Exhibit 4.3


 


THE FIRST NATIONAL BANK OF CHICAGO,


 


AS TRUSTEE


 










 


FIRST SUPPLEMENTAL INDENTURE


 


DATED AS OF MAY 20, 1999


 


TO


 


INDENTURE


 


DATED AS OF JANUARY 15, 1993


 










 


WHITMAN CORPORATION


 





















 


THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is
made and dated as of May 20, 1999 by and between Whitman Corporation, a
Delaware corporation formerly known as Heartland Territories Holdings, Inc.
(“New Whitman”), and The First National Bank of Chicago, a national banking
association organized and existing under the laws of the United States (the “Trustee”).  Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Indenture (as defined
below).


 


WHEREAS, Whitman Corporation, a corporation organized and existing
under the laws of the State of Delaware, (“Old Whitman”) and Trustee entered
into an Indenture dated as of January 15, 1993, pursuant to which Old
Whitman issued debt securities in the form of unsecured notes (the “Securities”);


 


WHEREAS, pursuant to an Amended and Restated Contribution and Merger
Agreement dated as of March 18, 1999 among Old Whitman, PepsiCo, Inc.,
a North Carolina corporation (“PepsiCo”), and Heartland Territories Holdings, Inc.,
a Delaware corporation and wholly owned subsidiary of PepsiCo (“Heartland”),
Old Whitman has been merged (the “Merger”) with and into Heartland, with
Heartland surviving as New Whitman, and New Whitman has assumed various
liabilities and obligations of Old Whitman, including those under the Indenture
and with respect to the Securities;


 


WHEREAS, in connection with the Merger and in accordance with Section 10.01(a) of
the Indenture, the parties desire to enter into this Supplemental Indenture,
without the consent of the holders of the outstanding Securities, in order to
evidence the succession under the Indenture of New Whitman to Old Whitman and
the assumption by New Whitman of the covenants, agreements and obligations of
Old Whitman contained in the Indenture;


 


WHEREAS, Old Whitman has delivered to the Trustee the Certified Board
Resolution and Opinion of Counsel required by Sections 10.01 and 11.03 of the
Indenture.


 


NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
New Whitman and the Trustee agree as follows:


 


1.             Assumption of
Obligations.  In accordance with Section 11.01
of the Indenture, New Whitman hereby expressly assumes the due and punctual
payment of the principal of (and premium, if any) and any interest on all the
Securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of the Indenture to be
performed by Old Whitman.


 


2.             Succession.   In accordance with Section 11.02 of the
Indenture, New Whitman hereby succeeds to and is substituted for Old Whitman,
with the same effect as if New Whitman were a party to the Indenture.


 


3.             Effect of
Supplemental Indenture.  In accordance
with Section 10.03 of the Indenture, the Indenture is hereby deemed to be
modified and amended by this Supplemental Indenture with respect to the
Securities and the respective rights, limitations of rights, obligations,
duties and immunities under the Indenture of the Trustee, Old Whitman and the
Holders of Securities shall be determined, exercised and enforced under the
Indenture, as 


 


1





















 


supplemented by this Supplemental Indenture, and all
the terms and conditions of this Supplemental Indenture shall be and are hereby
deemed to be part of the terms and conditions of the Indenture for any and all
purposes.  As supplemented by this
Supplemental Indenture, the Indenture is in all respects ratified and confirmed
and the Indenture and this Supplemental Indenture shall be read, taken and
construed as one and the same instrument. 
From and after the date of this Supplemental Indenture, all references
in the Indenture to this “Indenture” shall refer to the Indenture as
supplemented hereby.


 


4.             Notation of
Changes.  In accordance with Section 10.04
of the Indenture, Securities authenticated and delivered after the execution of
this Supplemental Indenture in exchange for or in lieu of any Securities
outstanding shall, if required by the Trustee, bear a legend as follows:


 


“Pursuant to a
First Supplemental Indenture dated as of May 20, 1999 (the “Supplemental
Indenture”) between Whitman Corporation, a Delaware corporation formerly known
as Heartland Territories Holdings, Inc. (“New Whitman”), and the Trustee,
New Whitman has expressly assumed all the obligations under this Security and
of the Indenture expressed therein to be performed by Whitman Corporation, a
Delaware corporation which corporation merged into New Whitman on May 20,
1999.  Copies of the Supplemental
Indenture are on file with the Trustee.”


 


5.             Acceptance by
Trustee.   The Trustee accepts the
amendment of the Indenture effected by this Supplemental Indenture and agrees
to perform the Indenture as supplemented hereby, but only upon the terms and
conditions set forth in the Indenture.


 


6.             Governing Law.   This Supplemental Indenture shall be deemed
to be a contract under the laws of the State of Illinois, and for all purposes
shall be governed by and construed in accordance with the laws of such State.


 


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


 


8.             Notices.  Any required notices or demands under the
Indenture shall be delivered or sent to New Whitman at the address set forth in
Section 14.03 of the Indenture.


 


IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental 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.


 


2





















 


	
   

  	
  WHITMAN
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  B. Moore

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William B. Moore

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


Attest:


 


 


	
  /s/ Olga Iszczuk

  	
   

  	
   

  



Asst.  Secretary


 


 


[CORPORATE SEAL]


 


 


	
   

  	
  THE FIRST
  NATIONAL BANK OF

  CHICAGO, AS TRUSTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janice
  Ott Rotunno

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Janice Ott
  Rotunno

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


Attest:


 


 


	
  /s/ Sandy Caruba

  	
   

  	
   

  



Secretary


 


[CORPORATE SEAL]


 


3





















 


WHITMAN
CORPORATION


 


AND


 


THE
FIRST NATIONAL BANK OF 

CHICAGO


 


Trustee


 


 










 


 


INDENTURE


 


 


Dated as of January 15, 1993


 





















 


WHITMAN CORPORATION


 


Reconciliation and tie between
Trust Indenture Act of 1939 

and Indenture dated as of January 15, 1993


 


	
  Trust Indenture

  	
   

  	
   

  	
   

  	
   

  
	
  Act Section

  	
   

  	
   

  	
   

  	
  Indenture Section

  
	
  § 310

  	
   

  	
  (a)

  	
  (1)

  	
   

  	
   

  	
  7.10

  
	
   

  	
   

  	
  (a)

  	
  (2)

  	
   

  	
   

  	
  7.10

  
	
   

  	
   

  	
  (a)

  	
  (3)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
  (a)

  	
  (4)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
  (a)

  	
  (5)

  	
   

  	
   

  	
  7.10

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  7.09, 7.11

  
	
  § 311

  	
   

  	
  (a)

  	
   

  	
   

  	
   

  	
  7.13

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  7.13

  
	
   

  	
   

  	
  (b)

  	
  (2)

  	
   

  	
   

  	
  7.03(a)(2), 7.03(b)

  
	
  § 312

  	
   

  	
  (a)

  	
   

  	
   

  	
   

  	
  5.01 and 5.02(a)

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  5.02(b)

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
   

  	
  5.02(c)

  
	
  § 313

  	
   

  	
  (a)

  	
  (1)-(5) and (7)-(8)

  	
   

  	
   

  	
  5.04(a)

  
	
   

  	
   

  	
  (a)

  	
  (6)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
  (b)

  	
  (1)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
  (b)

  	
  (2)

  	
   

  	
   

  	
  5.04(b)

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
   

  	
  5.04(a),
  5.04(b), 5.04(c)

  
	
   

  	
   

  	
  (d)

  	
   

  	
   

  	
   

  	
  5.04(d)

  
	
  § 314

  	
   

  	
  (a)

  	
  (1)-(3)

  	
   

  	
   

  	
  5.03

  
	
   

  	
   

  	
  (a)

  	
  (4)

  	
   

  	
   

  	
  4.08

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
  (c)

  	
  (1)

  	
   

  	
   

  	
  14.05

  
	
   

  	
   

  	
  (c)

  	
  (2)

  	
   

  	
   

  	
  14.05

  
	
   

  	
   

  	
  (c)

  	
  (3)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
  (d)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
  (e)

  	
   

  	
   

  	
   

  	
  14.05

  
	
   

  	
   

  	
  (f)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
  § 315

  	
   

  	
  (a)

  	
   

  	
   

  	
   

  	
  7.01(a)

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  7.02

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
   

  	
  7.01

  
	
   

  	
   

  	
  (d)

  	
   

  	
   

  	
   

  	
  7.01

  
	
   

  	
   

  	
  (d)

  	
  (1)

  	
   

  	
   

  	
  7.01

  
	
   

  	
   

  	
  (d)

  	
  (2)

  	
   

  	
   

  	
  7.01(b)

  
	
   

  	
   

  	
  (d)

  	
  (3)

  	
   

  	
   

  	
  7.01(c)

  
	
   

  	
   

  	
  (e)

  	
   

  	
   

  	
   

  	
  6.14

  
	
  § 316

  	
   

  	
  (a)

  	
   

  	
   

  	
   

  	
  8.04

  
	
   

  	
   

  	
  (a)

  	
  (1)(A)

  	
   

  	
   

  	
  6.12

  
	
   

  	
   

  	
  (a)

  	
  (1)(B)

  	
   

  	
   

  	
  6.02, 6.13

  
	
   

  	
   

  	
  (a)

  	
  (2)

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  6.08

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
   

  	
  8.01(b)

  
	
  § 317

  	
   

  	
  (a)

  	
  (1)

  	
   

  	
   

  	
  6.03

  
	
   

  	
   

  	
  (a)

  	
  (2)

  	
   

  	
   

  	
  6.04

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
  4.04

  
	
  § 318

  	
   

  	
  (a)

  	
   

  	
   

  	
   

  	
  14.09

  



 


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


 





















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE ONE

  	
   

  	
  DEFINITIONS

  	
   

  	
  1

  
	
  SECTION 1.01.

  	
   

  	
  Certain Terms Defined

  	
   

  	
  1

  
	
  SECTION 1.02.

  	
   

  	
  Other Definitions

  	
   

  	
  5

  
	
  SECTION 1.03.

  	
   

  	
  Incorporation by
  Reference of Trust Indenture Act of 1939

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  	
  ISSUE,
  DESCRIPTION, EXECUTION, REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE
  OF SECURITIES

  	
   

  	
  6

  
	
  SECTION 2.01.

  	
   

  	
  Amount Unlimited;
  Establishment of Series

  	
   

  	
  6

  
	
  SECTION 2.02.

  	
   

  	
  Form of Securities
  and Trustee’s Certificate of Authentication

  	
   

  	
  9

  
	
  SECTION 2.03.

  	
   

  	
  Global Securities

  	
   

  	
  9

  
	
  SECTION 2.04.

  	
   

  	
  Denomination,
  Authentication and Dating of Securities

  	
   

  	
  11

  
	
  SECTION 2.05.

  	
   

  	
  Execution of Securities

  	
   

  	
  13

  
	
  SECTION 2.06.

  	
   

  	
  Registration of
  Transfer and Exchange

  	
   

  	
  13

  
	
  SECTION 2.07.

  	
   

  	
  Temporary Securities

  	
   

  	
  14

  
	
  SECTION 2.08.

  	
   

  	
  Mutilated, Destroyed,
  Lost or Stolen Securities

  	
   

  	
  14

  
	
  SECTION 2.09.

  	
   

  	
  Cancellation of Surrendered
  Securities

  	
   

  	
  15

  
	
  SECTION 2.10.

  	
   

  	
  Provisions of Indenture
  and Securities for the Sole Benefit of the Parties and the Holders

  	
   

  	
  16

  
	
  SECTION 2.11.

  	
   

  	
  Computation of Interest

  	
   

  	
  16

  
	
  SECTION 2.12.

  	
   

  	
  Authenticating Agents

  	
   

  	
  16

  
	
  SECTION 2.13.

  	
   

  	
  Compliance with Certain
  Laws and Regulations

  	
   

  	
  17

  
	
  SECTION 2.14.

  	
   

  	
  Medium-Term Securities

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  	
  REDEMPTION
  OF SECURITIES – SINKING FUND

  	
   

  	
  18

  
	
  SECTION 3.01.

  	
   

  	
  Applicability of
  Article

  	
   

  	
  18

  
	
  SECTION 3.02.

  	
   

  	
  Notice of Redemption;
  Selection of Securities

  	
   

  	
  18

  
	
  SECTION 3.03.

  	
   

  	
  When Securities Called
  for Redemption Become Due and Payable

  	
   

  	
  19

  
	
  SECTION 3.04.

  	
   

  	
  Sinking Fund

  	
   

  	
  19

  
	
  SECTION 3.05.

  	
   

  	
  Use of Acquired
  Securities to Satisfy Sinking Fund Obligation

  	
   

  	
  20

  
	
  SECTION 3.06.

  	
   

  	
  Effect of Failure to
  Deliver Officers’ Certificate or Securities

  	
   

  	
  21

  



 


i





















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  SECTION 3.07.

  	
   

  	
  Manner of Redeeming
  Securities

  	
   

  	
  21

  
	
  SECTION 3.08.

  	
   

  	
  Sinking Fund Moneys to
  Be Held as Security During Continuance of Event of Default; Exceptions

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
   

  	
  PARTICULAR
  COVENANTS OF THE COMPANY

  	
   

  	
  22

  
	
  SECTION 4.01.

  	
   

  	
  Payments of Principal
  of (and Premium, If Any) and Interest, If Any, on Securities

  	
   

  	
  22

  
	
  SECTION 4.02.

  	
   

  	
  Maintenance of Offices
  or Agencies for Registration of Transfer, Exchange and Payment of Securities

  	
   

  	
  22

  
	
  SECTION 4.03.

  	
   

  	
  Appointment to Fill a
  Vacancy in the Office of Trustee

  	
   

  	
  22

  
	
  SECTION 4.04.

  	
   

  	
  Duties and Rights of
  Paying Agents; Company as Paying Agent

  	
   

  	
  22

  
	
  SECTION 4.05.

  	
   

  	
  Limitation on Liens

  	
   

  	
  23

  
	
  SECTION 4.06.

  	
   

  	
  Limitation on Sale and
  Lease-Back

  	
   

  	
  25

  
	
  SECTION 4.07.

  	
   

  	
  Exempted indebtedness

  	
   

  	
  26

  
	
  SECTION 4.08.

  	
   

  	
  Annual Certificate of
  Compliance

  	
   

  	
  26

  
	
  SECTION 4.09.

  	
   

  	
  Further Instruments and
  Acts

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  	
   

  	
  HOLDERS’
  LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

  	
   

  	
  26

  
	
  SECTION 5.01.

  	
   

  	
  Company to Furnish
  Trustee Information as to Names and Addresses of Holders

  	
   

  	
  26

  
	
  SECTION 5.02.

  	
   

  	
  Presentation of
  Information; Communications to Holders

  	
   

  	
  27

  
	
  SECTION 5.03.

  	
   

  	
  Reports by Company

  	
   

  	
  28

  
	
  SECTION 5.04.

  	
   

  	
  Reports by Trustee

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  	
   

  	
  REMEDIES

  	
   

  	
  30

  
	
  SECTION 6.01.

  	
   

  	
  Events of Default

  	
   

  	
  30

  
	
  SECTION 6.02.

  	
   

  	
  Acceleration of
  Maturity; Rescission and Annulment

  	
   

  	
  32

  
	
  SECTION 6.03.

  	
   

  	
  Collection of
  Indebtedness and Suits for Enforcement by Trustee

  	
   

  	
  33

  
	
  SECTION 6.04.

  	
   

  	
  Trustee May File
  Proofs of Claim

  	
   

  	
  34

  
	
  SECTION 6.05.

  	
   

  	
  Trustee
  May Enforce Claims Without Possession of Securities

  	
   

  	
  35

  
	
  SECTION 6.06.

  	
   

  	
  Application of Moneys
  Collected

  	
   

  	
  35

  
	
  SECTION 6.07.

  	
   

  	
  Limitation on Suits

  	
   

  	
  36

  



 


ii





















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  SECTION 6.08.

  	
   

  	
  Unconditional Right of
  Holders to Receive Principal, Premium and Interest

  	
   

  	
  36

  
	
  SECTION 6.09.

  	
   

  	
  Restoration of Rights
  and Remedies

  	
   

  	
  37

  
	
  SECTION 6.10.

  	
   

  	
  Rights and Remedies
  Cumulative

  	
   

  	
  37

  
	
  SECTION 6.11.

  	
   

  	
  Delay or Omission Not
  Waiver

  	
   

  	
  37

  
	
  SECTION 6.12.

  	
   

  	
  Control by Holders

  	
   

  	
  37

  
	
  SECTION 6.13.

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  37

  
	
  SECTION 6.14.

  	
   

  	
  Undertaking for Costs

  	
   

  	
  38

  
	
  SECTION 6.15.

  	
   

  	
  Waiver of Stay or
  Extension Laws

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
   

  	
  THE
  TRUSTEE

  	
   

  	
  38

  
	
  SECTION 7.01.

  	
   

  	
  Certain Duties and
  Responsibilities

  	
   

  	
  38

  
	
  SECTION 7.02.

  	
   

  	
  Notice of Defaults

  	
   

  	
  39

  
	
  SECTION 7.03.

  	
   

  	
  Certain Rights of
  Trustee

  	
   

  	
  40

  
	
  SECTION 7.04.

  	
   

  	
  Trustee Not Liable for
  Recitals in Indenture or in Securities

  	
   

  	
  41

  
	
  SECTION 7.05.

  	
   

  	
  Trustee, Paying Agent
  or Security Registrar May Own Securities

  	
   

  	
  41

  
	
  SECTION 7.06.

  	
   

  	
  Moneys Received by
  Trustee to Be Held in Trust

  	
   

  	
  41

  
	
  SECTION 7.07.

  	
   

  	
  Compensation and
  Reimbursement

  	
   

  	
  41

  
	
  SECTION 7.08.

  	
   

  	
  Right of Trustee to
  Rely on an Officers’ Certificate Where No Other Evidence Specifically
  Prescribed

  	
   

  	
  42

  
	
  SECTION 7.09.

  	
   

  	
  Disqualification; Conflicting
  Interests

  	
   

  	
  42

  
	
  SECTION 7.10.

  	
   

  	
  Corporate Trustee
  Required; Requirement for Eligibility

  	
   

  	
  48

  
	
  SECTION 7.11.

  	
   

  	
  Resignation and Removal
  of Trustee, Appointment of Successor

  	
   

  	
  48

  
	
  SECTION 7.12.

  	
   

  	
  Acceptance by Successor
  to Trustee

  	
   

  	
  50

  
	
  SECTION 7.13.

  	
   

  	
  Successor to Trustee by
  Merger, Consolidation or Succession to Business

  	
   

  	
  51

  
	
  SECTION 7.14.

  	
   

  	
  Preferential Collection
  of Claims Against Company

  	
   

  	
  52

  
	
  SECTION 7.15.

  	
   

  	
  Appointment of
  Additional and Separate Trustees

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  	
  CONCERNING
  THE HOLDERS

  	
   

  	
  57

  
	
  SECTION 8.01.

  	
   

  	
  Evidence of Action by
  Holders

  	
   

  	
  57

  



 


iii





















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  SECTION 8.02.

  	
   

  	
  Proof of Execution of
  Instruments and of Holding of Securities

  	
   

  	
  58

  
	
  SECTION 8.03.

  	
   

  	
  Who May Be Deemed
  Owner of Securities

  	
   

  	
  59

  
	
  SECTION 8.04.

  	
   

  	
  Securities Owned by
  Company or Controlled or Controlling Companies Disregarded for Certain
  Purposes

  	
   

  	
  59

  
	
  SECTION 8.05.

  	
   

  	
  Instruments Executed by
  Holders Bind Future Holders

  	
   

  	
  59

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
   

  	
  HOLDERS’
  MEETINGS AND CONSENTS

  	
   

  	
  60

  
	
  SECTION 9.01.

  	
   

  	
  Purposes for Which
  Meeting May Be Called

  	
   

  	
  60

  
	
  SECTION 9.02.

  	
   

  	
  Call of Meeting by
  Trustee

  	
   

  	
  60

  
	
  SECTION 9.03.

  	
   

  	
  Call of Meetings by
  Company or Holders

  	
   

  	
  60

  
	
  SECTION 9.04.

  	
   

  	
  Who May Attend and
  Vote at Meetings

  	
   

  	
  61

  
	
  SECTION 9.05.

  	
   

  	
  Regulations May Be
  Made by Trustee

  	
   

  	
  61

  
	
  SECTION 9.06.

  	
   

  	
  Manner of Voting at
  Meetings and Record to Be Kept

  	
   

  	
  61

  
	
  SECTION 9.07.

  	
   

  	
  Written Consent in Lieu
  of Meetings

  	
   

  	
  62

  
	
  SECTION 9.08.

  	
   

  	
  No Delay of Rights by
  Meeting

  	
   

  	
  62

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
   

  	
  SUPPLEMENTAL
  INDENTURES

  	
   

  	
  62

  
	
  SECTION 10.01.

  	
   

  	
  Purposes for Which
  Supplemental Indentures May Be Entered into Without Consent of Holders

  	
   

  	
  62

  
	
  SECTION 10.02.

  	
   

  	
  Modification of
  Indenture with Consent of Holders of a Majority in Principal Amount of
  Securities

  	
   

  	
  64

  
	
  SECTION 10.03.

  	
   

  	
  Effect of Supplemental
  Indentures

  	
   

  	
  65

  
	
  SECTION 10.04.

  	
   

  	
  Securities
  May Bear Notation of Changes by Supplemental Indentures

  	
   

  	
  65

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
   

  	
  CONSOLIDATION,
  MERGER, SALE, CONVEYANCE OR LEASE

  	
   

  	
  65

  
	
  SECTION 11.01.

  	
   

  	
  Company
  May Consolidate, etc., on Certain Terms

  	
   

  	
  65

  
	
  SECTION 11.02.

  	
   

  	
  Successor Corporation
  to Be Substituted

  	
   

  	
  66

  
	
  SECTION 11.03.

  	
   

  	
  Opinion of Counsel to
  Be Given Trustee

  	
   

  	
  66

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  	
   

  	
  SATISFACTION
  AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

  	
   

  	
  67

  
	
  SECTION 12.01.

  	
   

  	
  Satisfaction and
  Discharge of Indenture

  	
   

  	
  67

  
	
  SECTION 12.02.

  	
   

  	
  Defeasance and
  Discharge of Securities or Certain Obligations

  	
   

  	
  67

  



 


iv





















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  SECTION 12.03.

  	
   

  	
  Application by Trustee
  of Funds Deposited for Payment of Securities

  	
   

  	
  70

  
	
  SECTION 12.04.

  	
   

  	
  Repayment of Moneys
  Held by Paying Agent

  	
   

  	
  70

  
	
  SECTION 12.05.

  	
   

  	
  Repayment of Moneys
  Held by Trustee

  	
   

  	
  70

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  	
   

  	
  IMMUNITY
  OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES

  	
   

  	
  71

  
	
  SECTION 13.01.

  	
   

  	
  Incorporators,
  Stockholders, Officers, Directors and Employees of Company Exempt from
  Individual Liability

  	
   

  	
  71

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOURTEEN

  	
   

  	
  MISCELLANEOUS
  PROVISIONS

  	
   

  	
  71

  
	
  SECTION 14.01.

  	
   

  	
  Successors and Assigns
  of Company Bound by Indenture

  	
   

  	
  71

  
	
  SECTION 14.02.

  	
   

  	
  Acts of Board,
  Committee or Officer of Successor Corporation Valid

  	
   

  	
  71

  
	
  SECTION 14.03.

  	
   

  	
  Required Notices or
  Demand

  	
   

  	
  72

  
	
  SECTION 14.04.

  	
   

  	
  Indenture and
  Securities to Be Construed in Accordance with the Laws of the State of
  Illinois

  	
   

  	
  72

  
	
  SECTION 14.05.

  	
   

  	
  Officers’ Certificate
  and Opinion of Counsel to Be Furnished upon Application or Request by the
  Company

  	
   

  	
  72

  
	
  SECTION 14.06.

  	
   

  	
  Payments Due on
  Non-Business Days

  	
   

  	
  73

  
	
  SECTION 14.07.

  	
   

  	
  Moneys of Different
  Currencies To be Segregated

  	
   

  	
  73

  
	
  SECTION 14.08.

  	
   

  	
  Payment to Be in Proper
  Currency

  	
   

  	
  73

  
	
  SECTION 14.09.

  	
   

  	
  Provisions Required by
  Trust Indenture Act of 1939 to Control

  	
   

  	
  73

  
	
  SECTION 14.10.

  	
   

  	
  Indenture May be
  Executed in Counterparts

  	
   

  	
  74

  
	
  SECTION 14.11.

  	
   

  	
  Separability Clause

  	
   

  	
  74

  



 


v





















 


INDENTURE, dated as of the 15th day of January, 1993 between Whitman
Corporation, a corporation incorporated under the laws of Delaware (the “Company”),
and The First National Bank of Chicago, a national banking association
organized and existing under the laws of the United States (the “Trustee”).


 


WHEREAS, the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes and other evidences of indebtedness (hereinafter referred to
as the “Securities”), to be issued in one or more series in an unlimited amount
as provided in this Indenture; and


 


WHEREAS, all acts and things necessary to make this Indenture a valid
agreement in accordance with its terms have been done.


 


NOW, THEREFORE, THIS INDENTURE
WITNESSETH:


 


For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, the Company and the Trustee mutually
covenant and agree, for the equal and proportionate benefit of the respective
Holders from time to time of the Securities, and of the Coupons, if any,
appertaining thereto, as follows:


 


ARTICLE ONE


 


DEFINITIONS


 


SECTION 1.01.  Certain Terms Defined.  The terms defined in this Section 1.01
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section 1.01:


 


“Authorized Newspaper” shall mean a
newspaper printed in the English language or official language of the country
of publication and customarily published at least once a day on each business
day in each calendar week and of general circulation in the place or places of
publication, whether or not such newspaper is published on Saturdays, Sundays and
legal holidays.  Whenever, under the
provisions of this Indenture, two or more publications of a notice or other
communication are required or permitted, such publications may be in the same
or different Authorized Newspapers.  If,
because of temporary or permanent suspension of publication or general
circulation of any newspaper or for any other reason, it is impossible or
impracticable to publish any notices required by this Indenture in the manner
herein provided, then such publication in lieu thereof or such other notice as
shall be made with the approval of the Trustee shall constitute a sufficient
publication of such notice.


 


“Bankruptcy Law” shall mean Title 11 of
the U.S.  Code or any similar federal or
state law for the relief of debtors.


 


“Board of Directors” when used with
reference to the Company, shall mean the Board of Directors of the Company or
any committee of such Board authorized to act on its behalf with respect to any
particular matter.


 





















 


“Business Day” shall mean any day other
than a Saturday or Sunday and other than a day on which banking institutions in
Chicago, Illinois, or New York, New York, are authorized or obligated by law or
executive order to close or, with reference to any Securities of any series, as
set forth in the instrument establishing the series and in the Securities of
such series.


 


“Certified Board Resolution” shall mean
one or more resolutions certified by the Secretary or any Assistant Secretary
of the Company to have been duly adopted or consented to by the Board of
Directors and to be in full force and effect on the date of such certification.


 


“Company” shall mean Whitman Corporation
and, subject to the provisions of Article Eleven, shall mean its
successors and assigns from time to time hereafter.


 


“Company Direction” or “Company Request” shall mean a written direction or request
of the Company, signed by its Chairman, any Executive Vice President, Senior
Vice President or Vice President and by its Secretary, any Assistant Secretary,
its Treasurer or any Assistant Treasurer.


 


“Corporate Trust Office” or other similar
term, shall mean the principal office of the Trustee in Chicago, Illinois, at
which at any particular time its corporate trust business shall be principally
administered, or, if no such office is maintained, such other office of the
Trustee as shall be designated.  The
Corporate Trust Office on the date hereof is located at One First National
Plaza, Suite 0126, Chicago, Illinois 60670, Attention: Corporate Trust
Administration.


 


“Coupon” shall mean any interest coupon
appertaining to a Security.


 


“Depositary” shall mean, with respect to
the Securities of any series issuable or issued in whole or in part in the form
of one or more Global Securities, the person designated as Depositary by the
Company pursuant to Section 2.01 until a successor Depositary shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter ‘Depositary’ shall mean or include each person who is then a
Depositary hereunder, and if at any time there is more than one such person, ‘Depositary’
as used with respect to the Securities of any such series shall mean the
Depositary with respect to the Securities of that series.


 


“Dollars and $” shall mean lawful money
of the United States of America.


 


“Event of Default” shall mean any event
specified in Section 6.01, continued for the period of time, if any, and
after the giving of the notice, if any, therein designated.


 


“Global Security” shall mean a Security
evidencing all or part of a series of Securities issued to, and registered in
the name of, the Depositary for such series (or its nominee) in accordance with
Section 2.03.


 


“Government Obligations” with respect to
any series of Securities shall mean (i) direct noncallable obligations of
the government which issued the currency in which the Securities of that series
are denominated or (ii) noncallable obligations the payment of the
principal of and interest on which is fully guaranteed by such government and
which, in either case, are full faith and credit obligations of such
government.


 


2





















 


“Holder,” with respect to a registered
Security, shall mean any person in whose name such Security shall be registered
on the Security Register, and, with respect to an unregistered Security, shall
mean the bearer thereof or any Coupon appertaining thereto.


 


“Indenture” shall mean this instrument as
originally executed or, if amended or supplemented as herein provided, as so
amended or supplemented, and shall include the terms and forms of particular
series of Securities established as contemplated hereunder.


 


“Interest Payment Date” shall mean the
date on which an installment of interest on any series of Securities shall
become due and payable, as therein or herein provided.


 


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


 


“Officers’ Certificate” shall mean a
certificate of the Company, signed by its Chairman, any Executive Vice
President, Senior Vice President or Vice President and by its Secretary, any
Assistant Secretary, its Treasurer or any Assistant Treasurer, delivered to the
Trustee.  Each such certificate shall
include (except as otherwise provided in this Indenture) the statements
provided for in Section 14.05.


 


“Opinion of Counsel” shall mean an
opinion in writing signed by legal counsel, who may be an employee of, or
counsel to, the Company.  Each such
opinion shall include (except as otherwise provided in this Indenture) the
statements provided for in Section 14.05.


 


“Original Issue Discount Security” shall
mean any Security which provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the Stated
Maturity thereof pursuant to Section 6.02.


 


“Outstanding” when used with reference to
Securities of any series, subject to the provisions of Section 8.04, shall
mean, as of any particular time, all Securities of such series authenticated by
the Trustee and delivered under this Indenture, except:


 


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


 


(b)           Securities
of such series or portions thereof for the payment or redemption of which
moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been
set aside and segregated in trust by the Company (if the Company shall act as
its own paying agent); provided that, if such Securities or portions thereof
are to be redeemed, notice of such redemption shall have been given as provided
in Article Three or provision satisfactory to the Trustee shall have been
made for giving such notice;


 


(c)           Securities
of such series in lieu of or in substitution for which other Securities shall
have been authenticated and delivered pursuant to the terms of Section 2.07,
other than Securities as to which the Trustee receives proof satisfactory to it
that 


 


3





















 


such Security is
held by a bona fide purchaser in whose hands such
Security is a legal, valid and binding obligation of the Company; and


 


(d)           Securities
which have been defeased pursuant to Section 12.02; provided,
however, that in determining whether the Holders of the requisite
principal amount of the Securities of any or all series then Outstanding have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of an Original Issue Discount Security which
shall be deemed to be Outstanding for such purposes shall be the portion of the
principal amount thereof that could be declared to be due and payable upon the
occurrence of an Event of Default and the continuation thereof pursuant to the
terms of such Original Issue Discount Security as of such time.


 


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


 


“Principal Property” shall mean any
manufacturing plant or warehouse owned or leased by the Company or any
Subsidiary and located within the United States of America, whether owned or
leased on the date hereof or hereafter, the gross book value of which exceeds
one percent of Consolidated Net Worth, other than manufacturing plants and
warehouses which the Board of Directors by resolution declares are not of
material importance to the total business conducted by the Company and its
Restricted Subsidiaries as an entirety and which, when taken together with all
other plants and warehouses as to which such a declaration has been so made, is
so declared by the Board of Directors to be not of material importance to the
total business conducted by the Company and its Restricted Subsidiaries as an
entirety.


 


“Record Date” as used with respect to any
Interest Payment Date shall mean the close of business on the 15th day of the
month preceding the month in which an Interest Payment Date occurs, if such
Interest Payment Date is the first day of such month, or the first day of the
month in which an Interest Payment Date occurs, if such Interest Payment Date
is the 15th day of such month, in each case whether or not a Business Day, or
such other dates with respect to a particular series of Securities as may be
specified in the instrument establishing such series.


 


“Responsible Office” when used with
respect to the Trustee shall mean the chairman or any vice chairman of the
board of directors, the chairman or any vice chairman of the executive
committee of the board of directors, the president, any vice president, the
cashier, any assistant cashier, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, any trust officer, any assistant trust
officer, or any other officer of the Trustee customarily performing functions
similar to those performed by the persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with the particular subject.


 


“Restricted Subsidiary” shall mean any
Subsidiary (i) substantially all the property of which is located, or
substantially all of the business of which is carried on, within the United
States of America or which is incorporated under the laws of any State of the
United States of America and (ii) which owns or leases a Principal
Property.


 


4





















 


“Security or Securities” shall have the
meaning stated in the recital of this Indenture and shall more particularly
mean any Security or such Securities, as the case may be, authenticated and
delivered pursuant to this Indenture.


 


“SEC” shall mean the United States
Securities and Exchange Commission.


 


“Sinking Fund” shall mean any fund
established by the Company for redemption of the Securities of any series prior
to Stated Maturity.


 


“Stated Maturity,” when used with respect
to any Security, shall mean the date on which the last payment of principal of
such Security is due and payable in accordance with the terms thereof.


 


“Subsidiary” shall mean any corporation
at least a majority of the outstanding securities of which having ordinary
voting power to elect a majority of the board of directors of such corporation
(whether or not any other class of securities has or might have voting power by
reason of the occurrence of a contingency) is at the time owned or controlled,
directly or indirectly, by the Company, or by one or more Subsidiaries, or by
the Company and one or more Subsidiaries.


 


“Trustee” shall mean the Trustee named in
the first paragraph of this Indenture until a successor Trustee shall have
become such pursuant to the applicable provisions hereof, and thereafter “Trustee”
shall mean or include all Trustees hereunder, and, subject to the provisions of
Article Seven, shall also include its successors and assigns, and, unless
the context otherwise requires, shall also include any co-trustee or
co-trustees or separate trustee or trustees appointed pursuant to Section 7.15.


 


“Trust Indenture Act of 1939” and “TIA” (except as herein otherwise expressly provided) shall
mean the Trust Indenture Act of 1939 as in force on the date of this Indenture.


 


SECTION 1.02.  Other Definitions.  The terms listed below in this Section 1.02
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and any indenture supplemental
hereto shall have the respective meanings specified in the sections of this
Indenture set opposite the particular term:


 


	
  Term

  	
   

  	
  Defined in 

  Section

  	
   

  
	
  Consolidated
  Net Worth

  	
   

  	
  6.01

  	
   

  
	
  Debt

  	
   

  	
  4.05

  	
   

  
	
  Defaulted
  Interest

  	
   

  	
  2.04

  	
   

  
	
  Funded Debt

  	
   

  	
  4.06

  	
   

  
	
  Liens

  	
   

  	
  4.05

  	
   

  
	
  Mandatory
  Sinking Fund Payment

  	
   

  	
  3.04

  	
   

  
	
  Market
  Exchange Rate

  	
   

  	
  14.08

  	
   

  
	
  Minority
  Interest

  	
   

  	
  6.01

  	
   

  
	
  Optional
  Sinking Fund Payment

  	
   

  	
  3.04

  	
   

  
	
  Sale and
  Lease-Back Transaction

  	
   

  	
  4.06

  	
   

  



 


5





















 


	
  Term

  	
   

  	
  Defined in 

  Section

  
	
  Security
  Register and Security Registrar

  	
   

  	
  2.06

  
	
  Specified
  Currency

  	
   

  	
  14.08

  
	
  Value

  	
   

  	
  4.06

  



 


SECTION 1.03.  Incorporation by Reference of Trust Indenture
Act of 1939.  Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. 
All terms not defined in this Article One which are defined in the
TIA, or which are by reference therein defined in the United States Securities
Act of 1933, as amended (except as herein otherwise expressly provided and
unless the context otherwise requires), shall have the meanings assigned to
such terms in the TIA and in such Securities Act as in force as of the date of
this Indenture.  The following TIA terms
used in the provisions of the TIA incorporated by reference in this Indenture
shall have the following meanings:


 


“Commission” shall mean the SEC.


 


“Indenture Securities” shall mean the
Securities.


 


“Indenture to Be Qualified” shall mean
this Indenture.


 


“Indenture Trustee or Institutional Trustee”
shall mean the Trustee.


 


“Obligor” with reference to indenture
securities shall mean the Company.


 


ARTICLE TWO


 


ISSUE,
DESCRIPTION, EXECUTION, REGISTRATION, REGISTRATION OF

TRANSFER AND EXCHANGE OF SECURITIES


 


SECTION 2.01.  Amount Unlimited; Establishment of Series.  The aggregate principal amount of securities
which may be authenticated and delivered under this Indenture is unlimited.


 


The Securities may be issued in one or more series; and each such
series shall rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company.  All Securities of any one series shall be
substantially identical except as to denomination and except as the Company in
an Officers’ Certificate delivered pursuant to this Section 2.01 or in any
supplemental indenture may otherwise provide. 
The Securities may bear interest at such lawful rate or rates, from such
date or dates, shall mature at such time or times, may be redeemable at such
price or prices and upon such terms, including, without limitation, out of
proceeds from the sale of other Securities, or other indebtedness of the
Company, and may contain and/or be subject to such other terms and provisions
as shall be determined by the Company prior to the issuance of such Securities
in accordance with the authority granted in one or more resolutions of the
Board of Directors and set forth in an Officers’ Certificate or a supplemental
indenture, which instrument shall establish with respect to each series of
Securities:


 


(1)           the
designation of the Securities of such series, which shall distinguish the
Securities of one series from all other Securities;


 


6





















 


(2)           the
limit upon the aggregate principal amount at Stated Maturity of the Securities
of such series which may be authenticated and delivered under this Indenture
(not including Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of such series
pursuant to Section 2.06, 2.07, 2.08, 3.02 or 10.04);


 


(3)           the
rate or rates at which the Securities of such series shall bear interest, if
any, or the formula or method by which interest shall accrue, the dates from
which interest shall accrue, the Interest Payment Dates on which such interest shall
be payable, and, in the case of registered Securities, the Record Date for the
interest payable on any Interest Payment Date;


 


(4)           the
Stated Maturity of the Securities of such series;


 


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


 


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


 


(7)           if
other than the principal amount at Stated Maturity, the portion of the
principal amount at Stated Maturity of the Securities of such series which
shall be payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.02;


 


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


 


(9)           the
form of Security to be used to evidence ownership of Securities of such series;


 


(10)         any
terms with respect to conversion of the Securities of such series, warrants
attached thereto or terms pursuant to which warrants may exist;


 


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


 


(12)         any
additional offices or agencies maintained pursuant to Section 4.02;


 


7





















 


(13)         whether
the Securities of such series shall be issued as registered Securities or as
unregistered Securities, with or without Coupons; whether unregistered
Securities may be exchanged for registered Securities of such series and
whether registered Securities may be exchanged for unregistered Securities of
such series (if permitted by applicable laws and regulations) and the
circumstances under which and the place or places where any such exchanges, if
permitted, may be made; and whether the Securities of such series shall be
issued in whole or in part in the form of one or more Global Securities and, in
such case, the Depositary for such Global Security or Securities and whether
any Global Securities of such series shall be issuable initially in temporary
form, and whether any Global Securities of such series shall be issuable in
definitive form, with or without Coupons, and, if so, whether beneficial owners
of interests in any such definitive Global Security may exchange such interests
for Securities of such series and the circumstances under which and the place
or places where any such exchange may occur,


 


(14)         if
other than Dollars, the coin, or currency or currencies, or currency unit or
units in which the Securities of such series shall be denominated and in which
payment of the principal of (and premium, if any) and interest, if any, on any
of such Securities shall be payable;


 


(15)         if
the principal of (and premium, if any) and interest, if any, on any of the
Securities of such series are to be payable at the election of the Company or a
Holder thereof or under some or all other circumstances, in a coin, or currency
or currencies, or currency unit or units other than that in which the
Securities are denominated, the period or periods within which, and the terms
and conditions upon which, such election may be made, or the other
circumstances under which any of the Securities are to be so payable, and any
provision requiring the Holder to bear currency exchange costs by deduction
from such payments;


 


(16)         if
the amount of payments of principal (and premium, if any) and interest, if any,
on any of the Securities of such series may be determined with reference to a
currency, currency unit, commodity or financial or non-financial index or
indices, then the manner in which such amounts shall be determined;


 


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


 


(18)         the
person to whom any interest on any registered Security of such series shall be
payable, if other than the person in whose name that Security is registered at
the close of business on the Record Date for such interest, the manner in
which, or the person to whom, any interest on any unregistered 


 


8





















 


Security of such
series shall be payable, if otherwise than upon presentation and surrender of
the Coupons appertaining thereto as they severally mature, and the extent to
which, or the manner in which, any interest payable on a temporary Global
Security on an Interest Payment Date will be paid if other than in the manner
provided in Section 4.01;


 


(19)         whether
Section 12.02 shall not apply to the Securities of such series; and


 


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


 


SECTION 2.02.  Form of Securities and Trustee’s
Certificate of Authentication. 
The Securities of each series shall be substantially in the form
established by or pursuant to one or more resolutions of the Board of
Directors, with such specific terms, additions or omissions as may be determined
pursuant to an Officers’ Certificate or a supplemental indenture as
contemplated in Section 2.01 hereof, in each case with such letters,
numbers or other marks of identification or designation and such legends or
endorsements printed, lithographed or engraved thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of the 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 stock
exchange on which the Securities may be listed, or to conform to usage.  The Trustee’s certificate of authentication
to be borne by such Securities shall be in the form set forth below:


 


(Form of Trustee’s
Certificate of Authentication)


 


This is one of the Securities
of the series designated herein issued under the

within-mentioned Indenture.


 


	
   

  	
   

  
	
   

  	
  As Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized
  Signature

  



 


SECTION 2.03.  Global Securities.  If Securities of a series are issuable in
whole or in part as Global Securities pursuant to Section 2.01, then,
notwithstanding clause (8) of Section 2.01 and the provisions of Section 2.04,
such Global Securities shall represent such of the Outstanding Securities of
such series as shall be specified therein and may provide that they shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges or
redemptions.  Any endorsement of a Global
Security to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made by the Trustee in such
manner and upon instructions given by such Person or Persons as shall be specified
therein or in the Company Direction to be delivered to the Trustee pursuant to Section 2.04
or Section 2.07.  Subject to the
provisions of Section 2.04 and, if applicable, Section 2.07, the
Trustee shall deliver and redeliver any Global 


 


9





















 


Security in the manner and upon written instructions
given by the Person or Persons specified therein or in the applicable Company
Direction.  If a Company Direction
pursuant to Section 2.04 or 2.07 has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Global Security shall be in writing but need not
comply with Section 14.05 and need not be accompanied by an Opinion of
Counsel.


 


Notwithstanding the provisions of Sections 2.02 and 4.01, unless
otherwise specified pursuant to Section 2.01, payment of principal of (and
premium, if any) and interest, if any, on any Global Security shall be made to
the Person or Persons specified therein.


 


If at any time the Depositary for the Global Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Global Securities of such series or if at any time the Depositary for
the Global Securities of such series shall no longer be eligible to serve as
Depositary, the Company shall appoint a successor Depositary with respect to
the Global Securities of such series.  If
a successor Depositary for the Global Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company’s election pursuant to Section 2.01
that such Securities be represented by one or more Global Securities shall no
longer be effective with respect to the Global Securities of such series and
the Company shall execute, and the Trustee, upon receipt of a Company Direction
for the authentication and delivery of definitive Securities of such series,
shall authenticate and deliver, Securities of such series in definitive form in
an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such series in exchange for such Global
Security or Securities.


 


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


 


Upon the exchange of a Global Security for Securities in definitive
form, such Global Security shall be cancelled by the Trustee.  Registered Securities issued in exchange for
a Global Security pursuant to this Section shall be registered in such
names and in such authorized denominations as the Depositary for such Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. 
The Trustee shall deliver such registered Securities to, or upon the
order of, the Persons in whose names such Securities are so registered.


 


Unless otherwise specified by the Company pursuant to Section 2.01,
a Global Security representing all or a portion of the Securities of a series
may not be transferred except as a whole by the 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 Depositary for such series or a nominee of such
successor Depositary.


 


10





















 


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


 


SECTION 2.04.  Denomination, Authentication and Dating of
Securities.  The Securities of
each series may be issued as registered Securities or, if provided by the terms
of the instrument establishing such series of Securities, as unregistered
Securities, with or without coupons.  The
Securities of each series, if registered, shall be issuable in denominations of
$1,000 and any integral multiple of $1,000, and, if unregistered, shall be
issuable in denominations of $5,000 and any integral multiple of $5,000, unless
otherwise provided by the terms of the instrument establishing such series of
Securities.  Each Security shall be dated
as of the date of its authentication.


 


At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Direction
for authentication and delivery of such Securities, and the Trustee shall
thereupon authenticate and deliver such Securities in accordance with such
Company Direction.  Prior to the issuance
of Securities of any series, the Trustee shall be entitled to receive, and
subject to Section 7.01, shall be fully protected in relying upon:


 


(1)           a
Certified Board Resolution pursuant to which the issuance of the Securities of
such series is authorized;


 


(2)           an
executed supplemental indenture, if any;


 


(3)           an
Officers’ Certificate, if any, delivered in accordance with Section 2.01
and an Officers’ Certificate as to the absence of any Event of Default or any
event which with notice or lapse of time or both could become an Event of
Default; and


 


(4)           at
the option of the Company, either an Opinion of Counsel or a letter addressed
to the Trustee permitting the Trustee to rely on an Opinion of Counsel,
substantially to the effect that:


 


(i)            the
form and the terms of the Securities of such series have been established in
conformity with the provisions of this Indenture;


 


(ii)           the
Securities of such series have been duly authorized, and, when the Securities
of such series and the Coupons, if any, appertaining thereto shall have been
executed by the Company and authenticated by the Trustee in accordance with the
provisions of this Indenture and delivered to and duly paid for by the
purchasers thereof, such Securities will have been duly issued under this
Indenture and will be valid and legally binding obligations of the Company
enforceable in accordance with their respective terms, subject to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to
or affecting the enforcement of creditors’ rights and to general principles of 


 


11





















 


equity (regardless
of whether enforceability is considered in a proceeding in equity or at law),
and will be entitled to the benefits of this Indenture;


 


(iii)          no
consent, approval, authorization, order, registration or qualification of or
with any governmental agency or body having jurisdiction over the Company is
required for the execution and delivery of the Securities of such series by the
Company, except such as have been obtained, but no opinion need be expressed as
to provincial or state securities or Blue Sky laws; and


 


(iv)          the
registration statement, if any, relating to the Securities of such series and
any amendments thereto has become effective under the Securities Act of 1933,
as amended, and to the best knowledge of such counsel, no stop order suspending
the effectiveness of such registration statement, as amended, has been issued
and no proceeding for that purpose have been instituted or threatened.


 


In addition, such Opinion of Counsel shall address such other matters
as the Trustee may reasonably request.


 


The Trustee shall have the right to decline to authenticate and deliver
any Securities of such series (A) if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken; or (B) if
the Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors or trustees and/or vice presidents
shall determine that such action would expose the Trustee to personal liability
to Holders of Outstanding Securities of any series.


 


So long as there is no existing default in the payment of interest on
registered Securities of any series, all such Securities authenticated by the
Trustee after the close of business on the Record Date for the payment of
interest on any Interest Payment Date relating to such Record Date and prior to
such Interest Payment Date shall bear interest from such Interest Payment Date;
provided, however,
that if and to the extent that the Company shall default in the interest due on
such Interest Payment Date, then any such Securities shall bear interest from
the next preceding Interest Payment Date relating to such Security with respect
to which interest has been paid or duly provided for on such Securities, or, if
no interest has been paid or duly provided for on such Securities, from the
date from which interest shall accrue as such date is set forth in the
instrument establishing the terms of such Securities.


 


The Person in whose name any Security is registered at the close of
business on any Record Date with respect to any Interest Payment Date shall be
entitled to receive the interest payable on such Interest Payment Date
notwithstanding the cancellation of such Security upon any registration and
transfer or exchange thereof subsequent to such Record Date and prior to such
Interest Payment Date, except if and to the extent the Company shall default in
the payment of the interest due on such Interest Payment Date, in which case
such defaulted interest (herein called “Defaulted Interest”) shall be paid to
the persons in whose names Outstanding Securities of such series are registered
at the close of business on a subsequent record date, which shall not be less
than five business days preceding the date of payment of such Defaulted
Interest 


 


12





















 


established
for such purpose by notice given by mail by or on behalf of the Company to
Holders of such Securities not less than 15 days preceding such subsequent
record date.  Such notice shall be given
to the persons in whose names such Outstanding Securities of such series are
registered at the close of business on the third business day preceding the
date of the mailing of such notice.


 


SECTION 2.05.  Execution of Securities.  The Securities and Coupons appertaining
thereto, if any, shall be signed on behalf of the Company by its Chairman, any
Executive Vice President, Senior Vice President or Vice President and by its
Secretary or any Assistant Secretary under its corporate seal.  Such signatures may be the manual or
facsimile signatures of the present or any future such authorized officers and
may be imprinted or otherwise reproduced on the Securities and such
Coupons.  The seal of the Company may be
in the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Securities and such Coupons.


 


Only such Securities as shall bear thereon a Trustee’s certificate of
authentication substantially in the form provided in Section 2.04 (or Section 2.12,
if applicable), signed manually by the Trustee, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose.  The Trustee’s certificate of authentication
on any Security executed by the Company shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder.


 


In case any officer of the Company who shall have signed any of the
Securities or such Coupons shall cease to be such officer before the Securities
or such Coupons so signed shall have been authenticated by the Trustee and
delivered or disposed of by the Company, such Securities and such Coupons
nevertheless may be authenticated and delivered or disposed of as though the
officer who signed such Securities and such Coupons had not ceased to be such
officer of the Company; and any Security or such Coupons may be signed on behalf
of the Company by such persons as, at the actual date of the execution of such
Security or such Coupons, shall be the proper officers of the Company, although
at the date of such Security or such Coupons or of the execution of this
Indenture any such person was not such officer.


 


SECTION 2.06.  Registration of Transfer and Exchange.  The Company shall keep, at an office or
agency maintained by the Company in accordance with the provisions of Section 4.02,
a register for each series of registered Securities (such register being herein
referred to as the “Security Register”), in which, subject to such reasonable
regulations as it may prescribe, the Company shall register Securities of such
series and shall register the transfer of such Securities as in this Article Two
provided.  At all reasonable times the
Security Register shall be open for inspection by the Trustee.  Subject to Sections 2.01 and 2.03, upon due
presentment for registration of transfer of any such Security at such office or
agency, or such other offices or agencies as the Company may designate, the
Company shall execute and the Trustee shall authenticate and deliver in the
name of the transferee or transferees a new Security or Securities of
authorized denominations, of the same series and of like aggregate principal
amount at Stated Maturity.


 


Unless and until otherwise determined by or pursuant to one or more
resolutions of the Board of Directors, the Security Register for the purpose of
registration, exchange or registration 


 


13





















 


of transfer of
registered Securities shall be kept at the Corporate Trust Office and, for this
purpose, the Trustee shall be designated the “Security Registrar”.


 


Subject to Sections 2.01 and 2.03, at the option of the Holder,
Securities of any series may be exchanged for Securities of the same series of
like aggregate principal amount at Stated Maturity and of other authorized
denominations.  Securities to be so
exchanged shall be surrendered at the offices or agencies to be maintained by
the Company as provided in Section 4.02, and the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor the Security or
Securities which the Holder making the exchange shall be entitled to receive.


 


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


 


No service charge shall be made for any exchange or registration of
transfer of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto.


 


The Company shall not be required (a) to issue, register the
transfer of or exchange any Securities of any series for a period of 15 days next
preceding any selection of Securities of such series to be redeemed, or (b) to
register the transfer of or exchange any Securities of such series selected,
called or being called for redemption in whole or in part except, in the case
of any Security to be redeemed in part, the portion thereof not so to be
redeemed.


 


SECTION 2.07.  Temporary Securities.  Pending the preparation of definitive
Securities, the Company may execute and deliver and the Trustee, upon Company
Direction, shall authenticate and deliver temporary Securities (printed,
lithographed, or typewritten), of any authorized denomination, and
substantially in the form of the definitive Securities, but with such
omissions, insertions and variations as may be appropriate for temporary Securities,
all as may be determined by the Company. 
Temporary Securities may be issued without a recital of the specific
redemption prices, if any, applicable to such Securities, and may contain such
reference to any provisions of this Indenture as may be appropriate.  Every temporary Security shall be executed by
the Company and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities.  The Company shall execute
and furnish definitive Securities as soon as practicable and thereupon any or
all temporary Securities may be surrendered in exchange therefor at the
Corporate Trust Office, and the Trustee shall authenticate and deliver in
exchange for such temporary Securities a like aggregate principal amount at
Stated Maturity of definitive Securities of the same series.  Until so exchanged, the temporary Securities
shall be entitled to the same benefits under this Indenture as definitive Securities
authenticated and delivered hereunder.


 


SECTION 2.08.  Mutilated, Destroyed, Lost or Stolen
Securities.  In case any
temporary or definitive Security and, in the case of a definitive Security,
Coupons appertaining thereto, if any, shall become mutilated or be destroyed,
lost or stolen, the Company in its discretion may 


 


14





















 


execute, and upon a Company Request the Trustee shall
authenticate and deliver, a new Security or such Coupons of the same series
bearing a number not contemporaneously Outstanding, in exchange and
substitution for the mutilated Security or such Coupons, or in lieu of and in
substitution for the Security or such Coupons so destroyed, lost or
stolen.  In every case, the applicant for
a substituted Security or such Coupons shall furnish to the Company and to the
Security Registrar and any paying agent, such security or indemnity as may be
required by them to save each of them harmless from all risk, however remote,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and to the Security Registrar and any paying agent,
evidence to their satisfaction of the destruction, loss or theft of such
Security or such Coupons and of the ownership thereof.  The Trustee may authenticate any such
substituted Security and deliver the same upon Company Direction.  Upon the issuance of any substituted Security
or such Coupons, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses connected therewith.  In case any Security which has matured or is
about to mature or which has been called for redemption shall become mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a
substituted Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Security) if the applicant
for such payment shall furnish the Company and any paying agent with such
security or indemnity as either may require to save it harmless from all risk,
however remote, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company of the destruction, loss or theft of such Security
and of the ownership thereof.


 


Every substituted Security of any series or Coupon issued pursuant to
the provisions of this Section 2.08 by virtue of the fact that any
Security or Coupon is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security or Coupon shall be found at any time, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Securities of such series or Coupons duly issued and delivered hereunder.  All Securities and Coupons shall be held and
owned upon the express condition that the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities and Coupons, and shall preclude (to the extent lawful) any
and all other rights or remedies, notwithstanding any law or statute existing
or hereafter enacted to the contrary with respect to the replacement or payment
of negotiable instruments or other securities without their surrender.


 


SECTION 2.09.  Cancellation of Surrendered Securities.  All Securities surrendered for payment,
redemption, registration of transfer or exchange, and all Coupons surrendered
for payment, shall, if surrendered to any person other than the Trustee, be
delivered to the Trustee for cancellation by it, or, if surrendered to the
Trustee, shall be cancelled by it, and all Securities delivered to the Trustee
in discharge or satisfaction in whole or in part of any Sinking Fund payment
(referred to in Section 3.04) shall be cancelled by the Trustee and no
Securities shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Indenture.  By
Company Request, the Trustee shall deliver to the Company cancelled Securities
and Coupons held by the Trustee.  With
the consent of the Company, the Trustee may destroy cancelled Securities and
Coupons and deliver a certificate of destruction to the Company.  If the Company shall acquire any of the
Securities or Coupons, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness or rights represented by such 


 


15





















 


Securities or Coupons unless and until the same are
delivered or surrendered to the Trustee for cancellation.


 


SECTION 2.10.  Provisions of Indenture and Securities for
the Sole Benefit of the Parties and the Holders.  Nothing in this Indenture or in the
Securities, expressed or implied, shall give or be construed to give to any
Person, other than the parties hereto and the Holders, any legal or equitable
right, remedy or claim under or in respect of this Indenture, or under any
covenant, condition or provision herein contained, all its covenants,
conditions and provisions being for the sole benefit of the parties hereto and
the Holders.


 


SECTION 2.11.  Computation of Interest.  Except as otherwise specified as contemplated
by Section 2.01 for Securities of any series, interest on the Securities
of each series shall be computed on the basis of a 360-day year of twelve 30-day
months.


 


SECTION 2.12.  Authenticating Agents.  The Trustee shall, if requested pursuant to a
Company Request, promptly appoint an agent or agents of the Trustee who shall
have authority to authenticate Securities of any series in the name and on
behalf of the Trustee Such appointment by the Trustee shall be evidenced by a
certificate executed by a Responsible Officer of the Trustee delivered to the
Company prior to the effectiveness of such appointment designating such agent
or agents and stating that all appropriate corporate action has been taken by
the Trustee in connection with such appointment.  Wherever reference is made in this Indenture
to the authentication of Securities by the Trustee or the Trustee’s certificate
of authentication, such reference shall be deemed to include authentication on
behalf of the Trustee by an authenticating agent and a certificate of
authentication executed on behalf of the Trustee by an authenticating agent.


 


Any such authenticating agent shall be an agent acceptable to the
Company and shall at all times be a corporation which is organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to act as authenticating agent, having a combined
capital and surplus of at least $1,000,000, and subject to supervision or
examination by Federal or State authority.


 


An authenticating agent may at any time resign with respect to one or
more series of Securities by giving written notice of resignation to the
Trustee and to the Company.  The Trustee
may at any time terminate the agency of an authenticating agent with respect to
one or more series of Securities by giving written notice of termination to
such authenticating agent and to the Company. 
Upon receiving such notice of resignation or upon such termination, or
in case at any time an authenticating agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee promptly may
appoint a successor authenticating agent. 
Any successor authenticating agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
authenticating agent herein.  No
successor authenticating agent shall be appointed unless eligible under the
provisions of this Section.


 


The Trustee agrees to pay to each authenticating agent from time to
time reasonable compensation for its services under this Section and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 7.07.


 


16





















 


The provisions of Sections 7.03, 7.04 and 7.05 shall be applicable to
any authenticating agent.


 


Pursuant to each appointment of an authenticating agent made under this
Section, the Securities of each series covered by such appointment may have
endorsed thereon, in addition to the Trustee’s certificate of authentication,
an alternate certificate of authentication in substantially the following form:


 


(ALTERNATE FORM OF TRUSTEE’S
CERTIFICATE OF


 


AUTHENTICATION)


 


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


 


	
   

  	
   

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authenticating
  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized
  Signature

  



 


SECTION 2.13.  Compliance with Certain Laws and Regulations.  If any unregistered Securities are to be
issued in any series of Securities, the Company shall use reasonable efforts to
provide for arrangements and procedures designed pursuant to then applicable
laws and regulations, if any, to ensure that such unregistered Securities are
sold or resold, exchanged, transferred and paid only in compliance with such
laws and regulations and without adverse consequences to the Company, the Holders
and the Trustee.


 


SECTION 2.14.  Medium-Term Securities.  Notwithstanding any contrary provision
herein, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Company Direction, Officers’
Certificate, supplemental indenture or Opinion of Counsel otherwise required
pursuant to Sections 2.01, 2.03, 2.04, 2.07 and Section 14.05 at or prior
to the time of authentication of each Security of such series if such documents
are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued; provided that any subsequent
direction by the Company to the Trustee to authenticate Securities of such
series upon original issuance shall constitute a representation and warranty by
the Company that as of the date of such direction, the statements made in the
Officers’ Certificate or supplemental indenture delivered pursuant to Section 2.01
shall be true and correct as if made on such date.


 


An Officers’ Certificate or supplemental indenture, delivered pursuant
to this Section 2.14 in the circumstances set forth in the preceding
paragraph, may provide that Securities which are the subject thereof will be
authenticated and delivered by the Trustee on original issue from time to time
upon the telephonic or written order of persons designated in such Officers’
Certificate or supplemental indenture (telephonic instructions to get promptly
confirmed in writing by such 


 


17





















 


person) and
that such persons are authorized to determine, consistent with such Officers’
Certificate or any applicable supplemental indenture, such terms and conditions
of the Securities as are specified in such Officers’ Certificate or
supplemental indenture.


 


ARTICLE THREE


 


REDEMPTION OF
SECURITIES – SINKING FUND


 


SECTION 3.01.  Applicability of Article.  The Company may become obligated, or reserve
the right, to redeem and pay, prior to Stated Maturity, all or any part of the
Securities of any series, either by optional redemption, Sinking Fund or
otherwise, by provision therefor in the instrument establishing such series of
Securities pursuant to Section 2.01 or in the Securities of such
series.  Redemption of any series shall
be made in accordance with the terms of such Securities and to the extent that
this Article does not conflict with such terms, in accordance with this
Article.


 


SECTION 3.02.  Notice of Redemption; Selection of
Securities.  In case the
Company shall be obligated, or shall exercise the right, to redeem Securities
as provided for in the first sentence of Section 3.01, it shall fix a date
for redemption (unless, by the terms of the instrument establishing such series
of Securities or the terms of such Securities, such date is fixed) and the
Company, or, at its request the Trustee, in the name of and at the expense of
the Company, shall give notice of such redemption to the Holders of the
Securities to be redeemed as a whole or in part, with respect to registered
Securities, by mailing a notice of such redemption not less than 30 nor more
than 60 days prior to the date fixed for redemption to their last addresses as
they shall appear upon the Security Register and, with respect to unregistered
Securities, by publishing in an Authorized Newspaper notice of such redemption
on two separate days, each of which is not less than 30 nor more than the 60
days prior to the date fixed for redemption. 
Any notice which is mailed or published, as the case may be, in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the Holder actually receives such notice.  In any case, failure duly to give notice by
mail, or any defect in the notice, to the Holder of any registered Security of
any series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of such
series.


 


In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impractical to mail notice of any event to Holders of
registered Securities when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.


 


Each such notice of redemption shall specify the designation of the
series of the Securities to be redeemed, the date fixed for redemption and the
redemption price at which Securities are to be redeemed, and shall state that
payment of the redemption price of the Securities or portions thereof to be
redeemed will be made at the offices or agencies to be maintained by the
Company in accordance with the provisions of Section 4.02 upon
presentation and surrender of such Securities, that interest accrued to the
date fixed for redemption will be paid as specified in such notice, and that,
on and after such date, interest thereon or on the portions thereof to be
redeemed will cease to accrue.  If less than
all the Securities of any series 


 


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are to be
redeemed, the notice to the Holders of Securities to be redeemed shall specify
the Securities to be redeemed.  In case
any Security is to be redeemed in part only, such notice shall state the portion
of the principal amount thereof to be redeemed, and shall state that on and
after the redemption date, upon surrender of such Security, a new Security or
Securities of the same series in authorized denominations and in a principal
amount at Stated Maturity equal to the unredeemed portion thereof will be
issued.


 


If less than all the Securities of like tenor and terms of any series
are to be redeemed, the Company shall give the Trustee written notice, at least
60 days (or such shorter period acceptable to the Trustee) in advance of the
date fixed for redemption, as to the aggregate principal amount at Stated
Maturity of Securities of such series to be redeemed, which shall be an
integral multiple of the minimum authorized denomination of such series, and
thereupon the Trustee shall select, in such manner as it shall deem appropriate
and fair, the Securities of such series to be redeemed in whole or in part and
shall thereafter promptly notify the Company in writing of the numbers of the
Securities so to be redeemed and, in the case of Securities to be redeemed in
part only, the principal amount at Stated Maturity so to be redeemed.  If less than all the Securities of unlike
tenor and terms of a series are to be redeemed, the particular Securities to be
redeemed shall be selected by the Company.


 


SECTION 3.03.  When Securities Called for Redemption Become
Due and Payable.  If the
giving of notice of redemption shall have been completed as provided in Section 3.02,
the Securities or portions of Securities specified in such notice shall become
due and payable on the date and at the place stated in such notice at the
applicable redemption price, together with interest accrued to the date fixed
for redemption, and on and after such date fixed for redemption (unless the
Company shall default in the payment of such Securities at the redemption
price, together with interest accrued to the date fixed for redemption)
interest on the Securities or portions of Securities so called for redemption
shall cease to accrue.  On presentation
and surrender of such Securities on or after the date fixed for redemption at
the place of payment specified in such notice, such Securities shall be paid
and redeemed by the Company at the applicable redemption price, together with
interest accrued to the date fixed for redemption, provided,
however, that installments of interest becoming due on the date
fixed for redemption on Securities which are in registered form shall be
payable to the Holders of such Securities or of one or more previous such
Securities evidencing all or a portion of the same debt as that evidenced by
such particular Securities, registered as such on the relevant Record Dates
according to their terms and the provisions of Section 2.04.


 


Upon presentation of any Security which is redeemed in part only, the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, at the expense of the Company, a new Security or
Securities of the same series in authorized denominations and in a principal
amount at Stated Maturity equal to the unredeemed portion of the Security so
presented.


 


SECTION 3.04.  Sinking Fund.  In the event that the instrument establishing
the terms of a particular series shall provide for a Sinking Fund, the Company
covenants that as and for a Sinking Fund for the redemption of Securities of
such series, so long as any of the Securities of such series are Outstanding:


 


19





















 


(a)           It
will pay to the Trustee or to a paying agent (or, if the Company is acting as
its own paying agent, segregate and hold in trust as provided in Section 4.04)
on or before each date set forth as a Sinking Fund payment date in the
instrument establishing such series, a sum in cash sufficient to retire on each
such date, at the Sinking Fund redemption price provided for in such instrument
and upon the conditions, if any, applicable thereto as specified in such
instrument, the principal amount of such Securities as specified in such
instrument.  Each such date is herein
called a “Sinking Fund payment date”, and each sum payable as provided in this
paragraph (a) is herein called a “mandatory Sinking Fund payment”.


 


(b)           If
the instrument establishing any series of Securities so provides, the Company
may elect to pay to the Trustee or to a paying agent (or, if the Company is
acting as its own paying agent, segregate and hold in trust as provided in Section 4.04)
on or before any Sinking Fund payment date with respect to a particular series
of Securities, an additional sum in cash sufficient to retire on such Sinking
Fund payment date, at the Sinking Fund redemption price, up to any additional
principal amount of Securities set forth in such instrument.  Any sum payable as provided in this paragraph
(b) is herein called an “optional Sinking Fund payment.”  Any such election by the Company shall be
evidenced by an Officers’ Certificate (which shall conform to Section 14.05),
delivered to the Trustee not later than 60 days (or such shorter period
acceptable to the Trustee) preceding such Sinking Fund payment date, which
Officers’ Certificate shall set forth the amount of the optional Sinking Fund
payment which the Company then elects to pay. 
The Company’s election, so evidenced, shall be irrevocable and the
Company shall, upon delivery of such Officers’ Certificate to the Trustee,
become bound to pay or segregate and hold in trust as aforesaid on or before
such Sinking Fund payment date the amount specified in such Officers’
Certificate.  Unless otherwise provided
in the instrument establishing such series, any such right to make an optional
Sinking Fund payment shall be noncumulative and shall in no event relieve the
Company of its obligation set forth in paragraph (a) of this Section 3.04.


 


All moneys paid or segregated and held in trust pursuant to this Section 3.04
shall be applied on the Sinking Fund payment date in respect of which such
payment or segregation was made, to the redemption of Securities as provided in
this Article Three.


 


SECTION 3.05.  Use of Acquired Securities to Satisfy Sinking
Fund Obligation.  In lieu of
making all or any Sinking Fund payment in cash as may be required by Section 3.04(a),
the Company may, not later than 60 days (or such shorter period acceptable to
the Trustee) preceding any applicable Sinking Fund payment date relating to a
particular series of Securities, deliver to the Trustee for cancellation
Securities of such series theretofore acquired by the Company (otherwise than through
the use of Sinking Fund moneys pursuant to Section 3.07) and not
theretofore made the basis for the reduction of any Sinking Fund payment with
respect to such series, accompanied by an Officers’ Certificate (which shall
conform to Section 14.05) stating the Company’s election to use such
Securities to reduce the amount of such Sinking Fund payment with respect to
such series (specifying the amount of the reduction of each such payment) and
certifying that such Securities have not theretofore been made the basis for a
reduction of any Sinking Fund payment with respect to such series.  Securities so delivered shall 


 


20





















 


be credited against the Sinking Fund payment due on
such Sinking Fund payment date at the Sinking Fund redemption price thereof.


 


SECTION 3.06.  Effect of Failure to Deliver Officers’
Certificate or Securities.  In
case of a failure of the Company, at or before the time provided in Section 3.05
to deliver an Officers’ Certificate, together with any Securities of the
particular series required by Section 3.05, the Company shall not be
permitted to make any such reduction of the amount of the Sinking Fund payment
with respect to such series payable on such Sinking Fund payment date.


 


SECTION 3.07.  Manner of Redeeming Securities.  The Securities of any series to be redeemed
from time to time through the operation of any Sinking Fund relating to such
series, as in Section 3.04 provided, shall be selected by the Trustee for
redemption in the manner provided in Section 3.02 and notice thereof shall
be given by the Trustee to the Company, and the Company hereby irrevocably
authorizes the Trustee, in the name of and at the expense of the Company, to
give notice on behalf of the Company of the redemption of such Securities, all
in the manner and with the effect in this Article Three specified, except
that, in addition to the matters required to be included in such notice by Section 3.02,
such notice shall also state that the Securities therein designated for
redemption are to be redeemed through operation of such Sinking Fund.  Such Securities shall be so redeemed and paid
in accordance with such notice in the manner and with the effect provided in
Sections 3.02 and 3.03.


 


Notwithstanding the foregoing, if at any time the amount of cash to be
paid into any Sinking Fund with respect to a particular series of Securities on
any next succeeding Sinking Fund payment date for such series, together with
any unused balance of any preceding Sinking Fund payment or payments with
respect to such series which shall not, in any case, include funds held by the
Trustee for Securities of such series which previously have been called for
redemption, shall not exceed in the aggregate $100,000, the Trustee, unless
requested by the Company, shall not select Securities for or give notice of the
redemption of Securities through the operation of the Sinking Fund with respect
to such series on the next succeeding Sinking Fund payment date.  Such unused balance of moneys deposited in
the Sinking Fund with respect to a particular series of Securities shall be
added to the next Sinking Fund payment for such series to be made in cash or,
at the request of the Company, shall be applied at any time or from time to
time to the purchase of Securities of such series, by public or private
purchase, in the open market or otherwise.


 


SECTION 3.08.  Sinking Fund Moneys to Be Held as Security
During Continuance of Event of Default; Exceptions.  Unless all Securities of any series then
Outstanding are to be redeemed, neither the Trustee nor any paying agent shall
redeem any Securities of such series with Sinking Fund moneys if the Trustee or
such paying agent shall at the time have knowledge of the continuance of any
Event of Default with respect to such series, except that where the mailing or
publication of notice of redemption of any such Securities shall theretofore
have been made, the Trustee or any paying agent, if sufficient funds shall have
been deposited with it for such purpose, shall redeem such Securities.  However, the Company itself shall not redeem
any such Securities with Sinking Fund moneys during the continuance of any
Event of Default with respect to such series. 
The Trustee shall not mail or publish any notice of redemption if it
shall at the time have knowledge of the continuance of any Event of Default
with respect to such series.  Except as
aforesaid, any moneys in the Sinking Fund with respect to such series at such 


 


21





















 


time and any moneys thereafter paid into the Sinking
Fund shall during such continuance be held as security for the payment of all
Securities of that series; provided, however,
that in case such Event of Default with respect to such series shall have been
waived as permitted by this Indenture or otherwise cured, such moneys shall
thereafter be held and applied in accordance with the provisions of this Article Three.


 


ARTICLE FOUR


 


PARTICULAR
COVENANTS OF THE COMPANY


 


SECTION 4.01.  Payments of Principal of (and Premium, If
Any) and Interest, If Any, on Securities.  The Company will duly and punctually pay or
cause to be paid the principal of (and premium, if any) and interest, if any,
on Securities of each series at the place, at the time or times and in the manner
provided in the instrument establishing such series and in the Securities of
such series.  The interest on the
Securities, if any, shall be payable (subject to the provisions of Section 2.04)
only to or upon the written order of the Holders thereof or, in the case of
unregistered Securities with Coupons, the Holders of Coupons relating
thereto.  Any installment of interest on
registered Securities of any series may at the Company’s option be paid by
mailing checks for such interest payable to or upon the written order of the
person entitled thereto pursuant to Section 2.04 to the address of such
person as it appears on the Security Register or by wire transfer to an account
designated by such person.


 


SECTION 4.02.  Maintenance of Offices or Agencies for
Registration of Transfer, Exchange and Payment of Securities.  As long as any of the Securities of any
series remain Outstanding, the Company will maintain one or more offices or
agencies in Chicago, Illinois, or at such other locations as the Company may
from time to time designate for any series of Securities, where such Securities
may be presented for registration of transfer and exchange as in this Indenture
provided, where such Securities may be presented for payment and where notices
and demands to or upon the Company in respect of such Securities or of this
Indenture may be served.  The Trustee
shall be the agent of the Company in the city in which the Corporate Trust
Office is located for all of the foregoing purposes unless the Company shall
designate and maintain some other office and agency for such purposes and give
the Trustee written notice of the location thereof.  The Company will give to the Trustee notice
of the location of each such office or agency and of any change of location
thereof.


 


SECTION 4.03.  Appointment to Fill a Vacancy in the Office
of Trustee.  The Company,
whenever necessary to avoid or fill a vacancy in the office of Trustee for any
one or more series of Securities, will appoint, in the manner provided in Section 7.11,
a Trustee, so that there shall at all times be a Trustee with respect to each
series of Securities hereunder.


 


SECTION 4.04.  Duties and Rights of Paying Agents; Company
as Paying Agent.


 


(a)           The
Company shall cause each paying agent, if any, other than the Trustee, for any
series of Securities, to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the provisions of
this Section 4.04, that such agent will:


 


22





















 


(1)           hold
all sums held by it as such agent for the payment of the principal of (and
premium, if any) or interest on the Securities of such series (whether such
sums have been paid to it by the Company or by any other obligor on the
Securities of such series) in trust for the benefit of the Holders of the
Securities of such series;


 


(2)           give
the Trustee notice of any default by the Company (or by any other obligor on
the Securities of such series) in making any payment of the principal of (or
premium, if any) or interest on the Securities of such series when the same
shall be due and payable; 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 by it as such
agent.


 


Whenever the Company shall have one or more paying agents for any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest on Securities of such series, deposit with
such paying agent or agents a sum sufficient to pay such principal (and
premium, if any) or interest on such Securities so becoming due.


 


(b)           If
the Company shall act as its own paying agent for any series of Securities, it
will, on or before each due date of the principal of (and premium, if any) or
interest on the Securities of such series, set aside, segregate and hold in
trust for the benefit of the Holders of the Securities of such series a sum
sufficient to pay such principal (and premium, if any) or interest on such
Securities so becoming due.  The Company
will promptly notify the Trustee of any failure by the Company to take such
action or the failure by any other obligor on the Securities of such series to
make any payment of the principal of (or premium, if any) or interest on the
Securities of such series when the same shall be due and payable.


 


(c)           Anything
in this Section 4.04 to the contrary notwithstanding, the Company may, at
any time, for the purpose of obtaining a satisfaction and discharge of this
Indenture, or for any other reason, pay or cause to be paid to the Trustee all
sums held in trust by the Company or any paying agent hereunder, as required by
this Section 4.04, 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.


 


(d)           Anything
in this Section 4.04 to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section 4.04 is subject to the
provisions of Sections 12.04 and 12.05.


 


SECTION 4.05.  Limitation on Liens.  Subject to the provisions of Article Twelve
(to the extent they are applicable to the Securities of any series), the
Company will not, nor will the Company permit any Restricted Subsidiary to,
issue, assume or guarantee any notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by a
mortgage, security interest, lien, pledge or other encumbrance (hereinafter, “liens”)
upon any Principal Property or upon any shares of stock or indebtedness of any
Restricted 


 


23





















 


Subsidiary (whether such Principal Property, shares of
stock or indebtedness are now owned or hereafter acquired) without in any such
case effectively providing concurrently with such issuance, assumption, or
guarantee that the Securities (together with, if the Company so determines, any
other indebtedness or obligation then existing and any other indebtedness or
obligation, thereafter created, ranking equally with the Securities) shall be
secured equally and ratably with (or prior to) such Debt so long as such Debt
shall be so secured, except that the foregoing provisions shall not apply to:


 


(a)           Liens
affecting property of a corporation existing at the time it becomes a Subsidiary
or at the time it is merged into or consolidated with or purchased by the
Company or a Subsidiary;


 


(b)           Liens
existing at the time of acquisition of the property affected thereby or
incurred to secure payment of all or part of the purchase price of such
property or to secure Debt incurred prior to, at the time of or within 180 days
after the acquisition of such property for the purpose of financing all or part
of the purchase price thereof (provided such liens are limited to such property
and improvements thereon);


 


(c)           Liens
placed within 180 days of completion of construction of new plants or
facilities to secure all or part of the cost of construction of such plants or
facilities, or to secure Debt incurred to provide funds for any such purpose;


 


(d)           Liens
which secure indebtedness owing by a Restricted Subsidiary to the Company or
another Restricted Subsidiary;


 


(e)           Liens
existing on the date of this Indenture;


 


(f)            Liens
arising by reason of mortgages on property owned or leased by the Company or a Restricted
Subsidiary in favor of the United States of America or any State thereof, or
any department, agency or instrumentality or political subdivision of the
United States of America or any State thereof, or in favor of any other country
or any political subdivision thereof, or in favor of holders of securities
issued by any such entity, pursuant to any contract or statute (including,
without limitation, mortgages or liens to secure pollution control or
industrial revenue bonds or similar financings) or to secure any indebtedness
incurred or guaranteed for the purpose of financing all or any part of the
purchase price or the cost of construction of the property subject to such
mortgages;


 


(g)           Mechanics’,
materialmen’s, carriers’, workmen’s, vendors’ or other like liens, arising in
the ordinary course of business in respect of obligations which are not past
due or which are being contested in good faith;


 


(h)           Liens
arising by reason of any deposit with, or the giving of any form of security to
(i) any surety company or clerk of any court, or in escrow, as collateral
in connection with, or in lieu of, any bond or appeal from any judgment or
decree against the Company or a Restricted Subsidiary, or in connection with
other proceedings or actions at law or in equity by or against the Company or a
Restricted Subsidiary, or (ii) any government or governmental department,
agency or instrumentality, which deposit or security is required or permitted
to qualify the Company or a Restricted 


 


24





















 


Subsidiary to
conduct business (or perform any contract with such entities), to maintain
self-insurance, or to obtain the benefit of, or comply with, any law pertaining
to workers’ compensation, unemployment insurance, old age pensions, social
security, or similar matters;


 


(i)            Liens
existing on property acquired by the Company or a Restricted Subsidiary through
the exercise of rights arising out of defaults on receivables acquired in the
ordinary course of business;


 


(j)            Liens
for judgments or awards, so long as the finality of any such judgment or award
is being contested in good faith and execution thereon is stayed;


 


(k)           Liens
for taxes or assessments or governmental charges or levies not yet past due or
delinquent or which can thereafter be paid without penalty, or which are being
contested in good faith by appropriate proceedings and for which adequate
reserves have been established, if appropriate; and any other liens of a nature
substantially similar to those described in this clause (k) which do not
materially impair the use of such property in the operation of the business of
the Company and its Restricted Subsidiaries taken as a whole or the value of
such property for the purposes of such business; or


 


(l)            any
extension, renewal or replacement (or successive extensions, renewals or
replacements) in whole or in part, of any lien referred to in the foregoing
clauses (a) to (k) inclusive or of any Debt secured thereby, provided that
the principal amount of Debt secured thereby shall not exceed the principal
amount of Debt so secured at the time of such extension, renewal or
replacement, and that such extended, renewed or replacement lien shall be
limited to all or part of the same property which secured the lien extended,
renewed or replaced (plus improvements on such property).


 


The covenant contained in this Section will be subject to the
provision for exempted indebtedness in Section 4.07.


 


SECTION 4.06.  Limitation on Sale and Lease-Back.  Subject to the provisions of Article Twelve
(to the extent they are applicable to the Securities of any series), the
Company will not, nor will it permit any Restricted Subsidiary to, enter into
any arrangement with any Person providing for the leasing by the Company or any
Restricted Subsidiary of any Principal Property (whether such Principal
Property is now owned or hereafter acquired), except for temporary leases for a
term, including any renewal, of not more than five years and except for leases
between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries, which Principal Property has been or is to be sold or transferred
by the Company or such Restricted Subsidiary to such Person (hereinafter, a “Sale
and Lease-Back Transaction”), unless either (i) the Company or such
Restricted Subsidiary would be entitled, in accordance with the provisions of Section 4.05
(other than provisions with respect to exempted indebtedness), to incur Debt
secured by a lien on such property without equally and ratably securing the
Securities, or (ii) the Company within 180 days after the effective date
of the Sale and Lease-Back Transaction applies an amount equal to the Value of
such transaction to the voluntary retirement of its Funded Debt.  For the purposes of this Article, “Value”
shall mean an amount equal to the greater of the net proceeds of the sale or
transfer of the property leased pursuant to such Sale and 


 


25





















 


Lease-Back Transaction, or the fair value in the
opinion of the Board of Directors of the leased property at the time of
entering into such Sale and Lease-Back Transaction.  For the purposes of this Article, “Funded
Debt” shall mean indebtedness (including Securities) maturing by the terms
thereof more than one year after the original creation thereof.


 


The covenant contained in this Section will be subject to the
provision for exempted indebtedness in Section 4.07.


 


SECTION 4.07.  Exempted indebtedness.  Notwithstanding the provisions contained in
Sections 4.05 and 4.06, the Company and its Restricted Subsidiaries may issue,
assume, suffer to exist or guarantee Debt which would otherwise be subject to
the limitation of Section 4.05, without securing the Securities, or may
enter into Sale and Lease-Back Transactions which would otherwise be subject to
the limitation of Section 4.06, without retiring Funded Debt, or enter
into a combination of such transactions, if the sum of (i) the principal
amount of all such Debt incurred after the date hereof, and which would
otherwise be or have been prohibited by the limitations of Section 4.05 or
4.06 and (ii) the aggregate Value of all such Sale and Lease-Back
Transactions after the date hereof does not at any such time exceed 10% of the
consolidated total assets of the Company and its consolidated Subsidiaries as
shown in the audited consolidated balance sheet contained in the latest annual
report to the shareholders of the Company.


 


SECTION 4.08.  Annual Certificate of Compliance.  On or before April 30 in each year
(commencing April 30, 1993), the Company will furnish the Trustee with an
officer’s certificate (executed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company
and by the Secretary, any Assistant Secretary, the Treasurer or any Assistant
Treasurer of the Company), covering the period during the preceding year that
any Securities were Outstanding certifying that after reasonable investigation
and inquiry the Company has complied with all conditions and covenants contained
in this Indenture or, if such is not the case, setting forth with reasonable
particularity the circumstances of any failure so to comply and the steps taken
or proposed to be taken to eliminate such failure.


 


SECTION 4.09.  Further Instruments and Acts.  The Company will, upon request of the
Trustee, execute and deliver such further instruments and do such further acts
as may reasonably be necessary or proper to carry out more effectually the
purposes of this Indenture, including Sections 4.05 and 4.06.


 


ARTICLE FIVE


 


HOLDERS’ LISTS AND
REPORTS BY THE COMPANY AND THE TRUSTEE


 


SECTION 5.01.  Company to Furnish Trustee Information as to
Names and Addresses of Holders. 
The Company will furnish or cause to be furnished to the Trustee:


 


(1)           semi-annually,
not later than January 1 and July 1 in each year, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the
Holders of the Registered Securities of each series as of the preceding December 15
or June 15, as the case may be; and


 


26





















 


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


 


provided,
however, that so long as the Trustee shall be the
Security Registrar for any series and all of the Securities of such series are
Registered Securities, no such list shall be required to be furnished with
respect to such series.


 


SECTION 5.02.  Presentation of Information; Communications
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 the Holders of the Registered
Securities of each series (i) contained in the most recent list furnished
to it as provided in Section 5.01, (ii) received by it in the
capacity of Security Registrar for such series, if so acting, and (iii) filed
with it within the two preceding years pursuant to Section 5.04
(c)(ii).  The Trustee may destroy any
list furnished to it with respect to Securities of any series as provided in Section 5.01
upon receipt of a new list with respect to such series so furnished.


 


(b)           If
three or more Holders (in this Section referred to as “applicants”) apply
in writing to the Trustee, and furnish to the Trustee reasonable proof that
each such applicant has owned a Security for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with the other Holders of the Securities of a
particular series (in which case the applicants must all hold Securities of
such series) or with the Holders of the Securities of all series with respect
to their rights under this Indenture or under such 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 5.02(a), or


 


(ii)           inform
such applicants as to the approximate number of Holders of registered Securities
of such series or of all registered 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 5.02(a), and as to the approximate cost of mailing
to such Holders the form of proxy or other communication, if any, specified in
such application.


 


If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of the registered Securities of such series or
to each Holder of the registered Securities of all series, as the case may be,
whose name and address shall appear in the information preserved at the time by
the Trustee in accordance with Section 5.02(a), a copy of the form of
proxy or other communication 


 


27





















 


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 proposed 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 the
registered Securities of such series or of all series, 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 the Securities and the Coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of the Company or 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 5.02(b), regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under Section 5.02(b).


 


SECTION 5.03.  Reports by Company.  The Company shall:


 


(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 such sections, then it
shall file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a debt security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;


 


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


 


28





















 


(3)           transmit
by mail to all Holders, within 30 days after the filing thereof with the
Trustee in the manner and to the extent provided in Section 5.04(c), such
summaries of any information, documents and reports required to be filed by the
Company pursuant to clauses (1) and (2) of this Section as may
be required by rules and regulations prescribed from time to time by the
Commission.


 


SECTION 5.04.  Reports by Trustee.


 


(a)           Within
60 days after July 1 of each year, commencing with the year 1993, the
Trustee shall transmit by mail to all Holders, as provided in Subsection (c) of
this Section, a brief report dated as of such July 1 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 in its eligibility under Section 7.10 or its qualification under Section 7.09;


 


(2)           the
creation of or any material change to a relationship specified in paragraphs (1) through
(10) of Section 7.09(c);


 


(3)           the
character and amount of any advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof) made by the Trustee (as such)
which remain unpaid on the date of such report, and for the reimbursement of
which it claims or may claim a lien or charge prior to that of the Securities,
on any property or funds held or collected by the Trustee 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 Securities Outstanding on the date of such report;


 


(4)           the
amount, interest rate and maturity date of all other indebtedness owing by the
Company (or by any other obligor on the Securities) 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 7.14(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 Securities which the Trustee has not previously reported;
and


 


(7)           any
action taken by the Trustee in the performance of its duties hereunder which
the Trustee has not previously reported and which in its opinion materially
affects the Securities or the Securities of a 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 7.02.


 


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(b)           The
Trustee shall transmit by mail to the Holders, as provided in Subsection (c) of
this Section, 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 Securities, on property or funds held or collected
by the Trustee as Trustee and which it has not previously reported pursuant to
this Subsection, except that the Trustee shall not be required (but may elect)
to report such advances if such advances remaining unpaid at any time aggregate
10% or less of the principal amount of the Securities Outstanding at such time,
such report to be transmitted within 90 days after such time.


 


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


 


(i)            to
all Holders of the registered Securities of each series, as the names and
addresses of such Holders appear upon the Security Register;


 


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


 


(iii)          except
in the case of reports pursuant to Subsection (b) of this Section, to
each Holder of a Security of any series whose name and address are preserved at
the time by the Trustee as provided in Section 5.02(a).


 


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


 


ARTICLE SIX


 


REMEDIES


 


SECTION 6.01.  Events of Default.  “Event of Default,” wherever used herein with
respect to the Securities of any series, means any one of the following events
which shall have occurred and be continuing (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):


 


(1)           default
in the payment of any interest upon any of the Securities of such series when
and as the same shall become due and payable, and continuance of such default
for a period of 30 days;


 


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(2)           default
in the payment of all or any part of the principal of (or premium, if any, on)
any of the Securities of such series at its Maturity;


 


(3)           default
in the deposit of any sinking fund or analogous payment for the benefit of the
Securities of such series when and as the same shall become due and payable;


 


(4)           default
in the performance, or breach, of any covenant or warranty of the Company in
the Securities of such series or in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in this Section specifically
provided for or which has expressly been included in this Indenture solely for
the benefit of the Securities of other series), and continuance of such default
or breach for a period of 90 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of not less than 25% in aggregate principal amount of the Securities
of all series then Outstanding affected thereby a written notice specifying
such default or breach, requiring it to be remedied and stating that such
notice is a “Notice of Default” hereunder;


 


(5)           the
entry by a court having jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company in an involuntary case or proceeding
under any applicable Bankruptcy Law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of
all or substantially all of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for
relief or any such other decree or order unstayed and in effect for a period of
90 consecutive days;


 


(6)           the
commencement by the Company of a voluntary case or proceeding under any
applicable Bankruptcy Law or the consent by it to the entry of a decree or
order for relief in respect of the Company in an involuntary case or proceeding
under any applicable Bankruptcy Law, or the consent by it to the appointment of
or the taking of possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of all or
substantially all of its property, or the making by the Company of a general
assignment for the benefit of creditors;


 


(7)           default
under any indenture or instrument that evidences or under which the Company or
any Restricted Subsidiary has at the date of this Indenture or shall hereafter
have outstanding any indebtedness for money borrowed having unpaid principal at
the time of such default in excess of the greater of $30,000,000 or 5% of the
Consolidated Net Worth of the Company, shall occur and be continuing and such
indebtedness shall have been accelerated, by action of the holder or holders
thereof or any Person duly acting on their behalf, so that the same shall be or
become due and payable prior to the date on which the same would otherwise have
become due and payable, provided, however,
that such 


 


31





















 


acceleration shall
not have been rescinded or annulled; and provided, further,
that if such default under such indenture or instrument shall be remedied or
cured by the Company or waived by the holders of such indebtedness, then the
Event of Default hereunder by reason thereof shall be deemed likewise to have
been thereupon remedied, cured or waived without further action upon the part
of either the Trustee or any of the Holders; or


 


(8)           any
other Event of Default provided in or pursuant to the supplemental indenture or
Officers’ Certificate establishing the terms of such series of Securities as
provided in Section 2.01 or in the form or forms of Security for such
series.


 


For this purpose, “Consolidated Net Worth” means the excess of assets
over liabilities of the Company and its consolidated Subsidiaries, plus
Minority Interests, as determined from time to time in accordance with
generally accepted accounting principles consistently applied.  “Minority Interest” means any shares of stock
of any class of a Subsidiary (other than directors’ qualifying shares) that are
not owned by the Company or a Subsidiary.


 


SECTION 6.02.  Acceleration of Maturity; Rescission and
Annulment.  If an Event of
Default described in Section 6.01 shall have occurred and be continuing
with respect to the Securities of any series, then, and in each and every such
case, unless the principal of all of the Securities of such series shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Securities of such series then
Outstanding, by notice in writing to the Company (and to the Trustee if given
by such Holders), may declare the entire principal of (and premium, if any, on)
all the Securities of such series then Outstanding and the interest accrued
thereon to be due and payable immediately, and upon any such declaration the
same shall become immediately due and payable.


 


The preceding paragraph is subject, however, to the condition that if
at any time after the principal of the Securities of one or more series shall
have been so declared due and payable, and before any judgment or decree for
the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Securities of such series and the principal of (and premium, if any, on) all
the Securities of such series which shall have become due otherwise than by
acceleration (with interest upon such principal and premium and, to the extent
that payment of such interest shall be enforceable under applicable law, on
overdue installments of interest at the same rate as the rate of interest (or
at the yield to Stated Maturity, in the case of Original Issue Discount
Securities) specified in the Securities of such series, to the date of such
payment or deposit) and such additional amount as shall be sufficient to cover
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, except as a result of negligence or bad faith,
and if any and all Events of Default under this Indenture with respect to such
series, other than the nonpayment of the principal of (and premium, if any, on)
the Securities of such series which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein—then,
and in each and every such case, the Holders of a majority in aggregate
principal amount of all the Securities of such affected series then
Outstanding, by written notice to the Company and to the Trustee, may waive all
defaults or breaches with respect to such series and rescind and annul such
declaration 


 


32





















 


and its
consequences, but no such waiver, rescission and annulment shall extend to or
shall affect any subsequent default or breach or shall impair any right
consequent thereon.


 


For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration shall have been rescinded and annulled,
the principal amount of such Original Issue Discount Securities shall be
deemed, for all purposes hereunder, to be such portion of the principal thereof
as shall be due and payable as a result of such declaration; and payment of the
portion of the principal thereof as shall have become due and payable as a
result of such declaration, together with interest, if any, thereon and all
other amounts owing thereunder, shall constitute payment in full of such
Original Issue Discount Securities.


 


SECTION 6.03.  Collection of Indebtedness and Suits for
Enforcement by Trustee.  The
Company covenants that if:


 


(1)           default
shall be made in the payment of any interest on any of the Securities of any
series when and as such interest shall become due and payable, and such default
shall have continued for a period of 30 days, or


 


(2)           default
shall be made in the payment of the principal of (or premium, if any, on) any
of the Securities of any series when the same shall have become due and
payable, whether at the Stated Maturity thereof or otherwise,


 


the Company
shall, upon demand of the Trustee, pay to or deposit with the Trustee, for the
benefit of the Holders of the Securities of such series, the whole amount then
due and payable on such Securities, including all Coupons appertaining thereto,
for principal (and premium, if any) and interest (with interest to the date of
such payment upon overdue principal and premium and, to the extent that payment
of such interest shall be enforceable under applicable law, on overdue
installments of interest at the same rate as the rate of interest (or at the
yield to Stated Maturity, in the case of Original Issue Discount Securities)
specified in the Securities of such series, to the date of such payment or
deposit); and, in addition thereto, such additional 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, except as a result of negligence or bad faith.


 


Until such demand shall be made by the Trustee, the Company may pay the
principal of (and premium, if any) and interest on the Securities of such
series to the Holders of the Securities of such Series.


 


If the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute judicial proceedings for the collection of the amounts so due and
unpaid, may prosecute such proceedings to judgment or final decree and may
enforce the same against the Company or any other obligor upon the Securities
of such series and collect the moneys adjudged or decreed to be payable in the
manner 


 


33





















 


provided by
law out of the property of the Company or any other obligor upon such
Securities, wherever situated.


 


If an Event of Default with respect to the Securities of any series
shall occur and be continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of the Securities
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 6.04.  Trustee May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Company or
any other obligor upon the Securities of any series or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities of any series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment
of overdue principal, premium 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 the principal (and premium, if
any) and interest (or if the Securities of any series are Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of such series) owing and unpaid in respect to the Securities of each
series, and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, except as a result of negligence or bad faith)
and of the Holders allowed in such judicial proceeding, and


 


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


 


and any custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each 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 the 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, except as a result of
negligence or bad faith, and any other amounts due the Trustee under Section 7.07.


 


Nothing herein
contained shall be deemed to authorize the Trustee, except in accordance with
action taken under Article Nine, to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities of any series or the rights
of 


 


34





















 


any Holder thereof or to authorize the Trustee to vote in respect of
the claim of any Holder in any such proceeding.


 


SECTION 6.05.  Trustee May Enforce Claims Without
Possession of Securities.  All
rights of action and claims under this Indenture, or under the Securities of
any series or any Coupons appertaining thereto, may be prosecuted and enforced
by the Trustee without the possession of any of the Securities of such series
or such Coupons or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities and Coupons in respect of
which such judgment has been recovered.


 


In any proceedings brought by the Trustee (and also in any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Securities and Coupons appertaining thereto in respect to which
action was taken, and it shall not be necessary to make any Holders of such
Securities or Coupons parties to any such proceedings.


 


SECTION 6.06.  Application of Moneys Collected.  Any moneys collected by the Trustee pursuant
to this Article in respect of the Securities of any series shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in the case of any distribution of such moneys on account of the principal of
(or premium, if any) or interest on the Securities of such series, upon
presentation of the several Securities and Coupons appertaining thereto in
respect of which moneys have been collected and the notation thereon of such
distribution if such principal, premium and interest be only partially paid or
upon surrender thereof if fully paid:


 


FIRST:  To
the payment of all amounts due the Trustee under Section 7.07;


 


SECOND:  In case the principal of the Securities of such
series shall not then be due and payable, to the payment of interest on the
Securities of such series in the order of the maturity of the installments of
such interest, with interest (to the extent that such interest has been
collected by the Trustee) upon the overdue installments of interest at the same
rate as the rate of interest (or yield to Stated Maturity, in the case of
Original Issue Discount Securities) specified in such Securities, such payments
to be made ratably to the Persons entitled thereto, without preference or
priority;


 


THIRD:  In case the principal of the Securities of such
series shall then be due and payable, to the payment of the whole amount then
owing and unpaid upon all the Securities of such series for principal (and
premium, if any) and interest, with interest upon overdue principal and
premium, and, to the extent that such interest has been collected by the
Trustee, upon overdue installments of interest at the same rate as the rate of
interest (or yield to Stated Maturity, in the case of Original Issue Discount
Securities) specified in the Securities of such series and in case such moneys
shall be insufficient to pay in full the whole amount so due and unpaid upon
the Securities of such series, then to the payment of such principal, premium
and interest, without preference or priority of principal or premium over
interest, or of interest over principal or premium, or of any 


 


35





















 


installment of
interest over any other installment of interest, or of any Security of such
series, ratably to the aggregate of such principal, premium and interest; and


 


FOURTH:  To
the Company or any other Person lawfully entitled thereto.


 


SECTION 6.07.  Limitation on Suits.  Subject to Section 6.08, no Holder of
any Security of any series or of any Coupon shall have any right to institute
any proceeding; judicial or otherwise, with respect to this Indenture, or for
the appointment of a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official, or for any other remedy hereunder,
unless:


 


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


 


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


 


(3)           such
Holder or Holders shall 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 shall have failed to institute such proceeding; and


 


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


 


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


 


SECTION 6.08.  Unconditional Right of Holders to Receive
Principal, Premium and Interest. 
Notwithstanding any other provision in this Indenture or any provision
of any Security of any series, the Holder of a Security of any series or Coupon
appertaining thereto shall have the right, which is absolute and unconditional,
to receive payment of the principal of (and premium, if any) and interest on
such Security or Coupon on or after the respective due dates expressed in such
Security or Coupon or, in the case of redemption, on the date of redemption,
and to institute suit for the enforcement of any such payment, and such rights
shall not be impaired or affected without the consent of such Holder.


 


36





















 


SECTION 6.09.  Restoration of Rights and Remedies.  In case the Trustee or any Holder shall have
proceeded to enforce any right or remedy under this Indenture and such
proceeding shall have been discontinued or abandoned for any reason, or shall
have been determined adversely to the Trustee or to such Holder, then, and in
every such case, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder; and all rights,
remedies and powers of the Company, the Trustee and the Holders shall continue
as though no such proceeding had been taken.


 


SECTION 6.10.  Rights and Remedies Cumulative.  Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
and Coupons in the last paragraph of Section 2.08, 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 6.11.  Delay or Omission Not Waiver.  No delay or omission of the Trustee or of any
Holder of Securities or Coupons to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or
by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the Holders, as the
case may be.


 


SECTION 6.12.  Control by Holders.  The Holders of not less than a majority in
aggregate principal amount of the Securities of any series affected then
Outstanding shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with respect to the
Securities at such series, provided that:


 


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


 


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


 


(3)           subject
to Section 7.01, the Trustee need not take any action which might involve
the Trustee in personal liability or be unduly prejudicial to the Holders of
the Securities of the affected series not joining in the giving of such direction.


 


SECTION 6.13.  Waiver of Past Defaults.  Prior to the declaration of acceleration of
the Maturity of any Securities of any series as provided by Section 6.02,
the Holders of not less than a majority in aggregate principal amount of the
Securities of such series then Outstanding with respect to which a default or
breach or an Event of Default shall have occurred and be continuing may on
behalf of the Holders of all of the Securities of such series waive any past
default or 


 


37





















 


breach or Event of Default and its consequences,
except a default or breach or Event of Default in the payment of the principal
of (or premium, if any) or interest on any Security of such series.


 


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


 


SECTION 6.14.  Undertaking for Costs.  All parties to this Indenture agree, and each
Holder of any Security or Coupon by acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made
by such party litigant; provided, however,
that the provisions of this Section shall not apply to (i) any suit
instituted by the Company, (ii) any suit instituted by the Trustee, (iii) any
suit instituted by any Holder, or group of Holders, of the Securities of any
series holding in the aggregate more than 10% in aggregate principal amount of
the Securities of such series then Outstanding, or (iv) any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium, if any) or interest (including interest evidenced by a Coupon) on
any Security on or after the respective due dates expressed in such Security or
Coupon or, in the case of redemption, on or after the date of redemption.


 


SECTION 6.15.  Waiver of Stay or Extension Laws.  The Company covenants (to the fullest 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 fullest extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.


 


ARTICLE SEVEN


 


THE TRUSTEE


 


SECTION 7.01.  Certain Duties and Responsibilities.  The Trustee, prior to the occurrence of an
Event of Default with respect to a particular series of Securities and after
the curing or waiving of all Events of Default which may have occurred with
respect to such series, undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture.  In case an Event of Default with respect to a
particular series of Securities has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Indenture relating to such series, 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.


 


38





















 


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


 


(a)           prior
to the occurrence of an Event of Default with respect to a particular series of
Securities and after the curing or waiving of all Events of Default which may
have occurred with respect to such series:


 


(1)           the
duties and obligations of the Trustee shall be determined solely by the express
provisions of this Indenture, and the Trustee shall not be liable except for
the performance of such duties and obligations 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 the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case
of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture;


 


(b)           the
Trustee shall not be liable for an 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; and


 


(c)           the
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith relating to Securities of any series in
accordance with the direction of the Holders of not less than a majority in
principal amount of the Securities of such series then Outstanding 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, with respect to the Securities of such series under this Indenture.


 


None of the provisions of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any personal financial
liability in the performance of any duties hereunder, or in the exercise of any
of its rights or powers, if there shall be reasonable grounds for believing
that repayment of such funds or adequate security or indemnity against such
risk or liability is not reasonably assured to it.


 


SECTION 7.02.  Notice of Defaults.  Within 90 days after the occurrence of any
default hereunder with respect to the Securities of any series, the Trustee
shall give notice of all defaults with respect to the Securities of such series
known to the Trustee (i) if any unregistered Securities of such series are
then Outstanding, to the Holders thereof by publication at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York, or
Chicago, Illinois, (ii) if any unregistered Securities of such series are
then Outstanding, to the Holders 


 


39





















 


thereof who have filed their names and addresses with
the Trustee pursuant to Section 5.04(c)(ii) by mailing such notice to
such Holders at such addresses and (iii) if any registered Securities of
such series are then Outstanding, to the Holders thereof by mailing such notice
to such Holders at their addresses as they shall appear on the Security
Register, unless in each case such defaults shall have been cured before the
mailing or publication of such notice; 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 of the Securities of such series, or in the
payment of any sinking fund or analogous payment with respect to the Securities
of such series, the Trustee shall be protected in withholding such notice if
and so long as the board of directors, the executive committee or a trust
committee of directors or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interest of the
Holders of the Securities of such series; and provided
further, that in the case of any default of the character specified
in Section 6.01 (4) with respect to Securities of such series, no
such notice to the Holders shall be given until at least 30 days after the
occurrence thereof.  For the purpose of
this Section, the term “default” means any event or condition which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.


 


SECTION 7.03.  Certain Rights of Trustee.  Except as otherwise provided in Section 7.01:


 


(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 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, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a Company Direction or Company Request (unless other
evidence in respect thereof is herein specifically prescribed); and any
resolution of the Board of Directors shall be evidenced to the Trustee by a
Certified Board Resolution;


 


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


 


(d)           the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the
Holders, pursuant to the provisions of this Indenture, unless such Holders
shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby;


 


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


 


40





















 


(f)            prior
to the occurrence of an Event of Default with respect to the securities of any
series and after the curing or waiving of all such Events of Default which may
have occurred, 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,
approval or other paper or document, unless requested in writing to do so by
the Holders of a majority in aggregate principal amount of Securities of any
series then Outstanding provided, however,
that if the payment within a reasonable time to the Trustee of costs, expenses
or liabilities likely to be incurred by it in the making of such investigation
is not, in the opinion of the Trustee, reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding; the reasonable expense of every such investigation shall be
paid by the Company or, if paid by the Trustee, shall be repaid by the Company
upon demand; and


 


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


 


SECTION 7.04.  Trustee Not Liable for Recitals in Indenture
or in Securities.  The
recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for the correctness of the same.  The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities of any
series.  The Trustee represents that it
is duly authorized to execute and deliver this Indenture and perform its
obligations hereunder.  The Trustee shall
not be accountable for the use or application by the Company of any of the
Securities of any series or of the proceeds thereof.


 


SECTION 7.05.  Trustee, Paying Agent or Security Registrar May Own
Securities.  Subject to
Sections 7.09 and 7.14, the Trustee or any paying agent or Security Registrar
with respect to any series of Securities, in its individual or any other
capacity, may become the owner or pledgee of Securities of such series with the
same rights it would have if it were not Trustee, paying agent or Security
Registrar with respect to such Securities.


 


SECTION 7.06.  Moneys Received by Trustee to Be Held in
Trust.  Subject to the
provisions of Section 12.04 hereof, all moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received; but need not be segregated from other
funds except to the extent required by law. 
The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.  So long as no Event of Default with respect
to Securities of any series shall have occurred and be continuing, all interest
allowed on any such moneys shall be paid from time to time upon a Company
Direction.


 


SECTION 7.07.  Compensation and Reimbursement.  The Company covenants and agrees:


 


41





















 


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


 


(b)           except
as otherwise expressly provided, the Company will pay or reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of
this Indenture including the reasonable compensation and the expenses and
disbursements of its agents, attorneys and counsel and of all persons not
regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith, and


 


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


 


If any property other than cash shall at any time be subject to a lien
in favor of the Holders, the Trustee, if and to the extent authorized by a
receivership or bankruptcy court of competent jurisdiction or by the
supplemental instrument subjecting such property to such lien, shall be
entitled to make advances for the purpose of preserving such property or of
discharging tax liens or other prior liens or encumbrances thereon.  The obligations of the Company under this Section 7.07
to compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of the
Indenture.  Such additional indebtedness
shall be secured by a lien, prior to that of the Securities of any series with
respect to which the indebtedness arose, upon all property and funds held or
collected by the Trustee, as such, relating to such series except funds held in
Trust for the payment of principal of (and premium, if any) or interest on
Securities of such series.


 


SECTION 7.08.  Right of Trustee to Rely on an Officers’
Certificate Where No Other Evidence Specifically Prescribed.  Except as otherwise provided in Section 7.01,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, such matter
(unless other evidence in respect thereof is herein specifically prescribed) may,
in the absence of negligence or bad faith on the part of the Trustee, be deemed
to be conclusively proved and established by an Officers’ Certificate delivered
to the Trustee and such Certificate, in the absence of negligence or bad faith
on the part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted by it under the provisions of this Indenture upon
the faith thereof.


 


SECTION 7.09.  Disqualification; Conflicting Interests.


 


(a)           If
the Trustee has or shall acquire any conflicting interest, as defined in this
Section, with respect to the Securities of any series, it shall, within 90 days
after ascertaining that it has such conflicting interest, unless the default
(as defined in 


 


42





















 


Subsection (d)(7) of
this Section) to which such conflicting interest relates shall have been cured
or duly waived or otherwise eliminated before the end of such 90-day period,
either eliminate such conflicting interest or, except as otherwise provided in
this Section, resign with respect to the Securities of such series in the
manner and with the effect hereinafter specified in this Article.


 


(b)           In
the event that the Trustee shall fail to comply with the provisions of Subsection (a) of
this Section with respect to the Securities of any series, the Trustee
shall, within 10 days after the expiration of such 90-day period, transmit by
mail notice of such failure to the Holders of such series in the manner and to
the extent required by Section 5.04(c) and, if any unregistered
Securities are then Outstanding, shall publish notice of such failure at least
once in an Authorized Newspaper in the Borough of Manhattan, The City of New
York or Chicago, Illinois.


 


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


 


(1)           the
Trustee is trustee under this Indenture with respect to the Outstanding
Securities of any other series or is trustee under another indenture under
which any other securities, or certificates of interest or participation in any
other securities, of the Company are outstanding, unless such other indenture
is a collateral trust indenture under which the only collateral consists of
Securities issued under this Indenture, provided that there shall be excluded
from the operation of this paragraph, this indenture with respect to the
Securities of any other series and such 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
of 1939, unless the Commission shall have found and declared by order pursuant
to Section 305(b) or Section 307(c) of the Trust Indenture
Act of 1939 that differences exist between the provisions of this Indenture
with respect to Securities of such series, the provisions of the Outstanding
Securities of such series and the Outstanding Securities of one or more other
series and one or more other series or the provisions of such other indenture
or indentures (or any series of securities issuable thereunder) which are so
likely to involve a material conflict of interest as to make it necessary in
the public interest or for the protection of investors to disqualify the
Trustee from acting as such under this Indenture with respect to the Securities
of 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, 


 


43





















 


that trusteeship
under this Indenture with respect to the Securities of such series and such
other series or such other indenture or indentures (or with respect to more
than one outstanding series under such other indenture or indentures) is not so
likely to involve a material conflict of interest as to make it necessary in
the public interest or for the protection of investors to disqualify the
Trustee from acting as such under this Indenture with respect to the Securities
of such series and such other series or under such other indenture or
indentures (or with respect to more than one outstanding series 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 Subsection (c)(1) above, to act as
trustee, whether under an indenture or otherwise;


 


(5)           10%
or more of the voting securities of the Trustee is beneficially owned either by
the Company or by any director, partner or executive officer thereof, or 20% or
more of such voting securities is beneficially owned, collectively, by any two
or more of such persons (as defined in Subsection (d)(3) of this
Section); or 10% or more of the voting securities of the Trustee is
beneficially owned either by an underwriter for the Company or by any director,
partner or executive officer thereof, or is beneficially owned, collectively,
by any two or more such persons;


 


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


 


44





















 


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


 


(10)         except
under the circumstances described in paragraphs (1), (3), (4), (5) and (6) of
Section 7.14(b), the Trustee shall be or shall become a creditor of the
Company.


 


For the purposes of paragraph (1) of this Subsection, and Sections
6.12 and 6.13, the term “series of securities” or “series” means a series,
class or group of securities issuable under an 


 


45





















 


indenture
pursuant to whose terms holders of one such series may vote to direct the
indenture trustee, or otherwise take action pursuant to a vote of such holders,
separately from holders of another such 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.


 


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


 


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


 


46





















 


(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
arrangement whereby a trustee or trustees or agent or agents for the owner or
holder of such security are presently entitled to vote in the direction or
management of the affairs of a person.


 


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


 


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


 


(7)           The
term “default” shall mean, with respect to the Securities of any series, an
Event of Default in respect thereof (exclusive of any period of grace or
requirement of notice).


 


(e)           Except
in the case of a default in the payment of the principal of (and premium, if
any) or interest on the Securities of any series, or in the payment of any
sinking fund or analogous payment, 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
default under this Indenture 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 the Holders of the Securities of the applicable series.


 


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


 


(f)            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 of the
aggregate amount of securities of the class outstanding.


 


47





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 7.10.  Corporate Trustee Required; Requirement for
Eligibility.  The Trustee
hereunder shall at all times be a corporation organized and doing business
under the laws of the United States of America or of any State, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination
by Federal or State authority.  If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of 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.  In case
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.11.


 


SECTION 7.11.  Resignation and Removal of Trustee,
Appointment of Successor.


 


(a)           No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 7.12.


 


48





















 


(b)           The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company.  If the instrument of acceptance by a
successor Trustee required by Section 7.12 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 Securities of such
series.


 


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


 


(d)           If
at any time:


 


(1)           the
Trustee shall fail to comply with Section 7.09(a) with respect to the
Securities of any series after written request therefor by the Company or by
any Holder who has been a bona fide
Holder of a Security of such series for at least six months; or


 


(2)           the
Trustee shall cease to be eligible under Section 7.10 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 Certified Board Resolution may remove the Trustee with respect to
the Securities of any or all series, as appropriate, or (ii) subject to Section 6.14,
any Holder who has been a bona fide
Holder of a Security of an affected series for at least six months may, on
behalf of such Holder and all other Holders similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee or Trustees.


 


(e)           If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Certified Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of such series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 7.12.  If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by act of the Holders of a majority in
aggregate principal amount of the Securities of such series then Outstanding
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in
accordance with the 


 


49





















 


applicable
requirements of Section 7.12, become the successor Trustee with respect to
the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company with respect to the Securities of such
series.  If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner required by Section 7.12,
any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of
such Holder and all other Holders similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


 


(f)            The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series (i) if any
unregistered Securities of any affected series are then Outstanding, to the
Holders thereof by publication of such notice at least once in an Authorized
Newspaper in the Borough of Manhattan, The City of New York, or Chicago,
Illinois, (ii) if any unregistered Securities of any affected series are
then Outstanding, to the Holders thereof who have filed their names and
addresses with the Trustee pursuant to Section 5.04(c)(ii) by mailing
such notice to such Holders at such addresses (and the Trustee shall make such
addresses available to the Company for such purpose) and (iii) if any
registered Securities of any affected series are then Outstanding, to the
Holders thereof by mailing such notice to such Holders at their addresses as
they shall appear on the Security Register. 
If the Company shall fail to give such notice within 10 days after
acceptance of appointment by the successor Trustee, the successor Trustee shall
cause such notice to be given at the expense of the Company.  Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.


 


SECTION 7.12.  Acceptance by Successor to Trustee.


 


(a)           In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more series, each 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 with respect to such applicable series of the
Securities 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 with respect to such
applicable series; but, on the request of the Company or the successor Trustee,
such retiring Trustee shall, upon payment of its charges then unpaid, execute,
acknowledge and deliver an instrument transferring to such successor Trustee
all such rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.


 


(b)           In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but less than all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or
more series shall execute, acknowledge and deliver an indenture supplemental
hereto in which each successor Trustee shall accept such appointment and which
shall (i) contain such 


 


50





















 


provisions as
shall be deemed necessary or desirable to transfer and confirm to, and to vest
in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of each series to which the
appointment of such successor Trustee relates, (ii) if the retiring
Trustee shall not be retiring with respect to the Securities of all series,
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of the series as to which the retiring Trustee shall
not be retiring shall continue to be vested in the retiring Trustee and (iii) add
to or change any of the provisions of this Indenture to the extent necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such
supplemental indenture, the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein, and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of each series to which the appointment of such successor
Trustee relates, and such retiring Trustee shall duly assign, transfer and
deliver to each successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of each 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 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 7.13.  Successor to Trustee by Merger, Consolidation
or Succession to Business. 
Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.


 


In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of the particular series
shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor Trustee,
and deliver such Securities so authenticated; and in case at that time any of
the Securities of such series shall not have been authenticated, any successor
to the Trustee with respect to the Securities of such series may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor trustee; and in all such cases such certificates shall have
the full force which it is anywhere in such Securities or in this Indenture 


 


51





















 


provided that the certificate
of authentication of the Trustee shall have; provided,
however, that the right to adopt the certificate of authentication
of any predecessor Trustee or to authenticate Securities of the particular
series in the name of any predecessor Trustee shall apply only to its successor
or successors by merger, conversion or consolidation.


 


SECTION 7.14.  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 a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Securities and Coupons and the holders of other indenture securities, as
defined in Subsection (c) of this Section:


 


(1)           an
amount equal to any and all reductions in the amount due and owing upon any
claim as such creditor in respect of principal or interest, effected after the
beginning of such three months’ 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 clause (2) of this Subsection, or
from the exercise of any right of set-off which the Trustee could have
exercised if a petition in bankruptcy had been filed by or against the Company
upon the date of such default; and


 


(2)           all
property received by the Trustee in respect of any claim as such creditor,
either as security therefor, or in satisfaction or composition thereof or
otherwise, after the beginning of such three months’ 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, (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 for reorganization pursuant to the Federal Bankruptcy Act (as
defined in Subsection (c)(6) of this Section) or applicable State
law;


 


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


 


52





















 


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 clause (B) or (C) of this Subsection,
against the release of any property held as security for such claim as provided
in such clause (B) or (C), as the case may be, to the extent of the fair value
of such property.


 


For the purposes of clauses (B), (C) and (D) of this
Subsection, property substituted after the beginning of such three months’
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 clauses is created in renewal of or in substitution for or for the purpose
of repaying or refunding any preexisting 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 Act or applicable State 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,
the Holders and the holders of other indenture securities dividends on claims
filed against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal Bankruptcy Act or applicable State law,
but after crediting thereon receipts on account of the indebtedness represented
by their respective claims from all sources other than from such dividends and
from the funds and property so held in such special account.  As used in this paragraph with respect to any
claim, the term “dividends” shall include any distribution with respect to such
claim, in bankruptcy or receivership or in proceedings for reorganization
pursuant to the Federal Bankruptcy Act or applicable State law, whether such
distribution is made in cash, securities or other property, but shall not
include any such distribution with respect to the secured portion, if any, of
such claim.  The court in which such
bankruptcy, receivership or proceedings for reorganization is pending shall
have jurisdiction (i) to apportion among the Trustee, the Holders 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, 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 claims, or
otherwise to apply the provisions of this paragraph as a mathematical formula.


 


Any Trustee which has resigned or been removed after the beginning of
such three months’ period shall be subject to the provisions of this Subsection as
though such resignation or 


 


53





















 


removal had not occurred.  If any Trustee has resigned or been removed
prior to the beginning of such three months’ period, it shall be subject to the
provisions of this Subsection if and only if the following conditions
exist:


 


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


 


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


 


In any case commenced under the Bankruptcy Act of July 1, 1898, or
any amendment thereto enacted prior to November 6, 1978, all references
above to periods of three months shall be deemed to be references to periods of
four months.


 


(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:


 


54





















 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 7.15.  Appointment of Additional and Separate
Trustees.  Whenever the
Trustee shall deem it necessary or prudent in order to conform to any law of
any jurisdiction, or the Trustee shall be advised by counsel, satisfactory to
it, that it is necessary or prudent in the interest of the Holders of
Securities of any series or in the event that the Trustee shall have been
requested to do so by the Holders of a majority in principal amount of the
Securities of any series then Outstanding, the Trustee and the Company shall
execute and deliver an indenture supplemental hereto and all other instruments
and agreements necessary or proper to constitute another bank or trust company,
or one or more persons appointed by the Company, either to act as additional
trustee or trustees hereunder, jointly with the Trustee, or to act as separate
trustee or trustees hereunder, in any such case with such powers with respect
to the affected series of Securities as may be provided in such indenture
supplemental hereto, and to vest in such bank, trust company or person as such
additional trustee or separate trustee, as the case may be, any property,
title, right or power of the Trustee with respect to the affected series of
Securities deemed necessary or advisable by the Trustee, subject to the
provisions of this Section below set forth.  In the event the Company shall not have
joined in the execution of such indenture supplemental hereto within ten days
after the receipt of a written request from the Trustee so to 


 


55





















 


do, or in case an Event of
Default with respect to the particular series of Securities shall occur and be
continuing, the Trustee may act under the foregoing provisions of this Section without
the concurrence of the Company; and the Company hereby appoints the Trustee its
agent and attorney-in-fact to act for it under the foregoing provisions of this
Section in either of such contingencies. 
The Trustee may execute, deliver and perform any deed, conveyance,
assignment or other instrument in writing as may be required by any additional
trustee or separate trustee for more fully and certainly vesting in and
confirming to it any property, title, right or powers with respect to the
affected series of Securities conveyed or conferred to or upon such additional
trustee or separate trustee, and the Company shall, upon the Trustee’s request,
join therein and execute, acknowledge and deliver the same; and the Company
hereby makes, constitutes and appoints the Trustee its agent and
attorney-in-fact for it and in its name, place and stead to execute,
acknowledge and deliver any such deed, conveyance, assignment or other
instrument with respect to the affected series of Securities in the event that
the Company shall not itself execute and deliver the same within ten days after
receipt by it of such request so to do. 
Any supplemental indenture executed pursuant to the provisions of this Section shall
conform to the provisions of the Trust Indenture Act of 1939 as in effect as of
the date of such supplemental indenture.


 


Every additional trustee and separate trustee hereunder shall, to the
extent permitted by law, be appointed and act, and the Trustee shall act with
respect to a particular series of Securities, subject to the following
provisions and conditions:


 


(1)           the
Securities of such series shall be authenticated by the Trustee and all powers,
duties, obligations and rights conferred upon the Trustee in respect of the
receipt, custody, investment and payment of moneys, shall be exercised solely
by the Trustee;


 


(2)           all
other rights, powers, duties and obligations with respect to the Securities of
such series conferred or imposed upon the Trustee and such additional trustee
or separate trustee or any of them shall be conferred or imposed upon and
exercised or performed by the Trustee and such additional trustee or trustees
and separate trustee or trustees jointly, except to the extent that, under any
law of any jurisdiction in which any particular act or acts are to be
performed, the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations with
respect to the Securities of such series shall be exercised and performed by
such additional trustee or trustees or separate trustee or trustees


 


(3)           no
power hereby given to, or with respect to which it is hereby provided may be
exercised by, any such additional trustee or separate trustee with respect to a
particular series of Securities shall be exercised hereunder by such additional
trustee or separate trustee except with the consent of the Trustee; and


 


(4)           no
trustee with respect to a particular series of Securities hereunder shall be
personally liable by reason of any act or omission of any other trustee with
respect to such series of Securities hereunder.


 


56





















 


If at any time the Trustee
shall deem it no longer necessary or prudent in order to conform to any such
law or shall be advised by counsel that it is no longer so necessary or prudent
in the interest of the Holders of Securities of any series or in the event that
the Trustee shall have been requested to do so in writing by the Holders of a
majority in principal amount of the Securities of such series then Outstanding,
the Trustee and the Company shall execute and deliver an indenture supplemental
hereto and all other instruments and agreements necessary or proper to remove
any additional trustee or separate trustee with respect to such series.  In the event that the Company shall not have
joined in the execution of such indenture supplemental hereto, instruments and
agreements, the Trustee may act on behalf of the Company to the same extent
provided above.


 


Any additional trustee or separate trustee with respect to any series
of Securities may at any time by an instrument in writing constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent which may be authorized by law, to do all acts and things and exercise
all discretions which it is authorized or permitted to do or exercise with
respect to such series, for and in its behalf and in its name.  In case any such additional trustee or
separate trustee shall die, become incapable of acting, resign or be removed,
all the assets, property, rights, powers, trusts, duties and obligations of
such additional trustee or separate trustee with respect to such series, as the
case may be, so far as permitted by law, shall vest in and be exercised by the
Trustee, without the appointment of a new successor to such additional trustee
or separate trustee unless and until a successor with respect to such series is
appointed in the manner hereinbefore provided.


 


Any request, approval or consent in writing by the Trustee to any
additional trustee or separate trustee of any series of Securities shall be
sufficient warrant to such additional trustee or separate trustee, as the case
may be, to take such action with respect to the particular series of Securities
as may be so requested, approved or consented to.


 


Each additional trustee and separate trustee appointed pursuant to this
Section shall be subject to, and shall have the benefit of, Articles Six,
Seven (other than Section 7.10) and Eight hereof and the following Sections
of this Indenture shall be specifically applicable to each additional trustee
and separate trustee: 5.04(a) (except to the extent that reference therein
is made to its eligibility under Section 7.10) and (b), 6.03,
7.01,7.02,7.09 and 7.14; provided, however,
that no resignation of an additional or separate trustee pursuant to Section 7.11
hereof shall be conditioned in any sense whatever upon the appointment of a
successor to such trustee.


 


ARTICLE EIGHT


 


CONCERNING THE
HOLDERS


 


SECTION 8.01.  Evidence of Action by Holders.


 


(a)           Whenever
in this Indenture it is provided that the Holders of a specified percentage in
aggregate principal amount Outstanding of the Securities of any series may take
any action (including the making of any demand or request, the giving of any
direction, notice, consent or waiver or the taking of any other action), the
fact that at the time of taking any such action the Holders of such specified
percentage have joined 


 


57





















 


therein may be
evidenced (a) by any instrument or any number of instruments of similar
tenor executed by such Holders in person or by agent or proxy appointed in
writing, or (b) by the record of such 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 such
Holders.


 


(b)           The
Company may fix a record date for the purpose of determining the identity of
the Holders entitled to participate in any act authorized or permitted under
this Indenture, which record date shall be the later of (i) 10 days prior
to the first solicitation of the written instruments or vote required for such
act or (ii) the date of the most recent list of Holders furnished to the
Trustee prior to such solicitation pursuant to Section 5.01.  If such a record date is fixed, the Persons
who were the Holders of the Securities of the affected series at the close of
business on such record date (or their duly authorized proxies) shall be the
only Persons entitled to execute written instruments or to vote with respect to
such act, or to revoke any written instrument or vote previously delivered or
given, whether or not such Persons shall continue to be Holders of the
Securities of such series after such record date.  No such written instrument or vote shall be
valid or effective for more than 150 days after such record date.


 


SECTION 8.02.  Proof of Execution of Instruments and of
Holding of Securities. 
Subject to the provisions of Sections 7.01, 7.03 and 9.05, proof of the
execution of any instrument by a Holder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.


 


The ownership of a registered Security shall be proved by the Security
Register relating to the series or by a certificate of the Security Registrar.


 


The ownership of an unregistered Security or any Coupon attached to
such Security at its issuance shall be proved by the production of such
Security or Coupon, or, with respect to unregistered Securities only, by a
certificate executed by any trust company, bank, broker or other depositary,
wherever situated, if such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Security, if such certificate or affidavit is deemed by the
Trustee to be satisfactory.  The Trustee
and the Company may assume that such ownership of any unregistered Security
continues until (1) another certificate or affidavit bearing a later date
issued in respect of the same Security is produced, (2) such Security is
produced by some other Person or (3) such Security is no longer
Outstanding.  The amount of unregistered
Securities held by any Person may also be proved in any other manner which the
Trustee deems sufficient.


 


The Trustee may require such additional proof of any matter referred to
in this Section 8.02 as it shall deem necessary.


 


58





















 


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


 


SECTION 8.03.  Who May Be Deemed Owner of
Securities.  Prior to due
presentment for registration of transfer of a registered Security of any
series, the Company, the Trustee, any paying agent and any Security Registrar
may deem and treat the Person in whose name such Security shall be registered,
or, in the case of unregistered Securities, the bearer thereof or the owner
thereof determined pursuant to Section 8.02, as the absolute owner of such
Security (whether or not such Security shall be overdue and notwithstanding any
notation of ownership or other writing thereon made by anyone) for the purpose
of receiving payment of or on account of the principal of (and premium, if any)
and interest on such Security and for all other purposes, and neither the
Company nor the Trustee nor any paying agent nor any Security Registrar shall
be affected by any notice to the contrary; and all such payments so made to any
such Holder for the time being, or upon his order, shall be valid, and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Security.


 


SECTION 8.04.  Securities Owned by Company or Controlled or
Controlling Companies Disregarded for Certain Purposes.  In determining whether the Holders of the
requisite aggregate principal amount Outstanding of Securities of any series
have concurred in any direction, consent or waiver under this Indenture,
Securities of such series which are then owned by the Company or any other
obligor on the Securities of such series or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on the Securities of such series
shall be disregarded and deemed not to be Outstanding for the purposes of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Securities of such series which the Trustee knows are so owned shall be so
disregarded.  Securities of such series
so owned which have been pledged in good faith may be regarded as Outstanding
for the purposes of this Section 8.04 if the pledgee shall establish to
the satisfaction of the Trustee the pledgee’s right to vote such Securities and
that the pledgee is not the Company or any other obligor on the Securities of
such series or a person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company or any such other
obligor.  In the case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall
be full protection for the Trustee.


 


SECTION 8.05.  Instruments Executed by Holders Bind Future
Holders.  At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 8.01,
of the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any series then Outstanding specified in
this Indenture in connection with such action, any Holder of a Security of such
series which is shown by the evidence to be included in the Securities of the
particular series the Holders of which have consented to such action may, by
filing written notice with the Trustee at its Corporate Trust Office and upon
proof of holding as provided in Section 8.02, revoke such action so far as
concerns such Security.  Except as
aforesaid, any such action taken by the Holder of any Security shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of such Security, and of any Security issued upon registration of transfer
thereof or in exchange or substitution therefor, irrespective of whether or not
any notation in regard thereto is made upon such Security or such other
Security.  Any action taken by the
Holders of the percentage in aggregate principal amount of the 


 


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Securities of any series then
Outstanding specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the Holders of all such
Securities.


 


ARTICLE NINE


 


HOLDERS’ MEETINGS
AND CONSENTS


 


SECTION 9.01.  Purposes for Which Meeting May Be Called.  A meeting of Holders of Securities of any
series may be called at any time and from time to time pursuant to the
provisions of this Article Nine for any of the following purposes:


 


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


 


(2)           to
remove the Trustee and appoint a successor trustee with respect to Securities
of such series pursuant to the provisions of Article Seven;


 


(3)           to
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 10.02; or


 


(4)           to
take any other action authorized to be taken by or on behalf of the Holders of
any specified aggregate principal amount Outstanding of Securities of such
series under any other provision of this Indenture or under applicable law.


 


SECTION 9.02.  Call of Meeting by Trustee.  The Trustee may at any time call a meeting of
Holders of Securities of any series to take any action specified in Section 9.01,
to be held at such time and at such place in Chicago, Illinois, or at such
other location as the Trustee shall determine. 
With respect to registered Securities of any series, notice of every
such meeting, 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 mailed
to such Holders at their addresses as they shall appear on the Security
Register with respect to such Securities. 
With respect to unregistered Securities of any series, notice of every
such meeting shall be published in an Authorized Newspaper on two separate
days.  Such notice shall be provided not
less than 20 nor more than 120 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 Certified Board Resolution, or the Holders of at least ten percent in
aggregate principal amount of Securities of any series then Outstanding, shall
have requested the Trustee to call a meeting of Holders of Securities of such
series to take any action authorized in Section 9.01 by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have provided the notice of such meeting
within 20 days after receipt of such request, then the Company or the Holders
of such Securities in the amount above specified may determine the time and the
place in Chicago, Illinois, for such meeting and may call such meeting by
providing notice thereof as provided in Section 9.02.


 


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SECTION 9.04.  Who May Attend and Vote at Meetings.  To be entitled to vote at any meeting of
Holders of a particular series of Securities, a person shall (a) be a
Holder of one or more Securities of such series or (b) be a person
appointed by an instrument in writing as proxy by a Holder of one or more
Securities of such series.  Subject to Section 8.01,
the only persons who shall be entitled to be present or to speak at any meeting
of Holders of a particular series of Securities shall be the persons entitled
to vote at such meeting and their counsel and any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.


 


SECTION 9.05.  Regulations May Be Made by Trustee.  Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of a particular series, in
regard to proof of the holding of Securities of such series and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem necessary.  Except as otherwise permitted or required by
any such regulations, the holding of Securities of such series shall be proved
in the manner specified in Section 8.02 and the appointment of any proxy
shall be proved in the manner specified in Section 8.02.


 


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 as provided in Section 9.03, in which case the
Company or such 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 may be elected by
vote of the Holders of a majority in principal amount of Securities of the particular
series then Outstanding represented at the meeting and entitled to vote.


 


Subject to the provisions of Section 8.04, at any meeting each
Holder of Securities of the particular series or proxy entitled to vote shall
have one vote for each $1,000 principal amount of Securities of such series
held or represented by him; provided, however,
that no vote shall be cast or counted at any meeting in respect of any Security
of such series 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 Securities of such series held by him or
instruments in writing as aforesaid duly designating him as the person to vote
on behalf of other Holders of Securities of the particular series.  At any meeting of Holders duly called
pursuant to the provisions of Section 9.02 or Section 9.03 the
presence of Persons holding or representing Securities of the particular series
in an aggregate principal amount Outstanding sufficient to take action on the
business for the transaction of which such meeting was called shall constitute
a quorum, but, if less than a quorum be present, the meeting may be adjourned
from time to time by the Holders of a majority in principal amount Outstanding
of the Securities of such series represented at the meeting and entitled to
vote, and the meeting may be held as so adjourned without further notice.


 


SECTION 9.06.  Manner of Voting at Meetings and Record to Be
Kept.  The vote upon any resolution
submitted to any meeting of Holders of Securities of any series shall be by
written ballots on which shall be subscribed the signatures of the Holders or
proxies entitled to vote.  


 


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The 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 of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 9.02.  The record shall be signed and verified by
the affidavits of the 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, the latter to have attached thereto the ballots voted
at the meeting.


 


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


 


SECTION 9.07.  Written Consent in Lieu of Meetings.  The written authorization or consent of the
requisite percentage herein provided of Holders of Securities of any series
entitled to vote at any meeting of Holders of Securities of a particular
series, evidenced as provided in Article Eight and filed with the Trustee,
shall be effective in lieu of a meeting of such Holders with respect to any
matter provided for in this Article Nine.


 


SECTION 9.08.  No Delay of Rights by Meeting.  Nothing in this Article Nine contained
shall be deemed or construed to authorize or permit, by reason of any call of a
meeting of Holders of Securities of any series, or any rights expressly or
impliedly conferred hereunder to make such call, any hindrance or delay in the
exercise of any right or rights conferred upon or reserved to the Trustee or to
the Holders of Securities of such series under any of the provisions of this
Indenture or of the Securities of such series.


 


ARTICLE TEN


 


SUPPLEMENTAL
INDENTURES


 


SECTION 10.01.  Purposes for Which Supplemental Indentures May Be
Entered into Without Consent of Holders.  The Company, when authorized by a Certified
Board Resolution, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as then in effect) for one or
more of the following purposes:


 


(a)           to
evidence the succession of another corporation to the Company, or successive
successions, and the assumption by the successor corporation of the covenants,
agreements and obligations of the Company pursuant to Article Eleven;


 


(b)           to
appoint one or more additional or separate trustees to act under this Indenture
in the manner and to the extent contemplated by Section 7.15;


 


(c)           to
add to the covenants of the Company such further covenants, restrictions,
conditions or provisions for the protection of the Holders of Securities of any
or all series as the Board of Directors and the Trustee shall consider to be
for the 


 


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protection of the
Holders of Securities of such series, and to make the occurrence, or the
occurrence and continuance, of a default of any such additional covenants,
restrictions, conditions or provisions a default or an Event of Default
permitting the enforcement of all or any of the several remedies provided in
this Indenture as herein set forth with respect to Securities of such series; provided, however, that in respect of any such additional
covenant, restriction, condition or provision with respect to Securities of
such series, such supplemental indenture may provide for a particular period of
grace after default (which period may be shorter or longer than that allowed in
the case of other defaults) or may provide for an immediate enforcement upon
such default or may limit the remedies available to the Trustee upon such
default or may limit the right of the Holders of a majority in aggregate
principal amount Outstanding of the Securities of such series to waive such
default;


 


(d)           to
change or eliminate any of the provisions of this Indenture, provided that any
such change or elimination shall become effective only when there is no
Security Outstanding of any series created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provision,
unless such change or elimination would not adversely affect such provision as
applied to such Securities created prior to the execution of such supplemental
indenture;


 


(e)           to
cure any ambiguity or to correct or supplement any provision contained herein
or in any supplemental indenture which may be defective or inconsistent with any
other provision contained herein or in any supplemental indenture; to convey,
transfer, assign, mortgage or pledge any property to or with the Trustee; or to
make such other provisions in regard to matters or questions arising under this
Indenture as shall not adversely affect the interests of Holders of Securities
of any series;


 


(f)            to
modify, amend or supplement this Indenture to comply with the provisions of
Sections 4.05 and 11.01;


 


(g)           to
provide for the issuance of unregistered Securities, or for the exchangeability
of registered Securities of any series with unregistered Securities of a series
issued hereunder, or vice versa, and to make all appropriate changes for such
purpose;


 


(h)           to
provide for the issuance under this Indenture of Securities of a series having
any form or terms contemplated by Sections 2.01 and 2.02; and


 


(i)            to
evidence and provide for the acceptance of appointment hereunder by a successor
trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 7.15.


 


The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of 


 


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any property thereunder, but
the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise.


 


Any supplemental indenture authorized by the provisions of this Section 10.01
may be executed by the Company and the Trustee without the consent of the
Holders of any Securities of any series then Outstanding, notwithstanding any
of the provisions of Section 10.02.


 


SECTION 10.02.  Modification of Indenture with Consent of
Holders of a Majority in Principal Amount of Securities.  With the consent (evidenced as provided in Section 8.01)
of the Holders of not less than a majority in aggregate principal amount of the
Securities of any series then Outstanding, the Company, when authorized by a
Certified Board Resolution, and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto with respect to
Securities of the particular series (which shall conform to the provisions of
the Trust Indenture Act of 1939 as then in effect) for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture relating to such
series or of modifying in any manner the rights of the Holders of Securities of
the particular series; provided, however,
that no such supplemental indenture shall (i) extend the Stated Maturity
of any Security, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of any interest thereon, or reduce any premium
payable upon the redemption thereof, or reduce the amount of an Original Issue
Discount Security that would be due and payable upon a declaration of acceleration
of Stated Maturity thereof pursuant to Section 6.02, or change the
currency or currency unit in which any Security is payable, without the consent
of the Holder of each Security so affected, or (ii) reduce the aforesaid
majority in aggregate principal amount of Securities of any series, the consent
of the Holders of which is required for any such supplemental indenture,
without the consent of the Holders of all Securities of each affected series.


 


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


 


Upon a Company Request, accompanied by a Certified Board Resolution
authorizing the execution of any such supplemental indenture relating to
Securities of a particular series, and upon the filing with the Trustee of
evidence of the consent of Holders of Securities of the particular series as
aforesaid, the Trustee shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.


 


It shall not be necessary for the Holders of Securities of a particular
series to approve under this Section 10.02 the particular form of any
proposed supplemental indenture with respect to such series of Securities, but
it shall be sufficient if such consent shall approve the substance thereof.


 


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Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 10.02,
the Company shall mail a notice thereof by first-class mail to the Holders of
registered Securities of each series affected thereby at their addresses as
they shall appear on the Security Register for such Securities, or, in the case
of unregistered Securities, shall give notice in the manner provided in Section 5.04
hereof, setting forth in general terms the substance of such supplemental
indenture.  Any failure of the Company to
provide such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.


 


SECTION 10.03.  Effect of Supplemental Indentures.  Upon the execution and delivery of any
supplemental indenture with respect to any series of Securities pursuant to the
provisions of this Article Ten, this Indenture shall be and be deemed to
be modified and amended with respect to the affected series of Securities in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the Holders of Securities of the series affected shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.


 


The Trustee, subject to the provisions of Sections 7.01 and 7.03, may
regard an Opinion of Counsel as conclusive evidence that any such supplemental
indenture with respect to any series of Securities complies with the provisions
of this Article Ten.


 


SECTION 10.04.  Securities May Bear Notation of Changes
by Supplemental Indentures. 
Securities authenticated and delivered after the execution, pursuant to
the provisions of this Article Ten, of any supplemental indenture with
respect to any series of Securities may, and shall if required by the Trustee,
bear a notation in the form approved by the Trustee as to any matter provided
for in such supplemental indenture.  New
Securities of the affected series so modified as to conform, in the opinion of
the Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture with respect to such series of
Securities may be prepared by the Company, authenticated by the Trustee and
delivered in exchange for the Securities of the particular series then
Outstanding.


 


ARTICLE ELEVEN


 


CONSOLIDATION,
MERGER, SALE, CONVEYANCE OR LEASE


 


SECTION 11.01.  Company May Consolidate, etc., on
Certain Terms.  The Company
may consolidate with, or merge into, or sell, lease or convey all or
substantially all of its assets to, any Person, provided
that in any such case, (i) either the Company shall be the continuing
corporation, or the corporation formed by such consolidation or into which the
Company is merged or the Person which acquires by sale, lease or conveyance all
or substantially all of the Company’s assets shall be a corporation organized
and existing under the laws of the United States of America or a State thereof
or the District of Columbia and such corporation shall expressly assume the due
and punctual payment of the principal of (and premium, if any) and any interest
on all the Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by the 


 


65





















 


Company
by supplemental indenture satisfactory to the Trustee, executed and delivered
to the Trustee by such corporation, and (ii) immediately after such merger
or consolidation, or such sale, lease or conveyance, no Event of Default or no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have occurred and be continuing.


 


The Company may not consolidate with, merge into, or sell, lease or
convey all or substantially all of its assets to, another Person, if as a
result of such consolidation, merger, sale, lease or conveyance, any property
owned by the Company or a Restricted Subsidiary immediately prior thereto would
be subjected to a lien, unless (a) simultaneously therewith or prior
thereto effective provision shall be made for the securing (equally and ratably
with any other indebtedness of or guaranteed by the Company then entitled
thereto) of the due and punctual payment of the principal of and interest on
all of the Securities equally and ratably with (or prior to) the debt secured
by such lien, or (b) the Company would be permitted to create such lien
pursuant to Section 4.05 or 4.07 without equally and ratably securing the
Securities.


 


SECTION 11.02.  Successor Corporation to Be Substituted.  In case of any such consolidation, merger,
sale, conveyance or lease referred to in Section 11.01 and upon the
assumption by the successor corporation or entity, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the due and punctual payment of the principal of and interest on all of the
Securities and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Company, such successor
corporation or entity shall succeed to and be substituted for the Company, with
the same effect as if it had been named here in as a party.  Such successor corporation or entity
thereupon may cause to be signed, and may issue either in its own name or in
the name of Whitman Corporation any or all of the Securities issuable hereunder
which theretofore shall not have been signed by the Company and delivered to
the Trustee: and, upon the order of such successor corporation or entity
instead of the Company and subject to all the terms, conditions or limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously should have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Securities
which such successor corporation or entity thereafter shall cause to be signed
and delivered to the Trustee for that purpose. 
All the Securities so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Securities had been issued at the date of the execution hereof.  In the event of any such sale or conveyance,
but not any such lease, the Company or any successor corporation or entity
which shall theretofore have such in the manner described in this Article Eleven
shall be discharged from all obligations and covenants under this Indenture and
the Securities and may be dissolved and liquidated.


 


In case of any such consolidation, merger, sale, conveyance or lease
referred to in Section 11.01, such changes in phraseology and form (but
not in substance) may be made in the Securities thereafter to be issued as may
be appropriate.


 


SECTION 11.03.  Opinion of Counsel to Be Given Trustee.  The Trustee, subject to Sections 7.01 and 7.03,
shall be entitled to receive, and shall be fully protected in relying upon, an
Opinion of Counsel stating that any such consolidation, merger, sale,
conveyance or lease and any such assumption complies with the provisions of
this Article Eleven.


 


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ARTICLE TWELVE


 


SATISFACTION AND
DISCHARGE OF INDENTURE; UNCLAIMED MONEYS


 


SECTION 12.01.  Satisfaction and Discharge of Indenture.  If at any time (a) the Company shall
have delivered to the Trustee for cancellation all Securities of any series
theretofore authenticated and delivered (other than Securities which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.08 or Securities for which payment money has
theretofore been deposited in trust and thereafter repaid to the Company as
provided in Section 12.05), or (b) all Securities of any series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and the Company shall
deposit with the Trustee as trust funds in money the entire amount sufficient
to pay at Stated Maturity or upon redemption all such Securities not
theretofore delivered to the Trustee for cancellation, including principal (and
premium, if any) and interest due or to become due at Stated Maturity or on such
redemption date, as the case may be, and if in either case the Company shall
also pay or cause to be paid all other sums payable hereunder by the Company,
then this Indenture shall cease to be of further effect (except the Company’s
obligations with respect to such Securities under Sections 2.06, 2.08, 4.02,
4.04, 5.01, 7.07, 7.11, 7.12, 12.02 and Article Three of this Indenture,
so long as any principal of (and premium, if any) or interest on such
Securities remains unpaid and, thereafter, only the Company’s rights and
obligations under Sections 4.04 and 7.07) and the Trustee, on demand of the
Company accompanied by an Officers’ Certificate and an Opinion of Counsel as
required by Section 14.05 and at the cost and expense of the Company,
shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture.  Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee under Section 7.07 shall survive.


 


SECTION 12.02.  Defeasance and Discharge of Securities or
Certain Obligations. 
Notwithstanding Section 12.01 and except as otherwise specified as
contemplated by Section 2.01, this Section 12.02 shall be applicable
to the Securities of any series:


 


(a)           The
Company shall be deemed to have paid and discharged the entire indebtedness on
all the Outstanding Securities of that series, the provisions of this Indenture
as it relates to such Outstanding Securities (except as to (i) the rights
of Holders of Securities to receive, from the trust funds described in
subparagraph (1) below, payment of the principal of (and premium, if
any) and any installment of principal of (and premium, if any) or interest on
such Securities on the Stated Maturity of such principal or installment of
principal or interest or any mandatory sinking fund payments or analogous
payments applicable to the Securities of that series on the day on which such
payments are due and payable in accordance with the terms of this Indenture and
of such Securities, (ii) the Company’s obligations with respect to such
Securities under Sections 2.06, 2.08, 4.02, 4.04, 5.01, 7.07, 7.11, 7.12,
12.02 and Article Three of this Indenture, so long as any principal of
(and premium, if any) or interest on such Securities remains unpaid and, thereafter,
only the Company’s rights and obligations under Sections 4.04 and 7.07,
and (iii) the rights, powers, trusts, duties and immunities at the Trustee
with respect to such series) shall no longer be in effect, and the Trustee, at
the 


 


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expense of the
Company, shall, upon a Company Direction, execute proper instruments
acknowledging the same, provided that the following conditions have been
satisfied:


 


(1)           With
reference to this Section 12.02(a), the Company has deposited or caused to
be deposited with the Trustee irrevocably (subject to the provisions of Section 12.02(c) and
the last paragraph of Section 6.06), as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of
the Securities of that series, (A) money in an amount, or (B) Government
Obligations which, through the payment of interest and principal in respect
thereof in accordance with their terms, without consideration of any
reinvestment thereof, will provide not later than the opening of business on
the due date of any payment referred to in clause (i) or (ii) below
of this subparagraph (1) money in an amount, or (C) a combination
thereof, sufficient, after payment of all taxes in respect thereof payable by
the Trustee, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge (i) the principal of (and premium, if
any) and each installment of principal (and premium, if any) and interest on
the Outstanding Securities of that series on the Stated Maturity of such
principal or installment of principal or interest or any date fixed for
redemption of such Outstanding Securities and (ii) any mandatory sinking
fund payments or analogous payments applicable to Securities of such series on
the day on which such payments are due and payable in accordance with the terms
of this Indenture and of such Securities;


 


(2)           the
Company has paid or caused to be paid all other sums payable in respect of such
Securities, and such payment and the deposit set forth in subparagraph (1) above
will not result in a breach or violation of, or constitute a default under,
this Indenture or any other agreement or instrument to which the Company is a
party or by which it is bound,


 


(3)           no
Event of Default or event which with the giving of notice or lapse of time, or
both, would become an Event of Default with respect to the Securities of that
series shall have occurred and be continuing on the date of such deposit and no
Event of Default under Section 6.01(5) or event which with the giving
of notice or lapse of time, or both, would become an Event of Default under Section 6.01(5) shall
have occurred and be continuing on the 91st day after such date;


 


(4)           the
Company has delivered to the Trustee an Opinion of Counsel of recognized
national standing to the effect that Holders of the Securities of that series
will not recognize income, gain or loss for federal income tax purposes as a
result of such deposit, defeasance and discharge, and will be subject to
federal income tax on the same amount and in the same manner and at the same
times, as would have been the case if such deposit, defeasance and discharge
had not occurred; and


 


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(5)           the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent in this Indenture provided
for relating to the defeasance and discharge of the entire indebtedness on all
Outstanding Securities of any such series as contemplated by this Section 12.02(a) have
been complied with.


 


(b)           The
Company may omit to comply with, and shall be released from its obligations
under, any term, provision or condition set forth in Sections 4.05, 4.06, 4.07
and Article Eleven, and Section 6.01(4) with respect to Sections
4.05, 4.06, 4.07 and Article Eleven shall be deemed not to be an Event of
Default, in each case with respect to the Securities of that series, provided,
that the following conditions have been satisfied:


 


(1)           with
reference to this Section 12.02(b), the Company has deposited or caused to
be deposited with the Trustee irrevocably (subject to the provisions of Section 12.02(c) and
the last paragraph of Section 6.06), as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of
the Securities of that series, (A) money in an amount, or (B) Government
Obligations which, through the payment of interest and principal in respect
thereof in accordance with their terms, without consideration of any
reinvestment thereof, will provide not later than the opening of business on
the due date of any payment referred to in clause (i) or (ii) below
of this subparagraph (1) money in an amount, or (C) a combination
thereof, sufficient, after payment of all taxes in respect thereof payable by
the Trustee, in the opinion of a nationally recognized firm of independent
certified public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge (i) the principal of (and
premium, if any) and each installment of principal (and premium, if any) and
interest on the Outstanding Securities of that series on the Stated Maturity of
such principal or installment of principal or interest or any date fixed for
redemption of such Outstanding Securities and (ii) any mandatory sinking
fund payments or analogous payments applicable to Securities of such series on
the day on which such payments are due and in accordance with the terms of this
Indenture and of such Securities;


 


(2)           such
deposit shall not cause the Trustee with respect to the Securities of that
series to have a conflicting interest for purposes of the Trust Indenture Act
of 1939 with respect to the Securities of any series;


 


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


 


(4)           no
Event of Default or event which with the giving of notice or lapse of time, or
both, would become an Event of Default with respect to the Securities of that
series shall have occurred and be continuing on the date of such deposit and no
Event of Default under Section 6.01(5) or event which with the giving
of notice or lapse of time, or both, would become an Event of Default 


 


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under Section 6.01(5) shall
have occurred and be continuing on the 91st day after such date;


 


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


 


(6)           the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent in this Indenture provided
for relating to the defeasance contemplated by this Section 12.02(b) have
been complied with.


 


(c)           The
Trustee shall deliver or pay to the Company from time to time upon a Company
Direction any money or Government Obligations held by it as provided in this Section 12.02
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been
required to be deposited for the purpose for which such money or Government
Obligations were deposited or received.


 


SECTION 12.03.  Application by Trustee of Funds Deposited for
Payment of Securities.  All
moneys with respect to a particular series of Securities deposited with the
Trustee pursuant to Section 12.01 or Section 12.02 shall be held in
trust and applied by it to the payment, either directly or through any paying
agent (including, except in the case of Section 12.02(a), the Company
acting as its own paying agent), to the Holders of Securities of such series
for the payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal (and premium,
if any) and interest.


 


SECTION 12.04.  Repayment of Moneys Held by Paying Agent.  In connection with the satisfaction and discharge
of this Indenture, all moneys then held by any paying agent (other than the
Trustee, if the Trustee is serving as a paying agent) under the provisions of
this Indenture shall, upon a Company Direction, be repaid to the Company or
paid to the Trustee and thereupon such paying agent shall be released from all
further liability with respect to such moneys.


 


SECTION 12.05.  Repayment of Moneys Held by Trustee.  Any moneys deposited with the Trustee or any
paying agent for the payment of the principal of (and premium, if any) or
interest on any Securities of any series and not applied but remaining
unclaimed by the Holders of Securities of that series for two years after the
date upon which the principal of (and premium, if any) or interest on such Securities
shall have become due and payable, shall be repaid to the Company by the
Trustee or such paying agent by Company Direction; and the Holders of any of
the Securities of that series entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the
payment thereof and all liability of the Trustee or such paying agent with
respect to such moneys, and all liability of the Company as 


 


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trustee
thereof, shall thereupon cease provided, however,
that the Trustee or such paying agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once a week
for two successive weeks (in each case on any day of the week) in an Authorized
Newspaper, a notice that such moneys have not been so applied and that after a
date named therein any unclaimed balance of said moneys then remaining will be
returned to the Company.


 


ARTICLE THIRTEEN


 


IMMUNITY OF
INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS

AND EMPLOYEES


 


SECTION 13.01.  Incorporators, Stockholders, Officers,
Directors and Employees of Company Exempt from Individual Liability.  No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Security or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer, director or employee, as such, past,
present or future, of the Company or of any successor corporation, either directly
or through the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers, directors or employees, as such, of the Company or of
any successor corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom; and that any and all such personal liability, either at
common law or on equity or by constitution or statute of, and any and all such
rights and claims against, every such incorporator, stockholder, officer,
director or employee, as such, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or implied
therefrom, are hereby expressly waived and released as a condition of, and as a
consideration for, the execution and delivery of this Indenture and the issue
of Securities hereunder.


 


ARTICLE FOURTEEN


 


MISCELLANEOUS
PROVISIONS


 


SECTION 14.01.  Successors and Assigns of Company Bound by
Indenture.  All the covenants,
stipulations, promises and agreements in this Indenture contained by or in
behalf of the Company shall bind its successors and assigns, whether so
expressed or not.


 


SECTION 14.02.  Acts of Board, Committee or Officer of
Successor Corporation Valid. 
Any act or proceeding by any provision of this Indenture authorized or required
to be done or performed by any board, committee or officer of the Company shall
and may be done and performed with like force and effect by the like board,
committee or officer of any corporation that shall at that time be the
successor of the Company.


 


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SECTION 14.03.  Required Notices or Demand.  Unless otherwise provided in this Indenture,
any notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by any Holders to or on the
Company may be given or served by being deposited postage prepaid in a post
office letter box in the United States addressed (until another address is
filed by the Company with the Trustee), as follows: Whitman Corporation, 3501
Algonquin Road, Rolling Meadows, Illinois 60008, to the attention of the
Secretary.  Any notice, direction,
request or demand by the Company or by any Holder to or upon the Trustee may be
given or made, for all purposes, by being deposited postage prepaid in a post
office letter box in the United States addressed to the Corporate Trust
Office.  Any notice required or permitted
to be mailed to a Holder of registered Securities of any series by the Company
or the Trustee pursuant to the provisions of this Indenture shall be deemed to
be properly mailed by being deposited postage prepaid in a post office letter
box in the United States addressed to such Holder at the address of such Holder
as shown on the Security Register for the particular series of Securities.  Any notice required or permitted to be given
to a Holder of unregistered Securities of any series shall be deemed to be
properly given if such notice is published at least once in an Authorized
Newspaper in Chicago, Illinois or New York City or such other city as shall be
specified with respect to such Securities.


 


SECTION 14.04.  Indenture and Securities to Be Construed in
Accordance with the Laws of the State of Illinois.  This Indenture and each Security shall be
deemed to be a contract made under the laws of the State of Illinois, and for
all purposes shall be governed by and construed in accordance with the laws of
such State.  The descriptive headings of
the Articles and Sections of this Indenture are inserted for convenience only
and shall not control or affect the meaning or construction of any of the
provisions hereof.


 


SECTION 14.05.  Officers’ Certificate and Opinion of Counsel
to Be Furnished upon Application or Request by the Company.  Upon any application or request by the
Company to the Trustee to take any action under any of the provisions 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 have been complied with, except that in the case of any application
or request as to which the furnishing of any such document is specifically
required by any provision of this Indenture relating to such application or
request, no additional certificate or opinion, as the case may be, need be
furnished.


 


Each certificate (other than an annual certificate delivered pursuant to
Section 4.08) or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:  (1) a statement that the Person making
such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such Person, he or she
has made such examination or investigation as is necessary to enable him or her
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and (4) a statement as to whether or not, in the
opinion of such Person, such condition or covenant has been complied with.


 


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SECTION 14.06.  Payments Due on Non-Business Days.  In any case where the date of maturity of
interest on or principal of any Security or the date fixed for redemption of
any Security shall not be a Business Day, then payment of interest or principal
(and premium, if any) need not be made on such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on the
date of maturity or the date fixed for redemption, and no interest shall accrue
for the period after such date.


 


SECTION 14.07.  Moneys of Different Currencies To be
Segregated.  The Trustee shall
segregate moneys, funds and accounts held by the Trustee hereunder in one
currency (or unit thereof) from any moneys, funds or accounts in any other
currencies (or units thereof), notwithstanding any provision herein which would
otherwise permit the Trustee to commingle such amounts.


 


SECTION 14.08.  Payment to Be in Proper Currency.  Other than as provided herein or in a
Security, an Officers’ Certificate or a supplemental indenture, the obligation
of the Company to make any payment of principal of (and premium, if any) and
interest, if any, on such Security shall not be discharged or satisfied by any
tender by the Company, or collection by the Trustee, in any currency or
currency unit other than that in which such Security is denominated (the “Specified
Currency”), except to the extent that the Trustee timely holds for such payment
the full amount of the Specified Currency when due and payable.  If any such tender or collection is made in
other than the Specified Currency, the Trustee may take such actions as it
considers appropriate to exchange such other currency or currency unit for the
Specified Currency.  The costs and risks
of any such exchange, including without limitation the risks of delay and
exchange rate fluctuation, shall be borne by the Company, the company shall
remain fully liable for any shortfall or delinquency in the full amount of the
Specified Currency then due and payable and in no circumstances shall the
Trustee be liable therefor.  The Company
waives any defense of payment based upon any such tender or collection which is
not in the Specified Currency, or which, when exchanged for the Specified
Currency by the Trustee, is less than the full amount of the Specified Currency
then due and payable.


 


Notwithstanding the foregoing, if a Specified Currency is not available
to make any payment of principal of (and premium, if any) and interest, if any,
on a Security denominated in other than Dollars due to the imposition of
exchange controls or other circumstances beyond the Company’s control, the
Company shall be entitled to satisfy its obligation by making such payment in
Dollars on the basis of the Market Exchange Rate on the date of such payment,
or if such Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate. 
For any Specified Currency, “Market Exchange Rate” shall mean the noon
buying rate in New York, New York for cable transfers of such Specified
Currency as certified for customs purposes by the Federal Reserve Bank of New
York.


 


SECTION 14.09.  Provisions Required by Trust Indenture Act of
1939 to Control.  If and to
the extent that any provision of this Indenture limits, qualifies or conflicts
with the duties imposed pursuant to Section 318(c) of the Trust
Indenture Act of 1939, the imposed duties shall control.


 


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SECTION 14.10.  Indenture May be Executed in
Counterparts.  This Indenture
may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same
instrument.


 


SECTION 14.11.  Separability Clause.  In case any provision in this Indenture or in
the 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.


 


The Trustee hereby accepts the trusts in this Indenture declared and
provided, upon the terms and conditions hereinabove set forth.


 


74





















 


IN WITNESS WHEREOF, WHITMAN CORPORATION and THE FIRST NATIONAL BANK OF
CHICAGO have caused this Indenture to be duly executed, and their respective
corporate seals to be affixed and attested, all as of the day and year first
above written.


 


	
   

  	
  WHITMAN
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ WILLIAM B. MOORE

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  	
  Vice
  President

  	
   

  
					



 


 


Attest:


 


 


	
  /s/ OLGA ISZCZUK

  	
   

  	
   

  
	
  Assistant Secretary

  	
   

  	
   

  



 


 


	
   

  	
  THE FIRST
  NATIONAL BANK

  
	
   

  	
  OF CHICAGO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ JAMIE
  ARLOW

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  	
  Trust
  Officer

  	
   

  
					



 


 


Attest:


 


 


	
  /s/ TAMMIE MARSHALL

  	
   

  	
   

  
	
  Trust Officer

  	
   

  	
   

  



 


75





















 


	
  STATE OF
  ILLINOIS

  	
  )

  	
   

  
	
   

  	
  )  ss.

  	
   

  
	
  COUNTY OF
  COOK

  	
  )

  	
   

  



 


On this 18th day of January, 1993, before me personally came William B.
Moore to me known, who, being by me duly sworn, did depose and say that he
resides in Northbrook, Illinois; that he is Vice President of WHITMAN
CORPORATION, one of the parties described in and which executed the above
instrument, and that he signed his name thereto by authority of the Board of
Directors of said corporation.


 


IN WITNESS WHEREOF, I have hereunto set my hand the day and year in
this certificate first above written.


 


	
   

  	
  /s/CONSTANCE M. NORMAN

  
	
   

  	
  Notary
  Public

  



 


 


	
  STATE OF
  ILLINOIS

  	
  )

  	
   

  
	
   

  	
  )  ss.

  	
   

  
	
  COUNTY OF
  COOK

  	
  )

  	
   

  



 


On this 20th day of January, 1993, before me personally came Jamie
Arlow to me known, who, being by me duly sworn, did depose and say that she
resides in Hammond, Indiana; that she is Trust Officer of THE FIRST NATIONAL
BANK OF CHICAGO, one of the parties described in and which executed the above
instrument; that she knows the corporate seal of said corporation; that the seal
affixed to the instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said Corporation, and that she signed
her name thereto by like authority.


 


IN WITNESS WHEREOF, I have hereunto set my hand the day and year in
this certificate first above written.


 


	
   

  	
  /s/THERESA DEPALMA

  
	
   

  	
  Notary
  Public

  



 


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