Exhibit 4.1


 


EXECUTION VERSION


 




 





 


 


Aon Corporation


 


 


and


 


 


THE BANK OF NEW YORK MELLON
TRUST COMPANY, 

NATIONAL ASSOCIATION,


Trustee


 


 


INDENTURE


 


 


Dated as of September 10,
2010


 


 


Debt Securities


 




 





 

















 


CROSS-REFERENCE SHEET*


 


BETWEEN


 


Provisions
of Sections 310 through 318(a) of the Trust Indenture Act of 1939 and the
within Indenture between Aon Corporation and The Bank of New York Mellon Trust
Company, National Association, Trustee:


 


	
  310

  	
  (a) (1) and
  (2)

  	
  7.09

  
	
  310

  	
  (a) (3) and
  (4)

  	
  Not
  applicable

  
	
  310

  	
  (b)

  	
  7.8
  and 7.10 (b)

  
	
  310

  	
  (c)

  	
  Not
  applicable

  
	
  311

  	
  (a) and
  (b)

  	
  7.13

  
	
  311

  	
  (c)

  	
  Not
  applicable

  
	
  312

  	
  (a)

  	
  5.01
  and 5.02 (a)

  
	
  312

  	
  (b) and
  (c)

  	
  5.02
  (b) and (c)

  
	
  313

  	
  (a)

  	
  5.04
  (a)

  
	
  313

  	
  (b) (1)

  	
  Not
  applicable

  
	
  313

  	
  (b) (2)

  	
  5.04
  (b)

  
	
  313

  	
  (c)

  	
  5.04
  (c)

  
	
  313

  	
  (d)

  	
  5.04
  (d)

  
	
  314

  	
  (a)

  	
  5.03

  
	
  314

  	
  (b)

  	
  Not
  applicable

  
	
  314

  	
  (c) (1) and
  (2)

  	
  16.04

  
	
  314

  	
  (c) (3)

  	
  Not
  applicable

  
	
  314

  	
  (d)

  	
  Not
  applicable

  
	
  314

  	
  (e)

  	
  16.04

  
	
  314

  	
  (f)

  	
  Not
  applicable

  
	
  315

  	
  (a),
  (c) and (d)

  	
  7.01

  
	
  315

  	
  (b)

  	
  6.07

  
	
  315

  	
  (e)

  	
  6.08

  
	
  316

  	
  (a) (1)

  	
  6.01
  and 6.06

  
	
  316

  	
  (a) (2)

  	
  Omitted

  
	
  316

  	
  (a) last
  sentence

  	
  8.04

  
	
  316

  	
  (b)

  	
  6.04

  
	
  317

  	
  (a)

  	
  6.02

  
	
  317

  	
  (b)

  	
  4.03
  (a)

  
	
  318

  	
  (a)

  	
  16.06

  



 






* This Cross-Reference Sheet is not part of the Indenture.


 


i

















 


TABLE OF CONTENTS


 


	
  ARTICLE ONE

  
	
  DEFINITIONS

  
	
  Section 1.01.   Definitions

  	
  1

  
	
  ADDITIONAL AMOUNTS

  	
  1

  
	
  AUTHORIZED NEWSPAPER

  	
  2

  
	
  BOARD OF DIRECTORS

  	
  2

  
	
  BOARD RESOLUTION

  	
  2

  
	
  BUSINESS DAY

  	
  2

  
	
  CLOSING PRICE

  	
  2

  
	
  COMMON DEPOSITARY

  	
  2

  
	
  COMMON STOCK

  	
  3

  
	
  COMPANY

  	
  3

  
	
  COMPANY ORDER

  	
  3

  
	
  CONVERSION AGENT

  	
  3

  
	
  CONVERSION PRICE

  	
  3

  
	
  CORPORATE TRUST OFFICE

  	
  3

  
	
  COUPON

  	
  4

  
	
  COUPON SECURITY

  	
  4

  
	
  COVENANT DEFEASANCE

  	
  4

  
	
  CURRENT MARKET PRICE

  	
  4

  
	
  DEFEASANCE

  	
  4

  
	
  EVENT OF DEFAULT

  	
  4

  
	
  EXCHANGE ACT

  	
  4

  
	
  GOVERNMENT OBLIGATION

  	
  4

  
	
  HOLDER

  	
  5

  
	
  INDENTURE

  	
  5

  
	
  INTEREST

  	
  5

  
	
  INTEREST PAYMENT DATE

  	
  5

  
	
  NYSE

  	
  5

  
	
  OFFICERS’ CERTIFICATE

  	
  5

  
	
  OPINION OF COUNSEL

  	
  5

  
	
  ORIGINAL ISSUE DISCOUNT
  SECURITIES

  	
  5

  
	
  OUTSTANDING

  	
  6

  
	
  PERSON

  	
  6

  
	
  PLACE OF PAYMENT

  	
  6

  
	
  REGISTERED SECURITY

  	
  6

  
	
  REGULAR RECORD DATE

  	
  7

  
	
  RESPONSIBLE OFFICER

  	
  7

  
	
  SECURITY REGISTER AND SECURITY
  REGISTRAR

  	
  7

  
	
  TRADING DAY

  	
  7

  
	
  TRUST INDENTURE ACT OF 1939

  	
  7

  
	
  UNITED STATES

  	
  7

  
	
  UNREGISTERED SECURITY

  	
  7

  
	
  U.S. DEPOSITARY

  	
  8

  



 


ii

















 


	
  U.S. DOLLAR

  	
  8

  
	
  U.S. PERSON

  	
  8

  
	
   

  	
   

  
	
  ARTICLE TWO

  
	
  ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF
  SECURITIES

  
	
   

  	
   

  
	
  Section 2.01.   Amount
  Unlimited; Issuable in Series

  	
  8

  
	
  Section 2.02.   Form of
  Trustee’s Certificate of Authentication

  	
  10

  
	
  Section 2.03.   Form,
  Execution, Authentication, Delivery and Dating of Securities

  	
  11

  
	
  Section 2.04.   Denominations;
  Record Date

  	
  12

  
	
  Section 2.05.   Exchange
  and Registration of Transfer of Securities

  	
  13

  
	
  Section 2.06.   Temporary
  Securities

  	
  15

  
	
  Section 2.07.   Mutilated,
  Destroyed, Lost or Stolen Securities

  	
  16

  
	
  Section 2.08.   Securities
  in Global Form

  	
  17

  
	
  Section 2.09.   Cancellation

  	
  18

  
	
  Section 2.10.   Computation
  of Interest

  	
  18

  
	
  Section 2.11.   CUSIP
  Numbers

  	
  18

  
	
   

  	
   

  
	
  ARTICLE THREE

  
	
  REDEMPTION OF SECURITIES

  
	
   

  	
   

  
	
  Section 3.01.   Redemption
  of Securities; Applicability of Article

  	
  18

  
	
  Section 3.02.   Notice
  of Redemption; Selection of Securities

  	
  18

  
	
  Section 3.03.   Payment
  of Securities Called for Redemption

  	
  20

  
	
   

  	
   

  
	
  ARTICLE FOUR

  
	
  PARTICULAR
  COVENANTS OF THE COMPANY

  
	
   

  	
   

  
	
  Section 4.01.   Payment
  of Principal, Premium, Interest and Additional Amounts

  	
  21

  
	
  Section 4.02.   Offices
  for Notices and Payments, etc.

  	
  21

  
	
  Section 4.03.   Provisions
  as to Paying Agent

  	
  22

  
	
  Section 4.04.   Statement
  by Officers as to Default

  	
  23

  
	
   

  	
   

  
	
  ARTICLE FIVE

  
	
  SECURITYHOLDER
  LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

  
	
   

  
	
  Section 5.01.   Securityholder
  Lists

  	
  23

  
	
  Section 5.02.   Preservation
  and Disclosure of Lists

  	
  24

  
	
  Section 5.03.   Reports
  by the Company

  	
  25

  
	
  Section 5.04.   Reports
  by the Trustee

  	
  26

  
	
   

  	
   

  
	
  ARTICLE SIX

  
	
  REMEDIES
  ON DEFAULT

  
	
   

  
	
  Section 6.01.   Events
  of Default

  	
  26

  
	
  Section 6.02.   Payment
  of Securities on Default; Suit Therefor

  	
  28

  



 


iii

















 


	
  Section 6.03.   Application
  of Moneys Collected by Trustee

  	
  29

  
	
  Section 6.04.   Proceedings
  by Securityholders

  	
  30

  
	
  Section 6.05.   Remedies
  Cumulative and Continuing

  	
  31

  
	
  Section 6.06.   Direction
  of Proceedings

  	
  31

  
	
  Section 6.07.   Notice
  of Defaults

  	
  32

  
	
  Section 6.08.   Undertaking
  to Pay Costs

  	
  32

  
	
  Section 6.09.   Waiver
  of Past Defaults

  	
  32

  
	
   

  	
   

  
	
  ARTICLE SEVEN

  
	
  CONCERNING
  THE TRUSTEE

  
	
   

  	
   

  
	
  Section 7.01.   Duties
  and Responsibilities of Trustee

  	
  33

  
	
  Section 7.02.   Reliance
  on Documents, Opinions, etc.

  	
  34

  
	
  Section 7.03.   No
  Responsibility for Recitals, etc.

  	
  35

  
	
  Section 7.04.   Ownership
  of Securities or Coupons

  	
  35

  
	
  Section 7.05.   Moneys
  to Be Held in Trust

  	
  36

  
	
  Section 7.06.   Compensation
  and Expenses of Trustee

  	
  36

  
	
  Section 7.07.   Officers’
  Certificate as Evidence

  	
  36

  
	
  Section 7.08.   Conflicting
  Interest of Trustee

  	
  37

  
	
  Section 7.09.   Eligibility
  of Trustee

  	
  37

  
	
  Section 7.10.   Resignation
  or Removal of Trustee

  	
  37

  
	
  Section 7.11.   Acceptance
  by Successor Trustee

  	
  38

  
	
  Section 7.12.   Successor
  by Merger, etc.

  	
  39

  
	
  Section 7.13.   Limitations
  on Rights of Trustee as Creditor

  	
  40

  
	
   

  	
   

  
	
  ARTICLE EIGHT

  
	
  CONCERNING
  THE SECURITYHOLDERS

  
	
   

  	
   

  
	
  Section 8.01.   Action
  by Securityholders

  	
  40

  
	
  Section 8.02.   Proof
  of Execution by Securityholders

  	
  40

  
	
  Section 8.03.   Who
  Are Deemed Absolute Owners

  	
  41

  
	
  Section 8.04.   Company-Owned
  Securities Disregarded

  	
  41

  
	
  Section 8.05.   Revocation
  of consents; Future Securityholders Bound

  	
  42

  
	
   

  	
   

  
	
  ARTICLE NINE

  
	
  SECURITYHOLDERS’
  MEETINGS

  
	
   

  	
   

  
	
  Section 9.01.   Purposes
  of Meetings

  	
  42

  
	
  Section 9.02.   Call
  of Meetings by Trustee

  	
  42

  
	
  Section 9.03.   Call
  of Meetings by Company or Securityholders

  	
  43

  
	
  Section 9.04.   Qualification
  for Voting

  	
  43

  
	
  Section 9.05.   Regulations

  	
  43

  
	
  Section 9.06.   Voting

  	
  44

  
	
   

  	
   

  
	
  ARTICLE TEN

  
	
  SUPPLEMENTAL
  INDENTURES

  
	
   

  	
   

  
	
  Section 10.01.   Supplemental
  Indentures without Consent of Securityholders

  	
  44

  



 


iv

















 


	
  Section 10.02.   Supplemental
  Indentures with Consent of Securityholders

  	
  46

  
	
  Section 10.03.   Compliance
  with Trust Indenture Act; Effect of Supplemental Indentures

  	
  47

  
	
  Section 10.04.   Notation
  on Securities

  	
  47

  
	
   

  	
   

  
	
  ARTICLE ELEVEN

  
	
  CONSOLIDATION,
  MERGER, CONVEYANCE, TRANSFER OR LEASE

  
	
   

  	
   

  
	
  Section 11.01.   Company
  May Consolidate, etc., Only on Certain Terms

  	
  48

  
	
  Section 11.02.   Successor
  Corporation Substituted

  	
  48

  
	
   

  	
   

  
	
  ARTICLE TWELVE

  
	
  SATISFACTION
  AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

  
	
   

  	
   

  
	
  Section 12.01.   Discharge
  of Indenture

  	
  49

  
	
  Section 12.02.   Deposited
  Moneys to Be Held in Trust by Trustee

  	
  50

  
	
  Section 12.03.   Paying
  Agent to Repay Moneys Held

  	
  50

  
	
  Section 12.04.   Return
  of Unclaimed Moneys

  	
  50

  
	
   

  	
   

  
	
  ARTICLE THIRTEEN

  
	
  DEFEASANCE
  AND COVENANT DEFEASANCE

  
	
   

  	
   

  
	
  Section 13.01.   Applicability
  of Article; Company’s Option to Effect Defeasance or Covenant Defeasance

  	
  51

  
	
  Section 13.02.   Defeasance
  and Discharge

  	
  51

  
	
  Section 13.03.   Covenant
  Defeasance

  	
  51

  
	
  Section 13.04.   Conditions
  to Defeasance or Covenant Defeasance

  	
  52

  
	
  Section 13.05.   Deposited
  Money and Government Obligations to be Held in Trust; Other Miscellaneous
  Provisions

  	
  53

  
	
   

  	
   

  
	
  ARTICLE FOURTEEN

  
	
  CONVERSION

  
	
   

  
	
  Section 14.01.   Conversion
  Privilege

  	
  54

  
	
  Section 14.02.   Conversion
  Procedure; Conversion Price; Fractional Shares

  	
  54

  
	
  Section 14.03.   Adjustment
  of Conversion Price for Common Stock

  	
  55

  
	
  Section 14.04.   Consolidation
  or Merger of the Company

  	
  58

  
	
  Section 14.05.   Notice
  of Adjustment

  	
  58

  
	
  Section 14.06.   Notice
  in Certain Events

  	
  59

  
	
  Section 14.07.   Company
  to Reserve Stock; Registration; Listing

  	
  59

  
	
  Section 14.08.   Taxes
  on Conversion

  	
  60

  
	
  Section 14.09.   Conversion
  After Record Date

  	
  60

  
	
  Section 14.10.   Corporate
  Action Regarding Par Value of Common Stock

  	
  60

  
	
  Section 14.11.   Company
  Determination Final

  	
  61

  
	
  Section 14.12.   Trustee’s
  Disclaimer

  	
  61

  



 


v

















 


	
  ARTICLE FIFTEEN

  
	
  IMMUNITY
  OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

  
	
   

  	
   

  
	
  Section 15.01.   Indenture
  and Securities Solely Corporate Obligations

  	
  61

  
	
   

  	
   

  
	
  ARTICLE SIXTEEN

  
	
  MISCELLANEOUS
  PROVISIONS

  
	
   

  	
   

  
	
  Section 16.01.   Benefits
  of Indenture Restricted to Parties and Securityholders

  	
  61

  
	
  Section 16.02.   Provisions
  Binding on Company’s Successors

  	
  61

  
	
  Section 16.03.   Addresses
  for Notices, etc.

  	
  61

  
	
  Section 16.04.   Evidence
  of Compliance with Conditions Precedent

  	
  62

  
	
  Section 16.05.   Legal
  Holidays

  	
  62

  
	
  Section 16.06.   Trust
  Indenture Act to Control

  	
  62

  
	
  Section 16.07.   Execution
  in Counterparts

  	
  62

  
	
  Section 16.08.   New
  York Contract

  	
  63

  
	
  Section 16.09.   Separability

  	
  63

  
	
  Section 16.10.   Assignment

  	
  63

  
	
  Section 16.11.   Waiver
  of Jury Trial

  	
  63

  
	
  Section 16.12.   Force
  Majeure

  	
  63

  



 


vi
















 


THIS INDENTURE, dated as of the 10th day of September between
Aon Corporation, a corporation duly organized and existing under the laws of
the State of Delaware (hereinafter sometimes called the “Company”) and The Bank
of New York Mellon Trust Company, National Association, a national banking
association duly incorporated, and existing under the laws of the United States
of America (hereinafter sometimes called the “Trustee”, which term shall
include any successor trustee appointed pursuant to Article Seven).


 


WITNESSETH:


 


WHEREAS, the Company deems it necessary to issue from time to time for
its lawful purposes securities (hereinafter called the “Securities” or, in the
singular, “Security”) evidencing its unsecured indebtedness and has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of the Securities in one or more series, unlimited as to principal
amount, to bear such rates of interest, to mature at such time or times and to
have such other provisions as shall be fixed as hereinafter provided; and


 


WHEREAS, the Company represents that all acts and things necessary to
present a valid and binding indenture and agreement according to its terms,
have been done and performed, and the execution of this Indenture has in all
respects been duly authorized, and the Company, in the exercise of legal rights
and power in it vested, is executing this Indenture;


 


NOW, THEREFORE, in order to declare the terms and conditions upon which
the Securities are authenticated, issued, and received, and in consideration of
the premises, of the purchase and acceptance of the Securities by the Holders
thereof, the Company covenants and agrees with the Trustee, for the equal and
proportionate benefit of the respective Holders from time to time of the
Securities, as follows:


 


ARTICLE ONE

DEFINITIONS


 


Section 1.01.        Definitions.  The terms defined in this Section (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.  All other terms used in this Indenture which
are defined in the Trust Indenture Act of 1939 and the Securities Act of 1933,
as amended, shall have the meanings (except as herein otherwise expressly
provided or unless the context otherwise requires) assigned to such terms in
the Trust Indenture Act of 1939 and in said Securities Act as in force at the
date of this Indenture as originally executed.


 


ADDITIONAL
AMOUNTS


 


The term “Additional Amounts” shall mean any additional amounts which
are required by a Security or by or pursuant to a supplemental indenture or
Board Resolution under circumstances specified therein, to be paid by the
Company in respect of certain taxes, assessments or governmental charges
imposed on certain Holders of Securities and which are owing to such Holders of
Securities.


 


1

















 


AUTHORIZED
NEWSPAPER


 


The term “Authorized Newspaper” shall mean a newspaper in an official
language of the country of publication of general circulation in the place in
connection with which the term is used. 
If it shall be impractical in the opinion of the Trustee to make any
publication of any notice required hereby in an Authorized Newspaper, any
publication or other notice in lieu thereof which is made or given with the
approval of the Trustee shall constitute a sufficient publication of such
notice.


 


BOARD
OF DIRECTORS


 


The term “Board of Directors” shall mean the Board of Directors of the
Company, the Executive Committee of the Company or any other committee duly
authorized to exercise the powers and authority of the Board of Directors with
respect to this Indenture or any Security.


 


BOARD
RESOLUTION


 


The term “Board Resolution” shall mean a resolution certified by the
Corporate Secretary or any Assistant Secretary of the Company to have been duly
adopted by, or pursuant to the authority of, the Board of Directors and to be
in full force and effect on the date of such certification, and delivered to
the Trustee.


 


BUSINESS
DAY


 


The term “Business Day” shall mean, with respect to any Security, a day
(other than a Saturday or Sunday) that in the city (or in any of the cities, if
more than one) in which amounts are payable, as specified on the face of the
form of such Security, is neither a legal holiday nor a day on which banking
institutions are authorized or required by law, regulation or executive order
to close.


 


CLOSING
PRICE


 


The term “Closing Price” of the Common Stock shall mean the last
reported sale price of such stock as shown on the Composite Tape of the NYSE
(or, if such stock is not listed or admitted to trading on the NYSE, on the
principal national securities exchange on which such stock is listed or
admitted to trading), or, in case no such sale takes place on such day, the
average of the closing bid and asked prices on the NYSE (or, if such stock is
not listed or admitted to trading on the NYSE, on the principal national
securities exchange on which such stock is listed or admitted to trading), or,
if it is not listed or admitted to trading on any national securities exchange,
the average of the closing bid and asked prices as reported by the National
Association of Securities Dealers Automated Quotation System (NASDAQ), or if
such stock is not so reported, the average of the closing bid and asked prices
as furnished by any member of the National Association of Securities
Dealers, Inc., selected from time to time by the Company for that purpose.


 


COMMON
DEPOSITARY


 


The term “Common Depositary” shall have the meaning specified in Section 2.06.


 


2

















 


COMMON
STOCK


 


The term “Common Stock” shall mean the class of Common Stock, par value
$1.00 per share, of the Company authorized at the date of this Indenture as
originally signed, or any other class of stock resulting from successive
changes or reclassifications of such Common Stock, and in any such case
including any shares thereof authorized after the date of this Indenture, and
any other shares of stock of the Company which do not have any priority in the
payment of dividends or upon liquidation over any other class of stock.


 


COMPANY


 


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


 


COMPANY
ORDER


 


The term “Company Order” means a written order signed in the name of
the Company by the President or any Executive Vice President or any Vice
President or the Treasurer and by the Corporate Secretary or any Assistant
Secretary.


 


CONVERSION
AGENT


 


The term “Conversion Agent” shall mean any Person authorized by the
Company to receive Securities to be converted into Common Stock on behalf of
the Company. The Company initially authorizes the Trustee to act as Conversion
Agent for the Securities on its behalf. The Company may at any time from time
to time authorize one or more Persons to act as Conversion Agent in addition to
or in place of the Trustee with respect to any series of Securities issued
under this Indenture.


 


CONVERSION
PRICE


 


The term “Conversion Price” shall mean, with respect to any series of
Securities which are convertible into Common Stock, the price per share of
Common Stock at which the Securities of such series are so convertible as set
forth in the Board Resolution with respect to such series (or in any
supplemental indenture entered into pursuant to Section 10.01(g) with
respect to such series), as the same may be adjusted from time to time in
accordance with Section 14.03 (or such supplemental indenture).


 


CORPORATE
TRUST OFFICE


 


The
term “Corporate Trust Office” means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the dated hereof is located at 2 N. LaSalle Street, Suite 1020,
Chicago, Illinois 60602 Attention: 
Corporate Trust Administration, or such other address as the Trustee may
designate from time to time by notice to the Holders and the Company, or the
principal corporate trust office of any successor


 


3

















 


Trustee
(or such other address as such successor Trustee may designate from time to
time by notice to the Holders and the Company).


 


COUPON


 


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


 


COUPON
SECURITY


 


The term “Coupon Security” shall mean any Security authenticated and
delivered with one or more coupons appertaining thereto.


 


COVENANT
DEFEASANCE


 


The term “covenant defeasance” shall have the meaning specified in Section 13.03.


 


CURRENT
MARKET PRICE


 


The term “Current Market Price” on any date shall mean the average of
the daily Closing Prices per share of Common Stock for any thirty (30)
consecutive Trading Days selected by the Company prior to the date in question,
which thirty (30) consecutive Trading Day period shall not commence more than
forty-five (45) Trading Days prior to the day in question; provided that with
respect to Section 14.03(c), the “Current Market Price” of the Common
Stock shall mean the average of the daily Closing Prices per share of Common
Stock for the five (5) consecutive Trading Days ending on the date of the
distribution referred to in Section 14.03(c) (or if such date shall
not be a Trading Day, on the Trading Day immediately preceding such date).


 


DEFEASANCE


 


The term “defeasance” shall have the meaning specified in Section 13.02.


 


EVENT
OF DEFAULT


 


The term “Event of Default” shall mean any event specified as such in Section 6.01.


 


EXCHANGE
ACT


 


The term “Exchange Act” shall mean the Securities Exchange Act of 1934.


 


GOVERNMENT
OBLIGATION


 


The term “Government Obligation” shall have the meaning specified in Section 13.04.


 


4

















 


HOLDER


 


The terms “Holder”, “Holder of Securities”, “Securityholder” or other
similar terms, shall mean (a) in the case of any Registered Security, the
person in whose name at the time such Security is registered on the
registration books kept for that purpose in accordance with the terms hereof,
and (b) in the case of any Unregistered Security, the bearer of such
Security.


 


INDENTURE


 


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


 


INTEREST


 


The term “Interest” shall mean, when used with respect to non-interest
bearing Securities, interest payable on or after maturity.


 


INTEREST
PAYMENT DATE


 


The term “Interest Payment Date,” when used with respect to any
Security, means the stated maturity of an installment of interest on such
Security.


 


NYSE


 


The term “NYSE” shall mean the New York Stock Exchange.


 


OFFICERS’
CERTIFICATE


 


The term “Officers’ Certificate” shall mean a certificate signed by the
Chairman of the Board of Directors or the President or any Executive Vice
President or any Vice President or the Treasurer and by the Corporate Secretary
or any Assistant Secretary.


 


OPINION
OF COUNSEL


 


The term “Opinion of Counsel” shall mean an opinion in writing,
reasonably acceptable to the Trustee, signed by legal counsel, who may be an
employee of or counsel to the Company, or who may be other counsel.


 


ORIGINAL
ISSUE DISCOUNT SECURITIES


 


The term “Original Issue Discount Securities” shall mean any Securities
which are initially sold at a discount from the principal amount thereof and
which provide upon Event of Default for declaration of an amount less than the
principal amount thereof to be due and payable upon acceleration thereof.


 


5

















 


OUTSTANDING


 


The term “Outstanding”, when used with reference to Securities, shall,
subject to the provisions of Section 8.01 and Section 8.04, mean, as
of any particular time, all Securities authenticated and delivered by the
Trustee under this Indenture, except


 


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


 


(b)           Securities, 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 are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as provided
in Article Three, or provisions satisfactory to the Trustee shall have
been made for giving such notice;


 


(c)           Securities in lieu
of and in substitution for which other Securities shall have been authenticated
and delivered pursuant to the terms of Section 2.07, unless proof
satisfactory to the Trustee is presented that any such Securities are held by
bona fide Holders in due course in whose hands such Securities are valid
obligations of the Company; and


 


(d)           Securities which
have been defeased pursuant to Section 13.02.


 


PERSON


 


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


 


PLACE
OF PAYMENT


 


The term “Place of Payment,” when used with respect to the Securities
of any series, means the office or agency of the Company in the Borough of
Manhattan, The City of New York, designated and maintained by the Company
pursuant to Section 4.02 and such other place or places where the
principal of (and premium, if any) and interest (and Additional Amounts, if
any) on the Securities of that series are payable as specified as contemplated
by Section 2.01.


 


REGISTERED
SECURITY


 


The term “Registered Security” shall mean any Security registered on
the Security registration books of the Company.


 


6

















 


REGULAR
RECORD DATE


 


The term “Regular Record Date” for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Sections 2.01 and 2.04.


 


RESPONSIBLE
OFFICER


 


The term “responsible officer” when used with respect to the Trustee
shall mean any vice president, assistant treasurer, trust officer, assistant
vice president, 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 and who
shall have direct responsibility for the administration of this Indenture.


 


SECURITY
REGISTER AND SECURITY REGISTRAR


 


The term “Security Register” and “Security Registrar” shall have the respective
meanings specified in Section 2.05.


 


TRADING
DAY


 


The term “Trading Day” shall mean, with respect to the Common Stock, so
long as the Common Stock is listed or admitted to trading on the NYSE, a day on
which the NYSE is open for the transaction of business, or, if the Common Stock
is not listed or admitted to trading on the NYSE, a day on which the principal
national securities exchange on which the Common Stock is listed is open for
the transaction of business, or, if the Common Stock is not so listed or
admitted for trading on any national securities exchange, a day on which NASDAQ
is open for the transaction of business.


 


TRUST
INDENTURE ACT OF 1939


 


Except as otherwise provided in Section 10.03, the term “Trust
Indenture Act” shall mean the Trust Indenture Act of 1939 as in force at the
date of this Indenture as originally executed.


 


UNITED
STATES


 


The term “United States” shall mean the United States of America, its
territories, possessions and other areas subject to its jurisdiction, including
the Commonwealth of Puerto Rico.


 


UNREGISTERED
SECURITY


 


The term “Unregistered Security” shall mean any Security other than a
Registered Security.


 


7

















 


U.S.  DEPOSITARY


 


The term “U.S.  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 permanent global Securities, the Person
designated as U.S.  Depositary by the
Company pursuant to Section 2.01, which must be a clearing agency
registered under the Exchange Act, as amended, until a successor U.S.  Depositary shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter “U.S.  Depositary” shall mean or include each Person
who is then a U.S.  Depositary hereunder,
and if at any time there is more than one such Person, “U.S.  Depositary” shall mean the U.S.  Depositary with respect to the Securities of
that series.


 


U.S.  DOLLAR


 


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


 


U.S.  PERSON


 


The term “U.S.  person” shall
mean a citizen or resident of the United States, a corporation, partnership or
other entity created or organized in or under the laws of the United States or
any political subdivision thereof or an estate or trust the income of which is
subject to United States Federal income tax regardless of its source.


 


ARTICLE TWO

ISSUE, EXECUTION, REGISTRATION AND

EXCHANGE OF SECURITIES


 


Section 2.01.        Amount Unlimited; Issuable in Series.  The aggregate principal amount
of Securities which may be authenticated and delivered under this Indenture is
unlimited.


 


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


 


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


 


(2)           any limit upon the aggregate
principal amount of the Securities of the series which may be authenticated and
delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Section 2.05, 2.06, 2.07, 3.02
or 10.04);


 


(3)           whether any Securities of the series
are to be issuable in whole or in part in permanent global form with or without
coupons and, if so, (a) whether beneficial owners of interests in any such
permanent global Security may exchange such interests for Securities of such
series and of like tenor of any authorized form and denomination 


 


8

















 


and
the circumstances under which any such exchanges may occur, if other than in
the manner provided in Section 2.05, and (b) the name of the Common
Depositary or the U.S.  Depositary, as
the case may be, with respect to any global Security;


 


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


 


(5)           the rate or rates, which may be fixed
or variable, at which the Securities of the series shall bear interest, if any,
and if the rate is variable, the manner of calculation thereof, the date or
dates from which such interest shall accrue, the Interest Payment Dates on
which such interest shall be payable and, in the case of Registered Securities
the Regular Record Date for the determination of Holders of such Securities to
whom interest is payable on any Interest Payment Date;


 


(6)           the place or places (in addition to
such place or places specified in this Indenture) where the principal of (and
premium, if any), interest, if any, and Additional Amounts, if any, on
Securities of the series shall be payable;


 


(7)           the period or periods within which,
the price or prices at which and the terms and conditions upon which Securities
of the series may be redeemed, in whole or in part, at the option of the
Company, pursuant to any sinking fund or otherwise;


 


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


 


(9)           if other than U.S.  Dollars, the currency or currencies, or
units, including European Currency Units (“ECUs”), based on or related to
currencies, in which the Securities of the series shall be denominated and in
which payments of principal of, any premium on, interest on, if any, and any
other amounts payable with respect to such Securities shall or may be payable;


 


(10)         the denominations in which Securities
of the series shall be issuable, if other than $1,000 or integral multiples
thereof with respect to Registered and Unregistered Securities;


 


(11)         if other than the principal amount
thereof, the portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.01 or which the Trustee shall be entitled to claim
pursuant to Section 6.02;


 


(12)         if other than Registered
Securities:  whether the Securities of
the series will be issuable as Registered Securities or Unregistered Securities
(with or without coupons), or both; any restrictions applicable to the offer,
sale or delivery of Unregistered Securities; if other than as provided for in Section 2.05,
the terms upon which 


 


9

















 


Unregistered
Securities of the series may be exchanged for Registered Securities of such
series and vice versa; if other than as provided for in Section 2.05 and Section 2.06,
the terms upon which Unregistered Securities shall be issued in definitive
form; and, if other than as provided for in Section 4.02, the
circumstances, if any, under which payment on any Unregistered Security or
coupon will be made upon presentation of such Unregistered Security or coupon
at an agency of the Company outside the United States or by transfer to an
account in, or by mail to an address in, the United States;


 


(13)         whether and under what circumstances
the Company will pay Additional Amounts on the Securities of the series held by
a person who is not a U.S.  Person 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 such Additional Amounts;


 


(14)         if either or both of Section 13.02
and Section 13.03 shall be inapplicable to the Securities of the series
(provided that if no such inapplicability shall be specified, then both Section 13.02
and Section 13.03 shall be applicable to the Securities of the series);
and


 


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


 


All Securities of any one series shall be substantially identical
except (i) as to denomination and (ii) that Securities of any series
may be issuable as either Registered Securities or Unregistered Securities and (iii) as
may otherwise be provided in or pursuant to such Board Resolution and set forth
in such Officers’ Certificate or in any such indenture supplemental hereto.


 


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


 


Securities of any particular series may be issued at various times,
with different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by
which rates of interest may be determined, with different dates on which such
interest may be payable and with different redemption dates.


 


Section 2.02.        Form of Trustee’s Certificate of
Authentication.  The Trustee’s certificate of authentication
shall be in the following form:


 


[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]


 


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


 


10
















 


	
   

  	
   

  	
   

  	
  THE
  BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Authorized
  Officer

  



 


Section 2.03.                         Form, Execution, Authentication, Delivery and Dating of Securities.  The Securities of each series
and the coupons, if any, to be attached thereto, shall be in substantially the
forms approved from time to time by or pursuant to a Board Resolution, or
established in one or more indentures supplemental hereto, and shall be
printed, lithographed, engraved or otherwise produced in such manner as the
officers executing the same may determine, as evidenced by their execution of
such Securities.  Such Securities and the
coupons, if any, to be attached thereto may have such letters, numbers or other
marks of identification or designation and such legends or endorsements
printed, lithographed, engraved or otherwise produced thereon as the Company
may deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
stock exchange on which the Securities may be listed, or to conform to usage.


 


Each
Security and coupon shall be executed on behalf of the Company by its Chairman
of the Board of Directors or its Vice Chairman of the Board of Directors or its
President or any Executive Vice President or any Vice President and by its
Treasurer or any Assistant Treasurer or 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 officers.  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.


 


Each
Security and coupon bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Security, or the
Security to which such coupon appertains. 
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 and, in the case of Coupon Securities, having attached thereto
appropriate coupons, to the Trustee for authentication, together with a Company
Order for the authentication and delivery of such Securities and the Trustee in
accordance with such Company Order shall authenticate and deliver such
Securities.  If the form or terms of the
Securities or coupons of the series have been established in or pursuant to one
or more Board Resolutions as permitted by this Section and Section 2.01,
in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be given, and (subject to Section 7.01) shall be fully
protected in relying upon, an Officers’ Certificate pursuant to Section 16.04
and an Opinion of Counsel stating:


 


11

















 


(a)                                  if the form of such Securities or coupons has been established by or
pursuant to Board Resolution as permitted by Section 2.01, that such form has
been established in conformity with the provisions of this Indenture;


 


(b)                                 if the terms of such Securities have been established by or pursuant to
Board Resolution as permitted by Section 2.01, that such terms have been
established in conformity with the provisions of this Indenture; and


 


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


 


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


 


Every
Security shall be dated the date of its authentication.


 


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


 


Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 2.09,
for all purposes of this Indenture such Security shall be deemed never to have
been authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.


 


Section 2.04.                         Denominations; Record Date.  The Securities shall be issuable as
Registered Securities or Unregistered Securities in such denominations as may
be specified as contemplated in Section 2.01.  In the absence of any such specification with
respect to any series, such Securities shall be issuable as Registered
Securities in the denominations contemplated by Section 2.01.


 


The
term “record date” as used with respect to an Interest Payment Date (except a
date for payment of defaulted interest) shall mean such day or days as shall be
specified in the terms of the Registered Securities of any particular series as
contemplated by Section 2.01; provided, however, that in the absence of
any such provisions with respect to any series, such term shall mean (a) the
last day of the calendar month next preceding such Interest Payment Date if
such Interest Payment Date is the fifteenth day of a calendar month; or (b) the
fifteenth day of a calendar month next preceding such Interest Payment Date if
such Interest Payment Date is the 


 


12

















 


first
day of the calendar month; provided, further, that if the day which would be
the record date as provided herein shall be a day on which banking institutions
in the City of Chicago or the City of New York are authorized by law or
required by executive order to close, then it shall mean the next preceding day
which shall not be a day on which such institutions are so authorized or
required to close.


 


The
person in whose name any Registered Security is registered at the close of
business on the Regular Record Date with respect to an Interest Payment Date
shall be entitled to receive the interest payable and Additional Amounts, if
any, payable on such Interest Payment Date notwithstanding the cancellation of
such Registered Security upon any transfer or exchange thereof subsequent to
such Regular Record Date and prior to such Interest Payment Date; provided,
however, that if and to the extent the Company shall default in the payment of
the interest and Additional Amounts, if any, due on such Interest Payment Date,
such defaulted interest and Additional Amounts, if any, shall cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
persons in whose names Outstanding Registered Securities are registered at the
close of business on a subsequent record date established by notice given by
mail by or on behalf of the Company to the Holders of Securities of the series
in default not less than fifteen days preceding such subsequent record date,
such record date to be not less than five days preceding the date of payment of
such defaulted interest, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such
Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee.


 


Section 2.05.                         Exchange and Registration of Transfer of Securities.  Registered Securities of any
series may be exchanged for a like aggregate principal amount of Registered
Securities of other authorized denominations of such series.  Registered Securities to be exchanged shall
be surrendered at the office or agency to be designated and maintained by the
Company for such purpose in the City of Chicago or the Borough of Manhattan,
The City of New York, in accordance with the provisions of Section 4.02,
and the Company shall execute and register and the Trustee shall authenticate
and deliver in exchange therefor the Registered Security or Registered
Securities which the Holder making the exchange shall be entitled to receive.


 


If
the Securities of any series are issued in both registered and unregistered
form, except as otherwise specified pursuant to Section 2.01, at the
option of the Holder thereof, Unregistered Securities of any series may be
exchanged for Registered Securities of such series of any authorized
denominations and of a like aggregate principal amount, upon surrender of such
Unregistered Securities to be exchanged at the agency of the Company that shall
be maintained for such purpose in accordance with Section 4.02, with, in
the case of Unregistered Securities that are Coupon Securities, all unmatured
coupons and all matured coupons in default thereto appertaining.  At the option of the Holder thereof, if
Unregistered Securities of any series are issued in more than one authorized
denomination, except as otherwise specified pursuant to Section 2.01, such
Unregistered Securities may be exchanged for Unregistered Securities of such
series of other authorized denominations and of a like aggregate principal
amount, upon surrender of such Unregistered Securities to be exchanged at the
agency of the Company that shall be maintained for such purpose in accordance
with Section 4.02 or as specified pursuant to 


 


13

















 


Section 2.01,
with, in the case of Unregistered Securities that are Coupon Securities, all
unmatured coupons and all matured coupons in default thereto appertaining.  Unless otherwise specified pursuant to Section 2.01,
Registered Securities of any series may not be exchanged for Unregistered
Securities of such series.  Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.


 


The
Company (or its designated agent (the “Security Registrar”)) shall keep, at
such office or agency, a Security Register (the “Security
Register”) in which, subject to such reasonable regulations as it
may prescribe, the Company shall register Securities and shall register the
transfer of Registered Securities as in this Article Two provided.  The Security Register shall be in written
form or in any other form capable of being converted into written form within a
reasonable time.  At all reasonable times
the Security Register shall be open for inspection by the Trustee.  Upon due presentment for registration of transfer
of any Registered Security of a particular series at such office or agency, the
Company shall execute and the Company or the Security Registrar shall register
and the Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Registered Security or Registered Securities of such series
for an equal aggregate principal amount and stated maturity.


 


Unregistered
Securities (except for any temporary bearer Securities) and coupons shall be
transferable by delivery.


 


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


 


Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 2.01,
any permanent global Security shall be exchangeable only as provided in this
paragraph.  If the beneficial owners of
interests in a permanent global Security are entitled to exchange such
interests for Securities of such series and of like tenor and principal amount
of another authorized form and denomination, as specified and as subject to the
conditions contemplated by Section 2.01, then without unnecessary delay
but in any event not later than the earliest date on which such interests may
be so exchanged, the Company shall deliver to the Trustee definitive Securities
of that series in aggregate principal amount equal to the principal amount of
such permanent global Security, executed by the Company.  On or after the earliest date on which such
interests may be so exchanged, such permanent global Securities shall be
surrendered from time to time by the Common Depositary or the U.S.  Depositary, as the case may be, and in
accordance with instructions given to the Trustee and the Common Depositary or
the U.S.  Depositary, as the case may be,
as shall be specified in the Company Order with respect thereto to the Trustee,
as the Company’s agent for such purpose, to be exchanged, in whole or in part,
for definitive Securities of the same series without charge.  The Trustee shall authenticate and make
available for delivery, in exchange for each portion of such surrendered
permanent global Security, a like aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such permanent global Security to be exchanged which shall be in
the form of the Securities of such series; provided, however, that 


 


14

















 


no
such exchanges may occur during a period beginning at the opening of business
fifteen days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Article III and
ending at the close of business on the day of such mailing.  Promptly following any such exchange in part,
such permanent global Security shall be returned by the Trustee to the Common
Depositary or the U.S.  Depositary, as
the case may be, or such other Common Depositary or U.S.  Depositary referred to above in accordance
with the instructions of the Company referred to above.  If a Security in the form specified for such
series is issued in exchange for any portion of a permanent global Security
after the close of business at the office or agency where such exchange occurs
on any Regular Record Date and before the opening of business at such office or
agency on the relevant Interest Payment Date, such interest will not be payable
on such Interest Payment Date in respect of such Security in the form specified
for such series, but will be payable on such Interest Payment Date only to the
Person to whom interest in respect of such portion of such permanent global
Security is payable in accordance with the provisions of this Indenture.


 


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


 


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


 


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


 


Notwithstanding
anything herein or in the terms of any series of Securities to the contrary,
neither the Company nor the Trustee (which shall conclusively rely on an
Officers’ Certificate and an Opinion of Counsel provided to it as conclusive
evidence of any such tax determination) shall be required to exchange any
Unregistered Security for a Registered Security or vice versa if such exchange
would result in adverse Federal income tax consequences to the Company
(including the inability of the Company to deduct from its income, as computed
for Federal income tax purposes, the interest payable on any Securities) under
then applicable United States Federal income tax laws.


 


Section 2.06.                         Temporary Securities.  Pending the preparation of definitive
Securities of any series, the Company may execute and upon Company Order the
Trustee shall authenticate and deliver temporary Securities of such series
(printed, lithographed, typewritten or otherwise produced).  Temporary Securities of any series shall be
issuable in any authorized denominations, and in the substantial form approved
from time to time by or pursuant to a Board Resolution but with such omissions,
insertions, substitutions and variations as may be appropriate for temporary
Securities, all as may be determined by the officers executing such temporary
Securities, such determination to be evidenced by such execution.  Every temporary 


 


15

















 


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.  Except in the case of temporary Securities in
global form (which, except as otherwise provided pursuant to Section 2.01,
shall be exchanged in accordance with the provisions of Section 2.05),
without unnecessary delay the Company shall execute and shall furnish
definitive Securities of such series evidenced by the temporary Securities and
thereupon any or all temporary Registered Securities of such series may be
surrendered in exchange therefor without charge at the office or agency to be
designated and maintained by the Company for such purpose in the City of
Chicago or the Borough of Manhattan, The City of New York, in accordance with
the provisions of Section 4.02 and in the case of Unregistered Securities
at any agency maintained by the Company for such purpose as specified pursuant
to Section 2.01, and the Trustee shall authenticate and deliver in exchange
for such temporary Securities an equal aggregate principal amount of definitive
Securities of the same series and stated maturity of authorized denominations
and in the case of such Securities that are Coupon Securities, having attached
thereto the appropriate coupons.  Until
so exchanged the temporary Securities of any series shall be entitled to the
same benefits under this Indenture as definitive Securities of such
series.  The provisions of this Section 2.06
are subject to any restrictions or limitations on the issue and delivery of
temporary Unregistered Securities of any series that may be established
pursuant to Section 2.01.


 


If
temporary Securities of any series are issued in global form, any such
temporary global Security shall, unless otherwise provided therein pursuant to Section 2.01,
be delivered to the office of a depositary or common depositary (the “Common
Depositary”) for credit to the respective accounts of the beneficial owners of
such Securities (or to such other accounts as they may direct).


 


Section 2.07.                         Mutilated, Destroyed, Lost or Stolen Securities.  In case any temporary or
definitive Security of any series or, in the case of a Coupon Security, any
coupon appertaining thereto, shall become mutilated or be destroyed, lost or stolen,
the Company in the case of a mutilated Security or coupon shall, and in the
case of a lost, stolen or destroyed Security or coupon may, in its discretion,
execute, and upon Company Order the Trustee shall authenticate and deliver, a
new Security of the same series and stated maturity as the mutilated,
destroyed, lost or stolen Security or, in the case of a Coupon Security, a new
Coupon Security of the same series as the mutilated, destroyed, lost or stolen
Coupon Security or, in the case of a coupon, a new Coupon Security of the same
series as the Coupon Security to which such mutilated, destroyed, lost or
stolen coupon appertains, bearing a number not contemporaneously outstanding,
in exchange and substitution for the mutilated Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen or in exchange for
the Coupon Security to which such mutilated, destroyed, lost or stolen coupon
appertains, with all appurtenant coupons not destroyed, lost or stolen.  In every case the applicant for a substituted
Security or coupon shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also furnish
to the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Security or coupon, as the case may be, and
of the ownership thereof.  The Trustee
may authenticate any such substituted Security and deliver the same upon the
written request or authorization of any officer of the Company.  Upon the issuance of any substituted Security
or coupon, the Company may require the payment of a sum 


 


16

















 


sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses connected
therewith and in addition a further sum not exceeding ten dollars for each
Security so issued in substitution.  In
case any Security or coupon which has matured or is about to mature 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 or
coupon) if the applicant for such payment shall furnish the Company and the
Trustee with such security or indemnity as they may require to save each of
them harmless and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company of the destruction, loss or theft of such Security
or coupon and of the ownership thereof.


 


Every
substituted Security with, in the case of any such Security that is a Coupon
Security, its coupons, issued pursuant to the provisions of this Section by
virtue of the fact that any Security or coupon is destroyed, lost or stolen
shall, with respect to such Security or coupon, 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, and the coupons appertaining thereto, duly issued hereunder.


 


All
Securities and any coupons appertaining thereto 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 appertaining thereto and shall, to the extent permitted
by law, preclude 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 2.08.                         Securities in Global Form.  If Securities of a series are issuable in
global form, as specified as contemplated by Section 2.01, then,
notwithstanding the provisions of Section 2.01, any such Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. 
Any endorsement of a Security in global form to reflect the amount, or
any increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such Person as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 2.03 or Section 2.06.  Subject to the provisions of Section 2.03
and, if applicable, Section 2.06, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person specified therein or in the applicable Company Order.


 


The
provisions of Section 2.09 shall apply to any Security represented by a
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not be accompanied by an Opinion
of Counsel) with regard to the reduction in the principal amount of Securities
represented thereby.


 


17

















 


Notwithstanding
the provisions of Section 2.04, unless otherwise specified as contemplated
by Section 2.01, payment of principal of and any premium and interest on
any Security in permanent global form shall be made to the Person specified
therein.


 


Notwithstanding
the provisions of Section 8.03 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the
Trustee shall treat a Person as the Holder of such principal amount of
Outstanding Securities represented by a permanent global Security as shall be
specified in a written statement of the Holder of such permanent global Security.


 


Section 2.09.                         Cancellation.  All Securities surrendered for payment,
redemption, exchange, registration of transfer or for credit against any
sinking fund payment, and all coupons surrendered for payment, as the case may
be, shall, if surrendered to the Company or any agent of the Company or of the
Trustee, be delivered to the Trustee and promptly cancelled by it or, if
surrendered to the Trustee, be cancelled by it, and no Securities or coupons
shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture.  The
Trustee shall dispose of cancelled Securities and coupons in its customary
manner and, upon written request, deliver a certificate of such disposal to the
Company or, if requested to do so by the Company, shall return such cancelled
Securities and coupons to the Company.


 


Section 2.10.                         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 2.11. CUSIP Numbers.  The Company in issuing the Securities may use
“CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.  The Company will promptly notify the Trustee
in writing of any change in the “CUSIP” numbers.


 


ARTICLE THREE


REDEMPTION
OF SECURITIES


 


Section 3.01.                         Redemption of Securities; Applicability of Article.  Redemption of Securities of any
series as permitted or required by the terms thereof shall be made in
accordance with such terms and this Article; provided, however, that if any
provision of any series of Securities shall conflict with any provision of this
Article, the provision of such series of Securities shall govern.


 


Notice
date for a redemption of Securities shall mean the date on which notice of such
redemption is given in accordance with the provisions of Section 3.02
hereof.


 


Section 3.02.                         Notice of Redemption; Selection of Securities.  In case the Company shall desire
to exercise the right to redeem all, or, as the case may be, any part of a series
of Securities pursuant to the terms and provisions applicable to such series,
it shall fix a


 


18

















 


date for redemption and shall mail a notice of such
redemption at least thirty and not more than ninety days prior to the date
fixed for redemption to the Holders of the Securities and, in the case of
Securities in global form, to the Common Depositary or the U.S.  Depositary, as the case may be, of such
series which are Registered Securities to be redeemed as a whole or in part at
their last addresses as the same appear on the Security Register.  Such mailing shall be by prepaid first class
mail.  Any notice which is mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the Holder shall have received such notice.  In any case, failure to give notice by mail,
or any defect in the notice to the Holder of any Security of a 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.


 


Notice
of redemption to the Holders of Unregistered Securities to be redeemed as a
whole or in part, who have filed their names and addresses with the Trustee as
described in Section 5.04, shall be given by mailing notice of such
redemption, by first class mail, postage prepaid, at least thirty days and not
more than ninety days prior to the date fixed for redemption, to such Holders
at such addresses as were so furnished to the Trustee (and, in the case of any
such notice given by the Company, the Trustee shall make such information
available to the Company for such purpose). 
Notice of redemption to any other Holder of an Unregistered Security of
such series shall be published in an Authorized Newspaper in the Borough of
Manhattan, The City of New York, once in each of two successive calendar weeks,
the first publication to be not less than thirty nor more than ninety days
prior to the date fixed for redemption. 
Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder shall
have received such notice.  In any case,
failure to give notice by mail, or any defect in the notice to the Holder of
any Security of a 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.


 


Each
such notice of redemption shall specify the date fixed for redemption, the
redemption price at which such Securities are to be redeemed, the Place of
Payment, that payment will be made upon presentation and surrender of such
Securities and, in the case of Coupon Securities, of all coupons appertaining
thereto maturing after the date fixed for redemption, that interest and
Additional Amounts, if any, accrued to the date fixed for redemption will be
paid as specified in said notice and that on and after said date interest, if
any, thereon or on the portions thereof to be redeemed will cease to
accrue.  If less than all of the
Securities of a series are to be redeemed, any notice of redemption published
in an Authorized Newspaper shall specify the numbers of the Securities to be
redeemed.  In case any Security is to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that, upon surrender of
such Security, a new Security or Securities in principal amount equal to the
unredeemed portion thereof will be issued of the same series.


 


Prior
to the redemption date specified in the notice of redemption given as provided
in this Section, the Company will deposit in trust with the Trustee or with one
or more paying agents (or, if the Company is acting as its own paying agent,
segregate and hold in trust as provided in Section 4.03) an amount of
money sufficient to redeem on the redemption date all the Securities or
portions of Securities so called for redemption at the appropriate redemption
price, together with accrued interest, if any, to the date fixed for
redemption.  The Company will


 


19

















 


give
the Trustee notice of each redemption at least forty-five days prior to the
date fixed for redemption (unless a shorter notice is acceptable to the
Trustee) as to the aggregate principal amount of Securities to be redeemed.


 


If
less than all of the Securities of a series are to be redeemed, the Trustee
shall select, pro rata or by lot or in such other manner as it shall deem
appropriate, the numbers of the Securities to be redeemed in whole or in part;
provided that in case the Securities of such series have different terms and
maturities, the Securities to be redeemed shall be selected by the Trustee by a
method the Trustee deems appropriate.


 


Section 3.03.                         Payment of Securities Called for Redemption.  If notice of redemption has been
given as above provided, the Securities or portions of Securities with respect
to which such notice has been given shall become due and payable on the date
and at the Place of Payment stated in such notice at the applicable redemption
price, together with interest, if any (and Additional Amounts, if any), accrued
to the date fixed for redemption, and on and after said date (unless the
Company shall default in the payment of such Securities at the redemption
price, together with interest, if any, and Additional Amounts, if any, accrued
to said date) interest on the Securities or portions of Securities so called
for redemption shall cease to accrue.  On
presentation and surrender of such Securities subject to redemption at said
Place of Payment in said notice specified, the said Securities or the specified
portions thereof shall be paid and redeemed by the Company at the applicable
redemption price, together with interest, if any, and Additional Amounts, if
any, accrued thereon to the date fixed for redemption.  Interest, if any (and Additional Amounts, if
any), maturing on or prior to the date fixed for redemption shall continue to
be payable (but without interest thereon unless the Company shall default in
payment thereof) in the case of Coupon Securities to the bearers of the coupons
for such interest upon surrender thereof, and in the case of Registered
Securities to the Holders thereof registered as such on the Security Register
on the relevant record date subject to the terms and provisions of Section 2.04.  At the option of the Company payment may be
made by check, wire transfer or other electronic means to (or to the order of)
the Holders of the Securities or other persons entitled thereto against
presentation and surrender of such Securities.


 


If
any Coupon Security surrendered for redemption shall not be accompanied by all
appurtenant coupons maturing after the date fixed for redemption, the surrender
of such missing coupon or coupons may be waived by the Company and the Trustee,
if there be furnished to each of them such security or indemnity as they may
require to save each of them harmless.


 


Upon
presentation of any Security redeemed in part only (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), the Company shall execute
and the Trustee shall authenticate and deliver to the Holder thereof, at the
expense of the Company, a new Security or Securities of the same series and
stated maturity, of authorized denominations, in aggregate principal amount
equal to the unredeemed portion of the Security so presented.


 


20






 












 


ARTICLE
FOUR


PARTICULAR
COVENANTS OF THE COMPANY


 


Section
4.01.                         Payment of Principal, Premium, Interest and Additional Amounts.  The Company will duly and
punctually pay or cause to be paid the principal of (and premium, if any),
interest, if any, and Additional Amounts, if any, on each of the Securities at
the place, at the respective times and in the manner provided in the terms of
the Securities and in this Indenture. 
The interest on Coupon Securities (together with any Additional Amounts)
shall be payable only upon presentation and surrender of the several coupons
for such interest installments as are evidenced thereby as they severally
mature.  The interest, if any, on any
temporary bearer Securities (together with any Additional Amounts) shall be paid,
as to the installments of interest evidenced by coupons attached thereto, if
any, only upon presentation and surrender thereof, and, as to the other
installments of interest, if any, only upon presentation of such Securities for
notation thereon of the payment of such interest.  The interest on Registered Securities
(together with any Additional Amounts) shall be payable only to or upon the
written order of the Holders thereof and at the option of the Company may be
paid by wire transfer, other electronic means or mailing checks for such
interest payable to or upon the order of such Holders at their last addresses
as they appear on the Security Register for such Securities.


 


Section
4.02.                         Offices for Notices and Payments, etc.  As long as any of the Securities of a series
remain outstanding, the Company will designate and maintain, in the City of
Chicago and the Borough of Manhattan, The City of New York, an office or agency
where the Registered Securities of such series may be presented for
registration of transfer and for exchange as in this Indenture provided, an
office or agency where notices and demands to or upon the Company in respect of
the Securities of such series or of this Indenture may be served, and an office
or agency where the Securities of such series may be presented for
payment.  The Company will give to the
Trustee notice of the location of each such office or agency and of any change
in the location thereof.  In case the
Company shall fail to maintain any such office or agency in the City of Chicago
and the Borough of Manhattan, The City of New York, or shall fail to give such
notice of the location or of any change in the location thereof, presentations
may be made and notices and demands may be served at the corporate trust office
of the Trustee in the City of Chicago and the Company hereby appoints the
Trustee as its agent to receive all such presentations, notices and demands.


 


If Unregistered Securities of any series are Outstanding, the Company
will maintain or cause the Trustee to maintain one or more agencies in a city
or cities located outside the United States (including any city in which such
an agency is required to be maintained under the rules of any stock exchange on
which the Securities of such series are listed) where such Unregistered
Securities, and coupons, if any, appertaining thereto may be presented for
payment.  Except as provided pursuant to
Section 2.01, no payment on any Unregistered Security or coupon will be made
upon presentation of such Unregistered Security or coupon at an agency of the
Company within the United States nor will any payment be made by transfer to an
account in, or by mail to an address in, the United States.  Notwithstanding the foregoing, payments in
U.S.  Dollars with respect to
Unregistered Securities of any series and coupons appertaining thereto which
are payable in U.S.  Dollars may be made
at an agency of the Company maintained in the City of Chicago and the Borough
of Manhattan, The City of New York if the full amount of such payment in U.S.  Dollars at each agency maintained by the
Company outside 


 


21

















 


the
United States for payment on such Unregistered Securities is illegal or
effectively precluded by exchange controls or other similar restrictions.


 


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


 


The Company hereby initially designates the Corporate Trust Office of
the Trustee as the Security Registrar and as the office or agency of the
Company, where the Securities may be presented for payment and, in the case of
Registered Securities, for registration of transfer and for exchange as in this
Indenture provided and where notices and demands to or upon the Company in
respect of the Securities of any series or of this Indenture may be served.


 


Section
4.03.                         Provisions as to Paying Agent.  (a) 
Whenever the Company shall appoint a paying agent other than the Trustee
with respect to the Securities of any series, it will cause such paying agent
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,


 


(1)                                  that it will comply with the provisions of the Trust Indenture Act
applicable to it as a paying agent,


 


(2)                                  that it will hold sums held by it as such agent for the payment of the
principal of (and premium, if any) , interest, if any, or Additional Amounts,
if any, on the Securities of such series in trust for the benefit of the Holders
of the Securities of such series, or coupons appertaining thereto, as the case
may be, entitled thereto and will notify the Trustee of the receipt of sums to
be so held,


 


(3)                                  that it will give the Trustee notice of any failure by the Company (or by
any other obligor on the Securities of such series) to make any payment of the
principal of (or premium, if any), interest, if any, or Additional Amounts, if
any, on the Securities of such series when the same shall be due and payable,
and


 


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


 


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


 


22

















 


(c)                                  Whenever the Company shall have one or more paying agents for any series
of Securities, it will, prior to each due date of the principal of (and
premium, if any) , interest, if any, or Additional Amounts, if any, on any
Securities of that series, deposit with a paying agent a sum sufficient to pay
such principal (and premium, if any), or interest, if any, or Additional
Amounts, if any, so becoming due, such sum to be held in trust for the benefit
of the Holders of the Securities of such series entitled to such principal,
premium or interest, and (unless such paying agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.


 


(d)                                 Anything in this Section to the contrary notwithstanding, the Company
may, at any time, for the purpose of obtaining a satisfaction and discharge
with respect to one or more or all series of this Indenture, or for any other
reason, pay or cause to be paid to the Trustee all sums held in trust by it or
any paying agent hereunder as required by this Section, such sums to be held by
the Trustee upon the trusts herein contained.


 


(e)                                  Anything in this Section to the contrary notwithstanding, the agreement
to hold sums in trust as provided in this Section is subject to the provisions
of Sections 12.02 and 12.03.


 


Section
4.04.                         Statement by Officers as to Default.  The Company will deliver to the Trustee, on
or before a date not more than four months after the end of each fiscal year of
the Company ending after the date hereof, an Officers’ Certificate, stating
whether or not to the best knowledge of the signers thereof the Company is in
default in the performance or observance of any of the terms, provisions and
conditions of this Indenture to be performed or observed by it and, if the
Company shall be in default, specifying all such defaults and the nature
thereof of which they may have knowledge.


 


ARTICLE
FIVE


SECURITYHOLDER
LISTS AND REPORTS BY THE


COMPANY AND
THE TRUSTEE


 


Section
5.01.                         Securityholder Lists.  The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee with respect to the Securities
of each series:


 


(a)                                  semi-annually, not later than each Interest Payment Date (in the case of
any series having semi-annual Interest Payment Dates) or not later than the
dates determined pursuant to Section 2.01 (in the case of any series not having
semi-annual Interest Payment Dates) a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of Securities of
such series as of the Regular Record Date (or as of such other date as may be
determined pursuant to Section 2.01 for such series) therefor, provided that
the Company shall not be obligated to furnish or cause to furnish such list at
any time that the list shall not differ in any respect from the most recent
list furnished to the Trustee by the Company, and


 


(b)                                 at such other times as the Trustee may request in writing, within thirty
days after receipt by the Company of any such request, a list in such form as
the Trustee may reasonably require of the names and addresses of the Holders of
Securities of the particular series specified by the Trustee as of a date not
more than fifteen days prior to the time such information is furnished;
provided, however, that if and so long as the Trustee shall be the Security
Registrar 


 


23

















 


any such list shall exclude
names and addresses received by the Trustee in its capacity as Security
Registrar, and if and so long as all of the Securities of any series are
Registered Securities, such list shall not be required to be furnished.


 


Section
5.02.                         Preservation and Disclosure of Lists.  (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
each series of Securities contained in the most recent list furnished to it as
provided in Section 5.01 or received by the Trustee in its capacity as Security
Registrar.  The Trustee may destroy any
list furnished to it as provided in Section 5.01 upon receipt of a new list so
furnished.


 


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


 


(1)                                  afford to such applicants access to the information preserved at the time
by the Trustee in accordance with the provisions of subsection (a) of this
Section, or


 


(2)                                  inform such applicants as to the approximate number of Holders of
Securities of such series or all Securities, as the case may be, whose names
and addresses appear in the information preserved at the time by the Trustee,
in accordance with the provisions of subsection (a) of this Section, and as to
the approximate cost of mailing to such Securityholders 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 such series or all Securities, as the case
may be, whose name and address appear in the information preserved at the time
by the Trustee in accordance with the provisions of subsection (a) of this
Section a copy of the form of proxy or other communication which is specified
in such request, with reasonable promptness after a tender to the Trustee of
the material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the Securities and Exchange
Commission (the “Commission”), together with a copy of the material to be
mailed, a written statement to the effect that, in the opinion of the Trustee,
such mailing would be contrary to the best interests of the Holders of
Securities of such series or all Securities, as the case may be, or would be in
violation of applicable law.  Such
written statement shall specify the basis of such opinion.  If said 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, said Commission
shall find, after notice and opportunity for hearing, that all the objections
so 


 


24

















 


sustained
have been met, and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holder 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)                                  Each and every Holder of Securities, 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 of the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of Securities in accordance with the provisions of
subsection (b) of this Section, 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 said subsection
(b).


 


Section
5.03.                         Reports by the Company.  The Company covenants:


 


(a)                                  to file with the Trustee within thirty days after the Company files 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 said Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with said Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of such
sections, then to file with the Trustee and said Commission, in accordance with
rules and regulations prescribed from time to time by said Commission, such of
the supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;


 


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


 


(c)                                  to transmit by mail to all the Holders of Securities of each series, as
the names and addresses of such Holders appear on the Security Register, within
thirty days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company with
respect to each such series pursuant to subsections (a) and (b) of this Section
as may be required by rules and regulations prescribed from time to time by the
Commission; and


 


(d)                                 If Unregistered Securities of any series are Outstanding, to file with
the listing agent of the Company with respect to such series such documents and
reports of the Company as may be required from time to time by the rules and
regulations of any stock exchange on which such Unregistered Securities are
listed.


 


25

















 


Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).


 


Section
5.04.                         Reports by the Trustee.  (a) 
The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant
thereto.  If required by Section 313(a)
of the Trust Indenture Act, the Trustee shall, within sixty days after each May
15th following the date of the initial issuance of Securities under this
Indenture deliver to Holders a brief report, dated as of such May 15th, which
complies with the provisions of such Section 313(a).


 


(b)                                 A copy of each such report shall, at the time of such transmission to
Holders of Securities of a particular series, be filed by the Trustee with each
stock exchange upon which the Securities of such series are listed with the
Commission and with the Company.  The
Company agrees to notify the Trustee when and as the Securities of any series
become listed or delisted on any stock exchange.


 


ARTICLE SIX


REMEDIES ON
DEFAULT


 


Section
6.01.                         Events of Default.  In case one or more of the following Events
of Default with respect to a particular series of Securities shall have
occurred and be continuing:


 


(a)                                  default in the payment of the principal of (or premium, if any, on) any
of the Securities of such series as and when the same shall become due and
payable either at maturity, upon redemption, by declaration or otherwise; or


 


(b)                                 default in the payment of any installment of interest, if any, or in the
payment of any Additional Amount upon any of the Securities of such series as
and when the same shall become due and payable, and continuance of such default
for a period of thirty days; or


 


(c)                                  failure on the part of the Company duly to observe or perform any other
of the covenants or agreements on the part of the Company in this Indenture
applicable to Securities of such series for a period of ninety days after the
date on which written notice of such failure, specifying such failure and
requiring the Company to remedy the same and stating that such notice is a “Notice
of Default” hereunder, shall have been given to the Company by the Trustee, or
to the Company and the Trustee by the Holders of at least twenty-five percent
in aggregate principal amount of the Securities of such series at the time
Outstanding; or


 


(d)                                 a court having jurisdiction in the premises shall enter a decree or order
for relief in respect of the Company in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Company 


 


26

















 


or for
any substantial part of its property, or ordering the winding-up or liquidation
of its affairs and such decree or order shall remain unstayed and in effect for
a period of ninety days; or


 


(e)                                  the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
shall consent to the entry of an order for relief in an involuntary case under
any such law, or shall consent to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar
official) of the Company or for any substantial part of its property, or shall
make any general assignment for the benefit of creditors; or


 


(f)                                    any other Event of Default provided with respect to Securities of such
series;


 


then
in each and every such case, unless the principal amount of all the Securities
of such series shall have already become due and payable, either the Trustee or
the Holders of not less than twenty-five percent 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 Holders of such Securities) may declare
the principal amount of and accrued and unpaid interest, if any, on all the
Securities (or, with respect to Original Issue Discount Securities, such lesser
amount as may be specified in the terms of such Securities) of such series to
be due and payable immediately, and upon any such declaration such principal
amount (or specified amount) shall become and shall be immediately due and
payable, any provision of this Indenture or the Securities of such series
contained to the contrary notwithstanding. 
The foregoing provisions, however, are subject to the conditions that
if, at any time after the principal and accrued and unpaid interest, if any, of
the Securities of any 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, if any, and all Additional Amounts, if any, due upon all the
Securities of such series and the principal of (and premium, if any, on) all
Securities of such series (or, with respect to Original Issue Discount
Securities, such lesser amount as may be specified in the terms of such
Securities), which shall have become due otherwise than by acceleration (with
interest, if any, upon such principal and premium, if any, and, to the extent
that payment of such interest is enforceable under applicable law, on overdue
installments of interest and Additional Amounts, if any, at the same rate as
the rate of interest specified in the Securities of such series, as the case
may be (or, with respect to Original Issue Discount Securities at the rate
specified in the terms of such Securities for interest on overdue principal
thereof upon maturity, redemption or acceleration of such series, as the case
may be), to the date of such payment or deposit), and such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or willful
misconduct, and any and all Events of Default under the Indenture with respect
to such series, other than the nonpayment of principal on Securities of that
series that shall not have become due by their terms, shall have been remedied
or waived, then and in every such case the Holders of a majority in aggregate
principal amount of the Securities of such series then Outstanding, by written
notice to the Company and to the Trustee, may rescind and annul such 


 


27

















 


declaration
and its consequences; provided no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or shall impair any right
consequent thereon.


 


In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission and annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company, the Trustee and the Holders of Securities, as the case may be, shall
be restored respectively to their former positions and rights hereunder, and
all rights, remedies and powers of the Company, the Trustee and the Holders of
Securities, as the case may be, shall continue as though no such proceedings
had been taken.


 


Section
6.02.                         Payment of Securities on Default; Suit Therefor.  The Company covenants that (1)
in case default shall be made in the payment of any installment of interest, if
any, on any of the Securities of any series or any Additional Amounts in
payable respect of any of the Securities of any series, as and when the same
shall become due and payable, and such default shall have continued for a
period of thirty days, or (2) in case default shall be made in the payment of
the principal of (or premium, if any, on) any of the Securities of any series,
as and when the same shall have become due and payable, whether upon maturity
of such series or upon redemption or upon declaration or otherwise, then upon
demand of the Trustee, the Company will pay to the Trustee, for the benefit of
the Holders of the Securities of such series, and the coupons, if any,
appertaining to such Securities, the whole amount that then shall have become due
and payable on all such Securities of such series and such coupons, for
principal (and premium, if any) or interest, if any, or Additional Amounts, if
any, as the case may be, with interest upon the overdue principal (and premium,
if any) and (to the extent that payment of such interest is enforceable under
applicable law) upon overdue installments of interest, if any, and Additional
Amounts, if any, at the same rate as the rate of interest specified in the
Securities of such series (or, with respect to Original Issue Discount
Securities, at the rate specified in the terms of such Securities for interest
on overdue principal thereof upon maturity, redemption or acceleration); and,
in addition thereto, such further amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all other
reasonable expenses and liabilities incurred, and all advances made, by the
Trustee except as a result of its negligence or willful misconduct.


 


In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any
such judgment or final decree against the Company or other obligor upon such
Securities and collect in the manner provided by law out of the property of the
Company or other obligor upon such Securities wherever situated the moneys
adjudged or decreed to be payable.


 


In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor upon Securities of any
series under Title 11 of the United States Code or any other applicable law, or
in case a receiver or trustee shall have been appointed for the property of the
Company or such other obligor, or in the case of any other judicial proceedings
relative to the Company or such other obligor, or to the creditors or property
of the Company or such other obligor, the Trustee, irrespective of whether the
principal of the 


 


28

















 


Securities
of such 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 pursuant to the provisions of this Section, shall be entitled
and empowered, by intervention in such proceedings or otherwise to the extent
permitted by the court, to file and prove a claim or claims for the whole
amount of principal (or, with respect to Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of that
series), and premium, if any, interest, if any, and Additional Amounts, if any,
owing and unpaid in respect of the Securities of such 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 reasonable compensation to the
Trustee, its agents, attorneys and counsel, and for reimbursement of all
reasonable expenses and liabilities incurred, and all advances made, by the
Trustee except as a result of its negligence or willful misconduct) and of the
Holders of the Securities and coupons of such series allowed in any such
judicial proceedings relative to the Company or other obligor upon the
Securities of such series, or to the creditors or property of the Company or
such other obligor, and to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute all amounts
received with respect to the claims of the Securityholders of such series and
of the Trustee on their behalf; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the Holders of the
Securities and coupons of such series to make payments to the Trustee and, in
the event that the Trustee shall consent to the making of payments directly to
the Securityholders of such series, to pay to the Trustee such amount as shall
be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other reasonable expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of its
negligence or willful misconduct.


 


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


 


All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities or coupons appertaining to such Securities,
or the production thereof on any trial or other proceedings relative thereto,
and any such action or proceedings instituted by the Trustee shall be brought
in its own name and as trustee of an express trust, and any recovery of
judgment shall be for the ratable benefit of the Holders of the Securities or
coupons appertaining thereto in respect of which such judgment has been
recovered.


 


In case of an Event of Default hereunder the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
necessary to protect and enforce any of such rights, either at law or in equity
or in bankruptcy or otherwise, whether for the specific enforcement of any
covenant or agreement contained in this Indenture or in aid of the exercise of
any power granted in this Indenture, or to enforce any other legal or equitable
right vested in the Trustee by this Indenture or by law.


 


Section
6.03.                         Application of Moneys Collected by Trustee.  Any moneys collected by the
Trustee pursuant to Section 6.02 shall be applied in the order following, at
the 


 


29

















 


date or dates fixed by the
Trustee and, in case of the distribution of such moneys on account of principal
(or premium, if any) or interest, if any, upon presentation of the several
Securities and coupons in respect of which moneys have been collected, and
stamping thereon the payment, if only partially paid, and upon surrender
thereof, if fully paid:


 


FIRST:  To the payment of
reasonable costs and expenses applicable to such series of collection,
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other reasonable expenses and liabilities incurred, and all advances made,
by the Trustee except as a result of its negligence or willful misconduct;


 


SECOND:  In case the principal of
the Securities in respect of which moneys have been collected shall not have
become due, to the payment of interest, if any, and Additional Amounts, if any,
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, if any, and Additional Amounts, if any,
specified in the Securities of such series (or, with respect to Original Issue
Discount Securities, at the rate specified in the terms of such Securities for
interest on overdue principal thereof upon maturity, redemption or
acceleration), such payments to be made ratably to the persons entitled
thereto, without discrimination or preference;


 


THIRD:  In case the principal of
the Securities in respect of which moneys have been collected shall have become
due, by declaration or otherwise, to the payment of the whole amount then owing
and unpaid upon the Securities of such series for principal (and premium, if
any), interest, if any, and Additional Amounts, if any, and (to the extent that
such interest has been collected by the Trustee) upon overdue installments of
interest, if any, and Additional Amounts, if any, at the same rate as the rate
of interest specified in the Securities of such series (or, with respect to
Original Issue Discount Securities, at the rate specified in the terms of such
Securities for interest on overdue principal thereof upon maturity, redemption
or acceleration); 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 (and premium, if any), interest, if any, and
Additional Amounts, if any, without preference or priority of principal and
premium, if any, over interest, if any, and Additional Amounts, if any, or of
interest, if any, and Additional Amounts, if any, over principal and premium,
if any, or of any other Security of such series over any other Security of such
series, ratably to the aggregate of such principal and premium, if any, and
accrued and unpaid interest, if any, and Additional Amounts, if any; and


 


FOURTH:  Any remainder to the
Company or as a court of competent jurisdiction may direct.


 


Section
6.04.                         Proceedings by Securityholders.  No Holder of any Security of any series or of
any coupon appertaining thereto shall have any right by virtue or by availing
of any provision of this Indenture to institute any action or proceedings at
law or in equity or in bankruptcy or otherwise, upon or under or with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless such Holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof,
as hereinbefore provided, and unless also the Holders of not less than
twenty-five percent in aggregate principal amount of the Securities of such
series then Outstanding shall have made


 


30






 












 


written request upon the
Trustee to institute such action or proceedings in its own name as trustee
hereunder and shall have offered to the Trustee such indemnity reasonably
satisfactory as it may require against the costs, expenses and liabilities to
be incurred therein or thereby, and the Trustee for sixty days after its
receipt of such notice, request and offer of indemnity shall have failed to
institute any such action or proceedings and no direction inconsistent with
such written request shall have been given to the Trustee pursuant to Section
6.06; it being understood and intended, and being expressly covenanted by the
taker and Holder of every Security with every other taker and Holder and the
Trustee, that no one or more Holders of Securities or coupons appertaining to
such Securities shall have any right in any manner whatever by virtue of or by
availing himself of any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holder of Securities or coupons appertaining
to such Securities, or to obtain or seek to obtain priority over or preference
to any other such Holder or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of
all Holders of Securities and coupons. 
For the protection and enforcement of the provisions of this Section,
each and every Securityholder and the Trustee shall be entitled to such relief
as can be given either at law or in equity.


 


Notwithstanding any other provisions in this Indenture,
however, the right of any Holder of any Security to receive payment of the
principal of (and premium, if any) and interest, if any, and Additional
Amounts, if any, on such Security or coupon, on or after the respective due
dates expressed in such Security or coupon, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.  With respect to Original Issue Discount
Securities, principal shall mean such amount as shall be due and payable be
specified in the terms of such Securities.


 


Section
6.05.                         Remedies Cumulative and Continuing.  All powers and remedies given by this Article
Six to the Trustee or to the Holders of Securities or coupons shall, to the
extent permitted by law, be deemed cumulative and not exclusive, of any thereof
or of any other powers and remedies available to the Trustee or the Holders of
Securities or coupons, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Holder of any of
the Securities or coupons to exercise any right or power accruing upon any
Event of Default occurring and continuing as aforesaid shall impair any such
right or power or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 6.04, every
power and remedy given by this Article Six or by law to the Trustee or to the
Holders of Securities or coupons may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the Holders of
Securities or coupons, as the case may be.


 


Section
6.06.                         Direction of Proceedings.  The Holders of a majority in aggregate
principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method, and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee, with respect to the Securities of such series; provided,
however, that (subject to the provisions of Section 7.01) the Trustee shall
have the right to decline to follow any such direction if the Trustee, being
advised by counsel, determines that the action or proceedings so directed may
not lawfully be taken or if the Trustee in good faith by its board of directors
or executive committee or a trust committee of directors or 


 


31

















 


trustees and/or responsible
officers shall determine that the action or proceedings so directed would
involve the Trustee in personal liability.


 


Section
6.07.                         Notice of Defaults.  The Trustee shall, within ninety days after
the occurrence of a default with respect to the Securities of any series, give
notice of all defaults with respect to that series known to the Trustee (i) if
any Unregistered Securities of that 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, (ii) if any Unregistered Securities of that
series are then Outstanding, to all Holders thereof who have filed their names
and addresses with the Trustee as described in Section 5.04 by mailing such
notice to such Holders at such addresses and (iii) to all Holders of then
Outstanding Registered Securities of that series, 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 (the term “defaults” for the purpose of this Section
being hereby defined to be the events specified in Sections 6.01(a), (b), (c),
(d) and (e) and any additional events specified in the terms of any series of
Securities pursuant to Section 2.01, not including periods of grace, if any,
provided for therein, and irrespective of the giving of written notice
specified in Section 6.0l(c) or in the terms of any Securities established
pursuant to Section 2.01); and provided that, except in the case of default in
the payment of the principal of or interest, if any, premium or Additional
Amounts, if any, on any of 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 interests of the Holders of the Securities of such series.


 


Section
6.08.                         Undertaking to Pay Costs.  All parties to this Indenture agree, and each
Holder of any Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken 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 and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee, to any suit instituted by any
Securityholder of any series, or group of such Securityholders, holding in the
aggregate more than ten percent in aggregate principal amount of any Securities
of any series, or to any suit instituted by any Securityholders for the
enforcement of the payment of the principal of (or premium, if any), interest,
if any, or Additional Amounts, if any, on any Security on or after the due date
expressed in such Security.


 


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


 


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


 


32

















 


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


 


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


 


ARTICLE
SEVEN

CONCERNING THE TRUSTEE


 


Section
7.01.                         Duties and Responsibilities of Trustee.  The Trustee, except during the continuance of
an Event of Default of a particular 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 has occurred (which has not been cured or waived), the
Trustee shall exercise with respect to Securities of that series such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.


 


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 and after the curing or waiving of all Events of Default with
respect to such series which may have occurred:


 


(1)                                  the duties and
obligations of the Trustees with respect to such series 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 (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein);


 


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


 


33

















 


(c)                                  the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of Securities pursuant to Section 6.06 relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.


 


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


 


No provision of this Indenture shall be construed as
requiring the Trustee to expend or risk its own funds or otherwise to incur any
personal financial liability in the performance of any of its 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 indemnity
against such risk or liability is not reasonably assured to it.


 


Section
7.02.                         Reliance on Documents, Opinions, etc.  Subject to the provisions of Section 7.01:


 


(a)                                  the Trustee may conclusively rely and shall be fully protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, debenture,
note, coupon 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 an instrument signed in the name of the
Company by the Chairman of the Board of Directors or any Vice Chairman of the
Board of Directors or the President or any Executive Vice President or any Vice
President or the Treasurer and by the Secretary or any Assistant Secretary or,
if the other signatory is other than the Treasurer, any Assistant Treasurer
(unless other evidence in respect thereof be herein specifically prescribed);
and any Board Resolution may be evidenced to the Trustee by a copy thereof
certified by the Secretary or any Assistant Secretary of the Company;


 


(c)                                  the Trustee may consult with counsel of its selection and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered by it hereunder in
good faith and in accordance with such 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 Securityholders, pursuant to the provisions of this Indenture, unless
such Securityholders shall have offered to the Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses, and liabilities
which might be incurred therein or thereby;


 


(e)                                  the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon or other paper or 


 


34

















 


document,
but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney;


 


(f)                                    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 by it with due care hereunder;


 


(g)                                 the Trustee shall not be liable for any action taken 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;


 


(h)                                 in no event shall the Trustee be responsible or liable for any indirect
or consequential (including, but not limited to, loss of profit) loss or
damage, irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action;


 


(i)                                     the Trustee shall not be deemed to have notice of any default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default
is received by the Trustee at the Corporate Trust Office of the Trustee, and
such notice references the Securities and this Indenture;


 


(j)                                     the rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act
hereunder; and


 


(k)                                  the Trustee may request that the Company deliver a certificate setting
forth the names of individuals and/or titles of officers authorized at such
time to take specified actions pursuant to this Indenture.


 


Section
7.03.                         No Responsibility for Recitals, etc.  The recitals contained herein and in the
Securities, other than 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, provided that the Trustee shall not be
relieved of its duty to authenticate Securities as authorized by this Indenture.  The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.


 


Section
7.04.                         Ownership of Securities or Coupons.  The Trustee or any agent of the Company or of
the Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities or coupons with the same rights it would have if it were
not Trustee, or an agent of the Company or of the Trustee.


 


35

















 


Section
7.05.                         Moneys to Be Held in Trust.  Subject to the provisions of Section 12.04
hereof, all moneys received by the Trustee or any paying agent 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.  Neither the
Trustee nor any paying agent shall be under any liability for interest on any
moneys received by it hereunder except such as it may agree in writing with the
Company to pay thereon.  So long as no
Event of Default shall have occurred and be continuing, all interest allowed on
any such moneys shall be paid from time to time upon the written order of the
Company, signed by its Chairman of the Board of Directors or any Vice Chairman
of the Board of Directors or its President or any Executive Vice President or
any Vice President or its Treasurer or any Assistant Treasurer.


 


Section
7.06.                         Compensation and Expenses of Trustee.  The Company covenants and agrees to pay to
the Trustee from time to time, and the Trustee shall be entitled to, reasonable
compensation, and, 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,
expenses and disbursements of its counsel and of all Persons not regularly in
its employ) except any such expense, disbursement or advance as shall have been
caused by its own negligence or willful misconduct.  The Company also covenants to indemnify the
Trustee for, and to hold it harmless against, any loss, claim, damage,
liability or expense incurred without negligence or willful misconduct 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.  The obligations of the Company under this
Section to compensate the Trustee and to pay or reimburse the Trustee for
reasonable expenses, disbursements and advances shall constitute additional
indebtedness hereunder.  Such additional
indebtedness shall be secured by a lien prior to that of the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of the Holders of particular Securities or
coupons.


 


When
the Trustee incurs expenses or renders services in connection with an Event of
Default, the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law.


 


The
provisions of this Section shall survive the termination of this Indenture.


 


Section
7.07.                         Officers’ Certificate as Evidence.  Subject to the provisions of 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 or suffering any action to be taken hereunder, such matter
(unless other evidence in respect thereof be 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
willful misconduct 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.


 


36

















 


Section
7.08.                         Conflicting Interest of Trustee.


 


(a)                                  If the Trustee has or shall acquire any conflicting interest, as defined
in the Trust Indenture Act of 1939, it shall, within ninety days after
ascertaining that it has such conflicting interest, either eliminate such
conflicting interest or resign in the manner and with the effect specified in
the Trust Indenture Act of 1939.


 


(b)                                 In the event that the Trustee shall fail to comply with the provisions of
subsection (a) of this Section, the Trustee shall, within ten days after the
expiration of such ninety-day period, transmit notice of such failure to all
Securityholders of the series affected by the conflicting interest as the names
and addresses of such Holders appear on the Security Register.


 


Section
7.09.                         Eligibility of Trustee.  There shall at all times be a trustee
hereunder which shall be a corporation organized and doing business under the
laws of the United States or of any State or Territory thereof or of the
District of Columbia, which (a) is authorized under such laws to exercise
corporate trust powers, and (b) is subject to supervision or examination by
Federal, State, Territorial or District of Columbia authority and (c) shall
have at all times a combined capital and surplus of not less than fifty million
dollars.  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 at any time
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. 
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 7.10.


 


Section
7.10.                         Resignation or Removal of Trustee.  (a) 
The Trustee, or any trustee or trustees hereafter appointed, may, upon
sixty days’ written notice to the Company, at any time resign with respect to
one or more or all series by giving written notice of resignation to the
Company, and (i) if any Unregistered Securities of a series affected are then
outstanding, by giving notice of such resignation to the Holders thereof, by
publication at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York, (ii) if any Unregistered Securities of a
series affected are then outstanding, by mailing notice of such resignation to
the Holders thereof who have filed their names and addresses with the Trustee
as described in Section 5.04 at such addresses as were so furnished to the
Trustee and (iii) by mailing notice of such resignation to the Holders of then
outstanding Registered Securities of each series affected at their addresses as
they shall appear on the Security Register. 
Upon receiving such notice of resignation the Company shall promptly
appoint a successor trustee with respect to the applicable series by written
instrument, in duplicate, executed by order of the Board of Directors of the
Company, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. 
If no successor trustee shall have been so appointed and have accepted
appointment within thirty days after the mailing of such notice of resignation
to the Securityholders, the resigning Trustee may petition at the expense of
the Company any court of competent jurisdiction for the appointment of a
successor trustee, or any Securityholder who has been a bona fide Holder of a
Security or Securities of the applicable series for at least six months may,
subject to the provisions of Section 6.08, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee.  Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.


 


37

















 


(b)                                 In case at any time any of the following shall occur:


 


(1)                                  the Trustee shall fail to comply with the provisions of subsection (a) of
Section 7.08 with respect to any series of Securities after written request
therefor by the Company or by any Securityholder who has been a bona fide
Holder of a Security or Securities of such series for at least six months, or


 


(2)                                  the Trustee shall cease to be eligible in accordance with the provisions
of Section 7.09 with respect to any series of Securities and shall fail to
resign after written request therefor by the Company or by any such
Securityholder, or


 


(3)                                  the Trustee shall become incapable of acting with respect to any series
of Securities, or shall be adjudged a bankrupt or insolvent, or commence a
voluntary bankruptcy proceeding, or a receiver of the Trustee or of its
property shall be appointed or consented to, 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, the Company may remove the Trustee with respect to the applicable
series of Securities and appoint a successor trustee with respect to such
series by written instrument, in duplicate, executed by order of the Board of
Directors of the Company, one copy of which instrument shall be delivered to
the Trustee so removed and one copy to the successor trustee, or, subject to
the provisions of Section 6.08, any Securityholder of such series who has been
a bona fide Holder of a Security or Securities of the applicable series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor trustee with respect to such series.  Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.


 


(c)                                  The Holders of a majority in aggregate principal amount of the Securities
of any series at the time Outstanding may at any time remove the Trustee with
respect to Securities of such series by so notifying the Trustee and the
Company and appoint a successor trustee with respect to the Securities of such
series with the consent of the Company.


 


(d)                                 Any resignation or removal of the Trustee and any appointment of a
successor trustee pursuant to any of the provisions of this Section shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 7.11.


 


(e)                                  Any successor trustee appointed pursuant to this Section may be appointed
with respect to the Securities of one or more series or all of such series, and
at any time there shall be only one Trustee with respect to the Securities of
any particular series.


 


Section
7.11.                         Acceptance by Successor Trustee.  Any successor trustee appointed as provided
in Section 7.10 shall execute, acknowledge and deliver to the Company and to
its predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee with respect to
all or any applicable series shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, duties and obligations with respect to such series of its
predecessor hereunder, with like effect as if originally named as 


 


38

















 


trustee herein; but,
nevertheless, on the written request of the Company or of the successor
trustee, the trustee ceasing to act shall, upon payment of any amounts then due
it pursuant to the provisions of Section 7.06, execute and deliver an
instrument transferring to such successor trustee all the rights and powers of
the trustee so ceasing to act and shall assign, transfer and deliver to such
successor or trustee all property and money held by such trustee so ceasing to
act.  Upon request of any such successor
trustee, the Company shall execute any and all instruments in writing in order
more fully and certainly to vest in and confirm to such successor trustee all
such rights and powers.  Any trustee
ceasing to act shall, nevertheless, retain a lien upon all property or funds
held or collected by such trustee to secure any amounts then due it pursuant to
the provisions of Section 7.06.


 


In case of the appointment hereunder of a successor
trustee with respect to the Securities of one or more (but not all) series, the
Company, the predecessor Trustee and each successor trustee with respect to the
Securities of any applicable series shall execute and deliver an indenture
supplemental hereto which shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the predecessor Trustee with respect to the Securities of any series
as to which the predecessor Trustee is not retiring shall continue to be vested
in the predecessor Trustee, and shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such trustees co-trustees of the same trust and that each such
trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such trustee.


 


No successor trustee shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
trustee shall be qualified under the provisions of Section 7.08 and eligible
under the provisions of Section 7.09.


 


Upon acceptance of appointment by a successor
trustee as provided in this Section, the Company shall give notice of the
succession of such trustee hereunder (a) if any Unregistered Securities of a
series affected 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, (b) if any Unregistered Securities of a series
affected are then Outstanding, to the Holders thereof who have filed their
names and addresses with the Trustee pursuant to Section 5.04, by mailing such
notice to such Holders at such addresses as were so furnished to the Trustee
(and the Trustee shall make such information available to the Company for such
purpose) and (c) to the Holders of Registered Securities of each series
affected, by mailing such notice to such Holders at their addresses as they
shall appear on the Security Register. 
If the Company fails to mail such notice in the prescribed manner within
ten days after the acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be so given at the expense of the
Company.


 


Section
7.12.                         Successor by Merger, etc.  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 the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be qualified under the provisions of


 


39
















 


Section 7.08 and eligible
under the provisions of Section 7.09, without the execution or filing of
any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.  In case
any Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


 


Section 7.13.                         Limitations on Rights of Trustee as Creditor.  If and when the Trustee shall be
or become a creditor of the Company (or any other obligor upon the Securities),
the Trustee shall be subject to the provisions of the Trust Indenture Act of
1939 regarding the collection of claims against the Company (or any such other
obligor).


 


ARTICLE EIGHT

CONCERNING THE SECURITYHOLDERS


 


Section 8.01.                         Action by Securityholders.  Whenever in this Indenture it is provided
that the Holders of a specified aggregate principal amount of the Outstanding
Securities of any series may take any action (including the making of any
demand or request, the giving of any 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 amount have joined therein may be evidenced (a) by
any instrument or any number of instruments of similar tenor executed by
Securityholders in person or by agent or proxy appointed in writing and, except
as herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company, or (b) by the record of the
Holders of Securities voting in favor thereof at any meeting of Securityholders
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 Securityholders.


 


In determining whether the Holders of a specified
aggregate principal amount of the Outstanding Securities have taken any action
(including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the principal amount of
any Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the amount of the principal thereof that could be declared to
be due and payable upon an Event of Default pursuant to the terms of such
Original Issue Discount Security at the time the taking of such action is
evidenced to the Trustee.


 


Section 8.02.                         Proof of Execution by Securityholders.  Subject to the provisions of Sections 7.01,
7.02 and 9.05, proof of the execution of any instrument by a Securityholder or
its agent or proxy shall be sufficient if made in the following manner:


 


(a)                                  In the case of Holders of Unregistered Securities, the fact and date of
the execution by any such person of any instrument may be proved by the
certificate of any notary public or other officer of any jurisdiction
authorized to take acknowledgments of deeds or administer oaths that the person
executing such instruments acknowledged to him the execution thereof, or by an
affidavit of a witness to such execution sworn to before any such notary or
other such officer.  Where such execution
is by or on behalf of 


 


40

















 


any
legal entity other than an individual, such certificate or affidavit shall also
constitute sufficient proof of the authority of the person executing the
same.  The fact of the holding by any
Holder of a Security of any series, and the identifying number of such Security
and the date of his holding the same, may be proved by the production of such
Security or by a certificate executed by any trust company, bank, banker or
recognized securities dealer wherever situated satisfactory to the Trustee, if
such certificate shall be deemed by the Trustee to be satisfactory.  Each such certificate shall be dated and
shall state that on the date thereof a Security of such series bearing a
specified identifying number was deposited with or exhibited to such trust
company, bank, banker or recognized securities dealer by the person named in
such certificate.  Any such certificate
may be issued in respect of one or more Securities of one or more series
specified therein.  The holding by the
person named in any such certificate of any Securities of any series specified
therein shall be presumed to continue for a period of one year from the date of
such certificate unless at the time of any determination of such holding (1) another
certificate bearing a later date issued in respect of the same Securities shall
be produced, or (2) the Security of such series specified in such
certificate shall be produced by some other person, or (3) the Security of
such series specified in such certificates shall have ceased to be outstanding.  Subject to Sections 7.01, 7.02 and 9.05, the
fact and date of the execution of any such instrument and the amount and
numbers of Securities of any series held by the person so executing such
instrument and the amount and numbers of any Security or Securities for such
series may also be proven in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee for such series or in any other
manner which the Trustee for such series may deem sufficient.


 


(b)                                 In the case of Registered Securities, the ownership of such Securities
shall be proved by the Security Register or by a certificate of the Security
Registrar.


 


Section 8.03.                         Who Are Deemed Absolute Owners.  The Company, the Trustee, any paying agent,
any transfer agent and any Security Registrar may treat the Holder of any
Unregistered Security and the Holder of any coupon as the absolute owner of
such Unregistered Security or coupon (whether or not such Unregistered Security
or coupon shall be overdue) for the purpose of receiving payment thereof or on
account thereof and for all other purposes and neither the Company, the
Trustee, any paying agent, any transfer agent nor any Security Registrar shall
be affected by any notice to the contrary. 
The Company, the Trustee, any paying agent, any transfer agent and any
Security Registrar may, subject to Section 2.04 hereof, treat the person
in whose name a Registered Security shall be registered upon the Security
Register as the absolute owner of such Registered Security (whether or not such
Registered Security shall be overdue) for the purpose of receiving payment
thereof or on account thereof and for all other purposes and neither the
Company, the Trustee, any paying agent, any transfer agent nor any Security
Registrar shall be affected by any notice to the contrary.


 


Section 8.04.                         Company-Owned Securities Disregarded.  In determining whether the Holders of the
required aggregate principal amount of Securities have given any request,
demand, authorization, direction, notice, consent or waiver under this
Indenture, Securities which are owned by the Company or by any person directly
or indirectly controlling or controlled by or under direct or indirect control
with the Company, shall be disregarded and deemed not to be outstanding for the
purpose of any such determination, except that for the 


 


41

















 


purpose of determining whether
the Trustee shall be protected in relying on any such request, demand,
authorization, direction, notice, consent or waiver only Securities which the
Trustee knows are so owned shall be disregarded.  Securities so owned which have been pledged
in good faith may be regarded as Outstanding for the purposes of this Section if
the pledgee shall establish to the satisfaction of the Trustee the pledgor’s
right to vote such Securities and that the pledgee is not a person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company.  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 to the Trustee.


 


Section 8.05.                         Revocation of consents; Future Securityholders Bound.  At any time prior to the taking
of any action by the Holders of the aggregate principal amount of the
Outstanding Securities specified in this Indenture in connection with such
action, any Holder of a Security the identifying number of which is shown by
the evidence to be included in the Securities the Holders of which have
consented to such action may, by filing written notice with the Trustee at its
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 in exchange or
substitution therefor irrespective of whether or not any notation in regard
thereto is made upon such Security.  Any
action taken by the Holders of the aggregate principal amount of the Securities
specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the Holders of all the
Securities of each series intended to be affected thereby.


 


ARTICLE NINE

SECURITYHOLDERS’ MEETINGS


 


Section 9.01.                         Purposes of Meetings.  A meeting of Securityholders of any series
may be called at any time and from time to time pursuant to the provisions of
this Article 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 waive any default hereunder and its
consequences, or to take any other action authorized to be taken by
Security-holders pursuant to any of the provisions of Article Six;


 


(2)                                  to remove the Trustee and appoint a successor trustee 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 of the Securities of such
series, as the case may be, under any other provision of this Indenture or
under applicable law.


 


Section 9.02.                         Call of Meetings by Trustee.  The Trustee 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 the Borough of Manhattan, The City
of New York as the 


 


42

















 


Trustee shall determine.  Notice of every meeting of the Holders of
Securities of any or all series, setting forth the time and place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given (i) if any Unregistered Securities of such series are then
Outstanding, to all Holders thereof, by publication at least twice in an
Authorized Newspaper in the Borough of Manhattan, The City of New York prior to
the date fixed for the meeting, the first publication, in each case, to be not
less than twenty nor more than one hundred eighty days prior to the date fixed
for the meeting and the last publication to be not more than five days prior to
the date fixed for the meeting, (ii) if any Unregistered Securities of
such series are then Outstanding, to all Holders thereof who have filed their
names and addresses with the Trustee as described in Section 5.04, by
mailing such notice to such Holders at such addresses, not less than twenty nor
more than one hundred eighty days prior to the date fixed for the meeting and (iii) to
all Holders of then Outstanding Registered Securities of such series, by
mailing such notice to such Holders at their addresses as they shall appear on
the Security Register, not less than twenty nor more than one hundred eighty
days prior to the date fixed for the meeting. 
Failure of any Holder or Holders to receive such notice or any defect
therein shall in no case affect the validity of any action taken at such
meeting.  Any meeting of Holders of
Securities of any series shall be valid without notice if the Holders of all
Securities of such series Outstanding, the Company and the Trustee are present
in person or by proxy or shall have waived notice thereof before or after the
meeting.


 


Section 9.03.                         Call of Meetings by Company or Securityholders.  In case at any time the Company,
pursuant to a Board Resolution, or the Holders of at least ten percent in
aggregate principal amount of the Securities of any series, as the case may be,
then Outstanding, shall have requested the Trustee to call a meeting of
Securityholders 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 mailed or published as
provided in Section 9.02, the notice of such meeting within thirty days
after receipt of such request, then the Company or the Holders of Securities of
such series in the amount above specified may determine the time and the place
in said Borough of Manhattan for such meeting and may call such meeting to take
any action authorized in Section 9.01, by mailing or publishing notice
thereof as provided in Section 9.02.


 


Section 9.04.                         Qualification for Voting.  To be entitled to vote at any meeting of
Securityholders a person shall be a Holder of one or more Securities of the
series with respect to which a meeting is being held or a person appointed by
an instrument in writing as proxy by such a Holder.  The only persons who shall be entitled to be
present or to speak at any meeting of the Securityholders 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.  Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Securities 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 think fit.


 


43

















 


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 Securityholders as provided in Section 9.03,
in which case the Company or the Securityholders calling the meeting, as the
case may be, shall in like manner appoint a temporary chairman.  A permanent chairman and a permanent secretary
of the meeting shall be elected by vote of the Holders of a majority in
principal amount of the Securities represented at the meeting and entitled to
vote.


 


Subject to the provisions of Sections 8.01 and 8.04,
at any meeting of Securityholders of any series, each Securityholder or proxy
shall be entitled to one vote for each $1,000 principal amount at maturity 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
challenged as not Outstanding and ruled by the chairman of the meeting not to
be Outstanding.  The chairman of the
meeting shall have no right to vote except as a Securityholder or proxy.  Any meeting of Securityholders duly called
pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from
time to time, and the meeting may be held as so adjourned without further
notice.


 


Section 9.06.                         Voting.  The vote upon any resolution submitted to any
meeting of Securityholders shall be by written ballot on which shall be
subscribed the signatures of the Securityholders or proxies and on which shall
be inscribed the identifying number or numbers or to which shall be attached a
list of identifying numbers of the Securities held or represented by them.  The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified reports in duplicate of all votes cast at the
meeting.  A record in duplicate of the
proceedings of each meeting of Securityholders 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 mailed as
provided in Section 9.02.  The
record shall be signed and verified by the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting.


 


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


 


ARTICLE TEN

SUPPLEMENTAL INDENTURES


 


Section 10.01.                  Supplemental Indentures without Consent of Securityholders.  The Company, when authorized by
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 in force at the date of the
execution thereof) for one or more of the following purposes:


 


44

















 


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


 


(b)                                 to add to the covenants of the Company for the Holders of all or any
series of Securities, or the coupons appertaining to such Securities, to add
any additional Events of Default with respect to all or any series of
Securities, or the coupons appertaining to such Securities, or to surrender any
right or power conferred upon the Company;


 


(c)                                  to add or change any of the provisions of this Indenture to such extent
as shall be necessary to permit or facilitate the issuance of global Securities
or Securities of any series in bearer form, registrable or not registrable as
to principal, and with or without interest coupons, and to provide for
exchangeability of such Securities with Registered Securities issued hereunder
and to make all appropriate changes for such purpose, and to add or change any
of the provisions of this Indenture to such extent as shall be necessary to
permit or facilitate the issuance of uncertificated Securities of any series;


 


(d)                                 to cure any ambiguity or to correct or supplement any provision contained
herein or in any supplemental indenture or in the terms of any series of
Securities which may be defective or inconsistent with any other provision
contained herein or in any supplemental indenture or in the terms of any series
of Securities; 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 or under any supplemental indenture or
in the terms of any series of Securities as shall not adversely affect the
interests of the Holders of any series of Securities or any coupons
appertaining to such Securities in any material respect;


 


(e)                                  to evidence and provide for the acceptance and appointment hereunder by a
successor trustee with respect to the Securities of one or more series and to
add or change any 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 Section 7.11;


 


(f)                                    to establish the form or terms of Securities of any series as permitted
by Sections 2.03 and 2.01; and


 


(g)                                 to provide for the terms and conditions of conversion into Common Stock
of the Securities of any series which are convertible into Common Stock, if
different from those set forth in Article 14.


 


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


 


45

















 


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


 


Section 10.02.                  Supplemental Indentures with Consent of Securityholders.  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 Outstanding Securities of each series
affected by such supplemental indenture, the Company, when authorized by a
Board Resolution, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or modifying in
any manner the rights of the Holders of the Securities of each such series or
any coupons appertaining to such Securities; provided, however, that, without
the consent of the Holder of each Outstanding Security affected thereby, no
such supplemental indenture shall:


 


(a)                                  extend the stated maturity of any Securities, or reduce the principal
amount thereof or premium, if any, or reduce the rate or extend the time of
payment of any interest or Additional Amounts thereon or reduce the amount due
and payable upon acceleration of the maturity thereof or the amount provable in
bankruptcy, or make the principal of, or interest, premium or Additional
Amounts on any Security payable in any coin or currency other than that
provided in such Security,


 


(b)                                 impair the right to institute suit for the enforcement of any such
payment on or after the stated maturity thereof (or, in the case of redemption,
on or after the redemption date therefor),


 


(c)                                  reduce the aforesaid percentage in principal amount of Securities of any
series, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required pursuant to Section 6.01
to waive defaults, or


 


(d)                                 modify any of the provisions of this Section or Section 6.09,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby, provided, however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant changes
in this Section, or the deletion of this proviso, in accordance with the
requirements of Sections 7.11 and 10.01(e).


 


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


 


Upon the request of the Company, accompanied by a
copy of a Board Resolution authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent of
Securityholders as aforesaid, the Trustee shall join with the 


 


46

















 


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


 


Promptly after the execution and delivery by the
Company, and the Trustee of any supplemental indenture pursuant to the
provisions of this Section, the Trustee shall give notice of such supplemental
indenture (i) to the Holders of then Outstanding Registered Securities of
each series affected thereby, by mailing a notice thereof by first-class mail
to such Holders at their addresses as they shall appear on the Security
Register, (ii) if any Unregistered Securities of a series affected thereby
are then Outstanding, to the Holders thereof who have filed their names and
addresses with the Trustee as described in Section 5.04, by mailing a
notice thereof by first-class mail to such Holders at such addresses as were so
furnished to the Trustee and (iii) if any Unregistered Securities of a
series affected thereby are then Outstanding, to all Holders thereof, by
publication of a notice thereof at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York, and in each case such notice shall
set forth in general terms the substance of such supplemental indenture.  Any failure of the Company to mail or publish
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.                  Compliance with Trust Indenture Act; Effect of Supplemental Indentures.  Any supplemental indenture
executed pursuant to the provisions of this Article Ten shall comply with
the Trust Indenture Act of 1939, as then in effect.  Upon the execution of any supplemental
indenture pursuant to the provisions of this Article Ten, this Indenture
shall be and be deemed to be modified and amended 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 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 7.02, shall be given an Opinion of Counsel and Officers’ Certificate
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture as conclusive evidence that any such supplemental
indenture complies with the provisions of this Article Ten.


 


Section 10.04.                  Notation on Securities.  Securities of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provision of this Article Ten may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture.  New Securities of any series so modified as
to conform, in the opinion of the Trustee and the Board of Directors of the
Company, to any modification of this Indenture contained in any such supplemental
indenture may be prepared by the Company, 


 


47

















 


authenticated by the Trustee
and delivered, without charge to the Securityholders, in exchange for the
Securities of such series then Outstanding.


 


ARTICLE ELEVEN

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section 11.01.                  Company May Consolidate, etc., Only on Certain Terms.  So long as any Securities shall
be Outstanding, the Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person unless:


 


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


 


(b)                                 immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company as a result of such
transaction as having been incurred by the Company at the time of such
transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have happened and be
continuing;


 


(c)                                  if, as a result of any such consolidation or merger or such conveyance,
transfer or lease, properties or assets of the Company would become subject to
a mortgage, pledge, lien, security interest or other encumbrance of any nature
which would not be permitted by this Indenture, the Company or such successor
corporation or such person, firm or corporation, as the case may be, shall take
such steps as shall be necessary effectively to secure the Securities (together
with, if the Company so determines, any other indebtedness for money borrowed
of the Company then existing or thereafter created which is not subordinate to
the Securities) equally and ratably with (or, at the option of the Company,
prior to) all indebtedness secured thereby; and


 


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


 


Section 11.02.                  Successor Corporation Substituted.  So long as any Securities shall be
outstanding, upon any consolidation or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 


 


48

















 


11.01, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect if such successor corporation had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor corporation shall be relieved of all obligations and covenants
under this Indenture and the Securities and any coupons.


 


ARTICLE TWELVE

SATISFACTION AND DISCHARGE OF INDENTURE; 

UNCLAIMED MONEYS


 


Section 12.01.                  Discharge of Indenture.  This Indenture shall upon Company Order cease
to be of further effect (except as to any surviving rights of registration of
transfer or exchange of Securities herein expressly provided for), and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when


 


(a)                                  either:


 


(i)                                     all Securities theretofore authenticated and delivered (other than (A) Securities
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 2.07 and (B) Securities for whose payment
money has theretofore been deposited in trust or segregated and held in trust
by the Company and thereafter repaid to the Company or discharged from such
trust, as provided in Section 12.04) have been delivered to the Trustee
for cancellation; or


 


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


 


(A)                              have become due and payable, or


 


(B)                                will become due and payable at their stated maturity within one year, or


 


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


 


and the Company, in the case of (A) , (B) or
(C) above, has deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose an amount sufficient to pay and discharge
the entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal (and premium, if any), interest, if
any, and Additional Amounts (if any) to the date of such deposit (in the case
of Securities which have become due and payable) or to the stated maturity or
date of redemption, as the case may be;


 


49
















 


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


 


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


 


Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.06 and, if money
shall have been deposited with the Trustee pursuant to subclause (ii) of
clause (a) of this Section or if money or obligations shall have been
deposited with or received by the Trustee pursuant to Section 13.02, the
obligations of the Trustee under Section 6.03 and Section 12.04 shall
survive.  After any such deposit, the
Trustee shall acknowledge in writing the discharge of the Company’s obligations
under the Securities of such series and this Indenture with respect to the
Securities of such series except for those surviving obligations specified
above.


 


Section 12.02.      Deposited Moneys to Be Held in Trust by
Trustee.  Subject
to Section 12.04, all moneys deposited with the Trustee pursuant to this
Indenture shall be held in trust and applied by it to the payment, either directly
or through any paying agent (including the Company acting as its own paying
agent), to the Holders of the particular Securities and of any coupons
appertaining to such Securities 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), interest, if any, and Additional
Amounts, if any.


 


Section 12.03.      Paying Agent to Repay Moneys Held.  In connection with the
satisfaction and discharge of this Indenture, all moneys then held by any
paying agent under the provisions of this Indenture shall, upon demand of the
Company, be repaid to it or paid to the Trustee and thereupon such paying agent
shall be released from all further liability with respect to such moneys.


 


Section 12.04.      Return of Unclaimed Moneys.  Any moneys deposited with or
paid to the Trustee or any paying agent for the payment of the principal of
(and premium, if any), interest, if any, and Additional Amounts, if any, on any
Security and not applied but remaining unclaimed for three years after the date
upon which such principal (and premium, if any), interest, if any, and
Additional Amounts, if any, shall have become due and payable, shall be repaid
to the Company by the Trustee or such paying agent on demand, and the Holder of
such Security or any coupon appertaining to such Security shall thereafter look
only to the Company for any payment as unsecured general creditors unless an
abandoned property law designates another Person and all liability of the
Trustee or any paying agent with respect to such moneys shall thereupon cease;
provided, however, that the Trustee or such paying agent, before being required
to make any such repayment with respect to moneys deposited with it for any payment
in respect of Unregistered Securities of any series, may at the expense of the
Company cause to be published once, in an Authorized Newspaper in the Borough
of Manhattan, The City of New York, notice that such moneys remain and that,
after a date specified therein, which shall not be less than thirty days from
the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.


 


50

















 


ARTICLE THIRTEEN

DEFEASANCE AND COVENANT DEFEASANCE


 


Section 13.01.      Applicability of Article; Company’s Option
to Effect Defeasance or Covenant Defeasance.  Unless pursuant to Section 2.01
provision is made for the inapplicability of either or both of (a) defeasance
of the Securities of a series under Section 13.02 or (b) covenant
defeasance of the Securities of a series under Section 13.03, then the
provisions of such Section or Sections, as the case may be, together with
the other provisions of this Article Thirteen, shall be applicable to the
Securities of such series, and the Company may at its option by Board
Resolution, at any time, with respect to the Securities of such series, elect
to have either Section 13.02 (unless inapplicable) or Section 13.03
(unless inapplicable) be applied to the Outstanding Securities of such series
upon compliance with the applicable conditions set forth below in this Article Thirteen.


 


Section 13.02.      Defeasance and Discharge.  Upon the Company’s exercise of
the option provided in Section 13.01 to defease the Outstanding Securities
of a particular series, the Company shall be discharged from its obligations
with respect to the Outstanding Securities of such series on the date the
applicable conditions set forth in Section 13.04 are satisfied (hereinafter,
“defeasance”).  Defeasance shall mean that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by
the Outstanding Securities of such series and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same); provided,  however, that the following rights, obligations,
powers, trusts, duties and immunities shall survive until otherwise terminated
or discharged hereunder: (a) the rights of Holders of Outstanding
Securities of such series to receive, solely from the trust fund provided for
in Section 13.04, payments in respect of the principal of (and premium, if
any), interest, if any, and Additional Amounts, if any, on such Securities when
such payments are due, (b) the Company’s obligations with respect to such
Securities under Sections 2.05, 2.06, 2.07, 4.02 and 12.04, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (d) this
Article Thirteen.  Subject to
compliance with this Article Thirteen, the Company may exercise its option
with respect to defeasance under this Section 13.02 notwithstanding the
prior exercise of its option with respect to covenant defeasance under Section 13.03
in regard to the Securities of such series.


 


Section 13.03.      Covenant Defeasance.  Upon the Company’s exercise of
the option provided in Section 13.01 to obtain a covenant defeasance with
respect to the Outstanding Securities of a particular series, the Company shall
be released from its obligations under this Indenture (except its obligations
under Sections 2.05, 2.06, 2.07, 4.01, 4.02, 4.04, 6.02, 7.06 and 7.10) with
respect to the Outstanding Securities of such series on and after the date the
applicable conditions set forth in Section 13.04 are satisfied
(hereinafter, “covenant defeasance”).  Covenant defeasance shall mean that, with
respect to the Outstanding Securities of such series, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in this Indenture (except its obligations under Sections
2.05, 2.06, 2.07, 4.01, 4.02, 4.04, 6.02, 7.06 and 7.10), whether directly or indirectly
by reason of any reference elsewhere herein in any such Section or Article or
by reason of any reference in any such Section or Article to any
other provision herein or in any other document, and such omission to comply
shall not constitute an Event of Default under Section 6.01(c) with
respect to 


 


51

















 


Outstanding Securities of such
series, and the remainder of this Indenture and of the Securities of such
series shall be unaffected thereby.


 


Section 13.04.      Conditions to Defeasance or Covenant
Defeasance.  The following shall be conditions to
defeasance under Section 13.02 and covenant defeasance under Section 13.03
with respect to the Outstanding Securities of a particular series:


 


(a)           The Company shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 7.09 who shall agree to comply with
the provisions of this Article Thirteen applicable to it) as trust funds
in trust for the purpose of making the following payments,  specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities,  (i) money in an amount, or (ii) Governmental
Obligations which through the schedule payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than the
due date of any payment, money in an amount, or (iii) a combination
thereof,  sufficient, 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,
and which shall be applied by the Trustee (or other qualifying trustee)  to pay and discharge, (A) the principal
of (and premium, if any, on), each installment of principal of (and premium, if
any), interest (if any) and all Additional Amounts due (if any) on the
Outstanding Securities of such series on the stated maturity of such principal
or installment of principal, interest or Additional Amount and (B) any
mandatory sinking fund payments or analogous payments applicable to the
Outstanding Securities of such series on the day on which such payments are due
and payable in accordance with terms of this Indenture and of such Securities.  For this purpose, “Government
Obligations” means securities that are (I) direct obligations
of the government which issued the currency in which the Securities of such
series are denominated for the payment of which its full faith and credit is
pledged or (II) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of such government the payment of which
is unconditionally guaranteed as a full faith and credit obligation by such
government, which, in either case, are not callable or redeemable at the option
of the issuer thereof, and shall also include a depository receipt issued by a
bank (as defined in Section 3 (a) (2) of the Securities Act of
1933, as amended) as custodian with respect to any such Government Obligation
or a specific payment of principal of or interest on any such Government
Obligation held by such custodian for the account of the holder of such
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
such Government Obligation or the specific payment of principal of or interest
on such Government Obligation evidenced by such depository receipt.


 


(b)           No Event of Default or event which,
with notice or lapse of time or both, would become an Event of Default with
respect to the Securities of such series shall have occurred and be continuing
on the date of such deposit or, insofar as subsections 6.01(d) and (e) are
concerned, at any time during the period ending on the 91st day after the date 


 


52

















 


of
such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).


 


(c)           Such defeasance or covenant
defeasance shall 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.


 


(d)           Such defeasance or covenant
defeasance shall not cause any Securities of such series then listed on any
national securities exchange registered under the Exchange Act, as amended, to
be delisted.


 


(e)           In the case of an election with
respect to Section 13.02, the Company shall have delivered to the Trustee
an Opinion of Counsel stating that (i) the Company has received from, or
there has been published by, the Internal Revenue Service a private letter
ruling pertaining to this transaction or a comparable form of transaction, or (ii) since
the date of this Indenture there has been a change in the applicable Federal
income tax law (including, but not limited to, a change in the Internal Revenue
Code, proposed, temporary or final Treasury regulations, Revenue Rulings,
Revenue Procedures, Internal Revenue Service Notices, Announcements, and
other public announcements), in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of the Outstanding
Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred.


 


(f)            In the case of an election with
respect to Section 13.03, the Company shall have delivered to the Trustee
an Opinion of Counsel to the effect that the Holders of the Outstanding
Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such covenant defeasance and will be subject
to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not occurred.


 


(g)           Such defeasance or covenant
defeasance shall be effected in compliance with any additional terms,
conditions or limitations which may be imposed on the Company in connection
therewith pursuant to Section 3.01.


 


(h)           The Company shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to either the defeasance
under Section 13.02 or the covenant defeasance under Section 13.03
(as the case may be) have been complied with.


 


Section 13.05.      Deposited Money and Government Obligations
to be Held in Trust; Other Miscellaneous Provisions.  Subject to the provisions of Section 12.04,
all money and Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee — collectively for purposes of
this Section 13.05, the “Trustee”) pursuant to Section 13.04 in
respect of the Outstanding Securities of a particular series shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this 


 


53

















 


Indenture, to the payment,
either directly or through any paying agent (including the Company acting as
its own paying agent) as the Trustee may determine, to the Holders of such
Securities of all sums due and to become due thereon in respect of principal
(and premium, if any), interest and Additional Amounts, if any, but such money
need not be segregated from other funds except to the extent required by law.


 


The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 13.04 or the principal and interest received
in respect thereof, other than any such tax, fee or other charge which by law
is for the account of the Holders of the Outstanding Securities of such series.


 


Anything in this Article Thirteen to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
request any money or Government Obligations held by it as provided in Section 13.04
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited for the purpose for which such money or Government Obligations were
deposited.


 


ARTICLE FOURTEEN

CONVERSION


 


Section 14.01.      Conversion
Privilege.  If so provided in a Board Resolution with
respect to the Securities of any series, the Holder of a Security of such
series shall have the right, at such Holder’s option, to convert, in accordance
with the terms of such series of Securities and this Article Fourteen, all
or any part (in a denomination of, unless otherwise specified in a Board
Resolution or supplemental indenture with respect to Securities of such series,
$1,000 in principal amount or any integral multiple thereof) of such Security
into shares of Common Stock or, as to any Securities called for redemption, at
any time prior to the time and date fixed for such redemption (unless the
Company shall default in the payment of the redemption price, in which case
such right shall not terminate at such time and date). The provisions of this
Article Fourteen shall not be applicable to the Securities of a series
unless otherwise specified in a Board Resolution with respect to the Securities
of such series.


 


Section 14.02.      Conversion Procedure; Conversion Price;
Fractional Shares.


 


(a)           Each Security to which
this Article is applicable shall be convertible at the office of the
Conversion Agent, and at such other place or places, if any, specified in a
Board Resolution with respect to the Securities of such series, into fully paid
and nonassessable shares (calculated to the nearest 1/100th of a share) of
Common Stock. The Securities will be converted into shares of Common Stock at
the Conversion Price therefor. No payment or adjustment shall be made in
respect of dividends on the Common Stock or accrued interest on a converted
Security except as described in Section 14.09. The Company may, but shall
not be required, in connection with any conversion of Securities, to issue a
fraction of a share of Common Stock and, if the Company shall determine not to
issue any such fraction, the Company shall, subject to Section 14.03(d),
make a cash payment (calculated to the nearest cent) equal to such fraction 


 


54

















 


multiplied by the Closing Price
of the Common Stock on the last Trading Day prior to the date of conversion.


 


(b)           Before any Holder of a Security shall
be entitled to convert the same into Common Stock, such Holder shall surrender
such Security duly endorsed to the Company or in blank, at the office of the
Conversion Agent or at such other place or places, if any, specified in a Board
Resolution with respect to the Securities of such series, and shall give
written notice to the Company at said office or place that he elects to convert
the same and shall state in writing therein the principal amount of Securities
to be converted and the name or names (with addresses) in which he wishes the
certificate or certificates for Common Stock to be issued; provided, however,
that no Security or portion thereof shall be accepted for conversion unless the
principal amount of such Security or such portion, when added to the principal
amount of all other Securities or portions thereof then being surrendered by
the Holder thereof for conversion, exceeds the then effective Conversion Price
with respect thereto. If more than one Security shall be surrendered for
conversion at one time by the same Holder, the number of full shares of Common
Stock which shall be deliverable upon conversion shall be computed on the basis
of the aggregate principal amount of the Securities (or specified portions
thereof to the extent permitted thereby) so surrendered. Subject to the next
succeeding sentence, the Company will, as soon as practicable thereafter, issue
and deliver at said office or place to such Holder of a Security, or to his
nominee or nominees, certificates for the number of full shares of Common Stock
to which he shall be entitled as aforesaid, together, subject to the last
sentence of paragraph (a) above, with cash in lieu of any fraction of a
share to which he would otherwise be entitled. The Company shall not be
required to deliver certificates for shares of Common Stock while the stock
transfer books for such stock or the Security Register are duly closed for any
purpose, but certificates for shares of Common Stock shall be issued and
delivered as soon as practicable after the opening of such books or Security
Register. A Security shall be deemed to have been converted as of the close of
business on the date of the surrender of such Security for conversion as
provided above, and the Person or Persons entitled to receive the Common Stock
issuable upon such conversion shall be treated for all purposes as the record
Holder or Holders of such Common Stock as of the close of business on such
date. In case any Security shall be surrendered for partial conversion, the
Company shall execute and the Trustee shall authenticate and deliver to or upon
the written order of the Holder of the Securities so surrendered, without
charge to such Holder (subject to the provisions of Section 14.08), a new
Security or securities in authorized denominations in an aggregate principal
amount equal to the unconverted portion of the surrendered Security.


 


Section 14.03.      Adjustment
of Conversion Price for Common Stock.  The Conversion Price with respect to any
Security which is convertible into Common Stock shall be adjusted from time to
time as follows:


 


(a)           In case the Company shall, at any
time or from time to time while any of such securities are outstanding,
(i) pay a dividend in shares of its Common Stock to holders of Common
Stock, (ii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, (iii) subdivide its outstanding shares
of Common Stock into a greater number of shares of Common Stock or
(iv) make a distribution in shares of Common Stock to holders of Common
Stock, then the Conversion Price in effect immediately before such action shall
be adjusted so that the Holders of such Securities, upon conversion thereof
into Common 


 


55

















 


Stock immediately following
such event, shall be entitled to receive the kind and amount of shares of
capital stock of the Company which they would have owned or been entitled to
receive upon or by reason of such event if such Securities had been converted
immediately before the record date (or, if no record date, the effective date)
for such event. An adjustment made pursuant to this
Section 14.03(a) shall become effective retroactively immediately
after the record date in the case of a dividend or distribution and shall
become effective retroactively immediately after the effective date in the case
of a subdivision or combination. For the purposes of this Section 14.03(a),
each Holder of Securities shall be deemed to have failed to exercise any right
to elect the kind or amount of securities receivable upon the payment of any
such dividend, subdivision, combination or distribution (provided that if the
kind or amount of securities receivable upon such dividend, subdivision,
combination or distribution is not the same for each nonelecting share, then
the kind and amount of securities or other property receivable upon such
dividend, subdivision, combination or distribution for each nonelecting share
shall be deemed to be the kind and amount so receivable per share by a
plurality of the nonelecting shares).


 


(b)           In case the Company shall, at any
time or from time to time while any of such Securities are outstanding, issue
rights or warrants to all holders of shares of its Common Stock entitling them
(for a period expiring within 45 days after the record date for such issuance)
to subscribe for or purchase shares of Common Stock (or securities convertible
into shares of Common Stock) at a price per share less than the Current Market
Price of the Common Stock at such record date (treating the price per share of
the securities convertible into Common Stock as equal to (x) the sum of
(i) the price for a unit of the security convertible into Common Stock and
(ii) any additional consideration initially payable upon the conversion of
such security into Common Stock divided by (y) the number of shares of
Common Stock initially underlying such convertible security), the Conversion Price
with respect to such Securities shall be adjusted so that it shall equal the
price determined by dividing the Conversion Price in effect immediately prior
to the date of issuance of such rights or warrants by a fraction, the numerator
of which shall be the number of shares of Common Stock outstanding on the date
of issuance of such rights or warrants plus the number of additional shares of
Common Stock offered for subscription or purchase (or into which the
convertible securities so offered are initially convertible), and the
denominator of which shall be the number of shares of Common Stock outstanding
on the date of issuance of such rights or warrants plus the number of shares or
securities which the aggregate offering price of the total number of shares or
securities so offered for subscription or purchase (or the aggregate purchase
price of the convertible securities so offered plus the aggregate amount of any
additional consideration initially payable upon conversion of such securities
into Common Stock) would purchase at such Current Market Price of the Common
Stock. Such adjustment shall become effective retroactively immediately after
the record date for the determination of stockholders entitled to receive such
rights or warrants.


 


(c)           In case the Company shall, at any
time or from time to time while any of such Securities are outstanding,
distribute to all holders of shares of its Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing corporation and the Common Stock is not changed or
exchanged) cash, evidences of its indebtedness, securities or assets (excluding
(i) regular periodic cash dividends in amounts, if any, determined from
time to time by the Board of Directors, (ii) dividends payable in shares
of Common Stock for which adjustment is made under
Section 14.03(a) or (iii) rights or warrants to subscribe for or
purchase securities of the Company 


 


56

















 


(excluding those referred to
in Section 14.03(b)), then in each such case the Conversion Price with
respect to such Securities shall be adjusted so that it shall equal the price
determined by dividing the Conversion Price in effect immediately prior to the
date of such distribution by a fraction, the numerator of which shall be the
Current Market Price of the Common Stock on the record date referred to below,
and the denominator of which shall be such Current Market Price of the Common
Stock less the then fair market value (as determined by the Board of Directors
of the Company, whose determination shall be conclusive) of the portion of the
cash or assets or evidences of indebtedness or securities so distributed or of
such subscription rights or warrants applicable to one share of Common Stock
(provided that such denominator shall never be less than 1.0); provided,
however, that no adjustment shall be made with respect to any distribution of
rights to purchase securities of the Company if a Holder of Securities would otherwise
be entitled to receive such rights upon conversion at any time of such
Securities into Common Stock unless such rights are subsequently redeemed by
the Company, in which case such redemption shall be treated for purposes of
this section as a dividend on the Common Stock. Such adjustment shall become
effective retroactively immediately after the record date for the determination
of stockholders entitled to receive such distribution; and in the event that
such distribution is not so made, the Conversion Price shall again be adjusted
to the Conversion Price which would then be in effect if such record date had
not been fixed.


 


(d)           The Company shall be entitled to make
such additional adjustments in the Conversion Price, in addition to those
required by subsections 14.03(a), 14.03(b) and 14.03(c), as shall be
necessary in order that any dividend or distribution of Common Stock, any
subdivision, reclassification or combination of shares of Common Stock or any
issuance of rights or warrants referred to above shall not be taxable to the
holders of Common Stock for United States Federal income tax purposes.


 


(e)           In any case in which this
Section 14.03 shall require that any adjustment be made effective as of or
retroactively immediately following a record date, the Company may elect to
defer (but only for five (5) Trading Days following the filing of the
statement referred to in Section 14.05) issuing to the Holder of any
Securities converted after such record date the shares of Common Stock and other
capital stock of the Company issuable upon such conversion over and above the
shares of Common Stock and other capital stock of the company issuable upon
such conversion on the basis of the Conversion Price prior to adjustment;
provided, however, that the Company shall deliver to such Holder a due bill or
other appropriate instrument evidencing such Holder’s right to receive such
additional shares upon the occurrence of the event requiring such adjustment.


 


(f)            All calculations under this
Section 14.03 shall be made to the nearest cent or one-hundredth of a
share or security, with one-half cent and 0.005 of a share, respectively, being
rounded upward. Notwithstanding any other provision of this Section 14.03,
the Company shall not be required to make any adjustment of the Conversion
Price unless such adjustment would require an increase or decrease of at least
1% of such price. Any lesser adjustment shall be carried forward and shall be
made at the time of and together with the next subsequent adjustment which,
together with any adjustment or adjustments so carried forward, shall amount to
an increase or decrease of at least 1% in such price. Any adjustments under
this Section 14.03 shall be made successively whenever an event requiring
such an adjustment occurs.


 


57
















 


(g)           In the event that at any time, as a
result of an adjustment made pursuant to this Section 14.03, the Holder of
any Security thereafter surrendered for conversion shall become entitled to
receive any shares of stock of the Company other than shares of Common Stock
into which the Securities originally were convertible, the Conversion Price of
such other shares so receivable upon conversion of any such Security shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as to practicable the provisions with respect to Common Stock
contained in subparagraphs (a) through (f) of this
Section 14.03, and the provision of Sections 14.01, 14.02 and 14.04
through 14.09 with respect to the Common Stock shall apply on like or similar
terms to any such other shares and the determination of the Board of Directors
as to any such adjustment shall be conclusive.


 


(h)           No adjustment shall be made pursuant
to this Section (i) if the effect thereof would be to reduce the
Conversion Price below the par value (if any) of the Common Stock or
(ii) subject to 14.03(e) hereof, with respect to any Security that is
converted prior to the time such adjustment otherwise would be made.


 


Section 14.04.      Consolidation or Merger of the Company.  In case of either (a) any consolidation
or merger to which the Company is a party, other than a merger or consolidation
in which the company is the surviving or continuing corporation and which does
not result in a reclassification of, or change (other than a change in par
value or from par value to no par value or from no par value to par value, as a
result of a subdivision or combination) in, outstanding shares of Common Stock
or (b) any sale or conveyance of all or substantially all of the property
and assets of the Company to another Person, then each Security then
outstanding shall be convertible from and after such merger, consolidation,
sale or conveyance of property and assets into the kind and amount of shares of
stock or other securities and property (including cash) receivable upon such
consolidation, merger, sale or conveyance by a holder of the number of shares
of Common Stock into which such Securities would have been converted
immediately prior to such consolidation, merger, sale or conveyance, subject to
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article Fourteen (and assuming such
holder of Common Stock failed to exercise his rights of election, if any, as to
the kind or amount of securities, cash or other property (including cash)
receivable upon such consolidation, merger, sale or conveyance (provided that,
if the kind or amount of securities, cash or other property (including cash)
receivable upon such consolidation, merger, sale or conveyance is not the same
for each nonelecting share, then the kind and amount of securities, cash or
other property (including cash) receivable upon such consolidation, merger,
sale or conveyance for each nonelecting share shall be deemed to be the kind and
amount so receivable per share by a plurality of the nonelecting shares or
securities)). The Company shall not enter into any of the transactions referred
to in clause (a) or (b) of the preceding sentence unless effective
provision shall be made so as to give effect to the provisions set forth in
this Section 14.04. The provisions of this Section 14.04 shall apply
similarly to successive consolidations, mergers, sales or conveyances.


 


Section 14.05.      Notice of Adjustment.  Whenever an adjustment in the Conversion
Price with respect to a series of Securities is required:


 


(a)           the Company shall forthwith place on
file with the Trustee and any Conversion Agent for such Securities a
certificate of the Treasurer of the Company, stating the 


 


58

















 


adjusted Conversion Price
determined as provided herein and setting forth in reasonable detail such facts
as shall be necessary to show the reason for and the manner of computing such
adjustment, such certificate to be conclusive evidence that the adjustment is
correct; and


 


(b)           a notice stating that the Conversion
Price has been adjusted and setting forth the adjusted Conversion Price shall
forthwith be mailed, first class postage prepaid, by the Company to the Holders
of record of such Outstanding Securities.


 


Section 14.06.      Notice
in Certain Events.  In
case:


 


(a)           of a consolidation or merger to which
the Company is a party and for which approval of any stockholders of the
company is required, or of the sale or conveyance to another Person or entity
or group of Persons or entities acting in concert as a partnership, limited
partnership, syndicate or other group (within the meaning of Rule 13d-3
under the Exchange Act) of all or substantially all of the property and assets
of the Company; or


 


(b)           of the voluntary or involuntary
dissolution, liquidation or winding up of the Company; or


 


(c)           of any action triggering an
adjustment of the Conversion Price pursuant to this Article Fourteen;


 


then,
in each case, the Company shall cause to be filed with the Trustee and the
Conversion Agent for the applicable Securities, and shall cause to be mailed,
first class postage prepaid, to the Holders of record of applicable securities,
at least fifteen (15) days prior to the applicable date hereinafter specified,
a notice stating (x) the date on which a record is to be taken for the
purpose of any distribution or grant of rights or warrants triggering an
adjustment to the Conversion Price pursuant to this Article Fourteen, or,
if a record is not to be taken, the date as of which the holders of record of
Common Stock entitled to such distribution, rights or warrants are to be
determined, or (y) the date on which any reclassification, consolidation,
merger, sale, conveyance, dissolution, liquidation or winding up triggering an
adjustment to the Conversion Price pursuant to this Article Fourteen is
expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their Common
Stock for securities or other property deliverable upon such reclassification,
consolidation, merger, sale, conveyance, dissolution, liquidation or winding
up.


 


Failure
to give such notice or any defect therein shall not affect the legality or
validity of the proceedings described in clause (a), (b) or (c) of
this Section.


 


Section 14.07.      Company
to Reserve Stock; Registration; Listing.


 


(a)           The Company shall at all times
reserve and keep available, free from preemptive rights, out of its authorized
but unissued shares of Common Stock, for the purpose of effecting the
conversion of the Securities, such number of its duly authorized shares of
Common Stock as shall from time to time be sufficient to effect the conversion
of all applicable outstanding securities into such Common Stock at any time
(assuming that, at the time of the computation of such number of shares or
securities, all such Securities would be hold by a single holder); provided,
however, that nothing contained herein shall preclude the Company from 


 


59

















 


satisfying its obligations in
respect of the conversion of the Securities by delivery of purchased shares of
Common Stock which are held in the treasury of the Company. The Company shall
from time to time, in accordance with the laws of the State of Delaware, use
its best efforts to cause the authorized amount of the Common Stock to be
increased if the aggregate of the authorized amount of the Common Stock
remaining unissued and the issued shares of such Common Stock in its treasury
(other than any such shares reserved for issuance in any other connection)
shall not be sufficient to permit the conversion of all securities.


 


(b)           If any shares of Common Stock which
would be issuable upon conversion of Securities hereunder require registration
with or approval of any governmental authority before such shares or securities
may be issued upon such conversion, the Company will in good faith and as
expeditiously as possible endeavor to cause such shares or securities to be
duly registered or approved, as the case may be. The Company will endeavor to
list the shares of Common Stock required to be delivered upon conversion of the
Securities prior to such delivery upon the principal national securities exchange
upon which the outstanding Common Stock is listed at the time of such delivery.


 


Section 14.08.      Taxes on Conversion.  The Company shall pay any and all
documentary, stamp or similar issue or transfer taxes that may be payable in
respect of the issue or delivery of shares of Common Stock on conversion of
Securities pursuant hereto. The Company shall not, however, be required to pay
any such tax which may be payable in respect of any transfer involved in the
issue or delivery of shares of Common Stock or the portion, if any, of the
Securities which are not so converted in a name other than that in which the
Securities so converted were registered, and no such issue or delivery shall be
made unless and until the Person requesting such issue has paid to the Company
the amount of such tax or has established to the satisfaction of the Company
that such tax has been paid.


 


Section 14.09.      Conversion After Record Date.  If any Securities are surrendered for
conversion subsequent to the record date preceding an Interest Payment Date but
on or prior to such Interest Payment Date (except Securities called for
redemption on a redemption date between such record date and Interest Payment
Date), the Holder of such Securities at the close of business on such record
date shall be entitled to receive the interest payable on such Securities on
such Interest Payment Date notwithstanding the conversion thereof. Securities
surrendered for conversion during the period from the close of business on any
record date next preceding any Interest Payment Date to the opening of business
on such Interest Payment Date shall (except in the case of Securities which
have been called for redemption on a redemption date within such period) be
accompanied by payment in New York Clearing House funds or other funds
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the securities being surrendered for conversion.
Except as provided in this Section 14.09, no adjustments in respect of
payments of interest on securities surrendered for conversion or any dividends
or distributions or interest on the Common Stock issued upon conversion shall
be made upon the conversion of any Securities.


 


Section 14.10.      Corporate
Action Regarding Par Value of Common Stock.  Before taking any action which
would cause an adjustment reducing the applicable Conversion Price below the
then par value (if any) of the shares of Common Stock deliverable upon
conversion of the Securities, the Company will take any corporate action which
may, in the 


 


60

















 


opinion of its counsel, be necessary in order that
the Company may validly and legally issue fully paid and nonassessable shares
of Common Stock at such adjusted Conversion Price.


 


Section 14.11.      Company Determination Final.  Any determination that the Company or the
Board of Directors must make pursuant to this Article is conclusive.


 


Section 14.12.      Trustee’s Disclaimer.  The Trustee has no duty to determine when an
adjustment under this Article should be made, how it should be made or
what it should be.  The Trustee has no
duty to determine whether a supplemental indenture under this Article need
be entered into or whether the provisions of any supplemental indenture are
correct.  The Trustee makes no
representation as to the validity or value of any securities or assets issued
upon conversion of Securities. The Trustee shall not be responsible for the
Company’s failure to comply with this Article. Each Conversion Agent other than
the Company shall have the same protection under this Section as the
Trustee.


 


ARTICLE FIFTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, 

OFFICERS AND DIRECTORS


 


Section 15.01.      Indenture and Securities Solely Corporate
Obligations.  No recourse under or upon any obligations
covenant or agreement contained in this Indenture, or in any covenant or
agreement contained in this Indenture, or in any Security, or because of any
indebtedness evidenced thereby, shall be had against any past, present or
future incorporator, stockholder, officer or director, as such, of the Company
or of any successor Corporation, either directly or through the Company or any
successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released
by the acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities and coupons.


 


ARTICLE SIXTEEN

MISCELLANEOUS PROVISIONS


 


Section 16.01.      Benefits of Indenture Restricted to
Parties and Securityholders.  Nothing in this Indenture or in the
Securities or coupons, expressed or implied, shall give or be construed to give
to any person, firm or corporation, other than the parties hereto and their
successors and the Holders of the Securities or coupons, any legal or equitable
right, remedy or claim under this Indenture or under any covenant or provision
herein contained, all such covenants and provisions being for the sole benefit
of the parties hereto and their successors and of the Holders of the Securities
or coupons.


 


Section 16.02.      Provisions Binding on Company’s Successors.  All the covenants, stipulations,
promises and agreements in this Indenture contained by or on behalf of the
Company shall bind its successors and assigns, whether so expressed or not.


 


Section 16.03.      Addresses for Notices, etc.  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 the Holders of Securities to or on the Company may be
given or served by being deposited postage 


 


61

















 


prepaid first class mail in a
post office letter box addressed (until another address is filed by the Company
with the Trustee), as follows:  Aon
Corporation, 200 East Randolph Street, Chicago, Illinois 60601,
Attention:  Treasurer.  Any notice, direction, request or demand by
the Company any Securityholder to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made in writing
at its Corporate Trust Department, 2 N. LaSalle Street, Suite 1020,
Chicago, Illinois 60602, or at any other address previously furnished in
writing to the Company by the Trustee.


 


Section 16.04.      Evidence of Compliance with Conditions
Precedent.  Upon any application or demand 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 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 such application or demand
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or demand,
no additional certificate or opinion need be furnished.


 


Each certificate or opinion provided for in this Indenture and
delivered to the Trustee 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 has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and (4) a statement as
to whether or not, in the opinion of such person, such condition or covenant
has been complied with.


 


Section 16.05.      Legal Holidays.  In any case where the date of
maturity of any interest, premium or Additional Amounts on or principal of the
Securities or the date fixed for redemption of any Securities shall not be a
Business Day in a city where payment thereof is to be made, then payment of any
interest, premium or Additional Amounts on, or principal of, such Securities
need not be made on such date in such city 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 16.06.      Trust Indenture Act to Control.  If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture which is required to be included in this
Indenture by any of Sections 310 to 317, inclusive, of the Trust Indenture Act
of 1939, such required provision shall control.


 


Section 16.07.      Execution 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.


 


62

















 


Section 16.08.      New York Contract.  This Indenture and each Security
shall be deemed to be a contract made under the laws of the State of New York,
and for all purposes shall be governed by and construed in accordance with the
laws of said State.


 


Section 16.09.  Separability.  In case
any one or more of the provisions contained in this Indenture or in the
Securities of any series shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.


 


Section 16.10.  Assignment.  The Company will have the right at all times
to assign any of its rights or obligations under this Indenture to a direct or
indirect wholly-owned Subsidiary of the Company, provided that, in the event of
any such assignment, the Company will remain liable for all such obligations.
Subject to the foregoing, the Indenture is binding upon and inures to the
benefit of the parties thereto and their respective successors and assigns.
This Indenture may not otherwise be assigned by the parties hereto.


 


Section 16.11.  Waiver of Jury Trial.  EACH OF THE COMPANY AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION
CONTEMPLATED HEREBY.


 


Section 16.12.  Force Majeure.  In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond
its control, including, without limitation, strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services; it
being understood that the Trustee shall use reasonable best efforts which are
consistent with accepted practices in the banking industry to avoid and
mitigate the effects of such occurrences and to resume performance as soon as
practicable under the circumstances.


 


63

















 


IN WITNESS WHEREOF, each of the parties has caused this Indenture to be
duly signed, all as of the day and year first above written.


 


	
   

  	
  Aon
  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christa Davies 

  
	
   

  	
   

  	
  Name:
  Christa Davies 

  
	
   

  	
   

  	
  Title:
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The
  Bank of New York Mellon Trust Company, National Association

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Linda Garcia

  
	
   

  	
   

  	
  Name:
  Linda Garcia

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


64