Exhibit
4.1


 


CITY
NATIONAL CORPORATION


 


INDENTURE


 


Dated
as of September 13, 2010


 


THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


 


Trustee


 

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  
	
  Definitions
  and Other Provisions Of General Application

  
	
   

  	
   

  	
   

  
	
  SECTION
  1.01.

  	
  Definitions

  	
  1

  
	
  SECTION
  1.02.

  	
  Compliance
  Certificates and Opinions

  	
  6

  
	
  SECTION
  1.03.

  	
  Form of
  Documents Delivered to Trustee

  	
  7

  
	
  SECTION
  1.04.

  	
  Acts of
  Holders

  	
  7

  
	
  SECTION
  1.05.

  	
  Notices,
  etc., to Trustee and Company

  	
  9

  
	
  SECTION
  1.06.

  	
  Notices
  to Holders; Waiver

  	
  9

  
	
  SECTION
  1.07.

  	
  Language
  of Notices, etc.

  	
  10

  
	
  SECTION
  1.08.

  	
  Conflict
  with Trust Indenture Act

  	
  10

  
	
  SECTION
  1.09.

  	
  Effect of
  Headings and Table of Contents

  	
  10

  
	
  SECTION
  1.10

  	
  Successors
  and Assigns

  	
  10

  
	
  SECTION
  1.11.

  	
  Separability
  Clause

  	
  10

  
	
  SECTION
  1.12.

  	
  Benefits
  of Indenture

  	
  10

  
	
  SECTION
  1.13.

  	
  Legal
  Holidays

  	
  10

  
	
  SECTION
  1.14.

  	
  Governing
  Law

  	
  10

  
	
  SECTION
  1.15.

  	
  Waiver of
  Jury Trial

  	
  10

  
	
  SECTION
  1.16.

  	
  Force
  Majeure

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  
	
  Security Forms

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.01.

  	
  Forms
  Generally

  	
  10

  
	
  SECTION
  2.02.

  	
  Form of
  Securities

  	
  11

  
	
  SECTION
  2.03.

  	
  Form of
  Trustee’s Certificate of Authentication

  	
  11

  
	
  SECTION
  2.04.

  	
  Global
  Securities

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  
	
  The Securities

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.01.

  	
  Title and
  Terms

  	
  12

  
	
  SECTION
  3.02.

  	
  Denominations

  	
  14

  
	
  SECTION
  3.03.

  	
  Execution,
  Authentication, Delivery and Dating

  	
  14

  
	
  SECTION
  3.04.

  	
  Temporary
  Securities

  	
  15

  
	
  SECTION
  3.05.

  	
  Registration,
  Registration of Transfer and Exchange

  	
  17

  
	
  SECTION
  3.06.

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
  20

  
	
  SECTION
  3.07.

  	
  Payment
  of Interest; Interest Rights Preserved

  	
  20

  
	
  SECTION
  3.08.

  	
  Persons
  Deemed Owners

  	
  21

  
	
  SECTION
  3.09.

  	
  Cancellation

  	
  22

  
	
  SECTION
  3.10.

  	
  Computation
  of Interest

  	
  22

  
	
  SECTION
  3.11.

  	
  Form of
  Certification

  	
  22

  
	
  SECTION
  3.12.

  	
  Judgments

  	
  23

  
	
  SECTION
  3.13.

  	
  CUSIP
  Numbers

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  
	
  Redemption of Securities

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.01.

  	
  Applicability
  of Article

  	
  23

  
	
  SECTION
  4.02.

  	
  Election
  To Redeem; Notice to Trustee

  	
  23

  
	
  SECTION
  4.03.

  	
  Selection
  by Security Registrar of Securities To Be Redeemed

  	
  23

  
	
  SECTION
  4.04.

  	
  Notice of
  Redemption

  	
  24

  
	
  SECTION
  4.05.

  	
  Deposit
  of Redemption Price

  	
  24

  
	
  SECTION
  4.06.

  	
  Securities
  Payable on Redemption Date

  	
  25

  
	
  SECTION
  4.07.

  	
  Securities
  Redeemed in Part

  	
  25

  



 


i

















 


	
  ARTICLE FIVE

  
	
  Covenants

  
	
   

  	
   

  	
   

  
	
  SECTION
  5.01.

  	
  Payment
  of Principal, Premium and Interest

  	
  25

  
	
  SECTION
  5.02.

  	
  Maintenance
  of Office or Agency

  	
  25

  
	
  SECTION
  5.03.

  	
  Money for
  Security Payments To Be Held in Trust

  	
  26

  
	
  SECTION
  5.04.

  	
  Additional
  Amounts

  	
  27

  
	
  SECTION
  5.05.

  	
  Statement
  as to Compliance

  	
  28

  
	
  SECTION
  5.06.

  	
  Maintenance
  of Corporate Existence, Rights and Franchises

  	
  28

  
	
  SECTION
  5.07.

  	
  Limitation
  on Disposition of Stock of Banks

  	
  28

  
	
  SECTION
  5.08.

  	
  Waiver of
  Covenants

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  
	
  Holders’ Lists and Reports by Trustee and Company

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.01.

  	
  Company
  To Furnish Trustee Names and Addresses of Holders

  	
  29

  
	
  SECTION
  6.02.

  	
  Preservation
  of Information; Communications to Holders

  	
  29

  
	
  SECTION
  6.03.

  	
  Reports
  by Trustee

  	
  30

  
	
  SECTION
  6.04.

  	
  Reports
  by Company

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN
  Remedies

  
	
   

  	
   

  	
   

  
	
  SECTION
  7.01.

  	
  Events of
  Default

  	
  31

  
	
  SECTION
  7.02.

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
  32

  
	
  SECTION
  7.03.

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
  33

  
	
  SECTION
  7.04.

  	
  Trustee
  May File Proofs of Claim

  	
  33

  
	
  SECTION
  7.05.

  	
  Trustee
  May Enforce Claims Without Possession of Securities

  	
  34

  
	
  SECTION
  7.06.

  	
  Application
  of Money Collected

  	
  34

  
	
  SECTION
  7.07.

  	
  Limitation
  on Suits

  	
  34

  
	
  SECTION
  7.08.

  	
  Unconditional
  Right of Holders To Receive Principal, Premium and Interest

  	
  35

  
	
  SECTION
  7.09.

  	
  Restoration
  of Rights and Remedies

  	
  35

  
	
  SECTION
  7.10.

  	
  Rights
  and Remedies Cumulative

  	
  35

  
	
  SECTION
  7.11.

  	
  Delay or
  Omission Not Waiver

  	
  35

  
	
  SECTION
  7.12.

  	
  Control
  by Holders

  	
  35

  
	
  SECTION
  7.13.

  	
  Waiver of
  Past Defaults

  	
  35

  
	
  SECTION
  7.14.

  	
  Undertaking
  for Costs

  	
  36

  
	
  SECTION
  7.15.

  	
  Waiver of
  Stay or Extension Laws

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  
	
  The Trustee

  
	
   

  	
   

  	
   

  
	
  SECTION
  8.01.

  	
  Certain
  Duties and Responsibilities

  	
  36

  
	
  SECTION
  8.02.

  	
  Notice of
  Default

  	
  37

  
	
  SECTION
  8.03.

  	
  Certain
  Rights of Trustee

  	
  37

  
	
  SECTION
  8.04.

  	
  Not
  Responsible for Recitals or Issuance of Securities

  	
  38

  
	
  SECTION
  8.05.

  	
  May Hold
  Securities

  	
  38

  
	
  SECTION
  8.06.

  	
  Money
  Held in Trust

  	
  38

  
	
  SECTION
  8.07.

  	
  Compensation
  and Reimbursement

  	
  38

  
	
  SECTION
  8.08.

  	
  Disqualification;
  Conflicting Interests

  	
  39

  
	
  SECTION
  8.09.

  	
  Corporate
  Trustee Required; Eligibility

  	
  39

  
	
  SECTION
  8.10.

  	
  Resignation
  and Removal; Appointment of Successor

  	
  39

  
	
  SECTION
  8.11.

  	
  Acceptance
  of Appointment by Successor

  	
  40

  
	
  SECTION
  8.12.

  	
  Merger,
  Conversion, Consolidation or Succession to Business of Trustee

  	
  41

  
	
  SECTION
  8.13.

  	
  Preferential
  Collection of Claims Against Company

  	
  41

  
	
  SECTION 8.14.

  	
  Appointment
  of Authenticating Agents

  	
  42

  



 


ii

















 


	
  ARTICLE NINE

  
	
  Supplemental Indentures

  
	
   

  	
   

  	
   

  
	
  SECTION
  9.01.

  	
  Supplemental
  Indentures Without Consent of Holders

  	
  43

  
	
  SECTION
  9.02.

  	
  Supplemental
  Indentures With Consent of Holders

  	
  44

  
	
  SECTION
  9.03.

  	
  Execution
  of Supplemental Indentures

  	
  45

  
	
  SECTION
  9.04.

  	
  Effect of
  Supplemental Indentures

  	
  45

  
	
  SECTION
  9.05.

  	
  Conformity
  with Trust Indenture Act

  	
  45

  
	
  SECTION
  9.06.

  	
  Reference
  in Securities to Supplemental Indentures

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  
	
  Consolidation,
  Merger, Conveyance or Transfer

  
	
   

  	
   

  	
   

  
	
  SECTION
  10.01.

  	
  Company
  May Consolidate, etc., Only on Certain Terms

  	
  45

  
	
  SECTION
  10.02.

  	
  Successor
  Corporation Substituted

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  
	
  Satisfaction
  and Discharge

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.01.

  	
  Satisfaction
  and Discharge of Indenture

  	
  46

  
	
  SECTION
  11.02.

  	
  Application
  of Trust Money

  	
  47

  
	
  SECTION
  11.03.

  	
  Reinstatement

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  
	
  Immunity of
  Incorporators, Stockholders, Officers and Directors

  
	
   

  	
   

  	
   

  
	
  SECTION
  12.01.

  	
  Exemption
  from Individual Liability

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  THIRTEEN

  
	
  Sinking Funds

  
	
   

  	
   

  	
   

  
	
  SECTION
  13.01.

  	
  Applicability
  of Article

  	
  47

  
	
  SECTION
  13.02.

  	
  Satisfaction
  of Sinking Fund Payments with Securities

  	
  48

  
	
  SECTION
  13.03.

  	
  Redemption
  of Securities for Sinking Fund

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FOURTEEN

  
	
  Repayment at
  the Option of Holders

  
	
   

  	
   

  	
   

  
	
  SECTION
  14.01.

  	
  Applicability
  of Article

  	
  48

  
	
  SECTION
  14.02.

  	
  Repayment
  of Securities

  	
  48

  
	
  SECTION
  14.03.

  	
  Exercise
  of Option, Notice

  	
  48

  
	
  SECTION
  14.04.

  	
  Election
  of Repayment by Remarketing Entities

  	
  49

  
	
  SECTION
  14.05.

  	
  Securities
  Payable on the Repayment Date

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FIFTEEN

  
	
  Meetings of
  Holders of Securities

  
	
   

  	
   

  	
   

  
	
  SECTION
  15.01.

  	
  Purposes
  for Which Meetings May Be Called

  	
  49

  
	
  SECTION
  15.02.

  	
  Call,
  Notice and Place of Meetings

  	
  50

  
	
  SECTION
  15.03.

  	
  Persons
  Entitled to Vote at Meetings

  	
  50

  
	
  SECTION
  15.04.

  	
  Quorum;
  Action

  	
  50

  
	
  SECTION
  15.05.

  	
  Determination
  of Voting Rights; Conduct and Adjournment of Meetings

  	
  51

  
	
  SECTION
  15.06.

  	
  Counting
  Votes and Recording Action of Meetings

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  SIXTEEN

  
	
  Miscellaneous

  
	
   

  	
   

  	
   

  
	
  SECTION
  16.01.

  	
  Counterparts

  	
  52

  



 


iii

















 


CROSS-REFERENCE
TABLE


 


	
  TIA Section

  	
   

  	
   

  	
   

  	
  Indenture

  Section

  
	
  310

  	
   

  	
  (a)(1)

  	
   

  	
  8.09

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
  8.09

  
	
   

  	
   

  	
  (a)(3)

  	
   

  	
  N.A.

  
	
   

  	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  
	
   

  	
   

  	
  (b)

  	
   

  	
  8.08;
  8.10

  
	
   

  	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
   

  	
  (a)

  	
   

  	
  8.13

  
	
   

  	
   

  	
  (b)

  	
   

  	
  8.13

  
	
   

  	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  312

  	
   

  	
  (a)

  	
   

  	
  6.01;
  6.02

  
	
   

  	
   

  	
  (b)

  	
   

  	
  6.02

  
	
   

  	
   

  	
  (c)

  	
   

  	
  6.02

  
	
  313

  	
   

  	
  (a)

  	
   

  	
  6.03

  
	
   

  	
   

  	
  (b)(1)

  	
   

  	
  6.03

  
	
   

  	
   

  	
  (b)(2)

  	
   

  	
  6.03

  
	
   

  	
   

  	
  (c)

  	
   

  	
  6.03

  
	
   

  	
   

  	
  (d)

  	
   

  	
  6.03

  
	
  314

  	
   

  	
  (a)

  	
   

  	
  6.04;
  5.05

  
	
   

  	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
   

  	
  (c)(1)

  	
   

  	
  1.02

  
	
   

  	
   

  	
  (c)(2)

  	
   

  	
  1.02

  
	
   

  	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
   

  	
  (d)

  	
   

  	
  N.A.

  
	
   

  	
   

  	
  (e)

  	
   

  	
  1.02

  
	
   

  	
   

  	
  (f)

  	
   

  	
  1.02

  
	
  315

  	
   

  	
  (a)

  	
   

  	
  8.01

  
	
   

  	
   

  	
  (b)

  	
   

  	
  8.02

  
	
   

  	
   

  	
  (c)

  	
   

  	
  8.01

  
	
   

  	
   

  	
  (d)

  	
   

  	
  8.01

  
	
   

  	
   

  	
  (e)

  	
   

  	
  7.14

  
	
  316

  	
   

  	
  (a)

  	
   

  	
   

  
	
  (last sentence)

  	
   

  	
   

  	
   

  	
  1.01

  
	
   

  	
   

  	
  (a)(1)(A)

  	
   

  	
  7.12

  
	
   

  	
   

  	
  (a)(1)(B)

  	
   

  	
  7.13

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  
	
   

  	
   

  	
  (b)

  	
   

  	
  7.08

  
	
   

  	
   

  	
  (c)

  	
   

  	
  1.04

  
	
  317

  	
   

  	
  (a)(1)

  	
   

  	
  7.03

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
  7.04

  
	
   

  	
   

  	
  (b)

  	
   

  	
  5.03

  
	
  318

  	
   

  	
  (a)

  	
   

  	
  N.A.

  
							



 


N.A.
Means Not Applicable.


 


Note:  This Cross-Reference Table shall not, for any
purpose, be deemed to be part of this indenture.


 


iv
















 


INDENTURE, dated as of [·], between CITY NATIONAL CORPORATION, a corporation
duly organized and existing under the laws of the State of Delaware (herein
called the “Company”), having its principal office at 555 South Flower Street,
Los Angeles, California 90071, and THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., a national banking association duly organized and existing under the laws
of the United States, as Trustee (herein called the “Trustee”).


 


RECITALS
OF THE COMPANY


 


The Company deems it
necessary from time to time to issue its unsecured debentures, notes, bonds and
other evidences of indebtedness to be issued in one or more series (hereinafter
called the “Securities”) as hereinafter set forth, and to provide therefor the
Company has duly authorized the execution and delivery of this Indenture.


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


 


Definitions and Other Provisions Of General
Application


 


SECTION 1.01.   
Definitions.  For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


 


(i)            the term “this Indenture” means this instrument as
originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of particular series
of Securities established as contemplated by Section 3.01;


 


(ii)           all references in this instrument to
designated “Articles,” “Sections” and other subdivisions are to the designated
Articles, Sections and other subdivisions of this Indenture.  The words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision.  The words “including” and words of similar
import shall mean “including, without limitation,” unless otherwise specified.  The word “or” shall not be exclusive;


 


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


 


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


 


(v)           all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles, and, except as may be otherwise expressly provided herein or in one
or more indentures supplemental hereto, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted at the date of
such computation.


 


“Act,” when used with
respect to any Holder, has the meaning specified in Section 1.04.


 

















 


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


 


“Authenticating Agent” means
any Person authorized to act on behalf of the Trustee to authenticate
Securities pursuant to Section 8.14.


 


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


 


“Authorized Officer” means
the Chairman of the Board, the President, any Vice Chairman of the Board, the
Chief Financial Officer, any Vice President, the Treasurer, the Secretary, the
Comptroller, any Assistant Comptroller, any Assistant Treasurer or any
Assistant Secretary of the Company.


 


“Bearer Security” means any
Security in the form established pursuant to Section 2.02 which is payable
to bearer, including, without limitation, unless the context otherwise
indicates, a Security in global bearer form.


 


“Board of Directors” means (i) the
board of directors of the Company or any duly authorized committee of that
board or (ii) the Chairman, any Vice Chairman, the President or any Vice
President of the Company, in each case, duly authorized by the board of
directors of the Company to take a specified action or make a specified
determination.


 


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


 


“Business Day” means any
day, other than a Saturday or Sunday, on which banking institutions in Los
Angeles, California, New York, New York and any Place of Payment for the
Securities are open for business.


 


“Clearstream” means
Clearstream Banking, S.A., or its successors.


 


“Commission” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act, or if any time after the execution and delivery of this
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.


 


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


 


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


 


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


 


“corporation” includes
corporations, associations, companies and business trusts.


 


“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 500 S. Flower Street, 7th Floor, Los
Angeles, California 90017, Attention: 
Corporate Unit, 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 Trustee (or such other address as such
successor Trustee may designate from time to time by notice to the Holders and
the Company).


 


2

















 


“coupon” means any interest
coupon appertaining to a Bearer Security.


 


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


 


“Depositary” means, with
respect to the Securities of any series issuable or issued in the form of a
Global Security, the Person designated as Depositary by the Company pursuant to
Section 3.01 until a successor Depositary shall have been appointed
pursuant to Section 3.05, and thereafter “Depositary” shall mean or
include each Person who is then a Depositary hereunder, and if at any time
there is more than one such Person, “Depositary” as used with respect to the
Securities of any such series shall mean the Depositary with respect to the
Securities of that series.


 


“Designated Currency” has
the meaning specified in Section 3.12.


 


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


 


“Euroclear” means Euroclear
Bank S.A./N.V., as operator of the Euroclear System, or any successor
securities clearing agency.


 


“Event of Default” has the
meaning specified in Section 7.01.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, and any statute
successor thereto.


 


“Exchange Rate” means,
unless otherwise specified with respect to any Securities pursuant to
Section 3.01, (1) for any conversion involving a currency unit on the
one hand and Dollars or any Foreign Currency on the other, the exchange rate
between the relevant currency unit and Dollars or such Foreign Currency
calculated by the method specified pursuant to Section 3.01 for the
Securities of the relevant series, (2) for any conversion of Dollars into
any Foreign Currency, the noon (New York City time) buying rate for such
Foreign Currency for cable transfers quoted in New York City as certified for
customs purposes by the Federal Reserve Bank of New York and (3) for any
conversion of one Foreign Currency into Dollars or another Foreign Currency,
the spot rate at noon local time in the relevant market at which, in accordance
with normal banking procedures, the Dollars or Foreign Currency into which
conversion is being made could be purchased with the Foreign Currency from
which conversion is being made from major banks located in either New York
City, London or any other principal market for Dollars or such purchased
Foreign Currency, in each case determined by the Exchange Rate Agent. Unless
otherwise specified with respect to any Securities pursuant to Section 3.01,
in the event of the unavailability of any of the exchange rates provided for in
clauses (1), (2) and (3) of this definition, the Exchange Rate
Agent shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in New York City,
London or another principal market for the currency in question, or such other
quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise
specified by the Exchange Rate Agent, if there is more than one market for
dealing in any currency by reason of foreign exchange regulations or otherwise,
the market to be used in respect of such currency shall be that upon which a
non-resident issuer of securities designated in such currency would purchase
such currency in order to make payments in respect of such securities.


 


“Exchange Rate Agent” means,
with respect to Securities of or within any series unless otherwise specified
with respect to any Securities pursuant to Section 3.01, a New York
Clearing House bank designated pursuant to Section 3.01.


 


“Exchange Rate Officer’s
Certificate” with respect to any date for the payment of principal of (and
premium, if any) and interest on any series of Securities, means a certificate
setting forth the applicable Exchange Rate and the amounts payable in Dollars
and Foreign Currencies in respect of the principal of (and premium, if any) and
interest on Securities denominated in any composite currency or Foreign
Currency, and signed by the Chairman of the Board, a Vice Chairman of the
Board, the President, the Chief Financial Officer, any Vice President, the
Treasurer or any Assistant Treasurer of the Company or the Exchange Rate Agent
appointed pursuant to Section 3.01 and delivered to the Trustee.


 


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


 


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


 


“Global Security” means a
Security issued to evidence all or a part of a series of Securities in
accordance with Section 3.03.


 


“Holder,” with respect to a
Registered Security, means a Person in whose name such Registered Security is
registered in the Security Register and, with respect to a Bearer Security (or
any temporary Global Security) or a coupon, means the bearer thereof.


 


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


 


“Interest Payment Date,”
when used with respect to any series of Securities, means the Stated Maturity
of an installment of interest on such Securities.


 


3

















 


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


 


“Officers’ Certificate”
means a certificate signed by the Chairman of the Board, the President, a Vice
Chairman of the Board, the Chief Financial Officer or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Comptroller, an Assistant
Comptroller, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee.  Each such
certificate shall contain the statements set forth in Section 1.02, if
applicable.


 


“Opinion of Counsel” means a
written opinion of counsel, who may (except as otherwise expressly provided in
this Indenture) be an employee of the Company. 
Each such opinion shall contain the statements set forth in Section 1.02,
if applicable.


 


“Original Issue Discount
Security” means any Security which provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 7.02.


 


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


 


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


 


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


 


(iii)          such Securities in lieu of which other
Securities have been authenticated and delivered pursuant to Section 3.06
of this Indenture;


 


provided, however, that in determining whether the Holders of the
requisite principal amount of such Securities Outstanding have given any
request, demand, authorization, direction, notice, consent or waiver hereunder
or whether a quorum is present at a meeting of Holders of Securities, the
principal amount of Original Issue Discount Securities that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a
declaration of acceleration of the Maturity thereof pursuant to Section 7.02,
and Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be disregarded.  Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or such other obligor.


 


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


 


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


 


4

















 


“Place of Payment,” when
used with respect to the Securities of any series, means the place or places
where, subject to the provisions of Section 5.02, the principal of (and
premium, if any) and interest on the Securities of that series are payable as
specified in accordance with Section 3.01.


 


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


 


“Principal Paying Agent”
means the Paying Agent, if any, designated as such by the Company pursuant to Section 3.01
of this Indenture.


 


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


 


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


 


“Registered Security” means
any Security in the form established pursuant to Section 2.02 which is
registered in the Security Register.


 


“Regular Record Date” for
the interest payable on any Security on any Interest Payment Date means the
date, if any, specified in such Security as the “Regular Record Date.”


 


“Remarketing Entity,” when
used with respect to the Securities of any series which are repayable at the
option of the Holders thereof before their Stated Maturity, means any Person
designated by the Company to purchase any such Securities.


 


“Repayment Date,” when used
with respect to any Security to be repaid upon exercise of option for repayment
by the Holder, means the date fixed for such repayment pursuant to this
Indenture.


 


“Repayment Price,” when used
with respect to any Security to be repaid upon exercise of option for repayment
by the Holder, means the price at which it is to be repaid pursuant to this
Indenture.


 


“Responsible Officer,” when
used with respect to the Trustee, means any officer of the Trustee with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer of the
Trustee to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.


 


“Security” or “Securities”
means any Security or Securities, as the case may be, authenticated and
delivered under this Indenture; provided, however, that, if at any time there is more than one Person
acting as Trustee under this Indenture, “Securities,” with respect to any such
Person, shall mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such Person is not
Trustee.


 


“Security Register” has the
meaning specified in Section 3.05.


 


“Security Registrar” and “Co-Security
Registrar” have the meaning specified in Section 3.05.


 


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


 


5

















 


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


 


“Subsidiary of the Company”
or “Subsidiary” means a Person at least a majority of the outstanding voting
securities or interests of which is owned, directly or indirectly, by the
Company or by one or more Subsidiaries of the Company, or by the Company and
one or more Subsidiaries of the Company.


 


As used under this
definition, the term “voting stock” means stock having ordinary voting power
for the election of directors irrespective of whether or not stock of any other
class or classes shall have or might have voting power by reason of the
happening of any contingency.


 


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


 


“Trust Indenture Act” or “TIA”
(except as herein otherwise expressly provided) means the Trust Indenture Act
of 1939, as in force at the date as of which this instrument was executed, and,
to the extent required by law, as amended.


 


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


 


“United States Alien,”
except as otherwise provided in or pursuant to this Indenture, means any Person
who, for United States Federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a nonresident alien fiduciary of a foreign estate
or trust, or a foreign partnership, one or more of the members of which is, for
United States Federal income tax purposes, a foreign corporation, a nonresident
alien individual or a nonresident alien fiduciary of a foreign estate or trust.


 


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


 


SECTION 1.02.   
Compliance Certificates and Opinions.  Upon any application or request by the
Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.


 


Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Indenture (except as otherwise expressly provided in this Indenture) shall
include:


 


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


 


(ii)           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;


 


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


 


6

















 


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


 


SECTION 1.03.   
Form of Documents Delivered to Trustee.  In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such matters in one or
several documents.


 


Any certificate or opinion
of an officer of the Company may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel.  Any such certificate or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company
stating that the information with respect to such factual matters is in the
possession of the Company.


 


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


 


SECTION 1.04.   
Acts of Holders.  (i)  Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders or Holders of any series may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by an agent duly appointed in writing.  If Securities of a series are issuable in
whole or in part as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders may, alternatively, be embodied in and
evidenced by the record of Holders of Securities voting in favor thereof,
either in person or by proxies duly appointed in writing, at any meeting of
Holders of Securities duly called and held in accordance with the provisions of
Article Fifteen, or a combination of such instruments and any such
record.  Except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee, and, where it is
hereby expressly required, to the Company. 
Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Holders signing such instrument or instruments and so voting at
any such meeting.  Proof of execution of
any such instrument or of a writing appointing any such agent, or the holding
by any Person of a Security, shall be sufficient for any purpose of this
Indenture and (subject to Section 8.01) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.  The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 15.06.


 


(ii)           The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by the
certificate of any notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof.  Where such execution is by or on behalf of
any legal entity other than an individual, such certificate or affidavit shall
also constitute proof of the authority of the Person executing the same.  The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.


 


(iii)          The
ownership of Registered Securities shall be proved by the Security Register.


 


(iv)          The
principal amount and serial numbers of Bearer Securities held by any Person,
and the date of holding the same, may be proved by the production of such
Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank or other depositary, wherever situated, if such certificate shall
be deemed by the Trustee to be satisfactory, showing that at the date therein
mentioned such Person had on deposit with such depositary, or exhibited to it,
the Bearer Securities therein described; or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer Securities, if such
certificate or affidavit is deemed by the Trustee to be satisfactory.  The Trustee and the Company may assume that
such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, 


 


7

















 


or
(2) such Bearer Security is produced to the Trustee by some other Person,
or (3) such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer Outstanding.


 


(v)           The
fact and date of execution of any such instrument or writing, the authority of
the Person executing the same and the principal amount and serial numbers of
Bearer Securities held by the Person so executing such instrument or writing
and the date of holding the same may also be proved in any other manner which
the Trustee deems sufficient; and the Trustee may in any instance require
further proof with respect to any of the matters referred to in this Section.


 


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


 


(vii)         For
purposes of determining the principal amount of Outstanding Securities of any
series the Holders of which are required, requested or permitted to give any
request, demand, authorization, direction, notice, consent, waiver or take any
other Act under the Indenture, each Security denominated in a Foreign Currency
or composite currency shall be deemed to have the principal amount determined
by the Exchange Rate Agent by converting the principal amount of such Security
in the currency in which such Security is denominated into Dollars at the
Exchange Rate as of the date such Act is delivered to the Trustee and, where it
is hereby expressly required, to the Company, by Holders of the required
aggregate principal amount of the Outstanding Securities of such series (or, if
there is no such rate on such date, such rate on the date determined as
specified as contemplated in Section 3.01).


 


(viii)        The
Company may, in the circumstances permitted by the Trust Indenture Act, set a
record date for purposes of determining the identity of Holders of Securities
of any series entitled to give any request, demand, authorization, direction,
notice, consent, waiver or take any other Act, or to vote or consent to any
action by vote or consent authorized or permitted to be given or taken by
Holders of Securities of such series.  If
not set by the Company prior to the first solicitation of a Holder of
Securities of such Series made by any Person in respect of any such
action, or in the case of any such vote, prior to such vote, such record date
shall be the later of 30 days prior to the first solicitation of such consent
or the date of the most recent list of Holders of such Securities furnished to
the Trustee pursuant to Section 6.01 prior to such solicitation.


 


(ix)          Without
limiting the foregoing, a Holder entitled hereunder to take any action
hereunder with regard to any particular Security may do so with regard to all
or any part of the principal amount of such Security or by one or more duly
appointed agents, each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.  Any notice given or action taken by a Holder
or its agents with regard to different parts of such principal amount pursuant
to this paragraph shall have the same effect as if given or taken by separate
Holders of each such different part.


 


(x)           Without
limiting the generality of the foregoing, unless otherwise specified pursuant
to Section 3.01 or pursuant to one or more indentures supplemental hereto,
a Holder, including a Depositary that is the Holder of a Global Security, may
make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other
action provided in this Indenture to be made, given or taken by Holders, and a
Depositary that is the Holder of a Global Security may provide its proxy or
proxies to the beneficial owners of interests in any such Global Security
through such Depositary’s standing instructions and customary practices.


 


(xi)          The
Company may fix a record date for the purpose of determining the Persons who
are beneficial owners of interests in any Global Security held by a Depositary
entitled under the procedures of such Depositary to make, give or take, by a
proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture
to be made, given or taken by Holders. 
If such a record date is fixed, the Holders on such record date or their
duly appointed proxy or proxies, and only such Persons, shall be entitled to
make, give or take such request, demand, authorization, direction, notice,
consent, waiver or other action, whether or not such Holders remain Holders after
such record date.  No such request,
demand, 


 


8

















 


authorization,
direction, notice, consent, waiver or other action shall be valid or effective
if made, given or taken more than 90 days after such record date.


 


SECTION 1.05.   
Notices, etc., to Trustee and Company.  Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided
or permitted by this Indenture to be made upon, given or furnished to, or filed
with:


 


(i)            the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Principal Corporate Trust Office,
Attention:  Corporate Unit; or


 


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


 


The
Trustee agrees to accept and act upon instructions or directions pursuant to
this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other
similar unsecured electronic methods, provided, however, that the Trustee shall
have received an incumbency certificate listing persons designated to give such
instructions or directions and containing specimen signatures of such
designated persons, which such incumbency certificate shall be amended and
replaced whenever a person is to be added or deleted from the listing.  If the Issuer elects to give the Trustee
e-mail or facsimile instructions (or instructions by a similar electronic
method) and the Trustee in its discretion elects to act upon such instructions,
the Trustee’s understanding of such instructions shall be deemed controlling.
The Trustee shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Trustee’s reliance upon and compliance with
such instructions notwithstanding such instructions conflict or are
inconsistent with a subsequent written instruction. The Issuer agrees to assume
all risks arising out of the use of such electronic methods to submit
instructions and directions to the Trustee, including without limitation the
risk of the Trustee acting on unauthorized instructions, and the risk or
interception and misuse by third parties.


 


SECTION 1.06.   
Notices to Holders; Waiver.  Where this Indenture or any Security provides
for notice to Holders of any event:


 


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


 


(2)           such notice shall be sufficiently
given to Holders of Bearer Securities if published in an Authorized Newspaper
in The City of New York and, if the Securities of such series are then listed
on the London Stock Exchange plc and such stock exchange shall so require, in
London and, if the Securities of such series are then listed on the Luxembourg
Stock Exchange and such stock exchange shall so require, in Luxembourg and, if
the Securities of such series are then listed on any other stock exchange and
such stock exchange shall so require, in any other required city outside the
United States, or, if not practicable, elsewhere in Europe on a Business Day at
least twice, the first such publication to be not earlier than the earliest
date, and not later than the latest date, prescribed for the giving of such
notice.  In case by reason of the
suspension of regular mail service or by reason of any other cause it shall be
impracticable to give such notice to Holders of Registered Securities by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.  In any case where notice to Holders of
Registered Securities is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder of
Registered Securities shall affect the sufficiency of such notice with respect
to other Holders of Registered Securities or the sufficiency of any notice by
publication to Holders of Bearer Securities given as provided above.  If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not the addressee receives
it.


 


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


 


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


 


9
















 


SECTION 1.07.   
Language of Notices, etc.  Any request, demand, authorization,
direction, notice, consent, or waiver required or permitted under this
Indenture shall be in the English language, except that any published notice
may be in an official language of the country of publication, as may be
specified in a form of Security or, in the absence of such specification, as
directed in writing by the Company.


 


SECTION 1.08.   
Conflict with Trust Indenture Act.  If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by, or with
another provision (an “incorporated provision”) included in this Indenture by
operation of, Sections 310 to 318, inclusive, of the TIA, such imposed duties
or incorporated provision shall control.


 


SECTION 1.09.   
Effect of Headings and Table of Contents.  The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


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


 


SECTION 1.11.   
Separability Clause.  In case any provision in this Indenture or in
the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


 


SECTION 1.12.   
Benefits of Indenture.  Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.


 


SECTION 1.13.   
Legal Holidays.  Unless otherwise provided as contemplated by Section 3.01
with respect to any series of Securities, in any case where any Interest
Payment Date, Stated Maturity, Repayment Date or Redemption Date of any
Security or any date on which any Defaulted Interest is proposed to be paid
shall not be a Business Day at any Place of Payment, then (notwithstanding any
other provisions of the Securities or this Indenture) payment of the principal
of, premium, if any, or interest on any Securities need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the Interest Payment Date,
Stated Maturity, Repayment Date or Redemption Date or on the date on which
Defaulted Interest is proposed to be paid, and, if such payment is made on such
next succeeding Business Day, no interest shall accrue on such payment for the
intervening period from and after any such original Interest Payment Date,
Stated Maturity, Repayment Date or Redemption Date, or date on which Defaulted
Interest is proposed to be paid, as the case may be.


 


SECTION 1.14.   
Governing Law.  This Indenture and the Securities shall be
construed in accordance with and governed by the laws of the State of New York.


 


SECTION 1.15    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 NOTES
OR THE TRANSACTION CONTEMPLATED HEREBY.


 


SECTION 1.16    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 efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the
circumstances.


 


ARTICLE TWO


 


Security Forms


 


SECTION 2.01.   
Forms Generally.  All Securities and any related coupons shall
have such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities or coupons, as evidenced by their execution
of the Securities or coupons.


 


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


 


Unless otherwise provided as
contemplated by Section 3.01 with respect to any series of Securities, the
Securities of each series shall be issuable in registered form without
coupons.  If so provided as contemplated
by Section 3.01, the Securities of a series shall be issuable solely in
bearer form, or in both registered form and bearer 


 


10

















 


form.  Unless otherwise specified as contemplated by
Section 3.01, Securities in bearer form shall have interest coupons
attached.


 


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


 


SECTION 2.02.   
Form of Securities.  Each Security and coupon shall be in one of
the forms approved from time to time by or pursuant to a Board Resolution or an
indenture supplemental hereto.  Upon or
prior to the delivery of a Security or coupons in any such form to the Trustee
for authentication, the Company shall deliver to the Trustee the following:


 


(i)                                     such indenture supplemental hereto or the Board Resolution by or pursuant
to which such form of Security or coupons has been approved, certified by the
Secretary or an Assistant Secretary of the Company;


 


(ii)                                  the Officers’ Certificate required by Section 3.01 of this
Indenture;


 


(iii)                               the Company Order required by Section 3.03 of this Indenture; and


 


(iv)                              the Opinion of Counsel required by Section 3.03 of this Indenture.


 


If temporary Securities of
any series are issued in global form as permitted by Section 3.04, the
form thereof also shall be established as provided in this Section 2.02.


 


SECTION 2.03.   
Form of Trustee’s Certificate of
Authentication.


 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST COMPANY, N.A.,

  
	
   

  	
  as Trustee,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  



 


Date:


 


SECTION 2.04.   
Global Securities.  If Securities of a series are issuable in
whole or in part in global form, as specified as contemplated by Section 3.01,
then, notwithstanding clause (xii) of Section 3.01 and the provisions
of Section 3.02, such Global 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 or increased to
reflect exchanges or increased to reflect the issuance of additional
uncertificated securities of such series. 
Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made in such manner and upon instructions given by such Person
or Persons as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 3.03 or Section 3.04.


 


Global Securities may be
issued in either registered or bearer form and in either temporary or permanent
form.


 


11

















 


ARTICLE THREE


 


The Securities


 


SECTION 3.01.   
Title and Terms.  The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is
unlimited.  The Securities may be issued
up to the aggregate principal amount of Securities from time to time authorized
by or pursuant to a Board Resolution.


 


The Securities may be issued
in one or more series.  All Securities of
each series issued under this Indenture shall in all respects be equally and
ratably entitled to the benefits hereof with respect to such series without
preference, priority or distinction on account of the actual time or times of
the authentication and delivery or Maturity of the Securities of such
series.  There shall be established in or
pursuant to a Board Resolution, and set forth in, or determined in the manner
provided in, an Officers’ Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:


 


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


 


(ii)           any limit upon the aggregate
principal amount or aggregate initial public offering price 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 that series
pursuant to this Article Three or Sections 4.07, 9.06 or 14.03);


 


(iii)          the priority of payment, if any, of
the Securities;


 


(iv)          the price or prices (which may be
expressed as a percentage of the aggregate principal amount thereof) at which
the Securities will be issued;


 


(v)           the date or dates on which the principal and premium, if
any, of the Securities of the series is payable;


 


(vi)          the rate or rates at which the
Securities of the series shall bear interest, if any, or the method or methods
by which such rates may be determined, if any, the date or dates from which
such interest shall accrue, the Interest Payment Dates on which such interest
shall be payable, the Regular Record Date for the interest payable on any
Interest Payment Date and the basis upon which interest shall be calculated if
other than that of a 360-day year consisting of twelve 30-day months;


 


(vii)         the extent to which any of the
Securities will be issuable in temporary or permanent global form, and in such
case, the Depositary for such Global Security or Securities, the terms and
conditions, if any, upon which such Global Security may be exchanged in whole
or in part for definitive securities, and the manner in which any interest
payable on a temporary or permanent Global Security will be paid, whether or
not consistent with Section 3.04 or 3.05;


 


(viii)        the office or offices or agency where,
subject to Section 5.02, the Securities may be presented for registration
of transfer or exchange;


 


(ix)          the place or places where, subject to
the provisions of Section 5.02, the principal of (and premium, if any) and
interest, if any, on Securities of the series shall be payable;


 


(x)           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;


 


(xi)          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 


 


12

















 


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;


 


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


 


(xiii)        the currency or currencies of
denominations of the Securities of any series, which may be in Dollars, any
Foreign Currency or any composite currency, and, if any such currency of
denomination is a composite currency, the agency or organization, if any,
responsible for overseeing such composite currency;


 


(xiv)        the currency or currencies in which
payment of the principal of (and premium, if any) and interest on the
Securities will be made, the currency or currencies, if any, in which payment
of the principal of (and premium, if any) or the interest on Registered
Securities, at the election of each of the Holders thereof, may also be payable
and the periods within which and the terms and conditions upon which such
election is to be made and the Exchange Rate and the Exchange Rate Agent;


 


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


 


(xvi)        whether Securities of the series are to
be issuable as Registered Securities, Bearer Securities or both, whether
Securities of the series are to be issuable with or without coupons or both
and, in the case of Bearer Securities, the date as of which such Bearer Securities
shall be dated if other than the date of original issuance of the first
Security of such series of like tenor and term to be issued;


 


(xvii)       whether, and under what conditions,
additional amounts will be payable to Holders of Securities of the series pursuant
to Section 5.04;


 


(xviii)      whether any of the Securities will be
issued as Original Issue Discount Securities and the portion of the principal
amount of such Securities which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 7.02;


 


(xix)        information with respect to book-entry
procedures, if any;


 


(xx)         any addition to or change in the Events
of Default or covenants of the Company pertaining to the Securities of the
series; and


 


(xxi)        any other terms of the series.


 


All Securities of any one
series and the coupons appertaining to Bearer Securities of such series, if
any, shall be substantially identical except, in the case of Registered
Securities, as to denomination and except as may otherwise be provided in or
pursuant to such Board Resolution and set forth, or determined in the manner
provided in such Officers’ Certificate or in any indenture supplemental hereto.


 


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 or Repayment Dates and may be denominated in
different currencies or payable in different currencies.


 


Notwithstanding Section 3.01(ii) and
unless otherwise expressly provided with respect to a series of Securities, the
aggregate principal amount of a series of Securities may be increased and
additional Securities of 


 


13

















 


such series may be issued up
to the maximum aggregate principal amount authorized with respect to such
series as increased.


 


SECTION 3.02.   
Denominations.  The Securities of each series shall be
issuable in such form and denominations as shall be specified as contemplated
by Section 3.01. In the absence of any specification with respect to the
Securities of any series, the Registered Securities of each series shall be
issuable only as Securities without coupons in denominations of $1,000 and any
integral multiple thereof and the Bearer Securities of each series, if any,
shall be issuable with coupons and in denominations of $5,000 and any integral
multiple thereof.


 


SECTION 3.03.   
Execution, Authentication, Delivery and Dating.  The Securities shall be executed on behalf of
the Company by its Chairman of the Board, its Chief Financial Officer, its
President, a Vice Chairman of the Board, or one of its Vice Presidents or its
Treasurer and by its Secretary or one of its Assistant Secretaries.  The signatures of any or all of these
officers on the Securities may be manual or facsimile.  Coupons shall bear the facsimile signature of
the Company’s Chairman of the Board, its President, a Vice Chairman of the
Board, its Chief Financial Officer, one of its Vice Presidents or its
Treasurer.


 


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


 


At any time and from time to
time after the execution and delivery of this Indenture, the Company may
deliver Securities of any series, together with any coupons appertaining
thereto, executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Securities,
and the Trustee shall, upon receipt of the Company Order, authenticate and
deliver such Securities as in this Indenture provided and not otherwise; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided  further that a
Bearer Security may be delivered in connection with its original issuance only
if the Person entitled to receive such Bearer Security shall have delivered to
the Trustee, or such other Person as shall be specified in a temporary Global
Security delivered pursuant to Section 3.04, a certificate in the form
required by Section 3.11(i).


 


If the Company shall
establish pursuant to Section 3.01 that the Securities of a series are to
be issued in whole or in part in the form of one or more Global Securities in
registered or permanent bearer form, then the Company shall execute and the
Trustee shall, in accordance with this Section and a Company Order for the
authentication and delivery of such Global Securities with respect to such
series, authenticate and deliver one or more Global Securities in permanent or
temporary form that (i) shall represent and shall be denominated in an
aggregate amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by one or more Global Securities, (ii) shall
be registered, if in registered form, in the name of the Depositary for such
Global Security or Securities or the nominee of such Depositary, and (iii) shall
be delivered by the Trustee to such Depositary or pursuant to such Depositary’s
instructions.


 


Each Depositary designated
pursuant to Section 3.01 for a Global Security in registered form must, at
the time of its designation and at all times while it serves as Depositary, be
a clearing agency registered under the Exchange Act and any other applicable
statute or regulation.


 


In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall receive, and (subject to Section 8.01)
shall be fully protected in relying upon, an Opinion of Counsel complying with Section 1.02
and stating that:


 


(i)            the form of such Securities and coupons, if any, has been
established in conformity with the provisions of this Indenture;


 


(ii)           the terms of such Securities and
coupons, if any, or the manner of determining such terms, have been established
in conformity with the provisions of this Indenture; and


 


14

















 


(iii)          that such Securities and coupons, 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
against the Company in accordance with their terms, subject to bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium and other laws of
general applicability relating to or affecting the enforcement of creditors’
rights and to general principles of equity.


 


The Trustee shall not be
required to authenticate such Securities if the issue thereof will adversely
affect the Trustee’s own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee.


 


Each Registered Security
shall be dated the date of its authentication; and unless otherwise specified
as contemplated by Section 3.01, each Bearer Security and any temporary
Global Security referred to in Section 3.04 shall be dated as of the date
of original issuance of such Security.


 


No Security or coupon
appertaining thereto 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 of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.  Except as permitted by Section 3.06,
the Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and
cancelled.  Notwithstanding the
foregoing, if any Security or portion thereof shall have been duly authenticated
and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as provided
in Section 3.09 together with a written statement (which need not comply
with Section 1.02 and need not be accompanied by an Opinion of Counsel)
stating that such Security or portion thereof has never been issued and sold by
the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.


 


SECTION 3.04.   
Temporary Securities.  (a)  Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order and the receipt of the certifications and opinions required under Sections
3.01 and 3.03, the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denominations, substantially of the tenor of the
definitive Securities in lieu of which they are issued in registered form or,
if authorized, in bearer form with one or more coupons or without coupons, and
with such appropriate insertions, omissions, substitutions 


 


15

















 


and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.  In the case of any series which may be
issuable as Bearer Securities, such temporary Securities may be in global form,
representing such of the Outstanding Securities of such series as shall be
specified therein.


 


(b)           Unless otherwise provided pursuant to Section 3.01:


 


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


 


(ii)           If temporary Securities of any series
are issued in global form, any such temporary Global Security shall, unless
otherwise provided in such temporary Global Security, be delivered to the
London office of a depositary or common depositary (the “Common Depositary”),
for the benefit of the operator of Euroclear and Clearstream, for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).  Upon
receipt of written instructions (which need not comply with Section 1.02)
signed on behalf of the Company by any Person authorized to give such
instructions, the Trustee or any Authenticating Agent shall endorse such
temporary Global Security to reflect the initial principal amount, or an
increase in the principal amount, of Outstanding Securities represented
thereby.  Until such initial endorsement,
such temporary Global Security shall not evidence any obligation of the
Company.  Such temporary Global Security
shall at any time represent the aggregate principal amount of Outstanding
Securities theretofore endorsed thereon as provided above, subject to reduction
to reflect exchanges as described below.


 


(iii)          Unless otherwise specified in such
temporary Global Security, and subject to the second proviso in the following
paragraph, the interest of a beneficial owner of Securities of a series in a
temporary Global Security shall be exchanged for definitive Securities
(including a definitive Global Bearer Security) of such series and of like
tenor following the Global Exchange Date (as defined below) when the account
holder instructs Euroclear or Clearstream, as the case may be, to request such
exchange on his behalf and delivers to Euroclear or Clearstream, as the case
may be, a certificate in the form required by Section 3.11(i), dated no
earlier than 15 days prior to the Global Exchange Date, copies of which certificate
shall be available from the offices of Euroclear and Clearstream, the Trustee,
any Authenticating Agent appointed for such series of Securities and each
Paying Agent.  Unless otherwise specified
in such temporary Global Security, any such exchange shall be made free of
charge to the beneficial owners of such temporary Global Security, except that
a Person receiving definitive Securities must bear the cost of insurance,
postage, transportation and the like in the event that such Person does not
take delivery of such definitive Securities in person at the offices of
Euroclear or Clearstream.  Definitive
Securities in bearer form to be delivered in exchange for any portion of a
temporary Global Security shall be delivered only outside the United States.


 


(iv)          Without unnecessary delay but in any
event not later than the date specified in, or determined pursuant to the terms
of, any such temporary Global Security as the “Global Exchange Date” (the “Global
Exchange Date”), the Company shall deliver to the Trustee, or, if the Trustee
appoints an Authenticating Agent pursuant to Section 8.14, to any such
Authenticating Agent, definitive Securities in aggregate principal amount equal
to the principal amount of such temporary Global Security, executed by 


 


16

















 


the Company. 
Unless otherwise specified as contemplated by Section 3.01, such
definitive Securities shall be in the form of Bearer Securities or Registered
Securities, or any combination thereof, as may be specified by the
Company.  On or after the Global Exchange
Date, such temporary Global Security shall be surrendered by the Common
Depositary to the Trustee or any such Authenticating Agent, as the Company’s
agent for such purpose, to be exchanged, in whole or from time to time in part,
for definitive Securities without charge and the Trustee or any such
Authenticating Agent shall authenticate and deliver, in exchange for each
portion of such temporary Global Security, an equal aggregate principal amount
of definitive Securities of the same series, of authorized denominations and of
like tenor as the portion of such temporary Global Security to be exchanged,
which, except as otherwise specified as contemplated by Section 3.01,
shall be in the form of Bearer Securities or Registered Securities, or any
combination thereof; provided, however, that, unless otherwise specified in such temporary
Global Security, upon such presentation by the Common Depositary, such
temporary Global Security is accompanied by a certificate dated the Global
Exchange Date or a subsequent date and signed by Euroclear as to the portion of
such temporary Global Security held for its account then to be exchanged and a
certificate dated the Global Exchange Date or a subsequent date and signed by
Clearstream, as to the portion of such temporary Global Security held for its
account then to be exchanged, each in the form required by Section 3.11(ii);
and provided  further
that a definitive Bearer Security (including a definitive global Bearer Security)
shall be delivered in exchange for a portion of a temporary Global Security
only in compliance with the conditions set forth in the provisions of the third
paragraph of Section 3.03.


 


(v)           Upon any exchange of a portion of any such temporary
Global Security, such temporary Global Security shall be endorsed by the
Trustee or any such Authenticating Agent, as the case may be, to reflect the
reduction of the principal amount evidenced thereby, whereupon its remaining
principal amount shall be reduced for all purposes by the amount so
exchanged.  Until so exchanged in full,
such temporary Global Security shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 3.01, interest payable on such temporary Global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Global Exchange Date shall be payable, without
interest, to Euroclear and Clearstream on or after such Interest Payment Date
upon delivery by Euroclear and Clearstream to the Trustee or the Paying Agent,
as the case may be, of a certificate or certificates in the form required by Section 3.11(iii),
for credit on or after such Interest Payment Date to the respective accounts of
the Persons who are the beneficial owners of such temporary Global Security on
such Interest Payment Date and who have each delivered to Euroclear or
Clearstream, as the case may be, a certificate in the form required by Section 3.11(iv).  Any interest so received by Euroclear and
Clearstream and not paid as herein provided prior to the Global Exchange Date
shall be returned to the Trustee or Paying Agent, as the case may be, which,
upon expiration of two years after such Interest Payment Date, shall repay such
interest to the Company on Company Request in accordance with Section 5.03.


 


SECTION 3.05.   
Registration, Registration of Transfer and Exchange.  With respect to Registered Securities, the
Company shall keep or cause to be kept a register (sometimes referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered Securities
and the registration of transfers of Registered Securities and the Company
shall appoint a “Security Registrar,” and may appoint any “Co-Security
Registrar” as may be appropriate, to keep the Security Register.  The Trustee is hereby initially appointed
Security Registrar with respect to the series of Securities for which it is
acting as Trustee.  Such 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 information
contained in such Security Register shall be available for inspection by the
Trustee at the office of the Security Registrar.  In the event that any Registered Securities
issued hereunder have The City of New York as a Place of Payment, the Company
shall appoint either a Security Registrar or Co-Security Registrar located in
The City of New York.


 


Upon surrender for
registration of transfer of any Registered Security of any series at the office
or agency of the Company maintained pursuant to Section 5.02 for such
purpose in a Place of Payment for such series, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Registered Securities of such series
of any authorized denominations and of a like aggregate principal amount, tenor
and Stated Maturity.


 


17

















 


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


 


Registered Securities may
not be exchanged for Bearer Securities. 
Bearer Securities may not be exchanged for Bearer Securities of other
authorized denominations.


 


At the option of the Holder,
Bearer Securities of any series may be exchanged for Registered Securities of
the same series of any authorized denominations and of a like aggregate principal
amount and tenor, upon surrender of the Bearer Securities to be exchanged at
any such office or agency, with all unmatured coupons and all matured coupons
in default thereto appertaining.  If the
Holder of a Bearer Security is unable to produce any such unmatured coupon or
coupons or matured coupon or coupons in default, such exchange may be effected
if the Bearer Securities are accompanied by payment in funds acceptable to the
Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by
the Company and the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless.  If thereafter the Holder of
such Security shall surrender to any Paying Agent any such missing coupon in
respect of which such a payment shall have been made, such Holder shall be
entitled to receive the amount of any such payment from the Company; provided, however, that
interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency of a Paying Agent, maintained
pursuant to Section 5.02 for such purpose, located outside the United
States.  Notwithstanding the foregoing,
in case a Bearer Security of any series is surrendered at any such office or
agency in exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular
Record Date and before the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record Date and before
the opening of business at such office or agency on the related date for
payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date for
payment, as the case may be.


 


Notwithstanding any other
provision of this Section, unless and until it is exchanged in whole or in part
for individual Securities represented thereby, a Global Security representing
all or a portion of the Securities of a series may not be transferred except as
a whole by the Depositary for such series to a nominee of such Depositary or by
a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.


 


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.


 


If at any time the
Depositary for the Securities of a series notifies the Company that it is
unwilling or unable to continue as Depositary for the Securities of such series
or if at any time the Depositary for the Securities of such series shall no
longer be eligible under Section 3.03, the Company shall appoint a
successor Depositary with respect to the Securities of such series.  If a successor Depositary for the Securities
of such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company’s
election pursuant to Section 3.01(vii) shall no longer be effective
with respect to the Securities of such series and the Company will execute, and
the Trustee, upon receipt of a Company Order for the authentication and
delivery of definitive Securities of such series, will authenticate and deliver
Securities of such series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such series in exchange for such Global Security or
Securities.


 


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


 


18

















 


If specified by the Company
pursuant to Section 3.01 with respect to a series of Securities, the
Depositary for such series of Securities may surrender a Global Security for
such series of Securities in exchange in whole or in part for Securities of
such series of like tenor and terms and in definitive form on such terms as are
acceptable to the Company, the Trustee and such Depositary.  Thereupon, the Company shall execute, and the
Trustee upon receipt of a Company Order for the authentication and delivery of
definitive Securities of such series, shall authenticate and deliver, without
service charge:


 


(a)           to the Depositary or to each Person
specified by such Depositary a new Security or Securities of the same series,
of like tenor and terms and of any authorized denomination as requested by such
Person in aggregate principal amount equal to and in exchange for such Person’s
beneficial interest in the Global Security; and


 


(b)           to such Depositary a new Global
Security of like tenor and terms and in an authorized denomination equal to the
difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Securities delivered to Holders
thereof.


 


In any exchange provided for
in any of the preceding three paragraphs, the Company will execute and the
Trustee, pursuant to a Company Order, will authenticate and deliver, Securities
(a) in definitive registered form in authorized denominations, if the
Securities of such series are issuable as Registered Securities, (b) in
definitive bearer form in authorized denominations, with coupons attached, if
the Securities of such series are issuable as Bearer Securities or (c) as
either Registered or Bearer Securities, if the Securities of such series are
issuable in either form; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Global Security other than in accordance
with the provisions of Sections 3.03 and 3.04.


 


Upon the exchange of Global
Securities for Securities in definitive form, such Global Securities shall be
cancelled by the Trustee.  Registered
Securities issued in exchange for a Global Security pursuant to this Section 3.05
shall be registered in such names and in such authorized denominations, and
delivered to such addresses, as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee in writing. 
The Trustee shall deliver such Registered Securities to the Persons in
whose names such Securities are so registered or to the Depositary.  The Trustee shall deliver Bearer Securities
issued in exchange for a Global Security pursuant to this Section 3.05 to
the Depositary or to the Persons at such addresses, and in such authorized
denominations, as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee in writing; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Global Security other than in accordance
with the provisions of Sections 3.03 and 3.04.


 


All Securities issued upon
any registration of transfer or exchange of Securities shall be the valid
obligations 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.


 


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


 


Unless otherwise provided in
the Securities to be registered for transfer or exchanged, no service charge
shall be made for any registration of transfer or exchange of Securities, but
the Company may (unless otherwise provided in such Securities) require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges expressly provided in this Indenture to be
made at the Company’s own expense or without expense or without charge to the
Holders.


 


Neither the Company, the
Security Registrar nor any Co-Security Registrar shall be required (i) to
issue, register the transfer of or exchange any Securities of any series during
a period beginning at the opening of business 15 days before the day of
selection of Securities of such series to be redeemed and ending at the close
of business on (A) if Securities of the series are issuable only as
Registered Securities, the day of the mailing of the relevant notice


 


19
















 


of redemption of Registered
Securities of such series so selected for redemption or (B) if Securities
of the series are issuable as Bearer Securities, the day of the first
publication of the relevant notice of redemption or, if Securities of the
series are also issuable as Registered Securities and there is no publication,
the mailing of the relevant notice of redemption, or (ii) to register the
transfer or exchange of any Securities or portions thereof so selected for
redemption.


 


Notwithstanding anything
herein to the contrary, the exchange of Bearer Securities into Registered
Securities shall be subject to applicable laws and regulations in effect at the
time of exchange; none of the Company, the Trustee nor the Security Registrar
shall exchange any Bearer Securities into Registered Securities if it has
received an Opinion of Counsel that as a result of such exchanges the Company
would suffer adverse consequences under the United States Federal income tax
laws and regulations then in effect and the Company has delivered to the
Trustee a Company Order directing the Trustee not to make such exchanges unless
and until the Trustee receives a subsequent Company Order to the contrary.  The Company shall deliver copies of such
Company Orders to the Security Registrar.


 


SECTION 3.06.   
Mutilated, Destroyed, Lost and Stolen Securities.  If (i) any mutilated Security or
Security with a mutilated coupon is surrendered to the Trustee or the Security
Registrar, or if the Company, the Trustee and the Security Registrar receive
evidence to their satisfaction of the destruction, loss or theft of any
Security or coupon and (ii) there is delivered to the Company, the Trustee
and the Security Registrar such security or indemnity as may be required by
them to save each of them harmless, then, in the absence of notice to the
Company, the Trustee or the Security Registrar that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
mutilated, destroyed, lost or stolen Security or in exchange for the Security
to which a mutilated, destroyed, lost or stolen coupon appertains (with all
appurtenant coupons not mutilated, destroyed, lost or stolen), a new Security
of the same series and Stated Maturity and of like tenor and principal amount,
bearing a number not contemporaneously outstanding and, if applicable, with
coupons corresponding to the coupons appertaining thereto; provided,
however, that any new Bearer Security
will be delivered only in compliance with the conditions set forth in Section 3.05.


 


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


 


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


 


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


 


The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons.


 


SECTION 3.07.   
Payment of Interest; Interest Rights Preserved.  Unless otherwise provided as contemplated by Section 3.01,
interest on any Registered Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall unless otherwise provided
in such Security be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest. 
Unless otherwise specified as contemplated by Section 3.01, in case
a Bearer Security of any series is surrendered in exchange for a Registered
Security of such series after the close of business (at an office or agency
referred to in Section 3.05) on any Regular Record Date and before the
opening of business (at such office or agency) on the next succeeding Interest
Payment Date, such Bearer Security shall be surrendered 


 


20

















 


without
the coupon relating to such Interest Payment Date and interest will not be
payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this
Indenture.  At the option of the Company,
payment of interest on any Registered Security may be made by check in the
currency designated for such payment pursuant to the terms of such Registered
Security mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or by wire transfer to an account in such
currency designated by such Person in writing not later than ten days prior to
the date of such payment.


 


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


 


(i)            The
Company may elect to make payments of any Defaulted Interest to the Persons in
whose names any such Registered Securities (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner.  The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each Registered Security and the date of the proposed payment, and
at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. 
Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 nor less than 10 days
prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company
of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first class, postage prepaid, to
each Holder at his address as it appears in the Security Register, not less
than 10 days prior to such Special Record Date. 
Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names such Registered Securities
(or their respective Predecessor Securities) are registered on such Special
Record Date and shall no longer be payable pursuant to the following clause
(ii).  In case a Bearer Security of any
series is surrendered at the office or agency in a Place of Payment for such
series in exchange for a Registered Security of such series after the close of
business at such office or agency on any Special Record Date and before the
opening of business at such office or agency on the related proposed date of
payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such proposed date for payment and Defaulted
Interest will not be payable on such proposed date for payment in respect of
the Registered Security issued in exchange for such Bearer Security, but will
be payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.


 


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


 


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


 


Subject to the limitations
set forth in Section 5.02, the Holder of any coupon appertaining to a
Bearer Security shall be entitled to receive the interest payable on such
coupon upon presentation and surrender of such coupon on or after the Interest
Payment Date of such coupon at an office or agency maintained for such purpose
pursuant to Section 5.02.


 


SECTION 3.08.   
Persons Deemed Owners.  Title to any Bearer Security, any coupons
appertaining thereto and any temporary Global Security shall pass by delivery.


 


21

















 


Prior to due presentment for
registration of transfer of any Registered Security, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of, premium, if any, and (subject to Section 3.07)
interest on such Security, and for all purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.


 


The Company, the Trustee and
any agent of the Company or the Trustee may treat the bearer of any Bearer
Security and the bearer of any coupon as the absolute owner of such Security or
coupon for the purpose of receiving payment thereof or on account thereof and
for all other purposes whatsoever, whether or not such Security or coupon be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.


 


None of the Company, the
Trustee, any Paying Agent, any Authenticating Agent or the Security Registrar
will have the responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest of a
Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interest, and they shall be fully
protected in acting or refraining from acting on any such information provided
by the Depositary.


 


SECTION 3.09.   
Cancellation.  Unless otherwise provided with respect to a
series of Securities, all Securities and coupons surrendered for payment,
registration of transfer, exchange, repayment or redemption shall, if
surrendered to any Person other than the Trustee, be delivered to the
Trustee.  All Securities so delivered or
surrendered directly to the Trustee for any such purpose shall be promptly
cancelled by it.  The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Securities so delivered shall be promptly
cancelled by the Trustee.  No Securities
shall be authenticated in lieu of or in exchange for any Securities cancelled
as provided in this Section, except as expressly permitted by this Indenture or
such Securities.  All cancelled
Securities or coupons held by the Trustee shall be disposed of by the Trustee
in accordance with its customary procedures and the Trustee shall deliver a
certificate of such disposition to the Company upon request by the Company.


 


SECTION 3.10.   
Computation of Interest.  Except as otherwise specified as contemplated
by Section 3.01 for Securities of any series, interest on the Securities
of each series shall be computed on the basis of a 360-day year consisting of
twelve 30-day months.


 


SECTION 3.11.   
Form of Certification.  Unless otherwise provided pursuant to Section 3.01:


 


(i)            Whenever any provision of this Indenture or the forms of
Securities contemplate that certification be given by a Person entitled to
receive a Bearer Security, such certification shall be provided substantially
in the form of Exhibit A hereto, with only such changes as shall be
approved by the Company.


 


(ii)           Whenever any provision of this
Indenture or the forms of Securities contemplate that certification be given by
Euroclear and Clearstream in connection with the exchange of a portion of a
temporary Global Security, such certification shall be provided substantially
in the form of Exhibit B hereto, with only such changes as shall be
approved by the Company.


 


(iii)          Whenever any provision of the
Indenture or the forms of Securities contemplate that certification be given by
Euroclear and Clearstream in connection with payment of interest with respect
to a temporary Global Security prior to the related Global Exchange Date, such
certification shall be provided substantially in the form of Exhibit C
hereto, with only such changes as shall be approved by the Company.


 


(iv)          Whenever any provision of the
Indenture or the forms of Securities contemplate that certification be given by
a beneficial owner of a portion of a temporary Global Security in connection
with payment of interest with respect to a temporary Global Security prior to
the related Global Exchange Date, such certification shall be provided
substantially in the form of Exhibit D hereto, with only such changes as
shall be approved by the Company.


 


22

















 


SECTION 3.12.   
Judgments.  The Company may provide, pursuant to Section 3.01,
for the Securities of any series that, to the fullest extent possible under
applicable law and except as may otherwise be specified as contemplated in Section 3.01,
(a) the obligation, if any, of the Company to pay the principal of (and
premium, if any) and interest on the Securities of any series and any
appurtenant coupons in a Foreign Currency, composite currency or Dollars (the “Designated
Currency”) as may be specified pursuant to Section 3.01 is of the essence
and agrees that judgments in respect of such Securities shall be given in the
Designated Currency; (b) the obligation of the Company to make payments in
the Designated Currency of the principal of (and premium, if any) and interest
on such Securities and any appurtenant coupons shall, notwithstanding any
payment in any other currency (whether pursuant to a judgment or otherwise), be
discharged only to the extent of the amount in the Designated Currency that the
Holder receiving such payment may, in accordance with normal banking
procedures, purchase with the sum paid in such other currency (after any
premium and cost of exchange) in the country of issue of the Designated
Currency in the case of Foreign Currency or Dollars or in the international
banking community in the case of a composite currency on the Business Day
immediately following the day on which such Holder receives such payment; (c) if
the amount in the Designated Currency that may be so purchased for any reason
falls short of the amount originally due, the Company shall pay such additional
amounts as may be necessary to compensate for such shortfall; and (d) any
obligation of the Company not discharged by such payment shall be due as a
separate and independent obligation and, until discharged as provided herein,
shall continue in full force and effect.


 


SECTION 3.13.  
 CUSIP
Numbers.  The Company in
issuing the Securities may use “CUSIP” numbers or Euroclear or Clearstream
reference numbers (if then generally in use), and if, so, the Trustee shall use
such numbers in notices of redemption or other related material as a convenience
to Holders; provided that any such notice or other
related material 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 redemption or other related material 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 shall notify the
Trustee in writing of any change in the “CUSIP” number.


 


ARTICLE FOUR


 


Redemption of Securities


 


SECTION 4.01.   
Applicability of Article.  Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms
and, except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, in accordance with this Article.


 


SECTION 4.02.   
Election To Redeem; Notice to Trustee.  The election of the Company to redeem any
Securities redeemable at the option of the Company shall be evidenced by an
Officers’ Certificate.  In case of any
redemption at the election of the Company of the Securities of any series, the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee in the
Trustee’s sole discretion), notify the Trustee and the Security Registrar of
such Redemption Date and of the principal amount of Securities of such series
to be redeemed.  In the case of any
redemption of Securities (i) prior to the expiration of any restriction on
such redemption provided in the terms of such Securities or elsewhere in this
Indenture, or (ii) pursuant to an election of the Company which is subject
to a condition specified in the terms of such Securities, the Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with
such restriction or condition.


 


SECTION 4.03.   
Selection by Security Registrar of Securities To Be
Redeemed.  If less than all
the Securities of any series with the same terms are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Security Registrar from the Outstanding
Securities of such series having such terms not previously called for
redemption, by such method as the Security Registrar shall deem fair and
appropriate and which may provide for the selection for redemption of portions
of the principal amount of Securities of such series of a denomination equal to
or larger than the minimum authorized denomination for Securities of such
series.  Unless otherwise provided by the
terms of the Securities of any series so selected for partial redemption, the
portions of the principal of Securities of such series so selected for partial
redemption shall be, in the case of Registered Securities, equal to $1,000 or
an integral multiple thereof or, in the case of Bearer Securities, equal to
$5,000 or an integral multiple thereof, and the principal amount of any such 


 


23

















 


Security
which remains outstanding shall not be less than the minimum authorized
denomination for Securities of such series.


 


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


 


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


 


SECTION 4.04.   
Notice of Redemption.  Notice of redemption shall be given in the
manner provided in Section 1.06, not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of Securities to be redeemed.


 


All notices of redemption
shall state:


 


(i)            the Redemption Date;


 


(ii)           the Redemption Price;


 


(iii)          if less than all Outstanding
Securities of any series having the same terms are to be redeemed, the
identification (and, in the case of partial redemption, the respective
principal amounts) of the particular Securities to be redeemed;


 


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


 


(v)           the place or places where such Securities, together in the
case of Bearer Securities with all remaining coupons appertaining thereto, if
any, maturing after the Redemption Date, are to be surrendered for payment of
the Redemption Price;


 


(vi)          that the redemption is from a sinking
fund, if such is the case; and


 


(vii)         the CUSIP number or the Euroclear or
the Clearstream reference number (or any other number used by a Depositary to
identify such Securities), if any, of the Securities to be redeemed.


 


A notice of redemption published
as contemplated by Section 1.06 need not identify particular Registered
Securities to be redeemed.


 


Notice of redemption of
Securities to be redeemed at the election of the Company shall be given by the
Company or, on Company Request with provision of such notice information not
less than 10 days (or such shorter number of days as the Trustee may agree)
prior to the notice being sent, by the Trustee in the name and at the expense
of the Company.  The notice if mailed in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives such notice.  In any case, a failure to give such notice by
mail or any defect in the notice to the Holder of any Security designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.


 


SECTION 4.05.   
Deposit of Redemption Price.  At or prior to the opening of business on any
Redemption Date, the Company shall deposit or cause to be deposited with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 5.03) an amount
of money sufficient to pay the Redemption Price of all the Securities which are
to be redeemed on that date; provided, however, that deposits with respect to Bearer Securities
shall be made with a Paying Agent or Paying Agents located outside the United
States except as otherwise provided in Section 5.02, unless otherwise
specified as contemplated by Section 3.01.


 


24

















 


SECTION 4.06.   
Securities Payable on Redemption Date.  Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified and from and
after such date (unless the Company shall default in the payment of the
Redemption Price) such Securities shall cease to bear interest and the coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void.  Upon surrender of any such Securities for
redemption in accordance with said notice, such Securities shall be paid by the
Company at the Redemption Price; provided, however, that installments of interest on Bearer Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable
only at an office or agency located outside the United States and, unless
otherwise specified as contemplated by Section 3.01, only upon
presentation and surrender of coupons for such interest.  Installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Section 3.07.


 


If any Bearer Security
surrendered for redemption shall not be accompanied by all appurtenant coupons
maturing after the Redemption Date, such Security may be paid after deducting
from the Redemption Price an amount equal to the face amount of all such
missing coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless.  If thereafter the Holder
of such Security shall surrender to the Trustee or any Paying Agent any such
missing coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted; provided, however,
that interest represented by coupons shall be payable only at an office or
agency located outside the United States and, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and surrender of
those coupons.


 


If any Security called for
redemption shall not be paid upon surrender thereof for redemption, the principal
shall, until paid, bear interest from the Redemption Date at the rate borne by
such Security, or as otherwise provided in such Security.


 


SECTION 4.07.   
Securities Redeemed in Part.  Any Security which is to be redeemed only in
part shall be surrendered at the office or agency of the Company in a Place of
Payment therefor (with, if the Company or the Security Registrar so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder of such
Security or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities of the same
series and Stated Maturity, containing identical terms and conditions, of any
authorized denominations as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.


 


ARTICLE FIVE


 


Covenants


 


SECTION 5.01.   
Payment of Principal, Premium and Interest.  The Company covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay the
principal of, premium, if any, and interest on the Securities of such series in
accordance with the terms of the Securities of such series, any coupons
appertaining thereto and this Indenture. 
Unless otherwise specified as contemplated by Section 3.01 with
respect to any series of Securities, any interest due on Bearer Securities on
or before Maturity shall be payable only outside the United States upon
presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature.


 


SECTION 5.02.   
Maintenance of Office or Agency.  If Securities of a series are issuable only
as Registered Securities, the Company will maintain in each Place of Payment
for any series of Securities an office or agency where Securities of that
series may be presented or surrendered for payment, where Securities of that
series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served. 
The Company will give prompt written notice to the Trustee of the
location, and of any change in the location, of such office or agency.  If Securities of a 


 


25

















 


series
may be issuable as Bearer Securities, the Company will maintain (A) in the
Borough of Manhattan, The City of New York, an office or agency where any
Registered Securities of that series may be presented or surrendered for
payment, where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered
for exchange and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served, (B) subject
to any laws or regulations applicable thereto, in a Place of Payment for that
series which is located outside the United States, an office or agency where
Securities of that series and related coupons may be presented and surrendered
for payment (including payment of any additional amounts payable on Securities
of that series pursuant to Section 5.04); provided,
however, that if the Securities of that
series are listed on The International Stock Exchange of the United Kingdom and
the Republic of Ireland Limited or the Luxembourg Stock Exchange or any other
stock exchange located outside the United States and such stock exchange shall
so require, the Company will maintain a Paying Agent for the Securities of that
series in London or Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of that series are
listed on such exchange, and (C) subject to any laws or regulations
applicable thereto, in a Place of Payment for such series located outside the
United States an office or agency where any Registered Securities of that
series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served.  The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of any such office or agency. 
If at any time the Company shall fail to maintain any such required
office or agency in respect of any series of Securities or shall fail to
furnish the Trustee with the address thereof, such presentations, and
surrenders of Securities of that series may be made and notices and demands may
be made or served at the Corporate Trust Office of the Trustee, except that
Bearer Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Bearer Securities of that series pursuant to Section 5.04) at the place
specified for the purpose as contemplated by Section 3.01, and the Company
hereby appoints the Trustee as its agent to receive such respective
presentations, surrenders, notices and demands.


 


Except as otherwise provided
in the form of Bearer Security of any particular series pursuant to the
provisions of this Indenture, no payment of principal, premium or interest on
Bearer Securities shall be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States; provided, however,
payment of principal of and any premium and interest denominated in Dollars
(including additional amounts payable in respect thereof) on any Bearer
Security may be made at an office or agency of, and designated by, the Company
located in the United States if (but only if) payment of the full amount of
such principal, premium, interest or additional amounts in Dollars at all
offices outside the United States maintained for the purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or similar restrictions and the Trustee receives an Opinion of Counsel
that such payment within the United States is legal.  Unless otherwise provided as contemplated by Section 3.01
with respect to any series of Securities, at the option of the Holder of any
Bearer Security or related coupon, payment may be made by check in the currency
designated for such payment pursuant to the terms of such Bearer Security
presented or mailed to an address outside the United States or by transfer to
an account in such currency maintained by the payee with a bank located outside
the United States.


 


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
of such purposes specified above in this Section and may constitute and
appoint one or more Paying Agents for the payment of such Securities, in one or
more other cities, and may from time to time rescind such designations and
appointments; provided, however,
that no such designation, appointment or rescission shall in any manner relieve
the Company of its obligation 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. 
Unless and until the Company rescinds one or more such appointments, the
Company hereby appoints the Trustee, acting through its office or agency in The
City of New York, as its Paying Agent in The City of New York with respect to
all series of Securities having a Place of Payment in The City of New York.


 


SECTION 5.03.   
Money for Security Payments To Be Held in Trust.  If the Company shall at any time act as its
own Paying Agent for any series of Securities, it will, on or before each due
date of the principal of, premium, if any, or interest on any of the Securities
of such series and any appurtenant coupons, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal,
premium or interest so becoming due 


 


26

















 


until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and will promptly notify the Trustee of its action or failure so to
act.


 


Whenever the Company shall
have one or more Paying Agents for any series of Securities, it will, at or
prior to the opening of business on each due date of the principal of, premium,
if any, or interest on any Securities of such series and any appurtenant
coupons, deposit with a Paying Agent a sum sufficient to pay the principal,
premium or interest so becoming due, such sum to be held in trust for the
benefit of the Persons 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.


 


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


 


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


 


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


 


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


 


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


 


Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, premium, if any, or interest on any Security of
any series or any appurtenant coupons and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security or any coupon
appertaining thereto shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper in each Place of Payment, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


 


SECTION 5.04.   
Additional Amounts.  If the Securities of a series provide for the
payment of additional amounts, the Company will pay to the Holder of any
Security of any series or any coupon appertaining thereto additional amounts as
provided therein.  Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of
(or premium, if any) or interest on, or in respect of, any Security of any
series or payment of any related coupon or the net proceeds received on the
sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of additional amounts provided for in this Section to
the extent that, in such context, additional amounts are, were or would be
payable in respect thereof pursuant to the provisions of this Section and
express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.


 


If the Securities of a
series provide for the payment of additional amounts, at least 10 days prior to
the first Interest Payment Date with respect to that series of Securities (or
if the Securities of that series will not bear interest 


 


27

















 


prior to Maturity, the first
day on which a payment of principal (and premium, if any) is made), and at
least 10 days prior to each date of payment of principal (and premium, if any)
or interest if there has been any change with respect to the matters set forth
in the below-mentioned Officers’ Certificate, the Company will furnish the
Trustee and the Company’s Principal Paying Agent or Paying Agents, if other
than the Trustee, with an Officers’ Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of (and
premium, if any) or interest on the Securities of that series shall be made to
Holders of Securities of that series or any related coupons who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that series.  If any such withholding shall be required,
then such Officers’ Certificate shall specify by country the amount, if any,
required to be withheld on such payments to such Holders of Securities or
coupons and the Company will pay to the Trustee or such Paying Agent the
additional amounts required by this Section. 
The Company covenants to indemnify the Trustee and any Paying Agent for,
and to hold them harmless against, any loss, liability or reasonable expense
incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any
Officers’ Certificate furnished pursuant to this Section.


 


SECTION 5.05.   
Statement as to Compliance.  The Company will deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company, commencing
with the first calendar year following the issuance of Securities of any series
under this Indenture, an Officers’ Certificate (which need not comply with Section 1.02)
(provided, however,
that one of the signatories of which shall be the Company’s principal executive
officer, principal financial officer or principal accounting officer) covering
the preceding calendar year (or portion thereof) stating, as to each signer
thereof, that:


 


(i)            a review of the activities of the Company during such
year and of performance under this Indenture and under the terms of the
Securities has been made under his supervision; and


 


(ii)           to the best of his knowledge, based
on such review, (a) the Company has fulfilled all its obligations and complied
with all conditions and covenants under this Indenture and under the terms of
the Securities throughout such year, in all material respects, or, if there has
been a default in the fulfillment of any such obligation, condition or covenant
specifying each such default known to him and the nature and status thereof,
and (b) no event has occurred and is occurring which is, or after notice
or lapse of time or both would become, an Event of Default, or if such an event
has occurred and is continuing, specifying such event known to him and the
nature and status thereof.


 


For purposes of this
Section, compliance or default shall be determined without regard to any period
of grace or requirement of notice provided for herein.


 


SECTION 5.06.   
Maintenance of Corporate Existence, Rights and
Franchises.  So long as any of
the Securities shall be Outstanding, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its
corporate existence, rights and franchises to carry on its business; provided, however, that
nothing in this Section 5.06 shall (i) require the Company to
preserve any such right or franchise if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and that the loss thereof is not disadvantageous in any
material respect to the Holders, (ii) prevent any consolidation or merger
of the Company, or any conveyance or transfer of its property and assets
substantially as an entirety to any person, permitted by Article Ten, or (iii) prevent
the liquidation or dissolution of the Company after any conveyance or transfer
of its property and assets substantially as an entirety to any person permitted
by Article Ten.


 


SECTION 5.07.   
Limitation on Disposition of Stock of Banks.  So long as any Securities shall be
Outstanding, neither the Company nor any Intermediate Subsidiary (as
hereinafter defined) will (except to the Company or an Intermediate Subsidiary)
sell, assign, transfer, grant a security interest in or otherwise dispose of
any shares of, securities convertible into, or options, warrants or rights to
subscribe for or purchase shares of voting stock of City National Bank (the “Bank”),
nor will the Company or any Intermediate Subsidiary permit the Bank to issue
(except to the Company or an Intermediate Subsidiary) any shares of, or
securities convertible into, or options, warrants or rights to subscribe for or
purchase shares of, voting stock of the Bank, nor will the Company permit any
Intermediate Subsidiary that owns any shares of, or securities convertible
into, or options, warrants or rights to subscribe for or purchase shares of,
voting stock of the Bank to cease to be an Intermediate Subsidiary (unless,
after 


 


28

















 


giving
effect thereto, the Company and all Intermediate Subsidiaries taken together
shall continue to own at least 80% of the voting stock of the Bank then issued
and outstanding), except that (i) the Company or an Intermediate
Subsidiary may make any such sale, assignment, transfer, or grant of a security
interest or other disposition for fair market value on the date thereof, as
determined by the Board of Directors of the Company or such Intermediate
Subsidiary, as the case may be (which determination shall be conclusive), and
evidenced by a duly adopted resolution thereof, and (ii) in each such
case, after giving effect thereto, the Company and any one or more Intermediate
Subsidiaries will own at least 80% of the voting stock of the Bank then issued
and outstanding free and clear of any security interest.  Notwithstanding the foregoing, the Bank may
be merged into or consolidated with another banking institution organized under
the laws of the United States, any State thereof or the District of Columbia,
if after giving effect to such merger or consolidation the Company and any one
or more Intermediate Subsidiaries own at least 80% of the voting stock of such
other banking institution and immediately after giving effect thereto and
treating any such resulting bank thereafter as the Bank for purposes of this
Indenture, 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.  For purposes of this Section, an “Intermediate
Subsidiary” means a Subsidiary (i) that is organized under the laws of the
United States, any State thereof or the District of Columbia, and (ii) of
which all the shares of each class of capital stock issued and outstanding, and
all securities convertible into, and options, warrants and rights to subscribe
for or purchase shares of, such capital stock, are owned directly or indirectly
by the Company, free and clear of any security interest.


 


The provisions of this Section 5.07
shall not prohibit the Company from consolidating with or merging into any
other Person or from conveying, transferring or leasing the Company’s
properties and assets substantially as an entirety to any Person as otherwise
permitted pursuant to Article Ten.


 


SECTION 5.08.   
Waiver of Covenants.  The Company may omit in any particular
instance to comply with any term, provision or condition set forth in Sections
5.06 or 5.07 with respect to the Securities of any series if before the time
for such compliance the Holders of at least 50% in principal amount of the
Outstanding Securities of that series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition (but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee for such series in respect of any such term,
provision or condition shall remain in full force and effect).


 


ARTICLE SIX


 


Holders’ Lists and Reports by Trustee and Company


 


SECTION 6.01.   
Company To Furnish Trustee Names and Addresses of
Holders.  The Company will
furnish or cause to be furnished to the Trustee (i) semiannually, not more
than 15 days after each February 1 and August 1, a list, in such form
as the Trustee may reasonably require, containing all the information in the
possession or control of the Company, any of its Paying Agents (other than the
Trustee) or the Security Registrar, if other than the Trustee, as to the names
and addresses of the Holders of Securities as of such February 1 and August 1,
and (ii) at such other times as the Trustee may request in writing, within
30 days after receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is requested to be furnished; provided, however, that if and so long as the Trustee is the Security
Registrar for Securities of a series, no such list need be furnished with
respect to such series of Securities.


 


SECTION 6.02.   
Preservation of Information; Communications to
Holders.  (i)  The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders of Securities contained in the most recent list
furnished to the Trustee as provided in Section 6.01 and the names and
addresses of Holders of Securities received by the Trustee in its capacity as
the Security Registrar, if so acting. 
The Trustee may destroy any list furnished to it as provided in Section 6.01
upon receipt of a new list so furnished.


 


(ii)           If
three or more Holders of Securities of any series (hereinafter referred to as “applicants”)
apply in writing to the Trustee, and furnish to the Trustee reasonable proof
that each such applicant has owned a Security of such series for a period of at
least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders of
Securities of such series or with the Holders of all


 


29
















 


Securities
with respect to their rights under this Indenture or under such Securities and
is accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, at its election, either:


 


(a)                                  afford such applicants access to the information preserved at the time by
the Trustee in accordance with Section 6.02(i); or


 


(b)                                 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 Section 6.02(i), and as to the approximate cost of mailing
to such Holders the form of proxy or other communication, if any, specified in
such application.


 


If the Trustee shall elect
not to afford such applicants access to such information, the Trustee shall,
upon the written request of such applicants, mail to each Holder of a Security
of such series or all Holders of Securities, as the case may be, whose names
and addresses appear in the information preserved at the time by the Trustee in
accordance with Section 6.02(i), a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless,
within five days after such tender, the Trustee shall mail to such applicants
and file with the Commission, together with a copy of the material to be
mailed, a written statement to the effect that, in the opinion of the Trustee,
such mailing would be contrary to the best interests of the Holders of 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 the Commission, after opportunity for a
hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections
so sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Holders of Securities 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.


 


(iii)                             Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee shall
be held accountable by reason of the disclosure of any such information as to
the names and addresses of the Holders of Securities in accordance with Section 6.02(ii),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 6.02(ii).


 


SECTION 6.03.   
Reports by Trustee.  (i)  Within 60 days after May 15 of
each year commencing with the year 2003 the Trustee shall mail to each Holder
reports concerning the Trustee and its action under the Indenture as may be
required pursuant to Section 313(a) of the Trust Indenture Act if and
to the extent and in the manner provided pursuant thereto.  The Trustee shall also comply with the other
provisions of Section 313 of the Trust Indenture Act.


 


(ii)                                Reports pursuant to this Section shall be transmitted by mail (1) to
all Holders of Registered Securities, as their names and addresses appear in
the Security Register and (2) to such Holders of Bearer Securities as
have, within the two years preceding such transmission, filed their names and
addresses with the Trustee for that purpose, and (3) except in the cases
of reports under Section 313(b)(2) of the Trust Indenture Act, to
each Holder of a Security of any series whose name and address appear in the
information preserved at the time by the Trustee in accordance with Section 6.02(i).


 


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


 


30

















 


SECTION 6.04.   
Reports by Company.  The Company will:


 


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


 


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


 


(iii)                            transmit by mail to Holders of Securities, in the manner and to the
extent provided in Section 6.03(ii), within 30 days after the filing
thereof with the Trustee, such summaries of any information, documents and
reports required to be filed by the Company pursuant to paragraphs (i) and
(ii) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.


 


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).


 


ARTICLE SEVEN


 


Remedies


 


SECTION 7.01.   
Events of Default.  “Event of Default,” with respect to any
series of Securities, wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body), unless it is either inapplicable to a
particular series or it is specifically deleted or modified in the supplemental
indenture or Board Resolution under which such series of Securities is issued
or in the form of Security for such series:


 


(i)                                   default in the payment of any interest upon any Security of that series
when it becomes due and payable, and continuance of such default for a period
of 30 days; or


 


(ii)                               default in the payment of the principal of (or premium, if any, on) any
Security of that series at its Maturity; or


 


(iii)                            default in the performance, or breach, of any covenant or warranty of the
Company in this Indenture (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for
the benefit of series of Securities other than that series), and continuance of
such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder; or


 


(iv)                            the entry of a decree or order by a court having jurisdiction in the
premises granting relief in respect of the Company in an involuntary case under
the Federal Bankruptcy Code, adjudging the Company a bankrupt, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company under the Federal Bankruptcy Code or any other
applicable Federal or State bankruptcy, insolvency or similar law, or
appointing a receiver, liquidator, 


 


31

















 


custodian, assignee, trustee, sequestrator
(or other similar official) of the Company, or of substantially all of its
properties, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days; or


 


(v)                               the institution by the Company of proceedings to be adjudicated a
bankrupt, or the consent of the Company to the institution of bankruptcy
proceedings against it, or the filing by the Company of a petition or answer or
consent seeking reorganization or relief under the Federal Bankruptcy Code or
any other applicable Federal or State bankruptcy, insolvency or similar law, or
the consent by the Company to the filing of any such petition or to the
appointment of a receiver, liquidator, custodian, assignee, trustee,
sequestrator (or other similar official) of the Company or of substantially all
of its properties; or


 


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


 


SECTION 7.02.   
Acceleration of Maturity; Rescission and Annulment.  If an Event of Default with respect to any
series of Securities for which there are Securities Outstanding occurs and is
continuing, then, and in every such case, the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of such series
may declare the principal of all the Securities of such series (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) to be
immediately due and payable, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration the same shall
become immediately due and payable.


 


At any time after such a
declaration of acceleration with respect to Securities of any series has been
made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the
Holders of a majority in principal amount of the Outstanding Securities of such
series, by written notice to the Company and the Trustee, may rescind and annul
such declaration and its consequences, and any Event of Default giving rise to
such declaration shall not be deemed to have occurred, if:


 


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


 


(a)                                all overdue installments of interest on all Securities of such series;


 


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


 


(c)                                to the extent that payment of such interest is lawful, interest upon
overdue installments of interest at the rate or rates prescribed therefor by
the terms of the Securities of such series; and


 


(d)                               all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, the Security
Registrar, any Paying Agent, and their agents and counsel and all other amounts
due the Trustee under Section 8.07; and


 


(ii)                                all Events of Default with respect to Securities of that series, other
than the nonpayment of the principal of Securities of that series which have
become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 7.13.


 


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


 


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SECTION 7.03.   
Collection of Indebtedness and Suits for
Enforcement by Trustee.  The
Company covenants that if:


 


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


 


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


 


the Company will, upon
demand of the Trustee, pay to it, for the benefit of the Holder of any such
Security or coupon appertaining thereto, if any, the whole amount then due and
payable on any such Security or coupon for principal, premium, if any, and
interest, with interest upon the overdue principal and premium, if any, and (to
the extent that payment of such interest shall be lawful) upon overdue
installments of interest, at the rate or rates prescribed therefor by the terms
of any such Security; and, in addition thereto, such further amount as shall be
sufficient to cover the reasonable costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amounts due the Trustee under Section 8.07.


 


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


 


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


 


SECTION 7.04.   
Trustee May File Proofs of Claim.  In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company or any other
obligor upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
of any Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal, premium,
if any, or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise:


 


(i)                                   to file and prove a claim for the whole amount of principal, premium, if
any, and interest owing and unpaid in respect of the Securities and to file
such other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any other amounts due the Trustee under Section 8.07) and
of the Holders allowed in such judicial proceeding; and


 


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


 


and any receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee, and in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due
to it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 8.07.


 


Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder of a Security or coupon any plan of
reorganization, arrangement, adjustment or 


 


33

















 


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 of a Security or coupon in any such
proceeding.


 


SECTION 7.05.   
Trustee May Enforce Claims Without Possession
of Securities.  All rights of
action and claims under this Indenture or under the Securities of any series,
or coupons (if any) appertaining thereto, may be prosecuted and enforced by the
Trustee without the possession of any of the Securities of such series or
coupons appertaining thereto or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and
any other amounts due the Trustee under Section 8.07, be for the ratable
benefit of the Holders of the Securities of such series and coupons
appertaining thereto in respect of which such judgment has been recovered.


 


SECTION 7.06.   
Application of Money Collected.  Any money collected by the Trustee with
respect to a series of Securities pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee, and,
in case of the distribution of such money on account of principal, premium, if
any, or interest, upon presentation of the Securities of such series or coupons
appertaining thereto, if any, or both, as the case may be, and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:


 


FIRST:  To the payment of all amounts due the Trustee
under Section 8.07;


 


SECOND:  To the payment of the amounts then due and
unpaid upon the Securities of such series and coupons for principal, premium,
if any, and interest, in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on Securities of such series and
coupons, if any, for principal, premium, if any, and interest,
respectively.  The Holders of each series
of Securities denominated in any composite currency or a Foreign Currency and
any matured coupons relating thereto shall be entitled to receive a ratable
portion of the amount determined by the Exchange Rate Agent by converting the
principal amount Outstanding of such series of Securities and matured but
unpaid interest on such series of Securities in the currency in which such
series of Securities is denominated into Dollars at the Exchange Rate as of the
Business Day immediately preceding the date of payment; and


 


THIRD:  The balance, if any, to the Company or as a
court of competent jurisdiction may direct.


 


SECTION 7.07.   
Limitation on Suits.  No Holder of any Security of any series or
any related coupons shall have any right to institute any proceeding, judicial
or otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless:


 


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


 


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


 


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


 


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


 


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


 


34

















 


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


 


SECTION 7.08.   
Unconditional Right of Holders To Receive
Principal, Premium and Interest. 
Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right, which is absolute and unconditional,
to receive payment of the principal of, premium, if any, and (subject to Section 3.07)
interest on such Security or payment of such coupon on the respective Stated
Maturities expressed in such Security or coupon (or, in the case of redemption
or repayment, on the Redemption Date or Repayment Date) and to institute suit
for the enforcement of such payment, and such rights shall not be impaired
without the consent of such Holder.


 


SECTION 7.09.   
Restoration of Rights and Remedies.  If the Trustee or any Holder of a Security or
coupon has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case the Company, the Trustee and the Holders shall, subject
to any determination in such proceeding, be restored severally and respectively
to their former positions hereunder, and thereafter all rights and remedies of
the Trustee and the Holders shall continue as though no such proceeding had
been instituted.


 


SECTION 7.10.   
Rights and Remedies Cumulative.  Except as otherwise provided with respect to
the replacement or payment of mutilated, lost, destroyed or stolen Securities
or coupons in the last paragraph of Section 3.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.


 


SECTION 7.11.   
Delay or Omission Not Waiver.  No delay or omission of the Trustee or of any
Holder of any Security or coupon to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or
by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the Holders, as the
case may be.


 


SECTION 7.12.   
Control by Holders.  The Holders of a majority in principal amount
of the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Securities of such series; provided that:


 


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


 


(ii)                                the Trustee shall not determine that the action so directed would be
unjustly prejudicial to the Holders not taking part in such direction;


 


(iii)                             subject to the provisions of Section 8.01, the Trustee shall have
the right to decline to follow any such direction if the Trustee in good faith
shall, by a Responsible Officer or Officers of the Trustee, determine that the
proceeding so directed would involve the Trustee in personal liability; and


 


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


 


SECTION 7.13.   
Waiver of Past Defaults.  The Holders of a majority in 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 and its
consequences, except a default not theretofore cured:


 


35

















 


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


 


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


 


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


 


SECTION 7.14.   
Undertaking for 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, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made
by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 10% in principal amount of
the Outstanding Securities of any series, or to any suit instituted by any
Holder of Securities or coupons for the enforcement of the payment of the
principal of, premium, if any, or interest on any Security or payment of any
coupon on or after the respective Stated Maturities expressed in such Security
or coupon (or, in the case of redemption or repayment, on or after the
Redemption Date or Repayment Date).


 


SECTION 7.15.   
Waiver of Stay or Extension Laws.  The Company covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Company
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.


 


ARTICLE EIGHT


 


The Trustee


 


SECTION 8.01.   
Certain Duties and Responsibilities.  (i)  Except during the continuance of an
Event of Default with respect to any series of Securities:


 


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


 


(b)                                in the absence of bad faith on its part, the Trustee may conclusively
rely with respect to such series, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture;
but in the case of any such certificate 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 as to form to the requirements of the Indenture (but need not confirm
or investigate the accuracy of mathematical calculation or other facts stated
therein).


 


(ii)                               In case an Event of Default with respect to any series of Securities has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture with respect to such series, and use the
same degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.


 


36

















 


(iii)                            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)                                 this Subsection shall not be construed to limit the effect of Subsection (i) of
this Section;


 


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


 


(c)                                 the Trustee shall not be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding
Securities of any series relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Indenture with respect to
Securities of such series; and


 


(d)                                no provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.


 


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


 


SECTION 8.02.   
Notice of Default.  Within 90 days after the occurrence of any
default hereunder with respect to Securities of any series, the Trustee shall
transmit by mail to all Holders of Securities of such series entitled to
receive reports pursuant to Section 6.03(ii) notice of such default
hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however,
that, except in the case of a default in the payment of the principal of,
premium, if any, or interest on any Security of such series, or any related
coupons or in the payment of any sinking fund installment with respect to
Securities of such series the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Holders of Securities of such series; and provided  further that in the case of any default of the character
specified in Section 7.01(iii) with respect to Securities of such
series, no such notice to Holders of Securities of such series shall be given
until at least 90 days after the occurrence thereof.  For the purpose of this Section, the term “default,”
with respect to Securities of any series, means any event which is, or after
notice or lapse of time, or both, would become, an Event of Default with
respect to Securities of such series.


 


SECTION 8.03.   
Certain Rights of Trustee.  Except as otherwise provided in Section 8.01:


 


(i)                                   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, direction, consent, order, bond,
note or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;


 


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


 


(iii)                             whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, conclusively
rely upon an Officers’ Certificate;


 


37

















 


(iv)                            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, suffered or omitted by it
hereunder in good faith and in reliance thereon;


 


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


 


(vi)                            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, security or
other paper or document, but the Trustee, in its discretion, may make further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney and, if so requested to do so by any of the
Holders, at the sole cost and expense of the Company, and shall incur no
liability or additional liability of any kind by reason of such inquiry or
investigation;


 


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


 


(viii)                      the Trustee shall not be charged with knowledge of any default (as
defined in Section 8.02) or Event of Default unless either (1) a
Responsible Officer of the Trustee shall have actual knowledge of such default
or Event of Default or (2) written notice of such default or Event of Default
shall have been given to the Trustee at the Corporate Trust Office of the
Trustee by the Company or any Holder and such notice references the Securities
and the Indenture;


 


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


 


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


 


(xi)                            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


 


(xii)                           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 8.04.   
Not Responsible for Recitals or Issuance of
Securities.  The recitals
contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and neither
the Trustee nor any Authenticating Agent assumes responsibility for their
correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities.  The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.


 


SECTION 8.05.   
May Hold Securities.  The Trustee, any Authenticating Agent, any
Paying Agent, the Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 8.08 and 8.13, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other agent.


 


SECTION 8.06.   
Money Held in Trust.  Money held by the Trustee in trust hereunder
need not be segregated from other funds except to the extent required by
law.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.


 


SECTION 8.07.   
Compensation and Reimbursement.  The Company agrees:


 


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


 


38

















 


(ii)                                except as otherwise expressly provided herein, to reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as shall be determined to have been caused by its own negligence or willful
misconduct; and


 


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


 


As security for the
performance of the obligations of the Company under this Section the
Trustee shall have a lien prior to the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
payment of principal of, premium, if any, or interest on particular Securities.


 


Without prejudice to any
other rights available to the Trustee under applicable law, when the Trustee
incurs expenses or renders services in connection with an Event of Default
specified in Section 7.01(iv) or (v), the expenses (including the
reasonable fees and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable bankruptcy, insolvency or other similar law.


 


The obligations of the
Company set forth in this Section 8.07 and any lien arising hereunder
shall survive the resignation or removal of any Trustee, the discharge of the
Company’s obligations pursuant to Article Eleven of this Indenture and the
termination of this Indenture and the repayment of the Securities whether at
the Stated Maturity or otherwise.


 


SECTION 8.08.   
Disqualification; Conflicting Interests.  If the Trustee has or shall acquire a
conflicting interest within the meaning of Section 310 of the Trust
Indenture Act, the Trustee shall either eliminate such conflicting interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture.  To the extent permitted by the Trust
Indenture Act, the Trustee shall not be deemed to have a conflicting interest
with respect to the Securities of any series by virtue of being Trustee with
respect to the Securities of any particular series of Securities other than
that series.


 


SECTION 8.09.   
Corporate Trustee Required; Eligibility.  There shall at all times be a Trustee with
respect to each series of Securities hereunder which shall be a corporation
organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, subject to supervision or examination by Federal or State
authority; provided, however,
that if Section 310(a) of the Trust Indenture Act or the rules and
regulations of the Commission under the Trust Indenture Act at any time permit
a corporation organized and doing business under the laws of any other jurisdiction
to serve as trustee of an indenture qualified under the Trust Indenture Act,
this Section 8.09 shall be automatically deemed amended to permit a
corporation organized and doing business under the laws of any such
jurisdiction to serve as Trustee hereunder. 
If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.  Neither the Company nor any
person directly or indirectly controlling, controlled by or under common
control with the Company may serve as Trustee. 
If at any time the Trustee with respect to any series of Securities
shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.


 


SECTION 8.10.   
Resignation and Removal; Appointment of Successor.  (i)  No resignation or removal of the
Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee
under Section 8.11.


 


(ii)                                  The Trustee may resign with respect to any series of Securities at any
time by giving written notice thereof to the Company.  If an instrument of acceptance by a successor
Trustee shall not have been delivered to the resigning Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may


 


39
















 


petition any court of competent jurisdiction at
the expense of the Company for the appointment of a successor Trustee with
respect to Securities of such series.


 


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


 


(iv)          If at any time:


 


(a)            the Trustee shall fail to
comply with Section 8.08 with respect to any series of Securities after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security of such series for at least six months; or


 


(b)           the Trustee shall cease to
be eligible under Section 8.09 with respect to any series of Securities
and shall fail to resign after written request therefor by the Company or by
any Holder of Securities of such series; or


 


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


 


then, in any such case, (1) the
Company by a Board Resolution may remove the Trustee with respect to such
series, or (2) subject to Section 7.14, any Holder who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee with respect to such series.


 


(v)           If the Trustee shall
resign, be removed or become incapable of acting with respect to any series of
Securities, or if a vacancy shall occur in the office of Trustee with respect
to any series of Securities for any cause, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 8.11.  If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to such series of
Securities shall be appointed by the Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee with respect to such series, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment,
become the successor Trustee with respect to such series and to that extent
supersede the successor Trustee appointed by the Company with respect to such
series.  If no successor Trustee with
respect to such series shall have been so appointed by the Company or the
Holders of Securities of such series and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to such series.


 


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


 


SECTION 8.11.   
Acceptance of Appointment by Successor.  (i)  In the case of the appointment
hereunder of a successor Trustee with respect to any series of Securities,
every such successor Trustee so appointed shall 


 


40

















 


execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective with respect to all or any series as to which it is resigning as
Trustee, and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to all or any such series; but, on request
of the Company or such successor Trustee, such retiring Trustee shall upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of such retiring Trustee
with respect to all or any such series; and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to all or any such series, subject nevertheless
to its lien, if any, provided for in Section 8.07.


 


(ii)           In case of the appointment
hereunder of a successor Trustee with respect to the Securities of one or more
(but not all) series, the Company, the retiring Trustee and each successor
Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which (a) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in,
each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, (b) if the
retiring Trustee is not retiring with respect to all Securities, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (c) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor Trustee,
such retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates, subject nevertheless to its lien, if any,
provided for in Section 8.07.


 


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


 


(iv)          No successor Trustee with
respect to a series of Securities shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
with respect to such series under this Article.


 


SECTION 8.12.   
Merger, Conversion, Consolidation or Succession to
Business of Trustee.  Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder (provided
that such corporation shall be otherwise qualified and eligible under this
Article), without the execution or filing of any paper or any further act on
the part of any of the parties hereto.  In
case any 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 8.13.   
Preferential Collection of Claims Against Company.  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 Section 311 of the Trust Indenture
Act regarding the collection of any claims as a creditor against the Company
(or any such other obligor).  A Trustee
that has resigned or been removed shall be subject to and comply with said Section 311
to the extent required thereby.


 


41

















 


SECTION 8.14.   
Appointment of Authenticating Agents.  The Trustee may appoint an Authenticating
Agent or Agents, which may include any Affiliate of the Company, with respect
to one or more series of Securities. 
Such Authenticating Agent or Agents at the option of the Trustee shall
be authorized to act on behalf of the Trustee to authenticate Securities of
such series issued upon original issuance, exchange, registration of transfer
or partial redemption thereof or pursuant to Section 3.06, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Whenever reference is made in
this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee’s certificate of authentication or the delivery of Securities to
the Trustee for authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating
Agent, a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent and delivery of Securities to the Authenticating Agent on
behalf of the Trustee.  Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $5,000,000 and subject to supervision or examination
by Federal or State authority. 
Notwithstanding the foregoing, an Authenticating Agent located outside
the United States may be appointed by the Trustee if previously approved in
writing by the Company and if such Authenticating Agent meets the minimum
capitalization requirements of this Section 8.14.  If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.


 


The Trustee shall initially
act as Authenticating Agent located within the United States for each series of
Securities issued hereunder.


 


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


 


An Authenticating Agent may
resign at any time by giving written notice thereof to the Trustee and to the
Company.  The Trustee may at any time
(and upon request by the Company shall) terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating
Agent and to the Company.  Upon receiving
such a notice of resignation or upon such termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company. 
Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.  No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.


 


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


 


42

















 


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


 


	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST COMPANY, N.A.,

  
	
   

  	
  as Trustee,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
  as Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  
	
  Date:

  	
   

  



 


ARTICLE NINE


 


Supplemental Indentures


 


SECTION 9.01.   
Supplemental Indentures Without Consent of Holders.  Without the consent of any Holder of any
Securities or coupons, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, for any of the following purposes:


 


(i)            to
evidence the succession of another corporation or Person to the Company, and
the assumption by any such successor of the covenants of the Company herein and
in the Securities; or


 


(ii)           to
evidence and provide for the acceptance of appointment by another corporation
as a successor Trustee hereunder with respect to one or more series of
Securities and to add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to Section 8.11; or


 


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


 


(iv)          to
cure any ambiguity, defect or inconsistency provided it shall not adversely
affect the Holders; or


 


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


 


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


 


(vii)         to
add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination (a) shall
become effective only when there is no Security Outstanding of any series
created prior to the execution of such supplemental indenture the interests of
the Holders of 


 


43

















 


which (or of the related coupons of which) is
adversely affected in any material respect by such change in or elimination of
such provision or (b) shall not apply to any Securities Outstanding; or


 


(viii)        to
establish the form or terms of Securities of any series as permitted by
Sections 2.02 and 3.01; or


 


(ix)           to
add to or change any provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the issuance of Securities convertible into
other securities; or


 


(x)            to
evidence any changes to Section 8.09 as permitted by the terms thereof; or


 


(xi)           to
convey, transfer, assign, mortgage or pledge any property to or with the
Trustee; or


 


(xii)          to
add to or change or eliminate any provision of this Indenture as shall be
necessary or desirable in accordance with any amendments to the Trust Indenture
Act; provided such action shall not adversely
affect the interest of Holders of Securities of any series or any appurtenant
coupons in any material respect.


 


SECTION 9.02.   
Supplemental Indentures With Consent of Holders.  With the consent of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of
all series affected by such supplemental indenture or indentures (acting as one
class), by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of each such series and any related coupons under this Indenture; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:


 


(i)            change
the Stated Maturity of the principal of, or the Stated Maturity of any
installment of interest (or premium, if any) on, any Outstanding Security, or
reduce the principal amount thereof or any premium thereon or the rate of
interest thereon, or change the obligation of the Company to pay additional
amounts pursuant to Section 5.04 (except as contemplated by Section 10.01(i) and
permitted by Section 9.01), or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 7.02,
or change the method of calculating interest thereon or the coin or currency in
which any Outstanding Security (or premium, if any, thereon) or the interest
thereon is payable, or reduce the minimum rate of interest thereon, or impair
the right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or, in the case of redemption or repayment, on or
after the Redemption Date or Repayment Date);


 


(ii)           reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture or
the consent of whose Holders is required for any waiver of certain defaults
hereunder and their consequences) provided for in this Indenture or reduce the
requirements of Section 15.04 for a quorum;


 


(iii)          change
any obligation of the Company to maintain an office or agency in the places and
for the purposes specified in Section 5.02; or


 


(iv)          modify
any of the provisions of this Section or Section 7.13, except to
increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived.


 


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.


 


44

















 


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


 


SECTION 9.03.   
Execution of Supplemental Indentures.  In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or
the modifications thereby of the trusts created by this Indenture, the Trustee
shall receive, and (subject to Section 8.01) shall be fully protected in
relying upon, an Opinion of Counsel and Officers’ Certificate stating that the
execution of such supplemental indenture is authorized or permitted by and
complies with this Indenture.  The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, liabilities, duties or
immunities under this Indenture or otherwise.


 


SECTION 9.04.   
Effect of Supplemental Indentures.  Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.


 


SECTION 9.05.   
Conformity with Trust Indenture Act.  Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the TIA as
then in effect.


 


SECTION 9.06.   
Reference in Securities to Supplemental Indentures.  Securities authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article may,
and shall, if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture.  If the Company shall so determine, new
Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.


 


ARTICLE TEN


 


Consolidation, Merger, Conveyance or Transfer


 


SECTION 10.01.    Company May Consolidate, etc.,
Only on Certain Terms.  The
Company shall not consolidate with or merge into, or convey or transfer its
properties and assets substantially as an entirety to, any Person, unless:


 


(i)            the
Person formed by such consolidation (if other than the Company) or into which
the Company is merged or the Person which acquires by conveyance or transfer
the properties and assets of the Company substantially as an entirety shall
expressly assume, by an indenture supplemental hereto, executed and delivered
to the Trustee, the due and punctual payment of the principal of, premium, if
any, and interest (including all additional amounts, if any, payable pursuant
to Section 5.04) on all the Securities and the performance of every
covenant of this Indenture on the part of the Company to be performed or
observed;


 


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


 


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


 


SECTION 10.02.    Successor Corporation
Substituted.  Upon any
consolidation or merger, or any conveyance or transfer of the properties and
assets of the Company substantially as an entirety in accordance with Section 10.01,
the successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the 


 


45

















 


Company herein.  In the event of any such conveyance or
transfer, the Company as the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and may be dissolved, wound up
and liquidated at any time thereafter.


 


In case of any such
consolidation, merger, sale or conveyance, such changes in phraseology and form
may be made in the Securities thereafter to be issued as may be appropriate.


 


ARTICLE ELEVEN


 


Satisfaction and Discharge


 


SECTION 11.01.    Satisfaction and Discharge
of Indenture.  This Indenture
shall 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 rights to receive payments thereon and any right to receive additional
amounts, as provided in Section 5.04), and the Trustee, on receipt of a
Company Request and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when:


 


(i)            either:


 


(a)          all
Securities theretofore authenticated and delivered (other than (1) coupons
appertaining to Bearer Securities surrendered for exchange for Registered
Securities and maturing after such exchange, whose surrender is not required or
has not been waived as provided in Section 3.05, (2) coupons
appertaining to Bearer Securities called for redemption and maturing after the
relevant Redemption Date, whose surrender has been waived as provided in Section 4.06,
(3) coupons appertaining to Bearer Securities surrendered for repayment
pursuant to Section 15.03 and maturing after the Repayment Date, whose
surrender has been waived as provided in Section 15.03, (4) Securities
and coupons which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.06, and (5) 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 5.03) have been delivered to the
Trustee for cancellation; or


 


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


 


(1)           have
become due and payable, or


 


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


 


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


 


and the Company, in the case
of (b) (1), (2) or (3) 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 and
coupons not theretofore delivered to the Trustee for cancellation, for
principal, premium, if any, and interest to the date of such deposit (in the
case of Securities which have become due and payable), or to the Stated
Maturity or Redemption Date, as the case may be;


 


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


 


46

















 


(iii)          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 8.07 and, if money shall have been deposited
with the Trustee pursuant to subclause (b) of clause (i) of this
Section, the obligations of the Trustee under Section 11.02 and the last
paragraph of Section 5.03 shall survive such satisfaction and discharge.


 


SECTION 11.02.    Application of Trust Money.  Subject to the provisions of the last
paragraph of Section 5.03, all money deposited with the Trustee pursuant
to Section 11.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the coupons, if any, and this Indenture,
to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent), as the Trustee may determine, to the Persons
entitled thereto, of the principal, premium, if any, and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.


 


SECTION 11.03.    Reinstatement.  If the Trustee or any Paying Agent is unable
to apply any money in accordance with Section 11.02 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company’s obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 11.01
until such time as the Trustee or any Paying Agent is permitted to apply all
such money in accordance with Section 11.02.


 


ARTICLE TWELVE


 


Immunity of Incorporators, Stockholders, Officers and
Directors


 


SECTION 12.01.    Exemption from Individual
Liability.  No recourse under
or upon any obligation, covenant or agreement of this Indenture, or of any
Security or coupon, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer or director,
as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations
of the Company, and that no such personal liability whatever shall attach to,
or is or shall be incurred by, the incorporators, stockholders, officers or
directors, as such, of the Company or of any successor corporation, or any of
them, because of the creation of the indebtedness hereby authorized, or under
or by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or coupons or implied therefrom; and that
any and all such personal liability, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director, as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any
of the Securities or coupons or implied therefrom, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the issuance of the Securities.


 


ARTICLE THIRTEEN


 


Sinking Funds


 


SECTION 13.01.    Applicability of Article.  If provided for by the terms of Securities of
any series as contemplated by Section 3.01, the provisions of this Article shall
be applicable to any sinking fund for the retirement of Securities of such
series (except as otherwise specified as contemplated by Section 3.01 for
Securities of such series).


 


The minimum amount of any
sinking fund payment provided for by the terms of Securities of any series is
herein referred to as a “mandatory sinking fund payment,” and any payment in
excess of such minimum amount 


 


47

















 


provided for by the terms of Securities of
any series is herein referred to as an “optional sinking fund payment.”  If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 13.02. 
Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.


 


SECTION 13.02.    Satisfaction of Sinking
Fund Payments with Securities. 
The Company (i) may deliver Outstanding Securities of a series
(other than any previously called for redemption), together in the case of any
Bearer Securities of such series with all unmatured coupons appertaining
thereto and (ii) may apply as a credit Securities of a series which have
been redeemed either at the election of the Company pursuant to the terms of
such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities
of such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; provided that
such Securities have not been previously so credited.  Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.


 


SECTION 13.03.    Redemption of Securities
for Sinking Fund.  Not less
than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee and the Security Registrar
an Officers’ Certificate specifying (i) the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, (ii) the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 13.02, and (iii) that
none of such Securities has theretofore been so credited and stating the basis
for such credit, and will also deliver to the Trustee any Securities to be so
delivered.  Not less than 30 days before
each sinking fund payment date the Security Registrar shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 4.03 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided
in Section 4.04.  Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 4.06 and 4.07 and shall be subject to Section 4.08.


 


ARTICLE FOURTEEN


 


Repayment at the Option of Holders


 


SECTION 14.01.    Applicability of Article.  If provided for by the terms of Securities of
any series as contemplated by Section 3.01, Securities of such series
which are repayable at the option of the Holders thereof before their Stated
Maturity shall be repaid in accordance with their terms and (except as
otherwise specified pursuant to Section 3.01 for Securities of such series)
in accordance with this Article.


 


SECTION 14.02.    Repayment of Securities.  Each Security which is subject to repayment
in whole or in part at the option of the Holder thereof on a Repayment Date
shall be repaid at the applicable Repayment Price together with interest
accrued to such Repayment Date as specified pursuant to Section 3.01.


 


SECTION 14.03.    Exercise of Option, Notice.  Each Holder desiring to exercise such Holder’s
option for repayment shall, as conditions to such repayment, surrender the
Security to be repaid in whole or in part together with written notice of the
exercise of such option at any office or agency of the Company in a Place of
Payment, not less than 30 nor more than 45 days prior to the Repayment Date; provided, however, that
surrender of Bearer Securities together with written notice of exercise of such
option shall be made at an office or agency located outside the United States
except as otherwise provided in Section 5.02.  Such notice, which shall be irrevocable,
shall specify the principal amount of such Security to be repaid, which shall
be equal to the minimum authorized denomination for such Security or an
integral multiple thereof, and shall identify the Security to be repaid and, in
the case of a partial repayment of the Security, shall specify the denomination
or denominations of the Security or Securities of the same series to be issued
to the Holder for the portion of the principal of the Security surrendered
which is not to be repaid.


 


If any Bearer Security
surrendered for repayment shall not be accompanied by all unmatured coupons and
all matured coupons in default, such Bearer Security may be paid after
deducting from the Repayment Price an 


 


48

















 


amount equal to the face amount of all such
missing coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless.  If thereafter the Holder
of such Bearer Security shall surrender to the Trustee or any Paying Agent any
such missing coupon in respect of which a deduction shall have been made from
the Repayment Price, such Holder shall be entitled to receive the amount so
deducted without interest thereon; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States except as
otherwise provided in Section 5.02.


 


The Company shall execute
and the Trustee shall authenticate and deliver without service charge to the
Holder of any Registered Security so surrendered a new Registered Security or
Securities of the same series and tenor, of any authorized denomination
specified in the foregoing notice, in an aggregate principal amount equal to
any portion of the principal of the Registered Security so surrendered which is
not to be repaid.


 


The Company shall execute
and the Trustee shall authenticate and deliver without service charge to the
Holder of any Bearer Security so surrendered a new Registered Security or
Securities or new Bearer Security or Securities (and all appurtenant unmatured
coupons and matured coupons in default) or any combination thereof of the same
series and tenor of any authorized denomination or denominations specified in
the foregoing notice, in an aggregate principal amount equal to any portion of
the principal of the Security so surrendered which is not to be repaid; provided, however, that
the issuance of a Registered Security therefor shall be subject to applicable
laws and regulations, including provisions of the United States Federal income
tax laws and regulations in effect at the time of the exchange; neither the
Company, the Trustee nor the Security Registrar shall issue Registered
Securities for Bearer Securities if it has received an Opinion of Counsel that
as a result of such issuance the Company would suffer adverse consequences
under the United States Federal income tax laws then in effect and the Company
has delivered to the Trustee a Company Order directing the Trustee not to make
such issuances thereafter unless and until the Trustee receives a subsequent
Company Order to the contrary.  The
Company shall deliver copies of such Company Order to the Security Registrar.


 


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


 


SECTION 14.04.    Election of Repayment by
Remarketing Entities.  The
Company may elect, with respect to Securities of any series which are repayable
at the option of the Holders thereof before their Stated Maturity, at any time
prior to any Repayment Date to designate one or more Remarketing Entities to
purchase, at a price equal to the Repayment Price, Securities of such series
from the Holders thereof who give notice and surrender their Securities in
accordance with Section 14.03.


 


SECTION 14.05.    Securities Payable on the
Repayment Date.  Notice of
exercise of the option of repayment having been given and the Securities so to
be repaid having been surrendered as aforesaid, such Securities shall, unless
purchased in accordance with Section 14.04, on the Repayment Date become
due and payable at the price therein specified and from and after the Repayment
Date such Securities shall cease to bear interest and shall be paid on the
Repayment Date, and the coupons for such interest appertaining to Bearer
Securities so to be repaid, except to the extent provided above, shall be void,
unless the Company shall default in the payment of such price, in which case
the Company shall continue to be obligated for the principal amount of such
Securities and shall be obligated to pay interest on such principal amount at
the rate prescribed therefor by such Securities from time to time until payment
in full of such principal amount.


 


ARTICLE FIFTEEN


 


Meetings of Holders of Securities


 


SECTION 15.01.    Purposes for Which
Meetings May Be Called. 
If Securities of a series are issuable in whole or in part as Bearer
Securities, a meeting of Holders of Securities of such series may be called at
any time and from time to time pursuant to this Article to make, give or
take any request, demand, authorization, direction, notice, consent, waiver or
other Act provided by this Indenture to be made, given or taken by Holders of
Securities of such series.


 


49
















 


SECTION 15.02.    Call, Notice and Place of
Meetings.  (i)  The
Trustee may at any time call a meeting of Holders of Securities of any series
issuable in whole or in part as Bearer Securities for any purpose specified in Section 15.01,
to be held at such time and at such place in Beverly Hills, California, in the
Borough of Manhattan, The City of New York, or in London as the Trustee shall
determine.  Notice of every meeting of
Holders of Securities of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given, in the manner provided in Section 1.06, not less than 21
nor more than 180 days prior to the date fixed for the meeting.


 


(ii)           In
case at any time the Company, pursuant to a Board Resolution, or the Holders of
at least 10% in principal amount of the Outstanding Securities of any such
series shall have requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 15.01, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of Securities of such series in the
amount above specified, as the case may be, may determine the time and the
place in Beverly Hills, California, in the Borough of Manhattan, The City of
New York, or in London for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in subsection (i) of this
Section.


 


SECTION 15.03.    Persons Entitled to Vote
at Meetings.  To be entitled
to vote at any meeting of Holders of Securities of any series, a Person shall
be (1) a Holder of one or more Outstanding Securities of such series, or
(2) a Person appointed by an instrument in writing as proxy for a Holder
or Holders of one or more Outstanding Securities of such series by such Holder
or Holders.  The only Persons who shall
be entitled to be present or to speak at any meeting of Holders of Securities
of any series shall be the Persons entitled to vote at such meeting and their
counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.


 


SECTION 15.04.    Quorum; Action.  The Persons entitled to vote a majority in
principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series; provided, however, that
if any action is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly provides may be given by the Holders of a
greater percentage in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote such greater percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum.  In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Securities of such series, be dissolved.  In the absence of a quorum in any other case
the meeting may be adjourned for a period of not less than 10 days as
determined by the chairperson of the meeting prior to the adjournment of such
meeting.  In the absence of a quorum at
any such adjourned meeting, such adjourned meeting may be further adjourned for
a period of not less than 10 days as determined by the chairperson of the
meeting prior to the adjournment of such adjourned meeting.  Notice of the reconvening of any adjourned
meeting shall be given as provided in Section 15.02 (i), except that such
notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened.  Notice of the reconvening of an adjourned
meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series which shall
constitute a quorum.


 


Except as limited by the
provisos to Section 9.02, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may
be adopted only by the affirmative vote of the Holders of a majority in
principal amount of the Outstanding Securities of the series; provided, however, that,
except as limited by the provisos to Section 9.02, any resolution with
respect to any consent or waiver which this Indenture expressly provides may be
given by the Holders of a greater percentage in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid only by
the affirmative vote of the Holders of such greater percentage in principal
amount of the Outstanding Securities of that series; and provided
further that, except as limited by the
provisos to Section 9.02, any resolution with respect to any request,
demand, authorization, direction, notice, consent, waiver or other Act which
this Indenture expressly provides may be made, given or taken by the Holders of
a specified percentage, which is less than a majority in principal amount of
the Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid
by the affirmative vote of the Holders of such specified percentage in
principal amount of the Outstanding Securities of that series.


 


50

















 


Any resolution passed or
decision taken at any meeting of Holders of Securities of any series duly held
in accordance with this Section shall be binding on all the Holders of
Securities of such series and the related coupons, whether or not present or
represented at the meeting.


 


SECTION 15.05.    Determination of Voting
Rights; Conduct and Adjournment of Meetings.  (a)  Notwithstanding any other
provisions of this Indenture, the Trustee may make such reasonable regulations
as it may deem advisable for any meeting of Holders of Securities of such
series in regard to proof of the holding of Securities of such series and of
the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate.  Except as otherwise permitted or required by
any such regulations, the holding of Securities shall be proved in the manner
specified in Section 1.04 and the appointment of any proxy shall be proved
in the manner specified in Section 1.04 or, in the case of Bearer
Securities, by having the signature of the person executing the proxy witnessed
or guaranteed by any trust company, bank or banker authorized by Section 1.04
to certify to the holding of Bearer Securities. 
Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 1.04 or other proof.


 


(b)           The
Trustee shall, by an instrument in writing, appoint a temporary chairperson of
the meeting, unless the meeting shall have been called by the Company or by
Holders of Securities as provided in Section 15.02(ii), in which case the
Company or the Holders of Securities of the series calling the meeting, as the
case may be, shall in like manner appoint a temporary chairperson.  A permanent chairperson and a permanent
secretary of the meeting shall be elected by vote of the Persons entitled to
vote a majority in principal amount of the Outstanding Securities of such
series represented at the meeting.


 


(c)           At
any meeting each Holder of a Security of such series or proxy shall be entitled
to one vote for each $1,000 principal amount (or the equivalent in any
composite currency or a Foreign Currency) 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
chairperson of the meeting not to be Outstanding.  The chairperson of the meeting shall have no
right to vote, except as a Holder of a Security of such series or proxy.


 


(d)           Any
meeting of Holders of Securities of any series duly called pursuant to Section 15.02
at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting; and the meeting may be held as so
adjourned without further notice.


 


SECTION 15.06.    Counting Votes and
Recording Action of Meetings. 
The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them.  The permanent chairperson of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting.  A record, at
least in triplicate, of the proceedings of each meeting of Holders of
Securities of any series shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors
of votes on any vote by ballot taken thereat and affidavits by one or more
persons having knowledge of the facts setting forth a copy of the notice of the
meeting and showing that said notice was given as provided in Section 15.02
and, if applicable, Section 15.04. 
Each copy shall be signed and verified by the affidavits of the
permanent chairperson and secretary of the meeting and one such copy shall be
delivered to the Company, and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the
meeting.  Any record so signed and
verified shall be conclusive evidence of the matters therein stated.


 


51

















 


ARTICLE SIXTEEN


 


Miscellaneous


 


SECTION 16.01.    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.


 


THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., hereby accepts the trusts in this Indenture declared and
provided, upon the terms and conditions hereinabove set forth.


 


52

















 


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


 


	
   

  	
  CITY NATIONAL CORPORATION,

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Michael B. Cahill

  
	
   

  	
   

  	
  Name: Michael B. Cahill

  
	
   

  	
   

  	
  Title: Executive Vice
  President, General Counsel and Secretary

  



 


Attest:


 


	
  /s/
  Jean A. Cooper

  	
   

  
	
  Jean
  A. Cooper

  	
   

  
	
  Assistant
  Secretary

  	
   

  



 


	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST 

  COMPANY, N.A.,

  
	
   

  	
  as Trustee,

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Teresa Petta

  
	
   

  	
  by:

  	
  Name: Teresa Petta

  
	
   

  	
   

  	
  Title: Vice President

  



 


53

















 


EXHIBIT A


 


FORM OF
CERTIFICATE TO BE GIVEN BY

PERSON ENTITLED TO RECEIVE BEARER SECURITY


 


CERTIFICATE


 


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


 


This is to certify that the
above-captioned Securities are not being acquired by or on behalf of a United
States person, or, if a beneficial interest in the Securities is being acquired
by or on behalf of a United States person, that such United States person is a
financial institution within the meaning of Section 1.165-12 (c) (1) (v) of
the United States Treasury regulations which agrees to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended and the regulations thereunder.  If the undersigned is a dealer, the
undersigned agrees to obtain a similar certificate from each person entitled to
delivery of any of the above-captioned Securities in bearer form purchased from
it; provided, however,
that, if the undersigned has actual knowledge that the information contained in
such a certificate is false, the undersigned will not deliver a Security in
temporary or definitive bearer form to the person who signed such certificate
notwithstanding the delivery of such certificate to the undersigned.


 


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


 


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


 


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


 


Dated:                     , 20


 


[To be dated no earlier than
15 days prior to the Exchange Date]


 


	
   

  	
  [Name of Person Entitled
  to Receive Bearer Security]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Authorized
  Signatory)

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


EXHIBIT B


 


FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CLEARSTREAM IN

CONNECTION WITH THE

EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY


 


CERTIFICATE


 


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


 


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


 


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


 


Dated:                     , 20


 


[To be dated no earlier than
the Exchange Date]


 


	
   

  	
  [Euroclear Bank S.A./N.V.,
  as Operator of the Euroclear System, or any successor securities clearing
  agency]

  
	
   

  	
   

  
	
   

  	
  [CLEARSTREAM]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 

















 


EXHIBIT C


 


FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR AND

CLEARSTREAM TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE


 


CERTIFICATE


 


[Insert
title or sufficient description of Securities]


 


This is to certify that, as
of the Interest Payment Date on [Insert Date], the undersigned, which is a
holder of an interest in the temporary global Security representing the above
Securities, is not a United States person.


 


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


 


We confirm that the interest
payable on such Interest Payment Date will be paid to each of the persons appearing
in our records as being entitled to interest to be paid on the above date from
whom we have received a written certification dated not earlier than 15 days
prior to such Interest Payment Date to the effect that the beneficial owner of
such portion with respect to which interest is to be paid on such date either
is not a United States person or is a United States person which is a financial
institution which has provided an Internal Revenue Service Form W-9 or is
an exempt recipient as defined in United States Treasury Regulations §
1.6049-4(c)(1)(ii).  We undertake to
retain certificates received from our member organizations in connection
herewith for four years from the end of the calendar year in which such certificates
are received.


 


The foregoing reflects any
advice received subsequent to the date of any certificate stating that the
statements contained in such certificate are no longer correct.


 


Dated:                     , 20


 


[To be dated on or after the
relevant Interest Payment Date]


 


	
   

  	
  [Euroclear Bank S.A./N.V.,
  as Operator of the Euroclear System, or any successor securities clearing
  agency]

  
	
   

  	
   

  
	
   

  	
  [CLEARSTREAM]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 

















 


EXHIBIT
D


 


FORM OF
CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS TO
  OBTAIN INTEREST PRIOR TO AN EXCHANGE
DATE


 


CERTIFICATE


 


[Insert
title or sufficient description of Securities]


 


This is to certify that as
of the date hereof, no portion of the temporary global Security representing
the above-captioned Securities and held by you for our account is beneficially
owned by a United States person or, if any portion thereof held by you for our
account is beneficially owned by a United States person, such United States
person is a financial institution within the meaning of Section 1.165-12(c)(1)(v) of
the United States Treasury regulations which agrees to comply with Section 165(j)(3)(A),
(B) or (C) of the Internal Revenue Code of 1986, as amended and the
regulations thereunder, and certifies that either it has provided an Internal
Revenue Service Form W-9 or is an exempt recipient as defined in Section 1.6049-4(c)(1)(ii) of
the United States Treasury regulations.


 


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


 


We undertake to advise you
by telex if the above statement as to beneficial ownership is not correct on
the Interest Payment Date on [Insert Date] as to any such portion of such
temporary global Security.


 


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


 


Dated:                     , 20


 


[To be dated on or after the
15th day before the relevant Interest Payment Date]


 


	
   

  	
  [Name of Account Holder]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Authorized
  Signatory)

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: