Exhibit 4.8


 


AAR CORP.



To



U.S. BANK NATIONAL ASSOCIATION

as Trustee



INDENTURE



Dated as of [                    ], 20[   ]



Providing for Issuance of Subordinated Debt Securities


 

















 


AAR CORP.


Reconciliation and Tie between Trust
Indenture Act of 1939, as amended, and


the Indenture, dated as of [                    ], 20[   ]


 


	
  Trust Indenture

  	
   

  	
  Indenture

  
	
  Act Section

  	
   

  	
   

  	
  Section(s)

  
	
   

  	
   

  	
   

  	
   

  
	
  §310

  	
  (a)(1)

  	
   

  	
  6.9

  
	
   

  	
  (a)(2)

  	
   

  	
  6.9, 6.14

  
	
   

  	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(5)

  	
   

  	
  6.9

  
	
   

  	
  (b)

  	
   

  	
  6.8, 6.10

  
	
   

  	
  (c)

  	
   

  	
  Not Applicable

  
	
  §311

  	
  (a)

  	
   

  	
  6.13

  
	
   

  	
  (b)

  	
   

  	
  6.13

  
	
   

  	
  (c)

  	
   

  	
  6.13

  
	
  §312

  	
  (a)

  	
   

  	
  7.1, 7.2(a)

  
	
   

  	
  (b)

  	
   

  	
  7.2(a)

  
	
   

  	
  (c)

  	
   

  	
  7.2(b)

  
	
  §313

  	
  (a)

  	
   

  	
  7.3(a)

  
	
   

  	
  (b)

  	
   

  	
  7.3(b)

  
	
   

  	
  (c)

  	
   

  	
  7.3(c)

  
	
   

  	
  (d)

  	
   

  	
  7.3(c)

  
	
  §314

  	
  (a)

  	
   

  	
  7.4

  
	
   

  	
  (a)(4)

  	
   

  	
  10.1, 10.9

  
	
   

  	
  (b)

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)(1)

  	
   

  	
  1.2

  
	
   

  	
  (c)(2)

  	
   

  	
  1.2

  
	
   

  	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (d)

  	
   

  	
  Not Applicable

  
	
   

  	
  (e)

  	
   

  	
  1.2

  
	
   

  	
  (f)

  	
   

  	
  Not Applicable

  
	
  §315

  	
  (a)

  	
   

  	
  6.1

  
	
   

  	
  (b)

  	
   

  	
  6.2

  
	
   

  	
  (c)

  	
   

  	
  6.1

  
	
   

  	
  (d)

  	
   

  	
  6.1

  
	
   

  	
  (e)

  	
   

  	
  5.14

  
	
  §316

  	
  (a)(1)(A)

  	
   

  	
  5.2, 5.12

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  5.13

  
	
   

  	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
   

  	
  (b)

  	
   

  	
  5.8

  
	
   

  	
  (c)

  	
   

  	
  1.4

  
	
  §317

  	
  (a)(1)

  	
   

  	
  5.3

  
	
   

  	
  (a)(2)

  	
   

  	
  5.4

  
	
   

  	
  (b)

  	
   

  	
  10.3

  
	
  §318

  	
  (a)

  	
   

  	
  1.8

  
	
   

  	
  (c)

  	
   

  	
  1.8

  
					



 


NOTE:            This
Reconciliation and Tie shall not, for any purpose, be deemed to be a part of
the Indenture.


 

















 


TABLE OF CONTENTS(1)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  	
  DEFINITIONS AND OTHER PROVISIONS
  OF GENERAL APPLICATION

  	
   

  	
  1

  
	
  Section 1.1

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.2

  	
  Compliance Certificates and Opinions

  	
   

  	
  7

  
	
  Section 1.3

  	
  Form of Documents Delivered to Trustee

  	
   

  	
  8

  
	
  Section 1.4

  	
  Acts of Holders; Record Dates

  	
   

  	
  8

  
	
  Section 1.5

  	
  Notices, Etc., to Trustee, Corporation

  	
   

  	
  10

  
	
  Section 1.6

  	
  Notice to Holders of Securities; Waiver

  	
   

  	
  11

  
	
  Section 1.7

  	
  Language of Notices, Etc.

  	
   

  	
  12

  
	
  Section 1.8

  	
  Conflict with Trust Indenture Act

  	
   

  	
  12

  
	
  Section 1.9

  	
  Effect of Headings and Table of Contents

  	
   

  	
  12

  
	
  Section 1.10

  	
  Successors and Assigns

  	
   

  	
  12

  
	
  Section 1.11

  	
  Separability Clause

  	
   

  	
  12

  
	
  Section 1.12

  	
  Benefits of Indenture

  	
   

  	
  12

  
	
  Section 1.13

  	
  Governing Law

  	
   

  	
  12

  
	
  Section 1.14

  	
  Legal Holidays

  	
   

  	
  12

  
	
  Section 1.15

  	
  No Adverse Interpretation of Other Agreements

  	
   

  	
  13

  
	
  Section 1.16

  	
  Execution in Counterparts

  	
   

  	
  13

  
	
  ARTICLE TWO

  	
  SECURITY FORMS

  	
   

  	
  13

  
	
  Section 2.1

  	
  Forms Generally

  	
   

  	
  13

  
	
  Section 2.2

  	
  Form of Trustee’s Certificate of Authentication

  	
   

  	
  13

  
	
  Section 2.3

  	
  Securities in Global Form

  	
   

  	
  14

  
	
  Section 2.4

  	
  Form of Legend for Global Securities

  	
   

  	
  14

  
	
  Section 2.5

  	
  Form of Legend for Bearer Securities

  	
   

  	
  14

  
	
  ARTICLE THREE

  	
  THE SECURITIES

  	
   

  	
  14

  
	
  Section 3.1

  	
  Amount Unlimited; Issuable in Series

  	
   

  	
  14

  
	
  Section 3.2

  	
  Denominations

  	
   

  	
  17

  
	
  Section 3.3

  	
  Execution, Authentication, Delivery and Dating

  	
   

  	
  17

  
	
  Section 3.4

  	
  Temporary Securities

  	
   

  	
  20

  
	
  Section 3.5

  	
  Registration, Registration of Transfer and Exchange

  	
   

  	
  21

  
	
  Section 3.6

  	
  Mutilated, Destroyed, Lost and Stolen Securities

  	
   

  	
  24

  
	
  Section 3.7

  	
  Payment of Interest; Interest Rights Preserved

  	
   

  	
  25

  



 






(1) Note:  This table of contents shall not, for any
purpose, be deemed to be a part of the Indenture.


 


i

















 


TABLE OF
CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.8

  	
  Persons Deemed Owners

  	
   

  	
  26

  
	
  Section 3.9

  	
  Cancellation

  	
   

  	
  27

  
	
  Section 3.10

  	
  Computation of Interest

  	
   

  	
  27

  
	
  Section 3.11

  	
  Form of Certification by a Person Entitled to
  Receive a Bearer Security

  	
   

  	
  27

  
	
  Section 3.12

  	
  CUSIP, ISIN and Common Code Numbers

  	
   

  	
  28

  
	
  ARTICLE FOUR

  	
  SATISFACTION AND DISCHARGE

  	
   

  	
  28

  
	
  Section 4.1

  	
  Satisfaction and Discharge of Indenture

  	
   

  	
  28

  
	
  Section 4.2

  	
  Application of Trust Money

  	
   

  	
  30

  
	
  ARTICLE FIVE

  	
  REMEDIES

  	
   

  	
  30

  
	
  Section 5.1

  	
  Events of Default

  	
   

  	
  30

  
	
  Section 5.2

  	
  Acceleration of Maturity; Rescission and Annulment

  	
   

  	
  31

  
	
  Section 5.3

  	
  Collection of Indebtedness and Suits for Enforcement
  by Trustee

  	
   

  	
  32

  
	
  Section 5.4

  	
  Trustee May File Proofs of Claim

  	
   

  	
  33

  
	
  Section 5.5

  	
  Trustee May Enforce Claims Without Possession
  of Securities or Coupons

  	
   

  	
  33

  
	
  Section 5.6

  	
  Application of Money Collected

  	
   

  	
  33

  
	
  Section 5.7

  	
  Limitation on Suits

  	
   

  	
  34

  
	
  Section 5.8

  	
  Unconditional Right of Holders to Receive Principal,
  Premium and Interest

  	
   

  	
  34

  
	
  Section 5.9

  	
  Restoration of Rights and Remedies

  	
   

  	
  35

  
	
  Section 5.10

  	
  Rights and Remedies Cumulative

  	
   

  	
  35

  
	
  Section 5.11

  	
  Delay or Omission Not Waiver

  	
   

  	
  35

  
	
  Section 5.12

  	
  Control by Holders of Securities

  	
   

  	
  35

  
	
  Section 5.13

  	
  Waiver of Past Defaults

  	
   

  	
  35

  
	
  Section 5.14

  	
  Undertaking for Costs

  	
   

  	
  36

  
	
  Section 5.15

  	
  Waiver of Stay or Extension Laws

  	
   

  	
  36

  
	
  ARTICLE SIX

  	
  THE TRUSTEE

  	
   

  	
  36

  
	
  Section 6.1

  	
  Certain Duties and Responsibilities

  	
   

  	
  36

  
	
  Section 6.2

  	
  Notice of Defaults

  	
   

  	
  38

  



 


ii

















 


TABLE OF
CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.3

  	
  Certain Rights of Trustee

  	
   

  	
  38

  
	
  Section 6.4

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
   

  	
  39

  
	
  Section 6.5

  	
  May Hold Securities

  	
   

  	
  39

  
	
  Section 6.6

  	
  Money Held in Trust

  	
   

  	
  39

  
	
  Section 6.7

  	
  Compensation and Reimbursement

  	
   

  	
  39

  
	
  Section 6.8

  	
  Disqualification; Conflicting Interests

  	
   

  	
  40

  
	
  Section 6.9

  	
  Corporate Trustee Required; Eligibility

  	
   

  	
  40

  
	
  Section 6.10

  	
  Resignation and Removal; Appointment of Successor

  	
   

  	
  41

  
	
  Section 6.11

  	
  Acceptance of Appointment by Successor

  	
   

  	
  42

  
	
  Section 6.12

  	
  Merger, Conversion, Consolidation or Succession to
  Business

  	
   

  	
  43

  
	
  Section 6.13

  	
  Preferential Collection of Claims Against
  Corporation

  	
   

  	
  43

  
	
  Section 6.14

  	
  Appointment of Authenticating Agent

  	
   

  	
  43

  
	
  ARTICLE SEVEN

  	
  HOLDERS’ LISTS AND REPORTS BY
  TRUSTEE AND CORPORATION

  	
   

  	
  45

  
	
  Section 7.1

  	
  Corporation to Furnish Trustee Names and Addresses
  of Holders

  	
   

  	
  45

  
	
  Section 7.2

  	
  Preservation of Information; Communications to
  Holders

  	
   

  	
  45

  
	
  Section 7.3

  	
  Reports by Trustee

  	
   

  	
  46

  
	
  Section 7.4

  	
  Reports by Corporation

  	
   

  	
  46

  
	
  ARTICLE EIGHT

  	
  CONSOLIDATION, MERGER,
  CONVEYANCE, TRANSFER OR LEASE

  	
   

  	
  47

  
	
  Section 8.1

  	
  Corporation May Consolidate, Etc., Only on
  Certain Terms

  	
   

  	
  47

  
	
  Section 8.2

  	
  Successor Corporation Substituted

  	
   

  	
  47

  
	
  ARTICLE NINE

  	
  SUPPLEMENTAL INDENTURES

  	
   

  	
  47

  
	
  Section 9.1

  	
  Supplemental Indentures without Consent of Holders

  	
   

  	
  47

  
	
  Section 9.2

  	
  Supplemental Indentures with Consent of Holders

  	
   

  	
  48

  
	
  Section 9.3

  	
  Execution of Supplemental Indentures

  	
   

  	
  50

  
	
  Section 9.4

  	
  Effect of Supplemental Indentures

  	
   

  	
  50

  
	
  Section 9.5

  	
  Conformity with Trust Indenture Act

  	
   

  	
  50

  
	
  Section 9.6

  	
  Reference in Securities to Supplemental Indentures

  	
   

  	
  50

  



 


iii

















 


TABLE OF
CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
  COVENANTS

  	
   

  	
  50

  
	
  Section 10.1

  	
  Payment of Principal, Premium and Interest

  	
   

  	
  50

  
	
  Section 10.2

  	
  Maintenance of Office or Agency

  	
   

  	
  50

  
	
  Section 10.3

  	
  Money for Securities Payments to be Held in Trust

  	
   

  	
  51

  
	
  Section 10.4

  	
  Statement as to Compliance

  	
   

  	
  52

  
	
  Section 10.5

  	
  Waiver of Certain Covenants

  	
   

  	
  52

  
	
  Section 10.6

  	
  Additional Sums

  	
   

  	
  53

  
	
  Section 10.7

  	
  Original Issue Discount

  	
   

  	
  53

  
	
  ARTICLE ELEVEN

  	
  REDEMPTION OF SECURITIES

  	
   

  	
  54

  
	
  Section 11.1

  	
  Applicability of Article

  	
   

  	
  54

  
	
  Section 11.2

  	
  Election to Redeem; Notice to Trustee

  	
   

  	
  54

  
	
  Section 11.3

  	
  Selection by Trustee of Securities to be Redeemed

  	
   

  	
  54

  
	
  Section 11.4

  	
  Notice of Redemption

  	
   

  	
  55

  
	
  Section 11.5

  	
  Deposit of Redemption Price

  	
   

  	
  55

  
	
  Section 11.6

  	
  Securities Payable on Redemption Date

  	
   

  	
  55

  
	
  Section 11.7

  	
  Securities Redeemed in Part

  	
   

  	
  56

  
	
  ARTICLE TWELVE

  	
  SINKING FUNDS

  	
   

  	
  57

  
	
  Section 12.1

  	
  Applicability of Article

  	
   

  	
  57

  
	
  Section 12.2

  	
  Satisfaction of Sinking Fund Payments with
  Securities

  	
   

  	
  57

  
	
  Section 12.3

  	
  Redemption of Securities for Sinking Fund

  	
   

  	
  57

  
	
  ARTICLE THIRTEEN

  	
  MEETINGS OF HOLDERS OF
  SECURITIES

  	
   

  	
  58

  
	
  Section 13.1

  	
  Purposes for Which Meetings May be Called

  	
   

  	
  58

  
	
  Section 13.2

  	
  Call Notice and Place of Meeting

  	
   

  	
  58

  
	
  Section 13.3

  	
  Persons Entitled to Vote at Meetings

  	
   

  	
  58

  
	
  Section 13.4

  	
  Quorum; Action

  	
   

  	
  58

  
	
  Section 13.5

  	
  Determination of Voting Rights; Conduct and
  Adjournment of Meetings

  	
   

  	
  59

  
	
  Section 13.6

  	
  Counting Votes and Recording Action of Meetings

  	
   

  	
  60

  
	
  Section 13.7

  	
  Action Without Meeting

  	
   

  	
  60

  
	
  ARTICLE FOURTEEN

  	
  IMMUNITY OF INCORPORATORS,
  STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES

  	
   

  	
  60

  



 


iv

















 


TABLE OF
CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 14.1

  	
  Liability Solely Corporate

  	
   

  	
  60

  
	
  ARTICLE FIFTEEN

  	
  SUBORDINATION OF SECURITIES

  	
   

  	
  61

  
	
  Section 15.1

  	
  Subordination Terms

  	
   

  	
  61

  



 


v














 


INDENTURE,
dated as of [                     ], 20[   ],
between AAR CORP., a corporation duly organized and existing under the laws of
the State of Delaware (herein called the “Corporation”),
having its principal office at One AAR Place, 1100 N. Wood Dale Road, Wood
Dale, Illinois 60191, and U.S. Bank National Association, a national banking
association duly organized and existing under the laws of the United States,
having a corporate trust office at 60 Livingston Avenue, St. Paul, Minnesota
55107, as trustee hereunder (herein called the “Trustee”).


 


RECITALS OF THE CORPORATION


 


The
Corporation has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of the Corporation’s unsecured
debentures, notes or other evidences of indebtedness (herein collectively
called the “Securities,” and
individually called a “Security”),
which may or may not be convertible into or exchangeable for any securities of
any Person, to be issued in one or more series as provided in this Indenture.


 


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


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


 


Definitions and Other Provisions of General
Application


 


Section 1.1  Definitions.  For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


 


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


 


(b)           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 in the Trust Indenture Act;


 


(c)           all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles in the United States of America, and, except as
otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder 


 


1

















 


shall mean such accounting principles as are generally
accepted in the United States of America at the date of such computation;


 


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


 


(e)           the word “or” is always used inclusively
(for example, the phrase “A or B” means “A or B or both,” not “either A or B
but not both”).


 


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


 


“Act,” when used with respect to any Holder
of a Security, has the meaning specified in Section 1.4.


 


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


 


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


 


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


 


“Bankruptcy Law” means Title 11 of the
United States Code or any similar United States federal or state law for the
relief of debtors.


 


“Bearer Security” means any Security
established pursuant to Section 2.1 which is payable to bearer and shall
bear the legend specified in Section 2.5.


 


“Board of Directors” means the board of
directors of the Corporation or any committee thereof duly authorized to act on
behalf of the Board of Directors in respect of any matter.


 


“Board Resolution” means a copy of a
resolution, certified by the Secretary or an Assistant Secretary of the
Corporation 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.


 


2

















 


“Business Day” means any day other than a
Saturday or Sunday or a day on which banks and trust companies located in the
municipality in which the Corporate Trust Office is located are authorized or
required by law, regulation or executive order to remain closed.


 


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


 


“Common Stock” means, with respect to any
Person, any and all shares, interests, participations or other equivalents,
however designated, whether voting or non-voting, of that Person’s equity,
other than preferred stock of that Person, whether now outstanding or issued
after the date of this Indenture, including, without limitation, all series and
classes of common stock.


 


“Corporate Trust Office” means a corporate
trust office of the Trustee at which at any particular time this Indenture
shall be administered, which office on the date of execution of this Indenture
is located at 60 Livingston Avenue, St. Paul, Minnesota 55107, Attention:
Corporate Trust Services, except that with respect to the presentation of
Securities of a series for payment or for registration of transfer or exchange,
such term shall mean the office or agency of the Trustee designated for such
purpose from time to time.


 


“corporation” includes any corporation,
association, company, limited liability company, joint stock company or
statutory or business trust.


 


“Corporation” means the Person named as the “Corporation” 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 “Corporation” shall mean such successor
corporation.


 


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


 


“Depositary” means, with respect to the
Securities of any series issuable or issued in whole or in part in the form of
one or more Global Securities, a clearing agency registered under the Securities
Exchange Act of 1934, as amended, specified for that purpose as contemplated by
Section 3.1, or any successor clearing agency registered under such Act as
contemplated by Section 3.5.


 


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


 


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


 


“Global Security” means a Security bearing
the legend specified in Section 2.4 evidencing all or part of a series of
Securities, issued to the Depositary for such series or its nominee, and
registered in the name of such Depositary or nominee.


 


3

















 


“Holder,” when used with respect to any
Security, means in the case of a Registered Security the Person in whose name
the Security is registered in the Security Register and in the case of a Bearer
Security the bearer thereof and, when used with respect to any coupon, means the
bearer thereof.


 


“Indenture” means this instrument as
originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof.


 


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


 


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


 


“Officer” means, with respect to any Person,
the Chairman of the Board, a Vice Chairman, the President, a Vice President,
the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller,
the Secretary or an Assistant Secretary, of such Person and, if no other Person
is designated in this Indenture, of the Corporation.


 


“Officers’ Certificate” means a certificate
signed by the Chairman of the Board, a Vice Chairman, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Controller, an
Assistant Controller, the Secretary or an Assistant Secretary, of the
Corporation, that complies with the requirements of Section 314(c) of the
Trust Indenture Act and is delivered to the Trustee.


 


“Opinion of Counsel” means a written opinion
of counsel, who may be counsel for the Corporation, and who shall be acceptable
to the Trustee, that complies with the requirements of Section 314(c) of
the Trust Indenture Act and Section 1.2 of this Indenture.


 


“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 5.2.


 


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


 


(a)           Securities of such series theretofore
canceled by the Trustee or delivered to the Trustee for cancellation;


 


(b)           Securities of such series for whose
payment or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent 


 


4

















 


(other than the Corporation) in trust or set aside and
segregated in trust by the Corporation (if the Corporation shall act as its own
Paying Agent) for the Holders of such Securities and any coupons thereto appertaining
and, if such Securities are to
be redeemed, notice of which redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; and


 


(c)           Securities of such series which have
been paid pursuant to Section 3.6 or in exchange for or in lieu of which
other Securities have been authenticated and delivered pursuant to this
Indenture, 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 a bona fide purchaser in whose hands such Securities are valid
obligations of the Corporation;


 


and provided further, that in determining
whether the Holders of the requisite principal amount of the Outstanding
Securities of any series or all series, as the case may be, have given any
request, demand, authorization, direction, notice, consent or waiver hereunder
or are present at a meeting of Holders of Securities of such series for quorum
purposes, Securities of such series owned by the Corporation or any other
obligor upon the Securities of such series or any Affiliate of the Corporation
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, direction, notice, consent or
waiver or upon any such determination as to the presence of a quorum, only
Securities of such series which the Trustee knows to be so owned shall be so disregarded.  Securities of such series 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 Corporation or
any other obligor upon the Securities or any Affiliate of the Corporation or of
such other obligor.


 


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


 


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


 


“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 as contemplated by Section 3.1.


 


“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 3.6
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.


 


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


 


5

















 


“Redemption Price,” when used with respect
to any Security to be redeemed, means the price at which it is to be redeemed
pursuant to this Indenture.


 


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


 


“Regular Record Date” for the interest
payable on any Interest Payment Date on the Registered Securities of any series
means the date specified for that purpose as contemplated by Section 3.1.


 


“Request” or “Order” means a written request or order signed in the name of
the Corporation, by its Chairman of the Board, a Vice Chairman, its President
or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Controller, an Assistant Controller, its Secretary or an Assistant Secretary,
and delivered to the Trustee.


 


“Responsible Officer,” when used with
respect to the Trustee, means any Vice President, any assistant secretary, any
assistant treasurer, any cashier, any assistant cashier, any senior trust
officer, any trust officer or assistant trust officer, any assistant controller
or any other officer of the Trustee customarily performing corporate trust
functions on behalf of the Trustee and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject.


 


“Section 10.6
Indemnitee” has the meaning specified in Section 10.6


 


“Securities”
and “Security” have the meanings
stated in the first recital of this Indenture and more particularly means any
Securities authenticated and delivered under this Indenture; provided, that if at any time there is
more than one Person acting as Trustee under this Indenture, the term “Securities,”
with respect to any such Person, shall mean Securities authenticated and
delivered under this Indenture, exclusive, however, of Securities of any series
as to which such Person is not Trustee.


 


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


 


“Senior Indebtedness” means indebtedness issued pursuant to a
senior indenture, as supplemented or amended by one or more indentures
supplemental thereto, payment of which shall be senior to the payment of the
Securities issued hereunder, pursuant to Article Fifteen hereof.


 


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


 


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


 


6

















 


“Subsidiary” means a corporation more than
50% of the outstanding Voting Stock of which is owned, directly or indirectly,
by the Corporation or by one or more other Subsidiaries, or by the Corporation
and one or more other Subsidiaries.


 


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


 


“Trustee” means the Person named as the “Trustee”
in the first paragraph of this instrument until a successor Trustee shall have
become such with respect to one or more series of Securities pursuant to the
applicable provisions of this Indenture, and thereafter the term “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, the term “Trustee,” as used with
respect to the Securities of any series, shall mean the Trustee with respect to
Securities of that series.


 


“United States” means the United States of
America (including the states and the District of Columbia), its territories
and 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
non-resident alien individual, a non-resident 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
non-resident alien individual or a non-resident alien fiduciary of a foreign
estate or trust.


 


“Vice President,” when used with respect to
the Corporation 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.”


 


“Voting Stock” means the class or classes of
stock which ordinarily have voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.


 


Section 1.2  Compliance Certificates and Opinions.  Upon any application or
request by the Corporation to the Trustee to take any action under any
provision of this Indenture, the Corporation 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 Officers’ Certificate or
Opinion of Counsel need be furnished under this Section 1.2.


 


Every Officers’
Certificate or Opinion of Counsel with respect to compliance with a condition
or covenant provided for in this Indenture shall include:


 


7

















 


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


 


(b)           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;


 


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


 


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


 


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


 


Any
certificate or opinion of an Officer of the Corporation 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 such Officer’s 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 Corporation, stating that the information with respect to such
factual matters is in the possession of the Corporation, 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 1.4  Acts of Holders; Record Dates.


 


(a)           Any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be made, given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by an agent duly appointed in writing.  If Securities of a series are issuable as
Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be
made, given or taken by Holders may, alternatively, be embodied in and
evidenced by the record of Holders of Securities voting in favor thereof,
either in person or by proxies duly appointed in writing, at any meeting of
Holders of Securities duly called and held in accordance with the provisions of
Article 


 


8

















 


Thirteen, or a combination of such instrument or
instruments and any such record.  Except
as herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Corporation or both.  Such instrument or instruments and any such
record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act”
of the Holders signing such instrument or instruments and so voting at any such
meeting.  Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any
Person of a Security, shall be sufficient for any purpose of this Indenture and
(subject to Section 6.1) conclusive in favor of the Trustee and the
Corporation 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 13.6.


 


Notwithstanding
the foregoing, with respect to any Global Security, nothing herein shall
prevent the Corporation, the Trustee, or any agent of the Corporation or the
Trustee, from giving effect to any request, demand, authorization, direction, notice,
consent, waiver or other action provided in this Indenture to be given or taken
by a Depositary or impair, as between a Depositary and such holders of
beneficial interests, the operation of customary practices governing the
exercise of the rights of the Depositary (or its nominee) as Holder of any
Security.


 


Without
limiting the generality of this Section 1.4, unless otherwise provided in
or pursuant to this Indenture, a Holder, including a Depositary that is a
Holder of a Global Security, may make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be
made, given or taken by Holders, and a Depositary that is a Holder of a Global
Security may give its proxy or proxies to the Depositary’s participants or the
beneficial owners of interests in any such Global Security, as the case may be,
through such Depositary’s standing instructions and customary practices.


 


Subject to the
next succeeding paragraph, the Corporation may, in the circumstances permitted
by the Trust Indenture Act, fix any day as the record date for the purpose of
determining the Holders of Securities of any series entitled to give or take
any request, demand, authorization, direction, notice, consent, waiver or other
action, or to vote on any action, authorized or permitted to be given or taken
by Holders of Securities of such series. 
If not set by the Corporation prior to the first solicitation of a
Holder of Securities of such series made by any Person in respect of any such
action, or in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day prior to such first
solicitation or vote, or, if later, the date of the most recent list of Holders
required to be provided pursuant to Section 7.1, as the case may be.  With regard to any record date for action to
be taken by the Holders of one or more series of Securities, only the Holders
of Securities of such series on such date (or their duly designated proxies)
shall be entitled to give or take, or vote on, the relevant action.


 


The Trustee
shall fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in any permanent Global Security held by a
Depositary and who are entitled under the procedures of such Depositary to
make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other
action provided in or pursuant to this Indenture to be made, given or taken by 


 


9

















 


Holders.  If such a record date
is fixed, the Holders on such record date or their duly appointed proxy or
proxies, and only such Persons, shall be entitled to make, give or take such
request, demand, authorization, direction, notice, consent, waiver or other
action, whether or not such Holders remain Holders after such record date.  No such request, demand, authorization,
direction, notice, consent, waiver or other action shall be valid or effective
if made, given or taken more than 90 days after such record date.


 


(b)           The fact and date of the execution by
any Person of any such instrument or writing may be proved in any manner that
the Trustee deems sufficient.


 


(c)           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.


 


(d)           The principal amount and serial
numbers of Bearer Securities held by any Person executing any such instrument
or writing as a Holder of Securities, and the date of such Holder’s holding the
same, may be proved by the production of such Bearer Securities or by a
certificate executed, as depositary, by any trust company, bank, banker or
other depositary, wherever situated, if such certificate shall be deemed by the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, 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
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory.  The Trustee and the
Corporation may assume that such ownership of any Bearer Security continues
until (1) another certificate or affidavit bearing a later date issued in
respect of the same Bearer Security is produced, or (2) such Bearer
Security is produced to the Trustee by some other Person, or (3) such
Bearer Security is surrendered in exchange for a Registered Security, or (4) such
Bearer Security is no longer Outstanding.


 


(e)           The fact and date of execution of any
such instrument or writing, the authority of the Person executing the same, the
principal amount and serial numbers of Bearer Securities held by the Person so
executing such instrument or writing and the date 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 Section.


 


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


 


Section 1.5  Notices, Etc., to Trustee, Corporation.  Any request, demand, authorization,
direction, notice, consent, election, waiver or other Act of Holders of a
series of Securities or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with,


 


10














 


(a)           the Trustee of such series by any
Holder of a Security of such series or by the Corporation shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee of such series at its Corporate Trust Office, or


 


(b)           the Corporation by the Trustee of
such series or by any Holder of a Security of such series shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Corporation, addressed
to the attention of its Secretary, at One AAR Place, 1100 N. Wood Dale Road,
Wood Dale, Illinois 60191, or at any other address previously furnished in
writing to the Trustee of such series by the Corporation.


 


Section 1.6  Notice to Holders of Securities; Waiver.  Except as otherwise expressly provided
herein, where this Indenture provides for notice to Holders of Securities (of
any series) of any event,


 


(a)           such notice shall be sufficiently
given to Holders of Registered Securities of such series if in writing and
mailed, first-class postage prepaid, to each Holder of a Registered Security of
such series affected by such event, at such Holder’s 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


 


(b)           such notice shall be sufficiently
given to Holders of Bearer Securities of such series if published in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and, if
the Securities of such series are then listed on The London Stock Exchange and
such stock exchange shall so require, in London and, if the Securities of such
series are then listed on the Luxembourg Stock Exchange and such stock exchange
shall so require, in Luxembourg and, if the Securities of such series are then
listed on any other stock exchange outside the United States and such stock
exchange shall so require, in any other required city outside the United States
or, if not practicable, in Europe, on a Business Day at least twice, the first
such publication to be not earlier than the earliest date and not later than
the latest date prescribed for the giving of such notice.


 


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


 


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


 


11

















 


defect in any notice so published, shall affect the sufficiency of any
notice mailed to Holders of Registered Securities as provided above.


 


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


 


Section 1.7  Language of Notices, Etc.  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.


 


Section 1.8  Conflict with Trust Indenture Act.  If any provision hereof limits, qualifies or
conflicts with any duties under any required provision of the Trust Indenture
Act deemed included herein by Section 318(c) thereof, such required
provision shall control.


 


Section 1.9  Effect of Headings and Table of Contents.  The Article and Section headings herein and
the Table of Contents are for convenience only and shall not affect the
construction hereof.


 


Section 1.10  Successors and Assigns.  All covenants and agreements in this
Indenture by the Corporation shall bind its successors and assigns, whether so
expressed or not.


 


Section 1.11  Separability Clause.  In case any provision in this Indenture or
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 1.12  Benefits of Indenture.  Nothing in this Indenture or the Securities
or coupons, express or implied, shall give to any Person, other than the
parties hereto, their successors hereunder and the Holders of Securities and
coupons (and, with respect to the provisions of Article Fifteen, the
holders of Senior Indebtedness), any benefit or any legal or equitable right,
remedy or claim under this Indenture.


 


Section 1.13  Governing Law.  This Indenture and the Securities and coupons
shall be governed by and construed in accordance with the internal law of the
State of New York.


 


Section 1.14  Legal Holidays.  In any case where any Interest Payment Date,
Redemption Date or 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) 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; provided,
that no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be.


 


12

















 


Section 1.15  No Adverse Interpretation of Other
Agreements.  This
Indenture may not be used to interpret another indenture, loan or debt
agreement of the Corporation or any Affiliate thereof.  No such indenture, loan or debt agreement may
be used to interpret this Indenture.


 


Section 1.16  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.


 


ARTICLE TWO



Security Forms


 


Section 2.1  Forms Generally.  The Registered Securities, if any, of each
series and the Bearer Securities, if any, of each series and related coupons
and the Global Securities, if any, issued pursuant to this Indenture shall be
in such form as shall be established by or pursuant to a Board Resolution of
the Corporation or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the Officers
executing such Securities or coupons, as evidenced by their execution of the
Securities or coupons (but which do not affect the rights or duties of the
Trustee).  If the forms of Securities or
coupons of any series are established by or pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by the Secretary
or an Assistant Secretary of the Corporation and delivered to the Trustee at or
prior to the delivery of the Order of the Corporation contemplated by Section 3.3
for the authentication and delivery of such Securities or coupons.


 


The Trustee’s
certificates of authentication shall be in substantially the form set forth in
this Article or Article Six.


 


Unless
otherwise provided as contemplated by Section 3.1 with respect to any
series of Securities, the Securities of each series shall be issuable in global
and registered form without coupons.  If
so provided as contemplated by Section 3.1, the Securities of a series
also shall be issuable in bearer form, with or without interest coupons
attached.


 


The definitive
Securities and coupons, if any, shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner permitted by the rules
of any applicable securities exchange, all as determined by the Officers
executing such Securities, as evidenced by their execution of such Securities
or coupons.


 


Section 2.2  Form of Trustee’s Certificate of
Authentication. 
Subject to Section 6.14, the Trustee’s certificate of
authentication shall be in substantially the following form:


 


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


 


13

















 


	
   

  	
  U.S. Bank National Association, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Officer

  



 


Section 2.3  Securities in Global Form.  If Securities of a series are issuable in
global form, any such Security may provide that it or any number of such
Securities shall represent the aggregate amount of all Outstanding Securities
of such series (or such lesser amount as is permitted by the terms thereof)
from time to time endorsed thereon and may also provide that the aggregate
amount of Outstanding Securities represented thereby may from time to time be
increased or reduced to reflect exchanges. 
Any endorsement of any Security in global form to reflect the amount, or
any increase or decrease in the amount, or changes in the rights of Holders, of
Outstanding Securities represented thereby shall be made in such manner and by
such Person or Persons as shall be specified therein or in the Order of the
Corporation to be delivered pursuant to Sections 3.3 or 3.4 with respect thereto.  Subject to the provisions of Section 3.3
and, if applicable, Section 3.4, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Order of the
Corporation.  If the Order of the
Corporation pursuant to Sections 3.3 or 3.4 has been, or simultaneously is,
delivered, any instructions by the Corporation with respect to a Security in
global form shall be in writing but need not be accompanied by or contained in
an Officers’ Certificate and need not be accompanied by an Opinion of Counsel.


 


Section 2.4  Form of Legend for Global Securities.  Any Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form, or
in such other form that is acceptable to the Depositary and the Trustee:


 


“Unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, this Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.”


 


Section 2.5  Form of Legend for Bearer Securities.  Any Bearer Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:


 


“Any United
States person who holds this Security shall be subject to limitations under the
United States income tax laws, including the limitation provided in Sections 165(j)
and 1287(a) of the Internal Revenue Code of 1986, as amended.”


 


ARTICLE THREE


 


The Securities


 


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


 


14

















 


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,


 


(a)           the title of the Securities of the
series (which shall distinguish the Securities of the series from securities of
all other series issued by the Corporation);


 


(b)           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 3.4, 3.5, 3.6, 9.6 or
11.7);


 


(c)           the date or dates on which the
principal of the Securities of the series is payable;


 


(d)           the subordination terms of the
Securities of the series;


 


(e)           the right, if any, to extend the
Stated Maturity on which the Corporation shall pay any installment of principal
of or interest on the Securities of the series;


 


(f)            the rate or rates at which the
Securities of the series shall bear interest, if any, or any method by which
such rate or rates shall be determined, the basis upon which interest shall be
computed if other than that specified in Section 3.10, 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 Registered Securities on any Interest Payment Date;


 


(g)           the place or places where the
principal of (and premium, if any) and interest, if any, on Securities of the
series shall be payable;


 


(h)           whether Securities of the series may
be redeemed and, if so, the period or periods within which, the price or prices
at which and the terms and conditions upon which Securities of the series may
be redeemed, in whole or in part, at the option of the Corporation;


 


(i)            the obligation, if any, of
Corporation 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, pursuant to such obligation;


 


(j)            the right, if any, of the
Corporation or a third party to redeem or purchase Securities of the series 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, pursuant to such right;


 


(k)           whether Bearer Securities of the
series are to be issuable;


 


15

















 


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


 


(m)          the date as of which any Bearer
Securities of the series, any temporary Bearer Security in global form and any
Global Securities shall be dated if other than the date of original issuance of
the first Security of the series to be issued;


 


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


 


(o)           the currency or currencies, including
composite currencies, in which payment of the principal of (and premium, if
any) and interest, if any, on the Securities of the series shall be payable (if
other than the currency of the United States of America);


 


(p)           if the amount of payments of
principal of (and premium, if any) or interest, if any, on the Securities of
the series may be determined with reference to an index, the manner in which
such amounts shall be determined;


 


(q)           if other than the principal amount
thereof, the portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 5.2;


 


(r)            any additional Events of Default or
additional covenants of the Corporation pertaining to the Securities of the
series;


 


(s)           whether and under what circumstances
the Corporation shall pay additional amounts on the Securities of the series
held by a Person who is a United States Alien in respect of taxes or similar
charges withheld or deducted and, if so, whether the Corporation shall have the
option to redeem such Securities rather than pay such additional amounts;


 


(t)            whether any Securities of the series
are to be issuable in whole or in part in the form of one or more Global
Securities and, if so, (i) the Depositary with respect to such Global
Security or Securities and (ii) the circumstances under which beneficial
owners of interests in any such Global Security may exchange such interest for
Securities of the same series and of like tenor and of any authorized form and
denomination, and the circumstances under which any such exchange may occur, if
other than as set forth in Section 3.5;


 


(u)           if any Securities of the series are
to be issued in global form and are to be issuable in definitive form (whether
upon original issue or upon exchange of a temporary 


 


16

















 


Security) only upon receipt of certain certificates or
other documents or satisfaction of other conditions, the form and terms of such
certificates, documents, or conditions;


 


(v)           the date or dates, if any, after
which the Holders may convert Securities of the series into shares of Common
Stock or preferred stock of the Corporation and the terms for that conversion;
and


 


(w)          any other terms of the Securities of
the series (which terms shall not be inconsistent with the terms of this
Indenture).


 


All Securities
of any one series and the coupons appertaining to Bearer Securities of such
series, if any, 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 and set forth in the Officers’
Certificate, or provided in the indenture supplemental hereto, establishing the
series.


 


If any of the
terms of the series are established by action taken pursuant to a Board Resolution,
a copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Corporation and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate setting forth
the terms of the series.  Such Board
Resolution may provide general terms or parameters for Securities of such
series and may provide that the specific terms of particular Securities of such
series, and the Persons authorized to determine such terms or parameters may be
determined in accordance with or pursuant to the Order of the Corporation
referred to in the third paragraph of Section 3.3.


 


Section 3.2  Denominations.  Unless otherwise provided as contemplated by Section 3.1
with respect to any series of Securities, the Registered Securities of each
series, if any, shall be issuable in denominations of $1,000 or any integral
multiple thereof, and the Bearer Securities of each series, if any, shall be
issuable in the denomination of $5,000.


 


Section 3.3  Execution, Authentication, Delivery and
Dating.  The
Securities shall be executed on behalf of the Corporation by its Chairman of
the Board, a Vice Chairman, its President or one of its Vice Presidents, under
its corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries.  The signature of
any of these officers on the Securities may be manual or facsimile.  Coupons shall bear the facsimile signature of
the Treasurer or any Assistant Treasurer of the Corporation.


 


Securities and
coupons bearing the manual or facsimile signatures of individuals who were at
any time relevant to the authorization thereof the proper officers of the
Corporation shall bind the Corporation, 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
Corporation may deliver Securities of any series executed on behalf of the
Corporation to the Trustee for authentication by the Trustee together with an
Order of the Corporation for the authentication and delivery of such
Securities, and the Trustee in accordance with such Order shall authenticate
and deliver such Securities; provided,
that in connection with 


 


17

















 


its original issuance, a Bearer Security may be delivered only outside
the United States and only if the Trustee shall have received from the Person
entitled to receive such Bearer Security a certificate in the form required by Section 3.11;
and provided further, that, with
respect to Securities of a series constituting a medium-term note program, the
Trustee shall authenticate and deliver Securities of such series for original
issue from time to time in the aggregate principal amount established for such
series pursuant to such procedures acceptable to the Trustee and to such
recipients as may be specified from time to time by an Order of the
Corporation.  The maturity dates,
original issue dates, interest rates and any other terms of the Securities of a
subseries of any medium-term note program shall be determined by or pursuant to
such Order of the Corporation and such procedures.


 


In
authenticating Securities in accordance with an Order of the Corporation, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully
protected in relying upon:


 


(a)          the Board Resolution or indenture
supplemental hereto establishing the form of the Securities of the series
pursuant to Section 2.1 and the terms of the Securities of the series
pursuant to Section 3.1 (or, in the case of a Board Resolution, pursuant
to which such form and terms are established);


 


(b)          an Officers’ Certificate pursuant to
Sections 2.1 and 3.1 and complying with Section 1.2; and


 


(c)          an Opinion of Counsel complying with Section 1.2
stating,


 


(i)            that the forms of such Securities
and coupons, if any, have been established by or pursuant to a Board Resolution
or by an indenture supplemental hereto, as permitted by Section 2.1 and in
conformity with the provisions of this Indenture;


 


(ii)           that the terms of such Securities
have been established by or pursuant to a Board Resolution or by an indenture
supplemental hereto, as permitted by Sections 2.1 and 3.1 and in conformity
with the provisions of this Indenture;


 


(iii)          that such Securities, together with
the coupons, if any, appertaining thereto, when authenticated and delivered by
the Trustee and issued by the Corporation in the manner and subject to any
customary conditions specified in such Opinion of Counsel, shall constitute
valid and legally binding obligations of the Corporation entitled to the
benefits provided by the Indenture, enforceable in accordance with their
respective terms, except to the extent that the enforcement of such obligations
may be subject to bankruptcy laws or insolvency laws or other similar laws,
general principles of equity and such other qualifications as such counsel
shall conclude are customary or do not materially affect the rights of the
Holders of such Securities;


 


18

















 


(iv)          that all laws and requirements in
respect of the execution and delivery of the Securities have been complied
with; and


 


(v)           such other matters as the Trustee may
reasonably request.


 


With respect
to Securities of a subseries of a medium-term note program, the Trustee may
conclusively rely on the documents and opinion delivered pursuant to Sections
2.1 and 3.1 and this Section 3.3, as applicable (unless revoked by
superseding comparable documents or opinions), with respect to the
establishment of the medium-term note program as to the authorization of the
Board of Directors of the Corporation of any Securities delivered hereunder,
the form thereof and the legality, validity, binding effect and enforceability
thereof.


 


Notwithstanding
the provisions of Section 3.1 and of the preceding two paragraphs, if not
all the Securities of any series are to be issued at one time, it shall not be
necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1
or the documents otherwise required pursuant to the preceding clauses (a), (b) or
(c) prior to or at the time of issuance of each Security, but such documents
shall be delivered prior to or at the time of issuance of the first Security of
such series and shall pertain to all of the Securities of such series.  After any such first delivery, any separate
Request by the Corporation that the Trustee authenticate Securities of such
series for original issue shall be deemed to be a certification by the Corporation
that all conditions precedent provided for in this Indenture relating to
authentication and delivery of such Securities continue to have been complied
with.


 


If such forms
or terms have been so established by or pursuant to a Board Resolution or by an
indenture supplemental hereto as permitted by Sections 2.1 and 3.1, the Trustee
shall have the right to decline to authenticate and deliver any Securities of
such series:


 


(x)            if the Trustee,
being advised by counsel, determines that such action may not lawfully be
taken;


 


(y)           if the Trustee in
good faith by its board of directors, executive committee or a committee of
directors or Responsible Officers of the Trustee in good faith determines that
such action would expose the Trustee to personal liability to Holders of any
Outstanding series of Securities; or


 


(z)            if the issue of
such Securities pursuant to this Indenture shall affect the Trustee’s own
rights, duties and immunities under the Securities and this Indenture or
otherwise in a manner which is not acceptable to the Trustee.


 


If the
Corporation shall establish pursuant to Section 3.1 that the Securities of
a series are to be issued in whole or in part in the form of one or more Global
Securities, then the Corporation shall execute and the Trustee shall, in
accordance with this Section and the Order of the Corporation with respect to
such series, authenticate and deliver one or more Global Securities in
permanent form that (A) shall represent and shall be denominated in an
amount equal to the aggregate principal amount of the Outstanding Securities of
such series to be represented by such Global Security or Securities, (B) shall
be registered, if in registered form, in the name of the Depositary for such
Global Security or Securities or the nominee of such 


 


19

















 


Depositary, (C) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary’s instruction and (D) shall bear
a legend as required by Section 2.4.


 


Each
Registered Security shall be dated the date of its authentication.  Each Global Security, each Bearer Security
and any temporary Bearer Security in global form shall be dated as of the date
specified as contemplated by Section 3.1.


 


No Security or
related 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 and is entitled to
the benefits of this Indenture.  Except
as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and
deliver any Bearer Security unless all appurtenant coupons for interest then
matured and paid or payment duly provided for have been detached and canceled.


 


Section 3.4  Temporary Securities.  Pending the preparation of definitive
Securities of any series, the Corporation may execute, and upon an Order of the
Corporation 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 registered form or,
if authorized, in bearer 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 (but which do not affect the rights or duties of
the Trustee).  In the case of Bearer
Securities of any series, such temporary Securities may be in global form,
representing all of the outstanding Bearer Securities of such series.


 


Except in the
case of temporary Securities in global form, which shall be exchanged in
accordance with the provisions thereof, if temporary Securities of any series
are issued, the Corporation shall 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 Corporation in a Place of Payment for that series,
without charge to the Holder.  Upon
surrender for cancellation of any one or more temporary Securities of any
series (accompanied by any unmatured coupons appertaining thereto), the
Corporation shall execute and the Trustee shall authenticate and deliver in
exchange therefor (at an office or agency of the Corporation in the case of
Bearer Securities) a like principal amount of definitive Securities of the same
series of authorized denominations and of like tenor; provided, that no definitive Bearer
Security shall be delivered in exchange for a temporary Registered Security;
and provided further, that no
definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security unless the Trustee shall have received from the Person entitled
to receive the definitive Bearer Security a certificate in the form required by
Section 3.11.  Until so exchanged,
the temporary Securities of any series, including temporary Securities in
global form, shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.


 


20














 


Section 3.5  Registration, Registration of Transfer and
Exchange.  The
Corporation shall cause to be kept at one of its offices or agencies designated
pursuant to Section 10.2 a register (referred to as the “Security Register”) in which, subject to
such regulations as it may prescribe, the Corporation shall provide for the
registration of Registered Securities of each series and of transfers and
exchanges of Registered Securities of such series.  Said office or agency is hereby appointed the
security registrar (referred to as the “Security
Registrar”) for the purpose of registering Registered Securities of
each series and transfers and exchanges of Registered Securities of such series
as herein provided.


 


Upon surrender
for registration of transfer of any Registered Security of any series at the
office or agency in a Place of Payment maintained for such purpose for such
series, the Corporation 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, Stated Maturity and original
issue date, of any authorized denominations and of like tenor and aggregate
principal amount.


 


At the option
of the Holder, Registered Securities of any series (except a Global Security
representing all or a portion of such series) may be exchanged for Registered
Securities of the same series, Stated Maturity and original issue date, of any
authorized denominations and of like tenor and aggregate principal amount, upon
surrender of the Securities to be exchanged at any such office or agency.


 


At the option
of the Holder, Bearer Securities of any series may be exchanged for Registered
Securities of the same series, Stated Maturity and original issue date, of any
authorized denominations and of like tenor and aggregate principal amount, 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 Corporation
and the Trustee in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by
the Corporation 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 surrenders 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,
that except as otherwise provided in Section 10.2, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency 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 after the close of
business at such office or agency on (1) any Regular Record Date and
before the opening of business at such office or agency on the relevant
Interest Payment Date, or (2) any Special Record Date and before the
opening of business at such office or agency on the related date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date or proposed date of payment, as
the case may be.


 


21

















 


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


 


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


 


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


 


No service
charge shall be made for any registration of transfer or exchange of
Securities, but the Corporation 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 3.4, 9.6 or 11.7 not involving any transfer.


 


The
Corporation shall not be required (a) to issue, to register the transfer
of or to exchange Securities of any series during a period of 15 Business Days
immediately preceding the date notice is given identifying the serial numbers
of the Securities of that series called for redemption, or (b) to issue,
to register the transfer of or to 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 (c) 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, provided,
that such Registered Security shall be immediately surrendered for redemption
with written instruction for payment consistent with the provisions of this
Indenture.


 


Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 3.1,
any Global Security shall be exchangeable pursuant to this Section 3.5 or
Sections 3.4, 3.6, 9.6 or 11.7 for Securities registered in the name of, and a
transfer of a Global Security of any series may be registered to, any Person
other than the Depositary for such Global Security or its nominee only if:


 


(i)                                     such
Depositary notifies the Corporation that it is unwilling or unable to continue
as Depositary for such Global Security, or such Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, and a successor Depositary is not appointed by the Corporation within
90 days;


 


(ii)                                  the
Corporation executes and delivers to the Trustee an Order of the Corporation
that such Global Security shall be so exchangeable and the transfer thereof so
registrable; or


 


22

















 


(iii)                               there
shall have occurred and be continuing an Event of Default or an event which,
with the giving of notice or lapse of time, would constitute an Event of
Default with respect to the Securities of such series.


 


Upon the
occurrence in respect of any Global Security of any series of any one or more
of the conditions specified in clauses (i), (ii) or (iii) of the
preceding sentence or such other conditions as may be specified as contemplated
by Section 3.1 for such series, then without unnecessary delay, but in any
event not later than the earliest date on which such interests may be so
exchanged, the Corporation shall deliver to the Trustee definitive Securities
of that series in aggregate principal amount equal to the principal amount of
such Global Security, executed by the Corporation.


 


On or after
the earliest date on which such interests may be so exchanged, such Global
Securities shall be surrendered from time to time by the Depositary and in
accordance with instructions given to the Trustee and the Depositary (which
instructions shall be in writing but need not be contained in or accompanied by
an Officers’ Certificate or be accompanied by an Opinion of Counsel), as shall
be specified in the Order of the Corporation with respect thereto to the
Trustee, as the Corporation’s agent for such purpose, to be exchanged, in whole
or in part, for definitive Securities of the same series without service
charge.  The Trustee shall authenticate
and make available for delivery, in exchange for each portion of such
surrendered Global Security, a like aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such Global Security to be exchanged which (unless the
Securities of the series are not issuable both as Bearer Securities and as
Registered Securities, in which case the definitive Securities exchanged for
the Global Security shall be issuable only in the form in which the Securities
of the series are issuable, as specified as contemplated by Section 3.1)
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, that no such exchanges may occur
during a period beginning at the opening of business 15 Business Days before
any selection of Securities of the series to be redeemed and ending on the
relevant Redemption Date; and provided
further, that (unless otherwise specified as contemplated by Section 3.1)
no Bearer Security delivered in exchange for a portion of a Global Security
shall be mailed or otherwise delivered to any location in the United States.


 


Promptly
following any such exchange in part, such Global Security shall be returned by
the Trustee to the Depositary in accordance with the instructions of the
Corporation referred to above.  If a
Registered Security is issued in exchange for any portion of a Global Security
after the close of business at the office or agency where such exchange occurs
on any Regular Record Date for such Security and before the opening of business
at such office or agency on the next Interest Payment Date, or any Special
Record Date for such Security and before the opening of business at such office
or agency on the related proposed date for payment of interest or Defaulted
Interest, as the case may be, interest shall not be payable on such Interest Payment
Date or proposed date for payment, as the case may be, in respect of such
Registered Security, but shall be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such Global Security is payable in
accordance with the provisions of this Indenture.


 


23

















 


Section 3.6  Mutilated, Destroyed, Lost and Stolen
Securities.  If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee, the Corporation shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same
series, Stated Maturity and original issue date, and of like tenor and
principal amount and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security.


 


If there shall
be delivered to the Corporation and the Trustee (1) evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon and (2) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the
Corporation or the Trustee that such Security or coupon has been acquired by a
bona fide purchaser, the Corporation shall execute and upon its Request the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security or in exchange for the Security to which a destroyed, lost or
stolen coupon appertains (with all appurtenant coupons not destroyed, lost or
stolen), a new Security of the same series, Stated Maturity and original issue
date, and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.


 


In case any
such mutilated, destroyed, lost or stolen Security or coupon has become or is
about to become due and payable, the Corporation in its discretion may, instead
of issuing a new Security, pay such Security or coupon; provided, that payment of principal of
(and premium, if any) and any interest on Bearer Securities shall, except as
otherwise provided in Section 10.2, be payable only at an office or agency
located outside the United States; and provided
further, that with respect to any such coupons, interest represented
thereby (but not any additional amounts payable as provided in Section 10.6),
shall be payable only upon presentation and surrender of the coupons
appertaining thereto.


 


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


 


Every new
Security of any series, 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 destroyed, lost or stolen coupon appertains, shall
constitute an original additional contractual obligation of the Corporation,
whether or not the mutilated, destroyed, lost or stolen Security and its
coupons, if any, or the mutilated, destroyed, lost or stolen coupon shall be at
any time enforceable by anyone, and any such new Security and coupons, if any,
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series and their
coupons, if any, 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.


 


24

















 


Section 3.7  Payment of Interest; Interest Rights Preserved.  Unless otherwise provided as contemplated by Section 3.1
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. 
Interest, if any, on any Bearer Securities shall be paid to Holders of
coupons.  In case a Bearer Security of
any series is surrendered in exchange for a Registered Security of such series
after the close of business (at an office or agency in a Place of Payment for
such series) on any Regular Record Date and before the opening of business (at
such office or agency) on the next succeeding Interest Payment Date, such
Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date and interest shall not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such
Bearer Security, but shall be payable only to the Holder of such coupon when
due in accordance with the provisions of this Indenture.


 


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


 


(a)                                  The
Corporation may elect to make payment of any Defaulted Interest to the Persons
in whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner.  The Corporation
shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Registered Security of such series and the date of
the proposed payment, and at the same time the Corporation 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 provided in this clause.  Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest, which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment.  The
Trustee shall promptly notify the Corporation of such Special Record Date and,
in the name and at the expense of the Corporation, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of
Registered Securities of such series at the address of such Holder as it
appears in the Security Register, not less than 10 days prior to such Special
Record Date.  The Trustee may, in its
discretion, in the name and at the expense of the Corporation, cause a similar
notice to be published at least once in an Authorized Newspaper in each Place
of Payment, but such publication shall not be a condition precedent to the
establishment of such Special Record Date. 
Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Registered Securities of such
series (or their respective Predecessor Securities) are registered at the close
of business on such Special Record Date and shall no longer be payable pursuant
to the


 


25

















 


following clause (b). 
In case a Bearer Security of any series is surrendered at the office or
agency in a Place of Payment for such series in exchange for a Registered
Security of such series after the close of business at such office or agency on
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the coupon relating to such
proposed date of payment and Defaulted Interest shall not be payable on such
proposed date of payment in respect of the Registered Security issued in
exchange for such Bearer Security, but shall be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.


 


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


 


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


 


Section 3.8  Persons Deemed Owners.  Prior to due presentment of a Registered
Security for registration of transfer, the Corporation, the Trustee and any
agent of the Corporation or the Trustee may deem and treat the Person in whose
name such Registered Security is registered as the absolute owner of such
Registered Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Section 3.7) interest, if any, on such
Security and for all other purposes whatsoever, whether or not such Security is
overdue, and neither the Corporation, the Trustee nor any agent of the
Corporation or the Trustee shall be affected by any notice to the contrary.


 


The
Corporation, the Trustee and any agent of the Corporation 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 whatsoever, whether or
not such Security or coupon is overdue, and neither the Corporation, the
Trustee nor any agent of the Corporation or the Trustee shall be affected by
notice to the contrary.


 


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


 


26

















 


Section 3.9  Cancellation.  All Securities and coupons surrendered for
payment, redemption, registration of transfer or exchange or for credit against
any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly canceled by the
Trustee.  The Corporation may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Corporation 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 destroyed and certification of their destruction delivered
to the Corporation, unless an Order of the Corporation shall direct that
canceled Securities be returned to the Corporation.


 


The repayment
of any principal amount of Securities pursuant to any option of the Holder to
require repayment of Securities before their Stated Maturity, for purposes of
this Section 3.9, shall not operate as a payment, redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the Corporation, at its option, shall deliver or surrender the same to
the Trustee with an Order of the Corporation directing that such Securities be
canceled.


 


Section 3.10  Computation of Interest.  Except as otherwise specified as contemplated
by Section 3.1(d) for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.


 


Section 3.11  Form of Certification by a Person
Entitled to Receive a Bearer Security.  Whenever any provision of this Indenture or
the form of Security contemplates that certification be given by a Person
entitled to receive a Bearer Security, such certification shall be provided
substantially in the form of the following certificate, with only such changes
as shall be approved by the Corporation and of which the Corporation shall have
given written notice to the Trustee:


 


[Form of
Certificate to Be Given By


Person
Entitled to Receive Bearer Security]


 


Certificate


 


[Name of
Security]


 


This is to
certify that the above-captioned Security is 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, if a beneficial interest in the Security is being acquired
by a United States person, that such person is a financial institution or is
acquiring through a financial institution and that the Security is held by a
financial institution that has agreed in writing to comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder and that such person or
financial institution is not purchasing for offer to resell or for resale
within the United States.  If this certificate
is being provided by a clearing organization, it is based on statements
provided to it by its member organizations. 
As used herein, “United States” means the United States of America
(including the States and the District of Columbia),


 


27

















 


its territories and possessions and other areas subject to its
jurisdiction, and “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
and any estate or trust the income of which is subject to United States federal
income taxation regardless of its source. 
If the undersigned is a dealer, the undersigned agrees to obtain a
similar certificate from each person entitled to delivery of any of the
above-captioned Securities in bearer form purchased from it; provided, that if the undersigned has
actual knowledge that the information contained in such a certificate is false,
the undersigned shall not deliver a Security in temporary or definitive bearer
form to the person who signed such certificate notwithstanding the delivery of
such certificate to the undersigned.


 


We undertake
to advise you by telecopy if the above statement as to beneficial ownership is
not correct on the date of delivery of the above-captioned Securities in bearer
form as to all of such Securities.


 


We understand
that this certificate is 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:                     ,
20


 


Section 3.12  CUSIP, ISIN and Common Code Numbers.  The Corporation in issuing the Securities may
use “CUSIP,” “ISIN” or “Common Code” numbers (if then generally in use) and, if
so, the Trustee shall use “CUSIP” numbers, “ISIN” or “Common Code” in notices
of redemption as a convenience to Holders; provided,
however, that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.


 


ARTICLE FOUR


 


Satisfaction and Discharge


 


Section 4.1  Satisfaction and Discharge of Indenture.  This Indenture shall upon a Request of the
Corporation cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange or conversion of Securities herein
expressly provided for, and any right to receive additional amounts, as
provided in Section 10.6), and the Trustee, at the expense of the
Corporation, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when:


 


(a)                                  either


 


(i)                                     all
Securities theretofore authenticated and delivered and all coupons appertaining
thereto (other than (w) coupons appertaining to Bearer Securities
surrendered for exchange for Registered Securities and maturing after such exchange,


 


28

















 


whose surrender is not required or has been waived as
provided in Section 3.5, (x) Securities and coupons which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6,
(y) coupons appertaining to Securities called for redemption and maturing
after the relevant Redemption Date, whose surrender has been waived as provided
in Section 11.6, and (z) Securities and coupons for whose payment
money has theretofore been deposited in trust or segregated and held in trust
by the Corporation and thereafter repaid to the Corporation or discharged from
such trust, as provided in Section 10.3) have been delivered to the
Trustee for cancellation; or


 


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


 


(1)                                  have
become due and payable, or


 


(2)                                  shall
become due and payable at their Stated Maturity within one year, or


 


(3)                                  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 Corporation,


 


and the Corporation, in the case of (ii)(1), (2) or
(3) above, has deposited or caused to be deposited with the Trustee as trust
funds in trust dedicated solely for such purpose an amount sufficient, without
reinvestment, to pay and discharge the entire indebtedness on such Securities
and coupons not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest, if any, to the date of such
deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;


 


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


 


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


 


In the event
there are Securities of two or more series hereunder, the Trustee shall be
required to execute an instrument acknowledging satisfaction and discharge of
this Indenture only if requested to do so with respect to Securities of all
series as to which it is Trustee and if the other conditions thereto are
met.  In the event there are two or more
Trustees hereunder, then the effectiveness of any such instrument shall be
conditioned upon receipt of such instruments from all Trustees hereunder.


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Corporation to the Trustee under Section 6.7, the obligations of the
Trustee to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of
this Section, the obligations of the Trustee under Sections 3.5, 3.6, 4.2, 10.2
and 10.3 shall survive.


 


29














 


Section 4.2  Application of Trust Money.  Subject to the provision of the last
paragraph of Section 10.3, all money deposited with the Trustee pursuant
to Section 4.1 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Corporation
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee, but such money need not
be segregated from other funds, except to the extent required by law.


 


ARTICLE FIVE



Remedies


 


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


 


(a)                                  the
Corporation defaults in the payment of any interest (including any additional
amounts due under Section 10.6 as specified therein) upon any Security of
that series when it becomes due and payable and continuance of such default for
a period of 30 days; or


 


(b)                                 the
Corporation defaults in the payment of the principal (including any additional
amounts due under Section 10.6 as specified therein) of (or premium, if
any, on) any Security of that series at its Maturity; or


 


(c)                                  the
Corporation defaults in the deposit of any sinking fund payment when and as due
by the terms of a Security of that series; or


 


(d)                                 the
Corporation defaults in the performance or breach of any covenant or warranty
of the Corporation in this Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in or pursuant to this
Indenture solely for the benefit of one or more series of Securities other than
that series), and continuance of such default or breach for a period of 60 days
after there has been given, by registered or certified mail, to the Corporation
by the Trustee, or to the Corporation 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


 


(e)                                  the
entry by a court having jurisdiction in the premises of (i) a decree or
order for relief in respect of the Corporation in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or (ii) a decree or order adjudging
the Corporation bankrupt or insolvent, or approving as properly filed a
petition by one or more Persons other than the Corporation or any Affiliates
thereof seeking reorganization, arrangement, adjustment or composition of or in
respect of the Corporation under any applicable federal or state law, or
appointing a custodian, receiver, liquidator, assignee, 


 


30

















 


trustee, sequestrator or other similar official for
the Corporation or for any substantial part of the property of the Corporation,
or ordering the liquidation or winding up of the affairs of the Corporation,
and the continuance of any such decree or order for relief or any such other
decree or order unstayed and in effect for a period of 90 consecutive days; or


 


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


 


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


 


Section 5.2  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 Corporation (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 written notice to the Corporation and the Trustee, may rescind
and annul such declaration and its consequences if:


 


(a)                                  the
Corporation has paid or deposited with the Trustee a sum sufficient to pay:


 


(i)                                     all
overdue interest on all Securities of that series;


 


(ii)                                  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, if any, prescribed therefor in such Securities;


 


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


 


31

















 


(iv)                              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 any other amounts due to the Trustee under Section 6.7;


 


and


 


(b)                                 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 has become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.13.


 


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


 


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


 


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


 


(b)                                 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 a period of
three Business Days,


 


the
Corporation shall, upon demand of the Trustee, pay to it, 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 (and premium, if any) and
interest, if any, with interest on any overdue principal (and premium, if any)
and on any overdue interest, to the extent that payment of such interest shall
be legally enforceable, at the rate or rates prescribed therefor in such
Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due to the Trustee under Section 6.7.


 


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


 


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


 


32

















 


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


 


(a)                                  to
file and prove a  claim for the whole
amount of principal (and premium, if any) and interest owing and unpaid in
respect of the Securities and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due to the
Trustee under Section 6.7) and of the Holders of Securities and coupons
allowed in such judicial proceeding; and


 


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


 


and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder 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 it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.7.


 


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


 


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


 


Section 5.6  Application of Money Collected.  Any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (or premium, if any) or interest, if any, upon
presentation of the Securities or coupons, or both, as


 


33

















 


the case may be, and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST: 
To the payment of all amounts due the Trustee under Section 6.7;
and


 


SECOND: 
To the payment of all Senior Indebtedness of the Company if and to the
extent required by Article Fifteen; and


 


THIRD: 
To the payment of the amounts then due and unpaid for principal of (and
premium, if any) and interest, if any, on the Securities and coupons 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 and coupons for principal (and premium, if any) and
interest, respectively; and


 


FOURTH: 
To the Corporation.


 


Section 5.7  Limitation on Suits.  No Holder of any Security of any series or
any related coupons shall have any right to institute any proceeding, judicial
or otherwise with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless:


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 5.8  Unconditional Right of Holders to Receive
Principal, Premium and Interest.  Notwithstanding any
other provision in this Indenture, the Holder of any Security or coupon shall
have the right, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and (subject to Section 3.7) interest,
if any, on such Security


 


34

















 


or payment of such coupon on the Stated Maturity or
Maturities expressed in such Security or coupon (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.


 


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


 


Section 5.10  Rights and Remedies Cumulative.  Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
or coupons in the last paragraph of Section 3.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities or
coupons is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy hereunder, or
otherwise shall, not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


 


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


 


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


 


(a)                                  such
direction shall not be in conflict with any rule of law or with this
Indenture, expose the Trustee to personal liability or be unduly prejudicial to
Holders not joined therein; and


 


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


 


Section 5.13  Waiver of Past Defaults.  The Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all


 


35

















 


the Securities of such series and any related coupons
waive any past default hereunder with respect to such series and its
consequences, except a default:


 


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


 


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


 


Section 5.14  Undertaking for Costs.  All parties to this Indenture agree, and each
Holder of any Security or coupon by such Holder’s acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Holder of any Security or coupon for the enforcement of the
payment of the principal of (or premium, if any) or interest, if any, on any
Security or the payment of any coupon on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).


 


Section 5.15  Waiver of Stay or Extension Laws.  The Corporation covenants (to the extent that
it may lawfully do so) that it shall not at any time insist upon, or plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force which may
affect the covenants or the performance of this Indenture; and the Corporation (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it shall not hinder, delay or
impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law had
been enacted.


 


ARTICLE SIX


 


The Trustee


 


Section 6.1 
Certain Duties and Responsibilities.


 


(a)                                  Except
during the continuance of an Event of Default with respect to Securities of any
series:


 


36

















 


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


 


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


 


(b)                                 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.


 


(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:


 


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


 


(ii)                                  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;


 


(iii)                               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


 


(iv)                              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.


 


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Section 6.2  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, in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, notice of all such defaults hereunder known to the
Trustee, unless such default shall have been cured or waived; provided, that except in the case of a
default in the payment of the principal of (or premium, if any) or interest, if
any, on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a committee of directors or Responsible Officers of
the Trustee in good faith determine that the withholding of such notice is in
the interest of the Holders of Securities of such series; and provided further, that in the case of any
default of the character specified in Section 5.1(d) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 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 Securities of such series.


 


Section 6.3  Certain Rights of Trustee.  Subject to Sections 315(a) through 315(d) of
the Trust Indenture Act:


 


(a)                                  the
Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, coupon,
other evidence of indebtedness 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 Corporation mentioned herein shall be sufficiently
evidenced by a Request or Order and any resolution of the Board of Directors of
the Corporation shall 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 advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;


 


(e)                                  the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the
Holders of Securities of any series 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, note, coupon,
other evidence of indebtedness


 


38

















 


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 Corporation personally or by agent or attorney;


 


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


 


(h)                                 the
Trustee shall not be charged with knowledge of any Event of Default with
respect to the Securities of any series for which it is acting as Trustee
unless either (i) a Responsible Officer of the Trustee assigned to its
Corporate Trust Services unit (or any successor division or department of the
Trustee) shall have actual knowledge of the Event of Default or (ii) written
notice of such Event of Default shall have been given to the Trustee by the
Corporation, any other obligor on such Securities or by any Holder of such
Securities.


 


Section 6.4  Not Responsible for Recitals or Issuance of
Securities.  The
recitals contained herein and in the Securities (except the Trustee’s
certificates of authentication) and in any coupons shall be taken as the
statements of the Corporation, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities or coupons,
except that the Trustee represents that it is duly authorized to execute and
deliver this Indenture, authenticate the Securities and perform its obligations
hereunder and that the statements made by it in a Statement of Eligibility on Form T-1
supplied to the Corporation are true and accurate, subject to the
qualifications set forth therein.  The
Trustee or any Authenticating Agent shall not be accountable for the use or
application by the Corporation of Securities or the proceeds thereof.


 


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


 


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


 


Section 6.7  Compensation and Reimbursement. 
The Corporation agrees:


 


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


 


(b)                                 except
as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by


 


39

















 


the Trustee in accordance
with any provision of this Indenture (including the reasonable compensation and
the expenses and disbursements of its agents and counsel and any Authenticating
Agent), except any such expense, disbursement or advance as may be attributable
to its negligence, willful misconduct or bad faith; and


 


(c)                                  to
indemnify, defend and hold harmless the Trustee and its directors, employees,
Affiliates and agents (“indemnitees”) for, and to hold them harmless against,
any loss, liability or expense (including the fees and expenses of counsel)
arising out of or incurred in connection with (i) the acceptance or
administration of the trust or trusts hereunder, except to the extent with
respect to any indemnitee that such loss, liability or expense was due to such
indemnitee’s negligence, willful misconduct or bad faith, and (ii) any
action taken, suffered or omitted upon the Order of the Corporation.


 


As security
for the performance of the obligations of the Corporation 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, premium, if any, or interest, if any, on
particular Securities.  The obligations
of the Corporation under this Section shall survive the discharge of this
Indenture and the succession of the Trustee hereunder.


 


Section 6.8  Disqualification; Conflicting Interests.  If at any time the Trustee fails to comply
with the obligations imposed upon it by the provisions of Section 310(b) of
the Trust Indenture Act with respect to Securities of any series after written
request therefor by the Corporation or by any Holder of a Security of such
series who has been a bona fide Holder of a Security of such series for at
least six months then, (1) the Corporation, by or pursuant to a Board
Resolution, may remove the Trustee with respect to all Securities or the
Securities of such series, or (2) subject to Section 315(e) of
the Trust Indenture Act, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of such Holder
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee with respect to all Securities of such series
and the appointment of a successor Trustee or Trustees.  The Trustee shall comply with the terms of Section 310(b) of
the Trust Indenture Act.


 


Section 6.9  Corporate Trustee Required; Eligibility.  There shall at all times be a Trustee
hereunder that is a Person 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, or any other
Person permitted by the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act and that has a combined
capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000, is subject to supervision or
examination by federal, state or District of Columbia authority and is not
otherwise ineligible under Section 310(a)(5) of the Trust Indenture
Act.  If such Person 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 Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.  If at any time the Trustee
ceases to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter
specified in this Article.


 


40














 


Section 6.10  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 6.11.


 


(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 Corporation.  If the instrument of acceptance by a successor
Trustee required by Section 6.11 is not delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


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


 


(d)                                 If
at any time:


 


(1)                                  the
Trustee fails to comply with Section 6.8 after written request therefor by
the Corporation or by any Holder of a Security who has been a bona fide Holder
of a Security for at least six months; or


 


(2)                                  the
Trustee ceases to be eligible under Section 6.9 and fails to resign after
written request therefor by the Corporation or by any such Holder; or


 


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


 


then, in any
such case, (i) the Corporation by Board Resolution may remove the Trustee
with respect to all Securities, or (ii) subject to Section 315(e) of
the Trust Indenture Act, any Holder of a Security who has been a bona fide
Holder of a Security for at least six months may, on behalf of such Holder and
all other similarly situated Holders, 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 resigns, is removed or becomes incapable of acting, or if a vacancy
occurs in the office of Trustee for any cause, with respect to the Securities
of one or more series, the Corporation, by a Board Resolution, shall promptly
appoint a successor Trustee or Trustees with respect to the Securities of that or
those series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11.  If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series is appointed by Act of the Holders


 


41

















 


of a majority in principal amount of the Outstanding
Securities of such series delivered to the Corporation and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 6.11, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee
appointed by the Corporation.  If no
successor Trustee with respect to the Securities of any series is so appointed
by the Corporation or the Holders of Securities and accepts appointment in the
manner required by Section 6.11, any Holder of a Security who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of such Holder 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.


 


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


 


Section 6.11  Acceptance of Appointment by Successor.


 


(a)                                  In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Corporation and to the retiring Trustee an
instrument accepting such appointment. 
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 Corporation 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; provided,
that such property and money shall continue to be subject to any lien in favor
of the retiring Trustee provided for in Section 6.7.


 


(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 Corporation, 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


 


42

















 


those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Corporation 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, subject nevertheless to its lien provided for in Section 6.7,
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 Corporation 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 6.12  Merger, Conversion, Consolidation or
Succession to Business. 
Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, if such Person is
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto.  In case any Securities shall
have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities.


 


Section 6.13  Preferential Collection of Claims Against
Corporation.  If
and when the Trustee is or becomes a creditor of the Corporation (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
Section 311 and any other provision of the Trust Indenture Act regarding
the collection of claims against the Corporation (or any such other obligor),
as the case may be.


 


Section 6.14  Appointment of Authenticating Agent.  At any time when any of the Securities remain
Outstanding, 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
exchange, registration of transfer or


 


43

















 


partial redemption thereof or pursuant to Section 3.6,
and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. 
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 Corporation and shall at all times be a corporation
organized and doing business under the laws of the United States of America,
any state thereof or the District of Columbia, authorized under such laws to
act as Authenticating Agent, having a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of not
less than $50,000,000 and subject to supervision or examination by federal,
state or District of Columbia 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 an Authenticating Agent ceases
to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


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


 


An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Corporation.  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
Corporation.  Upon receiving such a
notice of resignation or upon such termination, or in case at any time such
Authenticating Agent ceases to be eligible in accordance with the provisions of
this Section, the Trustee may appoint a successor Authenticating Agent which shall
be acceptable to the Corporation and shall (1) mail written notice of such
appointment by first-class mail, postage prepaid, to all Holders of Registered
Securities, if any, of the series with respect to which such Authenticating
Agent shall serve, as their names and addresses appear in the Security
Register, and (2) if Securities of the series are issuable as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. 
No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.


 


The provisions
of Sections 3.8, 6.4 and 6.5 shall be applicable to each Authenticating Agent.


 


44

















 


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 alternate certificate of
authentication in the following form:


 


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


 


	
   

  	
  U.S. Bank National Association

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  As Authenticating
  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


ARTICLE SEVEN


 


Holders’ Lists and Reports by Trustee and Corporation


 


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


 


(a)                                  semi-annually,
not later than June 1 and December 1, in each year, a list, in such
form as the Trustee may reasonably require, containing all the information in
the possession or control of the Corporation, or any of its Paying Agents other
than the Trustee, as to the names and addresses of the Holders of Securities as
of the preceding May 15 or November 15, as the case may be, and


 


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


 


provided, that no such list need be furnished
if the Trustee is the Security Registrar.


 


Section 7.2 
Preservation of Information; Communications to Holders.


 


(a)                                  The
Trustee shall comply with the obligations imposed upon it pursuant to Section 312
of the Trust Indenture Act.


 


(b)                                 Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Corporation and the Trustee that neither the Corporation nor the Trustee
nor any agent of any of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
of Securities in accordance with Section 312 of the Trust Indenture Act,
regardless of the source from which such information


 


45

















 


was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under Section 312
of the Trust Indenture Act.


 


Section 7.3 
Reports by Trustee.


 


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


 


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


 


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


 


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


 


(a)                                  file
with the Trustee, within 15 days after the Corporation 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 Corporation may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended; or, if the Corporation is not required to
file information, documents or reports pursuant to either of said sections,
then it shall file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, in 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;


 


(b)                                 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
Corporation with the conditions and covenants of this Indenture as may be
required from time to time by such rules and regulations; and


 


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


 


46

















 


ARTICLE EIGHT


 


Consolidation, Merger, Conveyance, Transfer or Lease


 


Section 8.1  Corporation May Consolidate, Etc., Only
on Certain Terms. 
The Corporation shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, unless:


 


(a)                                  the
Person formed by any such consolidation or into which it is merged or the
Person which acquires by conveyance or transfer, or which leases, its
properties and assets substantially as an entirety shall be organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia and shall expressly assume the due and punctual
payment of the principal of (and premium, if any) and interest, if any, on all
the Securities and the performance of every covenant of this Indenture to be performed
or observed on the part of the Corporation;


 


(b)                                 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


 


(c)                                  the
Corporation has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, conveyance,
transfer or lease complies with this Section 8.1 and that all conditions
precedent herein provided for relating to such transaction have been complied
with.


 


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


 


ARTICLE NINE


 


Supplemental Indentures


 


Section 9.1  Supplemental Indentures without Consent of
Holders.  Without
the consent of any Holders of Securities or coupons, the Corporation, 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 one or more of the following purposes
only:


 


(a)                                  to
evidence the succession of another corporation to the Corporation and the
assumption by any such successor of the covenants of the Corporation herein and
in the Securities and coupons; or


 


47

















 


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


 


(c)                                  to
add any additional Events of Default; or


 


(d)                                 to
add to or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal (or premium, if any) on Registered
Securities or of principal (or premium, if any) or any interest on Bearer
Securities, to permit Registered Securities to be exchanged for Bearer
Securities or to permit the issuance of Securities in uncertificated form; provided, that any such action shall not
adversely affect the interests of the Holders of Securities of any series or
any related coupons in any material respect; or


 


(e)                                  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 entitled to the benefit of such provision; or


 


(f)                                    to
secure the Securities; or


 


(g)                                 to
establish the form or terms of Securities of any series and any related coupons
as permitted by Sections 2.1 and 3.1; or


 


(h)                                 to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series, to contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to
the Securities of any series as to which the predecessor Trustee is not
retiring shall continue to be vested in the predecessor Trustee, 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 6.11(b); or


 


(i)                                     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, that such change shall not be
inconsistent with the provisions of this Indenture and shall not adversely affect
the interests of the Holders of Securities of any series or any related coupons
in any material respect; or


 


(j)                                     to
conform this Indenture to any amendments to the Trust Indenture Act.


 


Section 9.2  Supplemental Indentures with Consent of
Holders.  With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Corporation and the Trustee, the
Corporation, when authorized by a Board Resolution, and the Trustee may enter
into an indenture or indentures supplemental hereto for the


 


48

















 


purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or modifying in
any manner the rights of the Holders of Securities of such series and any
related coupons under this Indenture; provided,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security or coupon affected thereby:


 


(a)                                  change
the Stated Maturity of the principal of, or of any installment of principal of
or interest on, any Security, or reduce the principal amount thereof or the
rate of interest thereon or any premium payable upon the redemption thereof, or
change the method of calculating the rate of interest thereon, or change any
obligation of the Corporation to pay additional amounts pursuant to Section 10.6
(except as contemplated by Section 8.1(a) and permitted by Section 9.1(a)),
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 5.2, or change any Place of Payment
in the United States where, or the currency in which, any Security or any
premium or 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);


 


(b)                                 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 certain defaults hereunder and  their consequences) provided for in this
Indenture, or reduce the requirements of Section 13.4 for quorum or
voting;


 


(c)                                  change
any obligation of the Corporation to maintain an office or agency in each Place
of Payment, or any obligation of the Corporation to maintain an office or
agency outside the United States pursuant to Section 10.2;


 


(d)                                 modify
any of the provisions of this Section, Section 5.13 or Section 10.5,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby; provided, that this clause shall not be
deemed to require the consent of any Holder of a Security or coupon with
respect to changes in the references to “the Trustee” and concomitant changes
in this Section and Section 10.4, or the deletion of this proviso, in
accordance with the requirements of Sections 6.11(b) and 9.1(h).


 


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 of Securities under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.


 


49

















 


The
Corporation shall have the right to set a record date for the solicitation of
any consents under this Article Nine, which record date shall be set in
accordance with Section 1.4.


 


Section 9.3  Execution of Supplemental Indentures.  In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or
the modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to Section 315 of the Trust
Indenture Act) 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
which affects the Trustee’s own rights, duties, immunities or liabilities under
this Indenture or otherwise.


 


Section 9.4  Effect of Supplemental Indentures.  Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder and of any coupons appertaining thereto
shall be bound thereby.


 


Section 9.5  Conformity with Trust Indenture Act.  Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust
Indenture Act as then in effect.


 


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


 


ARTICLE TEN


 


Covenants


 


Section 10.1  Payment of Principal, Premium and
Interest.  The
Corporation covenants and agrees for the benefit of each series of Securities
that it shall duly and punctually pay the principal of (and premium, if any)
and interest (including any Additional Interest), if any, on the Securities of
that series in accordance with the terms of such Securities and this Indenture.


 


Section 10.2  Maintenance of Office or Agency.  The Corporation shall
maintain in each Place of Payment for any series of Securities 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 Corporation
in respect of the Securities of that series and this Indenture may be
served.  The Corporation initially
appoints the Trustee, acting through its Corporate Trust Office, as its agent
for said purposes.  The Corporation shall
give prompt written notice to the Trustee of any change


 


50

















 


in the location of any such office or agency.  If at any time the Corporation fails to
maintain such office or agency or fails to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Corporation hereby
appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


 


The
Corporation may also from time to time designate one or more other offices or
agencies where the Securities may be presented or surrendered for any or all of
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
Corporation of its obligation to maintain an office or agency in each Place of
Payment for Securities of any series for such purposes. The Corporation shall
give prompt written notice to the Trustee of any such designation and any
change in the location of any such office or agency.


 


Section 10.3  Money for Securities Payments to be Held in
Trust.  If the
Corporation at any time acts as its own Paying Agent with respect to any series
of Securities, it shall, on or before each due date of the principal of (and
premium, if any) or interest (including any Additional Interest) on any of the
Securities of such 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 (including any Additional Interest), if any, so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as
herein provided, and shall promptly notify the Trustee of its failure so to
act.


 


Whenever the
Corporation shall have one or more Paying Agents, it shall, prior to 10:00 a.m.,
New York City time, on each due date of the principal of (or premium, if any)
or interest (including any Additional Interest), if any, on any Securities,
deposit with a Paying Agent a sum sufficient to pay the principal (and premium,
if any) or interest (including any Additional Interest), if any, so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal (and premium, if any) or interest (including any Additional
Interest), if any, and if the Corporation fails to make such deposit (unless
such Paying Agent is the Trustee) the Corporation shall promptly notify the
Trustee of its failure so to act.


 


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


 


(a)                                  hold
all sums held by it for the payment of the principal of (and premium, if any)
or interest (including any Additional Interest), if any, on the Securities of a
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;


 


(b)                                 give
the Trustee notice of any default by the Corporation (or any other obligor upon
such Securities) in the making of any payment of principal (and premium, if
any) or interest (including any Additional Interest), if any,  in respect of any Security of any series;


 


51














 


(c)           at any time during the continuance of
any default with respect to a series of Securities, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent with respect to such series; and


 


(d)           comply with the provisions of the
Trust Indenture Act applicable to it as a Paying Agent.


 


The
Corporation may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by an Order of
the Corporation direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Corporation 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
Corporation 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 Corporation
in trust for the payment of the principal of (and premium, if any) or interest
(including any Additional Interest), if any, on any Security and remaining
unclaimed for two years after such principal (and premium, if any) or interest
(including any Additional Interest), if any, has become due and payable shall
(unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) be paid on Request of the Corporation, or
(if then held by the Corporation) shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) be
discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Corporation for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Corporation as trustee thereof,
shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Corporation cause to be published once, in
a newspaper published in the English language, customarily published on each
Business Day and of general circulation in the Borough of Manhattan, The City
of New York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining shall be repaid
to the Corporation.


 


Section 10.4  Statement as to Compliance.  The Corporation shall
deliver to the Trustee, within 120 days after the end of each fiscal year of
the Corporation ending after the date hereof, an Officers’ Certificate covering
the preceding calendar year, stating whether or not to the best knowledge of
the signers thereof the Corporation is in default in the performance,
observance or fulfillment of or compliance with any of the terms, provisions,
covenants and conditions of this Indenture, and if the Corporation is in default,
specifying all such defaults and the nature and status thereof of which they
may have knowledge.  For the purpose of
this Section 10.4, compliance shall be determined without regard to any
grace period or requirement of notice provided pursuant to the terms of this
Indenture.


 


Section 10.5  Waiver of Certain Covenants.  The Corporation may omit in any particular
instance to comply with any covenant or condition provided pursuant to Section 3.1,
9.1(b) or 9.1(g) with respect to the Securities of any series, if
before or after the time for such


 


52

















 


compliance the Holders of at least a majority in
aggregate principal amount of the Outstanding Securities of such series shall,
by Act of such Holders, 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 or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Corporation in respect of any such covenant or condition
shall remain in full force and effect.


 


Section 10.6  Additional Sums.  If the Securities of a series provide for the
payment of additional amounts, the Corporation shall pay to the Holder of any
Security of any series or any coupon appertaining hereto additional amounts
upon the terms and subject to the conditions provided therein.  Whenever in this Indenture there is
mentioned, in any contexts, the payment of the principal of (or premium, if
any) or interest, if any, on, or in respect of, any Security of any series or
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 the terms of such Securities and
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 any additional amounts (if
applicable) in any provisions hereof shall not be construed as excluding
additional amounts in those provisions hereof where 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 shall not bear interest prior
to Maturity, the first day on which a payment of principal (and premium, if
any) is made), and at least 10 days prior to each date of payment of principal
(and premium, if any) or interest if there has been any change with respect to
the matters set forth in the above-mentioned Officers’ Certificate, the
Corporation shall furnish to the Trustee and the Corporation’s principal Paying
Agent or Paying Agents, if other than the Trustee, an Order instructing the
Trustee and such Paying Agent or Paying Agents whether such payment of
principal of (and premium, if any) or interest on the Securities of that series
shall be made to Holders of Securities of that series or the 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 Order shall specify by country the amount, if any, required
to be withheld on such payments to such Holders of Securities or coupons, and the
Corporation shall pay to the Trustee or such Paying Agent the additional
amounts, if any, required by the terms of such Securities and the first
paragraph of this Section.  The
Corporation shall indemnify, defend and hold harmless the Trustee and any Paying
Agent and any director, employee, Affiliate or agent of either (a “Section 10.6 Indemnitee”) against any
loss, liability or expense, including without limitation any penalties and the
fees and expenses of counsel, arising out of or in connection with actions
taken or omitted in reliance on any Order furnished pursuant to this Section,
except to the extent with respect to any Section 10.6 Indemnitee any loss,
liability or expense is due to the negligence, willful misconduct or bad faith
of such Section 10.6 Indemnitee.


 


Section 10.7  Original Issue Discount.  For each year during which any Original Issue
Discount Securities are Outstanding, the Corporation shall furnish to each
Paying Agent in a timely fashion such information as may be reasonably
requested by each Paying Agent in order that each Paying Agent may prepare the
information which it is required to report for such year


 


53

















 


on Internal Revenue Service Forms 1096 and 1099
pursuant to Section 6049 of the Internal Revenue Code of 1986, as amended.
Such information shall include the amount of original issue discount includible
in income for each $1,000 of principal amount at Stated Maturity of outstanding
Securities during such year.


 


ARTICLE ELEVEN


 


Redemption of Securities


 


Section 11.1  Applicability of Article.  Securities of any series that are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms
and (except as otherwise specified as contemplated by Section 3.1 for
Securities of any series) in accordance with this Article.


 


Section 11.2  Election to Redeem; Notice to Trustee.  The election of the Corporation to redeem any
Securities shall be evidenced by a Board Resolution.  In case of any redemption at the election of
the Corporation of all of the Securities of any series, the Corporation shall,
at least 60 days prior to the Redemption Date fixed by the Corporation (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee in
writing of such Redemption Date.  In case
of any redemption at the election of the Corporation of less than all the
Securities of any series, the Corporation shall, at least 60 days prior to the
Redemption Date fixed by the Corporation (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 of such series to be
redeemed.  In the case of any redemption
of Securities (1) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, or (2) pursuant to an election of the Corporation which is
subject to a condition specified in the terms of such Securities, the
Corporation shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with such restriction or condition.


 


Section 11.3  Selection by Trustee of Securities to be
Redeemed.  If less
than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee from the Outstanding Securities of such series
(other than Securities of such series held by the Corporation), not previously
called for redemption, by such method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal to
the minimum authorized denomination for Securities of that series or any
integral multiple thereof) of the principal amount of Securities of such series
of a denomination larger than the minimum authorized denomination for
Securities of that series.  Unless
otherwise provided in the Securities of a series, partial redemptions must be
in an amount not less than $1,000,000 principal amount of Securities.


 


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


 


For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case
of any Securities


 


54

















 


redeemed or to be redeemed only in part, to the portion of the
principal amount of such Securities which has been or is to be redeemed.


 


Section 11.4  Notice of Redemption.  Notice of redemption shall be given in the
manner provided in Section 1.6 to the Holders of Securities to be redeemed
not less than 30 nor more than 60 days prior to the Redemption Date.


 


All notices of
redemption shall state:


 


(a)           the Redemption Date,


 


(b)           the Redemption Price,


 


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


 


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


 


(e)           the place or places where such
Securities, together in the case of Bearer Securities with all coupons
appertaining thereto, if any, maturing after the Redemption Date, are to be
surrendered for payment of the Redemption Price, which shall be the office or
agency maintained by the Corporation in each Place of Payment pursuant to Section 10.2,
and


 


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


 


A notice of
redemption published as contemplated by Section 1.6 need not identify
particular Registered Securities to be redeemed.


 


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


 


Section 11.5  Deposit of Redemption Price.  On or prior to any Redemption Date, the
Corporation shall deposit with the Trustee or with a Paying Agent (or, if the
Corporation is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.3) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date is an Interest Payment
Date) accrued interest, if any, on, all the Securities which are to be redeemed
on that date.


 


Section 11.6  Securities Payable on Redemption Date.  Notice of redemption having been given as
aforesaid, and the conditions, if any, set forth in such notice having been
satisfied, the Securities 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 Corporation defaults in the payment of the
Redemption Price and accrued interest, if any,) such Securities shall cease to
bear interest and the coupons for such interest appertaining to any


 


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Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. 
Upon surrender of any such Security for redemption in accordance with
said notice, together with all coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Corporation at
the Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, that installments
of interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only upon presentation and surrender of
coupons for such interest (at an office or agency located outside the United
States except as otherwise provided in Section 10.2); and provided further, that installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section 3.7.


 


If any Bearer
Security surrendered for redemption is not accompanied by all appurtenant
coupons maturing after the Redemption Date, such Security may be paid after
deducting from the Redemption Price an amount equal to the face amount of all
such missing coupons, or the surrender of such missing coupon or coupons may be
waived by the Corporation 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 surrenders to the Trustee or 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, that interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency located outside of the United States except as otherwise
provided in Section 10.2.


 


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


 


Section 11.7  Securities Redeemed in Part.  Any Security which is to be redeemed only in
part shall be surrendered at a Place of Payment therefor (with, if the
Corporation or the Trustee so requires with respect to any Registered Security,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Corporation and the Trustee duly executed by, the Holder thereof or such
Holder’s attorney duly authorized in writing), and the Corporation shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities of the same
series, Stated Maturity and of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.


 


Except as
otherwise specified as contemplated by Section 3.1, if a Global Security
is so surrendered, the Corporation shall execute, and the Trustee shall
authenticate and deliver to the Depositary in global form, without service
charge, a new Global Security or Securities of the same series, Stated Maturity
and of any authorized denomination as requested by the Depositary, in an
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Global Security so surrendered.


 


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ARTICLE TWELVE


 


Sinking Funds


 


Section 12.1  Applicability of Article.  The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.


 


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


 


Section 12.2  Satisfaction of Sinking Fund Payments with
Securities.  The
Corporation (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption), together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto, and (2) may
apply as a credit Securities of a series which have been redeemed either at the
election of the Corporation pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of such series required
to be made pursuant to the terms of such Securities as provided for by the
terms of such series; provided,
that such Securities have not been previously so credited.  Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.


 


Section 12.3  Redemption of Securities for Sinking Fund.  Not less than 60 days prior to each sinking
fund payment date for any series of Securities, the Corporation shall 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 of that series pursuant to Section 12.2 and
stating the basis for such credit and that such Securities have not previously
been so credited and shall also deliver to the Trustee any Securities to be so
delivered.  Not less than 30 days before
each such sinking fund payment date the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in Section 11.3
and cause notice of the redemption thereof to be given in the name of and at
the expense of the Corporation in the manner provided in Section 11.4.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.6 and 11.7.


 


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ARTICLE THIRTEEN


 


Meetings of Holders of Securities


 


Section 13.1  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 13.2 
Call Notice and Place of Meeting.


 


(a)           The Trustee may at any time call a meeting
of Holders of Securities of any series for any purpose specified in Section 13.1,
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 1.6, not less than 21 nor more
than 180 days prior to the date fixed for the meeting.


 


(b)           In case at any time the Corporation,
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 13.1, 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 Corporation 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 may call such meeting for
such purposes by giving notice thereof as provided in subsection (a) of
this Section.


 


Section 13.3  Persons Entitled to Vote at Meetings.  To be entitled to vote at any meeting of
Holders of Securities of any series, a Person shall be (1) a Holder of one
or more Outstanding Securities of such series, or (2) a Person appointed
by an instrument in writing as proxy for a Holder or Holders of one or more
Outstanding Securities of such series by such Holder or Holders.  The only Persons who shall be entitled to be
present or to speak at any meeting of Holders of Securities of any series shall
be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Corporation and its counsel.


 


Section 13.4  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


 


58

















 


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. 
Except as provided by Section 13.5(d), notice of the reconvening of
any adjourned meeting shall be given as provided in Section 13.2(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.  Notice of the reconvening of an adjourned
meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series which shall
constitute a quorum.


 


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


 


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.


 


Section 13.5 
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 such series in
regard to proof of the holding of Securities of such series and of the
appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate.  Except as otherwise permitted or required by
any such regulations, the holding of Securities shall be proved in the manner
specified in Section 1.4, and the appointment of any proxy shall be proved
in the manner specified in Section 1.4. 
Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 1.4 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 Corporation or by Holders of Securities as
provided in Section 13.2(b), in which case the Corporation 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


 


59

















 


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
principal amount of Securities of such series held or represented by such
Holder; provided, 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 13.2 at which a quorum is
present may be adjourned from time to time by Persons entitled to vote a
majority in principal amount of the Outstanding Securities of such series
represented at the meeting; and the meeting may be held as so adjourned without
further notice.


 


Section 13.6  Counting Votes and Recording Action of
Meetings.  The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by
proxy and the principal amounts and serial numbers of the Outstanding
Securities of such series held or represented by them.  The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in triplicate of all votes cast at
the meeting.  A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting, and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 13.2 and, if
applicable, Section 13.4.  Each copy
shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting, and one such copy shall be delivered to the
Corporation and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting.  Any record so signed and verified shall be
conclusive evidence of the matters therein stated.


 


Section 13.7  Action Without Meeting.  In lieu of a vote of Holders at a meeting as
hereinbefore contemplated in this Article, any request, demand, authorization,
direction, notice, consent, waiver or other action may be made, given or taken
by Holders by written instruments as provided in Section 1.4.


 


ARTICLE FOURTEEN


 


Immunity of Incorporators, Stockholders, Officers,

Directors and Employees


 


Section 14.1  Liability Solely Corporate.  No recourse shall be had for the payment of
the principal of or premium, if any, or interest, if any, on any Securities, or
any part thereof, or for any claim based thereon or otherwise in respect
thereof, or of the indebtedness


 


60

















 


represented thereby, or upon any obligation, covenant
or agreement under this Indenture, against any incorporator, stockholder,
officer, director or employee, as such, past, present or future of the
Corporation or of any predecessor or successor Corporation (either directly or
through the Corporation or a predecessor or successor Corporation), whether by
virtue of any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
agreed and understood that this Indenture and all the Securities are solely
corporate obligations, and that no personal liability whatsoever shall attach
to, or be incurred by, any incorporator, stockholder, officer, director or
employee, past, present or future, of the Corporation or of any predecessor or
successor Corporation, either directly or indirectly through the Corporation or
any predecessor or successor Corporation, because of the indebtedness hereby
authorized or under or by reason of any of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or to be
implied herefrom or therefrom, and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of this Indenture and the issuance of the
Securities.


 


ARTICLE FIFTEEN


 


Subordination of Securities


 


Section 15.1  Subordination Terms.  The payment by the Corporation of the
principal of (and premium, if any) and interest on any series of Securities
issued hereunder shall be subordinated to the extent set forth in an indenture
supplemental hereto relating to such Securities.


 






 


61

















 


IN
WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed and attested, all as of the day and year first
above written.


 


	
   

  	
   

  	
  AAR CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
  Attest:

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
  Attest:

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
							



 


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