global Security as shall be specified in a written statement of the Holder of such definitive
global Security or, in the case of a definitive global Security in bearer form, of Euro-clear










 



23



or CEDEL S.A. which is produced to the Trustee by such Person.




ARTICLE THREE




The Securities




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



          The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more
indentures supplemental hereto, 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);




     (2) any limit upon the aggregate principal amount of the Securities of the series which
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 or 1107 and except for any
Securities which pursuant to Section 303 are deemed never to have been authenticated and
delivered hereunder);




     (3) the date or dates on which the principal (and premium, if any) of any of the
Securities of the series are payable or the method of determination thereof;




     (4) the rate or rates, or the method of determination thereof, at which any of the
Securities of the series shall bear interest, if any, 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 for the interest payable on any Registered Securities on any Interest
Payment Date;




     (5) the place or places where the principal of (and premium, if any) and interest, if
any, on any of the Securities and Coupons, if any of the series shall be payable and the
office or agency for the Securities









 



24



of the series maintained by the Company pursuant to Section 1002;




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




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




     (8) the denominations in which the Securities of the series shall be issuable if other
than denominations of $1,000 (if registered) or $5,000 (if bearer) and any integral multiple
thereof for Securities denominated in Dollars;




     (9) if other than the principal amount thereof, the method of determining the portion of
the principal amount of any of the Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502;




     (10) the application, if any, of Section 403, or such other means of satisfaction and
discharge as may be specified for the Securities and Coupons, if any, for a series;




     (11) any deletions or modifications of or additions to the Events of Default set forth in
Section 501 or covenants of the Company set forth in Article Ten pertaining to the Securities
of the series (including without limitation whether the provisions of Section 1007 shall not
be applicable to the Securities of the series);




     (12) the forms of the Securities and Coupons, if any, of the series;




     (13) if other than such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public or private debts,









 



25



the coin or currency or currencies, or currency unit or units, in which payment of the
principal of (and premium, if any) and interest, if any, on any of the Securities of the
series shall be payable and the Dollar Determination Agent, if any, and the Exchange Rate
Agent for such series;




     (14) if the principal of (and premium, if any) or interest, if any, on any of the
Securities of the series are to be payable at the election of the Company or a Holder thereof,
or under some or all other circumstances, in a coin or currency or currencies, or currency
unit or units, other than that in which the Securities are denominated, the period or periods
within which, and the terms and conditions upon which, such election may be made, or the other
circumstances under which any of the Securities are to be so payable, including without
limitation the application of Section 311(b) and any deletions to, modifications of or
additions to the provisions thereof, and any provision requiring the Holder to bear currency
exchange costs by deduction from such payments;




     (15) if the amount of payments of principal (and premium, if any) or interest, if any, on
any of the Securities of the series may be determined with reference to an index based on (i)
a coin or currency or currencies, or currency unit or units other than that in which such
Securities are stated to be payable or (ii) any method not inconsistent with the provisions of
this Indenture specified in or pursuant to such Board Resolution, then in each case (i) and
(ii) the manner in which such amounts shall be determined;




     (16) whether the Securities of the series are to be issued as Fully Registered
Securities, Partially Registered Securities or Bearer Securities (with or without Coupons), or
any combination thereof, whether Partially Registered Securities or Bearer Securities may be
exchanged for Fully Registered Securities of the series and whether Fully Registered
Securities may be exchanged for Partially Registered Securities or Bearer Securities of the
series (if permitted by applicable laws and regulations) and the circumstances under which and
the place or places where any such exchanges, if permitted, may be made; and whether any
Securities of the series are to be issuable initially in temporary global form and whether any
Securities of the series are to be issuable in definitive global form with or









 



26



without coupons and, if so, whether beneficial owners of interests in any such definitive
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 and the place or places
where any such exchanges may occur, if other than in the manner provided in Section 305;




     (17) if the Securities and Coupons, if any, of the series are to be issued upon the
exercise of warrants, the time, manner and place for Securities to be authenticated and
delivered;




     (18) whether and under what circumstances and with what procedures and documentation the
Company will pay additional amounts on any of the Securities and Coupons, if any, of the
series to any Holder who is not a U.S. Person (including a definition of such term), in
respect of any tax assessment or governmental charge withheld or deducted and, if so, whether
the Company will have the option to redeem such Securities rather than pay additional amounts
(and the terms of any such option);




     (19) the Person to whom any interest on any Registered Security of the series shall be
payable, if other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such
interest, the manner in which, or the Person to whom, any interest on any Bearer Security of
the series shall be payable, if otherwise than upon presentation and surrender of the Coupons
appertaining thereto as they severally mature and to the extent to which, or the manner in
which, any interest payable on a temporary global Security on an Interest Payment Date will be
paid if other than in the manner provided in Section 304; and




     (20) any other terms of any of the Securities and Coupons, if any, of the series (which
terms shall not be inconsistent with the provisions of this Indenture).



          All Securities of any one series and the Coupons appertaining to any Bearer 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 the Board Resolution
referred to above and (subject to Section 303) set forth in the










 



27



Officers’ Certificate referred to above or in any such indenture supplemental hereto.




          At the option of the Company, interest on the Registered Securities of any series that bears
interest may be paid by mailing a check to the address of any Holder as such address shall appear
in the Securities Register.



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



          SECTION 302. Denominations. The Securities of each series shall be issuable 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 Securities of such series denominated
in Dollars shall be issuable in denominations of $1,000, if registered, and $5,000, if bearer, and
in any integral multiple of the applicable denominations. Securities of each series shall be
numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the
officers of the Company executing the same may determine with the approval of the Trustee.



          SECTION 303. Execution, Authentication, Delivery and Dating. The Securities shall be
executed on behalf of the Company by its Governor and its Assistant Treasurer under its corporate
seal reproduced thereon and 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 shall
bear the facsimile signature of the Treasurer or an Assistant Treasurer of the Company.



          Securities and Coupons 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
















 




28


deliver Securities with Coupons appertaining thereto 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, in connection with its original issuance,
no Bearer Security (including any temporary Bearer Security issued pursuant to Section 304 which is
not in global form) shall be mailed or otherwise delivered to any location in the United States;
and provided further that a Bearer Security may be delivered in connection with its
original issuance only if the Person entitled to receive such Bearer Security (including any
temporary Bearer Security issued pursuant to Section 304 which is not in global form) shall have
furnished a certificate in the form set forth in Exhibit A.1 to this Indenture, dated no earlier
than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the
date on which any temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture. A confirmation in the form
set forth in Exhibit A.5 to this Indenture shall be sent to each purchaser of a Bearer Security. If
any Security shall be represented by a definitive global Bearer Security, then, for purposes of
this Section and Section 304, the notation of a beneficial owner’s interest therein upon original
issuance of such Security or upon exchange of a portion of a temporary global Security shall be
deemed to be delivery in connection with its original issuance of such beneficial owner’s interest
in such definitive global Bearer Security. Except as permitted by Section 306 or 307, the Trustee
shall not authenticate and deliver any Bearer Security unless all appurtenant Coupons for interest
then matured have been detached and canceled.




          If the forms or terms of the Securities of any series (and any related Coupons) or general
terms of Securities of a medium term note program have been established by or pursuant to one or
more Board Resolutions as permitted by Sections 201 and 301, respectively, 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) if the forms and/or terms of such Securities (and any Coupons) or general terms of
Securities of a series constituting a medium term note program have









 



29



been established by or pursuant to a Board Resolution as permitted by Section 201 with respect
to the forms and Section 301 with respect to the general terms, that such forms and/or terms
or general terms of Securities of a series constituting a medium term note program have been
established in conformity with the provisions of this Indenture; and




     (b) that such Securities, together with any Coupons appertaining thereto, and with
respect to Securities of a series constituting a medium term note program that Securities in
such form, when completed as to specific terms substantially in accordance with the Board
Resolution establishing such form or any actions taken pursuant thereto (the records of which
actions shall have been evidenced as provided in such Board Resolution), when executed and
delivered by the Company to the Trustee for authentication, and when authenticated and
delivered by the Trustee in accordance with the Indenture and issued by the Company, all 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 the enforcement of creditors’ rights and to general
equity principles.


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




          With respect to Securities of a series constituting a medium term note program, the Trustee
may conclusively rely on the documents and opinions delivered pursuant to Sections 201 and 301 and
this Section 303, as applicable (unless revoked by superseding comparable documents or opinions) as
to the authorization of the Board of Directors of any Securities delivered hereunder, the form
thereof and the legality, validity, binding effect and enforceability thereof.




          If all Securities of a series are not to be originally issued at one time, it shall not be
necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the
Company Order and Opinion of








 



30



Counsel otherwise required pursuant to such preceding paragraph 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.




          Any Registered Security shall be dated the date of its authentication. Each Bearer Security
shall be dated as of the date of original issuance of the first Security of such series to be
issued.




          No Security or Coupon 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 such
certificate upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been duly authenticated and delivered hereunder but never issued and sold by
the Company, and the Company shall deliver such Security to the Trustee for cancelation as provided
in Section 309 together with a written statement (which need not comply with Section 102 and need
not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and
sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have
been authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture.




          SECTION 304. Temporary Securities. Pending the preparation of definitive Securities of
any series, the Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in bearer or registered form, with one or more Coupons
or without Coupons, 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. In the case of any series issuable as Bearer Securities, such temporary
Securities may be in global form.




          Except in the case of temporary Securities in global form (which shall be exchanged in
accordance with the provisions of the following paragraphs), if temporary





 











 



31



Securities of any series are issued, the Company will cause definitive Securities of that series to
be prepared without unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the office or agency of
the Company maintained pursuant to Section 1002 in a Place of Payment for such series for the
purpose of exchanges of Securities of such series, without charge to the Holder. Upon surrender for
cancelation of any one or more temporary Securities of any series (accompanied by any unmatured
Coupons appertaining thereto) the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like aggregate principal amount of definitive Securities of the same
series and of like tenor or authorized denominations; provided, however, that no
definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and
provided further that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in Section 303.




          If temporary Securities of any series are issued in global form, any such temporary global
Securities shall, unless otherwise provided therein, be delivered to the London office of a
depositary or common depositary (the “Common Depositary”), for the benefit of Euro-clear and CEDEL
S.A., for credit to the respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).




          Without unnecessary delay but in any event not later than the date specified in, or determined
pursuant to the terms of, any such temporary global Security (the “Exchange Date”), the Company
shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the
principal amount of such temporary global Security, executed by the Company. On or after the
Exchange Date such temporary global Security shall be surrendered by the Common Depositary to the
Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in
part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such temporary global Security, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like tenor as the
portion of such temporary global Security to be exchanged. The definitive Securities to be
delivered in exchange for








 




32


any such temporary global Security shall be in bearer form, registered form, definitive global
form, or any combination thereof, as specified as contemplated by Section 301, and, if any
combination thereof is so specified, as requested by the beneficial owner thereof;
provided, however, that, unless otherwise specified in such temporary global
Security, upon such presentation by the Common Depositary, such temporary global Security shall be
accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euro-clear
as to the portion of such temporary global Security held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by CEDEL S.A. as to the portion
of such temporary global Security held for its account then to be exchanged, each in the form set
forth in Exhibit A.2 to this Indenture; and provided further that definitive Bearer
Securities (including a definitive global Bearer Security) shall be delivered in exchange for a
portion of a temporary global Security only in compliance with the requirements of Section 303.




          Unless otherwise specified in such temporary global Security, the interest of a beneficial
owner of Securities of a series in a temporary global Security shall be exchanged for definitive
Securities of the same series and of like tenor following the Exchange Date when the beneficial
owner instructs Euro-clear or CEDEL S.A., as the case may be, to request such exchange on his
behalf and delivers to Euro-clear or CEDEL S.A., as the case may be, a certificate in the form set
forth in Exhibit A.1 to this Indenture, dated no earlier than 30 days prior to the Exchange Date,
copies of which certificate shall be available from the offices of Euro-clear, CEDEL S.A., the
Trustee, any Authenticating Agent appointed for such series of Securities and any Paying Agent
appointed for such series of Securities. Unless otherwise specified in such temporary global
Security, any such exchange shall be made free of charge to the beneficial owners of such temporary
global Security, except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like in the event that such Person does not take
delivery of such definitive Securities in person at the offices of Euro-clear or CEDEL S.A. The
definitive Securities in bearer form to be delivered in exchange for any portion of a temporary
global Security shall be delivered only outside the United States.




          Until exchanged in full as hereinabove provided, the temporary Securities of any series shall
in all respects








 



33



be entitled to the same benefits under this Indenture as definitive Securities of the same series
and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as
contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment
Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable
to Euro-clear and CEDEL S.A. on such Interest Payment Date upon delivery by Euro-clear and CEDEL
S.A. to the Trustee of a certificate or certificates in the form set forth in Exhibit A.3 to this
Indenture, for credit without further interest on or after such Interest Payment Date to the
respective accounts of the Persons who are the beneficial owners of such temporary global Security
(or to such other accounts as they may direct) on such Interest Payment Date and who have each
delivered to Euro-clear or CEDEL S.A., as the case may be, a certificate in the form set forth in
Exhibit A.4 to this Indenture. Any interest so received by Euro-clear and CEDEL S.A. and not paid
as herein provided shall be returned to the Trustee immediately prior to the expiration of two
years after such Interest Payment Date in order to be repaid to the Company in accordance with
Section 1003.




          Anything in this Section 304 to the contrary notwithstanding, the Board Resolutions or
supplemental indenture, as the case may be, creating a series of Securities may establish the
requirements (which may vary from those set forth in this Section 304) concerning the form of
temporary Securities and procedures for exchanging them for definitive Securities.




          SECTION 305. Registration, Registration of Transfer and Exchange. The Company shall
cause to be kept at an office or agency to be maintained by the Company in accordance with Section
1002 a register (the “Security Register”) in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Registered Securities and the
registration of transfers of Registered Securities. The Trustee is hereby appointed “Security
Registrar” for the purpose of registering Registered Securities and transfers of Registered
Securities as herein provided. No office or agency designated pursuant to Section 1002 shall
maintain a register with respect to Securities of any series but the Security Register shall
reflect the combined register of the Security Registrar and all transfer agents designated pursuant
to Section 1002 for the purpose of registration of transfer of Securities.





 











 




34



          Upon surrender for registration of transfer of any Registered Security of any series at the
office or agency of the Company maintained pursuant to Section 1002 for such purpose in a Place of
Payment for such 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, of a like aggregate principal amount.




          At the option of the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series of any authorized denominations and of a like aggregate
principal amount and tenor, upon surrender of the Securities to be exchanged at any such office or
agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.




          Bearer Securities and Coupons appertaining thereto shall be transferable by delivery.




          Bearer Securities may not be issued in exchange for Registered Securities.




          At the option of the Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series of any authorized denominations and of a like aggregate principal
amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or
agency, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the
Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured
Coupon or Coupons in default, such exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of
such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by
the Company and the Trustee if there is furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a
payment shall have been made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that, except as otherwise provided in Section 1002 or in the
Board Resolution or supplemental indenture creating the series of Securities to which they relate,
interest









 



35


represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an
office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in exchange for a Registered
Security of the same series and like tenor after the close of business at such office or agency on
(i) any Regular Record Date and before the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) 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
Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or
proposed date for payment, as the case may be, and interest or Defaulted Interest, as the case may
be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may
be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such Coupon when due in accordance with the provisions of this
Indenture.




          Whenever any Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.




          Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301,
any definitive global Bearer Security shall be exchangeable only as provided in this paragraph. If
the beneficial owners of interests in a definitive global Bearer Security are entitled to exchange
such interests for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301, then without
unnecessary delay but in any event not later than the earliest date on which such interest may be
so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal
amount equal to the principal amount of such definitive global Bearer Security, executed by the
Company. On or after the earliest date on which such interests may be so exchanged, such definitive
global Bearer Security shall be surrendered by the Common Depositary or such other depositary or
Common Depositary 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 from time to time in part,
for definitive Securities without charge and the Trustee shall authenticate and deliver, in
exchange for each









 



36


portion of such definitive global Bearer Security, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like tenor as the
portion of such definitive global Bearer Security to be exchanged which, unless the Securities of
the series are not issuable both as Bearer Securities and as Registered Securities, as specified as
contemplated by Section 301, shall be in the form of Bearer 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 a period beginning at the opening of
business 15 days before any selection of Securities of that series to be redeemed and ending on the
relevant Redemption Date; and provided further that no Bearer Security delivered in
exchange for a portion of a definitive global Security shall be mailed or otherwise delivered to
any location in the United States. If a Registered Security is issued in exchange for any portion
of a definitive global Bearer Security after the close of business at the office or agency where
such exchange occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and the
opening of business at such office or agency on the related proposed date for payment of Defaulted
Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for payment, as the
case may be, only to the Person to whom interest in respect of such portion of such definitive
global Bearer Security is payable in accordance with the provisions of this Indenture.




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




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





 











 




37


          No service charge shall be made 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 1107 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 any
selection of Securities of that series to be redeemed and ending at the close of business on (A) if
Securities of the series are issuable only as Registered Securities, the day of the mailing of the
relevant notice of redemption and (B) if Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of redemption or, if Securities
of the series are also issuable as Registered Securities and there is no publication, the mailing
of the relevant notice of redemption, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption, in whole or in part, except the unredeemed portion
of any Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for
redemption except that such a Bearer Security may be exchanged for a Registered Security of that
series and like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption.




          SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If (i) any mutilated
Security or a Security with a mutilated Coupon appertaining to it is surrendered to the Company or
the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Security
or Coupon, and (ii) there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security or Coupon has been acquired by a bona fide purchaser, the
Company shall execute and upon its request the Trustee shall authenticate and deliver, in exchange
therefor or in lieu thereof or in exchange for the Security to which a destroyed, lost or stolen
Coupon appertains (with all appurtenant Coupons not destroyed, lost or stolen), a new Security of
like tenor and principal amount, bearing a number not contemporaneously outstanding, with Coupons
corresponding to the Coupons, if any, appertaining to the surrendered, destroyed, lost or stolen
Security or to the











 



38



Security to which such mutilated, destroyed, lost or stolen Coupon appertains.




          In case any such mutilated, destroyed, lost or stolen Security or Coupon has become or is
about to become due and payable, the Company in its discretion may, instead of issuing a new
Security or Coupon pay such Security or Coupon; provided, however, that principal
of (and premium, if any) and any interest on Bearer Securities shall, except as otherwise provided
in Section 1002, be payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 301, any interest on Bearer Securities shall
be payable only upon presentation and surrender of the Coupons appertaining thereto.




          Upon the issuance of any new Security under this Section, 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 connected therewith.




          Every new Security with its Coupons, if any, issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security or in exchange for a Security to which a mutilated,
destroyed, lost or stolen Coupon appertains, shall constitute an original additional contractual
obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security with
its Coupons, if any, or the mutilated, destroyed, lost or stolen Coupon, shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities and Coupons 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 Coupons.




          SECTION 307. Payment of Interest; Interest Rights Preserved. Unless otherwise provided
as contemplated by Section 301 with respect to any series of Securities, interest on any Registered
Security which is payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest in
respect of Registered Securities of











 



39



such series except in the case of a Security issued between a Regular Record Date and an Interest
Payment Date where the first payment of interest will be paid to the person in whose name such
Security (or one or more Predecessor Security) is registered at the close of business on such date
of issue. In case a Bearer Security of any series is surrendered in exchange for a Registered
Security of the same series and like tenor after the close of business (at an office or agency
maintained by the Company for such purpose for such series) on any Regular Record Date and before
the opening of business (at such office or agency) on the relevant Interest Payment Date, such
Bearer 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 Bearer Security, but will be payable only to the Holder of such Coupon
when due in accordance with the provisions of this Indenture.




          Any interest on any Registered Security which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date for Securities of such series (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 the series in respect of which interest is in default
(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 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 paragraph 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














 



40





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 Securities of such series at his address 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 mailed as aforesaid,
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 on
such Special Record Date and shall no longer be payable pursuant to the following paragraph
(2). In case a Bearer Security of any series is surrendered in exchange for a Registered
Security of the same series and like tenor after the close of business (at an office or
agency maintained by the Company for such purpose for such series) 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 Bearer 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 Bearer Security, but will be payable only to the Holder of such Coupon
when due in accordance with the provisions of this Indenture.




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



          Subject to the foregoing provisions of this
Section and Section 305, each Security delivered under this
Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights
















 





41



to interest accrued and unpaid, and to accrue, which were carried by such other Security.




          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 any 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 Sections 305 and 307) interest on such Security and for all other purposes whatsoever,
whether or not such 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.



          The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of
any Bearer Security and the bearer of any Coupon as the absolute owner of such Security or Coupon
for the purpose of receiving payment thereof or on account thereof and for all other purposes,
whether or not such Security or Coupon 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.



          SECTION 309. Cancelation. All Securities and Coupons surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee for cancelation. The Company may at any time deliver to the
Trustee for cancelation any Securities previously authenticated and delivered hereunder, together
with all unpaid Coupons appertaining thereto which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled Securities and
Coupons held by the Trustee shall be disposed of as directed by a Company Order.



          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 360-day year of twelve 30-day months.











 





42



          SECTION 311. Currency and Manner of Payments in Respect of Securities.The provisions
of this Section shall apply to the Securities of any series unless otherwise provided as
contemplated by Section 301.




     (a) The following payment provisions shall apply to any Registered Security of any series
denominated in any currency or any currency unit, including without limitation ECU, except as
provided in paragraph (b) below:




     (1) Except as provided in subparagraph (a)(2) or, in the case of a Registered
Security denominated in a Foreign Currency or any currency unit, in paragraph (e)
below, payment of principal of and premium, if any, on such Registered Security will be
made at the Place of Payment by delivery of a check or draft in the currency or
currency unit in which the Security is denominated on the payment date against
surrender of such Registered Security, and any interest on any Registered Security will
be paid at the Place of Payment by mailing a check in the currency or currency unit in
which such interest is payable (which shall be the same as that in which the Security
is denominated unless otherwise provided) to the Person entitled thereto at the address
of such Person appearing on the Security Register.




     (2) Payment of the principal of, premium, if any, and interest, if any, on such
Security may also, subject to applicable laws and regulations, be made at such other
place or places as may be designated by the Company by any appropriate method.




     (b) With respect to any Registered Security of any series denominated in any currency
unit, including without limitation ECU, if the following provisions (or any substitute
therefor, or addition thereto, not inconsistent with this Indenture) are established pursuant
to Section 301 and if the Company has not, before the delivery of the election referred to in
clause (1) below, deposited funds or securities in compliance with Section 401 or clause (a)
or (b) (if specified pursuant to Section 301) of Section 403, the following payment provisions
shall apply to any payment to be made prior to the giving of any notice to Holders














 





43



of any election to redeem pursuant to Section 1104, except as otherwise provided in paragraphs
(e) and (f) below:





     (1) A Holder of Securities of a series shall have the option to elect to receive
payments of principal of, premium, if any, and interest, if any, on such Securities in a
currency or currency unit (including Dollars), other than that in which the Security is
denominated, such election, as designated in the certificates for such Securities (or as
provided by Section 301 or a supplemental indenture with respect to uncertificated
securities), shall be made by delivering to the Trustee a written election, to be in
form and substance satisfactory to the Trustee, not later than the close of business in
New York, New York, on the day 15 days prior to the applicable payment date. Such
election will remain in effect for such Holder until changed by the Holder by written
notice to the Trustee (but any such written notice must be received by the Trustee not
later than the close of business on the day 15 days prior to the next payment date to be
effective for the payment to be made on such payment date and no such change may be made
with respect to payments to be made on any Security of such series with respect to which
notice of redemption has been given by the Company or in the name of the Company
pursuant to Article Eleven). Any Holder of any such Security who shall not have
delivered any such election to the Trustee in accordance with this paragraph (b) will be
paid the amount due on the applicable payment date in the relevant currency or currency
unit as provided in paragraph (a) of this Section 311. Payment of principal of and
premium, if any, shall be made on the payment date therefor against surrender of such
Security. Payment of principal of, premium, if any, and interest, if any, shall be made
at the Place of Payment by mailing at such location a check or draft, in the applicable
currency or currency unit, to the Holder entitled thereto at the address of such Holder
appearing on the Security Register.




     (2) Payment of the principal of, premium, if any, and interest, if any, on such
Security may also, subject to applicable laws and regulations, be made at such other
place or places as may be









 



44



designated by the Company by any appropriate method.



     (c) Payment of the principal of and premium, if any, and interest, if any, on any
Bearer Security will be made, except as provided in Section 304 with respect to
temporary global Securities, unless otherwise specified pursuant to Section 301 and/or
permitted as the result of a supplemental Indenture entered into in accordance with the
provisions of Section 901(11), at such place or places outside the United States as may
be designated by the Company pursuant to any applicable laws or regulations by any
appropriate method in the currency or currencies or currency unit or units in which the
Security is payable (except as provided in paragraph (e) below) on the payment date
therefor against surrender of the Bearer Security, in the case of payment of principal
and premium, if any, or the relevant Coupon, in the case of payment of interest, if any,
to a Paying Agent designated for such series pursuant to Section 1002.



     (d) Not later than 10 Business Days (with respect to any Place of Payment) prior to
each payment date, the Trustee shall deliver to the Company a copy of its record of the
respective aggregate amounts of principal of, premium, if any, and interest, if any, on
the Securities to be made on such payment date, in the currency or currency unit in
which each of the Securities is payable, specifying the amounts so payable in respect of
Registered Securities and Bearer Securities and in respect of the Registered Securities
as to which the Holders of Securities denominated in any currency unit shall have
elected to be paid in another currency or currency unit as provided in paragraph (b)
above. If the election referred to in paragraph (b) above has been provided for pursuant
to Section 301 and if at least one Holder has made such election, then, not later than
the fifth Business Day (with respect to any Place of Payment) (or the second Business
Day with respect to a Security denominated in a Foreign Currency or Currency Unit where
the Holder of such Security elects to be paid in United States dollars) prior to the
applicable payment date the Company will deliver to the Trustee an Exchange Rate
Officer’s Certificate in respect of the Dollar or Foreign Currency or currency unit
payments to be made on such payment date. The Dollar or Foreign Currency or currency
unit amount receivable by Holders of Registered Securities









 



45



denominated in a currency unit who have elected payment in another currency or currency
unit as provided in paragraph (b) above shall be determined by the Company on the basis
of the applicable Official Currency Unit Exchange Rate set forth in the applicable
Exchange Rate Officer’s Certificate.



     (e) If a Foreign Currency in which any Security is denominated or payable ceases to
be recognized both by the government of the country which issued such currency and for
the settlement of transactions by public institutions of or within the international
banking community, or if ECU ceases to be used both within the European Monetary System
and for the settlement of transactions by public institutions of or within the European
Communities, or if any other currency unit in which a Security is denominated or payable
ceases to be used for the purposes for which it was established, in each case determined
in good faith by the Company, then with respect to each date for the payment of
principal of, premium, if any, and interest, if any, on the applicable Security
denominated or payable in such Foreign Currency, ECU or such other currency unit
occurring after the last date on which such Foreign Currency, ECU or such other currency
unit was so used (the “Conversion Date”), the Dollar shall become the currency of
payment for use on each such payment date (but ECU or the Foreign Currency or the
currency unit previously the currency of payment shall, at the Company’s election,
resume being the currency of payment on the first such payment date preceded by 15
Business Days during which the circumstances which gave rise to the Dollar becoming such
currency no longer prevail, in each case as determined in good faith by the Company).
The Dollar amount to be paid by the Company to the Trustee and by the Trustee or any
Paying Agent to the Holder of such Security with respect to such payment date shall be
the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the
Dollar Equivalent of the Currency Unit, as determined by the Dollar Determination Agent
(which shall be delivered in writing to the Trustee not later than the fifth Business
Day prior to the applicable payment date) as of the Conversion Date or, if later, the
date most recently preceding the payment date in question on which such determination is
possible of performance, but not more than 15 days before such payment date (such
Conversion Date or date preceding a payment date




 












 




46



as aforesaid being called the “Valuation Date”) in the manner provided in paragraph (g) or (h)
below.





     (f) (i) If the Holder of a Registered Security denominated in a currency unit elects
payment in a specified Foreign Currency or currency unit as provided for by paragraph (b) and
such Foreign Currency ceases to be used both by the government of the country which issued
such currency and for the settlement of transactions by public institutions of or within the
international banking community, in each case as determined in good faith by the Company, such
Holder shall (subject to paragraph (e) above) receive payment in the currency unit in which
the Security is denominated, and (ii) if ECU ceases to be used both within the European
Monetary System and for the settlement of transactions by public institutions of or within the
European Communities and such Registered Security is payable in such currency unit, or if any
other such currency unit ceases to be used for the purposes for which it was established and
such Registered Security is payable in such currency unit, in each case as determined in good
faith by the Company, such Holder shall receive payment in Dollars (the amount to be
determined in the same manner as provided in clause (e) above). Each payment covered by an
election pursuant to paragraph (b) above shall be governed by the provisions of this paragraph
(f) (but, subject to any contravening valid election pursuant to paragraph (b) above, the
specified Foreign Currency in case (f)(i) or ECU or other currency unit in case (f)(ii) shall,
at the Company’s election, resume being the currency or currency unit, as applicable, of
payment with respect to Holders who have so elected, but only with respect to payments on
payment dates preceded by 15 Business Days during which the circumstances which gave rise to
such currency unit in case (f)(i) or the Dollar in case (f)(ii) becoming the currency unit or
currency, as applicable, of payment, no longer prevails, in each case as determined in good
faith by the Company).




     (g) The “Dollar Equivalent of the Foreign Currency” shall be determined by the Dollar
Determination Agent as of each Valuation Date and shall be obtained by converting the
specified Foreign Currency into Dollars at the Market Exchange Rate on the Valuation Date.











 





47


     (h) The “Dollar Equivalent of the Currency Unit” shall be determined by the Dollar
Determination Agent as of each Valuation Date and shall be the sum obtained by adding together
the results obtained by converting the Specified Amount of each Component Currency into
Dollars at the Market Exchange Rate on the Valuation Date for such Component Currency.




     (i) For purposes of this Section 311 the following terms shall have the following
meanings:




     A “Component Currency” shall mean any currency which, on the Conversion Date, was a
component currency of the relevant currency unit, including without limitation ECU.




     A “Specified Amount” of a Component Currency shall mean the number of units or
fractions thereof which such Component Currency represented in the relevant currency
unit, including without limitation ECU, on the Conversion Date. If after the Conversion
Date the official unit of any Component Currency is altered by way of combination or
subdivision, the Specified Amount of such Component Currency shall be divided or
multiplied in the same proportion. If after the Conversion Date two or more Component
Currencies are consolidated into a single currency, the respective Specified Amounts of
such Component Currencies shall be replaced by an amount in such single currency equal
to the sum of the respective Specified Amounts of such consolidated Component Currencies
expressed in such single currency, and such amount shall thereafter be a Specified
Amount and such single currency shall thereafter be a Component Currency. If after the
Conversion Date any Component Currency shall be divided into two or more currencies, the
Specified Amount of such Component Currency shall be replaced by specified amounts of
such two or more currencies, the sum of which, at the Market Exchange Rate of such two
or more currencies on the date of such replacement, shall be equal to the Specified
Amount of such former Component Currency and such amounts shall thereafter be Specified
Amounts and such currencies shall thereafter be Component Currencies.




     “Market Exchange Rate” shall mean for any currency the noon Dollar buying rate for
that











 





48



currency for cable transfers quoted in New York City on the Valuation Date as
certified for customs purposes by the Federal Reserve Bank of New York. If such
rates are not available for any reason with respect to one or more currencies for
which an Exchange Rate is required, the Dollar Determination Agent shall use, in
its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York as of the most recent available date, or
quotations from one or more major banks in New York City or in the country of issue
of the currency in question, or such other quotations as the Dollar Determination
Agent shall deem appropriate. Unless otherwise specified by the Dollar
Determination Agent if there is more than one market for dealing in any currency by
reason of foreign exchange regulations or otherwise, the market to be used in
respect of such currency shall be that upon which a nonresident issuer of
securities denominated in such currency would, as determined in its sole discretion
and without liability on the part of the Dollar Determination Agent, purchase such
currency in order to make payments in respect of such securities.



          All decisions and determinations of the Dollar Determination Agent regarding the Dollar
Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit and the Market
Exchange Rate shall be in its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and irrevocably binding upon the Company and all Holders of the
Securities and Coupons denominated or payable in the relevant currency or currency units. In
the event that a Foreign Currency ceases to be used both by the government of the country
which issued such currency and for the settlement of transactions by public institutions of or
within the international banking community, the Company, after learning thereof, will
immediately give notice thereof to the Trustee (and the Trustee will promptly thereafter give
notice in the manner provided in Section 106 to the Holders) specifying the Conversion Date.
In the event the ECU ceases to be used both within the European Monetary System and for the
settlement of transactions by public institutions of or within the European Communities, or
any other currency unit in which Securities or Coupons are denominated or payable, ceases to
be used for the purposes for which it was established, the Company, after learning thereof,
will immediately give notice thereof to the Trustee














 





49



(and the Trustee will promptly thereafter give notice in the manner provided in Section 106 to the
Holders) specifying the Conversion Date and the Specified Amount of each Component Currency on the
Conversion Date. In the event of any subsequent change in any Component Currency as set forth in
the definition of Specified Amount above, the Company, after learning thereof, will similarly give
notice to the Trustee. Any actions taken pursuant to the parentheticals at the end of the first
sentence of Section 311(e) and at the end of Section 311(f) shall be promptly set forth in like
notices from the Company to the Trustee and then from the Trustee to the Holders (which notice may
be mailed with payment to the Holders).




          Subject to the provisions of Sections 601 and 603, the Trustee shall be fully justified and
protected in relying and acting upon information received by it from the Company and the Dollar
Determination Agent, and shall not otherwise have any duty or obligation to determine or verify
such information independently.




ARTICLE FOUR




Satisfaction and Discharge




          SECTION 401. Satisfaction and Discharge of Indenture. This Indenture shall upon
Company Request cease to be of further effect with respect to any series of Securities specified
therein (except as to any surviving rights of (as applicable) registration of transfer or exchange
of Securities and Coupons, if any, of such series herein expressly provided for), and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to such series, when




          (1) either





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









 



50



provided in Section 1003) have been delivered to the Trustee for cancelation; or




     (B) all such Securities and Coupons of such series not theretofore delivered to the
Trustee for cancelation




     (i) have become due and payable,




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




     (iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee
in the name, and at the expense, of the Company, or




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




and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose (A) money in an
amount (in the currency or currency unit in which such Securities and Coupons of such
series are payable) or (B) in the case of Securities and Coupons, if any, denominated in
Dollars, U.S. Government Obligations (as defined in Section 405) or, in the case of
Securities and Coupons, if any, denominated in a Foreign Currency, Foreign Government
Securities (as defined in Section 405), 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 of principal (including any premium) and
interest, if any, under the Securities and Coupons, if any, of such series, money in an
amount or (C) a combination of (A) and (B) sufficient (in the opinion with respect to
(B) and (C) of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee) to pay and discharge the
entire indebtedness on such Securities and Coupons of such series not theretofore
delivered to the Trustee for cancelation, for principal (and premium, if any) and
interest, if any, to the date of such deposit (in the case of









 



51



Securities and Coupons of such series which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be; provided,
however, that the Company shall not make or cause to be made the deposit
provided by subclause (B) unless the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that there will not occur any violation of the
Investment Company Act of 1940, as amended, on the part of the Company, the trust funds
representing such deposit or the Trustee as a result of such deposit and the related
exercise of the Company’s option under this Section 401;




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




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



          Notwithstanding the satisfaction and discharge of this Indenture with respect to a series, the
obligations of the Company to the Trustee under Section 607, the obligations of the Trustee to any
Authenticating Agent under Section 615 and, if money, U.S. Government Obligations or Foreign
Government Securities shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, or if money, U.S. Government Obligations or Foreign Government
Securities 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.




          SECTION 402. Application of Trust Money. Subject to the provisions of the last
paragraph of Section 1003, all money, U.S. Government Obligations or Foreign Government Securities
deposited with the Trustee pursuant to Sections 401 and 403 shall be held in trust and applied by
it, in accordance with the provisions of the Securities and Coupons, if any, and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited with or received by
the Trustee.

















 



52


          SECTION 403. Satisfaction, Discharge and Defeasance of Securities of Any Series. If
this Section is specified, as contemplated by Section 301, to be applicable to Securities and
Coupons, if any, of any series, at the Company’s option, either




     (a) the Company will be deemed to have been Discharged (as defined below) from its
obligations with respect to Securities and Coupons, if any, of such series or




     (b) the Company will cease to be under any obligation to comply with any term, provision
or condition set forth in (x) Sections 801, 802 and 1007 or (y) the instrument or instruments
setting forth the terms, provisions or conditions of such series pursuant to Section 301
(provided in case of this subclause (y) that such instrument or instruments specify
which terms, provisions or conditions, if any, are subject to this clause (b); provided
further, however, that no such instrument may specify that the Company may cease
to comply with any obligations as to which it may not be Discharged pursuant to the definition
of “Discharged”);


in each case (a) and (b) with respect to the Securities and Coupons, if any, of such series, on the
91st day after the applicable conditions set forth below in (p) and either (q) or (r) have been
satisfied:





     (p)(1) the Company has paid or caused to be paid all other sums payable with
respect to the Outstanding Securities and Coupons, if any, of such series (in addition
to any sums required under (q) or (r)); and




     (2) the Company has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel as contemplated by Section 102 and each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of the entire
indebtedness on all Outstanding Securities and Coupons, if any, of any such series have
been complied with;




     (q)(1) the Company shall have deposited or caused to be deposited irrevocably with
the Trustee as a trust fund specifically pledged as security for, and dedicated solely
to, the benefit









 



53



of the Holders of the Securities and Coupons, if any, of such series (i) money in an
amount (in such currency, currencies or currency unit or units in which any Outstanding
Securities and Coupons, if any, of such series are payable) or (ii) in the case of
Securities and Coupons, if any, denominated in Dollars, U.S. Government Obligations (as
defined below) or, in the case of Securities and Coupons, if any, denominated in a
Foreign Currency, Foreign Government Securities (as defined below), 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 of principal
(including any premium) and interest, if any, under the Securities and Coupons, if any,
of such series, money in an amount (or (iii) a combination of (i) and (ii)) sufficient
(in the opinion with respect to (ii) and (iii) of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to
the Trustee) to pay and discharge each installment of principal of and premium, if any,
and interest, if any, on, the Outstanding Securities and Coupons, if any, of such series
on the dates such instalments of interest or principal are due, in the currency,
currencies or currency unit or units, in which such Securities and Coupons, if any, are
payable; provided, however, that the Company shall not make or cause to
be made the deposit provided by this clause (1) unless the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that there will not occur any
violation of the Investment Company Act of 1940, as amended, on the part of the Company,
the trust funds representing such deposit or the Trustee as a result of such deposit and
the related exercise of the Company’s option under this Section 403;




     (2)(i) no Event of Default or event (including such deposit) which with notice or
lapse of time or both 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, (ii) no
Event of Default as defined in clause (6) or (7) of Section 501, or event which with
notice or lapse of time or both would become an Event of Default under either such









 



54



clause, shall have occurred within 90 days after the date of such deposit and (iii) such
deposit and the related intended consequence under (a) or (b) will not result in any
default or event of default under any material indenture, agreement or other instrument
binding upon the Company or any of its properties; and




     (3) the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that Holders of the Securities and Coupons, if any, of such series will not
recognize income, gain or loss for Federal income tax purposes as a result of the
Company’s exercise of its option under this Section 403 and will be subject to Federal
income tax in the same amount, in the same manner and at the same times as would have
been the case if such option had not been exercised;




     (r) the Company has properly fulfilled such other means of satisfaction and
discharge as is specified, as contemplated by Section 301, to be applicable to the
Securities and Coupons, if any, of such series.




     Any deposits with the Trustee referred to in clause (q)(1) above will be made under the
terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any
Outstanding Securities and Coupons, if any, of such series are to be redeemed prior to their
Stated Maturity, whether pursuant to any mandatory redemption provisions or in accordance with
any mandatory sinking fund requirement, the applicable escrow trust agreement will provide
therefor and the Company will make arrangements for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.




     (c) The Trustee shall deliver or pay to the Company from time to time upon Company
Request any U.S. Government Obligations, Foreign Government Securities or money held by it as
provided in Section 401 or 403 which, in the opinion of a nationally-recognized firm of
independent public accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been required to be
deposited for the purpose for which such obligations or money were deposited or received. The
Trustee shall also deliver









 



55



or pay to the Company from time to time upon Company Request any U.S. Government Obligations,
Foreign Government Securities or money held by it as provided in Section 401 or 403, in
exchange for other U.S. Government Obligations, Foreign Government Securities or money, upon
the following conditions:




     (1) such exchange shall occur simultaneously;




     (2) the Company has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided for
relating to the exchange contemplated by paragraph (c) of this Section have been
complied with; and




     (3) in the opinion of a nationally-recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee,
immediately after such exchange the U.S. Government Obligations, Foreign Government
Securities or money then held by the Trustee as provided in Section 401 or 403 shall be
in such amount as then would have been required to be deposited in order to comply with
Section 401(1) or 403(q)(l) hereof, as the case may be.



          SECTION 404. Reinstatement. If the Trustee is unable to apply any money, U.S.
Government Obligations or Foreign Government Securities in accordance with Section 401 by reason of
any legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under
this Indenture and the Securities and Coupons, if any, of such series shall be revived and
reinstated as though no deposit had occurred pursuant to Section 401 until such time as the Trustee
is permitted to apply all such money, U.S. Government Obligations or Foreign Government Securities
in accordance with Section 401; provided, however, that if the Company has made any
payment of interest on or principal of (and premium, if any) on any Securities and Coupons, if any,
of such series because of the reinstatement of its obligations, the Company shall be subrogated to
the rights of the Holders of such series of Securities and Coupons, if any, to receive such payment
from the money, U.S. Government Obligations or Foreign Government Securities held by the Trustee.









 



56


          SECTION 405. Definitions. The following terms, as used in this Article IV, shall have
the following meanings:




     “Discharged” means that the Company will be deemed to have paid and discharged the entire
indebtedness represented by, and obligations under, the Securities and Coupons, if any, of the
series as to which Section 403 is specified as applicable as aforesaid and all provisions of
this Indenture relating to the Securities and Coupons, if any, of such series shall no longer
be deemed in effect (and the Trustee, at the expense of the Company, will execute proper
instruments acknowledging the same), except as to (A) the rights of Holders thereof to
receive, from the trust fund described in clause (q)(l) above, payment of the principal of and
the interest, if any, on such Securities and Coupons, if any, when such payments are due, (B)
the Company’s obligations with respect to such Securities and Coupons, if any, under Sections
305 and 306 (insofar as applicable to Securities of such series), 402, 1002 and 1003 (last
paragraph only) and the Company’s obligations to the Trustee under Sections 607 and 610, (C)
the rights of Holders of Securities of any series with respect to the currency or currency
units in which they are to receive payments of principal, premium, if any, and interest and
(D) the rights, powers, trusts, duties and immunities of the Trustee hereunder, will survive
such discharge. The Company will reimburse the trust fund for any loss suffered by it as a
result of any tax, fee or other charge imposed on or assessed against deposited U.S.
Government Obligations or Foreign Government Securities, as the case may be, or any principal
or interest paid on such obligations, and, subject to the provisions of Section 607, will
indemnify the Trustee against any claims made against the Trustee in connection with any such
loss.




     “Foreign Government Securities” means, with respect to Securities and Coupons, if any, of
any series that are denominated in a Foreign Currency, securities that are (i) direct
obligations of the government that issued or caused to be issued such currency for the payment
of which obligations its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of such government the
timely payment of which is unconditionally guaranteed as a









 



57



full faith and credit obligation by such government, which, in either case under clauses
(i) or (ii), are not callable or redeemable at the option of the issuer thereof.




     “U.S. Government Obligations” means securities that are (i) direct obligations of the
United States of America for the payment of which its full faith and credit is pledged or (ii)
obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the timely payment of which is unconditionally guaranteed as a
full faith and credit obligation of the United States of America, which, in either case under
clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof, and
will also include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligation or a specified payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S. Government Obligation
or the specific payment of interest on or principal of the U.S. Government Obligation
evidenced by such depository receipt.



ARTICLE FIVE




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 (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body), unless it is specifically deleted or modified in or
pursuant to the supplemental indenture or Board Resolution establishing such series of Securities
or in the form of Security for such series:




     (1) default in the payment of any interest upon any Security of that series when it
becomes due and














 




58



payable, and continuance of such default for a period of 30 days; or




     (2) default in the payment of the principal of (or premium, if any, on) any 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 of the Company contained in
Section 1007 and continuance of such default or breach for a period of 60 days after such
default has become known to an officer of the Company; or




     (5) 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 the performance or breach of
which is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of a 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 principal amount of the Outstanding
Securities of that 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




     (6) the entry of a decree or order by a court having jurisdiction in the premises
adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the Company
under the Federal Bankruptcy Act or any other applicable Federal or State law or law of the
District of Columbia, or appointing a receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of any such decree
or order unstayed and in effect for a period of 60 consecutive days;









 



59



     (7) the commencement by the Company of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or consent seeking reorganization or
relief under the Federal Bankruptcy Act or any other applicable Federal or State law or law of
the District of Columbia, or the consent by it to the filing of any such petition or to the
appointment of 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




     (8) any other Event of Default provided with respect to Securities of that series.



          SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an Event of
Default with respect to Securities of any series at the time Outstanding occurs and is continuing,
then in every such case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if the Securities of
that series are Original Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of all of the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee if given by
Holders), and upon any such declaration such principal amount (or specified amount) shall become
immediately due and payable.




          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 Holders of a majority in principal amount of
the Outstanding Securities of that series, by











 



60



written notice to the Company and the Trustee, may rescind and annul such declaration and its
consequences if





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




     (A) all overdue interest on all Securities of that series,




     (B) the principal of (and premium, if any, on) any Securities of that series which
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
installments of interest at the rate or rates prescribed therefor in such Securities,
and




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



     and




     (2) all Events of Default with respect to Securities of that series other than the
non-payment of the principal of Securities of that series which have become due solely by such
acceleration, have been cured or waived as provided in Section 508.


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




          
SECTION 503. Trustee’s Power To Bring Suit; Notice Required. If an Event of Default
shall have occurred and be continuing for a period of 30 days after the Trustee shall have given
the Company written notice requiring such Event of Default to be remedied, and subject to the
provisions of Sections 506 and 507, then the Trustee in its own name, and as trustee of an express
trust, shall be entitled and empowered to institute any suits, actions or proceedings at law, in
equity or otherwise, to recover judgment against the Company or any other obligor on such
Securities and Coupons, if any, for the amount due and unpaid, and may prosecute any such claim or
proceeding to judgment or final decree, and may enforce any such judgment or final decree















 



61

against the Company or any such other obligor and collect the moneys adjudged or decreed to be
payable in any manner provided by law, or of any of the Trustee’s rights or the rights of the
Holders of such Securities and Coupons under this Indenture, or by the enforcement of any such
other appropriate legal or equitable remedy, as the Trustee, being advised by counsel, shall deem
most effectual to protect and enforce any of its rights or powers of such Holders, and such power
of the Trustee shall not be affected by the exercise of any right, power or remedy for the
enforcement of the provisions of this Indenture.




          SECTION 504. Upon Default Company Will Pay Principal and Interest upon Demand of
Trustee. In case





     (1) default is made in the payment of any installment of interest on any Security or
Coupon when such interest becomes due and payable and such default continues for the period of
grace (if any) provided for with respect to such Security,




     (2) default is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof and such default continues for the period of grace (if any)
provided for with respect to such Security, or




     (3) default is made in the deposit of any sinking fund payment, when and as due by the
terms of a Security,


then in any such event, upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the Holders of such Securities and Coupons, the whole amount then due and payable on
such Securities and Coupons, for principal, premium, if any, and interest, or any of them, as the
case may be, with interest at the rates specified in the respective Securities on the overdue
principal and premium, if any, and (to the extent that payment of such interest is legally
enforceable) on the overdue instalments of interest. In addition thereto, the Company will pay to
the Trustee a sufficient amount to cover the costs and expenses of collection, including reasonable
compensation to the Trustee, its agents, attorneys and counsel, and any other reasonable expenses
and liabilities incurred by the Trustee.




          SECTION 505. Judicial Proceedings Instituted by Trustee. (a) Trustee May File
Proofs of Claim; Appointment of Trustee as Attorney-in-Fact in Judicial Proceedings. The











 



62



Trustee in its own name, or as trustee of an express trust, or as attorney-in-fact for the Holders
of Securities and Coupons, or in any one or more of such capacities (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, premium (if any) or interest), shall be entitled and empowered to
file such proofs of claim and other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee and of the Holders of Securities and Coupons (whether such claims
be based upon the provisions of the Securities, the Coupons, or this Indenture) allowed in any
equity receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or any other
judicial proceedings relative to the Company, or any other obligor on the Securities or Coupons,
the creditors of the Company or any such other obligor, any property of the Company or any such
other obligor and any receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder of Securities and
Coupons to make such payments to the Trustee and in the event that the Trustee shall consent to the
making of such payments directly to the Holders of Securities and Coupons, to pay to the Trustee
any amount due to it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel. The Trustee is hereby irrevocably appointed (and the successive
respective Holders of the Securities and Coupons, by taking and holding the same, shall be
conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the
respective Holders, with authority to (i) make and file in the respective names of the Holders of
Securities and Coupons (subject to deduction from any such claims of the amounts of any claims
filed by any of the Holders of Securities and Coupons themselves), any claim, proof of claim or
amendment thereof, debt, proof of debt or amendment thereof, petition or other document in any such
proceedings and to receive payment of any amounts distributable on account thereof, (ii) execute
any such other papers and documents and to do and perform any and all such acts and things for and
on behalf of such Holders of Securities and Coupons, as may be necessary or advisable in order to
have the respective claims of the Trustee and of the Holders of Securities and Coupons against the
Company or any such other obligor, any property of the Company or any such other obligor allowed in
any such proceeding and (iii) receive payment of or on account of such claims and debt;
provided, however, that nothing contained in this











 



63



Indenture shall be deemed to give to the Trustee any right to accept or consent to any plan of
reorganization or otherwise by action of any character in any such proceeding to waive or change in
any way any right of any Holders of Securities and Coupons. Any moneys collected by the Trustee
under this Section shall be applied as provided in Section 512.




          (b) Trustee Need Not Have Possession of Securities or Coupons. All rights of action
and of asserting claims under this Indenture or under any of the Securities and Coupons enforceable
by the Trustee may be enforced by the Trustee without possession of any of such Securities and
Coupons or the production thereof on the trial or other proceedings relative thereto.




          (c) Suit To Be Brought for Ratable Benefit of Holders of Securities and Coupons. Any
suit, action or other proceeding at law, in equity or otherwise which shall be instituted by the
Trustee with respect to Securities of a series under any of the provisions of this Indenture shall
be for the equal, ratable and common benefit of all the Holders of Securities and Coupons of such
series, subject to the provisions of this Indenture.




          (d) Trustee May Be Restored to Former Position and Rights in Certain Circumstances. In
case the Trustee shall have proceeded to enforce any right under this Indenture by suit or
otherwise and such proceedings shall have been discontinued or abandoned for any reason, or shall
have been determined adversely to the Trustee, then in every such case, the Company and the Trustee
shall be restored without further act to their respective former positions and rights hereunder,
and all rights, remedies and powers of the Trustee shall continue as though no such proceedings had
been taken.




          SECTION 506. Security Holders May Demand Enforcement of Rights by Trustee. If an Event
of Default with respect to Securities of a series shall have occurred and shall be continuing, the
Trustee shall, upon the written request of the holders of a majority in aggregate principal amount
of the Securities of such series then Outstanding and upon the offering of indemnity as provided in
Section 603(e), proceed to institute one or more suits, actions or proceedings at law, in equity or
otherwise, or take any other appropriate remedy, to enforce payment of principal of, or premium, if
any, or interest on, the Securities or Coupons of such series under a judgment or decree of a court










 



64



or courts of competent jurisdiction or under the power of sale herein granted, or take such other
appropriate legal, equitable or other remedy, as the Trustee, being advised by counsel, shall deem
most effectual to protect and enforce any of the rights or powers of the Trustee or the Holders of
Securities and Coupons of such series, or, in case such Security Holders shall have requested a
specific method of enforcement permitted hereunder, in the manner requested, provided that such
action shall not be otherwise than in accordance with law and the provisions of this Indenture, and
the Trustee, subject to such indemnity provisions, shall have the right to decline to follow any
such request if the Trustee in good faith shall determine that the suit, proceeding or exercise of
other remedy so requested would involve the Trustee in personal liability or expense.




          SECTION 507. Control by Security Holders. The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any
trust or power conferred on the Trustee with respect to the Securities of such series,
provided that





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




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




     (3) subject to the provisions of Section 601, the Trustee shall have the right to decline
to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or
Officers of the Trustee, determine that the action so directed would involve the Trustee in
personal liability.



          SECTION 508. Waiver of Past Defaults. The Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of the Holders of all
the Securities and related Coupons of such series waive any past default hereunder and its
consequences with respect to the Securities of such series, except a default





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









 



65



     (2) in respect of a covenant or provision hereof which under Article Nine 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 with respect to the Securities of such
series, and any Event of Default with respect to the Securities of such series 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 509. Holder May Not Bring Suit Except Under Certain Conditions. A Holder of
any Securities of any series or any related Coupon shall not have the right to institute any suit,
action or proceeding at law or in equity or otherwise, with respect to this Indenture, for the
appointment of a receiver or for the enforcement of any other remedy hereunder, unless:





     (1) an Event of Default with respect to Securities of such series shall have occurred and
be continuing and such Holder has previously given written notice to the Trustee of such
continuing Event of Default;




     (2)
the Holders of at least 25% in aggregate principal amount of illegible of that
series then Outstanding shall illegible in writing to institute such
illegible and
shall have offered to the illegible provided in Section 603(e);




     (3)
the Trustee illegible or neglected to institute any such illegible for 60
days after receipt illegible and offer of indemnity; and




     (4) no direction inconsistent with such written request had been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of Outstanding
Securities of that series.



          It is understood and intended that no one or more of such Holders shall have any right in any
manner whatever hereunder or under the Securities or Coupons to (i) surrender, impair, waive,
affect, disturb or prejudice the rights of the Holders of any other Securities or Coupons, (ii)
obtain or seek to obtain priority over or preference to










 



66



any other such Holder or (iii) enforce any right under this Indenture, except in the manner herein
provided and for the, ratable and common benefit of all such Holders subject to the provisions of
this Indenture.




          SECTION 510. Undertaking To Pay Court Costs. All parties to this Indenture, and each
Holder of any Security or Coupon by his acceptance thereof, shall be deemed to have agreed that any
court may in its discretion require, in any suit, action or proceeding for the enforcement of any
right or remedy under this Indenture, or in any suit, action or proceeding against the Trustee for
any action taken or omitted by it as Trustee hereunder, the filing by any party litigant in such
suit, action or proceeding of an undertaking to pay the costs of such suit, action or proceeding,
and that such court may, in it discretion, assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in such suit, action or proceeding, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; provided,
however, that the provisions of this Section shall not apply to (a) any suit, action or
proceeding instituted by the Trustee, (b) any suit, action or proceeding instituted by any Security
Holder or group of Security Holders holding in the aggregate more than 10% in aggregate principal
amount of the Outstanding Securities of any series or (c) any suit, action or proceeding instituted
by any Holder for the enforcement of the payment of the principal of, or premium, if any, or
interest on, any of the Securities or Coupons, on or after the respective due dates expressed
therein.




          SECTION 511. Right of Holders To Receive Payment Not To Be Impaired. Anything in this
Indenture to the contrary notwithstanding, the right of any Holder of any Security or Coupon to
receive payment of the principal of, and premium, if any, and (subject to Section 307) interest on,
such Security or payment of such Coupon, on or after the respective due dates expressed in such
Security or Coupon (or, in case of redemption, on the Redemption Date fixed for such Security), or
to institute suit for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.




          SECTION 512. Application of Moneys Collected by Trustee. Any moneys collected or to be
applied by the Trustee pursuant to this Article (other than moneys at the time required to be held
for the payment of specific Securities or Coupons at Maturity or at a time fixed for the
















 





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redemption thereof) shall be applied in the following order from time to time, on the date or dates
fixed by the Trustee and, in the case of a distribution of such moneys on account of principal,
premium, if any, or interest, upon presentation of the several Outstanding Securities or Coupons,
and stamping thereon of 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 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, respectively; and




     THIRD: the balance, if any, to the Person or Persons entitled thereto.



          SECTION 513. Waiver of Stay or Extension Laws. To the extent it may lawfully do so,
the Company, for itself and for any person who may claim through or under it, hereby:





     (1) agrees that neither it nor any such person will set up, plead, claim or in any manner
whatsoever take advantage of, any stay or extension law, now or hereafter in force in any
jurisdiction, which may delay, prevent or otherwise hinder the performance or enforcement or
foreclosure of this Indenture; and




     (2) waives all benefit or advantage of any such laws.



          SECTION 514. Remedies Cumulative; Delay or Omission Not a Waiver. Every remedy given
hereunder to the Trustee or to any of the Holders of Securities or Coupons shall not be exclusive
of any other remedy or remedies, and every such remedy shall be cumulative and in addition to every
other remedy given hereunder or now or hereafter given by statute, law, equity or otherwise. The
Trustee may exercise all or any of the powers, rights, or remedies given to it hereunder or which
may be now or hereafter given by statute, law or equity or otherwise, in its absolute discretion.
No course of dealing between the Company and the











 



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Trustee or the Holders of Securities or Coupons or any delay or omission of the Trustee or of any
such Holder to exercise any right, remedy or power accruing upon any Event of Default shall impair
any right, remedy or power or shall be construed to be a waiver of any such Event of Default or of
any right of the Trustee or of the Holders of Securities and Coupons or acquiescence therein, and,
subject to the provisions of Section 507, every right, remedy and power given by this Article to
the Trustee of to the Holders of Securities and Coupons may be exercised from time to time and as
often as may be deemed expedient by the Trustee or by such Holders.




ARTICLE SIX




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 such duties and only such duties as are
specifically set forth in this Indenture with respect to Securities of such series, 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 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) In case 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.










 



69




          (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 willful misconduct,
except that





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




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




     (3) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it -in good faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Securities of any series relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Indenture with respect to the Securities
of such series; 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 shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.



          (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.




          (e) The Trustee shall not be deemed to have knowledge of a default unless either (a) a
Responsible Officer of the Corporate Trustee Administration Department of the Trustee shall have
actual knowledge of such default or (b) the Trustee shall have received written notice thereof from
the Company or any Holder.




          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 notice as
provided in Section 106 of such default hereunder

















 





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known to the Trustee to the Holders of Securities of such series, 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 on any Security of such series or
in the payment of any sinking fund or purchase fund installment, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Holders of Securities of such series;
and provided further that in the case of any default of the character specified in Sections
501(4) or (5) with respect to Securities of such series no such notice to Holders shall be given
until at least 60 days after the occurrence thereof. For the purpose of this Section, the term
“default” means any event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to the Securities of such series.




          SECTION 603. Certain Rights of Trustee. Subject to the provisions of Section 601:





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




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




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




     (d) the Trustee may consult with counsel and the written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken, suffered or









 



71



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 of any
Securities or of any related Coupons pursuant to this Indenture, unless such Holders shall
have offered to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or direction;




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



          SECTION 604. Not Responsible for Recitals or Issuance of Securities. The recitals
contained herein and in the Securities and in any Coupons, except the certificates of
authentication, shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities or of the Coupons. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the Company of Securities
or the proceeds thereof.




          SECTION 605. May Hold Securities. The Trustee, any Paying Agent, Security Registrar or
any other agent of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and Coupons or warrants to purchase Securities and Coupons and, subject to











 



72



Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Paying Agent, Security Registrar or such other agent.




          SECTION 606. Money Held in Trust. Except as provided in Section 115, money held by the
Trustee in trust hereunder need not be segregated from other funds except to the extent required by
law. The Trustee or any Paying Agent shall be under no liability for interest on any money received
by it hereunder except as otherwise agreed with the Company.




          SECTION 607. Compensation and Reimbursement. The Company agrees





     (1) to pay to the Trustee from time to time in Dollars 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 in Dollars
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 or bad faith; and




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



          All such payments and reimbursements shall be made with interest at the rate of 6% per annum.
As security for the performance of the obligations of the Company under this Section the Trustee
shall have a lien prior to the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal of (and premium, if any)
or interest on particular Securities.

















 



73





          SECTION 608. Disqualification; Conflicting Interests. (a) If the Trustee has or shall
acquire any conflicting interest, as defined in this Section, with respect to the Securities and
Coupons, if any, of any series it shall, within 90 days after ascertaining that it has such
conflicting interest, either eliminate such conflicting interest or resign with respect to the
Securities and Coupons, if any, of that series in the manner and with the effect hereinafter
specified in this Article.




          (b) In the event that the Trustee shall fail to comply with the provisions of Subsection (a)
of this Section with respect to the Securities of any series, the Trustee shall, within 10 days
after the expiration of such 90-day period, transmit in the manner and to the extent provided in
Section 703(c), to all Holders of such series, notice of such failure.




          (c) For the purposes of this Section, the Trustee shall be deemed to have a conflicting
interest with respect to the Securities of any series if





     (1) the Trustee is trustee under this Indenture with respect to the Outstanding
Securities of any series other than that series or is trustee under another indenture under
which any other securities, or certificates of interest or participation in any other
securities, of the Company are outstanding, unless such other indenture is a collateral trust
indenture under which the only collateral consists of Securities issued under this Indenture;
provided that there shall be excluded from the operation of this paragraph this
Indenture with respect to the Securities of any series other than that series, the obligations
of the Company as guarantor of the Term Bonds Due 1991, 1996 and 2011 issued under the
Collateral Trust Indenture Dated as of March 15, 1986, Among National Cooperative Services, as
Issuer, Deseret Generation & Transmission Co-operative, the Company, as Guarantor and the
Trustee, as Collateral Indenture Trustee as evidenced by the Guaranty Agreement dated as of
March 15, 1986 between the Company and the Trustee, as Collateral Indenture Trustee or any
indenture or indentures under which other securities, or certificates of interest or
participation in other securities, of the Company are outstanding, if




     (i) this Indenture and such other indenture or indentures are wholly unsecured and
such other









 



74



indenture or indentures are hereafter qualified under TIA, unless the Commission shall
have found and declared by order pursuant to Section 305(b) or Section 307(c) of TIA
that differences exist between the provisions of this Indenture with respect to
Securities of that series and one or more other series or the provisions of such other
indenture or indentures which are so likely to involve a material conflict of interest
as to make it necessary in the public interest or for the protection of investors to
disqualify the Trustee from acting as such under this Indenture with respect to the
Securities of that series and such other series or under such other indenture or
indentures, or




     (ii) the Company shall have sustained the burden of proving, on application to the
Commission and after opportunity for hearing thereon, that trusteeship under this
Indenture with respect to the Securities of that series and such other series or such
other indenture or indentures is not so likely to involve a material conflict of
interest as to make it necessary in the public interest or for the protection of
investors to disqualify the Trustee from acting as such under this Indenture with
respect to the Securities of that series and such other series or under such other
indenture or indentures;




     (2) the Trustee or any of its directors or executive officers is an obligor upon the
Securities or an underwriter for the Company;




     (3) the Trustee directly or indirectly controls or is directly or indirectly controlled
by or is under direct or indirect common control with the Company or an underwriter for the
Company;




     (4) the Trustee or any of its directors or executive officers is a director, officer,
partner, employee, appointee or representative of the Company, or of an underwriter (other
than the Trustee itself) for the Company who is currently engaged in the business of
underwriting, except that (i) one individual may be a director or an executive officer, or
both, of the Trustee and a director or an executive officer, or both, of the Company but may
not be at the same time an executive officer of both the Trustee and the Company;









 



75



(ii) if and so long as the number of directors of the Trustee in office is more than nine, one
additional individual may be a director or an executive officer, or both, of the Trustee and a
director of the Company; and (iii) the Trustee may be designated by the Company or by any
underwriter for the Company to act in the capacity of transfer agent, registrar, custodian,
paying agent, fiscal agent, escrow agent or depositary, or in any other similar capacity, or,
subject to the provisions of paragraph (1) of this Subsection, to act as trustee, whether
under an indenture or otherwise;




     (5) 10% or more of the voting securities of the Trustee is beneficially owned either by
the Company or by any director, partner or executive officer thereof, or 20% or more of such
voting securities is beneficially owned, collectively, by any two or more of such persons; or
10% or more of the voting securities of the Trustee is beneficially owned either by an
underwriter for the Company or by any director, partner or executive officer thereof, or is
beneficially owned, collectively, by any two or more such persons;




     (6) the Trustee is the beneficial owner of, or holds as collateral security for an
obligation which is in default (as hereinafter in this Subsection defined), (i) 5% or more of
the voting securities, or 10% or more of any other class of security, of the Company not
including the Securities issued under this Indenture and securities issued under any other
indenture under which the Trustee is also trustee, or (ii) 10% or more of any class of
security of an underwriter for the Company;




     (7) the Trustee is the beneficial owner of, or holds as collateral security for an
obligation which is in default (as hereinafter in this Subsection defined), 5% or more of the
voting securities of any person who, to the knowledge of the Trustee, owns 10% or more of the
voting securities of, or controls directly or indirectly or is under direct or indirect common
control with, the Company;




     (8) the Trustee is the beneficial owner of, or holds as collateral security for an
obligation which is in default (as hereinafter in this Subsection defined), 10% or more of any
class of security of any person who, to the knowledge of the Trustee, owns 50% or more of the
voting securities of the Company; or














 





76




     (9) the Trustee owns, on May 15 in any calendar year, in the capacity of executor,
administrator, testamentary or inter vivos trustee, guardian, committee or conservator, or in
any other similar capacity, an aggregate of 25% or more of the voting securities, or of any
class of security, of any person, the beneficial ownership of a specified percentage of which
would have constituted a conflicting interest under paragraph (6), (7) or (8) of this
Subsection. As to any such securities of which the Trustee acquired ownership through becoming
executor, administrator or testamentary trustee of an estate which included them, the
provisions of the preceding sentence shall not apply, for a period of two years from the date
of such acquisition, to the extent that such securities included in such estate do not exceed
25% of such voting securities or 25% of any such class of security. Promptly after May 15 in
each calendar year, the Trustee shall make a check of its holdings of such securities in any
of the above-mentioned capacities as of such May 15. If the Company fails to make payment in
full of the principal of, or premium, if any, or interest on any of the Securities when and as
the same becomes due and payable, and such failure continues for 30 days thereafter, the
Trustee shall make a prompt check of its holdings of such securities in any of the
above-mentioned capacities as of the date of the expiration of such 30-day period, and after
such date, notwithstanding the foregoing provisions of this paragraph, all such securities so
held by the Trustee, with sole or joint control over such securities vested in it, shall, but
only so long as such failure shall continue, be considered as though beneficially owned by the
Trustee for the purposes of paragraphs (6), (7) and (8) of this Subsection.



          The specification of percentages in paragraphs (5) to (9), inclusive, of this Subsection shall
not be construed as indicating that the ownership of such percentages of the securities of a person
is or is not necessary or sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this Subsection.




          For the purposes of paragraphs (6), (7), (8) and (9) of this Subsection only, (i) the terms
“security” and “securities” shall include only such securities as are generally known as corporate
securities, but shall not include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by











 



77



one or more banks, trust companies or banking firms, or any certificate of interest or
participation in any such note or evidence of indebtedness; (ii) an obligation shall be deemed to
be “in default” when a default in payment of principal shall have continued for 30 days or more and
shall not have been cured; and (iii) the Trustee shall not be deemed to be the owner or holder of
(A) any security which it holds as collateral security, as trustee or otherwise, for an obligation
which is not in default as defined in clause (ii) above, or (B) any security which it holds as
collateral security under this Indenture, irrespective of any default hereunder, or (C) any
security which it holds as agent for collection, or as custodian, escrow agent or depositary, or in
any similar representative capacity.





     (d) For the purposes of this Section:




     (1) The term “underwriter”, when used with reference to the Company, means every person
who, within three years prior to the time as of which the determination is made, has purchased
from the Company with a view to, or has offered or sold for the Company in connection with,
the distribution of any security of the Company outstanding at such time, or has participated
or has had a direct or indirect participation in any such undertaking, or has participated or
has had a participation in the direct or indirect underwriting of any such undertaking, but
such term shall not include a person whose interest was limited to a commission from an
underwriter or dealer not in excess of the usual and customary distributors’ or sellers’
commission.




     (2) The term “director” means any director of a corporation or any individual performing
similar functions with respect to any organization, whether incorporated or unincorporated.




     (3) The term “person” means an individual, a corporation, a partnership, an association,
a joint-stock company, a trust, an unincorporated organization or a government or political
subdivision thereof. As used in this paragraph, the term “trust” shall include only a trust
where the interest or interests of the beneficiary or beneficiaries are evidenced by a
security.




     (4) The term “voting security” means any security presently entitling the owner or holder
thereof to vote in the direction or management of the affairs of a









 



78



person, or any security issued under or pursuant to any trust, agreement or arrangement
whereby a trustee or trustees or agent or agents for the owner or holder of such security are
presently entitled to vote in the direction or management of the affairs of a person.




     (5) The term “Company” means any obligor upon the Securities.




     (6) The term “executive officer” means the president, every vice president, every trust
officer, the cashier, the secretary and the treasurer of a corporation, and any individual
customarily performing similar functions with respect to any organization whether incorporated
or unincorporated, but shall not include the chairman of the board of directors.



          (e) The percentages of voting securities and other securities specified in this Section shall
be calculated in accordance with the following provisions:





     (1) A specified percentage of the voting securities of the Trustee, the Company or any
other person referred to in this Section (each of whom is referred to as a “person” in this
paragraph) means such amount of the outstanding voting securities of such person as entitles
the holder or holders thereof to cast such specified percentage of the aggregate votes which
the holders of all the outstanding voting securities of such person are entitled to cast in
the direction or management of the affairs of such person.




     (2) A specified percentage of a class of securities of a person means such percentage of
the aggregate amount of securities of the class outstanding.




     (3) The term “amount”, when used in regard to securities, means the principal amount if
relating to evidences of indebtedness, the number of shares if relating to capital shares and
the number of units if relating to any other kind of security.




     (4) The term “outstanding” means issued and not














 





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held by or for the account of the issuer. The following securities shall not be deemed
outstanding within the meaning of this definition:




     (i) securities of an issuer held in a sinking fund relating to securities of the
issuer of the same class;




     (ii) securities of an issuer held in a sinking fund relating to another class of
securities of the issuer, if the obligation evidenced by such other class of securities
is not in default as to principal or interest or otherwise;




     (iii) securities pledged by the issuer thereof as security for an obligation of the
issuer not in default as to principal or interest or otherwise; and




     (iv) securities held in escrow if placed in escrow by the issuer thereof;




provided, however, that any voting securities of an issuer shall be deemed
outstanding if any person other than the issuer is entitled to exercise the voting rights
thereof.




     (5) A security shall be deemed to be of the same class as another security if both
securities confer upon the holder or holders thereof substantially the same rights and
privileges; provided, however, that, in the case of secured evidences of
indebtedness, all of which are issued under a single indenture, differences in the interest
rates or maturity dates of various series thereof shall not be deemed sufficient to constitute
such series different classes and provided further that, in the case of
unsecured evidences of indebtedness, differences in the interest rates or maturity dates
thereof shall not be deemed sufficient to constitute them securities of different classes,
whether or not they are issued under a single indenture.



          SECTION 609. Corporate Trustee Required; Eligibility. There shall at all times be a
Trustee hereunder which 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, authorized under such laws
to exercise corporate trust powers, having a combined



 









 





80


capital and surplus of at least $50,000,000 subject to supervision or examination by Federal or
State authority. 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 shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect hereinafter specified in
this Article.



          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 shall not have been delivered to the Trustee within 60 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 Trustee may be removed at any time with respect to the Securities of any series by Act
of the Holders of a majority in principal amount of the Outstanding Securities of such series
delivered, to the Trustee and to the Company.



          (d) If at any time:




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




     (2) the Trustee for a series shall cease to be eligible under Section 609 and shall fail
to resign after written request therefor by the Company or by any Holder of Securities of such
series, or












 





81


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


then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect
to all Securities, or (ii) 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.




          (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of the 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 such successor Trustee or Trustees shall comply with the applicable
requirement 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 shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 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 shall have been so appointed by the Company or the Holders and accepted appointment in the
manner hereinafter provided, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.












 





82


          (f) 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 a written notice of such event by first-class mail,
postage prepaid, to the Holders of Registered Securities of such series as their names
appear in the Security Register and to the Holders of Bearer Securities of such series in the
manner set forth in Section 106. Each notice shall include the name of the successor
Trustee with respect to the Securities or such series and the address of its Corporate
Trust Office.



          SECTION 611. Acceptance of Appointment by Successor. (a) In case of the appointment
hereunder of a successor Trustee with respect to all Securities, every 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.



          (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












 




83


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 cotrustees of the same trust and that
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 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.



          (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












 




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by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the sane effect as if such successor Trustee had
itself authenticated such Securities.




          SECTION 613. Preferential Collection of Claims Against Company. (a) Subject to
Subsection (b) of this Section, if the Trustee shall be or shall become a creditor, directly or
indirectly, secured or unsecured, of the Company within four months prior to a default, as defined
in Subsection (c) of this Section, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special account for the benefit
of the Trustee individually, the Holders of the Securities and Coupons, if any, and the holders of
other indenture securities, as defined in Subsection (c) of this Section:




     (1) an amount equal to any and all reductions in the amount due and owing upon any claim
as such creditor in respect of principal or interest, effected after the beginning of such
four-month period and valid as against the Company and its other creditors, except any such
reduction resulting from the receipt or disposition of any property described in paragraph (2)
of this Subsection, or from the exercise of any right of set-off which the Trustee could have
exercised if a petition in bankruptcy had been filed by or against the Company upon the date
of such default; and




     (2) all property received by the Trustee in respect of any claims as such creditor,
either as security therefor, or in satisfaction or composition thereof, or otherwise, after
the beginning of such four-month period, or an amount equal to the proceeds of any such
property, if disposed of, subject, however, to the rights, if any, of the
Company and its other creditors in such property or such proceeds.


Nothing herein contained, however, shall affect the right of the Trustee:





     (A) to retain for its own account (i) payments made on account of any such claim by any
Person (other than the Company) who is liable thereon, and (ii) the proceeds of the bona fide
sale of any such claim by the Trustee to a third Person, and (iii) distributions made in cash,
securities or other property in respect of claims filed against the Company in bankruptcy or












 





85


receivership or in proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law;




     (B) to realize, for its own account, upon any property held by it as security for any
such claim, if such property was so held prior to the beginning of such four-month period;




     (C) to realize, for its own account, but only to the extent of the claim hereinafter
mentioned, upon any property held by it as security for any such claim, if such claim was
created after the beginning of such four-month period and such property was received as
security therefor simultaneously with the creation thereof, and if the Trustee shall sustain
the burden of proving that at the time such property was so received the Trustee had no
reasonable cause to believe that a default, as defined in Subsection (c) of this Section,
would occur within four months; or




     (D) to receive payment on any claim referred to in paragraph (B) or (C), against the
release of any property held as security for such claim as provided in paragraph (B) or (C),
as the case may be, to the extent of the fair value of such property.



          For the purposes of paragraphs (B), (C) and (D), property substituted after the beginning of
such four-month period for property held as security at the time of such substitution shall, to the
extent of the fair value of the property released, have the same status as the property released,
and, to the extent that any claim referred to in any of such paragraphs is created in renewal of or
in substitution for or for the purpose of repaying or refunding any pre-existing claim of the
Trustee as such creditor, such claim shall have the same status as such pre-existing claim.



          If the Trustee shall be required to account, the funds and property held in such special
account and the proceeds thereof shall be apportioned among the Trustee, the Holders of Securities
and Coupons and the holders of other indenture securities in such manner that the Trustee, the
Holders of Securities and Coupons and the holders of other indenture securities realize, as a
result of payments from such special account and payments of dividends on claims filed against the
Company in bankruptcy or receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law, the same percentage












 





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of their respective claims, figured before crediting to the claim of the Trustee anything on
account of the receipt by it from the Company of the funds and property in such special account and
before crediting to the respective claims of the Trustee and the Holders and the holders of other
indenture securities dividends on claims filed against the Company in bankruptcy or receivership or
in proceedings for reorganization pursuant to the Federal Bankruptcy Act or applicable State law,
but after crediting thereon receipts on account of the indebtedness represented by their respective
claims from all sources other than from such dividends and from the funds and property so held in
such special account. As used in this paragraph, with respect to any claim, the term “dividends”
shall include any distribution with respect to such claim, in bankruptcy or receivership or
proceedings for reorganization pursuant to the Federal Bankruptcy Act or applicable State law,
whether such distribution is made in cash, securities or other property, but shall not include any
such distribution with respect to the secured portion, if any, of such claim. The court in which
such bankruptcy, receivership or proceedings for reorganization is pending shall have jurisdiction
(i) to apportion among the Trustee, the Holders of Securities and Coupons and the holders of other
indenture securities, in accordance with the provisions of this paragraph, the funds and property
held in such special account and proceeds thereof, or (ii) in lieu of such apportionment, in whole
or in part, to give to the provisions of this paragraph due consideration in determining the
fairness of the distributions to be made to the Trustee and the Holders of Securities and Coupons
and the holders of other indenture securities with respect to their respective claims, in which
event it shall not be necessary to liquidate or to appraise the value of any securities or other
property held in such special account or as security for any such claim, or to make a specific
allocation of such distributions as between the secured and unsecured portions of such claims, or
otherwise to apply the provisions of this paragraph as a mathematical formula.




          Any Trustee which has resigned or been removed after the beginning of such four-month period
shall be subject to the provisions of this Subsection as though such resignation or removal had not
occurred. If any Trustee has resigned or been removed prior to the beginning of such












 





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four-month period, it shall be subject to the provisions of this Subsection if and only if the
following conditions exist:





     (i) the receipt of property or reduction of claim, which would have given rise to the
obligations to account, if such Trustee had continued as Trustee, occurred after the beginning
of such four-month period; and




     (ii) such receipt of property or reduction of claim occurred within four months after
such resignation or removal.



          (b) There shall be excluded from the operation of Subsection (a) of this Section a creditor
relationship arising from:




     (1) the ownership or acquisition of securities issued under any indenture, or any
security or securities having a maturity of one year or more at the time of acquisition by the
Trustee;




     (2) advances authorized by a receivership or bankruptcy court of competent jurisdiction,
or by this Indenture, for the purpose of preserving any property which shall at any time be
subject to the lien of this Indenture or of discharging tax liens or other prior liens or
encumbrances thereon, if notice of such advances and of the circumstances surrounding the
making thereof is given to the Holders at the time and in the manner provided in this
Indenture;




     (3) disbursements made in the ordinary course of business in the capacity of trustee
under an indenture, transfer agent, registrar, custodian, paying agent, fiscal agent or
depositary, or other similar capacity;




     (4) an indebtedness created as a result of services rendered or premises rented; or an
indebtedness created as a result of goods or securities sold in a cash transaction as defined
in Subsection (c) of this Section;




     (5) the ownership of stock or of other securities of a corporation organized under the
provisions of Section 25(a) of the Federal Reserve Act, as amended, which is directly or
indirectly a creditor of the Company; and















 





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     (6) the acquisition, ownership, acceptance or negotiation of any drafts, bills of
exchange, acceptances or obligations which fall within the classification of self-liquidating
paper, as defined in Subsection (c) of this Section.




     (c) For the purposes of this Section only:




     (1) the term “default” means any failure to make payment in full of the principal of (or
premium, if any) or interest on any of the Securities or upon the other indenture securities
when and as such principal or interest becomes due and payable;




     (2) the term “other indenture securities” means securities upon which the Company is an
obligor outstanding under any other indenture (i) under which the Trustee is also trustee,
(ii) which contains provisions substantially similar to the provisions of this Section and
(iii) under which a default exists at the time of the apportionment of the funds and property
held in such special account;




     (3) the term “cash transaction” means any transaction in which full payment for goods or
securities sold is made within seven days after delivery of the goods or securities in
currency or in checks or other orders drawn upon banks or bankers and payable upon demand;




     (4) the term “self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred by the Company for the purpose of
financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares
or merchandise and which is secured by documents evidencing title to, possession of, or a lien
upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of
the goods, wares or merchandise previously constituting the security; provided the
security is received by the Trustee simultaneously with the creation of the creditor
relationship with the Company arising from the making, drawing, negotiating or incurring of
the draft, bill of exchange, acceptance or obligation;




     (5) the term “Company” means any obligor upon the Securities; and



 









 





89





     (6) the term “Federal Bankruptcy Act” means the Bankruptcy Act or Title 11 of the United
States Code.



          SECTION 614. Judgment Currency. If for the purpose of obtaining a judgment in any
court with respect to any obligation of the Company hereunder or under any Security or Coupon, it
shall become necessary to convert into any other currency or currency unit any amount in the
currency or currency unit due hereunder or under such Security or Coupon, then such conversion
shall be made at the Conversion Rate (as defined below) as in effect on the date the Company shall
make payment to any person in satisfaction of such judgment. If pursuant to any such judgment,
conversion shall be made on a date other than the date payment is made and there shall occur a
change between such Conversion Rate and the Conversion Rate as in effect on the date of payment,
the Company agrees, to the extent permitted by law, to pay such additional amounts (if any) as may
be necessary to ensure that the amount paid is the amount in such other currency or currency unit
which, when converted at the Conversion Rate as in effect on the date of payment or distribution,
is the amount then due hereunder or under such Security or Coupon. Any amount due from the Company
under this Section 614, to the extent permitted by law, shall be due as a separate debt and is not
to be affected by or merged into any judgment being obtained for any other sums due hereunder or in
respect of any Security or Coupon so that in any event the Company’s obligations hereunder or under
such Security or Coupon will be effectively maintained as obligations in such currency or currency
unit. In no event, however, shall the Company be required to pay more in the currency or currency
unit stated to be due hereunder or under such Security or Coupon.



          For purposes of this Section 614, “Conversion Rate” shall mean the spot rate at which in
accordance with normal banking procedures the currency or currency unit into which an amount due
hereunder or under any Security or Coupon is to be converted could be purchased with the currency
or currency unit due hereunder or under any Security or Coupon from major banks located in New
York, London or any other principal market for such purchased currency or currency unit.



          SECTION 615. Appointment of Authenticating Agent. The Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon
original issue or



 









 





90



upon 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. 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 having a combined
capital and surplus of not less than the equivalent of $50,000,000 and subject to supervision or
examination by Federal or State authority or the equivalent foreign authority, in the case of an
Authenticating Agent who is not organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia. 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 shall
cease 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.




          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 such 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 such Authenticating Agent.



          An Authenticating Agent may resign 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 by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a



 









 





91



termination, or in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of such appointment by
first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series
with respect to which such Authenticating Agent will serve, as their names and addresses appear in
the Security Register. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.




          The 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 one or more series is made pursuant to this Section, the
Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternative certificate of authentication in the following form:



          This is one of the Securities of the series designated therein issued under the
within-mentioned Indenture.



	 	 	 	 	 
	 	[full name of Trustee]

 	 
	 	 	 
	 	As Trustee 	 
	 	 	 	 
	 	 	 
	 	By  	 	 
	 	 	As Authenticating Agent 	 
	 	 	 	 
	 	 	 
	 	By  	 	 
	 	 	Authorized     [Officer]     [Signatory] 	 
	 	 	 	 
	 




          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




 









 








92



original issuance located in a Place of Payment or other place 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 an Authenticating Agent
(which may be an Affiliate of the Company if eligible to be appointed as an Authenticating Agent
hereunder) having an office in such Place of Payment or other place designated by the Company with
respect to such series of Securities.




ARTICLE SEVEN




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) semiannually, between January 15 and January 30, inclusive, and between July 15 and
July 30, inclusive, in each year, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Holders of each series of Registered Securities, in each
case as of a date not more than 15 days prior to the time such list is furnished, and




     (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, such list to
be dated as of a date not more than 15 days prior to the time such list is furnished, and




     (c) such information concerning the Holders of Bearer Securities which is known to the
Company; provided, however, that the Company shall have no obligation to
investigate any matter relating to any Holder of a Bearer Security or a Coupon;


notwithstanding the foregoing subsections (a) and (b), so long as the Trustee is the Security
Registrar with respect to a particular series of Securities, no such list shall be required to be
furnished in respect of such series.




          SECTION
702. Preservation of Information; Communications to Security Holders. (a) The
Trustee shall




 









 





93








preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of
Securities of each series (i) contained in the most recent list furnished to the Trustee as
provided in Section 701, (ii) received by the Trustee in its capacity as Security Registrar (if it
is then serving as such); and (iii) filed with it within the two preceding years. The Trustee may
destroy any list furnished to it as provided in Section 701 upon receipt of a new list so
furnished, and may destroy any information filed with it two years after such filing.




          (b) If three or more Holders of Securities of any series (hereinafter 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 of such series 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 of such series 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 which
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 of Securities of such
series 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
Security Holders the form of proxy or other communications, if any, specified in such
application.



          If the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder of Securities of
such series 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 which is
specified in such request, with reasonable promptness after a tender to the Trustee 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




 












 





94



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 interests of the
Holders of such series 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, shall enter 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 shall find, after notice and opportunity for hearing, that all the
objections so sustained have been met and shall enter 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, otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.




          (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 shall be held accountable by
reason of the disclosure of any such information as to the names and addresses of the Holders of
Securities in accordance with Section 702(b), regardless of the source form which such information
was derived, and that the Trustee shall not 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 in each year,
commencing with 1988, the Trustee shall transmit by mail to all Security Holders, as provided in
Subsection (c) of this Section 703, a brief report dated as of such May 15 with respect to:




     (1) its eligibility under Section 609 and its qualifications under Section 608, or in
lieu thereof, if to the best of its knowledge it has continued to be eligible and qualified
under said Sections, a written statement to such effect;




     (2) 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 or any Coupons, on any property or funds held
or



 









 





95





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 Outstanding on the date of such report;




     (3) the amount, interest rate and maturity date of all other indebtedness owing by the
Company (or by any other obligor on the Securities) 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 Section 613(b)(2), (3), (4) or (6);




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




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




     (6) 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, 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.



          (b) The Trustee shall transmit by mail to all Security Holders, as provided in Subsection (c)
of this Section 703, 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, or any Coupons, 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 Outstanding at such time, such
report to be transmitted within 90 days after such time.



 









 





96




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




     (1) to all Holders of Registered Securities, as the names and addresses of such Holders
appear in the Security Register;




     (2) to such Holders of Bearer Securities as have, within the two years preceding such
transmission, filed their names and addresses with the Trustee for the purpose; and




     (3) except in the case of reports pursuant to Subsection (b) of this Section 703, to all
Holders whose names and addresses have been received and preserved by the Trustee pursuant to
Sections 701 and 702.



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



          SECTION 704.
Reports by Company. The Company will




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




 












 




97






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




     (3) transmit by mail to all Security Holders, within 30 days after the filing thereof
with the Trustee, in the manner and to the extent provided in Section 703(c) with respect to
reports pursuant to Section 703(a), such summaries of any information, documents and reports
required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section 704 as
may be required by rules and regulations prescribed from time to time by the Commission.



ARTICLE EIGHT




Consolidation, Merger, Conveyance, Transfer or Lease




          SECTION
801. Company May Consolidate, etc., only on Certain Terms. The Company shall
not consolidate with or merge into any other corporation or convey or transfer its properties and
assets substantially as an entirety to any Person, unless:





     (1) the corporation formed by such consolidation or into which the Company is merged or
the Person which acquires by conveyance or transfer the properties and assets of the Company
substantially as an entirety shall be a corporation organized and existing under the laws of
the United States of America or any state or the District of Columbia, and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if
any) and interest on all the 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 which, after notice or lapse of time, or both would become an Event of Default, shall
have happened and be continuing; and








 



98



     (3) the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and
if a supplemental indenture is required in connection with such transaction, such supplemental
indenture complies with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.



          SECTION 802. Successor Corporation Substituted. Upon any consolidation or merger, or
any conveyance or transfer of the properties and assets of the Company substantially as an entirety
in accordance with Section 801, the successor corporation formed by such consolidation or into
which the Company is merged or to which such conveyance or transfer 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, the predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Securities and may be liquidated and dissolved.




          SECTION 803. Limitation on Lease of Properties as Entirety. The Company shall not
lease its properties and assets substantially as an entirety to any Person.




ARTICLE NINE




Supplemental Indentures




          SECTION 901. Supplemental Indentures Without Consent of Security Holders. Without the
consent of the Holders of any Securities or Coupons, the Company, when authorized by a Board
Resolution, 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 corporation to the Company, and the assumption
by any such successor of the covenants of the Company herein and in the Securities contained;
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 Coupons, or to surrender any rights or power herein conferred upon
the Company (and if such









 



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covenants or the surrender of such rights or powers 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




     (3) to add to or change any of the provisions of this Indenture to such extent as shall
be necessary to facilitate the issuance of Securities in bearer form, registrable or not
registrable as to principal, and with or without interest coupons; to change or eliminate any
restrictions on the manner or place of payment of principal of or any premium or interest on
Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered
Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of
other authorized denominations (to the extent permitted by law); provided that any such
addition or change shall not adversely affect the interests of the Holders of Securities of
any series or any related Coupons in any material respect; or




     (4) to provide for the creation of any series of Securities as provided in Article Three
and to establish the form or terms of any series as permitted by Sections 201 and 301; or




     (5) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture, provided such
action shall not adversely affect the interest of the Holders of the Securities of any series
or any related Coupons in any material respect; or




     (6) to modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to continue the qualification of this Indenture (including any supplemental
indenture) under TIA, or under any similar federal statute hereafter enacted, and to add to
this Indenture such other provisions as may be expressly permitted by TIA, excluding,
however, the provisions referred to in Section 316(a)(2) of TIA as in effect at the
date as of which this instrument was executed or any corresponding provision in any similar
federal statute hereafter enacted; or









 



100



     (7) to add any additional Events of Default with respect to all or any series of the
Securities (and, if such Event of Default is applicable to less than all series of Securities
specifying the series to which such Event of Default is applicable); or




     (8) to change or eliminate any of the provisions of this Indenture; provided that
any such change or elimination shall become effective only when there is no Security
Outstanding of any series created prior to the execution of such supplemental indenture which
is adversely affected by such change in or elimination of such provision; or




     (9) to provide for the issuance of uncertificated Securities of one or more series in
addition to or in place of certificated Securities; or




     (10) to evidence and provide for the acceptance of appointment hereunder by a successor
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




     (11) if allowed under applicable laws and regulations to permit payment in the United
States of America (including any of the states and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction, of principal, premium or interest
on Bearer Securities or Coupons, if any.



          SECTION 902. Supplemental Indentures With Consent of Security Holders. With the
consent of the Holders of not less than a majority in principal amount of the Outstanding
Securities of all series affected by such supplemental indenture (acting as one class), by Act of
said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant
to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provision to or changing in any manner or eliminating any of
the provisions of this Indenture or of modifying in any manner the rights of the Holders of
Securities and any related Coupons of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the











 



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Holder of each Outstanding Security or Coupon affected thereby:





     (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
or method of determining interest thereon or any premium payable upon the redemption thereof,
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 any Place of Payment where, or the coin, currency, currencies or currency unit
or units in which, any Security or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date), or




     (2) reduce the percentage in principal amount of the Outstanding Securities of any
series, 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 of certain defaults hereunder and their consequences) provided for in this
Indenture, or




     (3) modify any of the provision of this Section, Section 508 or Section 1009, except to
increase any such percentage or to provide with respect to any particular series the right to
condition the effectiveness of any supplemental indenture as to that series on the consent of
the Holders of a specified percentage of the aggregate principal amount of Outstanding
Securities of such series (which provision may be made pursuant to Section 301 without the
consent of any Holder) or to provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each 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 1009, or the deletion of this proviso, in
accordance with the requirements of Sections 611(b) and 901(10), or









 



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     (4) change any obligation of the Company, with respect to Outstanding Securities of a
series, to maintain an office or agency in the places and for the purposes specified in
Section 1002 for such series.



          Upon receipt by the Trustee of a Board Resolution or a copy of an appropriate record of an
action pursuant to a Board Resolution together with such Resolution certified by the Secretary or
an Assistant Secretary of the Company and such other documentation as the Trustee may reasonably
require and upon the filing with the Trustee of evidence of the Act of said Holders, the Trustee
shall join in the execution of such supplemental indenture or other instrument, as the case may be,
subject to the provisions of Section 903.




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




          It shall not be necessary for any Act of Holders 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.




          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 (in addition to the opinion which the Trustee is entitled to receive pursuant to Section
303), 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 or any such instrument which affects the Trustee’s own rights, duties, immunities or
liabilities under this Indenture or otherwise.





          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









 



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of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.




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




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




ARTICLE TEN




Covenants




          SECTION 1001. Payment of Principal, Premium and Interest. The Company covenants and
agrees for the benefit of each series of Securities and Coupons, if any, that it will duly and
punctually pay the principal of (and premium, if any) and interest on the Securities and Coupons,
if any, of that series in accordance with the terms of the Securities and Coupons, if any, of such
series and this Indenture.




          SECTION 1002. Maintenance of Office or Agencies. If Securities of a series are
issuable only as Registered Securities, the Company will maintain in each Place of Payment for such
series an office or agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of transfer 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. If Securities of a series are issuable as Bearer
Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an
office or agency where any Registered Securities of that series may be presented or surrendered for
payment, where any Registered Securities of that series











 




104



may be surrendered for registration of transfer, where Securities of that series may be surrendered
for exchange, where notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served and where Bearer Securities of that series and related
Coupons may be presented or surrendered for payment in the circumstances described in the last
sentence of this paragraph (and not otherwise), (B) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the United States, an
office or agency where Securities of that series and related Coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on Securities of that
series pursuant to Section 1010); provided, however, that if the Securities of that
series are listed on The International Stock Exchange of Great Britain and Northern Ireland plc,
the Luxembourg Stock Exchange or any other stock exchange located outside the United States and
such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities
of that series in London, Luxembourg or any other required city located outside the United States,
as the case may be, so long as the Securities of that series are listed on such exchange, and (C)
subject to any laws or regulations applicable thereto, in a Place of Payment for that series
located in Europe, an office or agency where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be surrendered for
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. The Company will give prompt written notice to the Trustee
and the Holders of the location, and any change in the location, of any such office or agency. If
at any time the Company shall fail to maintain any such required office or agency in respect of any
series of Securities or shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders of Securities of that series may be made and notices and demands may
be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of
that series and the related Coupons may be presented and surrendered for payment (including payment
of any additional amounts payable on Bearer Securities of that series pursuant to Section 1010) at
the London office of the Trustee (or an agent with a London office appointed by the Trustee and
acceptable to the Company), and the Company hereby appoints the same as its agent to receive such
respective presentations, surrenders, notices and demands. No payment of principal, premium or
interest on Bearer Securities shall be made at any office










 




105



or agency of the Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United States;
provided, however, that, if the Securities of a series are denominated and payable
in Dollars, payment of principal of and any premium and interest on any Bearer Security (including
any additional amounts payable on Securities of such series pursuant to Section 1010) shall be made
at the office of the Company’s Paying Agent in the Borough of Manhattan, The City of New York, if
(but only if) payment in Dollars of the full amount of such principal, premium, interest or
additional amounts, as the case may be, at all offices or agencies outside the United States
maintained for the purpose by the Company in accordance with this Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions.




          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 accordance with the requirements set forth above for Securities of
any series for such purposes.




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




          All moneys deposited with the Trustee or with any Paying Agent for the purpose of paying the
principal of or premium or interest on Securities of any series shall be deposited and held in
trust for the benefit of the Holders of such series entitled to such principal, premium or
interest, subject to the provisions of this Section.




          The Company will cause each Paying Agent for any series of Securities other than the Trustee
to execute and











 



106



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 on Securities of that series in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein provided;




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




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



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



          Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on any Security of any
series and remaining unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security or relevant Coupon 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 and at the
direction of the Company cause to be published once, in Authorized









 



107

Newspapers in each Place of Payment of such Security, 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. Maintenance of Corporate Existence. Subject to Article Eight, the
Company, at its own cost and expense, will do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence, rights and franchises, except as
otherwise specifically permitted in this Indenture; provided, however, that the
Company shall not be required to preserve any such right or franchise if the Board of Directors
shall determine that the preservation thereof is no longer desirable in the conduct of the
business of the Company and that the loss thereof is not disadvantageous in any material respect to
the Holders of Securities or any Coupons.



          SECTION 1005.
Maintenance of Books of Record and Account; Financial Statements
of Company. The Company will keep proper books of record and account in which full and correct entries will
be made of its transactions in accordance with generally accepted accounting principles. Upon the
written request of the Trustee, the Company will permit the Trustee and its agents, auditors,
attorneys and counsel, at all reasonable times, to examine all the books of record and account of
the Company and to take copies and extracts therefrom. The Company will from time to time furnish,
or cause to be furnished, to the Trustee such information and statements as it may reasonably
request with respect to the performance or observance by the Company of the covenants, conditions
and obligations contained in this Indenture.



          The Company will deliver to the Trustee within 120 days after the expiration of each fiscal
year of the Company an operating statement for such fiscal year and a balance sheet of the Company
as of the last day of such fiscal year. Such operating statements and balance sheets shall set
forth in reasonable detail the results of operations and the financial condition of the Company and
shall be accompanied by the certificate or opinion of the independent accountants who have audited
the books of the Company for such fiscal year; provided that to the extent any report filed
by the Company with the Trustee pursuant to Section 704 satisfies the provisions of this paragraph,
no additional statement need be filed.









 



108


          SECTION 1006. Payment of Taxes and Other Claims. The Company will pay or discharge or
cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon the Company or upon the income, profits or property
of the Company, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might
by law become a lien upon the property of the Company; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings.



          SECTION 1007. Restriction on Indebtedness. The Company will not incur any
Superior Indebtedness, or make any optional prepayment on any Capital Term Certificate, if, after
giving effect thereto, (x) on the date of such incurrence or making of optional prepayment (the
determination date) the aggregate principal amount of Superior Indebtedness then outstanding, less
a principal amount of Superior Indebtedness equal to the principal amount of Government or
Government Insured Obligations held by the Company (whether or not pledged to secure the Company’s
Collateral Trust Bonds), exceeds 20 times the sum of (i) the aggregate principal amount of Capital
Term Certificates outstanding on the determination date and (ii) the aggregate amount of Members’
equity in the Company, other than Capital Term Certificates, on the determination date or (y) on
any given future date the aggregate principal amount of Superior Indebtedness outstanding on the
determination date which will remain outstanding on such given future date, less a principal amount
of Superior Indebtedness equal to the principal amount of Government or Government Insured
Obligations held by the Company on the determination date which will remain outstanding on such
given future date will exceed 20 times the sum of (i) the aggregate principal amount of Capital
Term Certificates outstanding on the determination date which will remain outstanding on such given
future date and (ii) the aggregate amount of Members’ equity in the Company, other than Capital
Term Certificates, on the determination date. The respective principal amounts of Superior
Indebtedness, Capital Term Certificates and Government or Government Insured Obligations to be
outstanding on such given future date shall be determined after giving effect to mandatory sinking
fund payments, other mandatory prepayments and serial and other maturity payments required to be
made on or prior to said given future date by the terms of such Superior Indebtedness, Capital Term














 



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Certificates and Government or Government Insured Obligations or any indenture or other instrument
pursuant to which they are respectively issued. For the purposes of this Section “Government or
Government Insured Obligations” shall mean (A) obligations of the United States of America or any
agency thereof issued to promote the purposes of the Rural Electrification Act of 1936, as from
time to time in effect, or any similar Act hereafter enacted by the Congress of the United States
of America and (B) obligations of Members which are guaranteed or insured by the United States of
America or any agency thereof.




          SECTION 1008. Statement as to Compliance. The Company will deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company, a written statement signed by the
Governor, Chairman of the Board, Vice Chairman of the Board, the President, the Finance Officer or
a Vice President and by the Treasurer, an Assistant Treasurer, the Controller or an Assistant
Controller 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.



          Forthwith upon any officer of the Company obtaining information causing him to believe there
exists a default in the performance, or breach, of any covenant of the Company contained in Section
1007 the Company will deliver to the Trustee an Officers’ Certificate specifying the nature, status
and period of existence thereof.



          SECTION 1009. Waiver of Certain Covenants. The Company may omit in any particular
instance to comply with any covenant or condition set forth in Sections 1004 to 1007, if before or
after the time for such compliance the Holders of not less than a majority in principal amount of
the Outstanding Securities of all series affected thereby shall, by Act of Holders of such
Securities (acting as one class), either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to or affect such
covenant









 



110

or condition except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.




          SECTION 1010. Additional Amounts. If the Securities of a series provide for the
payment of additional amounts, the Company will pay to the Holder of any Security of such series or
any Coupon appertaining thereto additional amounts as provided therein. Whenever in this Indenture
there is mentioned, in any context, the payment of the principal of or any premium or interest on,
or in respect of, any Security of any series or payment of any related Coupon or the net proceeds
received on the sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of additional amounts provided for in this Section to the extent
that, in such context, additional amounts are, were or would be payable in respect thereof pursuant
to the provisions of this Section and express mention of the payment of additional amounts (if
applicable) in any provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.



          If the Securities of a series provide for the payment of additional amounts, at least 10 days
prior to the first Interest Payment Date with respect to that series of Securities (or if the
Securities of that series will not bear interest prior to Maturity, the first day on which a
payment of principal and any premium is made), and at least 10 days prior to each date of payment
of principal and any premium or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers’ Certificate, the Company will furnish the Trustee and
the Company’s Paying Agent or Paying Agents, if other than the Trustee, with an Officers’
Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of
principal of and any premium or interest on the Securities of that series shall be made to Holders
of Securities of that series or any related Coupons who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental charge described in the
Securities of that series. If any such withholding shall be required, then such Officers’
Certificate shall specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities or Coupons and the Company will pay to the Trustee or such Paying
Agent the additional amounts required by this









 



111

Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without negligence or bad
faith on their part arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers’ Certificate furnished pursuant to this Section.




ARTICLE ELEVEN




Redemption of Securities




          SECTION 1101. Applicability of Article. Securities (including any Coupons) of any
series which are redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 301 for Securities
(including any Coupons) of any series) in accordance with this Article.



          SECTION 1102. Election To Redeem; Notice to Trustee. The election of the Company to
redeem any Securities (including any Coupons) shall be evidenced by a Board Resolution or by an
action taken pursuant to a Board Resolution. In case of any redemption at the election of the
Company of less than all of the Securities (including any Coupons) of any series, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date and of
the principal amount of Securities (including any Coupons) to be redeemed and the series thereof.
In the case of any redemption of Securities (including any Coupons) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities (including any Coupons) or
elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restriction.



          SECTION 1103. Selection by Trustee of Securities To Be Redeemed. If less than all the
Securities (including any Coupons) of any series are to be redeemed, the particular Securities
(including any Coupons) to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities (including any Coupons) of such
series not previously called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection















 



112

for redemption of portions (equal to the minimum authorized denominations for Securities (including
any Coupons) of that series or any integral multiple thereof) of the principal amount of Securities
(including any Coupons) of such series of a denomination larger than the minimum authorized
denomination for Securities (including any Coupons) of that series.




          The Trustee shall promptly notify the Company in writing of the Securities (including any
Coupons) selected for redemption and, in the case of any Securities (including any Coupons)
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 (including any Coupons) shall relate, in the case of any
Securities (including any Coupons) redeemed or to be redeemed only in part, to the portion of the
principal of such Securities (including any Coupons) which has been or is to be redeemed.



          SECTION 1104. Notice of Redemption. Notice of redemption shall be given not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed,
as provided in Section 106.



          Each such notice of redemption shall specify the Redemption Date, the Redemption Price, the
Place or Places of Payment, that the Securities of such series are being redeemed at the option of
the Company pursuant to provisions contained in the terms of the Securities of such series or in a
supplemental indenture establishing such series, if such be the case, together with a brief
statement of the facts permitting such redemption, that on the Redemption Date the Redemption Price
will become due and payable upon each Security redeemed, that payment will be made upon
presentation and surrender of the applicable Securities, that all Coupons, if any, maturing
subsequent to the date fixed for redemption shall be void, that any interest accrued to the
Redemption Date will be paid as specified in said notice, and that on and after said Redemption
Date any interest thereon or on the portions to be redeemed will cease to accrue. If less than all
the Securities of any series are to be redeemed the notice of redemption shall specify the numbers
of the Securities of such series to be redeemed, and, if only Bearer Securities of any series are
to be redeemed, and if such Bearer Securities may be exchanged for Registered Securities, the last
date on which









 



113

exchanges of such Bearer Securities for Registered Securities may be made.




          In case any Security of any series is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall state that on and
after the Redemption Date, upon surrender of such Security and any Coupons appertaining thereto, a
new Security or Securities of such series in principal amount equal to the unredeemed portion
thereof and with appropriate Coupons will be issued, or, in the case of Registered Securities
providing appropriate space for such notation, at the option of the Holders, the Trustee, in lieu
of delivering a new Security or Securities as aforesaid, may make a notation on such Security of
the payment of the redeemed portion thereof.



          Notice of redemption of Securities and Coupons, if any, to be redeemed at the election of the
Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and
at the expense of the Company.



          SECTION 1105. Deposit of Redemption Price. On or before (but at least one Business Day
in the Place of Payment in the case of payments not in Dollars) the opening of business on any
Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money in the relevant currency (or a sufficient number of currency units, as the case
may be) sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all the Securities and Coupons, if any, which are to be
redeemed on that date.



          SECTION 1106. Securities Payable on Redemption Date. Notice of redemption having been
given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified and from and after such date (unless the Company
shall default in the payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest and the Coupons for such interest appertaining to any Bearer Securities so
to be redeemed, except to the extent provided below, shall be void. Upon surrender of such
Securities for redemption, together with all Coupons, if any, appertaining thereto maturing after
the Redemption Date, in accordance with said notice, such Security shall be









 



114

paid by the Company at the Redemption Price. Such payments on Registered Securities shall, however,
be exclusive (unless otherwise specified as contemplated by Section 301), of installments of
interest maturing on or prior to the Redemption Date which installments shall be payable to the
Holders of such Securities or one or more Predecessor Securities, registered as such on the
relevant Record Dates, or otherwise according to their terms and the provisions of Section 307;
provided, however, that installments of interest on Bearer Securities with a Stated
Maturity on or before the Redemption Date shall be payable only upon presentation and surrender of
Coupons for such interest unless otherwise specified as contemplated by Section 301 (at an office
or agency located outside the United States except as otherwise provided in Section 1002).




          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 borne by the Security.



          If the Bearer Security surrendered for redemption shall not be accompanied by all appurtenant
Coupons maturing after the Redemption Date, the surrender of such missing Coupon or Coupons may be
waived by the Company and the Trustee, if there be furnished to them such security or indemnity as
they may require to save each of them harmless or there may be deducted from the Redemption Price
paid to such Holder the amount of such missing Coupons. If thereafter the Holder of such Bearer
Security shall surrender to any Paying Agent any such missing Coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive
the amount so deducted; provided, however, that interest represented by Coupons
shall be payable only as provided in Section 1002 and, unless otherwise specified as contemplated
by Section 301, only upon presentation and surrender of those Coupons.



          SECTION 1107. Securities Redeemed in Part. Any Security (including any Coupons
appertaining thereto) of any series which is to be redeemed only in part shall be surrendered at
the Place of Payment for Securities of such series (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing) and the Company shall execute, and the Trustee authenticate and deliver to the Holder of
such Security a














 





 115



new Security (including any Coupons appertaining thereto) or Securities of the same series and
Stated Maturity, of any authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Security
(including any Coupons appertaining thereto) so surrendered.




ARTICLE TWELVE




Meetings of Holders of Securities




          SECTION 1201. Purposes for Which Meetings May Be Called. If Securities of a series are
issuable as Bearer Securities, a meeting of Holders of Securities of such series may be called at
any time and from time to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by this Indenture to be
made, given or taken by Holders of Securities of such series.




          SECTION 1202. Call, Notice and Place of Meetings. (a) The Trustee may at any time call
a meeting of Holders of Securities of any series for any purpose specified in Section 1201, to be
held at such time and at such place in the Borough of Manhattan, The City of New York, or in
London, as the Trustee shall determine. Notice of every meeting of Holders of Securities of any
series, setting forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given, in the manner provided in Section 106, not
less than 21 nor more than 180 days prior to the date fixed for the meeting.




          (b) In case at any time the Company, by or pursuant to a Board Resolution, or the Holders of
at least 10% in principal amount of the Outstanding Securities of any series shall have requested
the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified
in Section 1201, by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication of the notice of
such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause
the meeting to be held as provided herein, then the Company or the Holders of Securities of such
series in the amount above specified, as the case may be, may determine the time and the place in
the Borough of Manhattan, the City of New York or in London for such meeting and











 



116



may call such meeting for such purposes by giving notice thereof as provided in subsection (a) of
this Section.





          SECTION 1203. Persons Entitled To Vote at Meetings. To be entitled to vote at any
meeting of Holders of Securities of any series, a Person shall be (1) Holder of one or more
Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as
proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder
or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their
counsel, any representatives to the Trustee and its counsel and any representatives of the Company
and its counsel.





          SECTION 1204. Quorum; Action. The Persons entitled to vote a majority in principal
amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders
of Securities of such series. In the absence of a quorum within 30 minutes of the time appointed
for any such meeting, the meeting shall, if convened at the request of Holders of Securities of
such series, be dissolved. In any other case the meeting may be adjourned for a period of not less
than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting.
In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior
to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 1202(a), except that such notice need be given only once not
less than five days prior to the date on which the meeting is scheduled to be reconvened. Subject
to the foregoing, at the reconvening of any such further adjourned meeting, the Persons entitled to
vote 25% in aggregate principal amount of the Outstanding Securities of such series shall
constitute a quorum for the taking of any action set forth in the notice of the original meeting.
Notice for the reconvening of an adjourned meeting which was adjourned for a lack of a quorum shall
state expressly the percentage, as provided above, to the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.




          Except as limited by the proviso to Section 902, and subject to the provisions described in
the next succeeding paragraph, any resolution presented to a meeting or










 



117



adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the lesser of (i) the Holders of a majority in principal amount of the
Outstanding Securities of that series and (ii) 66-2/3% in principal amount of Outstanding
Securities of such series represented and voting at such meeting or adjourned meeting;
provided; however, that any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this Indenture expressly
provides may be made, given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting
or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the lesser of (i) the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series and (ii) a majority in principal amount of Outstanding
Securities of such series represented and voting at such meeting or adjourned meeting. Any
resolution passed or decision taken at any meeting of Holders of Securities of any series duly held
in accordance with this Section shall be binding on all the Holders of Securities of such series
and the related Coupons, whether or not present or represented at the meeting.




          With respect to any consent, waiver or other action which this Indenture expressly provides
may be given by the Holders of a specified percentage of Outstanding Securities of all series
affected thereby (acting as one class), only the principal amount of Outstanding Securities of any
series represented at a meeting or adjourned meeting duly reconvened at which a quorum is present,
held in accordance with this Section, and voting in favor of such action, shall be counted for
purposes of calculating the aggregate principal amount of Outstanding Securities of all series
affected thereby favoring such action.




          SECTION 1205. Determination of Voting Rights; Conduct and Adjournment of Meetings. (a)
Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities of a series in regard
to proof of the holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other matters concerning
the conduct of the meeting as it shall deem appropriate. Except as










 



118



otherwise permitted or required by any such regulations, the holding of Securities shall be proved
in the manner specified in Section 104 and the appointment of any proxy shall be proved in the
manner specified in Section 104 or by having the signature or the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify
to the holder of Bearer Securities. Such regulations may provide that written instruments
appointing proxies, regular on their face, may be presumed valid and genuine without the proof
specified in Section 104 or other proof.




          (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of Securities as
provided in Section 1202(b), in which case the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of such series
represented at the meeting.




          (c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one
vote for each $1,000 (or the equivalent thereof) principal amount of the Outstanding Securities of
such series held or represented by him; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no
right to vote, except as a Holder of a Security of such series or proxy.




          (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 1202 at
which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series represented at the meeting; and
the meeting may be held as so adjourned without further notice.





          SECTION 1206.
Counting Votes and Recording Action of Meeting. The vote upon any
resolution submitted to any meeting of Holders of Securities of any series shall be by written
ballots on which shall be subscribed the signatures of the Holders of Securities of such series or
of their representatives by proxy and the principal amounts and











 



119



serial numbers of the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes
cast at the meeting for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at the meeting. A record,
at least in duplicate, of the proceedings of each meeting of Holders of Securities of any series
shall be prepared by the secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was given as provided in Section 1202 and, if applicable, Section
1204. Each copy shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one such copy shall be delivered to the Company, and another to the
Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at
the meeting. Any record so signed and verified shall be conclusive evidence of, the matters therein
stated.




ARTICLE THIRTEEN




Sinking Funds




          SECTION
1301. Applicability of Article. The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities (including any Coupons) of a series
except as otherwise specified as contemplated by Section 301 for Securities (including any Coupons)
of such series.




          The minimum amount of any sinking fund payment provided for by the terms of Securities
(including any Coupons) of any series is herein referred to as a “mandatory sinking fund payment”,
and any payment in excess of such minimum amount provided for by the terms of Securities (including
any Coupons) of any series is herein referred to as an “optional sinking fund payment”. If provided
for by the terms of Securities (including any Coupons) of any series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 1302. Each sinking fund
payment shall be applied to the redemption of Securities (including any Coupons) of any series as
provided for by the terms of Securities (including any Coupons) of such series.










 



120


          SECTION 1302. Satisfaction of Sinking Fund Payments with Securities. The Company (1)
may deliver Outstanding Securities (including any Coupons) of a series (other than any previously
called for redemption) and (2) may apply as a credit Securities (including any Coupons) of a series
which have been redeemed either at the election of the Company pursuant to the terms of such
Securities (including any Coupons) or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities (including any Coupons); in each case in
satisfaction of all or any part of any sinking fund payment with respect to the Securities
(including any Coupons) of such series required to be made pursuant to the terms of such Securities
(including any Coupons) as provided for by the terms of such series; provided that such
Securities (including any Coupons) have not been previously so credited. Such Securities (including
any Coupons) shall be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities (including any Coupons) for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced accordingly.




          SECTION 1303. Redemption of securities for Sinking Fund. Not less than 60 days prior
to each sinking fund payment date for any series of Securities (including any Coupons), the Company
will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities (including any Coupons) of that series pursuant to
Section 1302 and will also deliver to the Trustee any Securities (including any Coupons) to be so
delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall
select the Securities (including any Coupons) 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 (including any Coupons) shall be made
upon the terms and in the manner stated in Section 1106 and 1107.










 



121


ARTICLE FOURTEEN




Sundry Provision




          SECTION 1401. Execution in Counterparts. 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.




          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 day and year
first above written.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE
 CORPORATION,
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	CHEMICAL BANK,

   as Trustee,
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ T. J. Foley

 
	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 












 



122



	 	 	 	 	 
	DISTRICT OF COLUMBIA                     ,

	) 	 		 
	 

	) 	 ss.:

	COUNTY OF                     ,

	) 	 		 






          On the            day of                 19   , before me personally came                     , to me
known, who, being by me duly sworn, did depose and say that he is                                          of NATIONAL
RURAL UTILITIES COOPERATIVE FINANCE CORPORATION the cooperative association described in and which
executed the foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation, and that he signed his name thereto by like authority.




	 	 	 
	 

	 	
	 

	 	 
Notary Public





	 	 	 	 	 
	STATE OF NEW YORK,

	) 	 		 
	 

	) 	 ss.:

	COUNTY OF NEW YORK,

	) 	 		 






          On the 13th day of January 1988, before me personally came t. j. foley,
to me known, who, being by me duly sworn, did depose and say that he is Vice President of
CHEMICAL BANK, 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 instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of said corporation,
and that he signed his name thereto by like authority.




	 	 	 	 	 
	 	 	 
	 	/s/ Frank S. Feczko
 	 
	 	Notary Public 	 
	 	 	 
	 



FRANK S. FECZKO

Notary Public, State of New York

No. 41-4861375

Qualified in Queens County

Certificate filed in New York County

Commission Expires June 2, 1988










 



121


ARTICLE FOURTEEN




Sundry Provision




          SECTION 1401. Execution in Counterparts. 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.




          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 day and year
first above written.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE
 CORPORATION,
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	/s/ Charles B. Gill	 	 
	 

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:


	 	 	 	 	 	 	 	 
	/s/  
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	CHEMICAL BANK,

   as Trustee,
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 












 



 



	 	 	 	 	 
	DISTRICT OF COLUMBIA                     ,

	) 	 		 
	 

	) 	 ss.:

	COUNTY OF                     ,

	) 	 		 






          On
 the 27th day of January 1988, before me personally came Charles B. Gill, to me
known, who, being by me duly sworn, did depose and say that he is Governor of NATIONAL RURAL
UTILITIES COOPERATIVE FINANCE CORPORATION the cooperative association described in and which
executed the foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation, and that he signed his name thereto by like authority.




	 	 	 	 	 
	 	 	 
	 	/s/
 	 
	 	Notary Public 	 
	 	any commission Expires November 30, 1992 	 
	 




	 	 	 	 	 
	STATE OF                      ,

	) 	 		 
	 

	) 	 ss.:

	COUNTY OF                     ,

	) 	 		 






          On the            day of                      19   , before me personally came                     
                    , to me known, who, being by
me duly sworn, did depose and say that he is Governor of CHEMICAL BANK, 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 instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he signed his name
thereto by like authority.




	 	 	 
	 

	 	 

	 

	 	Notary Public










 



 


EXHIBIT A

(FORMS OF CERTIFICATION)




EXHIBIT A.1




(FORM OF CERTIFICATE TO BE GIVEN BY

PERSON ENTITLED TO RECEIVE BEARER SECURITY)




CERTIFICATE




NATIONAL RURAL UTILITIES COOPERATIVE




FINANCE CORPORATION




(Insert title or sufficient description 

of Securities to be delivered)




          This is to certify that the above-captioned Securities are not being acquired by or on behalf
of a United States person or for offer to resell or for resale to a United States person or any
person inside the United States, or, if a beneficial interest in the Securities is being acquired
by a United States person, that such United States person is a financial institution as defined in
Section 1.165-12(c)(1)(v) of the United States Treasury regulations, or is acquiring through a
financial institution and that the Securities are held by a financial institution that has agreed
to comply with the requirements of Section 165 (j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1966 and the regulations thereunder and that it is not purchasing for offer to resell or for
resale inside the United States.




          As used herein, “United States person” means any citizen or resident of the United States, any
corporation, partnership or other entity created or organized in or under the laws of the United
States or any political subdivision thereof, or any estate or trust the income of which is subject
to United States Federal income taxation regardless of its source, and “United States” means the
United States of America (including the states and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.




          We undertake to advise you by telex if the above statement as to beneficial ownership is not
correct on the











 



2



date of delivery of the above-captioned Securities in bearer form as to all of such Securities.




          We understand that this certificate may be required in connection with certain tax legislation
in the United States. If administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such proceedings.




Dated:                     , 19 ___

[To be dated on or after                     , 19 (the date

determined as provided in the

Indenture) ]




	 	 	 	 	 
	 	[Name of Person Entitled to 

Receive Bearer Security]

 	 
	 	(Authorized Signatory)
 	 
	 	
Name:  	 	 
	 	Title:  	 	 
	 




 











 





EXHIBIT A.2

[FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR

AND CEDEL S.A. IN

CONNECTION WITH THE EXCHANGE OF A PORTION OF A

TEMPORARY GLOBAL SECURITY]




CERTIFICATE




NATIONAL RURAL UTILITIES COOPERATIVE

FINANCE CORPORATION




[Insert title or sufficient description 

of Securities to be delivered]




          This is to certify with respect to $                     principal amount of the above-captioned
Securities (i) that we have received from each of the persons appearing in our records as persons
entitled to a portion of such principal amount (our “Qualified Account Holders”) a certificate with
respect to such portion substantially in the form attached hereto, and (ii) that we are not
submitting herewith for exchange any portion of the temporary global Security representing the
above-captioned Securities excepted in such certificates.



          We further certify that as of the date hereof we have not received any notification from any
of our Qualified Account Holders to the effect that the statements made by such Qualified Account
Holders with respect to any portion of the part submitted herewith for exchange are no longer true
and cannot be relied upon as of the date hereof.



Date:                     , 19    

[To be dated no earlier than the 

Exchange Date]




	 	 	 	 	 
	 	[MORGAN GUARANTY TRUST COMPANY

OF NEW YORK, BRUSSELS OFFICE, as

Operator of the Euro-clear System]

[CEDEL S.A.]

 	 
	 	By 	
 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



EXHIBIT A.3

[FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR

AND CEDEL S.A. TO OBTAIN

INTEREST PRIOR TO AN EXCHANGE DATE]




CERTIFICATE




NATIONAL RURAL UTILITIES COOPERATIVE

FINANCE CORPORATION




[Insert title or sufficient 

description of Securities]





          We confirm that the interest payable on the Interest Payment Date on [Insert Date]
will be paid to each of the persons appearing in our records as being entitled to interest payable
on such date from whom we have received a written certification, dated not earlier than such
Interest Payment Date, substantially in the form attached hereto. We undertake to retain
certificates received from our member organizations in connection herewith for four years from the
end of the calendar year in which such certificates are received.



          We undertake that any interest received by us and not paid as provided above shall be returned
to the Trustee for the above Securities immediately prior to the expiration of two years after such
Interest Payment Date in order to be repaid by such Trustee to the above issuer at the end of two
years after such Interest Payment Date.



Date:                     , 19    

[To be dated on or after the 

relevant Interest Payment Date]




	 	 	 	 	 
	 	[MORGAN GUARANTY TRUST COMPANY 

OF NEW YORK, BRUSSELS OFFICE, as 

Operator of the Euro-clear System]

[CEDEL S.A.]

 	 
	 	By 	
 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



EXHIBIT A.4

[FORM OF CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS

TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE]




CERTIFICATE




NATIONAL RURAL UTILITIES COOPERATIVE

FINANCE CORPORATION




[Insert title or sufficient 

description of Securities)





          This is to certify that as of the Interest Payment Date on [Insert Date] and except as
provided in the third paragraph hereof, none of the above-captioned Securities held by you for our
account was beneficially owned by a United States person or for offer to resell or for resale to a
United States person or, if any of such Securities held by you for our account were beneficially
owned by a United States person, such United States person is a financial institution within the
meaning of Section 1.165-12(c)(1)(v) of the United States Treasury Regulations located outside the
United States purchasing for its own account or for the account of a customer that agrees to comply
with the requirements of Section 165(j)(3)(A),(B) or (C) of the Internal Revenue Code of 1986 and
the regulations thereunder.



          As used herein, “United States person” means any citizen or resident of the United States, any
corporation, partnership or other entity created or organized in or under the laws of the United
States or any political subdivision thereof, or any estate or trust the income of which is subject
to United States Federal income taxation regardless of its source, and “United States” means the
United States of America (including the states and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.



          This certificate excepts and does not relate to U.S. $                     principal amount of the
above-captioned Securities appearing in your books as being held for our account as to which we are
not yet able to certify and as to which we understand interest cannot be credited unless and until
we are able so to certify.



          We understand that this certificate may be required in connection with certain tax legislation
in the




 











 




United States. If administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate or a copy thereof to any interested party in such proceedings.




Date:                     , 19    

[To be dated on or after 

the 15th day before the 

relevant Interest Payment Date]




	 	 	 	 	 
	 	[Name of Person Entitled to

Receive Interest]

 	 
	 	 	 
	 	(Authorized Signature) 	 
	 	 	Name:      	  
	 	 	Title: 	  



 









 






	 	 	 	 	 



EXHIBIT A.5




[Form of Confirmation To Be Sent to 

Purchasers of Bearer Securities]





          By your purchase of the securities referred to in the accompanying confirmation (the
“Securities”):



          You represent that you are not a United States person other than a financial institution as
defined in Section 1.165-12(c)(1)(v) of the United States Treasury Regulations located outside the
United States purchasing for own account or for the account of a customer that agrees to comply
with Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986 and the
regulations thereunder and are not purchasing the Securities for the account of any United States
person other than such a financial institution.



          If you are a dealer, (a) you also represent that you have not offered, sold or delivered, and
agree that you will not offer, sell, resell or deliver, any of such Securities, directly or
indirectly, in the United States or to any United States person other than such a financial
institution, and (b) you agree that you will deliver to all purchasers of such Securities from you
a written statement in this form.



          As used herein, “United States” means the United States of America (including the states and
the District of Columbia), its territories, its possessions and other areas subject to its
jurisdiction and “United States person” means a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the laws of the United
States or any political subdivision thereof and an estate or trust the income of which is subject
to United States Federal income taxation regardless of its source.



 









 





EXHIBIT 4.3




[Conformed Copy]




INSTRUMENT



OF



RESIGNATION, APPOINTMENT AND ACCEPTANCE



among



NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION,



CHEMICAL BANK,

Resigning Trustee, Security Registrar and Paying Agent,



HARRIS TRUST AND SAVINGS BANK,

Successor Trustee



and



HARRIS TRUST COMPANY OF NEW YORK,

Successor Security Registrar and Paying Agent



 





Dated as of October 1, 1993





 











 





          INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of October 1, 1993, by and
among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a District of Columbia cooperative
association (the “Company”), CHEMICAL BANK, a New York banking corporation (“Chemical’), HARRIS
TRUST AND SAVINGS BANK, an Illinois banking corporation (“Harris”) and HARRIS TRUST COMPANY OF NEW
YORK, a New York banking corporation (“Harris New York”).




WITNESSETH:




          WHEREAS, the Company and Chemical are parties to that certain Indenture, dated as of December
15, 1987, between the Company and Chemical, as amended by a First Supplemental Indenture, dated as
of October 1, 1990 (the “Indenture”); and




          WHEREAS, Section 610 of the Indenture provides that 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;
and




          WHEREAS, Chemical has given written notice to the Company that it will resign as Trustee,
Security Registrar and Paying Agent under the Indenture with respect to each series of Securities
issued thereunder as of October 1, 1993; and




          WHEREAS, the Company wishes to appoint Harris as successor Trustee under the Indenture with
respect to each series of Securities issued thereunder, Harris is qualified and eligible to act as
Trustee under the Indenture and to succeed Chemical, and Harris wishes to accept appointment as
successor Trustee under the Indenture; and




          WHEREAS, the Company wishes to appoint Harris New York as Security Registrar and Paying Agent
under the Indenture and as its agency for certain other purposes under the Indenture;




          NOW, THEREFORE, in consideration of the premises, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby declared
and agreed among the Company, Chemical, Harris and Harris New York as follows:




          1. Resignations of Chemical. Effective as of the opening of business on the date hereof,
Chemical resigns as Trustee, as Security Registrar and as Paying Agent under the Indenture with
respect to each series of Securities issued under the Indenture, and the Company accepts the
resignations of Chemical from such positions under the Indenture.




          2. Appointment of Harris as Successor Trustee. The Company, in the exercise of the authority
vested in it by Section 610 (e) of the Indenture and pursuant to a Board Resolution,





 









 







appoints Harris as successor Trustee under the Indenture with respect to each series of Securities
now or hereafter issued under the Indenture, to fill the vacancy created by the resignation of
Chemical. Such appointment shall be effective as of the opening of business on the date hereof and
shall become permanent unless the Holders of a majority in principal amount of the Outstanding
Securities of each series shall appoint a superseding Trustee within one year after the date
hereof.




          3. Acceptance of Appointment by Harris. Harris accepts its appointment as successor Trustee
under the Indenture, effective as of the opening of business on the date hereof, and assumes the
rights, powers, trusts and duties conferred or imposed upon the Trustee under the Indenture, with
like effect as if originally named as Trustee therein. Harris undertakes to perform only such
duties of the Trustee as are specifically set forth in the Indenture, and no implied covenants or
obligations shall be read into the Indenture or this instrument against Harris.




          4. Qualification and Eligibility of Harris. Harris represents that it is a banking corporation
duly organized and validly existing under the laws of the State of Illinois, authorized under such
laws to exercise corporate trust powers, and is otherwise eligible under the provisions of Section
610 of the Indenture and applicable law to be appointed as successor Trustee thereunder.




          5. Confirmation and Assignment. Chemical confirms, assigns, transfers and sets over to Harris,
its successors and assigns, as Chemical’s successor in trust under the Indenture, all of its
rights, powers, trusts and duties with respect to the Securities of each series Outstanding as of
the date hereof, and assigns and transfers to Harris as successor Trustee (and promptly after the
execution hereof will deliver to Harris) any and all property and money held by Chemical as Trustee
under the Indenture. Chemical represents that it has made no advances for the reimbursement of
which it claims or may claim a lien or charge prior to the Securities, or any Coupons, on property
or funds held or collected by it as Trustee.




          6. Appointment of Security Registrar, Paying Agent, Etc. The Company appoints Harris New York
as Security Registrar and Paying Agent for the Securities of each series now Outstanding under the
Indenture and as the agency of the Company in the Borough of Manhattan, The City of New York, where
Registered Securities of any series may be presented, or surrendered for payment, where Registered
Securities of any series may be surrendered for registration of transfer, where Securities of any
series may be surrendered for exchange, where notices and demands to or upon the Company in respect
of Securities of any series and this Indenture may be served and where Bearer Securities of any





2









 







series and related Coupons may be presented or surrendered for payment (subject to the conditions
set forth in Section 1002 of the Indenture).




          7. Acceptance of Appointments by Harris New York. Harris New York accepts appointment as
Security Registrar and as Paying Agent of the Company under the Indenture and as the agency of the
Company for the purposes specified in Section 6 above. Harris New York agrees with Harris, as
Trustee under the Indenture, that it will:





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




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




               (c) 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 Harris
New York as Paying Agent.



          8. Notice to Holders. The Company, as soon as practicable following the date hereof, will
cause a notice in substantially the form annexed hereto as Appendix A to be given by mailing a copy
thereof by first class mail, postage prepaid, to the Holders of Registered Securities of each
series as their names appear in the Security Register.




          9. Board Resolutions. As evidence of the acceptance of the resignations of Chemical as
Trustee, Security Registrar and Paying Agent, of the appointment of Harris as successor Trustee,
and of the appointment of Harris New York as successor Security Registrar and Paying Agent under
the Indenture, the Company shall deliver to Chemical, Harris and Harris New York certified Board
Resolutions accepting such resignations and providing for such appointments.




          10. Representations of the Company. The Company represents and warrants that:





               (a) the Company has been duly organized as a cooperative association and is validly
existing and in good standing under the laws of the District of Columbia;



3









 






               (b) the Company has the corporate power and authority to execute and deliver this
instrument, all corporate action on the Company’s part required for the authorization,
execution and delivery of this instrument has been taken, and this instrument
constitutes the legal, valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms;




               (c) the Indenture constitutes the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms;




               (d) the Securities of each series Outstanding as of the date hereof were duly
authorized, executed and delivered by the Company and are legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their
terms; and




               (e) no Event of Default and no event which, after notice or lapse of time or both,
would become an Event of Default, has occurred and is continuing under the Indenture.



          11. Further Assurances. Each party hereto agrees, upon reasonable request of any of the other
parties, to execute, acknowledge and deliver such further instruments of conveyance and further
assurance and to do such other things as may reasonably be required for more fully and certainly
vesting in and confirming to Harris all the rights, powers, trusts and duties of the Trustee under
the Indenture.




          12. Company’s Continuing Obligations to Chemical. The Company’s obligations to Chemical under
Section 607(3) of the Indenture shall survive the resignation of Chemical as Trustee thereunder,
and nothing contained in this instrument shall in any way affect such continuing obligations of the
Company.




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




          14. Defined Terms. Terms not otherwise defined in this instrument shall have the meanings
ascribed thereto in the Indenture.




          15. Governing Law. This instrument shall be governed by and construed in accordance with the
laws of the State of New York.





4









 








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




	 	 	 	 	 
	 	NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION

 	 
	[CORPORATE SEAL]  	By:  	     /s/ Steven L. Lilly
 	 



Attest:




	 	 	 	 	 
	/s/ Richard B. Bulman
 	 	 



	 	 	 	 	 
	 	CHEMICAL BANK

 	 
	[CORPORATE SEAL] 	By:  	      /s/ John Generale
 	 
	 	 	John Generale

Vice President 	 
	 



Attest:




	 	 	 	 	 
	/s/ G. John Kirsch
 	 	 



	 	 	 	 	 
	 	HARRIS TRUST AND SAVINGS BANK

 	 
	[CORPORATE SEAL] 	By:  	      /s/ Amy Roberts
 	 



	 	 	 	 	 
	Attest:

 	 	 



	 	 	 	 	 
	/s/ Therese Gaballah
 	 	 



5









 






	 	 	 	 	 



	 	 	 	 	 
	 	HARRIS TRUST COMPANY OF NEW YORK

 	 
	[CORPORATE SEAL] 	By:  	      /s/ Amy Roberts
 	 



Attest:




	 	 	 	 	 
	/s/ Therese Gaballah
 	 	 



6









 






Exhibit 4.1







	 	 	 	 	 
	STATE OF NEW YORK

	) 	 	 	 
	 

	) SS. : 	

	COUNTY OF NEW YORK

	) 	 		 






          On this 22nd day of September, 1993, before me appeared G. John Kirsch, to me personally
known, who, being duly sworn, did say that (s)he is a(n) Trust Officer of CHEMICAL BANK, and that
the seal affixed to said instrument is the corporate seal of said corporation and that said
instrument was signed and sealed in behalf of said corporation by authority of its Board of
Directors, and said G. John Kirsch acknowledged said instrument to be the free act and deed of said
corporation.




	 	 	 	 	 
	 
	 	/s/ James Foley
 	 
	[NOTARIAL SEAL]	Notary Public 	 
	 
	 	JAMES FOLEY

Notary Public, State of New York

No. 31-6348400

Qualified in New York County

Commission Expires August 31, 1994 	 



7








 




	 	 	 	 	 
	STATE OF NEW YORK

	) 	 	 	 
	 

	) SS. : 	

	COUNTY OF NEW YORK

	) 	 		 





          On this 21st day of September, 1993, before me appeared Amy Roberts, to me personally known,
who, being duly sworn, did say that (s)he is a(n) Assistant Vice President of HARRIS TRUST AND
SAVINGS BANK, and that the seal affixed to said instrument is the corporate seal of said
corporation and that said instrument was signed and sealed in behalf of said corporation by
authority of its Board of Directors, and said Amy Roberts acknowledged said instrument to be the
free act and deed of said corporation.




	 	 	 	 	 
	 	 	 
	 	/s/ Antonio R. Alves
 	 
	[NOTARIAL SEAL]
 	Notary Public 	 
	 	 	 
	 	ANTONIO R. ALVES

NOTARY PUBLIC, State of New York

No. 41-4615119

Qualified in Queens County

Term Expires January 31, 1994 	 



8








 






	 	 	 	 	 



APPENDIX A




NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION




NOTICE OF RESIGNATION OF TRUSTEE

AND

APPOINTMENT OF SUCCESSOR TRUSTEE




          NOTICE IS HEREBY GIVEN that CHEMICAL BANK has resigned as Trustee under the Indenture dated as
of December 15, 1987, as amended (the “Indenture”) between National Rural Utilities Cooperative
Finance Corporation (the “Company”) and Chemical Bank. The Company has appointed HARRIS TRUST AND
SAVINGS BANK (“Harris”) as successor Trustee under the Indenture and Harris has accepted such
appointment. The resignation of Chemical Bank and the appointment and acceptance of Harris were
effective as of October 1, 1993.




          The address of the corporate trust office of the successor Trustee is:



Harris Trust and Savings Bank

111 West Monroe Street

Chicago, Illinois 60603




          The Company has appointed Harris Trust Company of New York as Security Registrar and Paying
Agent for the Securities issued under the Indenture and as the agency of the Company in New York
City where Securities may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer or for exchange, and where notices and demands to or upon
the Company in respect of Securities and the Indenture may be served. The address of the corporate
trust office of the successor Security Registrar and Paying Agent is:



Harris Trust Company of New York

77 Water Street

New York, New York 10005




NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION




October 1, 1993




A-1









 





TAB A