Exhibit
4.5

    


    Form
of

    


    INDENTURE

    


    Between

    


    FIRST
COMMUNITY BANCSHARES, INC.

    


    And

    


    
      
        

      

    

    


    Trustee

    


    
      
        

      

    

    


    Dated
as of _____ __, 20___

    


    
      
 

    Subordinated
Debt Securities


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FIRST
COMMUNITY BANCSHARES, INC.

    RECONCILIATION
AND TIE BETWEEN

    TRUST
INDENTURE ACT OF 1939 AND

    INDENTURE
DATED AS OF _____ __, 20____

    


    
      
        
          	
                  TRUST
      INDENTURE

                  ACT
      SECTION

                	 
      	
                  INDENTURE
      SECTION

                
	
                  310

                	
                  (a)(1)

                	 
      	
                  6.09

                
	 
      	
                  (a)(2)

                	 
      	
                  6.09

                
	 
      	
                  (a)(3)

                	 
      	
                  Not
      Applicable

                
	 
      	
                  (a)(4)

                	 
      	
                  Not
      Applicable

                
	 
      	
                  (b)

                	 
      	
                  6.08

                
	 
      	 
      	 
      	
                  6.10

                
	
                  311

                	
                  (a)

                	 
      	
                  6.13

                
	 
      	
                  (b)

                	 
      	
                  6.13

                
	
                  312

                	
                  (a)

                	 
      	
                  7.01

                
	 
      	 
      	 
      	
                  7.02(a)

                
	 
      	
                  (b)

                	 
      	
                  7.02(b)

                
	 
      	
                  (c)

                	 
      	
                  7.02(c)

                
	
                  313

                	
                  (a)

                	 
      	
                  7.03(a)

                
	 
      	
                  (b)

                	 
      	
                  7.03(b)

                
	 
      	
                  (c)

                	 
      	
                  7.03(c)

                
	 
      	
                  (d)

                	 
      	
                  7.03(d)

                
	
                  314

                	
                  (a)

                	 
      	
                  7.04

                
	 
      	
                  (a)(4)

                	 
      	
                  12.02

                
	 
      	
                  (b)

                	 
      	
                  Not
      Applicable

                
	 
      	
                  (c)(1)

                	 
      	
                  1.02

                
	 
      	
                  (c)(2)

                	 
      	
                  1.02

                
	 
      	
                  (c)(3)

                	 
      	
                  Not
      Applicable

                
	 
      	
                  (d)

                	 
      	
                  Not
      Applicable

                
	 
      	
                  (e)

                	 
      	
                  1.02

                
	
                  315

                	
                  (a)

                	 
      	
                  6.01

                
	 
      	
                  (b)

                	 
      	
                  6.02

                
	 
      	
                  (c)

                	 
      	
                  6.01

                
	 
      	
                  (d)

                	 
      	
                  6.01

                
	 
      	
                  (e)

                	 
      	
                  5.14

                
	
                  316

                	
                  (a)

                	 
      	
                  1.01

                
	 
      	
                  (a)(1)(A)

                	 
      	
                  5.02

                
	 
      	 
      	 
      	
                  5.12

                
	 
      	
                  (a)(1)(B)

                	 
      	
                  5.13

                
	 
      	
                  (a)(2)

                	 
      	
                  Not
      Applicable

                
	 
      	
                  (b)

                	 
      	
                  5.08

                
	
                  317

                	
                  (a)(1)

                	 
      	
                  5.03

                
	 
      	
                  (a)(2)

                	 
      	
                  5.04

                
	 
      	
                  (b)

                	 
      	
                  12.04

                
	
                  318

                	
                  (a)

                	 
      	
                  1.06

                


        

      

    

     

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

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    TABLE
OF CONTENTS

    


    
      
        
          
            	 
      	 
      	 
      	
                    Page

                  
	 
      	 
      	 
      	 
      
	
                    FIRST
      COMMUNITY BANCSHARES, INC.

                  	 
      	
                    1

                  
	
                    FIRST
      COMMUNITY BANCSHARES, INC.

                  	 
      	
                    2

                  
	
                    ARTICLE
      I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  	 
      	
                    1

                  
	
                    Section
      1.01

                  	
                    Definitions.

                  	 
      	
                    1

                  
	
                    Section
      1.02

                  	
                    Compliance
      Certificates and Opinions.

                  	 
      	
                    10

                  
	
                    Section
      1.03

                  	
                    Form
      of Documents Delivered to Trustee.

                  	 
      	
                    11

                  
	
                    Section
      1.04

                  	
                    Notices,
      etc., to Trustee and Company.

                  	 
      	
                    11

                  
	
                    Section
      1.05

                  	
                    Notice
      to Holders; Waiver.

                  	 
      	
                    12

                  
	
                    Section
      1.06

                  	
                    Conflict
      with Trust Indenture Act.

                  	 
      	
                    12

                  
	
                    Section
      1.07

                  	
                    Effect
      of Headings and Table of Contents.

                  	 
      	
                    13

                  
	
                    Section
      1.08

                  	
                    Successors
      and Assigns.

                  	 
      	
                    13

                  
	
                    Section
      1.09

                  	
                    Separability
      Clause.

                  	 
      	
                    13

                  
	
                    Section
      1.10

                  	
                    Benefits
      of Indenture.

                  	 
      	
                    13

                  
	
                    Section
      1.11

                  	
                    Governing
      Law.

                  	 
      	
                    13

                  
	
                    Section
      1.12

                  	
                    Legal
      Holidays.

                  	 
      	
                    13

                  
	
                    Section
      1.13

                  	
                    No
      Security Interest Created.

                  	 
      	
                    14

                  
	
                    Section
      1.14

                  	
                    Liability
      Solely Corporate.

                  	 
      	
                    14

                  
	
                    ARTICLE
      II DEBT SECURITY FORMS

                  	 
      	
                    14

                  
	
                    Section
      2.01

                  	
                    Forms
      Generally.

                  	 
      	
                    14

                  
	
                    Section
      2.02

                  	
                    Form
      of Trustee’s Certificate of Authentication.

                  	 
      	
                    15

                  
	
                    Section
      2.03

                  	
                    Securities
      in Global Form.

                  	 
      	
                    15

                  
	
                    ARTICLE
      III THE DEBT SECURITIES

                  	 
      	
                    16

                  
	
                    Section
      3.01

                  	
                    Amount
      Unlimited; Issuable in Series.

                  	 
      	
                    16

                  
	
                    Section
      3.02

                  	
                    Denominations.

                  	 
      	
                    19

                  
	
                    Section
      3.03

                  	
                    Execution,
      Authentication, Delivery and Dating.

                  	 
      	
                    20

                  
	
                    Section
      3.04

                  	
                    Temporary
      Debt Securities; Exchange of Temporary Global Notes for Definitive Bearer
      Securities; Global Notes Representing Registered
    Securities.

                  	 
      	
                    22

                  
	
                    Section
      3.05

                  	
                    Registration,
      Transfer and Exchange.

                  	 
      	
                    28

                  
	
                    Section
      3.06

                  	
                    Mutilated,
      Destroyed, Lost and Stolen Debt Securities.

                  	 
      	
                    30

                  
	
                    Section
      3.07

                  	
                    Payment
      of Interest; Interest Rights Preserved.

                  	 
      	
                    31

                  
	
                    Section
      3.08

                  	
                    Cancellation.

                  	 
      	
                    33

                  
	
                    Section
      3.09

                  	
                    Computation
      of Interest.

                  	 
      	
                    33

                  
	
                    Section
      3.10

                  	
                    Currency
      of Payments in Respect of Debt Securities.

                  	 
      	
                    34

                  
	
                    Section
      3.11

                  	
                    Judgments.

                  	 
      	
                    37

                  
	
                    Section
      3.12

                  	
                    Exchange
      Upon Default.

                  	 
      	
                    37

                  
	
                    Section
      3.13

                  	
                    CUSIP
      Numbers.

                  	 
      	
                    37

                  
	
                    ARTICLE
      IV SATISFACTION AND DISCHARGE

                  	 
      	
                    38

                  
	
                    Section
      4.01

                  	
                    Satisfaction
      and Discharge of Indenture.

                  	 
      	
                    38

                  
	
                    Section
      4.02

                  	
                    Application
      of Trust Money.

                  	 
      	
                    39

                  
	
                    ARTICLE
      V REMEDIES

                  	 
      	
                    40

                  
	
                    Section
      5.01

                  	
                    Events
      of Default.

                  	 
      	
                    40

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Section
      5.02

                	
                  Acceleration
      of Maturity; Rescission and Annulment.

                	 
      	
                  40

                
	
                  Section
      5.03

                	
                  Collection
      of Indebtedness and Suits for Enforcement by Trustee.

                	 
      	
                  41

                
	
                  Section
      5.04

                	
                  Trustee
      May File Proofs of Claim.

                	 
      	
                  42

                
	
                  Section
      5.05

                	
                  Trustee
      May Enforce Claims Without Possession of Debt Securities.

                	 
      	
                  43

                
	
                  Section
      5.06

                	
                  Application
      of Money Collected.

                	 
      	
                  43

                
	
                  Section
      5.07

                	
                  Limitation
      on Suits.

                	 
      	
                  44

                
	
                  Section
      5.08

                	
                  Unconditional
      Right of Holders to Receive Principal, Premium and
    Interest.

                	 
      	
                  44

                
	
                  Section
      5.09

                	
                  Restoration
      of Rights and Remedies.

                	 
      	
                  45

                
	
                  Section
      5.10

                	
                  Rights
      and Remedies Cumulative.

                	 
      	
                  45

                
	
                  Section
      5.11

                	
                  Delay
      or Omission Not Waiver.

                	 
      	
                  45

                
	
                  Section
      5.12

                	
                  Control
      by Holders.

                	 
      	
                  45

                
	
                  Section
      5.13

                	
                  Waiver
      of Past Defaults.

                	 
      	
                  46

                
	
                  Section
      5.14

                	
                  Undertaking
      for Costs.

                	 
      	
                  46

                
	
                  Section
      5.15

                	
                  Waiver
      of Stay or Extension Laws.

                	 
      	
                  46

                
	
                  ARTICLE
      VI THE TRUSTEE

                	 
      	
                  47

                
	
                  Section
      6.01

                	
                  Certain
      Duties and Responsibilities.

                	 
      	
                  47

                
	
                  Section
      6.02

                	
                  Notice
      of Defaults.

                	 
      	
                  48

                
	
                  Section
      6.03

                	
                  Certain
      Rights of Trustee.

                	 
      	
                  49

                
	
                  Section
      6.04

                	
                  Not
      Responsible for Recitals or Issuance of Debt Securities.

                	 
      	
                  50

                
	
                  Section
      6.05

                	
                  May
      Hold Debt Securities.

                	 
      	
                  50

                
	
                  Section
      6.06

                	
                  Money
      Held in Trust.

                	 
      	
                  50

                
	
                  Section
      6.07

                	
                  Compensation
      and Reimbursement.

                	 
      	
                  50

                
	
                  Section
      6.08

                	
                  Disqualification;
      Conflicting Interests.

                	 
      	
                  51

                
	
                  Section
      6.09

                	
                  Corporate
      Trustee Required; Eligibility.

                	 
      	
                  56

                
	
                  Section
      6.10

                	
                  Resignation
      and Removal; Appointment of Successor.

                	 
      	
                  57

                
	
                  Section
      6.11

                	
                  Acceptance
      of Appointment by Successor.

                	 
      	
                  58

                
	
                  Section
      6.12

                	
                  Merger,
      Conversion, Consolidation or Succession to Business.

                	 
      	
                  59

                
	
                  Section
      6.13

                	
                  Preferential
      Collection of Claims Against Company.

                	 
      	
                  59

                
	
                  Section
      6.14

                	
                  Appointment
      of Authenticating Agent.

                	 
      	
                  63

                
	
                  ARTICLE
      VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

                	 
      	
                  64

                
	
                  Section
      7.01

                	
                  Company
      to Furnish Trustee Names and Addresses of Holders.

                	 
      	
                  64

                
	
                  Section
      7.02

                	
                  Preservation
      of Information; Communication to Holders.

                	 
      	
                  65

                
	
                  Section
      7.03

                	
                  Reports
      by Trustee.

                	 
      	
                  66

                
	
                  Section
      7.04

                	
                  Reports
      by Company.

                	 
      	
                  68

                
	
                  ARTICLE
      VIII CONCERNING THE HOLDERS

                	 
      	
                  69

                
	
                  Section
      8.01

                	
                  Acts
      of Holders.

                	 
      	
                  69

                
	
                  Section
      8.02

                	
                  Proof
      of Ownership; Proof of Execution of Instruments by Holder.

                	 
      	
                  69

                
	
                  Section
      8.03

                	
                  Persons
      Deemed Owners.

                	 
      	
                  70

                
	
                  Section
      8.04

                	
                  Revocation
      of Consents; Future Holders Bound.

                	 
      	
                  70

                
	
                  ARTICLE
      IX HOLDERS’ MEETINGS

                	 
      	
                  71

                
	
                  Section
      9.01

                	
                  Purposes
      of Meetings.

                	 
      	
                  71

                
	
                  Section
      9.02

                	
                  Call
      of Meetings by Trustee.

                	 
      	
                  71

                
	
                  Section
      9.03

                	
                  Call
      of Meetings by Company or Holders.

                	 
      	
                  71

                
	
                  Section
      9.04

                	
                  Qualifications
      for Voting.

                	 
      	
                  72

                
	
                  Section
      9.05

                	
                  Regulations.

                	 
      	
                  72

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Section
      9.06

                	
                  Voting.

                	 
      	
                  72

                
	
                  Section
      9.07

                	
                  No
      Delay of Rights by Meeting.

                	 
      	
                  73

                
	
                  ARTICLE
      X CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                	 
      	
                  73

                
	
                  Section
      10.01

                	
                  Company
      May Consolidate, Etc., Only on Certain Terms.

                	 
      	
                  73

                
	
                  Section
      10.02

                	
                  Successor
      Substituted.

                	 
      	
                  74

                
	
                  ARTICLE
      XI SUPPLEMENTAL INDENTURES

                	 
      	
                  74

                
	
                  Section
      11.01

                	
                  Supplemental
      Indentures Without Consent of Holders.

                	 
      	
                  74

                
	
                  Section
      11.02

                	
                  Supplemental
      Indentures With Consent of Holders.

                	 
      	
                  76

                
	
                  Section
      11.03

                	
                  Execution
      of Supplemental Indentures.

                	 
      	
                  77

                
	
                  Section
      11.04

                	
                  Effect
      of Supplemental Indentures.

                	 
      	
                  77

                
	
                  Section
      11.05

                	
                  Conformity
      with Trust Indenture Act.

                	 
      	
                  77

                
	
                  Section
      11.06

                	
                  Reference
      in Debt Securities to Supplemental Indentures.

                	 
      	
                  77

                
	
                  Section
      11.07

                	
                  Notice
      of Supplemental Indenture.

                	 
      	
                  78

                
	
                  Section
      11.08

                	
                  Effect
      on Senior Indebtedness.

                	 
      	
                  78

                
	
                  ARTICLE
      XII COVENANTS

                	 
      	
                  78

                
	
                  Section
      12.01

                	
                  Payment
      of Principal, Premium and Interest.

                	 
      	
                  78

                
	
                  Section
      12.02

                	
                  Officer’s
      Certificate as to Default.

                	 
      	
                  78

                
	
                  Section
      12.03

                	
                  Maintenance
      of Office or Agency.

                	 
      	
                  79

                
	
                  Section
      12.04

                	
                  Money
      for Debt Securities; Payments to Be Held in Trust.

                	 
      	
                  80

                
	
                  Section
      12.05

                	
                  Corporate
      Existence.

                	 
      	
                  81

                
	
                  Section
      12.06

                	
                  Waiver
      of Certain Covenants.

                	 
      	
                  81

                
	
                  ARTICLE
      XIII REDEMPTION OF DEBT SECURITIES

                	 
      	
                  82

                
	
                  Section
      13.01

                	
                  Applicability
      of Article.

                	 
      	
                  82

                
	
                  Section
      13.02

                	
                  Election
      to Redeem; Notice to Trustee.

                	 
      	
                  82

                
	
                  Section
      13.03

                	
                  Selection
      by Trustee or Authorized Agent of Debt Securities to Be
      Redeemed.

                	 
      	
                  82

                
	
                  Section
      13.04

                	
                  Notice
      of Redemption.

                	 
      	
                  83

                
	
                  Section
      13.05

                	
                  Deposit
      of Redemption Price.

                	 
      	
                  84

                
	
                  Section
      13.06

                	
                  Debt
      Securities Payable on Redemption Date.

                	 
      	
                  84

                
	
                  Section
      13.07

                	
                  Debt
      Securities Redeemed in Part.

                	 
      	
                  85

                
	
                  ARTICLE
      XIV SINKING FUNDS

                	 
      	
                  85

                
	
                  Section
      14.01

                	
                  Applicability
      of Article.

                	 
      	
                  85

                
	
                  Section
      14.02

                	
                  Satisfaction
      of Mandatory Sinking Fund Payments with Debt Securities.

                	 
      	
                  85

                
	
                  Section
      14.03

                	
                  Redemption
      of Debt Securities for Sinking Fund.

                	 
      	
                  86

                
	
                  ARTICLE
      XV [INTENTIONALLY OMITTED]

                	 
      	
                  87

                
	
                  ARTICLE
      XVI SUBORDINATION

                	 
      	
                  87

                
	
                  Section
      16.01

                	
                  Agreement
      to Subordinate.

                	 
      	
                  87

                
	
                  Section
      16.02

                	
                  Distribution
      on Dissolution, Liquidation and Reorganization; Subrogation of Debt
      Securities.

                	 
      	
                  88

                
	
                  Section
      16.03

                	
                  No
      Payment on Debt Securities in Event of Default on Senior
      Indebtedness.

                	 
      	
                  90

                
	
                  Section
      16.04

                	
                  Payments
      on Debt Securities Permitted.

                	 
      	
                  91

                
	
                  Section
      16.05

                	
                  Authorization
      of Holders to Trustee to Effect Subordination.

                	 
      	
                  91

                
	
                  Section
      16.06

                	
                  Notices
      to Trustee.

                	 
      	
                  91

                
	
                  Section
      16.07

                	
                  Trustee
      as Holder of Senior Indebtedness.

                	 
      	
                  92

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Section
      16.08

                	
                  Modifications
      of Terms of Senior Indebtedness.

                	 
      	
                  92

                
	
                  Section
      16.09

                	
                  Reliance
      on Judicial Order or Certificate of Liquidating Agent.

                	 
      	
                  93

                
	
                  Section
      16.10

                	
                  Article
      Sixteen Not to Prevent Events of Default.

                	 
      	
                  93

                
	
                  Section
      16.11

                	
                  Payment
      of Proceeds in Certain Cases.

                	 
      	
                  93

                
	 
      	 
      	 
      	 
      
	
                  Exhibit
      A

                	 
      	 
      	
                  A-1

                
	
                  Exhibit
      B

                	 
      	 
      	
                  B-1

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    INDENTURE dated as of _____
__, 20___, between FIRST
COMMUNITY BANCSHARES, INC., a Nevada corporation (hereinafter called the
“Company”), having its principal executive office at One Community Place,
Bluefield, Virginia 24605-0989, and _________________________________, as
trustee (hereinafter called the “Trustee”), having its Corporate Trust Office at
_____________________________.

    


    RECITALS
OF THE COMPANY

     

    The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured and subordinated
debentures, notes, bonds or other evidences of indebtedness (herein generally
called the “Debt Securities”), 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 Company, in
accordance with its terms, have been done.

     

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

     

    ARTICLE
I

     

    DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    
      	
              Section
      1.01

            	
              Definitions.

            


    

     

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

     

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

     

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

     

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

     

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

     

    Certain
terms, used principally in Article Three or Article Six, are defined in those
respective Articles.

     

    “Act”
when used with respect to any Holder, has the meaning specified in Section
8.01.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “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.

     

    “Affiliated
Corporation” means any corporation which is controlled by the Company but which
is not a Subsidiary of the Company pursuant to the definition of the term
“Subsidiary.”

     

    “Authenticating
Agent” has the meaning specified in Section 6.14.

     

    “Authorized
Newspaper” means a newspaper or financial journal in an official language of the
country of publication customarily published at least once a day, and
customarily published for at least five days in each calendar week, 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 in such
city.

     

    “Bearer
Security” means any Debt Security (with or without Coupons), in the form
established pursuant to Section 2.01, which is payable to bearer (including any
Global Note payable to bearer) and title to which passes by delivery only, but
does not include any Coupons.

     

    “Board of
Directors” means either the board of directors of the Company, or any committee
of that board duly authorized to act hereunder or any director or directors
and/or officer or officers of the Company to whom that board or committee shall
have delegated its authority.

     

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

     

    “Business
Day” when used with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Debt Securities means any day
which is not a Saturday, a Sunday or a legal holiday or a day on which banking
institutions or trust companies in that Place of Payment or other location are
authorized or obligated by law to close, except as otherwise specified pursuant
to Section 3.01.

     

    “Code”
means the Internal Revenue Code of 1986, as amended and as in effect on the date
hereof.

     

    “Commission”
means the United States 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 on such date.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Common
Depositary” has the meaning specified in Section 3.04(b).

     

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

     

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

     

    “Component
Currency” has the meaning specified in Section 3.10(i).

     

    “Conversion
Date” has the meaning specified in Section 3.10(e).

     

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

     

    “Corporate
Trust Office” means the principal corporate trust office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office at the date of execution of this instrument is located at
_____________________________________
__________________________________________________.

     

    “Corporation”
or “corporation” includes corporations, associations, companies (including joint
stock companies and limited liability companies) and business
trusts.

     

    “Coupon”
means any interest coupon appertaining to any Debt Security.

     

    “Coupon
Security” means any Bearer Security authenticated and delivered with one or more
Coupons appertaining thereto.

     

    “Currency”
means Dollars or Foreign Currency or Currency Unit.

     

    “Currency
Determination Agent” means the New York Clearing House bank, if any, from time
to time selected by the Company pursuant to Section 3.01; provided that such
agent shall accept such appointment in writing and the terms of such appointment
shall be acceptable to the Company and shall, in the opinion of the Company and
the Trustee at the time of such appointment, require such agent to make the
determinations required by this Indenture by a method consistent with the method
provided in this Indenture for the making of such decision or
determination.

     

    “Currency
Unit” means a composite currency or currency unit the value of which is
determined by reference to the value of the currencies of any group of
countries.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Debt
Securities” has the meaning stated in the first recital of this Indenture and
more particularly means any Debt Securities (including any Global Notes)
authenticated and delivered under this Indenture.

     

    “Defaulted
Interest” has the meaning specified in Section 3.07.

     

    “Discount
Security” means any Debt Security which is issued with “original issue discount”
within the meaning of Section 1273(a) of the Code and the regulations
thereunder.

     

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

     

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

     

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

     

    “Election
Date” has the meaning specified in Section 3.10(i).

     

    “Entitled
Persons” means any person entitled to payment pursuant to the terms of Other
Financial Obligations.

     

    “Euroclear
Operator” means the operator of the Euroclear System.

     

    “Event of
Default” has the meaning specified in Section 5.01.

     

    “Excess
Proceeds” has the meaning specified in Section 16.11(a).

     

    “Exchange
Date” has the meaning specified in Section 3.04(b).

     

    “Exchange
Rate Officer’s Certificate” means a telex or a certificate setting forth (i) the
applicable Market Exchange Rate and (ii) the Dollar, Foreign Currency or
Currency Unit amounts of principal, premium, if any, and any interest
respectively (on an aggregate basis and on the basis of a Debt Security having
the lowest denomination principal amount determined in accordance with Section
3.02 in the relevant Currency or Currency Unit), payable on the basis of such
Market

     

    Exchange
Rate sent (in the case of a telex) or signed (in the case of a certificate) by
the Treasurer or any Assistant Treasurer of the Company.

     

    “Fixed
Rate Security” means a Debt Security which provides for the payment of interest
at a fixed rate.

     

    “Floating
Rate Security” means a Debt Security which provides for the payment of interest
at a variable rate determined periodically by reference to an interest rate
index or any other index specified pursuant to Section 3.01.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


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

     

    “Global
Note” means a Registered or Bearer Security evidencing all or part of a series
of Debt Securities, including, without limitation, any temporary or permanent
Global Note.

     

    “Holder”
means, with respect to a Registered Security, the Registered Holder, and with
respect to a Bearer Security or a Coupon, the bearer thereof.

     

    “Indebtedness”
means (1) any obligation of a Person for (a) the repayment of borrowed money,
whether or not evidenced by bonds, debentures, notes or other written
instruments or for the payment of the deferred purchase price of property or
assets (other than Trade Payables), or (b) for the payment of money relating to
a lease that is required to be classified as a capitalized lease obligation in
accordance with generally accepted accounting principles;

     

    (2)           any
liability of others described in the preceding clause (1) that the Person has
guaranteed, that is recourse to such Person or that is otherwise its legal
liability; and (3) any amendment, supplement, modification, deferral, renewal,
extension or refunding of any liability of the types referred to in clauses (1)
and (2) above.

     

    “Indebtedness
Ranking on a Parity with the Debt Securities” means all Indebtedness of the
Company, whether outstanding on the date of the execution of this Indenture or
thereafter created, assumed or incurred, which specifically by its terms ranks
equally with and not prior to the Debt Securities in right of
payment.

     

    “Indebtedness
Ranking Junior to the Debt Securities” means all Indebtedness of the Company,
whether outstanding on the date of the execution of this Indenture or thereafter
created, assumed or incurred, which specifically by its terms ranks junior to
and not equally with or prior to the Debt Securities in right of
payment.

     

    “Indenture”
means this instrument as originally executed, or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and, unless the context
otherwise requires, shall include the terms of a particular series of Debt
Securities as established pursuant to Section 3.01.

     

    The term
“interest,” when used with respect to a Discount Security which by its terms
bears interest only after Maturity, means interest payable after Maturity, and,
when used with respect to a Bearer Security, includes any additional amounts
payable on such Bearer Security, if so provided pursuant to Section
3.01.

     

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


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “Market
Exchange Rate” means (i) for any conversion involving a Currency Unit on the one
hand and Dollars or any Foreign Currency on the other, the exchange rate between
the relevant Currency Unit and Dollars or such Foreign Currency calculated for
noon, New York time, on the Valuation Date by the method specified pursuant to
Section 3.01 for the securities of the relevant series, (ii) for any conversion
of Dollars into any Foreign Currency, the noon (New York time) buying rate for
such Foreign Currency for cable transfers quoted in New York City as certified
for customs purposes by the Federal Reserve Bank of New York and (iii) for any
conversion of one Foreign Currency into Dollars or another Foreign Currency, the
spot rate at noon local time in the relevant market at which, in accordance with
normal banking procedures, the Dollars or Foreign Currency into which conversion
is being made could be purchased with the Foreign Currency from which conversion
is being made from major banks located in either New York City, London or any
other principal market for Dollars or such purchased Foreign Currency. In the
event of the unavailability of any of the exchange rates provided for in the
foregoing clauses (i), (ii) and (iii) the Company, shall use, in its sole
discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York as of the most recent available date, or quotations
from one or more major banks in New York City, London or other principal market
for such Currency or Currency Unit in question, or such other quotations as the
Company shall deem appropriate, in its sole discretion and without liability on
its part. Unless otherwise specified by the Currency Determination Agent, if
there is more than one market for dealing in any Currency or Currency Unit by
reason of foreign exchange regulations or otherwise, the market to be used in
respect of such Currency or Currency Unit shall be that, as determined by the
Currency Determination Agent, in its sole discretion and without liability on
its part, upon which a nonresident issuer of securities designated in such
Currency or Currency Unit would purchase such Currency or Currency Unit in order
to make payments in respect of such securities.

     

    “Maturity”
when used with respect to any Debt Security means the date on which the
principal of such Debt 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, repayment at the option of the
Holder thereof or otherwise.

     

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

     

    “Opinion
of Counsel” means a written opinion of counsel, who may be counsel to the
Company (including an employee of the Company) and who shall be satisfactory to
the Trustee, which is delivered to the Trustee.

     

    “Other
Financial Obligations” means, unless otherwise determined with respect to any
series of Debt Securities pursuant to Section 3.01, all obligations to make
payment pursuant to the terms of financial instruments, such as (i) securities
contracts and currency and foreign exchange rate contracts, (ii) derivative
instruments, such as swap agreements (including interest rate and currency and
foreign exchange rate swap agreements), cap agreements, floor agreements, collar
agreements, interest rate agreements, foreign exchange agreements, options,
commodity futures contracts, commodity options contracts and (iii) similar
financial instruments; provided that the term Other Financial Obligations shall
not include (A) obligations on account of Senior Indebtedness and (B)
obligations on account of Indebtedness Ranking on a Parity with the Debt
Securities and Indebtedness Ranking Junior to the Debt
Securities.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


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

     

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

     

    (ii)          Debt
Securities with respect to which payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent) for the Holders of
such Debt Securities and any Coupons thereto pertaining; provided, however, that
if such Debt Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made; and

     

    (iii)         Debt
Securities which have been paid pursuant to Section 3.06 or in exchange for or
in lieu of which other Debt Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Debt Securities in respect of
which there shall have been presented to the Trustee proof reasonably
satisfactory to it that such Debt Securities are held by a bona fide purchaser
in whose hands such Debt Securities are valid obligations of the
Company;

     

    provided,
however, that in determining whether the Holders of the requisite principal
amount of Debt Securities Outstanding have performed any Act hereunder, Debt
Securities owned by the Company or any other obligor upon the Debt Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such Act, only Debt Securities which the
Trustee knows to be so owned shall be so disregarded. Debt Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right to
act with respect to such Debt Securities and that the pledgee is not the Company
or any other obligor upon the Debt Securities or any Affiliate of the Company or
of such other obligor. In determining whether the Holders of the requisite
principal amount of Outstanding Debt Securities have performed any Act
hereunder, the principal amount of a Discount Security that shall be deemed to
be Outstanding for such purpose shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02 and
the principal amount of a Debt Security denominated in a Foreign Currency that
shall be deemed to be Outstanding for such purpose shall be the amount
calculated pursuant to Section 3.10(k).

     

    “Overdue
Rate,” when used with respect to any series of the Debt Securities, means the
rate designated as such in or pursuant to the Board Resolution or the
supplemental indenture, as the case may be, relating to such series as
contemplated by Section 3.01.

     

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


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    “Permanent
Global Note” shall have the meaning given such term in Section
3.04(b).

     

    “Person”
means any individual, Corporation, partnership, joint venture, association,
trust, estate, unincorporated organization or government or any agency or
political subdivision thereof.

     

    “Place of
Payment” when used with respect to the Debt Securities of any series means the
place or places where the principal of (and premium, if any) and interest on the
Debt Securities of that series are payable as specified pursuant to Section
3.01.

     

    “Predecessor
Security” of any particular Debt Security means every previous Debt Security
evidencing all or a portion of the same debt as that evidenced by such
particular Debt Security; and, for the purposes of this definition, any Debt
Security authenticated and delivered under Section 3.06 in lieu of a mutilated,
lost, destroyed or stolen Debt Security or a Debt Security to which a mutilated,
lost, destroyed or stolen Coupon appertains shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Debt Security or the Debt
Security to which the mutilated, lost, destroyed or stolen Coupon appertains, as
the case may be.

     

    “Redemption
Date” means the date fixed for redemption of any Debt Security pursuant to this
Indenture.

     

    “Redemption
Price” means, in the case of a Discount Security, the amount of the principal
thereof that would be due and payable as of the Redemption Date upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or
any other redemption specified pursuant to Section 3.01, and in the case of any
other Debt Security, the principal amount thereof, plus, in each case, premium,
if any, and accrued and unpaid interest, if any, to the Redemption
Date.

     

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

     

    “Registered
Security” means any Debt Security in the form established pursuant to Section
2.01 which is registered as to principal and interest in the Security
Register.

     

    “Regular
Record Date” for the interest payable on the Registered Securities of any series
on any Interest Payment Date means the date specified for the purpose pursuant
to Section 3.01 for such Interest Payment Date.

     

    “Responsible
Officer” means when used with respect to the Trustee any officer within the
Corporate Trust Office including any Vice President, Managing Director,
Assistant Vice President, Secretary, Assistant Secretary, Treasurer or Assistant
Treasurer, any Financial Services Officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer’s knowledge and
familiarity with the particular subject.

     

    “Security
Register” and “Security Registrar” have the respective meanings specified in
Section 3.05(a).


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    “Senior
Indebtedness” means, unless otherwise determined with respect to any series of
Debt Securities pursuant to Section 3.01, all Indebtedness of the Company,
whether outstanding on the date of the execution of this Indenture or thereafter
created, assumed or incurred except for (i) the Debt Securities, (ii)
Indebtedness Ranking on a Parity with the Debt Securities and (iii) Indebtedness
Ranking Junior to the Debt Securities.

     

    “Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.07.

     

    “Specified
Amount” has the meaning specified in Section 3.10(i).

     

    “State”
means any of the various States of the United States of America.

     

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

     

    “Subsidiary”
means any Corporation of which at least a majority of the outstanding stock
having by the terms thereof ordinary voting power to elect a majority of the
directors of such Corporation, irrespective of whether or not, at the time,
stock of any other class or classes of such Corporation shall have or might have
voting power by reason of the happening of any contingency, is at the time,
directly or indirectly, owned or controlled by the Company or by one or more
Subsidiaries thereof, or by the Company and one or more Subsidiaries
thereof.

     

    “Temporary
Global Note” shall have the meaning given such term in Section
3.04(b).

     

    “Trade
Payables” means accounts payable or any other indebtedness or monetary
obligations to trade creditors created or assumed in the ordinary course of
business in connection with the obtaining of materials or services.

     

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

     

    “Trust
Indenture Act” means the Trust Indenture Act of 1939 as amended and as in force
at the date as of which this instrument was executed, except as provided in
Section 11.05.

     

    “United
States” means the United States of America (including the States and the
District of Columbia), and its possessions, which include the Commonwealth of
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    “U.S.
Depositary” means a clearing agency registered under the Securities Exchange Act
of 1934, as amended, or any successor thereto, which shall in either case be
designated by the Company pursuant to Section 3.01 until a successor U.S.
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “U.S. Depositary” shall mean or include each Person
who is then a U.S. Depositary hereunder, and if at any time there is more than
one such Person, “U.S. Depositary” as used with respect to the Debt Securities
of any series shall mean the U.S. Depositary with respect to the Debt Securities
of that series.

     

    “U.S.
Person” means a citizen or resident of the United States, a Corporation,
partnership or other entity created or organized in or under the laws of the
United States, or an estate or trust the income of which is subject to United
States Federal income taxation regardless of its source.

     

    “Valuation
Date” has the meaning specified in Section 3.10(d).

     

    “Vice
President” includes with respect to the Company and the Trustee, any Vice
President of the Company or the Trustee, as the case may be, whether or not
designated by a number or word or words added before or after the title “Vice
President.”

     

    “Wholly-Owned
Subsidiary” means a Subsidiary of which all of the outstanding voting stock
(other than directors’ qualifying shares) is at the time, directly or
indirectly, owned by the Company, or by one or more Wholly-Owned Subsidiaries of
the Company or by the Company and one or more Wholly-Owned Subsidiaries of the
Company.

     

    
      	
              Section
      1.02

            	
              Compliance
      Certificates and Opinions.

            


    

     

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

     

    Every
Officers’ Certificate or Opinion of Counsel with respect to compliance with a
condition or covenant provided for in this Indenture (other than certificates
provided pursuant to Section 12.02) shall include:

     

    (1)          a
statement that each individual signing such Certificate or Opinion of Counsel
has read such covenant or condition and the definitions herein relating
thereto;

     

    (2)          a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such Officers’ Certificate or
Opinion of Counsel are based;

     

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


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


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

     

    
      	
              Section
      1.03

            	
              Form of Documents
      Delivered to Trustee.

            


    

     

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

     

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

     

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

     

    
      	
              Section
      1.04

            	
              Notices, etc., to
      Trustee and Company.

            


    

     

    Any Act
of Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

     

    (1)          the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if made, given, furnished
or filed in writing to or with the Trustee at its Corporate Trust Office,
Attention: Corporate Trust Administration.

     

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

     

    Any such
Act or other document shall be in the English language, except that any
published notice may be in an official language of the country of
publication.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
              Section
      1.05

            	
              Notice to Holders;
      Waiver.

            


    

     

    When this
Indenture provides for notice to Holders of any event, (1) such notice shall be
sufficiently given to Registered Holders (unless otherwise herein expressly
provided) if in writing and mailed, first class postage prepaid, to such
Registered Holders as their names and addresses appear in the Security Register,
within the time prescribed, and (2) such notice shall be sufficiently given to
Holders of Bearer Securities or Coupons (unless otherwise herein expressly
provided) if published at least twice in an Authorized Newspaper or Newspapers
in The City of New York and, if Debt Securities of such series are then listed
on any stock exchange located outside the United States and such stock exchange
shall so require, in a daily newspaper or financial journal in such other city
or cities specified pursuant to Section 3.01 or in any Debt Security on Business
Days, the first such publication to be not earlier than the earliest date and
not later than two Business Days prior to the latest date prescribed for the
giving of such notice; provided, however, that, in any case, any notice to
Holders of Floating Rate Securities regarding the determination of a periodic
rate of interest, if such notice is required pursuant to Section 3.01, shall be
sufficiently given if given in the manner specified pursuant to Section
3.01.

     

    In the
event of suspension of regular mail service or by reason of any other cause it
shall be impracticable to give notice by mail, such notification as shall be
given with the approval of the Trustee shall constitute sufficient notice for
every purpose hereunder.

     

    In the
event of suspension of publication of any Authorized Newspapers or by reason of
any other cause it shall be impracticable to give notice by publication, such
notification as shall be given with the approval of the Trustee shall constitute
sufficient notice for every purpose hereunder.

     

    Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance on such
waiver. In any case where notice to Holders is given by mail, neither the
failure to mail such notice nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders, and any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given. In any case where notice
to Holders is given by publication, any defect in any notice so published as to
any particular Holder shall not affect the sufficiency of such notice with
respect to other Holders, and any notice which is published in the manner herein
provided shall be conclusively presumed to have been duly given.

     

    
      	
              Section
      1.06

            	
              Conflict with Trust
      Indenture Act.

            


    

     

    If any
provision hereof limits, qualifies or conflicts with the duties imposed on any
person by the provisions of Sections 310 to 317, inclusive, of the Trust
Indenture Act, such duties imposed by the Trust Indenture Act shall
control.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
              Section
      1.07

            	
              Effect of Headings and
      Table of Contents.

            


    

     

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

     

    
      	
              Section
      1.08

            	
              Successors and
      Assigns.

            


    

     

    All
covenants and agreements in this Indenture by the parties hereto shall bind
their respective successors and assigns and inure to the benefit of their
permitted successors and assigns, whether so expressed or not.

     

    
      	
              Section
      1.09

            	
              Separability
      Clause.

            


    

     

    In case
any provision in this Indenture or in the Debt Securities 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
      1.10

            	
              Benefits of
      Indenture.

            


    

     

    Nothing
in this Indenture or in the Debt Securities, express or implied, shall give to
any Person, other than the parties hereto, any Security Registrar, any Paying
Agent and their successors hereunder, and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

     

    
      	
              Section
      1.11

            	
              Governing
      Law.

            


    

     

    This
Indenture, the Debt Securities and the Coupons shall be deemed to be contracts
made and to be performed entirely in the State of New York, and for all purposes
shall be governed by and construed in accordance with the laws of said State
without regard to the conflicts of law rules of said State.

     

    
      	
              Section
      1.12

            	
              Legal
      Holidays.

            


    

     

    Unless
otherwise specified pursuant to Section 3.01 or in any Debt Security, in any
case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Debt Security of any series shall not be a Business Day at any Place of Payment
for the Debt Securities of that series, then (notwithstanding any other
provision of this Indenture or of the Debt Securities or Coupons) payment of
principal (and premium, if any) or interest need not be made at such Place of
Payment on such date, but any such payment may be made at such Place of Payment
on the next succeeding Business Day with the same force and effect as if made on
the Interest Payment Date, Redemption Date or at the Stated Maturity, and 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, to such Business Day if such payment is made or duly provided for on such
Business Day.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
              Section
      1.13

            	
              No Security Interest
      Created.

            


    

     

    Nothing
in this Indenture or in the Debt Securities or Coupons, express or implied,
shall be construed to constitute a security interest or mortgage or other pledge
of collateral under the Uniform Commercial Code or similar legislation or real
property laws, as now or hereafter enacted and in effect in any jurisdiction
where property of the Company or its Subsidiaries is or may be
located.

     

    
      	
              Section
      1.14

            	
              Liability Solely
      Corporate.

            


    

     

    No
recourse shall be had for the payment of the principal of (or premium, if any)
or the interest on any Debt Securities or Coupons, or any part thereof, or of
the indebtedness represented thereby, or upon any obligation, covenant or
agreement of this Indenture, against any incorporator, or against any
stockholder, officer or director, as such, past, present or future, of the
Company (or any incorporator, stockholder, officer or director of any
predecessor or successor corporation), either directly or through the Company
(or any such predecessor or successor corporation), whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that this
Indenture and all the Debt Securities and Coupons are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any such incorporator, stockholder, officer or director, past,
present or future, of the Company (or any incorporator, stockholder, officer or
director of any such predecessor or successor corporation), either directly or
indirectly through the Company or any such predecessor or successor corporation,
because of the indebtedness hereby authorized or under or by reason of any of
the obligations, covenants, promises or agreements contained in this Indenture
or in any of the Debt Securities or Coupons 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 issue of Debt Securities; provided, however, that
nothing herein or in the Debt Securities or Coupons contained shall be taken to
prevent recourse to and the enforcement of the liability, if any, of any
stockholder or subscriber to capital stock upon or in respect of the shares of
capital stock not fully paid.

     

    ARTICLE
II

     

    DEBT
SECURITY FORMS

     

    
      	
              Section
      2.01

            	
              Forms
      Generally.

            


    

     

    The Debt
Securities and the Coupons, if any, of each series shall be substantially in one
of the forms (including global form) established in or pursuant to a Board
Resolution or one or more indentures supplemental hereto, and shall have 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 or designation and such legends or endorsements
placed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Indenture, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any securities exchange on which any series of the Debt Securities
may be listed, or to conform to usage, all as determined by the officers
executing such Debt Securities and Coupons as conclusively evidenced by their
execution of such Debt Securities and Coupons. If the form of a series of Debt
Securities or Coupons (or any Global Note) is established in or pursuant to a
Board Resolution, a copy of such Board Resolution shall be delivered to the
Trustee, together with an Officers’ Certificate setting forth the form of such
series, at or prior to the delivery of the Company Order contemplated by Section
3.03 for the authentication and delivery of such Debt Securities (or any such
Global Note) or Coupons.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    Unless
otherwise specified as contemplated by Section 3.01, Debt Securities in bearer
form (other than in global form) shall have Coupons attached.

     

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

     

    
      	
              Section
      2.02

            	
              Form of Trustee’s
      Certificate of
Authentication.

            


    

     

    The form
of the Trustee’s certificate of authentication to be borne by the Debt
Securities shall be substantially as follows:

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

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

     

    
      
        
          
            	 
      	
                    ________________________________________________________,

                  
	 
      	
                    as
      Trustee

                  
	 
      	 
      
	
                    Dated:

                  	
                    By: 

                  	 
      
	 
      	
                    Authorized
      Signatory

                  


          

        

      

    

    
      
      

    

     

    
      	
              Section
      2.03

            	
              Securities in Global
      Form.

            


    

     

    If any
Debt Security of a series is issuable in global form, the Global Note so issued
may provide that it shall represent the aggregate amount of Outstanding Debt
Securities from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Debt Securities represented thereby may from
time to time be reduced or increased to reflect exchanges. Any endorsement of a
Global Note to reflect the amount, or any increase or decrease in the amount, of
Outstanding Debt Securities represented thereby shall be made by the Trustee and
in such manner as shall be specified in such Global Note. Any instructions by
the Company with respect to a Global Note, after its initial issuance, shall be
in writing but need not comply with Section 1.02.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    Global
Notes may be issued in either registered or bearer form and in either temporary
or permanent form. Permanent Global Notes will be issued in definitive
form.

     

    ARTICLE
III

     

    THE
DEBT SECURITIES

     

    
      	
              Section
      3.01

            	
              Amount Unlimited;
      Issuable in Series.

            


    

     

    The
aggregate principal amount of Debt Securities which may be authenticated and
delivered under this Indenture is unlimited.

     

    The Debt
Securities may be issued from time to time in one or more series. There shall be
established in or pursuant to a Board Resolution and (subject to Section 3.03)
set forth in an Officers’ Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Debt Securities of any
series:

     

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

     

    (2)          the
limit, if any, upon the aggregate principal amount of the Debt Securities of the
series which may be authenticated and delivered under this Indenture (except for
Debt Securities authenticated and delivered upon transfer of, or in exchange
for, or in lieu of, other Debt Securities of such series pursuant to Sections
3.04, 3.05, 3.06, 11.06 or 13.07);

     

    (3)          the
percentage of the principal amount at which the Debt Securities will be issued
and, if other than the principal amount thereof, the portion of the principal
amount thereof payable upon declaration of acceleration of the Maturity thereof
or the method by which such portion shall be determined;

     

    (4)          the
date or dates on which or periods during which the Debt Securities of the series
may be issued, and the date or dates (or the method of determination thereof) on
which the principal of (and premium, if any, on) the Debt Securities of such
series are or may be payable (which, if so provided in such Board Resolution or
supplemental indenture, may be determined by the Company from time to time and
set forth in the Debt Securities of the series issued from time to
time);

     

    (5)          the
rate or rates (or the method of determination thereof) at which the Debt
Securities of the series shall bear interest, if any, and the dates from which
such interest shall accrue (which, in either case or both, if so provided in
such Board Resolution or supplemental indenture, may be determined by the
Company from time to time and set forth in the Debt Securities of the series
issued from time to time); and the Interest Payment Dates on which such interest
shall be payable (or the method of determination thereof), and, in the case of
Registered Securities, the Regular Record Dates for the interest payable on such
Interest Payment Dates and, in the case of Floating Rate Securities, the notice,
if any, to Holders regarding the determination of interest and the manner of
giving such notice;


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    (6)           the
place or places where the principal of (and premium, if any) and interest on
Debt Securities of the series shall be payable; the extent to which, or the
manner in which, any interest payable on any Global Note on an Interest Payment
Date will be paid, if other than in the manner provided in Section 3.07; the
extent, if any, to which the provisions of the last sentence of Section 12.01
shall apply to the Debt Securities of the series; and the manner in which any
principal of, or premium, if any, on, any Global Note will be paid, if other
than as set forth elsewhere herein;

     

    (7)           the
obligation, if any, of the Company to redeem, repay or purchase Debt Securities
of the series pursuant to any mandatory redemption, sinking fund or analogous
provisions or at the option of the Holder and the period or periods within which
or the dates on which, the prices at which and the terms and conditions upon
which Debt Securities of the series shall be redeemed, repaid or purchased, in
whole or in part, pursuant to such obligation;

     

    (8)           the
right, if any, of the Company to redeem the Securities of such series, in whole
or in part, at its option and the period or periods within which, or the date or
dates on which, the price or prices at which, and the terms and conditions upon
which Debt Securities of the series may be redeemed, if any, in whole or in
part, at the option of the Company or otherwise;

     

    (9)           if
the coin or Currency in which the Debt Securities shall be issuable is in
Dollars, the denominations of such Debt Securities if other than denominations
of $1,000 and any integral multiple thereof (except as provided in Section
3.04);

     

    (10)         whether
the Debt Securities of the series are to be issued as Discount Securities and
the amount of discount with which such Debt Securities may be issued and, if
other than the principal amount thereof, the portion of the principal amount of
Debt Securities of the series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 5.02;

     

    (11)         provisions,
if any, for the defeasance of the Debt Securities of such series or certain of
the Company’s obligations with respect to the Debt Securities;

     

    (12)         whether
Debt Securities of the series are to be issued as Registered Securities or
Bearer Securities or both, and, if Bearer Securities are issued, whether Coupons
will be attached thereto, whether Bearer Securities of the series may be
exchanged for Registered Securities of the series, as provided in Section
3.05(b) or otherwise and the circumstances under which and the place or places
at which any such exchanges, if permitted, may be made;

     

    (13)         whether
provisions for payment of additional amounts or tax redemptions shall apply and,
if such provisions shall apply, such provisions; and, if Bearer Securities of
the series are to be issued, whether a procedure other than that set forth in
Section 3.04(b) shall apply and, if so, such other procedure, and if the
procedure set forth in Section 3.04(b) shall apply, the forms of certifications
to be delivered under such procedure;

     

    (14)         if
other than Dollars, the Foreign Currency or Currencies or Currency Unit in which
Debt Securities of the series shall be denominated or in which payment of the
principal of (and/or premium, if any) and/or interest on the Debt Securities of
the series may be made, and the particular provisions applicable thereto and, if
applicable, the amount of Debt Securities of the series which entitles the
Holder of a Debt Security of the series or its proxy to one vote for purposes of
Section 9.06;


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    (15)         if
the principal of (and premium, if any) or interest on Debt Securities of the
series are to be payable, at the election of the Company or a Holder thereof, in
a Currency other than that in which the Debt Securities are denominated or
payable without such election, in addition to or in lieu of the provisions of
Section 3.10, the period or periods within which and the terms and conditions
upon which, such election may be made and the time and the manner of determining
the exchange rate or rates between the Currency or Currencies in which the Debt
Securities are denominated or payable without such election and the Currency or
Currencies in which the Debt Securities are to be paid if such election is
made;

     

    (16)         the
date as of which any Debt Securities of the series shall be dated, if other than
as set forth in Section 3.03;

     

    (17)         if
the amount of payments of principal of (and premium, if any) or interest on the
Debt Securities of the series may be determined with reference to an index,
including, but not limited to, an index based on a Currency or Currencies other
than that in which the Debt Securities are denominated or payable, or any other
type of index, the manner in which such amounts shall be
determined;

     

    (18)         if
the Debt Securities of the series are denominated or payable in a Foreign
Currency, any other terms concerning the payment of principal of (and premium,
if any) or any interest on such Debt Securities (including the Currency or
Currencies of payment thereof);

     

    (19)         the
designation of the original Currency Determination Agent, if any;

     

    (20)         the
applicable Overdue Rate, if any;

     

    (21)         if
the Debt Securities of the series do not bear interest, the applicable dates for
purposes of Section 7.01;

     

    (22)         any
addition to, or modification or deletion of, any Events of Default or covenants
provided for with respect to Debt Securities of the series;

     

    (23)         if
Bearer Securities of the series are to be issued, (x) whether interest in
respect of any portion of a temporary Debt Security in global form (representing
all of the Outstanding Bearer Securities of the series) payable in respect of
any Interest Payment Date prior to the exchange of such temporary Debt Security
for definitive Debt Securities of the series shall be paid to any clearing
organization with respect to the portion of such temporary Debt Security held
for its account and, in such event, the terms and conditions (including any
certification requirements) upon which any such interest payment received by a
clearing organization will be credited to the Persons entitled to interest
payable on such Interest Payment Date, (y) the terms upon which interests in
such temporary Debt Security in global form may be exchanged for interests in a
permanent Global Note or for definitive Debt Securities of the series and the
terms upon which interests in a permanent Global Note, if any, may be exchanged
for definitive Debt Securities of the series and (z) the cities in which the
Authorized Newspapers designated for the purposes of giving notices to Holders
are published;


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    (24)        whether
the Debt Securities of the series shall be issued in whole or in part in the
form of one or more Global Notes and, in such case, the U.S. Depositary or any
Common Depositary for such Global Note or Notes; and if the Debt Securities of
the series are issuable only as Registered Securities, the manner in which and
the circumstances under which Global Notes representing Debt Securities of the
series may be exchanged for Registered Securities in definitive form, if other
than, or in addition to, the manner and circumstances specified in Section
3.04(c);

     

    (25)        the
designation, if any, of the U.S. Depositary; and the designation of any trustees
(other than the Trustee), depositaries, Authenticating Agents, Paying Agents,
Security Registrars, or any other agents with respect to the Debt Securities of
such series;

     

    (26)        if
the Debt Securities of such series are to be issuable in definitive form
(whether upon original issuance or upon exchange of a temporary Debt Security of
such series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions;

     

    (27)        if
other than as specified in Article Sixteen, the subordination provisions
applicable with respect to the Debt Securities of the series, including a
different definition of the terms “Senior Indebtedness” or “Other Financial
Obligations”; and

     

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

     

    All Debt
Securities of any one series and Coupons, if any, shall be substantially
identical to all other debt securities of such series except as to denomination,
rate of interest, Stated Maturity and the date from which interest, if any,
shall accrue, which, as set forth above, may be determined by the Company from
time to time as to Debt Securities of a series if so provided in or established
pursuant to the authority granted in a Board Resolution or in any such indenture
supplemental hereto, and except as may otherwise be provided in or pursuant to
such Board Resolution and (subject to Section 3.03) set forth in such Officers’
Certificate, or in any such indenture supplemental hereto. All Debt Securities
of any one series need not be issued at the same time, and unless otherwise
provided, a series may be reopened for issuance of additional Debt Securities of
such series.

     

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

     

    
      	
              Section
      3.02

            	
              Denominations.

            


    

     

    In the
absence of any specification pursuant to Section 3.01 with respect to the Debt
Securities of any series, the Debt Securities of such series shall be issuable
only as Registered Securities in denominations of $1,000 and any integral
multiple thereof and shall be payable only in Dollars.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    
      	
              Section
      3.03

            	
              Execution,
      Authentication, Delivery and
Dating.

            


    

     

    The Debt
Securities and the Coupons, if any, of any series shall be executed on behalf of
the Company by its Chairman, its President, one of its Executive Vice
Presidents, its Chief Accounting Officer or its Treasurer, under its corporate
seal reproduced thereon and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers may be manual or
facsimile.

     

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

     

    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Debt Securities, with appropriate Coupons, if any, of
any series, executed by the Company, to the Trustee or an Authenticating Agent
for authentication, together with a Company Order for the authentication and
delivery of such Debt Securities and Coupons and the Trustee or Authenticating
Agent in accordance with the Company Order shall authenticate and deliver such
Debt Securities and Coupons, subject, in the case of Bearer Securities, to
Section 3.04(b); provided, however, that, in connection with its sale during the
“restricted period” (as defined in Section 1.1635(c)(2)(i)(D)(7) of the United
States Treasury Regulations), no Bearer Security shall be mailed or otherwise
delivered to any location in the United States; and provided, further, that a
Bearer Security (other than a temporary Global Note in bearer form) may be
delivered outside the United States in connection with its original issuance
only if the Person entitled to receive such Bearer Security shall have furnished
to the Euroclear Operator or Clearstream a certificate substantially in the form
set forth in Exhibit A to this Indenture and if the Euroclear Operator or
Clearstream has furnished the Trustee or Authenticating Agent a certificate
substantially in the form set forth in Exhibit B. If all the Debt Securities of
any one series are not to be issued at one time and if a Board Resolution or
supplemental indenture relating to such series shall so permit, such Company
Order may set forth procedures acceptable to the Trustee or Authenticating Agent
for the issuance of such Debt Securities and other matters which are subject to
variation, such as interest rate, Stated Maturity, date of issuance and date
from which interest, if any, shall accrue. If any Debt Security shall be
represented by a permanent Global Note, then, for purposes of this Section and
Section 3.04, the notation by the Common Depositary of a beneficial owner’s
interest therein upon original issuance of such Debt Security or upon exchange
of a portion of a temporary Global Note shall be deemed to be delivery in
connection with the original issuance of such beneficial owner’s interest in
such permanent Global Note. Except as permitted by Section 3.06 or 3.07, the
Trustee shall not authenticate and deliver any Bearer Security unless all
Coupons for interest then matured have been detached and canceled.

     

    The
Trustee or Authenticating Agent shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon, prior to the
authentication and delivery of the Debt Securities and Coupons of such series,
(i) the supplemental indenture or the Board Resolution by or pursuant to which
the form and terms of such Debt Securities and Coupons have been approved, (ii)
the certificates and opinions required pursuant to Section 1.02 and (iii) one or
more Opinions of Counsel substantially to the effect that:


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    (1)           all
instruments furnished by the Company to the Trustee or Authenticating Agent in
connection with the authentication and delivery of such Debt Securities and
Coupons conform to the requirements of this Indenture and constitute sufficient
authority hereunder for the Trustee or Authenticating Agent to authenticate and
deliver such Debt Securities and Coupons;

     

    (2)           the
forms and terms of such Debt Securities and Coupons have been established in
conformity with the provisions of this Indenture;

     

    (3)           in
the event that the forms or terms of such Debt Securities and Coupons have been
established in a supplemental indenture, the execution and delivery of such
supplemental indenture has been duly authorized by all necessary corporate
action of the Company, such supplemental indenture has been duly executed and
delivered by the Company and, assuming due authorization, execution and delivery
by the Trustee or Authenticating Agent, is a valid and binding obligation
enforceable against the Company in accordance with its terms, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors’ rights
generally and subject, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law);

     

    (4)           the
execution and delivery of such Debt Securities and Coupons have been duly
authorized by all necessary corporate action of the Company and such Debt
Securities and Coupons have been duly executed by the Company and, assuming due
authentication by the Trustee or Authenticating Agent and delivery by the
Company, are valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, entitled to the benefit of the
Indenture, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law) and subject to such other exceptions as counsel
shall reasonably request and as to which the Trustee shall not reasonably
object; and

     

    (5)           to
the best of such counsel’s knowledge, all governmental consents, authorizations
and approvals which are required for the execution and delivery of the Indenture
and the Debt Securities under all applicable Federal and State of New York laws,
and any other applicable law, if any, have been received other than such as may
be required by the securities or blue sky laws of the various states in
connection with the offer and sale of the Debt Securities.

     

    Notwithstanding
the provisions of Section 3.01 and of the preceding two paragraphs, if not all
of the Debt Securities of any series are to be issued at one time, it shall not
be necessary to deliver the Officers’ Certificate required by Section 3.01 or
the Opinion of Counsel otherwise required by clause (iii) of the preceding
paragraph prior to or at the time of issuance of each Debt Security of such
series, but such documents shall be delivered prior to or at the time of
delivery of the first Debt Security of such series.

     

    For
purposes of this opinion, such counsel may rely as to factual matters upon
certificates or written statements from officers or other appropriate
representatives of the Company or upon certificates of public officials and such
opinion may contain assumptions, limitations, exceptions and restrictions which
are reasonably satisfactory to the Trustee and its counsel.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    The
Trustee shall not be required to authenticate such Debt Securities and Coupons
if the issuance of such Debt Securities and Coupons pursuant to this Indenture
will affect the Trustee’s own rights, duties or immunities under the Debt
Securities and this Indenture in a manner which is not reasonably acceptable to
the Trustee.

     

    Each
Registered Security shall be dated the date of its authentication. Each Bearer
Security (including any temporary or permanent or other definitive Bearer
Security in global form) shall be dated as of the date of original issuance of
the first Debt Security of such series to be issued, except as otherwise
provided pursuant to Section 3.01 with respect to the Bearer Securities of any
series.

     

    No Debt
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Debt Security a
certificate of authentication substantially in one of the forms provided for
herein duly executed by the Trustee or by an Authenticating Agent, and such
certificate upon any Debt Security shall be conclusive evidence, and the only
evidence, that such Debt Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Debt Security shall have been duly authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Debt Security to the Trustee for cancellation as provided in
Section 3.08 together with a written statement (which need not comply with
Section 1.02) stating that such Debt Security has never been issued and sold by
the Company, for all purposes of this Indenture such Debt Security shall be
deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.

     

    
      	
              Section
      3.04

            	
              Temporary Debt
      Securities; Exchange of Temporary Global Notes for Definitive Bearer
      Securities; Global Notes Representing Registered
      Securities.

            


    

     

    (a)          Pending
the preparation of definitive Registered Securities of any series, the Company
may execute, and upon Company Order the Trustee or Authenticating Agent shall
authenticate and deliver, temporary Registered Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination for Registered Securities of such series, substantially of the
tenor of the definitive Registered Securities in lieu of which they are issued
and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Registered Securities may determine,
as conclusively evidenced by their execution of such Registered Securities.
Every such temporary Registered Security shall be executed by the Company and
shall be authenticated and delivered by the Trustee upon the same conditions and
in substantially the same manner, and with the same effect, as the definitive
Registered Securities in lieu of which they are issued. In the case of any
series issuable as Bearer Securities, such temporary Debt Securities may be in
global form, representing such of the Outstanding Debt Securities of such series
as shall be specified therein.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    Except in
the case of temporary Debt Securities in global form (which shall be exchanged
in accordance with the provisions of the following paragraphs), if temporary
Debt Securities of any series are issued, the Company will cause definitive Debt
Securities of such series to be prepared without unreasonable delay. After the
preparation of definitive Debt Securities of such series, the temporary Debt
Securities of such series shall be exchangeable for definitive Debt Securities
of such series, of a like Stated Maturity and with like terms and provisions,
upon surrender of the temporary Debt Securities of such series at the office or
agency of the Company in a Place of Payment for such series, without charge to
the Holder, except as provided in Section 3.05 in connection with a transfer.
Upon surrender for cancellation of any one or more temporary Debt Securities of
any series (accompanied by any unmatured Coupons), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Debt Securities of the same series of authorized
denominations and of a like Stated Maturity and like terms and provisions;
provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and provided, further, that a
definitive Bearer Security (including a permanent Bearer Security in global
form) shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in Section 3.03. Until so exchanged,
the temporary Registered Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Registered
Securities of such series.

     

    (b)          Unless
otherwise specified pursuant to Section 3.01, all Bearer Securities of a series
shall be initially issued in the form of a single temporary Bearer Security in
global form (a “temporary Global Note”). The Company shall execute, and upon
Company Order the Trustee (or other agent specified under Section 3.01) shall
authenticate, any temporary Global Note and any permanent Bearer Security in
global form (as described below, a “permanent Global Note”) upon the same
conditions and in substantially the same manner, and with the same effect, as
definitive Bearer Securities, and the temporary or permanent Global Note, as the
case may be, shall, unless otherwise specified therein, be delivered by the
Trustee (or such other agent) to the London office of a depositary or common
depositary (the “Common Depositary”), for the benefit of the Euroclear Operator
or Clearstream, as the case may be, for credit to the account of the Company (in
the case of sales of Bearer Securities by the Company directly to investors) or
the managing underwriter (in the case of sales of Bearer Securities by the
Company to underwriters) or such other accounts as the Company or the managing
underwriter, respectively, may direct in writing.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    On or
after the date specified in or determined pursuant to the terms of any temporary
Global Note which (subject to any applicable laws and regulations) shall be at
least 40 days after the issue date of a temporary Global Note (the “Exchange
Date”), the Debt Securities represented by such temporary Global Note may be
exchanged for definitive Debt Securities (subject to the second succeeding
paragraph) or Debt Securities to be represented thereafter by one or more
permanent Global Notes in definitive form without Coupons. On or after the
Exchange Date such temporary Global Note shall be surrendered by the Common
Depositary to the Trustee (or such other agent as is specified for the purpose
pursuant to Section 3.01), as the Company’s agent for such purpose, at such
place specified outside the United States pursuant to Section 3.01 and following
such surrender, the Trustee (or such other agent) shall (1) endorse the
temporary Global Note to reflect the reduction of its principal amount by an
equal aggregate principal amount of such Debt Security, (2) endorse the
applicable permanent Global Note, if any, to reflect the initial amount, or an
increase in the amount of Debt Securities represented thereby, (3) manually
authenticate such definitive Debt Securities (including any permanent Global
Note), (4) deliver such definitive Debt Securities to the Holder thereof or, if
such definitive Debt Security is a permanent Global Note, deliver such permanent
Global Note to the Common Depositary to be held outside the United States for
the accounts of the Euroclear Operator or Clearstream, as the case may be, for
credit to the respective accounts at Euroclear Operator or Clearstream, as the
case may be, designated by or on behalf of the beneficial owners of such Debt
Securities (or to such other accounts as they may direct) and (5) redeliver such
temporary Global Note to the Common Depositary, unless such temporary Global
Note shall have been canceled in accordance with Section 3.08 hereof; provided,
however, that, unless otherwise specified in such temporary Global Note, upon
such presentation by the Common Depositary, such temporary Global Note shall be
accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by the Euroclear Operator, as to the portion of such temporary Global
Note held for its account then to be exchanged for definitive Debt Securities
(including any permanent Global Note), and a certificate dated the Exchange Date
or a subsequent date and signed by Clearstream, as to the portion of such
temporary Global Note held for its account then to be exchanged for definitive
Debt Securities (including any permanent Global Note), each substantially in the
form set forth in Exhibit B to this Indenture. Each certificate substantially in
the form of Exhibit B hereto of the Euroclear Operator or Clearstream, as the
case may be, shall be based on certificates of the account holders listed in the
records of the Euroclear Operator or Clearstream, as the case may be, as being
entitled to all or any portion of the applicable temporary Global Note. An
account holder of the Euroclear Operator or Clearstream, as the case may be,
desiring to effect the exchange of an interest in a temporary Global Note for an
interest in definitive Debt Securities (including any permanent Global Note)
shall instruct the Euroclear Operator or Clearstream, as the case may be, to
request such exchange on its behalf and shall deliver to the Euroclear Operator
or Clearstream, as the case may be, a certificate substantially in the form of
Exhibit A hereto and dated no earlier than 10 days prior to the Exchange Date.
Until so exchanged, temporary Global Notes shall in all respects be entitled to
the same benefits under this Indenture as definitive Debt Securities (including
any permanent Global Note) of the same series authenticated and delivered
hereunder, except as to payment of interest, if any.

     

    The
delivery to the Company, its agent or the Trustee by the Euroclear Operator or
Clearstream of any certificate substantially in the form of Exhibit B hereto may
be relied upon by the Company, its agent and the Trustee as conclusive evidence
that a corresponding certificate or certificates has or have been delivered to
the Euroclear Operator or Clearstream, as the case may be, pursuant to the terms
of this Indenture.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    On or
prior to the Exchange Date, the Company shall deliver to the Trustee (or such
other agent as may be specified as the Company’s agent for such purpose pursuant
to Section 3.01) definitive Debt Securities in an aggregate principal amount
equal to the principal amount of such temporary Global Note, executed by the
Company. At any time, on or after the Exchange Date, upon 30 days’ notice to the
Trustee (and such other agents as may be specified for such purpose pursuant to
Section 3.01) by the Euroclear Operator or Clearstream, as the case may be,
acting at the request of or on behalf of the beneficial owner, a Debt Security
represented by a temporary Global Note or a permanent Global Note, as the case
may be, may be exchanged, in whole or from time to time in part, for definitive
Debt Securities without charge and the Trustee (or such agent) shall
authenticate and deliver, in exchange for each portion of such temporary Global
Note or such permanent Global Note, an equal aggregate principal amount of
definitive Debt Securities of the same series of authorized denominations and of
a like Stated Maturity and with like terms and conditions, as the portion of
such temporary Global Note or such permanent Global Note to be exchanged, which,
unless the Debt Securities of the series are not issuable both as Bearer
Securities and as Registered Securities, as contemplated by Section 3.01, shall
be in the form of Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof; provided,
however, that definitive Bearer Securities shall be delivered in exchange for a
portion of the temporary Global Note or the permanent Global Note only in
compliance with the requirements of the second preceding paragraph. On or prior
to the forty-fifth day following receipt by the Trustee (and such agent as may
be specified as the Company’s agent for such purpose pursuant to Section 3.01)
of such notice with respect to a Debt Security, or, if such day is not a
Business Day, the next succeeding Business Day, the temporary Global Note or the
permanent Global Note, as the case may be, shall be surrendered by the Common
Depositary to the Trustee (or such other agent as may be specified as the
Company’s agent for such purpose pursuant to Section 3.01), as the Company’s
agent for such purpose, to be exchanged, in whole or from time to time in part,
for definitive Debt Securities without charge following such surrender, upon the
request of the Euroclear Operator or Clearstream, as the case may be, and the
Trustee (or such agent) shall (1) endorse the applicable temporary Global Note
or the permanent Global Note to reflect the reduction of its principal amount by
the aggregate principal amount of such Debt Security, (2) cause the terms of
such Debt Security and Coupons, if any, to be entered on a definitive Debt
Security, (3) manually authenticate such definitive Debt Security, and (4) if a
Bearer Security is to be delivered, deliver such definitive Debt Security
outside the United States to the Euroclear Operator or Clearstream, as the case
may be, for or on behalf of the beneficial owner thereof, in exchange for a
portion of such temporary Global Note or the permanent Global Note.

     

    Unless
otherwise specified in such temporary Global Note or the permanent Global Note,
any such exchange shall be made free of charge to the beneficial owners of such
temporary Global Note or the permanent Global Note, except that a Person
receiving definitive Debt Securities must bear the cost of insurance, postage,
transportation and the like in the event that such Person does not take delivery
of such definitive Debt Securities in person at the offices of the Euroclear
Operator or Clearstream. Definitive Debt Securities in bearer form to be
delivered in exchange for any portion of a temporary Global Note or the
permanent Global Note shall be delivered only outside the United States.
Notwithstanding the foregoing, in the event of redemption or acceleration of all
or any part of a temporary Global Note prior to the Exchange Date, a permanent
Global Note or definitive Bearer Securities, as the case may be, will not be
issuable in respect of such temporary Global Note or such portion thereof, and
payment thereon will instead be made as provided in such temporary Global
Note.

     

    Until
exchanged in full as hereinabove provided, any temporary Global Note or the
permanent Global Note shall in all respects be entitled to the same benefits
under this Indenture as definitive Debt Securities of the same series and tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 3.01, interest payable on such temporary Global Note
on an Interest Payment Date for Debt Securities of such series occurring prior
to the applicable Exchange Date shall be payable to the Euroclear Operator or
Clearstream on such Interest Payment Date upon delivery by the Euroclear
Operator or Clearstream to the Trustee (or such agent as may be specified
pursuant to Section 3.01) of a certificate or certificates substantially in the
form set forth in Exhibit B to this Indenture, for credit without further
interest on or after such Interest Payment Date to the respective accounts of
the Persons who are the beneficial owners of such temporary Global Note on such
Interest Payment Date and who have each delivered to the Euroclear Operator or
Clearstream, as the case may be, a certificate substantially in the form set
forth in Exhibit A to this Indenture.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    Any
definitive Bearer Security authenticated and delivered by the Trustee (or such
agent) in exchange for a portion of a temporary Global Note or the permanent
Global Note shall not bear a coupon for any interest which shall theretofore
have been duly paid by the Trustee to the Euroclear Operator or Clearstream, or
by the Company to the Trustee (or such agent) in accordance with the provisions
of this Section 3.04.

     

    With
respect to Exhibits A and B to this Indenture, the Company may, in its
discretion and if required or desirable under applicable law, substitute one or
more other forms of such Exhibits for such Exhibits, eliminate the requirement
that any or all certificates be provided, or change the time that any
certificate may be required, provided that such substitute form or forms or
notice of elimination or change of such certification requirement have
theretofore been delivered to the Trustee (and any agent of the Company
appointed pursuant to Section 3.01 and referred to above) with a Company Request
and such form or forms, elimination or change is reasonably acceptable to the
Trustee (and any such agent).

     

    (c)          If
the Company shall establish pursuant to Section 3.01 that the Registered
Securities of a series are to be issued in whole or in part in the form of one
or more Global Notes, then the Company shall execute and the Trustee shall, in
accordance with Section 3.03 and the Company Order with respect to such series,
authenticate and deliver one or more Global Notes in temporary or permanent form
that (i) shall represent and shall be denominated in an amount equal to the
aggregate principal amount of the Outstanding Debt Securities of such series to
be represented by one or more Global Notes, (ii) shall be registered in the name
of the U.S. Depositary for such Global Note or Notes or the nominee of such
depositary, and (iii) shall bear a legend substantially to the following
effect:

     

    “This
Debt 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, unless and until
this Debt Security is exchanged in whole or in part for Debt Securities in
definitive form.”

     

    Notwithstanding
any other provision of this Section or Section 3.05, unless and until it is
exchanged in whole or in part for Registered Securities in definitive form, a
Global Note representing all or a portion of the Registered Securities of a
series may not be transferred except as a whole by the U.S. Depositary for such
series to a nominee of such depositary or by a nominee of such depositary to
such depositary or another nominee of such depositary or by such depositary or
any such nominee to a successor U.S. Depositary for such series or a nominee of
such successor depositary.


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    If at any
time the U.S. Depositary for the Debt Securities of a series notifies the
Company that it is unwilling or unable to continue as U.S. Depositary for the
Debt Securities of such series or if at any time the U.S. Depositary for Debt
Securities of a series shall no longer be a clearing agency registered and in
good standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, the Company shall appoint a successor U.S.
Depositary with respect to the Debt Securities of such series. If a successor
U.S. Depositary for the Debt Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such condition, the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Debt Securities
of such series, will authenticate and deliver, Registered Securities of such
series in definitive form in an aggregate principal amount equal to the
principal amount of the Global Note or Notes representing such series in
exchange for such Global Note or Notes.

     

    The
Company may at any time and in its sole discretion determine that the Registered
Securities of any series issued in the form of one or more Global Notes shall no
longer be represented by such Global Note or Notes. In such event, the Company
will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Debt Securities of such series, will
authenticate and deliver, Registered Securities of such series in definitive
form and in an aggregate principal amount equal to the principal amount of the
Global Note or Notes representing such series in exchange for such Global Note
or Notes.

     

    If the
Registered Securities of any series shall have been issued in the form of one or
more Global Notes and if an Event of Default with respect to the Debt Securities
of such series shall have occurred and be continuing, the Company will promptly
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of definitive Debt Securities of such series, will authenticate and
deliver, Registered Securities of such series in definitive form and in an
aggregate principal amount equal to the principal amount of the Global Note or
Notes representing such series in exchange for such Global Note or
Notes.

     

    If
specified by the Company pursuant to Section 3.01 with respect to Registered
Securities of a series, the U.S. Depositary for such series of Registered
Securities may surrender a Global Note for such series of Debt Securities in
exchange in whole or in part for Registered Securities of such series in
definitive form on such terms as are acceptable to the Company and such
depositary. Thereupon, the Company shall execute and the Trustee shall
authenticate and deliver, without charge:

     

    (i)           to
each Person specified by the U.S. Depositary a new Registered Security or
Securities of the same series, of any authorized denomination as requested by
such Person in an aggregate principal amount equal to and in exchange for such
Person’s beneficial interest in the Global Note; and

     

    (ii)          to
the U.S. Depositary a new Global Note in a denomination equal to the difference,
if any, between the principal amount of the surrendered Global Note and the
aggregate principal amount of Registered Securities delivered to Holders
thereof.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    Upon the
exchange of a Global Note for Registered Securities in definitive form, such
Global Note shall be canceled by the Trustee. Debt Securities issued in exchange
for a Global Note pursuant to this subsection (c) shall be registered in such
names and in such authorized denominations as the U.S. Depositary for such
Global Note, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt
Securities to the Persons in whose names such Debt Securities are so
registered.

     

    
      	
              Section
      3.05

            	
              Registration, Transfer
      and Exchange.

            


    

     

    (a)          The
Company shall cause to be kept at the Corporate Trust Office of the Trustee (or
such other office designated under Section 3.01) a register (the registers
maintained in such office and in any other office or agency of the Company in a
Place of Payment being herein sometimes collectively referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Securities and of transfers and exchanges of Registered Securities. The Trustee
is hereby appointed “Security Registrar” for the purpose of registering
Registered Securities and registering transfers and exchanges of Registered
Securities as herein provided; provided, however, that the Company may appoint
co-Security Registrars.

     

    Upon
surrender for registration of transfer of any Registered Security of any series
at the office or agency of the Company maintained for such purpose, the Company
shall execute, and the Trustee or an Authenticating Agent shall authenticate and
deliver, in the name of the designated transferee, one or more new Registered
Securities of the same series of like aggregate principal amount of such
denominations as are authorized for Registered Securities of such series and of
a like Stated Maturity and with like terms and conditions.

     

    Except as
otherwise provided in Section 3.04 and this Section 3.05, at the option of the
Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series of like aggregate principal amount and
of a like Stated Maturity and with like terms and conditions, upon surrender of
the Registered Securities to be exchanged at such office or agency. Whenever any
Registered Securities are surrendered for exchange, the Company shall execute,
and the Trustee shall authenticate and deliver, the Registered Securities which
the Holder making the exchange is entitled to receive.

     

    (b)          If
and to the extent specified pursuant to Section 3.01, the provisions of this
Section 3.05(b) shall be applicable to Debt Securities of any series which are
Bearer Securities. At the option of the Holder thereof, to the extent permitted
by law, any Bearer Security of any series which by its terms is registrable as
to principal and interest may be exchanged for a Registered Security of such
series of like aggregate principal amount and of a like Stated Maturity and with
like terms and conditions upon surrender of such Bearer Security at the
Corporate Trust Office or at any other office or agency of the Company
designated pursuant to Section 3.01 for the purpose of making any such
exchanges. Any Coupon Security surrendered for exchange shall be surrendered
with all unmatured Coupons and any matured Coupons in default attached thereto.
If the Holder of a Bearer Security is unable to produce any such unmatured
Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee or an Authenticating Agent if there is furnished to them
such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Bearer Security shall
surrender to any Paying Agent any such missing Coupon in respect of which such a
payment shall have been made, such Holder shall be entitled to receive the
amount of such payment; provided, however, that except as otherwise provided in
Section 12.03, 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 and of a like Stated Maturity and
with like terms and conditions after the close of business at such office or
agency on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the Coupon relating to such Interest Payment Date
or proposed date for payment, as the case may be (or, if such Coupon is so
surrendered with such Bearer Security, such Coupon shall be returned to the
Person so surrendering the Bearer Security), and interest or Defaulted Interest,
as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such Coupon when due in accordance with the provisions of this
Indenture. The Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Security or Securities which the Holder making the
exchange is entitled to receive.


    
      
         


      

      
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    Notwithstanding
the foregoing, the exchange of Bearer Securities for Registered Securities will
be subject to the provisions of United States income tax laws and regulations
applicable to Debt Securities in effect at the time of such
exchange.

     

    (c)          Except
as otherwise specified pursuant to Section 3.01, in no event may Registered
Securities, including Registered Securities received in exchange for Bearer
Securities, be exchanged for Bearer Securities.

     

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

     

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

     

    No
service charge will be made for any transfer or exchange of Debt Securities
except as provided in Section 3.04(b) or 3.06. The Company and the Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration, transfer or
exchange of Debt Securities, other than those expressly provided in this
Indenture to be made at the Company’s own expense or without expense or without
charge to the Holders.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    The
Company shall not be required (i) to register, transfer or exchange Debt
Securities of any series during a period beginning at the opening of business 15
days before the day of the transmission of a notice of redemption of Debt
Securities of such series selected for redemption under Section 13.03 and ending
at the close of business on the day of such transmission, or (ii) to register,
transfer or exchange any Debt Security so selected for redemption in whole or in
part, except the unredeemed portion of any Debt Security being redeemed in
part.

     

    
      	
              Section
      3.06

            	
              Mutilated, Destroyed,
      Lost and Stolen Debt
Securities.

            


    

     

    If (i)
any mutilated Debt Security or any mutilated Coupon with the Coupon Security to
which it appertains (and all unmatured Coupons attached thereto) is surrendered
to the Trustee or Authenticating Agent, or (ii) the Company and the Trustee or
Authenticating Agent receive evidence to their satisfaction of the destruction,
loss or theft of any Debt Security or any Coupon, and there is delivered to the
Company and the Trustee or Authenticating Agent such security or indemnity as
may be required by them to save each of them and any Paying Agent harmless, and
neither the Company nor the Trustee receives notice that such Debt Security or
Coupon has been acquired by a bona fide purchaser, then the Company shall
execute and upon Company Request the Trustee or Authenticating Agent shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Debt Security or in exchange for the Coupon Security
to which such mutilated, destroyed, lost or stolen Coupon appertained, a new
Debt Security of the same series of like Stated Maturity and with like terms and
conditions and like principal amount, bearing a number not contemporaneously
Outstanding, and, in the case of a Coupon Security, with such Coupons attached
thereto that neither gain nor loss in interest shall result from such exchange
or substitution.

     

    In case
any such mutilated, destroyed, lost or stolen Debt Security or Coupon has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Debt Security, pay the amount due on such Debt Security
or Coupon in accordance with its terms; provided, however, that principal of
(and premium, if any) and any interest on Bearer Securities shall, except as
otherwise provided in Section 12.03, be payable only at an office or agency
located outside the United States and, unless otherwise specified as
contemplated by Section 3.01 or except as otherwise provided in this Section
3.06, any interest on Bearer Securities shall be payable only upon presentation
and surrender of the Coupons appertaining thereto.

     

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

     

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


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    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 Debt Securities or Coupons.

     

    
      	
              Section
      3.07

            	
              Payment of Interest;
      Interest Rights Preserved.

            


    

     

    (a)          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 such Registered Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
notwithstanding the cancellation of such Registered Security upon any transfer
or exchange subsequent to the Regular Record Date. Unless otherwise specified as
contemplated by Section 3.01 with respect to the Debt Securities of any series,
payment of interest on Registered Securities shall be made at the place or
places specified pursuant to Section 3.01 or, at the option of the Company, by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or, if provided pursuant to Section 3.01, by
wire transfer to an account designated by the Registered Holder.

     

    (b)          Interest
on any Coupon Security which is payable and is punctually paid or duly provided
for on any Interest Payment Date shall, except as otherwise provided in Section
12.03, be paid to the Holder of the Coupon which has matured on such Interest
Payment Date upon surrender of such Coupon on such Interest Payment Date at an
office or agency of the Company in a Place of Payment located outside the United
States specified pursuant to Section 3.01.

     

    Interest
on any Bearer Security (other than a Coupon Security) which is payable and is
punctually paid or duly provided for on any Interest Payment Date shall be paid
to the Holder of the Bearer Security upon presentation of such Bearer Security
and notation thereon on such Interest Payment Date at an office or agency of the
Company in a Place of Payment located outside the United States specified
pursuant to Section 3.01.

     

    Unless
otherwise specified pursuant to Section 3.01, at the direction of the Holder of
any Bearer Security or Coupon payable in Dollars, payment on such Bearer
Security or Coupon will be made by check or, if agreeable to the Trustee (or the
Paying Agent specified pursuant to Section 3.01), by wire transfer to a Dollar
account maintained by such Holder outside the United States. If such payment at
the offices of all Paying Agents outside the United States becomes illegal or is
effectively precluded because of the imposition of exchange controls or similar
restrictions on the full payment or receipt of such amounts in Dollars, the
Company will appoint an office or agent in the United States at which such
payment may be made. Unless otherwise specified pursuant to Section 3.01, at the
direction of the Holder of any Bearer Security or Coupon payable in a Foreign
Currency, payment on such Bearer Security or Coupon will be made by a check
drawn on a bank outside the United States or, if acceptable to the Trustee or
such Paying Agent, by wire transfer to an appropriate account maintained by such
Holder outside the United States. Except as provided in this paragraph, no
payment on any Bearer Security or Coupon will be made by mail to an address in
the United States or by wire transfer to an account in the United
States.


    
      
         


      

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

     

    (1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names such Registered Securities (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall, at least 25 days prior to the date of the proposed
payment, notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Registered Security and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money in the Currency or Currency Unit in which the Debt
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.01 or 3.10) equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this clause provided. Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest which
date shall be not more than 20 days and not less than 10 days prior to the date
of the proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first class postage
prepaid, to the Holders of such Registered Securities at their addresses as they
appear in the Security Register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names such Registered Securities
(or their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause (2).

     

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

     

    (d)          Any
Defaulted Interest payable in respect of Bearer Securities of any series shall
be payable pursuant to such procedures as may be satisfactory to the Trustee in
such manner that there is no discrimination between the Holders of Registered
Securities (if any) and Bearer Securities of such series, and notice of the
payment date therefor shall be given by the Trustee, in the name and at the
expense of the Company, in the manner provided in Section 1.05 not more than 20
days and not less than 10 days prior to the date of the proposed
payment.


    
      
         


      

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

     

    
      	
              Section
      3.08

            	
              Cancellation.

            


    

     

    Unless
otherwise specified pursuant to Section 3.01 for Debt Securities of any series,
all Debt Securities surrendered for payment, redemption, transfer, exchange or
credit against any sinking fund and all Coupons surrendered for payment or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee. All Registered Securities and matured Coupons so
delivered shall be promptly canceled by the Trustee. All Bearer Securities and
unmatured Coupons so delivered shall be held by the Trustee and, upon
instruction by the Company Order, shall be canceled or held for reissuance.
Bearer Securities and unmatured Coupons held for reissuance may be reissued only
in exchange for Bearer Securities of the same series and of like Stated Maturity
and with like terms and conditions pursuant to Section 3.05 or in replacement of
mutilated, lost, stolen or destroyed Bearer Securities of the same series and of
like Stated Maturity and with like terms and conditions or the related Coupons
pursuant to Section 3.06. All Bearer Securities and unmatured Coupons held by
the Trustee pending such cancellation or reissuance shall be deemed to be
delivered for cancellation for all purposes of this Indenture and the Debt
Securities. The Company may at any time deliver to the Trustee for cancellation
any Debt Securities or Coupons previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and the Company
may deliver to the Trustee (or to any other Person for delivery to the Trustee)
for cancellation any Debt Securities previously authenticated hereunder which
the Company has not issued, and all Debt Securities or Coupons so delivered
shall be promptly canceled by the Trustee. No Debt Securities or Coupons shall
be authenticated in lieu of or in exchange for any Debt Securities or Coupons
canceled as provided in this Section, except as expressly permitted by this
Indenture. All canceled Debt Securities and Coupons held by the Trustee shall be
destroyed by the Trustee in accordance with its customary procedures and a
certificate of destruction shall be delivered to the Company upon Company
Request. The acquisition of any Debt Securities or Coupons by the Company shall
not operate as a redemption or satisfaction of the indebtedness represented
thereby unless and until such Debt Securities or Coupons are surrendered to the
Trustee for cancellation. In the case of any temporary Global Note which shall
be destroyed if the entire aggregate principal amount of the Debt Securities
represented thereby has been exchanged, the certificate of destruction shall
state that all certificates required pursuant to Section 3.04 hereof and
substantially in the form of Exhibit B hereto, to be given by the Euroclear
Operator or Clearstream, have been duly presented to the Trustee by the
Euroclear Operator or Clearstream, as the case may be. Permanent Global Notes
shall not be destroyed until exchanged in full for definitive Debt Securities or
until payment thereon is made in full.

     

    
      	
              Section
      3.09

            	
              Computation of
      Interest.

            


    

     

    Except as
otherwise specified pursuant to Section 3.01 for Debt Securities of any series,
interest on the Debt Securities of each series shall be computed on the basis of
a 360 day year of twelve 30 day months.


    
      
         


      

      
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              Section
      3.10

            	
              Currency of Payments
      in Respect of Debt
Securities.

            


    

     

    (a)          Except
as otherwise specified pursuant to Section 3.01 for Bearer Securities of any
series, payment of the principal of (and premium, if any) and interest on Bearer
Securities of such series denominated in any Currency will be made in such
Currency.

     

    (b)          With
respect to Registered Securities of any series not permitting the election
provided for in paragraph (c) below or the Holders of which have not made the
election provided for in paragraph (c) below, except as provided in paragraph
(e) below, payment of the principal of (and premium, if any) and any interest on
any Registered Security of such series will be made in the Currency in which
such Registered Security is payable.

     

    (c)          It
may be provided pursuant to Section 3.01 with respect to the Registered
Securities of any series that Holders shall have the option, subject to
paragraphs (e) and (f) below, to receive payments of principal of (and premium,
if any) and any interest on such Registered Securities in any of the Currencies
which may be designated for such election by delivering to the Trustee a written
election, to be in form and substance reasonably satisfactory to the Trustee,
not later than the close of business on the Election Date immediately preceding
the applicable payment date. If a Holder so elects to receive such payments in
any such Currency, such election will remain in effect for such Holder or any
transferee of such Holder until changed by such Holder or such transferee by
written notice to the Trustee (but any such change must be made not later than
the close of business on the Election Date immediately preceding the next
payment date to be effective for the payment to be made on such payment date and
no such change or election may be made with respect to payments to be made on
any Registered Security of such series with respect to which an Event of Default
has occurred or notice of redemption has been given by the Company pursuant to
Article Thirteen). Any Holder of any such Registered Security who shall not have
delivered any such election to the Trustee by the close of business on the
applicable Election Date will be paid the amount due on the applicable payment
date in the relevant Currency as provided in paragraph (b) of this Section
3.10.

     

    (d)          If
the election referred to in paragraph (c) above has been provided for pursuant
to Section 3.01, then not later than the fourth Business Day after the Election
Date for each payment date, the Trustee or agent appointed pursuant to Section
3.01 will deliver to the Company a written notice specifying, in the Currency in
which each series of the Registered Securities is payable, the respective
aggregate amounts of principal of (and premium, if any) and any interest on the
Registered Securities to be paid on such payment date, specifying the amounts so
payable in respect of the Registered Securities as to which the Holders of
Registered Securities denominated in any Currency shall have elected to be paid
in another Currency as provided in paragraph (c) above. If the election referred
to in paragraph (c) above has been provided for pursuant to Section 3.01 and if
at least one Holder has made such election, then, on the second Business Day
preceding each payment date, the Company will deliver to the Trustee an Exchange
Rate Officer’s Certificate in respect of the Currency payments to be made on
such payment date. The Currency amount receivable by Holders of Registered
Securities who have elected payment in a Currency as provided in paragraph (c)
above shall be determined by the Company on the basis of the applicable Market
Exchange Rate in effect on the third Business Day (the “Valuation Date”)
immediately preceding each payment date.


    
      
         


      

      
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    (e)          If
a Conversion Event occurs with respect to a Foreign Currency or any other
Currency Unit in which any of the Debt Securities are denominated or payable
other than pursuant to an election provided for pursuant to paragraph (c) above,
then with respect to each date for the payment of principal of (and premium, if
any) and any interest on the applicable Debt Securities denominated or payable
in such Foreign Currency or such other Currency Unit occurring after the last
date on which such Foreign Currency or such other Currency Unit was used (the
“Conversion Date”), the Dollar shall be the Currency of payment for use on each
such payment date. The Dollar amount to be paid by the Company to the Trustee
and by the Trustee or any Paying Agent to the Holders of such Debt Securities
with respect to such payment date shall be the Dollar Equivalent of the Foreign
Currency or, in the case of a Currency Unit, the Dollar Equivalent of the
Currency Unit, in each case as determined by the Currency Determination Agent,
in the manner provided in paragraph (g) or (h) below.

     

    (f)          If
the Holder of a Registered Security denominated in any Currency shall have
elected to be paid in another Currency as provided in paragraph (c) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder shall
receive payment in the Currency in which payment would have been made in the
absence of such election. If a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in paragraph (e) of
this Section 3.10.

     

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

     

    (h)          The
“Dollar Equivalent of the Currency Unit” shall be determined by the Currency
Determination Agent, and subject to the provisions of paragraph (i) below, shall
be the sum of each amount obtained by converting the Specified Amount of each
Component Currency into Dollars at the Market Exchange Rate for such Component
Currency on the Valuation Date with respect to each payment.

     

    (i)          
For purposes of this Section 3.10 the following terms shall have the following
meanings:

     

    A
“Component Currency” shall mean any Currency which, on the Conversion Date, was
a component Currency of the relevant Currency Unit.


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    A
“Specified Amount” of a Component Currency shall mean the number of units of
such Component Currency or fractions thereof which were represented in the
relevant Currency Unit on the Conversion Date. If after the Conversion Date the
official unit of any Component Currency is altered by way of combination or
subdivision, the Specified Amount of such Component Currency shall be divided or
multiplied in the same proportion. If after the Conversion Date two or more
Component Currencies are consolidated into a single Currency, the respective
Specified Amounts of such Component Currencies shall be replaced by an amount in
such single Currency equal to the sum of the respective Specified Amounts of
such consolidated Component Currencies expressed in such single Currency, and
such amount shall thereafter be a Specified Amount and such single Currency
shall thereafter be a Component Currency. If after the Conversion Date any
Component Currency shall be divided into two or more Currencies, the Specified
Amount of such Component Currency shall be replaced by amounts of such two or
more Currencies with appropriate Dollar equivalents at the Market Exchange Rate
on the date of such replacement equal to the Dollar equivalent of the Specified
Amount of such former Component Currency at the Market Exchange Rate on such
date, and such amounts shall thereafter be Specified Amounts and such Currencies
shall thereafter be Component Currencies. If after the Conversion Date of the
relevant Currency Unit, a Conversion Event (other than any event referred to
above in this definition of “Specified Amount”) occurs with respect to any
Component Currency of such Currency Unit, the Specified Amount of such Component
Currency shall, for purposes of calculating the Dollar Equivalent of the
Currency Unit, be converted into Dollars at the Market Exchange Rate in effect
on the Valuation Date of such Component Currency.

     

     “Election
Date” shall mean the record date with respect to any payment date, and with
respect to the Maturity shall mean the record date (if within 16 or fewer days
prior to the Maturity) immediately preceding the Maturity, and with respect to
any series of Debt Securities whose record date immediately preceding the
Maturity is more than 16 days prior to the Maturity or any series of Debt
Securities for which no record dates are provided with respect to interest
payments, shall mean the date which is 16 days prior to the
Maturity.

     

    (j)          
All decisions and determinations of the Currency Determination Agent, if any,
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit and the Market Exchange Rate shall be in its sole
discretion and shall, in the absence of manifest error, be conclusive for all
purposes and irrevocably binding upon the Company and all Holders of the Debt
Securities denominated or payable in the relevant Currency. In the event of a
Conversion Event with respect to a Foreign Currency, the Company, after learning
thereof, will immediately give written notice thereof to the Trustee (and the
Trustee will promptly thereafter give notice in the manner provided in Section
1.05 to the Holders) specifying the Conversion Date. In the event of a
Conversion Event with respect to any Currency Unit in which Debt Securities are
denominated or payable, the Company, after learning thereof, will immediately
give written notice thereof to the Trustee (and the Trustee will promptly
thereafter give written notice in the manner provided in Section 1.05 to the
Holders) specifying the Conversion Date and the Specified Amount of each
Component Currency on the Conversion Date. In the event of any subsequent change
in any Component Currency as set forth in the definition of Specified Amount
above, the Company, after learning thereof, will similarly give written notice
to the Trustee. The Trustee shall be fully justified and protected in relying
and acting upon information received by it from the Company and the Currency
Determination Agent, if any and may, notwithstanding any other provision of this
Indenture, conclusively assume that no Conversion Event or other event of which
it is entitled to notice hereunder has occurred unless it receives written
notice thereof as provided herein, and shall not otherwise have any duty or
obligation to determine such information independently.


    
      
         


      

      
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    (k)          For
purposes of any provision of this Indenture where the Holders of Outstanding
Debt Securities may perform an Act which requires that a specified percentage of
the Outstanding Debt Securities of all series perform such Act and for purposes
of any decision or determination by the Trustee of amounts due and unpaid for
the principal (and premium, if any) and interest on the Debt Securities of all
series in respect of which moneys are to be disbursed ratably, the principal of
(and premium, if any) and interest on the Outstanding Debt Securities
denominated in a Foreign Currency will be the amount in Dollars based upon the
Market Exchange Rate for Debt Securities of such series, as of the date for
determining whether the Holders entitled to perform such Act have performed it,
or as of the Business Day immediately prior to the date of such decision or
determination by the Trustee, as the case may be.

     

    
      	
              Section
      3.11

            	
              Judgments.

            


    

     

    If for
the purpose of obtaining a judgment in any court with respect to any obligation
of the Company hereunder or under any Debt Security, it shall become necessary
to convert into any other Currency any amount in the Currency due hereunder or
under such Debt Security, then such conversion shall be made at the Market
Exchange Rate as in effect on the date the Company shall make payment to any
Person in satisfaction of such judgment. If pursuant to any such judgment,
conversion shall be made on a date other than the date payment is made and there
shall occur a change between such Market Exchange Rate and the Market Exchange
Rate as in effect on the date of payment, the Company agrees to pay such
additional amounts (if any) as may be necessary to ensure that the amount paid
is equal to the amount in such other Currency which, when converted at the
Market Exchange Rate as in effect on the date of payment or distribution, is the
amount then due hereunder or under such Debt Security. Any amount due from the
Company under this Section 3.11 shall be due as a separate debt and is not to be
affected by or merged into any judgment being obtained for any other sums due
hereunder or in respect of any Debt Security. In no event, however, shall the
Company be required to pay more in the Currency or Currency Unit due hereunder
or under such Debt Security at the Market Exchange Rate as in effect when
payment is made than the amount of Currency stated to be due hereunder or under
such Debt Security so that in any event the Company’s obligations hereunder or
under such Debt Security will be effectively maintained as obligations in such
Currency, and the Company shall be entitled to withhold (or be reimbursed for,
as the case may be) any excess of the amount actually realized upon any such
conversion over the amount due and payable on the date of payment or
distribution.

     

    
      	
              Section
      3.12

            	
              Exchange Upon
      Default.

            


    

     

    If
default is made in the payments referred to in Section 12.01, the Company hereby
undertakes that upon presentation and surrender of a permanent Global Note to
the Trustee (or to any other Person or at any other address as the Company may
designate in writing), on any Business Day on or after the maturity date thereof
the Company will issue and, upon receipt of a Company Order, the Trustee will
authenticate and deliver to the bearer of such permanent Global Note duly
executed and authenticated definitive Debt Securities with the same issue date
and maturity date as set out in such permanent Global Note.

     

    
      	
              Section
      3.13

            	
              CUSIP
      Numbers.

            


    

     

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


    
      
         


      

      
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    ARTICLE
IV


     

    SATISFACTION
AND DISCHARGE

     

    
      	
              Section
      4.01

            	
              Satisfaction and
      Discharge of Indenture.

            


    

     

    This
Indenture, with respect to the Debt Securities of any series (if all series
issued under this Indenture are not to be affected), shall, upon Company
Request, cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange or conversion of such Debt Securities
herein expressly provided for or expressly provided in the terms of the Debt
Securities of such series pursuant to Section 3.01, and rights to receive
payments of principal (and premium, if any) and interest on such Debt
Securities) and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture,
when

     

    (1)          either

     

    (A)           all
Debt Securities and the Coupons, if any, of such series theretofore
authenticated and delivered (other than (i) Debt Securities and Coupons of such
series which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 3.06, (ii) Coupons appertaining to Bearer Securities
surrendered for exchange for Registered Securities and maturing after such
exchange, whose surrender is not required or has been waived under Section 3.05,
(iii) Coupons appertaining to Bearer Securities called for redemption and
maturing after the relevant Redemption Date, whose surrender has been waived as
provided in Section 13.06, and (iv) Debt Securities and Coupons of such series
for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 12.04) have been delivered to
the Trustee for cancellation; or

     

    (B)           all
Debt Securities and the Coupons, if any, of such series not theretofore
delivered to the Trustee for cancellation,

     

    
      	
               
      

            	
              (i)

            	
              have
      become due and payable, or

            


    

     

    
      	
               
      

            	
              (ii)

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

            


    

     

    
      	
               
      

            	
              (iii)

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

            


    


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    and the
Company, in the case of (i), (ii) or (iii) of this subclause (B), has
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust for such purpose an amount in the Currency in which such Debt
Securities are denominated (except as otherwise provided pursuant to Section
3.01 or 3.10) sufficient to pay and discharge the entire indebtedness on such
Debt Securities for principal (and premium, if any) and interest to the date of
such deposit (in the case of Debt Securities which have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be; provided,
however, in the event a petition for relief under the Federal bankruptcy laws,
as now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or other similar law, is filed with respect to the
Company within 91 days after the deposit and the Trustee is required to return
the deposited money to the Company, the obligations of the Company under this
Indenture with respect to such Debt Securities shall not be deemed terminated or
discharged;

     

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

     

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

     

    (4)          the
Company has delivered to the Trustee an Opinion of Counsel or a ruling by the
Internal Revenue Service to the effect that such deposit and discharge will not
cause Holders of the Debt Securities of the series to recognize income, gain or
loss for Federal income tax purposes.

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 6.07, the obligations of the Trustee to any
Authenticating Agent under Section 6.14, the obligations of the Company under
Section 12.01, and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 4.02 and the last paragraph of Section 12.04, shall survive. If,
after the deposit referred to in subclause (B) of clause 1 of this Section has
been made, (x) the Holder of a Debt Security is entitled to, and does, elect
pursuant to Section 3.10(c), to receive payment in a Currency other than that in
which such deposit was made, or (y) if a Conversion Event occurs with respect to
the Currency in which such deposit was made or elected to be received by the
Holder pursuant to Section 3.10(c), then the indebtedness represented by such
Debt Security shall be fully discharged to the extent that such deposit made
with respect to such Debt Security shall be converted into the Currency in which
such payment is made.

     

    
      	
              Section
      4.02

            	
              Application of Trust
      Money.

            


    

     

    Subject
to the provisions of the last paragraph of Section 12.04, all money deposited
with the Trustee pursuant to Section 4.01 shall be held in trust and applied by
it, in accordance with the provisions of the Debt Securities and Coupons, if
any, and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.


    
      
         


      

      
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    ARTICLE
V

     

    REMEDIES

     

    
      	
              Section
      5.01

            	
              Events of
      Default.

            


    

     

    “Event of
Default” wherever used herein with respect to Debt 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, pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental
body):

     

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

     

    (2)            the
commencement by the Company of a voluntary case under the Federal bankruptcy
laws, as now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or other similar law, or the consent by it to the entry
of an order for relief in an involuntary case under any such law or to the
appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or other similar official) of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of
its creditors, or the admission by it in writing of its inability to pay its
debts generally as they become due, or the taking of corporate action by the
Company in furtherance of any such action; or

     

    (3)            any
other Event of Default provided with respect to Debt Securities of that series
pursuant to Section 3.01.

     

    
      	
              Section
      5.02

            	
              Acceleration of
      Maturity; Rescission and
Annulment.

            


    

     

    If an
Event of Default with respect to Debt Securities of any series at that 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 Debt
Securities of such series may declare the principal amount (or, if any Debt
Securities of such series are Discount Securities, such portion of the principal
amount of such Discount Securities as may be specified in the terms of such
Discount Securities) of all the Debt Securities of such series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or
specified amount), plus accrued and unpaid interest (and premium, if any), shall
become immediately due and payable. Upon payment of such amount in the Currency
in which such Debt Securities are denominated (except as otherwise provided
pursuant to Section 3.01 or 3.10), all obligations of the Company in respect of
the payment of principal of the Debt Securities of such series shall
terminate.


    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    At any
time after such a declaration of acceleration with respect to Debt 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 Debt
Securities of such series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if

     

    (1)          the
Company has paid or deposited with the Trustee a sum in the Currency in which
such Debt Securities are denominated (except as otherwise provided pursuant to
Section 3.01 or 3.10) sufficient to pay

     

    (A)          all
overdue installments of interest on all Debt Securities or all overdue payments
with respect to any Coupons of such series,

     

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

     

    (C)           to
the extent that payment of such interest is lawful, interest upon overdue
installments of interest on each Debt Security of such series or upon overdue
payments on any Coupons of such series at the Overdue Rate, and

     

    (D)          all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;
provided, however, that all sums payable under this clause (D) shall be paid in
Dollars; and

     

    (2)          All
Events of Default with respect to Debt Securities of such series, other than the
nonpayment of the principal of Debt Securities of such 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
      5.03

            	
              Collection of
      Indebtedness and Suits for Enforcement by
  Trustee.

            


    

     

    The
Company covenants that if

     

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

     

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


    
      
         


      

      
        41

        
          

        

      

      
         


      

    


    (3)          default
is made in the making or satisfaction of any sinking fund payment or analogous
obligation when the same becomes due pursuant to the terms of the Debt
Securities of any series, the Company will, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Debt Securities or of such Coupons,
(i) the amount then due and payable on such Debt Securities or matured Coupons
for the principal (and premium, if any) and interest, if any, (ii) to the extent
that payment of such interest shall be legally enforceable, interest upon the
overdue principal (and premium, if any) and upon overdue installments of
interest, at the Overdue Rate, and (iii) thereafter, 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.

     

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

     

    If any
default in the payments referred to in Section 12.01 or Event of Default with
respect to Debt 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 Debt Securities and Coupons of such series 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.

     

    
      	
              Section
      5.04

            	
              Trustee May File
      Proofs of Claim.

            


    

     

    In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceedings, or any voluntary or involuntary case under the applicable Federal
or State bankruptcy, insolvency or similar law, as now or hereafter constituted,
relative to the Company or any other obligor upon the Debt Securities and
Coupons, if any, of a particular series or the property of the Company or of
such other obligor or their creditors, the Trustee (irrespective of whether the
principal of such Debt Securities shall then be due and payable as therein
expressed or by declaration of acceleration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of
overdue principal or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise,

     

    (i)           to
file and prove a claim for the whole amount of principal (or, if the Debt
Securities of such series are Discount Securities, such portion of the principal
amount as may be due and payable with respect to such series pursuant to a
declaration in accordance with Section 5.02) (and premium, if any) and interest
owing and unpaid in respect of the Debt Securities and Coupons of such series
and to file such other papers or documents and take such other actions,
including participating as a member, voting or otherwise, of any committee of
creditors appointed in the matter, as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders of such Debt Securities and Coupons allowed in
such judicial proceeding, and


    
      
         


      

      
        42

        
          

        

      

      
         


      

    


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

     

    and any
receiver, assignee, trustee, custodian, liquidator, sequestrator (or other
similar official) in any such proceeding is hereby authorized by each such
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to such Holders, 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 6.07.

     

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

     

    
      	
              Section
      5.05

            	
              Trustee May Enforce
      Claims Without Possession of Debt
  Securities.

            


    

     

    All
rights of action and claims under this Indenture or the Debt Securities and the
Coupons, if any, of any series may be prosecuted and enforced by the Trustee
without the possession of any of such Debt 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 Debt Securities or Coupons in respect of which such judgment has been
recovered.

     

    
      	
              Section
      5.06

            	
              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 (and premium, if any) or
interest, upon presentation of the Debt Securities or Coupons of any series in
respect of which money has been collected and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully
paid:

     

    FIRST: To
the payment of all amounts due the Trustee under Section 6.07.

     

    SECOND:
Subject to Article Sixteen, to the payment of the amounts then due and unpaid
for principal of (and premium, if any) and interest on the Debt Securities or
Coupons of such series, 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 Debt Securities or Coupons for
principal (and premium, if any) and interest, respectively; and


    
      
         


      

      
        43

        
          

        

      

      
         


      

    


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

     

    
      	
              Section
      5.07

            	
              Limitation on
      Suits.

            


    

     

    No Holder
of any Debt Security or Coupon of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

     

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

     

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

     

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

     

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

     

    (5)          no
direction inconsistent with such written request has been given to the Trustee
during such 60 day period by the Holders of a majority in principal amount of
the Outstanding Debt Securities of such 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 such Holders
or of the Holders of Outstanding Debt Securities or Coupons of any other series,
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.
For the protection and enforcement of the provisions of this Section 5.07, each
and every Holder of Debt Securities or Coupons of any series and the Trustee for
such series shall be entitled to such relief as can be given at law or in
equity.

     

    
      	
              Section
      5.08

            	
              Unconditional Right of
      Holders to Receive Principal, Premium and
  Interest.

            


    

     

    Notwithstanding
any other provision in this Indenture, the Holder of any Debt Security or of any
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 3.07)
interest on such Debt Security or Coupon on the respective Stated Maturity or
Maturities expressed in such Debt 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 interest thereon, and such right shall not be impaired
without the consent of such Holder.


    
      
         


      

      
        44

        
          

        

      

      
         


      

    


    
      	
              Section
      5.09

            	
              Restoration of Rights
      and Remedies.

            


    

     

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

     

    
      	
              Section
      5.10

            	
              Rights and Remedies
      Cumulative.

            


    

     

    Except as
otherwise expressly provided elsewhere in this Indenture, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     

    
      	
              Section
      5.11

            	
              Delay or Omission Not
      Waiver.

            


    

     

    No delay
or omission of the Trustee or of any Holder to exercise any right or remedy
accruing upon any Event of Default or default in the payments referred to in
Section 12.01 shall impair any such right or remedy or constitute a waiver of
any such Event of Default or default or any acquiescence therein. Every right
and remedy given by this Indenture or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Holders, as the case may be.

     

    
      	
              Section
      5.12

            	
              Control by
      Holders.

            


    

     

    The
Holders of a majority in principal amount of the Outstanding Debt 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 Debt Securities
of such series, provided, that

     

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

     

    (2)          subject
to the provisions of Section 6.01, the Trustee shall have the right to decline
to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or Responsible Officers of the Trustee, determine that the
proceeding so directed would be unjustly prejudicial to the Holders of Debt
Securities of such series not joining in any such direction;

     

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

     

    (4)          this
provision shall not affect the rights of the Trustee set forth in Section
6.01(c)(4).


    
      
         


      

      
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              Section
      5.13

            	
              Waiver of Past
      Defaults.

            


    

     

    The
Holders of not less than a majority in principal amount of the Outstanding Debt
Securities of any series may on behalf of the Holders of all the Debt Securities
of any such series waive, by notice to the Trustee and the Company, any past
default or Event of Default hereunder with respect to such series and its
consequences, except a default

     

    (1)          in
the payment of the principal of (or premium, if any) or interest on any Debt
Security of such series, or in the payment of any sinking fund installment or
analogous obligation with respect to the Debt Securities of such series,
or

     

    (2)          in
respect of a covenant or provision hereof which pursuant to Article Eleven
cannot be modified or amended without the consent of the Holder of each
Outstanding Debt 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 the Debt
Securities of such series under this Indenture, but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right
consequent thereon.

     

    
      	
              Section
      5.14

            	
              Undertaking for
      Costs.

            


    

     

    All
parties to this Indenture agree, and each Holder of any Debt Security or any
Coupon by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit other than the Trustee 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 Debt Securities of any series, or to any suit instituted by any
Holder of a Debt Security or Coupon for the enforcement of the payment of the
principal of (or premium, if any) or interest on such Debt Security or the
payment of any Coupon on or after the respective Stated Maturity or Maturities
expressed in such Debt Security or Coupon (or, in the case of redemption, on or
after the Redemption Date).

     

    
      	
              Section
      5.15

            	
              Waiver of Stay or
      Extension Laws.

            


    

     

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


    
      
         


      

      
        46

        
          

        

      

      
         


      

    

     

    ARTICLE
VI

     

    THE
TRUSTEE

     

    
      	
              Section
      6.01

            	
              Certain Duties and
      Responsibilities.

            


    

     

    (a)           Except
during the continuance of a default in the payments referred to in Section 12.01
or an Event of Default with respect to the Debt Securities of any
series,

     

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

     

    (2)           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such certificates
or opinions which by any provisions 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 a default in the payments referred to in Section 12.01 or an Event of
Default with respect to Debt Securities of any series has occurred and is
continuing, the Trustee shall, with respect to the Debt Securities of such
series, exercise such of the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own
affairs.

     

    (c)           Subject
to Section 6.04, no provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that

     

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

     

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

     

    (3)           the
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it with respect to Debt Securities of any series in good
faith in accordance with the direction of the Holders of a majority in principal
amount of the Outstanding Debt Securities of such 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;

     

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

     

    
      
         


      

      
        47

        
          

        

      

      
         


      

    

     

    (5)           the
Trustee shall not be charged with knowledge of any default or Event of Default
or any other act or circumstance upon the occurrence of which the Trustee may be
required to take action unless a Responsible Officer of the Trustee obtains
actual knowledge of such default, Event of Default, act or circumstance or
unless written notice referencing this Indenture or the Debt Securities is
received by the Trustee at the Corporate Trust Office.

     

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

     

    
      	
              Section
      6.02

            	
              Notice of
      Defaults.

            


    

     

    Within 90
days after the occurrence of any default hereunder with respect to Debt
Securities or Coupons, if any, of any series, the Trustee shall give notice to
all Holders of Debt Securities and Coupons of such series of such default
hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment
of the principal of (or premium, if any) or interest on any Debt Security or
Coupon of such series or in the payment of any sinking fund installment with
respect to Debt Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Debt Securities and of Coupons of such series. 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 Debt Securities of such series.

     

    Notice
given pursuant to this Section 6.02 with respect to Registered Securities shall
be transmitted by mail:

     

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

     

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

     

    (3)           to
each Holder of a Debt Security of any series whose name and address appear in
the information preserved at the time by the Trustee in accordance with Section
7.02(a) of this Indenture; and

     

    (4)           to
the Company.

     

    Notice
given pursuant to this Section 6.02 with respect to Bearer Securities shall be
transmitted in the manner set forth in Section 1.05.

     

    
      
         


      

      
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              Section
      6.03

            	
              Certain Rights of
      Trustee.

            


    

     

    Except as
otherwise provided in Section 6.01:

     

    (a)           the
Trustee may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, 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 Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order and any resolution of the Board
of Directors 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 Debt 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 be under no obligation to act as Authenticating Agent, Registrar,
Paying Agent, Transfer Agent or as any other agent with respect to Foreign
Currency Debt Securities or Bearer or Coupon Debt Securities;

     

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

     

    (h)           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 (including any agent appointed pursuant to Section 3.10(j)) or attorney
appointed with due care by it hereunder.

     

    
      
         


      

      
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              Section
      6.04

            	
              Not Responsible for
      Recitals or Issuance of Debt
Securities.

            


    

     

    The
recitals contained herein and in the Debt Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Debt Securities or Coupons, if any, of any series. The Trustee shall not
be accountable for the use or application by the Company of any Debt Securities
or the proceeds thereof. The Trustee assumes no responsibility for the accuracy
of any statements in any registration statement relating to the Debt
Securities.

     

    
      	
              Section
      6.05

            	
              May Hold Debt
      Securities.

            


    

     

    The
Trustee, any Paying Agent, the Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Debt Securities or Coupons, and, subject to Sections 6.08 and 6.13,
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Paying Agent, Security Registrar or such other
agent.

     

    
      	
              Section
      6.06

            	
              Money Held in
      Trust.

            


    

     

    Money in
any Currency held by the Trustee or any Paying Agent in trust hereunder need not
be segregated from other funds except to the extent required by law. Neither the
Trustee nor any Paying Agent shall be under any liability for interest on any
money received by it hereunder except as otherwise agreed with the
Company.

     

    
      	
              Section
      6.07

            	
              Compensation and
      Reimbursement.

            


    

     

    The
Company agrees:

     

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

     

    (2)           except
as otherwise expressly provided herein, to reimburse the Trustee in Dollars upon
its request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in connection with the administration of the trusts herein
set forth (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith;
and

     

    (3)           to
indemnify in Dollars the Trustee for, and to hold it harmless against, any loss,
liability, damage, claims, actions, suits, costs or expense, including taxes
(other than taxes based upon, measured by or determined by income of the
Trustee), of any kind and nature whatsoever incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of this trust or performance of its duties hereunder, including
the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.

     

    
      
         


      

      
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    As
security for the performance of the obligations of the Company under this
Section and in addition to its rights under Section 5.06, the Trustee shall have
a claim prior to the Debt Securities and Coupons, if any, upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the payment of amounts due on particular Debt Securities and Coupons. The fees
and expenses incurred by the Trustee in connection with any bankruptcy of the
Company shall constitute fees and expenses of administration; provided, however,
that this shall not affect the Trustee’s rights as set forth in the preceding
sentence or Section 5.06.

     

    
      	
              Section
      6.08

            	
              Disqualification;
      Conflicting Interests.

            


    

     

    (a)           If
the Trustee has or shall acquire any conflicting interest, as defined in this
Section with respect to the Debt Securities of any series, then, within 90 days
after ascertaining that it has such conflicting interest, and if the default (as
hereinafter defined) to which such conflicting interest relates has not been
cured or duly waived or otherwise eliminated before the end of such 90 day
period, the Trustee shall either eliminate such conflicting interest or, except
as otherwise provided below, resign with respect to the Debt Securities of such
series, and the Company shall take prompt steps to have a successor appointed,
in the manner and with the effect hereinafter specified in this
Article.

     

    (b)           In
the event that the Trustee shall fail to comply with the provisions of
subsection (a) of this Section with respect to the Debt Securities of any
series, the Trustee shall, within 10 days after the expiration of such 90 day
period, transmit to all Holders of Debt Securities of such series notice of such
failure.

     

    Notice
given pursuant to this Section 6.08(b) with respect to Registered Securities
shall be transmitted by mail:

     

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

     

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

     

    (3)           to
each Holder of a Debt Security of any series whose name and address appear in
the information preserved at the time by the Trustee in accordance with Section
7.02(a) of this Indenture; and

     

    (4)           to
the Company.

     

    Notice
given pursuant to this Section 6.08(b) with respect to Bearer Securities shall
be transmitted in the manner set forth in Section 1.05.

     

    (c)           For
the purposes of this Section, the Trustee shall be deemed to have a conflicting
interest with respect to the Debt Securities of any series, if there shall exist
an Event of Default (as such term is defined herein, but exclusive of any period
of grace or requirement of notice) or a default in the payments referred to in
Section 12.01 with respect to such Debt Securities and

     

    
      
         


      

      
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    (1)           the
Trustee is trustee under this Indenture with respect to the Outstanding Debt
Securities of any series other than that series or is trustee under another
indenture under which any other securities, or certificates of interest or
participation in any other securities, of the Company are outstanding, unless
such other indenture is a collateral trust indenture under which the only
collateral consists of Debt Securities issued under this Indenture, provided
that there shall be excluded from the operation of this paragraph this Indenture
with respect to the Debt Securities of any series other than that series and any
other indenture or indentures under which other securities, or certificates of
interest or participation in other securities, of the Company are outstanding,
if

     

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

     

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

     

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

     

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

     

    (4)           the
Trustee or any of its directors or executive officers is a director, officer,
partner, employee, appointee or representative of the Company, or of an
underwriter (other than the Trustee itself) for the Company who is currently
engaged in the business of underwriting, except that (i) one individual may be a
director or an executive officer, or both, of the Trustee and a director or an
executive officer, or both, of the Company but may not be at the same time an
executive officer of both the Trustee and the Company; (ii) if and so long as
the number of directors of the Trustee in office is more than nine, one
additional individual may be a director or an executive officer, or both, of the
Trustee and a director of the Company; and (iii) the Trustee may be designated
by the Company or by any underwriter for the Company to act in the capacity of
transfer agent, registrar, custodian, paying agent, fiscal agent, escrow agent,
or depositary or in any other similar capacity, or, subject to the provisions of
paragraph (1) of this subsection, to act as trustee, whether under an indenture
or otherwise;

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
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    (10)         except
under the circumstances described in paragraph (1), (3), (4), (5) or (6) of
Section 6.13(b) of this Indenture, the Trustee shall be or shall become a
creditor of the Company.

     

    For the
purposes of paragraph (1) of this subsection, the term “series of securities” or
“series” means a series, class or group of securities issuable under an
indenture pursuant to whose terms holders of one such series may vote to direct
the Trustee, or otherwise take action pursuant to a vote of such holders,
separately from holders of another series; provided, that “series of securities”
or “series” shall not include any series of securities issuable under an
indenture if all such series rank equally and are wholly unsecured.

     

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

     

    For the
purposes of paragraphs (6), (7), (8) and (9) of this subsection only, (i) the
terms “security” and “securities” shall include only such securities as are
generally known as corporate securities, but shall not include any note or other
evidence of indebtedness issued to evidence an obligation to repay moneys lent
to a person by one or more banks, trust companies or banking firms, or any
certificate of interest or participation in any such note or evidence of
indebtedness; (ii) an obligation shall be deemed to be “in default” when a
default in payment of principal shall have continued for 30 days or more and
shall not have been cured; and (iii) the Trustee shall not be deemed to be the
owner or holder of (A) any security which it holds as collateral security, as
trustee or otherwise, for an obligation which is not in default as defined in
clause (ii) above, or (B) any security which it holds as collateral security
under this Indenture, irrespective of any default hereunder, or (C) any security
which it holds as agent for collection, or as custodian, escrow agent or
depositary, or in any similar representative capacity.

     

    (d)          For
the purposes of this Section:

     

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

     

    
      
         


      

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

     

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

     

    (4)           The
term “voting security” means any security presently entitling the owner or
holder thereof to vote in the direction or management of the affairs of a
person, or any security issued under or pursuant to any trust, agreement or
arrangements whereby a trustee or trustees or agent or agents for the owner or
holder of such security are presently entitled to vote in the direction or
management of the affairs of a person.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (4)           The
term “outstanding” means issued and not held by or for the account of the
issuer. The following securities shall not be deemed outstanding within the
meaning of this definition:

     

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

     

    
      
         


      

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

     

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

     

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

     

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

     

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

     

    (f)           Except
in the case of a default in the payment of the principal of or interest on any
Debt Security of any series, or in the payment of any sinking or purchase fund
installment, the Trustee shall not be required to resign as provided by this
Section if the Trustee shall have sustained the burden of proving, on
application to the Commission and after opportunity for hearing thereon,
that:

     

    (1)           the
Event of Default or default in the payments referred to in Section 12.01 may be
cured or waived during a reasonable period and under the procedures described in
such application; and

     

    (2)           a
stay of the Trustee’s duty to resign will not be inconsistent with the interests
of Holders of the Debt Securities.

     

    The
filing of such an application shall automatically stay the performance of the
duty to resign until the Commission orders otherwise.

     

    
      	
              Section
      6.09

            	
              Corporate Trustee
      Required; Eligibility.

            


    

     

    There
shall at all times be a Trustee hereunder which shall be a corporation organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by Federal, State or District
of Columbia authority and eligible to act as Trustee hereunder in compliance
with Section 310(a)(1) of the Trust Indenture Act. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid 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. Neither the Company nor any person directly or
indirectly controlling, controlled by, or under common control with the Company
shall serve as Trustee upon any Debt Securities.

     

    
      
         


      

      
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              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 under Section 6.11.

     

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

     

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

     

    (d)           If
at any time:

     

    (1)           the
Trustee shall fail to comply with Section 6.08(a) with respect to the Debt
Securities of any series after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Debt Security of such series for at
least six months, or

     

    (2)           the
Trustee shall cease to be eligible under Section 6.09 with respect to the Debt
Securities of any series and shall fail to resign after written request therefor
by the Company or by any such Holder, or

     

    (3)           the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (i) the Company by a Board Resolution may
remove the Trustee with respect to all Debt Securities, or (ii) subject to
Section 5.14, any Holder who has been a bona fide Holder of a Debt Security of
any series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee for the Debt
Securities of such series.

     

    
      
         


      

      
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    (e)           If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Debt Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Debt
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Debt 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 Debt 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 Debt Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Debt Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to the
Debt Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the
Debt Securities of any series shall have been so appointed by the Company or the
Holders of such series and accepted appointment in the manner hereinafter
provided, any the resigning Trustee or Holder who has been a bona fide Holder of
a Debt Security of such series for at least six months may, subject to Section
5.14, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Debt Securities of such series.

     

    (f)           The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Debt Securities of any series and each appointment of a
successor Trustee with respect to the Debt Securities of any series in the
manner and to the extent provided in Section 1.05 to the Holders of Debt
Securities of such series. Each notice shall include the name of the successor
Trustee with respect to the Debt Securities of such series and the address of
its corporate trust office.

     

    
      	
              Section
      6.11

            	
              Acceptance of
      Appointment by Successor.

            


    

     

    (a)           In
the case of an appointment hereunder of a successor Trustee with respect to all
Debt Securities, each such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee, but, on request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee, and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 6.07.

     

    
      
         


      

      
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    (b)           In
case of the appointment hereunder of a successor Trustee with respect to the
Debt Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Debt 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 Debt 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 Debt 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 Debt Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in any 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 other trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
any 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 Debt Securities of that or those series to which the
appointment of such successor Trustee relates, but, on request of the Company or
any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Debt Securities of that or those series to
which the appointment of such successor Trustee relates.

     

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

     

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

     

    
      	
              Section
      6.12

            	
              Merger, Conversion,
      Consolidation or Succession to
Business.

            


    

     

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

     

    
      	
              Section
      6.13

            	
              Preferential
      Collection of Claims Against
Company.

            


    

     

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

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    (1)           an
amount equal to any and all reductions in the amount due and owing upon any
claim as such creditor in respect of principal or interest, effected after the
beginning of such three-month period and valid as against the Company and its
other creditors, except any such reduction resulting from the receipt or
disposition of any property described in paragraph (2) of this subsection, or
from the exercise of any right of set-off which the Trustee could have exercised
if a voluntary or involuntary case had been commenced in respect of the Company
under the Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or State bankruptcy, insolvency or other similar law upon the
date of such default; and

     

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

     

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

     

    (A)          to
retain for its own account (i) payments made on account of any such claim by any
Person (other than the Company) who is liable thereon, and (ii) the proceeds of
the bona fide sale of any such claim by the Trustee to a third Person, and (iii)
distributions made in cash, securities or other property in respect of claims
filed against the Company in bankruptcy or receivership or in proceedings or
reorganization pursuant to the Federal bankruptcy laws, as now or hereafter
constituted, or any other applicable Federal or State bankruptcy, insolvency or
other similar law;

     

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

     

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

     

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

     

    
      
         


      

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

     

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

     

    Any
Trustee which has resigned or been removed after the beginning of such
three-month period shall be subject to the provisions of this subsection as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such three-month period, it shall be
subject to the provisions of this subsection if and only if the following
conditions exist:

     

    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (c)           For
the purposes of this Section only:

     

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

     

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

     

    
      
         


      

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

     

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

     

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

     

    
      	
              Section
      6.14

            	
              Appointment of
      Authenticating Agent.

            


    

     

    As long
as any Debt Securities of a series remain Outstanding, upon a Company Request,
there shall be an authenticating agent (the “Authenticating Agent”) appointed,
for such period as the Company shall elect, by the Trustee for such series of
Debt Securities to act as its agent on its behalf and subject to its direction
in connection with the authentication and delivery of each series of Debt
Securities for which it is serving as Trustee. Debt Securities of each such
series authenticated by such Authenticating Agent shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by such Trustee. Wherever reference is made in this Indenture
to the authentication and delivery of Debt Securities of any series by the
Trustee for such series or to the Trustee’s Certificate of Authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee for such series by an Authenticating Agent for such series and a
Certificate of Authentication executed on behalf of such Trustee by such
Authenticating Agent. Such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States of
America or of any State thereof, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$5,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If
at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this
Section.

     

    Any
corporation into which any 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 any Authenticating Agent shall be a party,
or any corporation succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent with respect
to all series of Debt Securities for which it served as Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee for such series or such Authenticating Agent. Any Authenticating
Agent may at any time, and if it shall cease to be eligible shall, resign by
giving written notice of resignation to the applicable Trustee and to the
Company.

     

    
      
         


      

      
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    Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time any Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 6.14 with respect to one or more or all series of
Debt Securities, the Trustee for such series shall upon Company Request appoint
a successor Authenticating Agent, and the Company shall provide notice of such
appointment to all Holders of Debt Securities of such series in the manner and
to the extent provided in Section 1.05. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent herein. The Trustee for
the Debt Securities of such series agrees to pay to the Authenticating Agent for
such series from time to time reasonable compensation for its services, and the
Trustee shall be entitled to be reimbursed for such payment, subject to the
provisions of Section 6.07. The Authenticating Agent for the Debt Securities of
any series shall have no responsibility or liability for any action taken by it
as such in good faith and without negligence at the direction of the Trustee for
such series.

     

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

     

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

     

    
      
        
          	 
      	
                      

                	
                  ,

                
	 
      	
                  As
      Trustee

                	 
      
	 
      	 
      	 
      	 
      
	
                  Dated:

                	
                  By:

                	
                     

                	 
      
	 
      	 
      	
                  As
      Authenticating Agent

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                     

                	 
      
	 
      	 
      	
                  Authorized
      Signatory

                	 
      


        

      

    

     

    ARTICLE
VII

     

    HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

     

    
      	
              Section
      7.01

            	
              Company to Furnish
      Trustee Names and Addresses of
Holders.

            


    

     

    The
Company will furnish or cause to be furnished to the Trustee with respect to
Registered Securities of each series for which it acts as Trustee:

     

    
      
         


      

      
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    (a)           semi-annually
on a date not more than 15 days after each Regular Record Date with respect to
an Interest Payment Date, if any, for the Registered Securities of such series
(or on semiannual dates in each year to be determined pursuant to Section 3.01
if the Registered Securities of such series do not bear interest), a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the Registered Holders as of the date 15 days next preceding each such Regular
Record Date (or such semiannual dates, as the case may be); and

     

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

     

    provided,
however, that if and so long as the Trustee shall be the Security Registrar for
such series, no such list need be furnished.

     

    The
Company shall also be required to furnish to the Trustee at all such times set
forth above all information in the possession or control of the Company or any
of its Paying Agents other than the Trustee as to the names and addresses of the
Holders of Bearer Securities of all series; provided, however, that the Company
shall have no obligation to investigate any matter relating to any Holders of
Bearer Securities of any series.

     

    
      	
              Section
      7.02

            	
              Preservation of
      Information; Communication to
Holders.

            


    

     

    (a)          The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.01 received by it
in the capacity of Paying Agent (if so acting) hereunder, and filed with it
within the two preceding years pursuant to Section 7.03(c)(2).

     

    The
Trustee may destroy any list furnished to it as provided in Section 7.01 upon
receipt of a new list so furnished, destroy any information received by it as
Paying Agent (if so acting) hereunder upon delivering to itself as Trustee, not
earlier than 45 days after an Interest Payment Date, a list containing the names
and addresses of the Holders obtained from such information since the delivery
of the next previous list, if any, destroy any list delivered to itself as
Trustee which was compiled from information received by it as Paying Agent (if
so acting) hereunder upon the receipt of a new list so delivered, and destroy
not earlier than two years after filing, any information filed with it pursuant
to Section 7.03(c)(2).

     

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

     

    (i)          
afford such applicants access to the information preserved at the time by the
Trustee in accordance with Section 7.02(a), or

     

    
      
         


      

      
        65

        
          

        

      

      
         


      

    

     

    (ii)           inform
such applicants as to the approximate number of Holders of Debt Securities of
such series or of all Debt Securities, as the case may be, whose names and
addresses appear in the information preserved at the time by the Trustee in
accordance with Section 7.02(a), and as to the approximate cost of mailing to
such Holders the form of proxy or other communication, specified in such
application.

     

    If the
Trustee shall elect not to afford such applicants access to such information,
the Trustee shall, upon written request of such applicants, mail to the Holders
of Debt Securities of such series or all Holders, as the case may be, whose
names and addresses appear in the information preserved at the time by the
Trustee in accordance with Section 7.02(a), a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender, the Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interests of the Holders of Debt
Securities of such series or all Holders, as the case may be, or would be in
violation of applicable law. Such written statement shall specify the basis of
such opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

     

    (c)          Every
Holder of Debt Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 7.02(b), regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing of any material pursuant to a
request made under Section 7.02(b).

     

    
      	
              Section
      7.03

            	
              Reports by
      Trustee.

            


    

     

    (a)          Within
60 days after _____ ___of each year, commencing _____ __, 20___, the Trustee
shall, to the extent required by the Trust Indenture Act, transmit to all
Holders of Debt Securities of any series with respect to which it acts as
Trustee, in the manner hereinafter provided in this Section 7.03, a brief report
dated as of such date with respect to any of the following events which may have
occurred within the previous 12 months (but if no such event has occurred within
such period no report need be transmitted):

     

    (1)           any
change to its eligibility under Section 6.09 and its qualifications under
Section 6.08;

     

    (2)           the
creation of or any material change to a relationship specified in paragraph (1)
through (10) of Section 6.08(c) of this Indenture;

     

    
      
         


      

      
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    (3)           the
character and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
which remain unpaid on the date of such report, and for the reimbursement of
which it claims or may claim a lien or charge, prior to that of the Debt
Securities of such series, on any property or funds held or collected by it as
Trustee, except that the Trustee shall not be required (but may elect) to report
such advances if such advances so remaining unpaid aggregate not more than 1/2
of 1% of the principal amount of the Outstanding Debt Securities of such series
on the date of such report;

     

    (4)           any
change to the amount, interest rate and maturity date of all other indebtedness
owing by the Company (or any other obligor on the Debt Securities of such
series) to the Trustee in its individual capacity, on the date of such report,
with a brief description of any property held as collateral security therefor,
except an indebtedness based upon a creditor relationship arising in any manner
described in Section 6.13(b)(2), (3), (4) or (6);

     

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

     

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

     

    (7)           any
action taken by the Trustee in the performance of its duties hereunder which it
has not previously reported and which in its opinion materially affects the Debt
Securities of such series, except action in respect of a default, notice of
which has been or is to be withheld by the Trustee in accordance with Section
6.02.

     

    (b)          The
Trustee shall transmit by mail to all Holders of Debt Securities of any series
(whose names and addresses appear in the information preserved at the time by
the Trustee in accordance with Section 7.02 (a)) for which it acts as the
Trustee, as hereinafter provided, a brief report with respect to the character
and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of
execution of this Indenture) for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Debt Securities of such series, on
property or funds held or collected by it as Trustee, and which it has not
previously reported pursuant to this subsection, except that the Trustee for
each series shall not be required (but may elect) to report such advances if
such advances remaining unpaid at any time aggregate 10% or less of the
principal amount of the Debt Securities of such series Outstanding at such time,
such report to be transmitted within 90 days after such time.

     

    (c)          Reports
pursuant to this Section 7.03 with respect to Registered Securities shall be
transmitted by mail:

     

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

     

    
      
         


      

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

     

    (3)           except
in the cases of reports pursuant to subsection (b) of this Section 7.03, to each
Holder of a Debt Security of any series whose name and address appear in the
information preserved at the time by the Trustee in accordance with Section
7.02(a).

     

    Reports
pursuant to this Section 7.03 with respect to Bearer Securities shall be
published in accordance with Section 1.05.

     

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

     

    
      	
              Section
      7.04

            	
              Reports by
      Company.

            


    

     

    The
Company will:

     

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

     

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

     

    (3)           transmit
to all Holders of Debt Securities, in the manner and to the extent provided in
Section 7.03, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the
Company pursuant to paragraphs (1) and (2) of this Section as may be required by
rules and regulations prescribed from time to time by the
Commission.

     

    
      
         


      

      
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    ARTICLE
VIII

     

    CONCERNING
THE HOLDERS

     

    
      	
              Section
      8.01

            	
              Acts of
      Holders.

            


    

     

    Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent or proxy duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee, and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Whenever in this Indenture it is provided that
the Holders of a specified percentage in aggregate principal amount of the
Outstanding Debt Securities of any series may take any Act, the fact that the
Holders of such specified percentage have joined therein may be evidenced (a) by
the instrument or instruments executed by Holders in person or by agent or proxy
appointed in writing, or (b) by the record of Holders voting in favor thereof at
any meeting of such Holders duly called and held in accordance with the
provisions of Article Nine, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Holders.

     

    
      	
              Section
      8.02

            	
              Proof of Ownership;
      Proof of Execution of Instruments by
  Holder.

            


    

     

    The
ownership of Registered Securities of any series shall be proved by the Security
Register for such series or by a certificate of the Security Registrar for such
series.

     

    The
ownership of Bearer Securities shall be proved by production of such Bearer
Securities or by a certificate executed by any bank or trust company, which
certificate shall be dated and shall state that on the date thereof a Bearer
Security bearing a specified identifying number or other mark was deposited with
or exhibited to the person executing such certificate by the person named in
such certificate, or by any other proof of possession reasonably satisfactory to
the Trustee. The holding by the person named in any such certificate of any
Bearer Security specified therein shall be presumed to continue for a period of
one year unless at the time of determination of such holding (1) another
certificate bearing a later date issued in respect of the same Bearer Security
shall be produced, (2) such Bearer Security shall be produced by some other
person, (3) such Bearer Security shall have been registered on the Security
Register, if, pursuant to Section 3.01, such Bearer Security can be so
registered, or (4) such Bearer Security shall have been canceled or
paid.

     

    Subject
to the provisions of Sections 6.01, 6.03 and 9.05, proof of the execution of a
writing appointing an agent or proxy and of the execution of any instrument by a
Holder or his agent or proxy shall be sufficient and conclusive in favor of the
Trustee and the Company if made in the following manner:

     

    
      
         


      

      
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    The fact
and date of the execution by any such person of any instrument may be proved by
the certificate of any notary public, or other officer authorized to take
acknowledgments of deeds, that the person executing such instrument acknowledged
to him the execution thereof, or by an affidavit of a witness to such execution
sworn to before any such notary or other such officer. Where such execution is
by an officer of a corporation or association or a member of a partnership on
behalf of such corporation, association or partnership, as the case may be, or
by any other person acting in a representative capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority.

     

    The
record of any Holders’ meeting shall be proved in the manner provided in Section
9.06.

     

    The
Trustee may in any instance require further proof with respect to any of the
matters referred to in this Section so long as the request is a reasonable
one.

     

    
      	
              Section
      8.03

            	
              Persons Deemed
      Owners.

            


    

     

    The
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name any Registered Security is registered as the owner of such
Registered Security for the purpose of receiving payment of the principal of
(and premium, if any) and (subject to Section 3.07) interest, if any, on such
Registered Security and for all other purposes whatsoever, whether or not such
Registered Security be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.
The Company, the Trustee, and any agent of the Company or the Trustee may treat
the Holder of any Bearer Security or of any Coupon as the absolute owner of such
Bearer Security or Coupon for the purposes of receiving payment thereof or on
account thereof and for all other purposes whatsoever, whether or not such
Bearer Security or Coupon be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary. All payments made to any Holder, or upon his order, shall be valid,
and, to the extent of the sum or sums paid, effectual to satisfy and discharge
the liability for moneys payable upon such Debt Security or Coupon.

     

    
      	
              Section
      8.04

            	
              Revocation of
      Consents; Future Holders
Bound.

            


    

     

    At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any Act by the Holders of the percentage in
aggregate principal amount of the Outstanding Debt Securities specified in this
Indenture in connection with such Act, any Holder of a Debt Security the number,
letter or other distinguishing symbol of which is shown by the evidence to be
included in the Debt Securities the Holders of which have consented to such Act
may, by filing written notice with the Trustee at the Corporate Trust Office and
upon proof of ownership as provided in Section 8.02, revoke such Act so far as
it concerns such Debt Security. Except as aforesaid, any such Act taken by the
Holder of any Debt Security shall be conclusive and binding upon such Holder
and, subject to the provisions of Section 5.08, upon all future Holders of such
Debt Security and all past, present and future Holders of Coupons, if any,
appertaining thereto and of any Debt Securities and Coupons issued on transfer
or in lieu thereof or in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon such Debt Security or
Coupons or such other Debt Securities or Coupons.

     

    
      
         


      

      
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    ARTICLE
IX

     

    HOLDERS’
MEETINGS

     

    
      	
              Section
      9.01

            	
              Purposes of
      Meetings.

            


    

     

    A meeting
of Holders of any or all series may be called at any time and from time to time
pursuant to the provisions of this Article Nine for any of the following
purposes:

     

    (1)           to
give any notice to the Company or to the Trustee for such series, or to give any
directions to the Trustee for such series, or to consent to the waiving of any
default or Event of Default hereunder and its consequences, or to take any other
action authorized to be taken by Holders pursuant to any of the provisions of
Article Five;

     

    (2)           to
remove the Trustee for such series and appoint a successor Trustee pursuant to
the provisions of Article Six;

     

    (3)           to
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 11.02; or

     

    (4)           to
take any other action authorized to be taken by or on behalf of the Holders of
any specified aggregate principal amount of the Outstanding Debt Securities of
any one or more or all series, as the case may be, under any other provision of
this Indenture or under applicable law.

     

    
      	
              Section
      9.02

            	
              Call of Meetings by
      Trustee.

            


    

     

    The
Trustee for any series may at any time call a meeting of Holders of such series
to take any action specified in Section 9.01, to be held at such time or times
and at such place or places as the Trustee for such series shall determine.
Notice of every meeting of the Holders 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 to Holders of such series in the manner and to
the extent provided in Section 1.05. Such notice shall be given not less than 20
days nor more than 90 days prior to the date fixed for the meeting.

     

    
      	
              Section
      9.03

            	
              Call of Meetings by
      Company or Holders.

            


    

     

    In case
at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in aggregate principal amount of the Outstanding Debt Securities of a
series or of all series, as the case may be, shall have requested the Trustee
for such series to call a meeting of Holders of any or all such series by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have given the notice of such
meeting within 20 days after the receipt of such request, then the Company or
such Holders may determine the time or times and the place or places for such
meetings and may call such meetings to take any action authorized in Section
9.01, by giving notice thereof as provided in Section 9.02.

     

    
      
         


      

      
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              Section
      9.04

            	
              Qualifications for
      Voting.

            


    

     

    To be
entitled to vote at any meeting of Holders a Person shall be (a) a Holder of a
Debt Security of the series with respect to which such meeting is being held or
(b) a Person appointed by an instrument in writing as agent or proxy by such
Holder. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders shall be the Persons entitled to vote at such meeting and
their counsel and any representatives of the Trustee for the series with respect
to which such meeting is being held and its counsel and any representatives of
the Company and its counsel.

     

    
      	
              Section
      9.05

            	
              Regulations.

            


    

     

    Notwithstanding
any other provisions of this Indenture, the Trustee for any series may make such
reasonable regulations as it may deem advisable for any meeting of Holders of
such series, in regard to proof of the holding of Debt 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.

     

    The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of such series as provided in Section 9.03, in which case the Company or the
Holders calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by a majority vote of the meeting.

     

    Subject
to the provisos in the definition of “Outstanding,” at any meeting each Holder
of a Debt Security of the series with respect to which such meeting is being
held or proxy therefor shall be entitled to one vote for each $1,000 principal
amount (or such other amount as shall be specified as contemplated by Section
3.01) of Debt Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Debt 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 other than by virtue of Outstanding Debt Securities of such series held
by him or instruments in writing duly designating him as the person to vote on
behalf of Holders of Debt Securities of such series. Any meeting of Holders with
respect to which a meeting was duly called pursuant to the provisions of Section
9.02 or 9.03 may be adjourned from time to time by a majority of such Holders
present and the meeting may be held as so adjourned without further
notice.

     

    
      	
              Section
      9.06

            	
              Voting.

            


    

     

    The vote
upon any resolution submitted to any meeting of Holders with respect to which
such meeting is being held shall be by written ballots on which shall be
subscribed the signatures of such Holders or of their representatives by proxy
and the serial number or numbers of the Debt Securities held or represented by
them. The permanent chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A record
in duplicate of the proceedings of each meeting of Holders shall be taken 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 transmitted as provided in Section 9.02. The
record shall show the serial numbers of the Debt Securities voting in favor of
or against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee.

     

    
      
         


      

      
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    Any
record so signed and verified shall be conclusive evidence of the matters
therein stated.

     

    
      	
              Section
      9.07

            	
              No Delay of Rights by
      Meeting.

            


    

     

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

     

    ARTICLE
X


     

    CONSOLIDATION,
MERGER, CONVEYANCE,

    TRANSFER
OR LEASE

     

    
      	
              Section
      10.01

            	
              Company May
      Consolidate, Etc., Only on Certain
Terms.

            


    

     

    The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease all or substantially all of its properties and assets to any
Person, and the Company shall not permit any Person to consolidate with or merge
into the Company or convey, transfer or lease all or substantially all of its
properties and assets to the Company, unless:

     

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

     

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


    
      
         


      

      
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    (3)           if,
as a result of any such consolidation or merger or such conveyance, transfer or
lease, properties or assets of the Company would become subject to a mortgage,
pledge, lien, security interest or other encumbrance which would not be
permitted by this Indenture, the Company or such successor Person, as the case
may be, shall take such steps as shall be necessary effectively to secure the
Debt Securities equally and ratably with (or prior to) all Indebtedness secured
thereby; and

     

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

     

    
      	
              Section
      10.02

            	
              Successor
      Substituted.

            


    

     

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

     

    ARTICLE
XI

     

    SUPPLEMENTAL
INDENTURES

     

    
      	
              Section
      11.01

            	
              Supplemental
      Indentures Without Consent of
Holders.

            


    

     

    Without
prior notice to or the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

     

    (1)           to
evidence the succession of another Corporation to the rights of the Company and
the assumption by such successor of the covenants and other obligations of the
Company herein and in the Debt Securities and Coupons, if any, contained;
or

     

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


    
      
         


      

      
        74

        
          

        

      

      
         


      

    

     

    (3)           to
add any additional Events of Default (and if such Events of Default are to be
applicable to less than all series, stating that such Events of Default are
expressly being included solely to be applicable to such series);
or

     

    (4)           to
add or change any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the issuance of Debt Securities of any series
in bearer form, registrable or not registrable, and with or without Coupons, to
permit Bearer Securities to be issued in exchange for Registered Securities, to
permit Bearer Securities to be issued in exchange for Bearer Securities of other
authorized denominations or to permit the issuance of Debt Securities of any
series in uncertificated form, provided that any such action shall not adversely
affect the interests of the Holders of Debt Securities of any series or any
related Coupons in any material respect; or

     

    (5)           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
Outstanding Debt Security or Coupon of any series created prior to the execution
of such supplemental indenture which is entitled to the benefit of such
provision and as to which such supplemental indenture would apply;
or

     

    (6)           to
secure the Debt Securities; or

     

    (7)           to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Article Four or Fifteen, provided that any such action
shall not adversely affect the interests of the Holders of Debt Securities of
such series or any other series of Debt Securities or any related Coupons in any
material respect; or

     

    (8)           to
establish the form or terms of Debt Securities and Coupons, if any, of any
series as permitted by Sections 2.01 and 3.01; or

     

    (9)           to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to one or more series of Debt Securities 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; or

     

    (10)         to
make provision with respect to the conversion rights of Holders of Debt
Securities of any series pursuant to the requirements of Section 17.04, unless
otherwise provided pursuant to Section 3.01; or

     

    (11)         to
cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, to eliminate any
conflict between the terms of this Indenture or the Debt Securities and the
Trust Indenture Act or to make any other provisions with respect to matters or
questions arising under this Indenture which shall not be inconsistent with any
provision of this Indenture; provided such other provisions shall not adversely
affect the interests of the Holders of Outstanding Debt Securities or Coupons,
if any, of any series created prior to the execution of such supplemental
indenture in any material respect; or


    
      
         


      

      
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    (12)         to
alter the provisions of Section 3.10 (e) hereof and establish any other
provisions in respect of Debt Securities issued in a Foreign Currency; provided
that any such change shall become effective only when there is no Outstanding
Debt Security or Coupon of any series created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provisions and
as to which such supplemental indenture would apply.

     

    
      	
              Section
      11.02

            	
              Supplemental
      Indentures With Consent of
Holders.

            


    

     

    With the
written consent of the Holders of not less than a majority in principal amount
of the Outstanding Debt Securities of each series affected by such supplemental
indenture voting separately, by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders under this Indenture of such Debt Securities or Coupons, if any;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Debt Security of each such series
affected thereby,

     

    (1)           change
the Stated Maturity of the principal of, or installment of interest, if any, on,
any Debt Security, or reduce the principal amount thereof or the interest
thereon or any premium payable upon redemption thereof, or change the Stated
Maturity of or reduce the amount of any payment to be made with respect to any
Coupon, or change the Currency or Currencies in which the principal of (and
premium, if any) or interest on such Debt Security is denominated or payable, or
reduce the amount of the principal of a Discount Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.02, or adversely affect the right of repayment or repurchase, if any,
at the option of the Holder, or reduce the amount of, or postpone the date fixed
for, any payment under any sinking fund or analogous provisions for any Debt
Security, or impair the right to institute suit for the enforcement of any
payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date), or limit the obligation of the Company to
maintain a paying agency outside the United States for payment on Bearer
Securities as provided in Section 12.03; or

     

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

     

    (3)           modify
any of the provisions of this Section, Section 5.13 or Section 12.07, 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 Debt Security of each series affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant changes in
this Section and Section 12.07, or the deletion of this proviso, in accordance
with the requirements of Sections 6.11 and 11.01(7); or


    
      
         


      

      
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    (4)           modify
any of the provisions of this Indenture relating to the subordination of the
Debt Securities in a manner adverse to the Holders.

     

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

     

    A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture with respect to one or more particular series of
Debt Securities and Coupons, if any, or which modifies the rights of the Holders
of Debt Securities and Coupons 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 Debt Securities and Coupons, if any, of any other
series.

     

    
      	
              Section
      11.03

            	
              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 6.01) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that all conditions have been met.
The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which adversely affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise in a material way.

     

    
      	
              Section
      11.04

            	
              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 Debt Securities
and Coupons theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

     

    
      	
              Section
      11.05

            	
              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
      11.06

            	
              Reference in Debt
      Securities to Supplemental
Indentures.

            


    

     

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


    
      
         


      

      
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              Section
      11.07

            	
              Notice of Supplemental
      Indenture.

            


    

     

    Promptly
after the execution by the Company and the appropriate Trustee of any
supplemental indenture pursuant to Section 11.02, the Company shall transmit, in
the manner and to the extent provided in Section 1.05, to all Holders of any
series of the Debt Securities affected thereby, a notice setting forth in
general terms the substance of such supplemental indenture.

     

    
      	
              Section
      11.08

            	
              Effect on Senior
      Indebtedness.

            


    

     

    No
supplemental indenture entered into under this Article 11 shall modify, directly
or indirectly, the provisions of Article Sixteen or the definition of Senior
Indebtedness in Section 1.01 in any manner that might alter or impair the
subordination of the Debt Securities with respect to the Senior Indebtedness
then outstanding, unless each holder of such Senior Indebtedness has consented
thereto in writing.

     

    ARTICLE
XII


     

    COVENANTS

     

    
      	
              Section
      12.01

            	
              Payment of Principal,
      Premium and Interest.

            


    

     

    The
Company covenants and agrees for the benefit of each series of Debt Securities
and Coupons, if any, that it will duly and punctually pay the principal of (and
premium, if any) and interest on the Debt Securities in accordance with the
terms of the Debt Securities, the Coupons and this Indenture. Unless otherwise
specified as contemplated by Section 3.01 with respect to any series of Debt
Securities or except as otherwise provided in Section 3.06, any interest due on
Bearer Securities on or before Maturity shall be payable only upon presentation
and surrender of the several Coupons for such interest installments as are
evidenced thereby as they severally mature. If so provided in the terms of any
series of Debt Securities established as provided in Section 3.01, the interest,
if any, due in respect of any temporary Global Note or permanent Global Note,
together with any additional amounts payable in respect thereof, as provided in
the terms and conditions of such Debt Security, shall be payable only upon
presentation of such Debt Security to the Trustee for notation thereon of the
payment of such interest.

     

    
      	
              Section
      12.02

            	
              Officer’s Certificate
      as to Default.

            


    

     

    The
Company will deliver to the Trustee, on or before a date not more than four
months after the end of each fiscal year of the Company (which on the date
hereof is the calendar year) ending after the date hereof, a certificate of the
principal executive officer, principal financial officer or principal accounting
officer of the Company stating whether or not to the best knowledge of the
signer thereof the Company is in compliance with all covenants and conditions
under this Indenture, and, if the Company shall be in default, specifying all
such defaults and the nature thereof of which such signer may have knowledge.
For purposes of this Section, such compliance shall be determined without regard
to any period of grace or requirement of notice provided under this
Indenture.


    
      
         


      

      
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              Section
      12.03

            	
              Maintenance of Office
      or Agency.

            


    

     

    If Debt
Securities of a series are issuable only as Registered Securities, the Company
will maintain or cause to be maintained in each Place of Payment for such series
an office or agency where Debt Securities of that series may be presented or
surrendered for payment, where Debt Securities of that series may be surrendered
for registration of transfer or exchange or redemption, and where notices and
demands to or upon the Company in respect of the Debt Securities of that series
and this Indenture may be served. If Debt Securities of a series are issuable as
Bearer Securities, the Company will maintain (A) in the Borough of Manhattan,
The City and State of New York, an office or agency where any Registered
Securities of that series, if any, may be presented or surrendered for payment,
where any Registered Securities of that series, if any, may be surrendered for
registration of transfer, where Debt Securities of that series may be
surrendered for exchange or redemption, where Debt Securities of that series
that are convertible may be surrendered for conversion, where notices and
demands to or upon the Company in respect of the Debt Securities of that series
and this Indenture may be served and where Bearer Securities of that series and
related Coupons may be presented or surrendered for payment in the circumstances
described in the following paragraph (and not otherwise), (B) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
which is located outside the United States, an office or agency where Bearer
Securities of that series and related Coupons may be presented and surrendered
for payment (including payment of any additional amounts payable on Debt
Securities of that series, if so provided pursuant to Section 3.01); provided,
however, that if the Debt Securities of that series are listed on The Stock
Exchange of the United Kingdom and the Republic of Ireland, the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will maintain a Paying Agent for
the Debt Securities of that series in London, Luxembourg or any other required
city located outside the United States, as the case may be, so long as the Debt
Securities of that series are listed on such exchange, and (C) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
located outside the United States an office or agency where any Registered
Securities of that series may be surrendered for registration of transfer, where
Debt Securities of that series may be surrendered for exchange and redemption,
and where notices and demands to or upon the Company in respect of the Debt
Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the locations, and any change in
the locations, of such offices or agencies. If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of that series and the related Coupons may be
presented and surrendered for payment at the offices specified in the applicable
Debt Security, and the Company hereby appoints the Trustee, or in the case of
Bearer Securities, such other agent as is specified pursuant to Section 3.01, as
its agent to receive all presentations, surrenders, notices and
demands.


    
      
         


      

      
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    No
payment of principal, premium or interest on Bearer Securities shall be made at
any office or agency of the Company in the United States or by check mailed to
any address in the United States or by transfer to an account maintained with a
bank located in the United States; provided, however, that, if the Debt
Securities of a series are denominated and payable in Dollars, payment of
principal of and any premium and interest on any Bearer Security (including any
additional amounts payable on Securities of such series, if so provided pursuant
to Section 3.01) shall be made at the office of the Trustee or the Company’s
Paying Agent in the Borough of Manhattan, The City and State of New York, if
(but only if) payment in Dollars of the full amount of such principal, premium,
interest or additional amounts, as the case may be, at all offices or agencies
outside the United States maintained for the purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.

     

    The
Company may also from time to time designate different or additional offices or
agencies to be maintained for such purposes (in or outside of such Place of
Payment), and may from time to time rescind any such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligations described in the preceding paragraph. The Company
will give prompt written notice to the Trustee of any such additional
designation or rescission of designation and any change in the location of any
such different or additional office or agency.

     

    
      	
              Section
      12.04

            	
              Money for Debt
      Securities; Payments to Be Held in
Trust.

            


    

     

    If the
Company shall at any time act as its own Paying Agent with respect to any series
of Debt Securities and Coupons, if any, it will, on or before each due date of
the principal of (and premium, if any) or interest on any of the Debt 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 so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided, and will promptly notify the Trustee
of its action or failure so to act.

     

    Whenever
the Company shall have one or more Paying Agents with respect to any series of
Debt Securities and Coupons, it will, by or on each due date of the principal
(and premium, if any) or interest on any Debt Securities of such series, deposit
with any such Paying Agent a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled thereto, and (unless any such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

     

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

     

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

     

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

     

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


    
      
         


      

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

     

    Subject
to any applicable abandoned property law, any money deposited with the Trustee
or any Paying Agent, or then held by the Company, in trust for the payment of
the principal of (and premium, if any) or interest on any Debt Security of any
series and remaining unclaimed for two years after such principal (and premium,
if any) or interest has become due and payable shall be paid to the Company upon
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Debt Security or Coupon shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may, in its sole discretion, at the expense
of the Company cause to be transmitted in the manner and to the extent provided
by Section 1.05, 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
notification, any unclaimed balance of such money then remaining will be repaid
to the Company.

     

    
      	
              Section
      12.05

            	
              Corporate
      Existence.

            


    

     

    Subject
to the provisions of Article Ten, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Company shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company.

     

    
      	
              Section
      12.06

            	
              Waiver of Certain
      Covenants.

            


    

     

    The
Company may omit in any particular instance to comply with any term, provision
or condition set forth in Section 12.05 (and, if so specified pursuant to
Section 3.01, any other covenant not set forth herein and specified pursuant to
Section 3.01 to be applicable to the Debt Securities of any series, except as
otherwise provided pursuant to Section 3.01) with respect to the Debt Securities
of any series if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Debt Securities of such series
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent expressly so waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and
effect.


    
      
         


      

      
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    ARTICLE
XIII

     

    REDEMPTION
OF DEBT SECURITIES

     

    
      	
              Section
      13.01

            	
              Applicability of
      Article.

            


    

     

    Debt
Securities of any series which are redeemable before their Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified
pursuant to Section 3.01 for Debt Securities of any series) in accordance with
this Article.

     

    
      	
              Section
      13.02

            	
              Election to Redeem;
      Notice to Trustee.

            


    

     

    The
election of the Company to redeem (or, in the case of Discount Securities, to
permit the Holders to elect to surrender for redemption) any Debt Securities
shall be evidenced by a Board Resolution. In case of any redemption at the
election of the Company of less than all of the Debt Securities of any series
pursuant to Section 13.03, the Company shall, at least 60 days before the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Debt Securities of such series to be redeemed. In the
case of any redemption of Debt Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Debt Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers’ Certificate evidencing compliance with such restrictions.

     

    
      	
              Section
      13.03

            	
              Selection by Trustee
      or Authorized Agent of Debt Securities to Be
    Redeemed.

            


    

     

    Except in
the case of a redemption in whole of the Bearer Securities or the Registered
Securities of such series, if less than all the Debt Securities of any series
are to be redeemed at the election of the Company, the particular Debt
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee or agent authorized pursuant to Section 3.01,
from the Outstanding Debt Securities of such series not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Debt Securities of such series or any
integral multiple thereof) of the principal amount of Debt Securities of such
series in a denomination larger than the minimum authorized denomination for
Debt Securities of such series pursuant to Section 3.02 in the Currency in which
the Debt Securities of such series are denominated. The portions of the
principal amount of Debt Securities so selected for partial redemption shall be
equal to the minimum authorized denominations for Debt Securities of such series
pursuant to Section 3.02 in the Currency in which the Debt Securities of such
series are denominated or any integral multiple thereof, except as otherwise set
forth in the applicable form of Debt Securities. In any case when more than one
Registered Security of such series is registered in the same name, the Trustee
or authorized agent in its discretion may treat the aggregate principal amount
so registered as if it were represented by one Registered Security of such
series.

     

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


    
      
         


      

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

     

    
      	
              Section
      13.04

            	
              Notice of
      Redemption.

            


    

     

    Notice of
redemption shall be given by the Company, or at the Company’s request, by the
Trustee in the name and at the expense of the Company, not less than 30 days and
not more than 60 days prior to the Redemption Date to the Holders of Debt
Securities of any series to be redeemed in whole or in part pursuant to this
Article Thirteen, in the manner provided in Section 1.05. Any notice so given
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice. Failure to give such notice, or any defect in such
notice to the Holder of any Debt Security of a series designated for redemption,
in whole or in part, shall not affect the sufficiency of any notice of
redemption with respect to the Holder of any other Debt Security of such
series.

     

    All
notices of redemption shall state:

     

    (1)           the
Redemption Date;

     

    (2)           the
Redemption Price;

     

    (3)           that
Debt Securities of such series are being redeemed by the Company pursuant to
provisions contained in this Indenture or the terms of the Debt Securities of
such series or a supplemental indenture establishing such series, if such be the
case, together with a brief statement of the facts permitting such
redemption;

     

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

     

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

     

    (6)           that,
unless otherwise specified in such notice, Coupon Securities of any series, if
any, surrendered for redemption must be accompanied by all Coupons maturing
subsequent to the date fixed for redemption, failing which the amount of any
such missing Coupon or Coupons will be deducted from the Redemption
Price;

     

    (7)           the
Place or Places of Payment where such Debt Securities are to be surrendered for
payment of the Redemption Price;

     

    (8)           if
Bearer Securities of any series are to be redeemed and any Registered Securities
of such series are not to be redeemed, and if such Bearer Securities may be
exchanged for Registered Securities not subject to redemption on this Redemption
Date pursuant to Section 3.05(b) or otherwise, the last date on which such
exchanges may be made; and


    
      
         


      

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

     

    
      	
              Section
      13.05

            	
              Deposit of Redemption
      Price.

            


    

     

    On or
prior to the Redemption Date for any Debt Securities, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 12.04) an
amount of money in the Currency or Currencies in which such Debt Securities are
denominated (except as provided pursuant to Section 3.01 or 3.10) sufficient to
pay the Redemption Price of such Debt Securities or any portions thereof which
are to be redeemed on that date.

     

    
      	
              Section
      13.06

            	
              Debt Securities
      Payable on Redemption Date.

            


    

     

    Notice of
redemption having been given as aforesaid, any Debt Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price in
the Currency in which the Debt Securities of such series are payable (except as
otherwise specified pursuant to Section 3.01 or 3.10), and from and after such
date (unless the Company shall default in the payment of the Redemption Price)
such Debt Securities shall cease to bear interest. Upon surrender of any such
Debt Security for redemption in accordance with said notice, such Debt Security
shall be paid by the Company at the Redemption Price; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section
12.03) and, unless otherwise specified as contemplated by Section 3.01, only
upon presentation and surrender of Coupons for such interest; and provided,
further, that, unless otherwise specified as contemplated by Section 3.01,
installments of interest on Registered Securities which have a Stated Maturity
on or prior to the Redemption Date for such Debt Securities shall be payable
according to the terms of such Debt Securities and the provisions of Section
3.07.

     

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

     

    If any
Coupon Security surrendered for redemption shall not be accompanied by all
Coupons appertaining thereto maturing on or after the Redemption Date, the
Redemption Price for such Coupon Security may be reduced by an amount equal to
the face amount of all such missing Coupons. If thereafter the Holder of such
Coupon shall surrender to any Paying Agent outside the United States 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. The surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee, if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless.


    
      
         


      

      
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              Section
      13.07

            	
              Debt Securities
      Redeemed in
Part.

            

  

    Any Debt
Security which is to be redeemed only in part shall be surrendered at the
Corporate Trust Office or such other office or agency of the Company as is
specified pursuant to Section 3.01 (in the case of Registered Securities) and at
an office of the Trustee or such other office or agency of the Company outside
the United States as is specified pursuant to Section 3.01 (in the case of
Bearer Securities) with, if the Company, the Security Registrar or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company, the Security Registrar and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing, and
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Debt Security without service charge, a new Debt Security or Debt
Securities of the same series, of like tenor and form, 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 Debt Security
so surrendered, and, in the case of a Coupon Security, with appropriate Coupons
attached. In the case of a Debt Security providing appropriate space for such
notation, at the option of the Holder thereof, the Trustee, in lieu of
delivering a new Debt Security or Debt Securities as aforesaid, may make a
notation on such Debt Security of the payment of the redeemed portion
thereof.

     

    ARTICLE
XIV


     

    SINKING
FUNDS

     

    
      	
              Section
      14.01

            	
              Applicability of
      Article.

            


    

     

    The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Debt Securities of a series except as otherwise specified pursuant
to Section 3.01 for Debt Securities of such series.

     

    The
minimum amount of any sinking fund payment provided for by the terms of Debt
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 Debt Securities of any series is herein referred to as an “optional
sinking fund payment.” If provided for by the terms of Debt Securities of any
series, the amount of any cash sinking fund payment may be subject to reduction
as provided in Section 14.02. Each sinking fund payment shall be applied to the
redemption of Debt Securities of any series as provided for by the terms of Debt
Securities of such series.

     

    
      	
              Section
      14.02

            	
              Satisfaction of
      Mandatory Sinking Fund Payments with Debt
    Securities.

            


    

     

    In lieu
of making all or any part of a mandatory sinking fund payment with respect to
any Debt Securities of a series in cash, the Company may at its option, at any
time no more than sixteen months and no less than 45 days prior to the date on
which such sinking fund payment is due, deliver to the Trustee Debt Securities
of such series (together with the unmatured Coupons, if any, appertaining
thereto) theretofore purchased or otherwise acquired by the Company, except Debt
Securities of such series which have been redeemed through the application of
mandatory sinking fund payments pursuant to the terms of the Debt Securities of
such series, accompanied by a Company Order instructing the Trustee to credit
such sinking fund payment and stating that the Debt Securities of such series
were originally issued by the Company by way of bona fide sale or other
negotiation for value, provided that such Debt Securities shall not have been
previously so credited. Such Debt Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Debt
Securities for redemption through operation of the sinking fund and the amount
of such mandatory sinking fund payment shall be reduced
accordingly.


    
      
         


      

      
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              Section
      14.03

            	
              Redemption of Debt
      Securities for Sinking Fund.

            


    

     

    Not less
than 60 days prior to each sinking fund payment date for any series of Debt
Securities (unless a shorter period shall be satisfactory to the Trustee), the
Company will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash in the Currency or Currencies in which the Debt Securities of
such series are denominated (except as provided pursuant to Section 3.01 or
3.10) and the portion thereof, if any, which is to be satisfied by delivering
and crediting Debt Securities of such series pursuant to Section 14.02 and
whether the Company intends to exercise its rights to make a permitted optional
sinking fund payment with respect to such series. Such certificate shall be
irrevocable and upon its delivery the Company shall be obligated to make the
cash payment or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. In the case of the failure of the Company
to deliver such certificate, the sinking fund payment due on the next succeeding
sinking fund payment date for such series shall be paid entirely in cash and
shall be sufficient to redeem the principal amount of the Debt Securities of
such series subject to a mandatory sinking fund payment without the right to
deliver or credit Debt Securities as provided in Section 14.02 and without the
right to make any optional sinking fund payment with respect to such series at
such time.

     

    Any
sinking fund payment or payments (mandatory or optional) made in cash plus any
unused balance of any preceding sinking fund payments made with respect to the
Debt Securities of any particular series shall be applied by the Trustee (or by
the Company if the Company is acting as its own Paying Agent) on the sinking
fund payment date on which such payment is made (or, if such payment is made
before a sinking fund payment date, on the sinking fund payment date immediately
following the date of such payment) to the redemption of Debt Securities of such
series at the Redemption Price specified in such Debt Securities with respect to
the sinking fund. Any sinking fund moneys not so applied or allocated by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) to
the redemption of Debt Securities shall be added to the next sinking fund
payment received by the Trustee (or if the Company is acting as its own Paying
Agent, segregated and held in trust as provided in Section 12.04) for such
series and, together with such payment (or such amount so segregated) shall be
applied in accordance with the provisions of this Section. Any and all sinking
fund moneys with respect to the Debt Securities of any particular series held by
the Trustee (or if the Company is acting as its own Paying Agent, segregated and
held in trust as provided in Section 12.04) on the last sinking fund payment
date with respect to Debt Securities of such series and not held for the payment
or redemption of particular Debt Securities of such series shall be applied by
the Trustee (or by the Company if the Company is acting as its own Paying
Agent), together with other moneys, if necessary, to be deposited (or
segregated) sufficient for the purpose, to the payment of the principal of the
Debt Securities of such series at Maturity.

     

    The
Trustee shall select or cause to be selected the Debt Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 13.03 and
the Company shall cause notice of the redemption thereof to be given in the
manner provided in Section 13.04. Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Section 13.06.


    
      
         


      

      
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    On or
before each sinking fund payment date, the Company shall pay to the Trustee (or,
if the Company is acting as its own Paying Agent, the Company shall segregate
and hold in trust as provided in Section 12.04) in cash a sum, in the Currency
or Currencies in which Debt Securities of such series are denominated (except as
provided pursuant to Sections 3.01 or 3.10), equal to the principal and any
interest accrued to the Redemption Date for Debt Securities or portions thereof
to be redeemed on such sinking fund payment date pursuant to this
Section.

     

    Neither
the Trustee nor the Company shall redeem any Debt Securities of a series with
sinking fund moneys or mail any notice of redemption of Debt Securities of such
series by operation of the sinking fund for such series during the continuance
of a default in payment of interest, if any, on any Debt Securities of such
series or of any Event of Default (other than an Event of Default occurring as a
consequence of this paragraph) with respect to the Debt Securities of such
series, except that if the notice of redemption shall have been provided in
accordance with the provisions hereof, the Trustee (or the Company, if the
Company is then acting as its own Paying Agent) shall redeem such Debt
Securities if cash sufficient for that purpose shall be deposited with the
Trustee (or segregated by the Company) for that purpose in accordance with the
terms of this Article. Except as aforesaid, any moneys in the sinking fund for
such series at the time when any such default or Event of Default shall occur
and any moneys thereafter paid into such sinking fund shall, during the
continuance of such default or Event of Default, be held as security for the
payment of the Debt Securities and Coupons, if any, of such series; provided,
however, that in case such default or Event of Default shall have been cured or
waived as provided herein, such moneys shall thereafter be applied on or prior
to the next sinking fund payment date for the Debt Securities of such series on
which such moneys may be applied pursuant to the provisions of this
Section.

     

    ARTICLE
XV

     

    [INTENTIONALLY
OMITTED]


     

    ARTICLE
XVI


     

    SUBORDINATION

     

    
      	
              Section
      16.01

            	
              Agreement to
      Subordinate.

            


    

     

    The
Company, for itself, its successors and assigns, covenants and agrees, and each
Holder of Debt Securities of any series (or of any Coupons appertaining thereto)
by his acceptance thereof, likewise covenants and agrees, that the indebtedness
represented by the Debt Securities of such series then Outstanding (and any
Coupons appertaining thereto) and the payment of the principal of (and premium,
if any) and interest on each and all of the Debt Securities of such series
(including, without limitation, any payment of Coupons appertaining thereto) is
hereby expressly subordinated, to the extent and in the manner hereinafter set
forth, in right of payment to the prior payment in full of all Senior
Indebtedness. Each reference in this Article to a “Debt Security” or “Debt
Securities” refers to the Debt Securities of a particular series, and references
to a “Coupon” or “Coupons” refer to the Coupons, if any, appertaining to the
Debt Securities of such series. Without limiting the generality of the
immediately preceding sentence, if more than one series of Debt Securities are
outstanding at any time, (i) the provisions of this Article shall be applied
separately to each such series, and (ii) references to the Trustee refer to the
Trustee for the Debt Securities of such series.


    
      
         


      

      
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              Section
      16.02

            	
              Distribution on
      Dissolution, Liquidation and Reorganization; Subrogation of Debt
      Securities.

            


    

     

    Upon any
distribution of assets of the Company upon any dissolution, winding up,
liquidation or reorganization, of the Company, whether voluntary or involuntary
and whether in bankruptcy, insolvency, reorganization, receivership or other
proceedings or upon an assignment for the benefit of creditors or any other
marshalling of the assets and liabilities of the Company or otherwise (subject
to the power of a court of competent jurisdiction to make other equitable
provision reflecting the rights conferred in this Indenture upon the Senior
Indebtedness and the holders thereof with respect to the Debt Securities and the
Holders thereof by a plan of reorganization under applicable bankruptcy
law):

     

    (a)           the
holders of all Senior Indebtedness shall be entitled to receive payment in full
of the principal thereof (and premium, if any) and interest due thereon before
the Holders of the Debt Securities (or of any Coupons) are entitled to receive
any payment upon the principal (and premium, if any) or interest on indebtedness
evidenced by the Debt Securities (or any payment of any Coupons);
and

     

    (b)           any
payment or distribution of the Company of any kind or character, whether in
cash, property or securities, to which the Holders of the Debt Securities (or of
any Coupons) or the Trustee would be entitled except for the provisions of this
Article Sixteen shall be paid by the liquidating trustee or agent or other
person making such payment or distribution, whether a trustee in bankruptcy, a
receiver or liquidating trustee or otherwise, directly to the holders of Senior
Indebtedness or their representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing any of such
Senior Indebtedness may have been issued, ratably according to the aggregate
amounts remaining unpaid on account of the principal of (and premium, if any)
and interest on the Senior Indebtedness held or represented by each, to the
extent necessary to make payment in full of all Senior Indebtedness remaining
unpaid, after giving effect to any concurrent payment or distribution to the
holders of such Senior Indebtedness; and

     

    (c)           in
the event that, notwithstanding the foregoing, any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, shall be received by the Trustee, any Paying Agent or the Holders of
the Debt Securities (or any Coupons) before all Senior Indebtedness is paid in
full, such payment or distribution shall be paid over, upon written notice to
the Trustee or such Paying Agent, to the holder of such Senior Indebtedness or
their representative or representatives or to the trustee or trustees under any
indenture under which any instrument evidencing any of such Senior Indebtedness
may have been issued, ratably as aforesaid, for application to payment of all
Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall
have been paid in full, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness.


    
      
         


      

      
        88

        
          

        

      

      
         


      

    

     

    The
consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation shall not be deemed a dissolution, winding up,
liquidation or reorganization for the purposes of this Section
16.02.

     

    Subject
to the payment in full of all Senior Indebtedness, the Holders of the Debt
Securities (and of any Coupons) shall be subrogated to the rights of the holders
of Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Indebtedness until the principal
of (and premium, if any) and interest on the Debt Securities (including, without
limitation, payment of the Coupons) shall be paid in full, and no such payments
or distributions to the Holders of the Debt Securities (or of any Coupons) of
cash, property, or securities otherwise distributable to the holders of Senior
Indebtedness shall, as between the Company, its creditors other than the holders
of Senior Indebtedness, and the Holders of the Debt Securities (and of any
Coupons) be deemed to be a payment by the Company to or on account of the Debt
Securities (or of any Coupons). It is understood that the provisions of this
Article Sixteen are and are intended solely for the purpose of defining the
relative rights of the Holders of the Debt Securities (and of any Coupons), on
the one hand, and the holders of the Senior Indebtedness, on the other
hand.

     

    Nothing
contained in this Article Sixteen or elsewhere in this Indenture or in the Debt
Securities (or any Coupons) is intended to or shall impair, as between the
Company, its creditors other than the holders of Senior Indebtedness, and the
Holders of the Debt Securities (and of any Coupons), the obligation of the
Company, which is unconditional and absolute (and which, subject to the rights
under this Article of the holders of Senior Indebtedness and the rights under
Section 16.11 of Entitled Persons in respect of Other Financial Obligations, is
intended to rank equally with all other obligations of the Company), to pay to
the Holders of the Debt Securities (and of any Coupons) the principal of (and
premium, if any) and interest on the Debt Securities (including, without
limitation, payment of any Coupons) as and when the same shall become due and
payable in accordance with their terms, or to affect the relative rights of the
Holders of the Debt Securities (or of any Coupons) and creditors of the Company
other than the holders of Senior Indebtedness, nor shall anything herein or in
the Debt Securities (or Coupons) prevent the Trustee or the Holder of any Debt
Security (or any Coupon) from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article Sixteen of the holders of Senior Indebtedness, and under
Section 16.11 of Entitled Persons in respect of Other Financial Obligations, in
respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

     

    Upon any
payment or distribution of assets of the Company referred to in this Section
16.02, the Trustee and any Paying Agent, subject to the provisions of Section
6.03, shall be entitled to rely upon a certificate or other writing of the
liquidating trustee or agent or other Person making any distribution to the
Trustee for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent to this Article
Sixteen.


    
      
         


      

      
        89

        
          

        

      

      
         


      

    

     

    Except as
specifically set forth herein, neither the Trustee nor any Paying Agent,
however, shall be deemed to owe any fiduciary or other duty to the holders of
Senior Indebtedness or Entitled Persons in respect of Other Financial
Obligations. Neither the Trustee nor any Paying Agent shall be liable to any
such holder or Entitled Person if it shall in good faith pay or distribute to or
on behalf of Holders of Debt Securities (or of any Coupons) of the Company
moneys or assets to which any holder of Senior Indebtedness or Entitled Persons
in respect of Other Financial Obligations shall be entitled by virtue of this
Article Sixteen or any other instrument.

     

    If the
Trustee or any Holder of Debt Securities (and of any Coupons) does not file a
proper claim or proof of debt in the form required in any proceeding referred to
above prior to 30 days before the expiration of the time to file such claim in
such proceeding, then the holder of any Senior Indebtedness is hereby
authorized, and has the right, to file an appropriate claim or claims for or on
behalf of such Holder of Debt Securities (or of any Coupons).

     

    
      	
              Section
      16.03

            	
              No Payment on Debt
      Securities in Event of Default on Senior
    Indebtedness.

            


    

     

    No
payment by the Company on account of principal (or premium, if any), sinking
funds or interest on the Debt Securities (including, without limitation, payment
of any Coupons) shall be made unless full payment of amounts then due for
principal, premium, if any, sinking funds, and interest on Senior Indebtedness
has been made or duly provided for. In the event that any event of default with
respect to any Senior Indebtedness shall have occurred and be continuing
permitting the holders of such Senior Indebtedness (or a trustee on behalf of
the holders thereof) to declare such Senior Indebtedness due and payable prior
to the date on which it would otherwise have become due and payable, unless and
until such event of default shall have been cured or waived or shall have ceased
to exist and such acceleration shall have been rescinded or annulled, or in the
event any judicial proceeding shall be pending with respect to any such default
in payment, or event of default, then no payment shall be made by the Company on
account of principal of (or premium, if any) or interest on the Debt Securities
of any series or on account of the purchase or other acquisition of Debt
Securities of any series; provided, however, that nothing in this Section shall
prevent the satisfaction of any sinking fund payment in accordance with Article
Fourteen by delivering and crediting pursuant to Section 14.02 Debt Securities
of such series which have been acquired (upon redemption or otherwise) prior to
such default in payment or event of default.

     

    In the
event that, notwithstanding the foregoing, the Company shall make any payment to
the Trustee or the Holder of any Debt Security of any series prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

     

    The
provisions of this Section shall not apply to any payment with respect to which
Section 16.02 would be applicable.


    
      
         


      

      
        90

        
          

        

      

      
         


      

    

     

    
      	
              Section
      16.04

            	
              Payments on Debt
      Securities Permitted.

            


    

     

    Nothing
contained in this Indenture or in any of the Debt Securities (or any Coupons)
shall (a) affect the obligation of the Company to make, or prevent the Company
from making, at any time except as provided in Sections 16.02 and 16.03,
payments of principal (and premium, if any) or interest on the Debt Securities
(including, without limitation, payment of any Coupons) or (b) prevent the
application by the Trustee of any moneys deposited with it hereunder to the
payment of or on account of the principal of (and premium, if any) or interest
on the Debt Securities (including, without limitation, the payment of any
Coupons), unless the Trustee shall have received at its Corporate Trust Office
written notice of any event prohibiting the making of such payment more than two
Business Days prior to the date fixed for such payment.

     

    
      	
              Section
      16.05

            	
              Authorization of
      Holders to Trustee to Effect
  Subordination.

            


    

     

    Each
Holder of Debt Securities (or of any Coupons) by his acceptance thereof and any
Paying Agent (other than the Company) authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article Sixteen and appoints the Trustee his
attorney-in-fact for any and all such purposes.

     

    
      	
              Section
      16.06

            	
              Notices to
      Trustee.

            


    

     

    The
Company shall give prompt written notice to the Trustee and any Paying Agent
(other than the Company) of any fact known to the Company which would prohibit
the making of any payment to or by the Trustee or such Paying Agent in respect
of the Debt Securities (or any Coupons) pursuant to this Article Sixteen.
Failure to give such notice shall not affect the subordination of the Debt
Securities (or any Coupons) to Senior Indebtedness. Notwithstanding the
provisions of this Article or any other provisions of this Indenture, neither
the Trustee nor any Paying Agent (other than the Company) shall be charged with
knowledge of the existence of any Senior Indebtedness or Other Financial
Obligations or of any event which would prohibit the making of any payment of
moneys to or by the Trustee or such Paying Agent, unless and until the Trustee
or such Paying Agent shall have received (in the case of the Trustee, at its
Corporate Trust Office) written notice thereof from the Company or from the
holder of any Senior Indebtedness or from the trustee for any such holder or
from any Entitled Person in respect of Other Financial Obligations, together
with proof satisfactory to the Trustee of such holding of Senior Indebtedness or
Other Financial Obligations or of the authority of such trustee; provided,
however, that if at least two Business Days prior to the date upon which by the
terms hereof any such moneys may become payable for any purpose (including,
without limitation, the payment of either the principal of (and premium, if any)
or interest on any Debt Security (including, without limitation, the payment of
any Coupons)) the Trustee or any such Paying Agent shall not have received with
respect to such moneys the notice provided for in this Section 16.06, then,
anything herein contained to the contrary notwithstanding, the Trustee or any
such Paying Agent shall have full power and authority to receive such moneys and
to apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary, which may be received by it less than
two Business Days prior to such date. The Trustee or any such Paying Agent shall
be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) or an Entitled Person in respect of Other Financial
Obligations to establish that such a notice has been given by a holder of Senior
Indebtedness or a trustee on behalf of any such holder or an Entitled Person in
respect of Other Financial Obligations. In the event that the Trustee or any
such Paying Agent determines in good faith that further evidence is required
with respect to the right of any Person as a holder of Senior Indebtedness or an
Entitled Person in respect of Other Financial Obligations to participate in any
payment or distribution pursuant to this Article Sixteen, the Trustee or any
such Paying Agent may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee or any such Paying Agent as to the amount of Senior
Indebtedness or Other Financial Obligations held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article
Sixteen and, if such evidence is not furnished, the Trustee or any such Paying
Agent may defer any payment to such Person pending judicial determination as to
the right of such Person to receive such payment.


    
      
         


      

      
        91

        
          

        

      

      
         


      

    

     

    
      	
              Section
      16.07

            	
              Trustee as Holder of
      Senior Indebtedness.

            


    

     

    Subject
to the provisions of Section 6.13, the Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article Sixteen in respect of
any Senior Indebtedness at any time held by it and with respect to any Other
Financial Obligations owed to the Trustee as an Entitled Person, to the same
extent as any other holder of Senior Indebtedness or Entitled Person in respect
of Other Financial Obligations and nothing in this Indenture shall be construed
to deprive the Trustee of any of its rights as such holder or Entitled
Person.

     

    Nothing
in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.07.

     

    
      	
              Section
      16.08

            	
              Modifications of Terms
      of Senior Indebtedness.

            


    

     

    Any
renewal or extension of the time of payment of any Senior Indebtedness or the
exercise by the holders of Senior Indebtedness of any of their rights under any
instrument creating or evidencing Senior Indebtedness, including, without
limitation, the waiver of default thereunder, may be made or done all without
notice to or assent from the Holders of the Debt Securities (or of any Coupons)
or the Trustee.

     

    No
compromise, alteration, amendment, modification, extension, renewal or other
change of, or waiver, consent or other action in respect of, any liability or
obligation under or in respect of, or of any of the terms, covenants or
conditions of any indenture or other instrument under which any Senior
Indebtedness is outstanding or of such Senior Indebtedness, whether or not such
release is in accordance with the provisions of any applicable document, shall
in any way alter or affect any of the provisions of this Article Sixteen or of
the Debt Securities (or of any Coupons) relating to the subordination
thereof.


    
      
         


      

      
        92

        
          

        

      

      
         


      

    

     

    
      	
              Section
      16.09

            	
              Reliance on Judicial
      Order or Certificate of Liquidating
  Agent.

            

  

    Upon any
payment or distribution of assets of the Company referred to in this Article
Sixteen, the Trustee and the Holders of the Debt Securities (and of any Coupons)
shall be entitled to rely upon any order or decree entered by any court of
competent jurisdiction in which any insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or
proceeding is pending, or upon a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of creditors,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of Debt Securities (or of any Coupons), for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company and the Entitled Persons in respect of Other Financial Obligations, the
amount thereof or payable therein, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article
Sixteen.

     

    
      	
              Section
      16.10

            	
              Article Sixteen Not to
      Prevent Events of Default.

            


    

     

    No
provision of this Article Sixteen shall prevent the occurrence of any default or
Event of Default hereunder.

     

    
      	
              Section
      16.11

            	
              Payment of Proceeds in
      Certain Cases.

            


    

     

    (a)       If,
after giving effect to the provisions of Section 16.02, any amount of cash,
property or securities shall be available for payment or distribution in respect
of the Debt Securities (“Excess Proceeds”), and any Entitled Persons in respect
of Other Financial obligations shall not have received payment in full of all
amounts due or to become due on or in respect of such Other Financial
Obligations (and provision shall not have been made for such payment in money or
money’s worth), then such Excess Proceeds shall first be applied by the
liquidation trustee or other person making such payment or distribution (ratably
with any amount of cash, property or securities available for payment or
distribution in respect of any other Indebtedness of the Company that by its
express terms provides for the payment over of amounts corresponding to Excess
Proceeds to Entitled Persons in respect of Other Financial Obligations) to pay
or provide for the payment of the Other Financial Obligations remaining unpaid,
to the extent necessary to pay all Other Financial Obligations in full, after
giving effect to any concurrent payment or distribution to or for Entitled
Persons in respect of Other Financial Obligations. Any Excess Proceeds remaining
after the payment (or provision for payment) in full of all Other Financial
obligations shall be available for payment or distribution in respect of the
Debt Securities.

     

    (b)      In
the event that, notwithstanding the foregoing provisions of subsection (a) of
this Section, the Trustee or Holder of any Debt Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, before all Other Financial Obligations
are paid in full or payment thereof duly provided for, and if such fact shall,
at or prior to the time of such payment or distribution have been made known to
the Trustee in accordance with Section 16.06 or, as the case may be, such
Holder, then and in such event, subject to any obligation that the Trustee or
such Holder may have pursuant to Section 16.02, upon written notice to the
Trustee such payment or distribution shall be paid over or delivered forthwith
to the trustee in bankruptcy, receiver, liquidating trustee, custodian,
assignee, agent or other Person making payment or distribution of assets of the
Company for payment in accordance with subsection (a).


    
      
         


      

      
        93

        
          

        

      

      
         


      

    


    (c)       Subject
to the payment in full of all Other Financial Obligations, the Holders of the
Debt Securities shall be subrogated (equally and ratably with the holders of all
Indebtedness of the Company that by its express terms provides for the payment
over of amounts corresponding to Excess Proceeds to Entitled Persons in respect
of other Financial Obligations and is entitled to like rights of subrogation) to
the rights of the Entitled Persons in respect of Other Financial Obligations to
receive payments and distributions of cash, property and securities applicable
to the Other Financial Obligations until the principal of and interest on the
Debt Securities shall be paid in full. For purposes of such subrogation, no
payments or distributions to Entitled Persons in respect of Other Financial
Obligations of any cash, property or securities to which Holders of the Debt
Securities or the Trustee would be entitled except for the provisions of this
Section, and no payments over pursuant to the provisions of this Section to
Entitled Persons in respect of Other Financial Obligations by Holders of Debt
Securities or the Trustee, shall, as among the Company, its creditors other than
Entitled Persons in respect of Other Financial Obligations and the Holders of
Securities be deemed to be a payment or distribution by the Company to or on
account of the Other Financial Obligations.

     

    (d)      The
provisions of subsections (a), (b) and (c) of this Section are and are intended
solely for the purpose of defining the relative rights of the Holders of the
Debt Securities, on the one hand, and the Entitled Persons in respect of Other
Financial Obligations, on the other hand, after giving effect to the rights of
the holders of Senior Indebtedness, as provided in this Article. Nothing
contained in subsections (a), (b) and (c) of this Section is intended to or
shall affect the relative rights against the Company of the Holders of the Debt
Securities and (1) the holders of Senior Indebtedness or (2) other creditors of
the Company other than Entitled Persons in respect of Other Financial
Obligations.

     

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


    
      
         


      

      
        94

        
          

        

      

      
         


      

    


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

     

    
      
        
          
            	
                    FIRST
      COMMUNITY BANCSHARES, INC.

                  
	 
      
	
                    By:

                  	
                      

                  
	
                    Name:

                  	 
      
	
                    Title:

                  	 
      


          

        

      

    

    


    
      	
              Attest:

            
	 
      
	
                

            
	
              Name:

            
	
              Title:

            

  

    Seal

     

    
      
        
          
            
              
                
                  
                    
                      	
                                

                            	,
	
                              as
      Trustee

                            	 
	 
      	 
	By:	
                                

                            	 
	
                              Name:

                            	 
	
                              Title:

                            	 


                    

                  

                

              

            

          

        

      

         

    

    
      
        
          	
                  Attest:

                
	 
      
	
                    

                
	
                  Name:

                
	
                  Title:

                


        

           

      

    

    Seal


    
      
         


      

      
        95

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    [FORM
OF CERTIFICATE TO BE GIVEN BY

     

    PERSON
ENTITLED TO RECEIVE BEARER SECURITY

     

    OR
INTEREST PRIOR TO AN EXCHANGE DATE]

     

    CERTIFICATE

     

    ______________________

     

    [Insert
title or sufficient description of Debt Securities to be delivered]

     

    This
certificate is delivered pursuant to the Indenture, dated as of _________ __,
20___ (as amended, supplemented or otherwise modified from time to time, the
“Indenture”), between First Community Bancshares, Inc. and
________________________, as Trustee.  Unless otherwise
defined herein, terms defined in the Indenture are used herein as so
defined.

     

    This is
to certify that as of the date hereof and except as set forth below ___________
principal amount of the above captioned securities (the “Debt Securities”) held
by you for our account (i) is owned by person(s) that are not United States
person(s) (as defined below), (ii) is owned by United States person(s) that are
(a) foreign branches of United States financial institutions (as defined in
Section 1.16512(c)(1)(v) of the United States Treasury regulations) (“financial
institutions”) purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Debt Securities through foreign branches of
United States financial institutions and who hold the Debt Securities through
such United States financial institutions on the date hereof (and in either case
(a) or (b), each such United States financial institution hereby agrees, on its
own behalf or through its agent, that you may advise the Company or the
Company’s agent that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the Treasury regulations thereunder), or (iii) is owned by United
States or foreign financial institution(s) for the purpose of resale during the
restricted period (as defined in Section 1.1635(c)(2)(i)(D)(7) of the United
States Treasury regulations), and in addition if the owner of the Debt
Securities is a United States or foreign financial institution described in
clause (iii) above (whether or not also described in clause (i) or (ii)) this is
to further certify that such financial institution has not acquired the Debt
Securities for the purpose of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

     

    We
undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the beneficial
interest in the temporary Global Note held by you for our account in accordance
with your operating procedures if any applicable statement herein is not correct
on such date, and in the absence of any such notification it may be assumed that
this certification applies as of such date.


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    

     

    This
certificate excepts and does not relate to ___________ principal amount of Debt
Securities held by you for our account as to which we are not able to provide a
certificate in this form. We understand that exchange of such portion of the
temporary Global Note for definitive Bearer Securities or interests in a
permanent Global Note cannot be made until we are able to provide a certificate
in this form.

     

    We
understand that this certificate is required in connection with certain tax laws
and regulations of 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.

     

    “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 and any estate or trust the income of which is subject
to United States federal income taxation regardless of its source. “United
States” means the United States of America (including the States and the
District of Columbia) and its “possessions” which include the Commonwealth of
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

     

    Dated:  _______________________,
20____

     

    [To be
dated no earlier than the 10th day before the Exchange Date]


     

    
      
        
          
            
              	By:	
                        

                    	 
	
                      As,
      or as agent for, the beneficial

                    	 
	
                      owner(s)
      of the portion of the

                    	 
	
                      temporary
      global Note to which this

                    	 
	
                      certificate
      relates.

                    	 


            

          

        

      

    


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    
      	
              EXHIBIT  B

            


    

     

    
      	
              [FORM
      OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
AND

            


    

     

    
      	
              CLEARSTREAM,
      S.A. IN CONNECTION WITH THE EXCHANGE
OF

            


    

     

    
      	
              A
      PORTION OF A TEMPORARY GLOBAL NOTE]

            


    

     

    CERTIFICATE

     

    ________________

     

    [Insert
title or sufficient description of Debt Securities to be delivered]

     

    This
certificate is delivered pursuant to the Indenture, dated as of _________ __,
20___ (as amended, supplemented or otherwise modified from time to time, the
“Indenture”), between First Community Bancshares, Inc. and
______________________________, as
Trustee.  Unless otherwise defined herein, terms defined in the
Indenture are used herein as so defined.

     

    The
undersigned certifies that, based solely on certifications we have received in
writing, by tested telex or by electronic transmission from member organizations
appearing in our records as persons being entitled to a portion of the principal
amount set forth below (our “Member Organizations”) substantially to the effect
set forth in the Indenture as of the date hereof, __________ principal amount of
the above-captioned Debt Securities (i) is owned by person(s) that are not
United States person(s) (as defined below), (ii) is owned by United States
person(s) that are (a) foreign branches of United States financial institutions
(as defined in Section 1.16512(c)(1)(v) of the United States Treasury
regulations) (“financial institutions”) purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Debt Securities through
foreign branches of United States financial institutions and who hold the Debt
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such United States financial institution
has agreed, on its own behalf or through its agent, that we may advise the
Company or the Company’s agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the Treasury regulations thereunder), or (iii) is owned by United
States or foreign financial institution(s) for the purpose of resale during the
restricted period (as defined in Section 1.1635(c)(2)(i)(D)(7) of the United
States Treasury regulations), and in addition United States or foreign financial
institutions described in clause (iii) above (whether or not also described in
clause (i) or (ii)) have certified that they have not acquired the Debt
Securities for the purpose of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

     

    We
further certify (i) that we are not making available for exchange or collection
of any interest any portion of the temporary Global Note excepted in such
certifications and (ii) that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith for exchange or collection of any interest are no longer
true and cannot be relied upon as of the date hereof.


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    

     

    We
understand that this certificate is required in connection with certain tax laws
and regulations of 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.

     

    “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 and any estate or trust the income of which is subject
to United States federal income taxation regardless of its source. “United
States” means the United States of America (including the States and the
District of Columbia) and its “possessions” which include the Commonwealth of
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

     

    Dated:  _________________________,
20__

     

    [To be
dated no earlier than the Exchange Date]

     

    
      
        
          
            	
                    By:

                  	
                      

                  
	 
      	
                    Euroclear
      Bank, S.A./N.V., as Operator of the

                    Euroclear
      System Clearstream Banking,
S.A.

                  


          

        

      

    


    
      
         


      

      
        B-2