Exhibit 4.1


 


ALLIANT TECHSYSTEMS INC.


 


AND


 


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


 


as Trustee


 


Senior Debt Securities


 


INDENTURE


 


Dated as
of               
    , 20   


 

















 


CROSS
REFERENCE SHEET *


 


Provisions of Sections 310
through 318(a) inclusive of the Trust Indenture Act of 1939, as amended,
and the Indenture dated as of
                   ,
20     between Alliant Techsystems Inc. and The Bank of New
York Mellon Trust Company, N.A., as Trustee.


 




	
  Section

  of

  Trust Indenture Act

  	
   

  	
  Section

  of

  Indenture

  
	
  310(a)(1)

  	
   

  	
  6.10

  
	
  310(a)(2)

  	
   

  	
  6.10

  
	
  310(a)(3)

  	
   

  	
  N/A

  
	
  310(a)(4)

  	
   

  	
  N/A

  
	
  310(a)(5)

  	
   

  	
  6.10

  
	
  310(b)

  	
   

  	
  6.10

  
	
  310(c)

  	
   

  	
  N/A

  
	
  311(a)

  	
   

  	
  6.11

  
	
  311(b)

  	
   

  	
  6.11

  
	
  311(c)

  	
   

  	
  N/A

  
	
  312(a)

  	
   

  	
  4.01

  
	
  312(b)

  	
   

  	
  4.02(b)

  
	
  312(c)

  	
   

  	
  4.02(c)

  
	
  313(a)

  	
   

  	
  6.06

  
	
  313(b)

  	
   

  	
  6.06

  
	
  313(c)

  	
   

  	
  6.06

  
	
  313(d)

  	
   

  	
  6.06

  
	
  314(a)

  	
   

  	
  3.04 and 4.03

  
	
  314(b)

  	
   

  	
  N/A

  
	
  314(c)(1)

  	
   

  	
  2.04 and 13.05

  
	
  314(c)(2)

  	
   

  	
  2.04 and 13.05

  
	
  314(c)(3)

  	
   

  	
  N/A

  
	
  314(d)

  	
   

  	
  N/A

  
	
  314(e)

  	
   

  	
  13.05

  
	
  315(a)

  	
   

  	
  6.01(b)

  
	
  315(b)

  	
   

  	
  6.05

  
	
  315(c)

  	
   

  	
  6.01(a)

  
	
  315(d)

  	
   

  	
  6.01(c)

  
	
  315(e)

  	
   

  	
  5.10

  
	
  316(a)(1)(A)

  	
   

  	
  5.08

  
	
  316(a)(1)(B)

  	
   

  	
  5.09

  
	
  316(a)(2)

  	
   

  	
  N/A

  
	
  316(b)

  	
   

  	
  5.06

  
	
  316(c)

  	
   

  	
  2.07

  
	
  317(a)(1)

  	
   

  	
  5.02

  
	
  317(a)(2)

  	
   

  	
  5.02

  
	
  317(b)

  	
   

  	
  3.02 and 3.03

  
	
  318(a)

  	
   

  	
  13.07

  






 






* 
This cross reference sheet shall not, for any purpose, be deemed to be a
part of the Indenture.


 

















 


Attention should also be directed
to Section 318(c) of the Trust Indenture Act of 1939, as amended,
which provides that the provisions of Sections 310 through 317 of such Act
are a part of and govern every qualified indenture, whether or not physically
contained therein.


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1.       DEFINITIONS

  	
  1

  
	
  SECTION 1.01.

  	
  Certain Terms Defined

  	
  1

  
	
   

  	
   

  
	
  ARTICLE 2.       SECURITIES

  	
  5

  
	
  SECTION 2.01.

  	
  Forms Generally

  	
  5

  
	
  SECTION 2.02.

  	
  Form of Trustee’s Certificate of Authentication

  	
  5

  
	
  SECTION 2.03.

  	
  Amount Unlimited; Issuable in Series

  	
  6

  
	
  SECTION 2.04.

  	
  Authentication and Delivery of Securities

  	
  8

  
	
  SECTION 2.05.

  	
  Execution of Securities

  	
  9

  
	
  SECTION 2.06.

  	
  Certificate of Authentication

  	
  9

  
	
  SECTION 2.07.

  	
  Denomination and Date of Securities; Payments of Interest

  	
  9

  
	
  SECTION 2.08.

  	
  Registration, Registration of Transfer and Exchange

  	
  11

  
	
  SECTION 2.09.

  	
  Mutilated, Defaced, Destroyed, Lost and Stolen Securities

  	
  12

  
	
  SECTION 2.10.

  	
  Cancellation of Securities

  	
  12

  
	
  SECTION 2.11.

  	
  Temporary Securities

  	
  13

  
	
  SECTION 2.12.

  	
  Securities in Global Form

  	
  13

  
	
  SECTION 2.13.

  	
  CUSIP Numbers

  	
  14

  
	
   

  	
   

  
	
  ARTICLE 3.       COVENANTS
  OF THE COMPANY

  	
  14

  
	
  SECTION 3.01.

  	
  Payment of Principal and Interest

  	
  14

  
	
  SECTION 3.02.

  	
  Offices for Payment, Etc.

  	
  14

  
	
  SECTION 3.03.

  	
  Paying Agents

  	
  15

  
	
  SECTION 3.04.

  	
  Officers’ Certificate

  	
  15

  
	
  SECTION 3.05.

  	
  Calculation of Original Issue Discount

  	
  15

  
	
   

  	
   

  
	
  ARTICLE 4.       HOLDERS’
  LISTS AND REPORTS BY THE COMPANY

  	
  16

  
	
  SECTION 4.01.

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

  	
  16

  
	
  SECTION 4.02.

  	
  Preservation and Disclosure of Holders’ Lists

  	
  16

  
	
  SECTION 4.03.

  	
  Reports by the Company

  	
  17

  
	
   

  	
   

  
	
  ARTICLE 5.       REMEDIES
  OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

  	
  18

  
	
  SECTION 5.01.

  	
  Event of Default Defined; Acceleration of Maturity; Waiver
  of Default

  	
  18

  
	
  SECTION 5.02.

  	
  Collection of Indebtedness by Trustee; Trustee
  May Prove Debt

  	
  20

  
	
  SECTION 5.03.

  	
  Application of Proceeds

  	
  21

  
	
  SECTION 5.04.

  	
  Restoration of Rights on Abandonment of Proceedings

  	
  22

  
	
  SECTION 5.05.

  	
  Limitations on Suits by Holders

  	
  22

  
	
  SECTION 5.06.

  	
  Unconditional Right of Holders to Institute Certain Suits

  	
  22

  
	
  SECTION 5.07.

  	
  Powers and Remedies Cumulative; Delay or Omission Not
  Waiver of Default

  	
  23

  
	
  SECTION 5.08.

  	
  Control by Holders

  	
  23

  
	
  SECTION 5.09.

  	
  Waiver of Past Defaults

  	
  23

  
	
  SECTION 5.10.

  	
  Right of Court to Require Filing of Undertaking to Pay
  Costs

  	
  23

  
	
  SECTION 5.11.

  	
  Suits for Enforcement

  	
  24

  
	
   

  	
   

  
	
  ARTICLE 6.       CONCERNING
  THE TRUSTEE

  	
  24

  
	
  SECTION 6.01.

  	
  Duties of Trustee

  	
  24

  



 


i

















 


	
  SECTION 6.02.

  	
  Rights of Trustee

  	
  25

  
	
  SECTION 6.03.

  	
  Individual Rights of Trustee

  	
  27

  
	
  SECTION 6.04.

  	
  Trustee’s Disclaimer

  	
  27

  
	
  SECTION 6.05.

  	
  Notice of Defaults

  	
  27

  
	
  SECTION 6.06.

  	
  Reports by Trustee to Holders

  	
  27

  
	
  SECTION 6.07.

  	
  Compensation and Indemnity

  	
  28

  
	
  SECTION 6.08.

  	
  Replacement of Trustee

  	
  28

  
	
  SECTION 6.09.

  	
  Successor Trustee by Merger

  	
  29

  
	
  SECTION 6.10.

  	
  Eligibility; Disqualification

  	
  29

  
	
  SECTION 6.11.

  	
  Preferential Collection of Claims Against Company

  	
  29

  
	
   

  	
   

  
	
  ARTICLE 7.       CONCERNING
  THE HOLDERS

  	
  29

  
	
  SECTION 7.01.

  	
  Evidence of Action Taken by Holders

  	
  29

  
	
  SECTION 7.02.

  	
  Proof of Execution of Instruments

  	
  30

  
	
  SECTION 7.03.

  	
  Holders to Be Treated as Owners

  	
  30

  
	
  SECTION 7.04.

  	
  Securities Owned by Company Deemed Not Outstanding

  	
  30

  
	
  SECTION 7.05.

  	
  Right of Revocation of Action Taken

  	
  30

  
	
   

  	
   

  
	
  ARTICLE 8.       SUPPLEMENTAL
  INDENTURES

  	
  31

  
	
  SECTION 8.01.

  	
  Supplemental Indentures Without Consent of Holders

  	
  31

  
	
  SECTION 8.02.

  	
  Supplemental Indentures with Consent of Holders

  	
  32

  
	
  SECTION 8.03.

  	
  Effect of Supplemental Indenture

  	
  33

  
	
  SECTION 8.04.

  	
  Documents to Be Given to Trustee

  	
  33

  
	
  SECTION 8.05.

  	
  Notation on Securities in Respect of Supplemental
  Indentures

  	
  33

  
	
   

  	
   

  
	
  ARTICLE 9.       CONSOLIDATION,
  MERGER, SALE OR CONVEYANCE

  	
  34

  
	
  SECTION 9.01.

  	
  Company May Consolidate, Etc. on Certain Terms

  	
  34

  
	
  SECTION 9.02.

  	
  Successor Corporation Substituted

  	
  34

  
	
  SECTION 9.03.

  	
  Opinion of Counsel to Trustee

  	
  35

  
	
   

  	
   

  
	
  ARTICLE 10.       SATISFACTION
  AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED FUNDS

  	
  35

  
	
  SECTION 10.01.

  	
  Satisfaction and Discharge of Indenture; Defeasance

  	
  35

  
	
  SECTION 10.02.

  	
  Conditions to Defeasance

  	
  36

  
	
  SECTION 10.03.

  	
  Application of Trust Money

  	
  36

  
	
  SECTION 10.04.

  	
  Repayment to Company

  	
  36

  
	
  SECTION 10.05.

  	
  Indemnity for Government Obligations

  	
  37

  
	
  SECTION 10.06.

  	
  Reinstatement

  	
  37

  
	
   

  	
   

  
	
  ARTICLE 11.       REDEMPTION
  OF SECURITIES AND SINKING FUNDS

  	
  37

  
	
  SECTION 11.01.

  	
  Applicability of Article

  	
  37

  
	
  SECTION 11.02.

  	
  Notice of Redemption; Partial Redemptions

  	
  37

  
	
  SECTION 11.03.

  	
  Payment of Securities Called for Redemption

  	
  39

  
	
  SECTION 11.04.

  	
  Exclusion of Certain Securities from Eligibility for
  Selection for Redemption

  	
  39

  
	
  SECTION 11.05.

  	
  Mandatory and Optional Sinking Funds

  	
  40

  
	
  SECTION 11.06.

  	
  Repayment at the Option of the Holders

  	
  42

  
	
  SECTION 11.07.

  	
  Conversion Arrangement on Call for Redemption

  	
  42

  
	
   

  	
   

  
	
  ARTICLE 12.       CONVERSION
  OF SECURITIES

  	
  43

  
	
  SECTION 12.01.

  	
  Applicability of Article

  	
  43

  
	
  SECTION 12.02.

  	
  Right of Holders to Convert Securities into Common Shares

  	
  43

  



 


ii

















 


	
  SECTION 12.03.

  	
  Issuance of Common Shares on Conversions

  	
  44

  
	
  SECTION 12.04.

  	
  No Payment or Adjustment for Interest or Dividends

  	
  44

  
	
  SECTION 12.05.

  	
  Adjustment of Conversion Price

  	
  45

  
	
  SECTION 12.06.

  	
  No Fractional Shares to Be Issued

  	
  48

  
	
  SECTION 12.07.

  	
  Preservation of Conversion Rights upon Consolidation,
  Merger, Sale or Conveyance

  	
  48

  
	
  SECTION 12.08.

  	
  Notice to Holders of the Securities of a Series Prior
  to Taking Certain Types of Action

  	
  49

  
	
  SECTION 12.09.

  	
  Covenant to Reserve Shares for Issuance on Conversion of
  Securities

  	
  50

  
	
  SECTION 12.10.

  	
  Compliance with Governmental Requirements

  	
  50

  
	
  SECTION 12.11.

  	
  Payment of Taxes upon Certificates for Shares Issued upon
  Conversion

  	
  50

  
	
  SECTION 12.12.

  	
  Trustee’s Duties with Respect to Conversion Provisions

  	
  50

  
	
  SECTION 12.13.

  	
  Conversion of Securities into Preferred Shares or Other
  Securities

  	
  51

  
	
   

  	
   

  
	
  ARTICLE 13.       MISCELLANEOUS
  PROVISIONS

  	
  51

  
	
  SECTION 13.01.

  	
  Incorporators, Shareholders, Officers and Directors of
  Company Exempt from Individual Liability

  	
  51

  
	
  SECTION 13.02.

  	
  Provisions of Indenture for the Sole Benefit of Parties
  and Holders

  	
  51

  
	
  SECTION 13.03.

  	
  Successors and Assigns of Company Bound by Indenture

  	
  51

  
	
  SECTION 13.04.

  	
  Notices and Demands on Company, Trustee and Holders

  	
  51

  
	
  SECTION 13.05.

  	
  Officers’ Certificates and Opinions of Counsel; Statements
  to Be Contained Therein

  	
  52

  
	
  SECTION 13.06.

  	
  Payments Due on Saturdays, Sundays and Holidays

  	
  53

  
	
  SECTION 13.07.

  	
  Conflict of Any Provision of Indenture with Trust
  Indenture Act

  	
  53

  
	
  SECTION 13.08.

  	
  New York Law to Govern

  	
  53

  
	
  SECTION 13.09.

  	
  Counterparts

  	
  54

  
	
  SECTION 13.10.

  	
  Effect of Headings; Gender

  	
  54

  
	
  SECTION 13.11.

  	
  Waiver of Jury Trial

  	
  54

  
	
  SECTION 13.12.

  	
  Force Majeure

  	
  54

  



 


iii














 


INDENTURE


 


This INDENTURE (this “Indenture”), dated as
of                 
    , 20    , is by and between ALLIANT
TECHSYSTEMS INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., a corporation organized under the laws of the State of New York
authorized to conduct banking business, as trustee (the “Trustee”).


 


RECITALS


 


A.            The
Company has duly authorized the issue from time to time of its debentures,
notes or other evidences of indebtedness (the “Securities”) to be issued in one or more Series.


 


B.            All
things necessary to make this Indenture a valid, legally binding indenture and
agreement according to its terms have been done.


 


NOW, THEREFORE, in consideration of
the premises and the purchase of the Securities by the Holders thereof, it is
mutually agreed for the equal and ratable benefit of the Holders from time to
time of the Securities or of Series thereof as follows.


 


ARTICLE 1

DEFINITIONS


 


SECTION 1.01.  Certain Terms Defined.  Unless
otherwise specified as contemplated by Section 2.03 for the Securities of
any Series, the following terms (except as otherwise expressly provided or
unless the context otherwise clearly requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section 1.01. 
All other terms (except as herein otherwise expressly provided or unless
the context otherwise clearly requires) used in this Indenture that are defined
in the Trust Indenture Act or the definitions of which in the Securities Act
are referred to in the Trust Indenture Act, including terms defined therein by
reference to the Securities Act, shall have the meanings assigned to such terms
in the Trust Indenture Act and the Securities Act as in force at the date of
this Indenture.  All accounting terms
used herein and not expressly defined shall have the meanings assigned to such
terms in accordance with GAAP.  The words
“herein”, “hereof” and “hereunder” and other words of similar import refer to this
Indenture as a whole, as supplemented and amended from time to time, and not to
any particular Article, Section or other subdivision.  The terms defined in this Article 1 have
the meanings assigned to them in this Article 1 and include the plural as
well as the singular.


 


“Board
of Directors” means either the Board of Directors of the Company or
any duly authorized committee of that Board or any duly authorized committee
created by that Board.


 


“Business
Day”, except as may otherwise be provided in the form of Securities
of any particular Series, with respect to any Place of Payment or place of
publication means any day, other than a Saturday, Sunday or day on which
banking institutions are authorized or required by law or regulation to close
in that Place of Payment or place of publication.


 


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


 

















 


delivery of this Indenture such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties on such date.


 


“Common
Shares” means the shares of common stock, par value $0.01 per share,
of the Company as they exist on the date of this Indenture, or any other shares
of capital stock of the Company into which such shares shall be reclassified or
changed.


 


“Company”
means the Person identified as the “Company” in the first paragraph hereof
until a successor corporation shall have become such pursuant to the applicable
provisions hereof, and thereafter “Company” shall mean such successor
corporation.


 


“Corporate
Trust Office” means the principal corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this Indenture is
located at 2 North LaSalle Street, Suite 1020 Chicago, IL 60602
Attn: Corporate Trust Administration.


 


“covenant
defeasance option” has the meaning specified in Section 10.01(b).


 


“defaulted
interest” has the meaning specified in Section 2.07.


 


“Depository”,
with respect to Securities of any Series for which the Company shall
determine that such Securities will be issued as a Depository Security, means
The Depository Trust Company or another clearing agency or any successor
registered under the Securities Exchange Act or other applicable statute or
regulation, which, in each case, shall be designated by the Company pursuant to
Sections 2.03 and 2.12.


 


“Depository
Security”, with respect to any Series of Securities, means a
Security executed by the Company and authenticated and delivered by the Trustee
to the Depository or pursuant to the Depository’s instruction, all in
accordance with this Indenture and pursuant to a resolution of the Board of
Directors or an indenture supplemental hereto as contemplated by
Section 2.03, which shall be registered as to principal and interest in
the name of the Depository or its nominee and shall represent, and shall be denominated
in an amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such Series.


 


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


 


“GAAP”
means such accounting principles as are generally accepted at the time of any
computation hereunder.


 


“Holder”,
“Holder of Securities”, “Registered Holder”, or other similar terms
mean the Person in whose name at the time a particular Security is registered
in the Security register.


 


“Indenture”
means this instrument as originally executed or as it may from time to time be
amended or supplemented as herein provided, as so amended or supplemented or
both, and shall include the forms and terms of particular Series of
Securities established as contemplated by Section 2.03.


 


“legal
defeasance option” has the meaning specified in Section 10.01(b).


 


2

















 


“Officers’
Certificate” means a certificate signed on behalf of the Company by
the chairman of the Board of Directors or the president or any vice president
and by the treasurer, the controller, any assistant treasurer, the secretary or
any assistant secretary of the Company and delivered to the Trustee.  Each such certificate shall include the
statements provided for in Section 13.05.


 


“Opinion
of Counsel” means a written opinion of legal counsel who may be an
employee of or counsel to the Company. 
Each Opinion of Counsel shall include the statements provided for in
Section 13.05, if and to the extent required hereby.


 


“original
issue date” of any Security means the date set forth as such on such
Security.


 


“Original
Issue Discount Security” means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to
Section 5.01.


 


“Outstanding”,
when used with reference to Securities of any Series as of any particular
time, subject to the provisions of Section 7.04, means all Securities of
that Series authenticated and delivered under this Indenture, except:


 


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


 


(b)           Securities, or portions thereof, for the payment or
redemption of which the necessary funds in the required currency shall have
been deposited in trust with the Trustee or with any Paying Agent other than
the Company, or shall have been set aside, segregated and held in trust by the
Company for the holders of such Securities if the Company shall act as its own
Paying Agent, provided that if such securities, or portions thereof, are to be
redeemed prior to the maturity thereof, notice of such redemption shall have
been given as herein provided, or provision satisfactory to the Trustee shall
have been made for giving such notice;


 


(c)           Securities in substitution for which other Securities shall
have been authenticated and delivered pursuant to the terms of
Section 2.09, except with respect to any such Security as to which proof
satisfactory to the Trustee and the Company is presented that such Security is
held by a person in whose hands such Security is a legal, valid and binding
obligation of the Company;


 


(d)           Securities converted into Common Shares or Preferred Shares
in accordance with or as contemplated by this Indenture; and


 


(e)           Securities with respect to which the Company has effected
defeasance as provided in Article 10.


 


“Paying
Agent” means any Person, which may include the Company, authorized
by the Company to pay the principal of or interest, if any, on any Security of
any Series on behalf of the Company.


 


3

















 


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


 


“Place
of Payment”, when used with respect to the Securities of any Series,
means the place or places where the principal of and interest, if any, on the
Securities of that Series are payable as specified pursuant to Section 3.02.


 


“Preferred
Shares” means any shares of capital stock issued by the Company that
are entitled to a preference or priority over the Common Shares upon any
distribution of the Company’s assets, whether by dividend or upon liquidation.


 


“principal”
whenever used with reference to the Securities or any Security or any portion
thereof shall be deemed to include “and premium, if any.”


 


“Responsible
Officer”, when used with respect to the Trustee, means any officer
within the corporate trust department of the Trustee including any vice
president, assistant vice president, senior trust officer, trust officer or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the individuals who at the time shall
be such officers, respectively, or to whom any corporate trust matter is
referred at the Corporate Trust Office because of his or her knowledge of and
familiarity with the particular subject, and who shall have direct
responsibility for the administration of this Indenture.


 


“Securities
Act” means the Securities Act of 1933, as amended, as in force at
the date as of which this Indenture was originally executed.


 


“Securities
Exchange Act” means the Securities Exchange Act of 1934, as amended,
as in force at the date as of which this Indenture was originally executed.


 


“Security”
or “Securities” has the meaning
stated in the first recital of this Indenture and more particularly means any
securities authenticated and delivered under this Indenture.


 


“Series”
or “Series of Securities”
means all Securities of a similar tenor authorized by a particular resolution
of the Board of Directors or in one or more indentures supplemental hereto.


 


“Subsidiary”
means:  (i) a corporation in which
the Company and/or one or more Subsidiaries of the Company directly or
indirectly owns, at the date of determination, a majority of the capital stock
with voting power under ordinary circumstances to elect directors; (ii) a
partnership, limited liability company, joint venture or similar entity in
which the Company and/or one or more Subsidiaries of the Company directly or
indirectly holds, at the date of determination, a majority interest in the
equity capital or profits or other similar interests of such entity; or (iii) any
other unincorporated Person in which the Company and/or one or more
Subsidiaries of the Company directly or indirectly owns at the date of
determination (x) at least a majority ownership interest or (y) the
power to elect or direct the election of a majority of the directors or other
governing body of such Person.


 


4

















 


“Trust
Indenture Act of 1939”, except as otherwise provided in Sections
8.01 and 8.02, means the Trust Indenture Act of 1939, as amended, as in force
at the date as of which this Indenture was originally executed.


 


“Trustee”
means the Person identified as the “Trustee” in the first paragraph hereof
until a successor Trustee shall have become such pursuant to the applicable
provisions hereof, and thereafter “Trustee” shall mean each Person who is then
a Trustee hereunder.  If at any time
there is more than one such Person, “Trustee” as used with respect to the
Securities of any Series means the Trustee with respect to Securities of
that Series.


 


“United
States of America” means the United States of America, including the
states and the District of Columbia, its territories, possessions, the
Commonwealth of Puerto Rico and other areas subject to its jurisdiction.


 


“U.S.
Government Obligations” means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer’s option.


 


“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 of “vice president.”


 


ARTICLE 2

SECURITIES


 


SECTION 2.01.  Forms Generally.  The
Securities of each Series shall be substantially in such form, including
temporary or definitive global form, as shall be established by or pursuant to
a resolution of the Board of Directors or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have imprinted or otherwise reproduced thereon such legend
or legends, not inconsistent with the provisions of this Indenture, as may be
required to comply with any law or with any rules or regulations, or with
any rules of any securities exchange or to conform to general usage, all
as may be determined by the officers executing such Securities as evidenced by
their execution of the Securities.


 


The definitive Securities may be
printed or reproduced in any other manner, all as determined by the officers
executing such Securities as evidenced by their execution of such Securities.


 


SECTION 2.02.  Form of Trustee’s Certificate of
Authentication.  The Trustee’s certificate of
authentication on all Securities shall be in substantially the following form:


 


This is one of the
Securities of the Series designated herein and referred to in the
within-mentioned Indenture.


 


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  , as Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  — or —

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  , as Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  , as 

  
	
   

  	
  Authentication Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  	
   

  	
   

  



 


SECTION 2.03.  Amount Unlimited; Issuable in Series.  The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.


 


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


 


(a)           the title of the Securities of the Series (including
CUSIP numbers), which shall distinguish the Securities of the Series from
all other Securities issued by the Company;


 


(b)           any limit upon the aggregate principal amount of the
Securities of the Series that may be authenticated and delivered under
this Indenture, except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, other Securities
of the Series pursuant to Section 2.08, 2.09, 2.11, 8.05 or 11.03;


 


(c)           the price at which the Securities of the Series will
be issued;


 


(d)           if other than 100% of their principal amount, the portion
of the principal amount payable upon the maturity of the Securities of the
Series;


 


(e)           the date or dates on which the principal of the Securities
of the Series is payable or the method of determination thereof;


 


(f)            the rate or rates, which may be fixed or variable, or the
method or methods of determination thereof, at which the Securities of the Series shall
bear interest (including any interest rates applicable to overdue payments), if
any, the date or dates from which such interest shall accrue, the interest
payment dates on which such interest 


 


6

















 


shall be payable, the record dates
for the determination of Holders to whom interest is payable and the dates on
which any other amounts, if any, will be payable;


 


(g)           the place or places where the principal of, premium and
other amounts, if any, and interest, if any, on Securities of the Series shall
be payable if other than as provided in Section 3.02;


 


(h)           the price or prices at which, the period or periods within
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;


 


(i)            the obligation, if any, of the Company to redeem, purchase
or repay Securities of the Series whether pursuant to any sinking fund or
analogous provisions or pursuant to other provisions set forth therein or at
the option of a Holder thereof and the price or prices at which and the period
or periods within which and the terms and conditions upon which Securities of
the Series shall be redeemed, purchased or repaid, in whole or in part;


 


(j)            the denominations in which Securities of the Series shall
be issuable;


 


(k)           the form of the Securities, including such legends as
required by law or as the Company deems necessary or appropriate and the form
of any temporary global security that may be issued;


 


(l)            whether, and under what circumstances, the Securities of
any Series shall be convertible into other securities of the Company and,
if so, the terms and conditions upon which such conversion will be effected,
including the initial conversion price or rate, the conversion period and other
provisions in addition to or in lieu of those described herein;


 


(m)          whether there are any authentication agents, Paying Agents,
transfer agents or registrars with respect to the Securities of such Series;


 


(n)           whether the Securities of such Series are to be
issuable in whole or in part by one or more global notes registered in the name
of a Depository or its nominee;


 


(o)           the ranking of the Securities of such Series as senior
debt securities or subordinated debt securities;


 


(p)           if other than U.S. dollars, the currency or currencies
(including composite currencies or currency units) in which the Securities of
any Series may be purchased and in which payments on the Securities of
such Series will be made (which currencies may be different for payments
of principal, premium or other amounts, if any, and/or interest, if any);


 


(q)           if the Securities of any Series will be secured by any
collateral, a description of the collateral and the terms and conditions of the
security and realization provisions;


 


7

















 


(r)            the provisions relating to any guarantee of the Securities
of any Series, including the ranking thereof;


 


(s)           the ability, if any, to defer payments of principal,
interest, or other amounts; and


 


(t)            any other specific terms or conditions of the Securities of
any Series, including any additional Events of Default or covenants provided
for with respect to the Securities of such Series, and any terms that may be
required by or advisable under applicable laws or regulations.


 


All Securities of any one Series shall
be substantially identical except as to denomination and except as otherwise
may be provided in or pursuant to such resolution of the Board of Directors or
in any such indenture supplemental hereto. 
All Securities of any one Series need not be issued at the same
time, and unless otherwise provided, a Series may be reopened for
issuances of additional Securities of such Series.


 


SECTION 2.04.  Authentication and Delivery of
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 executed by the Company to the Trustee for authentication, and
the Trustee shall thereupon authenticate and make available for delivery such
Securities to or upon the written order of the Company, signed by both
(a) the chairman of its Board of Directors, or its president or any vice
president, and (b) its treasurer or any assistant treasurer or its
secretary or any assistant secretary.  At
the time of the first authentication of Securities of a Series that
provides for the issuance of Securities of that Series from time to time,
and accepting the additional responsibilities under this Indenture in relation
to such Securities, the Trustee shall be provided with and subject to
Section 6.01 shall be fully protected in relying upon:


 


(a)           a copy of any resolution or resolutions of the Board of
Directors relating to such Series, in each case certified by the secretary or
an assistant secretary of the Company;


 


(b)           a supplemental indenture, if any;


 


(c)           an Officers’ Certificate setting forth the form and terms
of the Securities of such Series as required pursuant to
Sections 2.01 and 2.03, respectively, and prepared in accordance with
Section 13.05; and


 


(d)           an Opinion of Counsel, prepared in accordance with
Section 13.05, which shall state:


 


(i)            that the form or forms and terms of such Securities have
been established by or pursuant to a resolution of the Board of Directors or by
a supplemental indenture as permitted by Sections 2.01 and 2.03 in
conformity with the provisions of this Indenture; and


 


(ii)           that such Securities have been duly authorized and, when
authenticated and delivered by the Trustee and issued by the Company in the


 


8














 


manner and subject to any
conditions specified in such opinion of counsel, will constitute valid and
binding obligations of the Company, enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization
or other laws relating to or affecting the enforcement of creditors’ rights
generally and by general equitable principles, regardless of whether such
enforceability is considered in a proceeding in equity or at law.


 


The Trustee shall have the right to
decline to authenticate and deliver any Securities under this Section 2.04
if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties or immunities under this Indenture in a manner not
reasonably acceptable to the Trustee.


 


SECTION 2.05.  Execution of Securities.  The
Securities shall be signed on behalf of the Company by both (a) the
chairman of its Board of Directors or its president or any vice president and
(b) its treasurer or any assistant treasurer or its secretary or any
assistant secretary, under its corporate seal. 
Such signatures may be the manual or facsimile signatures of such
officers.  The seal of the Company may be
in the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Securities. 
Typographical and other minor errors or defects in any such reproduction
of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered
by the Trustee.


 


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


 


SECTION 2.06.  Certificate of Authentication.  Only
such Securities as shall bear thereon a certificate of authentication
substantially in the form set forth in Section 2.02 and executed by the
Trustee by the manual signature of one of its authorized signatories shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose.  Such certificate by the Trustee
upon any Security executed by the Company shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the Holder is entitled to the benefits of this Indenture.


 


SECTION 2.07.  Denomination and Date of Securities;
Payments of Interest.  The Securities shall be issuable in
denominations as shall be specified as contemplated by Section 2.03.  In the absence of any such specification with
respect to the Securities of any Series, Securities shall be issuable in
denominations of $1,000 and any integral multiple thereof, and interest shall
be computed on the basis of a 360-day year of twelve 30-day months.  The Securities shall be numbered, lettered or
otherwise distinguished in such manner or in accordance with such plan as the
officers of the Company executing the same may determine with the approval of
the Trustee as evidenced by its execution and authentication thereof.


 


9

















 


Each Security shall be dated the
date of its authentication.


 


Unless otherwise provided as
contemplated by Section 2.03, interest on any Security that is payable,
and is punctually paid or duly provided for, on any interest payment date shall
be paid to the person in whose name that Security (or one or more predecessor
securities) is registered at the close of business on the regular record date
for the payment of such interest.


 


The term “record date” as used with respect to any
interest payment date (except for a date for payment of defaulted interest)
means the date specified as such in the terms of the Securities of any
particular Series or, if no such date is so specified, the close of
business on the fifteenth day preceding such interest payment date, whether or
not such record date is a Business Day.


 


Any interest on any Security of any
Series that is payable but not punctually paid or duly provided for (“defaulted interest”) on any interest
payment date shall forthwith cease to be payable to the Registered Holder on
the relevant record date by virtue of such Holder having been a Holder on such
record date.  Such defaulted interest may
be paid by the Company, at its election in each case, as provided in
clause (a) or clause (b) below:


 


(a)           The Company may elect to make payment of any defaulted
interest to the persons in whose names any such 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 Security of such Series and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee funds
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 funds when deposited shall be held in
trust for the benefit of the Persons entitled to such defaulted interest as
provided in this clause (a). 
Thereupon the Trustee shall fix a special record date for the payment of
such defaulted interest in respect of Securities of such Series, which shall be
not more than 15 nor less than ten days prior to the date of the proposed
payment and not less than ten days after the receipt by the Trustee of the
notice of the proposed payment.  The
Trustee promptly shall 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 thereof to be
mailed, first class postage prepaid, to each Registered Holder at his address
as it appears in the Security register, not less than ten 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 in respect of
Securities of such Series shall be paid to the persons in whose names such
Securities (or their respective predecessor Securities) are registered on such
special record date and such defaulted interest shall no longer be payable
pursuant to the following clause (b).


 


(b)           The Company may make payment of any defaulted interest on
the Securities of any Series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of
that Series may be 


 


10

















 


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 2.07, 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, that were
carried by such other Security.


 


SECTION 2.08.  Registration, Registration of Transfer
and Exchange.  The Company will cause to be kept at each
office or agency to be maintained for the purpose as provided in
Section 3.02 a register or registers (the “Security register”) in which, subject to such reasonable
regulations as it may prescribe, the Company will provide for the registration
and the registration of transfer of the Securities.  The Trustee is hereby appointed Security
registrar for purposes of registering, and registering transfers of, the
Securities.


 


Upon surrender for registration of
transfer of any Security of any Series at any such office or agency to be
maintained for the purpose as provided in Section 3.02, the Company shall
execute, and the Trustee shall authenticate and make available for delivery in
the name of the transferee or transferees, a new Security or Securities of the
same Series and of like tenor and containing the same terms (other than
the principal amount thereof, if more than one Security is executed,
authenticated and delivered with respect to any security so presented, in which
case the aggregate principal amount of the executed, authenticated and
delivered Securities shall equal the principal amount of the Security presented
in respect thereof) and conditions.


 


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, if so required by the
Company or the Trustee, shall be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Trustee,
duly executed by the Holder thereof or his attorney and duly authorized in
writing.


 


No service charge shall be made for
any registration of transfer or exchange of Securities, but the Company may
require payment of an amount sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 2.11,
8.05 or 11.03 not involving any transfer (and other than exchanges or transfers
specified as contemplated by Section 2.03).


 


The Company shall not be required
(i) to issue, register the transfer of or exchange any Security during a
15-day period prior to the day of mailing of the relevant notice of redemption
or (ii) to register the transfer of or exchange any Security so selected
for redemption in whole or in part, except, in the case of any Security to be
redeemed in part, the portion thereof not redeemed.


 


11

















 


SECTION 2.09.  Mutilated, Defaced, Destroyed, Lost and
Stolen Securities.  Unless otherwise specified as
contemplated by Section 2.03 of any Series, in case any temporary or
definitive Security shall become mutilated or defaced or be destroyed, lost or
stolen, the Company shall execute, and upon the written request of any officer
of the Company, the Trustee shall authenticate and make available for delivery
a new Security of the same Series and of like tenor and principal amount
and with the same terms and conditions, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced Security
or in lieu of and substitution for the Security so destroyed, lost or
stolen.  In every case the applicant for
a substitute Security shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to indemnify and defend and to
save each of them harmless and, in every case of destruction, loss or theft,
evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof.


 


Upon the issuance of any substitute
Security, the Company may require the payment of an amount sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto
and any other expenses, including the reasonable fees and expenses of the
Trustee, connected therewith.  In case
any Security which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Company, instead of issuing a substitute Security, may pay or
authorize the payment of the same without surrender thereof except in the case
of a mutilated or defaced Security.  The
applicant for such payment shall furnish to the Company and to the Trustee such
security or indemnity as any of them may require to save each of them harmless.  In every case of destruction, loss or theft,
the applicant also shall furnish to the Company and the Trustee evidence to
their satisfaction of the destruction, loss or theft of such Security and of
the ownership thereof.


 


Every substitute Security of any Series issued
pursuant to the provisions of this Section 2.09 by virtue of the fact that
any Security is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone and shall be
entitled to all the benefits of and shall be subject to all the limitations of
rights set forth in this Indenture equally and proportionately with any and all
other Securities of such Series duly authenticated and delivered
hereunder.  All Securities shall be held
and owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment
of mutilated, defaced, destroyed, lost or stolen Securities and shall preclude
any and all other rights or remedies, notwithstanding any law or statute to the
contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.


 


SECTION 2.10.  Cancellation of Securities.  All Securities surrendered for payment,
redemption, registration of transfer or exchange, or for credit against any
payment in respect of a sinking or analogous fund, if surrendered to the
Company or any agent of the Company or the Trustee shall be delivered to the
Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled
by it; and no Securities shall be issued in lieu thereof except as expressly
permitted by the provisions of this Indenture. 
The Company at any time may deliver to the Trustee for cancellation any
Securities previously authenticated hereunder which the Company has not issued
and sold and all Securities so delivered shall be promptly cancelled by the
Trustee.  The Trustee shall return
cancelled Securities held by it to the Company. 
If the Company shall 


 


12

















 


acquire any of the Securities, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless the same are delivered to
the Trustee for cancellation.


 


SECTION 2.11.  Temporary Securities.  Pending
the preparation of definitive Securities for any Series, the Company may
execute and the Trustee shall authenticate and make available for delivery
temporary Securities for such Series, which may be printed, typewritten or
otherwise reproduced, in each case in form reasonably acceptable to the
Trustee.  Temporary Securities of any Series may
be issued in any authorized denomination and substantially in the form of the
definitive Securities of such Series but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may be
determined by the Company with the reasonable concurrence of the Trustee.  Temporary Securities may contain such
reference to any provisions of this Indenture as may be appropriate.  Every temporary Security shall be executed by
the Company and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities.  Without unreasonable delay
the Company shall execute and shall furnish definitive securities of such Series and
thereupon temporary Securities of such Series may be surrendered in exchange
therefor without charge at each office or agency to be maintained by the
Company for that purpose pursuant to Section 3.02, and the Trustee shall
authenticate and make available for delivery in exchange for such temporary
Securities of such Series a like aggregate principal amount of definitive
Securities of the same Series of authorized denominations.  Until so exchanged, the temporary Securities
of any Series shall be entitled to the same benefits under this Indenture
as definitive Securities of such Series.


 


SECTION 2.12.  Securities in Global Form.  If
Securities of a Series are issuable in global form, as specified as
contemplated by Section 2.03, then, notwithstanding the provisions of
Section 2.03(j) and Section 2.07, such Security shall represent
such of the Outstanding Securities of such Series as shall be specified
therein and may provide that it shall represent the aggregate amount of
Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. 
Any endorsement of a Security in global form to reflect the amount, or
any increase or decrease in the amount, of Outstanding Securities represented
thereby may be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be specified therein or in the Company order
to be delivered to the Trustee pursuant to Section 2.04.  Subject to the provisions of
Section 2.04, the Trustee shall deliver and redeliver any Security in
definitive global form in the manner and upon written instructions given by the
Person or Persons specified therein or in the applicable Company order.  If a Company order pursuant to
Section 2.04 has been, or simultaneously is, delivered, any instructions
by the Company with respect to endorsement or delivery or redelivery of a
Security in global form shall be in writing but need not comply with
Section 13.05 and need not be accompanied by an Opinion of Counsel.


 


Unless otherwise specified as
contemplated by Section 2.03, payment of principal of and any interest on
any Security in definitive global form shall be made to the Person or Persons
specified therein.


 


13

















 


Except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the
Trustee shall treat a Person as the Holder of such principal amount of
outstanding Securities represented by a definitive global Security as shall be
specified in a written statement of the Holder of such definitive global
Security.


 


If The Depository Trust Company is
at any time unwilling or unable to continue as Depository or if at any time The
Depository Trust Company ceases to be a clearing agency registered under the
Securities Exchange Act if so required by applicable law or regulation, and, in
either case, a successor Depository is not appointed within 90 days,
certificated Securities will be issued in exchange for the global Securities.  In addition, the Company may determine, at
any time and subject to the procedures of The Depository Trust Company, not to
have any Securities represented by one or more global Securities, and, in such
event, shall issue individual Securities in certificated form in exchange for
the relevant global Securities. 
Beneficial interests in global Securities will also be exchangeable for
individual Securities in certificated form in the event of a default or an
Event of Default, upon prior written notice to the Trustee by or on behalf of
The Depository Trust Company or at the written request of the owner of such
beneficial interests, in each case, in accordance with the terms hereof.  In any of the foregoing circumstances, an
owner of a beneficial interest in a global Security shall be entitled to
physical delivery of individual Securities in certificated form of like tenor
and rank, equal in principal amount to such beneficial interest, and to have
such Securities in certificated form registered in its name.


 


SECTION 2.13.  CUSIP Numbers.  The
Company in issuing the Securities may use “CUSIP” numbers if then generally in
use and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
as a convenience to Holders.  Any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities.  No
such redemption shall be affected by any defect in or omission of such
numbers.  The Company promptly will
notify the Trustee of any change in the CUSIP numbers.


 


ARTICLE 3

COVENANTS OF THE COMPANY


 


SECTION 3.01.  Payment of Principal and Interest.  The
Company covenants and agrees for the benefit of each particular Series of
Securities that it will duly and punctually pay or cause to be paid the
principal of, and interest on, each of the Securities of such Series in
accordance with the terms of the Securities of such Series and this Indenture.


 


SECTION 3.02.  Offices for Payment, Etc.  So
long as any of the Securities remain outstanding, the Company will maintain the
following for each Series:  an office or
agency where the Securities may be presented for payment or conversion; where
the Securities may be presented for registration of transfer and for exchange;
and where notices and demands to or upon the Company in respect of the
Securities or of this Indenture may be served. 
The Company will give to the Trustee written notice of the location of
any such office or agency and of any change of location thereof.  In case the Company shall fail to so
designate or maintain any such office or agency or shall fail to give such
notice of the location or of any change in the location thereof, presentations
and demands may be made and notices may be served at the Corporate 


 


14

















 


Trust Office.  Unless otherwise specified pursuant to
Section 2.03, the Trustee is hereby appointed Paying Agent.


 


SECTION 3.03.  Paying Agents.  Whenever
the Company shall appoint a Paying Agent other than the Trustee with respect to
the Securities of any Series, it will cause such Paying Agent to execute and
deliver to the Trustee an instrument in which such Agent shall agree with the
Trustee, subject to the provisions of this Section 3.03:


 


(a)           that it will hold all amounts received by it as such Paying
Agent for the payment of the principal of or interest on the Securities of such
Series in trust for the benefit of the Holders of the Securities of such Series and,
upon the occurrence of an Event of Default and upon the written request of the
Trustee, pay over all such sums received by it to the Trustee; and


 


(b)           that it will give the Trustee notice of any failure by the
Company or by any other obligor on the Securities of such Series to make
any payment of the principal of or interest on the Securities of such Series when
the same shall be due and payable.


 


On or prior to each due date of the
principal of or interest on the Securities of such Series, the Company will
deposit with the Paying Agent sufficient funds to pay such principal or
interest so becoming due and, unless such Paying Agent is the Trustee, notify
the Trustee of any failure to take such action.


 


If the Company shall act as its own
Paying Agent with respect to the Securities of any Series, on or before each
due date of the principal of or interest on the Securities of such Series it
will set aside, segregate and hold in trust for the benefit of the Holders of
the Securities of such Series sufficient funds to pay such principal or
interest so becoming due.  The Company
will promptly notify the Trustee of any failure to take such action.


 


At any time, for the purpose of
obtaining a satisfaction and discharge with respect to one or more or all Series of
Securities or for any other reason, the Company may pay or cause to be paid to
the Trustee all amounts held in trust for any such Series by the Company
or any Paying Agent, such amounts to be held by the Trustee in trust pursuant
to this Indenture.


 


The agreement to hold amounts in
trust as provided in this Section 3.03 is subject to the provisions of
Sections 10.03 and 10.04.


 


SECTION 3.04.  Officers’ Certificate.  The
Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year, an Officers’ Certificate indicating whether the officers
signing such Officers’ Certificate on behalf of the Company know of any default
with respect to the Securities of any Series that occurred during the
previous year.  The Company shall also
deliver to the Trustee, within 30 days after the occurrence thereof,
written notice of any Event of Default with respect to the Securities of any
Series, the status and what action the Company is taking or proposes to take in
respect thereof.


 


SECTION 3.05.  Calculation of Original Issue Discount.  The
Company shall file with the Trustee, within 60 days after the end of each
calendar year, a written notice specifying the 


 


15

















 


amount of original issue discount,
if any, including daily rates and accrual periods, accrued on each Series of
Outstanding Original Issue Discount Securities as of the end of such year.


 


ARTICLE 4

HOLDERS’ LISTS AND REPORTS BY THE COMPANY


 


SECTION 4.01.  Company to Furnish Trustee Information as
to Names and Addresses of Holders.  If specified as
contemplated by Section 2.03 for the Securities of any Series, the Company
will furnish or cause to be furnished to the Trustee a list in such form as the
Trustee reasonably may require of the names and addresses of the Holders of the
Securities of each Series:


 


(a)           semiannually, and not more than 15 days after each
record date for the payment of interest on such Securities, as of such record
date; and


 


(b)           at such other times as the Trustee reasonably may request
in writing, within 30 days after receipt by the Company of any such
request, such list to be as of a date not more than 15 days prior to the
time such information is furnished; provided that, if the Trustee shall be the
Security registrar for such Series, such list shall not be required to be
furnished.


 


SECTION 4.02.  Preservation and Disclosure of Holders’ Lists.


 


(a)           The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
Holders of each Series of Securities contained in the most recent list
furnished to it as provided in Section 4.01 or maintained by the Trustee
in its capacity as Security registrar for such Series.  The Trustee may destroy any list furnished to
it as provided in Section 4.01 upon receipt of a new list so furnished.


 


(b)           In case three or more Holders of Securities of any Series (“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 Holders of all Securities with respect to their rights under this
Indenture or under such Securities and such application is accompanied by a
copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee, within five Business Days after the receipt of
such application, at its election, either:


 


(i)            shall afford to such applicants access to the information
preserved at the time by the Trustee in accordance with the provisions of
Section 4.02(a); or


 


(ii)           shall inform such applicants as to the approximate number
of Holders of Securities of such Series or all Securities, as the case may
be, whose names and addresses appear in the information preserved at the time
by the Trustee, in accordance with the provisions of Section 4.02(a), and
as to the


 


16














 


approximate cost of mailing to such
Holders the form of proxy or other communication, if any, specified in such
application.


 


If the Trustee shall elect
not to afford to such applicants access to such information, the Trustee, upon
the written request of such applicants, shall mail to each Holder of such Series or
all Securities, as the case may be, whose name and address appear in the
information preserved at the time by the Trustee in accordance with the
provisions of Section 4.02(a), a copy of the form of proxy or other
communication that 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 could 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 such order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections
so sustained have been met, and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.


 


(c)           Each and every Holder of Securities, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any agent of the Company or the Trustee shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders of Securities in accordance with the
provisions of Section 4.02(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under such
Section 4.02(b).


 


(d)           This section 4.02 shall not apply to any Series unless
so specified as contemplated by Section 2.03 for the Securities of such
Series.


 


SECTION 4.03.  Reports by the Company.  Unless
otherwise specified as contemplated by Section 2.03 for the Securities of
any Series, whether or not required by the Commission’s rules and
regulations, the Company shall file with the Commission within the time periods
specified in the Commission’s rules and regulations, and provide the
Trustee and Holders and prospective Holders (upon request) within 15 days after
it files them with the Commission, copies of its annual report and the
information, documents and other reports that are specified in Sections 13 and
15(d) of the Securities Exchange Act, provided
that for purposes of this covenant, such information, documents and other
reports shall be deemed to have been furnished to the Trustee and Holders if
they are electronically available via the Commission’s EDGAR System.  Even if the Company is entitled under the
Securities Exchange Act not to furnish such


 


17

















 


information to the Commission, the
Company shall nonetheless continue to furnish information that would be
required to be furnished by the Company by Section 13 or 15(d) of the
Securities Exchange Act (excluding exhibits) to the Trustee and the Holders of
the Securities of any Series as if it were subject to such periodic
reporting requirements.  The Company
shall also comply with the other provisions of Section 314(a) of the
Trust Indenture Act of 1939.


 


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 5

REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT


 


SECTION 5.01.  Event of Default Defined; Acceleration of
Maturity; Waiver of Default.  “Event of Default”, with respect to Securities of any Series,
means, unless otherwise specified as contemplated by Section 2.03 for the
Securities of any Series, any one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) unless it is either
inapplicable to a particular Series or it is specifically deleted or
modified in or pursuant to the supplemental indenture or resolution of the
Board of Directors establishing such Series of Securities or in the form
of Security for such Series:


 


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


 


(b)           default in the payment of all or any part of the principal
of any of the Securities of such Series as and when the same shall become
due and payable, either at maturity, upon any redemption or repurchase, by
declaration or otherwise;


 


(c)           the Company (i) pursuant to or within the meaning of
any bankruptcy law commences a voluntary case, consents to the entry of an
order for relief against it in an involuntary case, consents to the appointment
of a custodian of it or for any substantial part of its property, or makes a
general assignment for the benefit of its creditors or takes any comparable
action under any foreign laws relating to insolvency; or (ii) a court of
competent jurisdiction enters an order or decree under any bankruptcy law that
is for relief against the Company in an involuntary case, appoints a custodian
of the Company or for any substantial part of its property, or orders the
winding up or liquidation of the Company or any similar relief is granted under
any foreign laws and the order or decree remains unstayed and in effect for 60
days; or


 


18

















 


(d)           any other Event of Default (including Events of Default
replacing or supplementing the foregoing) provided with respect to Securities
of such Series in the supplemental indenture or resolution of the Board of
Directors establishing such Series.


 


If an Event of Default occurs under
clause (c) above with respect to the Company, the principal of and
interest on all the Securities of such series shall become immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holders of any Series.


 


Unless otherwise specified as
contemplated by Section 2.03 for the Securities of any Series, if an Event
of Default (other than an Event of Default occurring as a result of clause (c))
with respect to the Securities of any Series shall have occurred and be
continuing, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Securities of such Series then Outstanding by
notice to the Company may declare the principal amount of all the Securities of
such Series and accrued and unpaid interest thereon to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable.  This
provision, however, is subject to the condition that if at any time after the
principal of the Securities of such Series shall have been so declared due
and payable, and before any judgment or decree for the payment of the amounts
due shall have been obtained or entered as hereinafter provided, the Company
shall have paid or deposited with the Trustee sufficient funds to pay all
matured installments of interest, if any, upon all the Securities of such Series and
the principal of the Securities of such Series that shall have become due
other than by such acceleration (with interest upon such principal and, to the
extent that payment of such interest is enforceable under applicable law, upon
overdue installments of interest, at the rate borne by the Securities of such Series to
the date of such payment or deposit) and all other defaults under this
Indenture, other than the nonpayment of the principal of Securities of such Series that
shall have become due by such acceleration, shall have been remedied, then and
in every such case the Holders of a majority in aggregate principal amount at
maturity of the Securities of such Series then Outstanding, by written
notice to the Company and to the Trustee for the Securities of such Series, may
waive all defaults and rescind and annul such declaration and its consequences;
but no such waiver or rescission and annulment shall extend to or shall affect
any subsequent default or shall impair any right consequent thereon.


 


Subject to the provisions of Article 6,
in case an Event of Default with respect to the Securities of any Series shall
occur and be continuing, the Trustee shall not be under any obligation to
exercise any of the trusts or powers vested in it hereby at the request or
direction of any Holder of such Series, unless such Holder shall have offered
to such Trustee security or indemnity reasonably satisfactory to it.


 


Additional terms and conditions
with respect to the rights of Holders of the Securities of a particular Series (including
as to rights to rescind an acceleration of the payment of principal and
interest) and the rights and obligations of the Trustee, in each case, in
connection with a default or Event of Default, may be specified as contemplated
by Section 2.03 for the Securities of any Series.


 


19

















 


SECTION 5.02.  Collection of Indebtedness by Trustee;
Trustee May Prove Debt.  If the Company shall fail to
pay any installment of interest on any of the Securities of any Series when
such interest shall have become due and payable, and such default shall have
continued for a period of 30 days or shall fail to pay the principal of
any of the Securities of any Series when the same shall have become due and
payable, whether upon maturity of the Securities of such Series or upon
any redemption or by declaration or otherwise, then upon demand of the Trustee
for the Securities of such Series, the Company will pay to the Trustee for the
Securities of such Series for the benefit of the Holders of the Securities
of such Series the whole amount that then shall have become due and
payable on all Securities of such Series for principal of or interest, as
the case may be (with interest to the date of such payment upon the overdue
principal and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest at the same rate as the
rate of interest specified in the Securities of such Series) and such further
amount as shall be sufficient to cover the costs and expenses of collection,
including reasonable compensation to and expenses incurred by the Trustee and
each predecessor Trustee and their respective agents, attorneys and counsel.


 


Until such demand is made by the
Trustee, the Company may pay the principal of and interest on the Securities of
any Series to the persons entitled thereto, whether or not the principal
of and interest on the Securities of such Series are overdue.


 


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


 


If (i) there shall be pending
proceedings relative to the Company or any other obligor upon the Securities
under Title 11 of the United States Code or any other applicable federal
or state bankruptcy, insolvency or other similar law, (ii) a receiver,
assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator
or similar official shall have been appointed for or taken possession of the
Company or its property or such other obligor or (iii) any other
comparable judicial proceedings relative to the Company or other obligor under
the Securities of any Series, or to the creditors or property of the Company or
such other obligor, shall be pending, and irrespective of whether the principal
of any Securities shall then be due and payable or whether the Trustee shall
have made any demand pursuant to the provisions of this Section 5.02, the
Trustee shall be entitled and empowered, by intervention in such proceedings or
otherwise:


 


(a)           to file and prove a claim or claims for the whole amount
of principal and interest owing and unpaid in respect of the Securities of any Series and
to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for reasonable
compensation to, and expenses incurred by, the Trustee and each predecessor
Trustee, and their respective agents, attorneys and counsel) and of the Holders
allowed in any judicial proceedings relative to the Company


 


20

















 


or other obligor upon all
Securities of any Series, or to the creditors or property of the Company or
such other obligor; and


 


(b)           to collect and receive any funds or other property payable
or deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the Holders and of the Trustee on their behalf; and
any trustee, receiver, or liquidator, custodian or other similar official is
hereby authorized by each of the Holders to make payments to the Trustee for
the Securities of such Series, and, in the event that such Trustee shall
consent to the making of payments directly to the Holders, to pay to such
Trustee such amounts as shall be sufficient to cover reasonable compensation to
and expenses incurred by such Trustee, each predecessor Trustee and their
respective agents, attorneys and counsel and all other amounts due to such
Trustee or any predecessor Trustee pursuant to Section 6.07.


 


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


 


All rights of action and of
asserting claims under this Indenture or under any of the Securities may be
enforced by the Trustee for the Securities of such Series without the
possession of any of the Securities of such Series or the production
thereof at any trial or other proceedings relative thereto.  Any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express
trust.  Any recovery of judgment, subject
to the payment of the expenses, disbursements and compensation of the Trustee,
each predecessor Trustee and their respective agents and attorneys, shall be
for the ratable benefit of the Holders of the Securities in respect of which
such action was taken.


 


In any proceedings brought by the
Trustee for the Securities of such Series, the Trustee shall be held to
represent all the Holders of the Securities in respect of which such action was
taken, and it shall not be necessary to make any Holders of such Securities
parties to any such proceedings.


 


SECTION 5.03.  Application of Proceeds.  Any
amounts collected by the Trustee for the Securities of such Series pursuant
to this Article 5 in respect of the Securities of any Series shall be
applied in the following order at the date or dates fixed by such Trustee and,
in case of the distribution of such amounts on account of principal or interest,
upon presentation of the several Securities in respect of which amounts have
been collected and stamping or otherwise noting thereon the payment, or issuing
Securities of such Series in reduced principal amounts in exchange for the
presented Securities of like Series if only partially paid, or upon
surrender thereof if fully paid:


 


FIRST:  To the payment of costs and expenses
applicable to such Series in respect of which amounts have been collected,
including reasonable compensation to and expenses incurred by the Trustee and
each predecessor Trustee and their respective


 


21

















 


agents and attorneys and all other
amounts due to the Trustee or any predecessor Trustee pursuant to
Section 6.07;


 


SECOND:  To the payment of the amounts then due and
unpaid for principal of and interest on the Securities of such Series (and
any debt pari passu to such Series of
Securities) in respect of which amounts have been collected, such payments to
be made ratably to the persons entitled thereto, without discrimination or
preference, according to the amounts then due and payable on such Securities
and any such debt for principal and interest; and


 


THIRD:  To the payment of the remainder, if any, to
the Company.


 


SECTION 5.04.  Restoration of Rights on Abandonment of
Proceedings.  If the Trustee for the Securities of any Series shall
have proceeded to enforce any right under this Indenture and such proceedings
shall have been discontinued or abandoned for any reason, or shall have been
determined adversely to the Trustee, the Company and the Trustee, subject to
the determination in any such proceeding, shall be restored to their former
positions and rights hereunder, and all rights, remedies and powers of the
Company, the Trustee and the Holders shall continue as though no such
proceedings had been taken.


 


SECTION 5.05.  Limitations on Suits by Holders.  No
Holder of any Security of any Series shall have any right, by virtue or by
availing of any provision of this Indenture, to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise with respect to
this Indenture, or for the appointment of a trustee, receiver, liquidator,
custodian or other similar official or for any other remedy hereunder, unless
such Holder previously shall have given to the Trustee written notice of an
Event of Default and of the continuance thereof and the Holders of not less
than 25% in aggregate principal amount of the Securities of such Series then
Outstanding shall have made written request upon the Trustee to institute such
action or proceedings in its own name as trustee hereunder and shall have
offered to the Trustee security or indemnity reasonably satisfactory to it as
it may require, against the costs, expenses and liabilities to be incurred
therein or thereby and the Trustee for 60 days after its receipt of such
notice, request and offer of security or indemnity shall have failed to
institute any such action or proceeding and no direction inconsistent with such
written request shall have been given to the Trustee during such 60-day period
by Holders of a majority in principal amount of the Securities of such Series then
Outstanding; it being understood and intended, and being expressly covenanted
by the Holder of every Security with every other Holder of a Security and the
Trustee, that no one or more Holders of Securities of any Series shall
have any right in any manner whatever, by virtue or by availing of any
provision of this Indenture, to affect, disturb or prejudice the rights of any
other such Holder of Securities, or to obtain or seek to obtain priority over
or preference to any other such Holder or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities of the applicable Series.


 


SECTION 5.06.  Unconditional Right of Holders to
Institute Certain Suits. 
Notwithstanding any provision in this Indenture and any provision of any
Security of such Series, the right of any Holder of any Security to receive
payment of the principal of and (subject to Section 2.07) interest on such
Security at the respective rates, in the respective amount on or


 


22

















 


after the respective due dates
expressed in such Security of such Series, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.


 


SECTION 5.07.  Powers and Remedies Cumulative; Delay or
Omission Not Waiver of Default.  Except as provided in
Sections 2.09 and 5.05, 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, to the extent permitted by
law, shall 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 shall not prevent the concurrent assertion or employment of
any other appropriate right or remedy.


 


No delay or omission of the Trustee
or of any Holder to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right or
power or shall be construed to be a waiver of any such Event of Default or an
acquiescence therein.  Subject to
Section 5.05, every power and remedy given by this Indenture or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as shall be deemed expedient, by the Trustee or the Holders.


 


SECTION 5.08.  Control by Holders.  The
Holders of a majority in aggregate principal amount of the Securities of each Series affected
at the time Outstanding shall have the right to direct the time, method, and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred by this Indenture on the Trustee with
respect to the Securities of such Series. 
The Trustee shall have the right to decline to follow any such direction
if (i) such direction shall conflict with law or the provisions of this
Indenture or any indenture supplemental hereto, (ii) the Trustee shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability or (iii) the Trustee in good faith shall so
determine that the actions or forbearances specified in or pursuant to such
direction would be unduly prejudicial to the interests of Holders of the
Securities of all Series so affected not joining in the giving of said
direction, it being understood that the Trustee shall have no duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
Holders.


 


SECTION 5.09.  Waiver of Past Defaults.  The
Holders of a majority in aggregate principal amount of the Securities of such Series at
the time Outstanding, on behalf of the Holders of all the Securities of such
Series, may waive any past default hereunder or its consequences, except a
default in the payment of the principal of or interest on any of the Securities
of such Series.


 


Upon any such waiver, such default
shall cease to exist and be deemed to have been cured and not to have occurred,
and any Event of Default arising therefrom shall be deemed to have been cured
and not to have occurred for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.


 


SECTION 5.10.  Right of Court to Require Filing of
Undertaking to Pay Costs.  Any court in its discretion may
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


 


23

















 


Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit.  Any such court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees and expenses, against
any party litigant in such suit, having due regard to the merits and good faith
of the claims or defenses made by such party litigant.  The provisions of this Section 5.10
shall not apply, however, to any suit instituted by the Trustee, to any suit
instituted by any Holder or group of Holders of any Series holding in the
aggregate more than 10% in aggregate principal amount of the Securities of such
Series or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or interest on any Security on or after the due
date expressed in such Security.


 


SECTION 5.11.  Suits for Enforcement.  If
an Event of Default has occurred, has not been waived and is continuing, the
Trustee in its discretion may proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such rights, either at
law or in equity or in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in aid
of the exercise of any power granted in this Indenture or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.


 


ARTICLE 6

CONCERNING THE TRUSTEE


 


SECTION 6.01.  Duties of Trustee.


 


(a)           If an Event of Default has occurred and is continuing with
respect to the Securities of any Series, the Trustee shall exercise the rights
and powers vested in it by this Indenture and use the same degree of care and
skill in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs.


 


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


 


(i)            the Trustee need perform only those
duties that are specifically set forth in this Indenture and the Trustee shall
not be liable except for the performance of such duties and obligations as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and


 


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


 


24














 


(c)           The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:


 


(i)            this paragraph (c) does
not limit the effect of paragraph (b) of this Section 6.01;


 


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


 


(iii)          the Trustee shall not be liable with
respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 5.08.


 


(d)           Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this
Section 6.01.


 


(e)           No provision of this Indenture shall require the Trustee
to extend or risk its own funds or otherwise incur any financial liability
unless it receives indemnity satisfactory to it against any loss, liability or
expense.


 


(f)            Amounts 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 amounts received by it hereunder except as otherwise agreed in
writing with the Company.


 


SECTION 6.02.  Rights of Trustee.


 


(a)           The Trustee may conclusively rely on, and shall be fully
protected in relying upon, any document believed by it to be genuine and to
have been signed or presented by the proper person.  The Trustee need not investigate any fact or
matter stated in the document.


 


(b)           Before the Trustee acts or refrains from acting, it may
require an Officers’ Certificate or an Opinion of Counsel.  The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such Officers’
Certificate or Opinion of Counsel.


 


(c)           Subject to the provisions of Section 6.01(c), the
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers.


 


(d)           Before the Trustee acts or refrains from acting, 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 in accordance with such advice or Opinion
of Counsel.


 


25

















 


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


 


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


 


(g)           Prior to the occurrence of an Event of Default hereunder
with respect to such Series of Securities, and after the curing or waiving
of all Events of Default with respect to such Series of Securities, the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, Officers’ Certificate or other certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, appraisal, bond, debenture, note, coupon, security or other paper or
document unless requested in writing so to do by the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities of each
affected Series; provided that, if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation, in the opinion of the Trustee, is not
reasonably assured to the Trustee by the security afforded to it by the terms
of this Indenture, the Trustee may require reasonable indemnity against such
expenses or liabilities as a condition to proceeding.


 


(h)           The Trustee shall not be required to give any bond or
surety in respect of the performance of its powers and duties hereunder.


 


(i)            The Trustee shall not be bound to ascertain or inquire as
to the performance or observance of any covenants, conditions or agreements on
the part of the Company, except as otherwise set forth herein, but the Trustee
may require of the Company full information and advice as to the performance of
the covenants, conditions and agreements contained herein and shall be entitled
in connection herewith to examine the books, records and premises of the
Company.


 


(j)            The permissive rights of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty and the Trustee
shall not be answerable for other than its negligence or willful default.


 


(k)           Except for (i) a default under Section 5.01(a) or
(b) or (ii) any other event of which the Trustee has actual knowledge
and which event, with the giving of notice or the passage of time or both,
would constitute an Event of Default under this Indenture with respect to such Series of
Securities, the Trustee shall not be deemed to have notice of any default or
event unless specifically notified in writing of such event by the Company or
the Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of each affected Series.


 


26

















 


(l)            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.


 


(m)          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.


 


SECTION 6.03.  Individual Rights of Trustee.  The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Company or its affiliates with
the same rights it would have if it were not Trustee.  Any Paying Agent, registrar or co-registrar
may do the same with like rights. 
However, the Trustee must comply with Sections 6.10 and 6.11.


 


SECTION 6.04.  Trustee’s Disclaimer.  The
Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities.  The Trustee
shall not be accountable for the Company’s use of the proceeds from the
Securities and shall not be responsible for any statement in any registration
statement for the Securities filed with the Commission under the Securities Act
(other than its Statement of Eligibility on Form T-1) or in the Indenture
(other than its eligibility under Section 6.10) or the Securities (other
than its certificate of authentication).


 


SECTION 6.05.  Notice of Defaults.  If
a default occurs and is continuing with respect to the Securities of any Series and
is known to the Trustee, the Trustee shall mail to each Holder of the
Securities of such Series notice of such default within the earlier of
90 days after such default occurs or 30 days after such default is
known to a trust officer or written notice of such default is received by the
Trustee.  Except in the case of a default
in the payment of principal of, premium, if any, or interest on the Securities
of any Series, including payments pursuant to the redemption provisions of the
Securities of such Series, the Trustee may withhold notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
such notice is in the interests of Holders of such Series.


 


SECTION 6.06.  Reports by Trustee to Holders.  Within
60 days after each May 15 beginning with the May 15 following
the date of this Indenture, the Trustee shall mail to each Holder of any Series and
each other Person specified in Section 313(c) of the Trust Indenture
Act a brief report dated as of such May 15 that complies with
Section 313(a) of the Trust Indenture Act to the extent required
thereby.  The Trustee also shall comply
with Section 313(b) of the Trust Indenture Act.


 


The Trustee will file a copy of
each report, at the time of its mailing to Holders of any Series, with the
Commission and each securities exchange on which the Securities of any Series are
listed.  The Company promptly will notify
the Trustee whenever the Securities of any Series become listed on any
securities exchange and of any delisting thereof.


 


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SECTION 6.07.  Compensation and Indemnity.  The
Company:


 


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


 


(b)           will 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 expenses of its agents and counsel, except to the extent any
such compensation or expense shall be determined to have been caused by its own
negligence or willful misconduct; and


 


(c)           will fully indemnify the Trustee for, and to hold it
harmless against, any loss, liability, claim, damage or expense arising out of
or in connection with the acceptance or administration of this trust or the
performance of its duties hereunder, including the reasonable costs and
expenses of defending itself against or investigating any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent that any such loss, liability or expense shall
be determined to have been caused by its own negligence or willful misconduct.


 


As security for the performance of
the Company’s obligations under this Section 6.07, the Trustee shall have
a lien prior to the Securities on all funds or property held or collected by
the Trustee, except for those funds that are held in trust to pay the principal
of or interest, if any, on particular Securities.


 


“Trustee” for purpose of this
Section 6.07 includes any predecessor trustee; provided that the
negligence or bad faith of any Trustee shall not be attributable to any other
Trustee.


 


The Company’s payment obligations
pursuant to this Section 6.07 shall constitute additional indebtedness
hereunder and shall survive the discharge of this Indenture and resignation or
removal of the Trustee.  When the Trustee
incurs expenses after the occurrence of a default specified in Sections 5.01(c),
such expenses, including reasonable fees and expenses of counsel, are intended
to constitute expenses of administration under bankruptcy law.


 


SECTION 6.08.  Replacement of Trustee.  The
Trustee may resign at any time with respect to Securities of one or more Series by
so notifying the Company.  No such
resignation, however, shall be effective until a successor Trustee has accepted
its appointment pursuant to this Section 6.08.  The Holders of a majority in aggregate
principal amount of the Outstanding Securities of any Series may remove
the Trustee with respect to such Series by so notifying the Trustee and
the Company.  The Company shall remove
the Trustee if:


 


(a)           the Trustee fails to comply with Section 6.10;


 


(b)           the Trustee is adjudged bankrupt or insolvent;


 


(c)           a receiver or public officer takes charge of the Trustee
or its property; or


 


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(d)           the Trustee otherwise becomes incapable of acting.


 


If the Trustee resigns or is
removed or if a vacancy exists in the office of Trustee for any reason, with
respect to the Securities of one or more Series, the Company shall promptly
appoint, by resolution of its Board of Directors, a successor Trustee with
respect to the Securities of such Series.


 


A successor Trustee shall deliver a
written acceptance of its appointment to the retiring Trustee and to the
Company.  Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture with respect to the Securities of such Series.  The successor Trustee shall mail a notice of
its succession to Holders so affected. 
The retiring Trustee shall upon payment of its charges hereunder
promptly transfer all funds and property held by it as Trustee to the successor
Trustee, subject to the lien provided for in Section 6.07.


 


If a successor Trustee does not
take office within 30 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of a majority in
aggregate principal amount of the Outstanding Securities of each affected Series may
petition at the expense of the Company any court of competent jurisdiction for
the appointment of a successor Trustee.


 


If the Trustee fails to comply with
Section 6.10, any Holder may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.


 


SECTION 6.09.  Successor Trustee by Merger.  If
the Trustee consolidates with, merges or converts into or transfers all or
substantially all its corporate trust business or assets to another
corporation, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.


 


SECTION 6.10.  Eligibility; Disqualification.  The
Trustee shall at all times satisfy the requirements of Section 310(a)(1) of
the Trust Indenture Act.  The Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition.  Neither the Company nor any person directly
or indirectly controlling, controlled by or under common control with the
Company shall serve as Trustee hereunder. 
The Trustee shall comply with Section 310(b) of the Trust
Indenture Act.


 


SECTION 6.11.  Preferential Collection of Claims Against
Company.  The Trustee shall comply with Section 311(a) of
the Trust Indenture Act, excluding any creditor relationship listed in
Section 311(b) of the Trust Indenture Act.  A Trustee who has resigned or been removed
shall be subject to Section 311(a) of the Trust Indenture Act to the
extent indicated therein.


 


ARTICLE 7

CONCERNING THE HOLDERS


 


SECTION 7.01.  Evidence of Action Taken by Holders.


 


(a)           Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by a specified percentage in


 


29

















 


principal amount of the Holders of
any or all Series may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such specified percentage
of Holders in person or by agent duly appointed in writing.  Except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee. 
Proof of execution of any instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and, subject to
Sections 6.01 and 6.02, conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Article 7.


 


(b)           The ownership of Securities shall be proved by the
Security register.


 


SECTION 7.02.  Proof of Execution of Instruments.  Subject
to Sections 6.01 and 6.02, the execution of any instrument by a Holder or
his agent or proxy may be proved in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.


 


SECTION 7.03.  Holders to Be Treated as Owners.  The
Company, the Trustee and any agent of the Company or the Trustee may deem and
treat the person in whose name any Security shall be registered upon the
Security register for such Series as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notation
of ownership or other writing thereon) for the purpose of receiving payment of
or on account of the principal of and interest on such Security and for all
other purposes.  Neither the Company nor
the Trustee nor any agent of the Company or the Trustee shall be affected by
any notice to the contrary.  All payments
made to any such person, or upon his order, shall be valid and, to the extent
of the sum or sums so paid, effectual to satisfy and discharge the liability
for amounts payable upon any such Security.


 


SECTION 7.04.  Securities Owned by Company Deemed Not
Outstanding.  In determining whether the Holders of the
requisite aggregate principal amount of Outstanding Securities of any or all Series have
concurred in any direction, consent or waiver under this Indenture, Securities
that are owned by the Company or any other obligor on the Securities with
respect to which such determination is being made, or by any person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on the Securities with respect to
which such determination is being made, shall be disregarded and deemed not to
be Outstanding for the purpose of any such determination.  For the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Securities that the Trustee knows are so owned shall be so disregarded.  Securities so owned that 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 person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company or any other
obligor on the Securities.


 


SECTION 7.05.  Right of Revocation of Action Taken.  At
any time prior to the evidencing to the Trustee, as provided in
Section 7.01, of the taking of any action by the Holders of the percentage
in aggregate principal amount of the Securities of any Series specified in
this Indenture in connection with such action, any Holder of a Security the serial
number of which is


 


30

















 


shown by the evidence to be
included among the serial numbers of the Securities the Holders of which have
consented to such action, by filing written notice at the Corporate Trust
Office and upon proof of holding as provided in this Article 7, may revoke
such action so far as concerns such Security. 
Except as aforesaid any such action taken by the Holder of any Security
shall be conclusive and binding upon such Holder and upon all future Holders
and owners of such Security and of any Securities issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon any such Security. 
Any action taken by the Holders of the percentage in aggregate principal
amount of the Securities of any Series specified in this Indenture in
connection with such action shall be binding upon the Company, the Trustee and
the Holders of all the Securities affected by such action.  This Section 7.05 shall apply unless
otherwise specified as contemplated by Section 2.03 for the Securities of
any Series.


 


ARTICLE 8

SUPPLEMENTAL INDENTURES


 


SECTION 8.01.  Supplemental Indentures Without Consent
of Holders.  Unless otherwise specified as contemplated by
Section 2.03 for the Securities of any Series, the Company, when
authorized by a resolution of its Board of Directors, and the Trustee for the
Securities of any Series from time to time and at any time may enter into
an indenture or indentures supplemental hereto, which shall conform to the
provisions of the Trust Indenture Act as in force at the date of the execution
thereof, in form satisfactory to such Trustee, for one or more of the following
purposes:


 


(a)           to convey, transfer, assign, mortgage or pledge any
property or assets to the Trustee as security for the Securities of one or more
Series;


 


(b)           to evidence the succession of another corporation to the
Company, or successive successions, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Company
pursuant to Article 9;


 


(c)           to add to the covenants of the Company such further
covenants, restrictions, conditions or provisions for the protection of the
Holders of Securities of any Series and, if such additional covenants are
to be for the benefit of less than all the Series of Securities, stating
that such covenants are being added solely for the benefit of such Series, or
to surrender any right or power conferred on the Company;


 


(d)           to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture that may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make such other provisions in regard to matters or
questions arising under this Indenture or under any supplemental indenture as
the Board of Directors may deem necessary or desirable and that shall not
materially and adversely affect the interests of the Holders of such Series of
Securities;


 


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


 


31

















 


(f)            to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more Series and
to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than the one Trustee, pursuant to the requirements of
Section 6.08.


 


The Trustee is hereby authorized to
join with the Company in the execution of any such supplemental indenture, to
make any further appropriate agreements and stipulations that may be therein
contained and to accept the conveyance, transfer, assignment, mortgage or
pledge of any property thereunder, but the Trustee shall not be obligated to
enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


 


Any supplemental indenture
authorized by the provisions of this Section 8.01 may be executed without
the consent of the Holders of any of the Securities at the time Outstanding,
notwithstanding any of the provisions of Section 8.02.


 


SECTION 8.02.  Supplemental Indentures with Consent of
Holders.  Except as otherwise specified as contemplated by
Section 2.03 for the Securities of any Series, with the consent (evidenced
as provided in Article 7) of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of each Series affected
by such supplemental indenture, the Company, when authorized by a resolution of
its Board of Directors, and the Trustee for such Series of Securities,
from time to time and at any time, may enter into an indenture or indentures
supplemental hereto, which shall conform to the provisions of the Trust
Indenture Act as in force at the date of execution thereof, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of any supplemental indenture or of modifying in any
manner the rights of the Holders of the Securities of each such Series.  Except as otherwise specified as contemplated
by Section 2.03 for the Securities of any Series, no such supplemental
indenture, however, shall:


 


(a)           extend the final maturity date of any Security, reduce the
principal amount thereof, reduce the rate or extend the time of payment of
interest thereon, reduce any amount payable on redemption or repurchase thereof,
change the time at which the Securities of any Series may be redeemed,
impair or affect the right of any Holder to receive payment of principal of,
and interest on, any Security or to institute suit for payment thereof or, if
the Securities provide therefor, affect any right of repayment at the option of
the Holder without the consent of each affected Holder of Securities of such
Series;


 


(b)           reduce the aforesaid percentage of Securities of any
Series, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of each affected Holder of
Securities of such Series; or


 


(c)           reduce the amount of principal payable upon acceleration
of the maturity date of any Original Issue Discount Security without the
consent of each affected Holder of Securities of such Series.


 


32














 


Upon the request of the Company,
accompanied by a copy of a resolution of the Board of Directors certified by
the secretary or an assistant secretary of the Company authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee for such Series of Securities of evidence of the consent of the
Holders as aforesaid and other documents, if any, required by
Section 7.01, the Trustee for such Series of Securities shall join
with the Company in the execution of such supplemental indenture.  If such supplemental indenture affects such
Trustee’s own rights, duties or immunities under this Indenture or otherwise,
such Trustee in its discretion may, but shall not be obligated to, enter into
such supplemental indenture.


 


It shall not be necessary for the
consent of the Holders under this Section 8.02 to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such
consent shall approve the substance thereof.


 


Promptly after the execution by the
Company and the Trustee of any supplemental indenture pursuant to the
provisions of this Section 8.02, the Company shall give notice in the
manner and to the extent provided in Section 13.04 to the Holders of
Securities of each Series affected thereby at their addresses as they
shall appear on the Security register, setting forth in general terms the
substance of such supplemental indenture. 
Any failure of the Company to mail such notice, or any defect therein,
shall not in any way impair or affect the validity of any such supplemental
indenture.


 


SECTION 8.03.  Effect of Supplemental Indenture.  Upon
the execution of any supplemental indenture pursuant to the provisions hereof,
this Indenture shall be and be deemed to be modified and amended in accordance therewith
and the respective rights, limitations of rights, obligations, duties and
immunities under this Indenture of the Trustee, the Company and the Holders of
Securities of each Series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.  This
Section 8.03 shall apply unless otherwise specified as contemplated by
Section 2.03 for the Securities of any Series.


 


SECTION 8.04.  Documents to Be Given to Trustee.  The
Trustee, subject to the provisions of Sections 6.01 and 6.02, shall be
provided with an Officers’ Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this
Article 8 complies with the applicable provisions of this Indenture.


 


SECTION 8.05.  Notation on Securities in Respect of
Supplemental Indentures. 
Securities of any Series authenticated and delivered after the execution
of any supplemental indenture pursuant to the provisions of this Article 8
may bear, upon the direction of the Company, a notation in form satisfactory to
the Trustee for the Securities of such Series as to any matter provided
for by such supplemental indenture.  If
the Company or the Trustee shall so determine, new Securities of any Series so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Outstanding Securities of such
Series.


 


33

















 


ARTICLE 9

CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


SECTION 9.01.  Company May Consolidate, Etc.
on Certain Terms.  Unless otherwise specified as
contemplated by Section 2.03 for the Securities of any Series, the Company
may consolidate with or merge with or into, or sell, convey or lease all or
substantially all of its assets to, any other corporation; provided that in any
such case:


 


(a)           either the Company shall be the continuing corporation, or
the successor corporation shall be organized and validly existing under the
laws of the United States of America or any State thereof or the District of
Columbia and shall expressly assume the due and punctual payment of the
principal of and interest on all the Securities according to their tenor, and
the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed or observed by the Company by
supplemental indenture satisfactory to the Trustee, executed and delivered to
the Trustee by such corporation, and


 


(b)           the Company or such successor corporation, as the case may
be, shall not be in material default immediately after such consolidation,
merger, sale, conveyance or lease in the performance or observance of any such
covenant or condition.


 


SECTION 9.02.  Successor Corporation Substituted.  In
case of any such consolidation, merger, sale, lease or conveyance, and
following such an assumption by the successor corporation, such successor
corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein. 
Such successor corporation may cause to be signed, and may issue either
in its own name or in the name of the Company prior to such succession, any or
all of the Securities issuable hereunder that shall not have been signed by the
Company and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Company and subject to all the terms, conditions and
limitations in this Indenture, the Trustee shall authenticate and shall make
available for delivery any Securities that shall have been signed and delivered
by the officers of the Company to the Trustee for authentication, and any
Securities which such successor corporation thereafter shall cause to be signed
and delivered to the Trustee for that purpose. 
All of the Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Securities had been issued at the date of the execution hereof.


 


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


 


In the event of any such sale or
conveyance (except in the case of a lease of all or substantially all of the
assets of the Company) the Company shall be discharged from all obligations and
covenants under this Indenture and the Securities and may be liquidated and
dissolved.


 


34

















 


The provisions of this Section 9.02
shall apply except as otherwise specified as contemplated by Section 2.03
for the Securities of any Series.


 


SECTION 9.03.  Opinion of Counsel to Trustee.  The
Trustee, subject to the provisions of Sections 6.01 and 6.02, shall
receive an Opinion of Counsel, prepared in accordance with Section 13.05,
as conclusive evidence that any such consolidation, merger, sale, lease or
conveyance, and any such assumption complies with the applicable provisions of
this Indenture.


 


ARTICLE 10

SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE;

UNCLAIMED FUNDS


 


SECTION 10.01.  Satisfaction and Discharge of Indenture; Defeasance.  Unless otherwise specified as contemplated by
Section 2.03 for the Securities of any Series:


 


. 
(a)  When (i) all outstanding Securities of a Series (other
than Securities of such Series replaced or paid pursuant to
Section 2.08) have been canceled or delivered to the Trustee for
cancellation or (ii) all outstanding Securities of such Series have
become due and payable, whether at maturity or as a result of the mailing of a
notice of redemption in connection with a redemption of a Series of
Securities, or will become due and payable within one year, and the Company
irrevocably deposits with the Trustee funds in an amount sufficient or U.S.
Government Obligations, the principal of and interest on which will be
sufficient, or a combination thereof sufficient, in the written opinion of a
nationally recognized firm of independent public accountants delivered to the
Trustee (which opinion shall only be required to be delivered if U.S.
Government Obligations have been so deposited), to pay the principal of and
interest and on the outstanding Securities when due at maturity or upon
redemption of, including interest thereon to maturity or such redemption date
(other than Securities of such Series replaced or paid pursuant to
Section 2.08) and if in either case the Company pays all other sums
payable hereunder by the Company, then this Indenture shall, subject to
Section 10.01(c), cease to be of further effect.  The Trustee shall acknowledge satisfaction
and discharge of this Indenture on demand of the Company accompanied by an
Officers’ Certificate and an Opinion of Counsel and at the cost and expense of
the Company.


 


(b)           Subject
to Sections 10.01(c) and 10.02, the Company at any time may terminate
(i) all of its obligations under the Securities of such Series and
this Indenture (“legal defeasance option”) or (ii) its obligations under
Sections 4.03 (“covenant defeasance option”).  The Company may exercise its legal defeasance
option notwithstanding its prior exercise of its covenant defeasance option for
such Series.


 


If the Company exercises its legal
defeasance option with respect to Securities of a Series, payment of the
Securities of such Series may not be accelerated because of an Event of
Default.


 


Upon satisfaction of the conditions
set forth herein and upon request of the Company, the Trustee shall acknowledge
in writing the discharge of those obligations that the Company terminates.


 


35

















 


(c)           Notwithstanding
clauses (a) and (b) above, the Company’s obligations in
Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, and 6.07, and in this
Article 10 shall survive until the Securities of such Series have
been paid in full.  Thereafter, the
Company’s obligations in Sections 6.07 and 10.05 and the Trustee’s obligations
under Section 10.04 shall survive such satisfaction and discharge.


 


SECTION 10.02 Conditions to Defeasance.  Unless
otherwise specified as contemplated by Section 2.03 for the Securities of
any Series, the Company may exercise its legal defeasance option or its
covenant defeasance option only if:


 


(i)            the
Company irrevocably deposits in trust with the Trustee money in an amount
sufficient or U.S. Government Obligations, the principal of and interest on
which will be sufficient, or a combination thereof sufficient, to pay the
principal of, and premium (if any) and interest on the Securities of such Series when
due at maturity or redemption, as the case may be, including interest thereon
to maturity or such redemption date;


 


(ii)           in
the case of the legal defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (1) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (2) since the date of this Indenture there has been a change in
the applicable Federal income tax law, in either case to the effect that, and
based thereon such Opinion of Counsel shall confirm that, the Holders of such Series will
not recognize income, gain or loss for Federal income tax purposes as a result
of such deposit and defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred; and


 


(iii)          in
the case of the covenant defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of such Series will
not recognize income, gain or loss for Federal income tax purposes as a result
of such deposit and defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred.


 


SECTION 10.03 Application of Trust Money.  The Trustee shall hold in trust money or U.S.
Government Obligations deposited with it pursuant to this Article 10.  It shall apply the deposited money and the
money from U.S. Government Obligations through the Paying Agent and in accordance
with this Indenture to the payment of principal of and interest on the
Securities of such Series.


 


SECTION 10.04 Repayment to Company.  The Trustee and the Paying Agent shall
promptly turn over to the Company upon request any money or U.S. Government
Obligations held by it as provided in this Article which, in the written
opinion of nationally recognized firm of independent public accountants
delivered to the Trustee (which opinion shall only be required to be delivered
if U.S. Government Obligations have been so deposited), are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent discharge or defeasance in accordance with this Article.


 


36

















 


Subject to any applicable abandoned
property law, the Trustee and the Paying Agent shall pay to the Company upon
written request any money held by them for the payment of principal or interest
or that remains unclaimed for two years, and, thereafter, Holders entitled to
the money must look to the Company for payment as general creditors, and the
Trustee and the Paying Agent shall have no further liability with respect to
such monies.


 


SECTION 10.05 Indemnity for Government Obligations.  The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against
deposited U.S. Government Obligations or the principal and interest received on
such U.S. Government Obligations.


 


SECTION 10.06 Reinstatement.  If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with this
Article 10 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 of such Series shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 10
until such time as the Trustee or Paying Agent is permitted to apply all such
money or U.S. Government Obligations in accordance with this Article 10; provided,
however, that, if the Company has made any payment of principal of or
interest on, any Securities of such Series because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.


 


This Section 10.06 shall not
apply to any Series unless specified as contemplated by Section 2.03
for the Securities of such Series.


 


ARTICLE 11

REDEMPTION OF SECURITIES AND SINKING FUNDS


 


SECTION 11.01.  Applicability of Article.  The
provisions of this Article 11 shall be applicable to the Securities of any
Series which are redeemable before their maturity or to any sinking fund
for the retirement of Securities of a Series except as otherwise specified as
contemplated by Section 2.03 for Securities of such Series.


 


SECTION 11.02.  Notice of Redemption; Partial
Redemptions.


 


This Section 11.02 shall apply
unless otherwise specified as contemplated by Section 2.03 for the
Securities of any Series.


 


Notice of redemption to the Holders
of Securities of any Series required to be redeemed or to be redeemed as a
whole or in part at the option of the Company shall be given by giving notice
of such redemption as provided in Section 13.04, at least 30 days and
not more than 60 days prior to the date fixed for redemption to such
Holders of Securities of such Series. 
Failure to give notice by mail, or any defect in the notice to the
Holder of any Security of a Series designated for redemption as a whole or
in part shall not affect the validity of the proceedings for the redemption of
any other Security of such Series.


 


37

















 


The notice of redemption to each
such Holder shall specify the date fixed for redemption, the “CUSIP” number or
numbers for such Securities, the redemption price, the Place of Payment or
Places of Payment, that payment will be made upon presentation and surrender of
such Securities, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice, that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue and, if applicable, that a Holder of Securities who desires to
convert Securities for redemption must satisfy the requirements for conversion
contained in such Securities, the then existing conversion price or rate and
the date and time when the option to convert shall expire.  If less than all of the Securities of any Series are
to be redeemed, the notice of redemption shall specify the numbers of the
Securities of such Series to be redeemed. 
In case any Security of a Series is to be redeemed in part, the
notice of redemption shall state the portion of the principal amount thereof to
be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Security, a new Security or Securities of such Series in
principal amount equal to the unredeemed portion thereof will be issued.


 


The notice of redemption of
Securities of any Series to be redeemed at the option of the Company shall
be given by the Company or, at the Company’s request, by the Trustee in the
name and at the expense of the Company. 
If such notice is to be given by the Trustee, the Company shall provide
notice of such redemption to the Trustee at least 45 days prior to the
date fixed for redemption (unless a shorter notice shall be satisfactory to the
Trustee).  If such notice is given by the
Company, the Company shall provide a copy of such notice given to the Holders
of such redemption to the Trustee at least three Business Days prior to the
date such notice is given to such Holders, but in any event at least
15 days prior to the date fixed for redemption (unless a shorter notice
shall be satisfactory to the Trustee).


 


Unless otherwise specified pursuant
to Section 2.03, not later than the redemption date specified in the
notice of redemption given as provided in this Section 11.02, the Company
will have on deposit with the Trustee or with one or more Paying Agents (or, if
the Company is acting as its own Paying Agent, set aside, segregate and hold in
trust as provided in Section 3.03) funds available on such date (or other
forms of property, if permitted by the terms of the Securities of such Series)
sufficient to redeem on the redemption date all the Securities of such Series so
called for redemption at the appropriate redemption price, together with
accrued interest to the date fixed for redemption.  If less than all the Outstanding Securities
of a Series are to be redeemed, the Company will deliver to the Trustee at
least 45 days prior to the date fixed for redemption an Officers’
Certificate stating the aggregate principal amount of Securities to be redeemed
(unless a shorter notice shall be satisfactory to the Trustee).


 


If less than all the Securities of
a Series are to be redeemed, the Trustee shall select Securities of such Series to
be redeemed on a pro rata basis, by lot or by such other method as the Trustee
in its sole discretion shall deem to be fair and appropriate, and the Trustee
shall promptly notify the Company in writing of the Securities of such Series selected
for redemption and, in the case of any Securities of such Series selected
for partial redemption, the principal amount thereof to be redeemed.  However, if less than all the Securities of
any Series with differing issue dates, interest rates and stated
maturities are to be redeemed, the Company in its sole discretion shall select
the particular securities to be redeemed and shall notify the Trustee in
writing thereof at least 45 days prior to the relevant redemption date
(unless a shorter notice shall


 


38

















 


be satisfactory to the
Trustee).  Securities may be redeemed in
part in multiples equal to the minimum authorized denomination for Securities
of such Series or any multiple thereof. 
For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities of any Series shall
relate, in the case of any Security redeemed or to be redeemed only in part, to
the portion of the principal amount of such Security which has been or is to be
redeemed.


 


This Section 11.02 shall apply
unless otherwise specified as contemplated by Section 2.03 for the
Securities of any Series.


 


SECTION 11.03.  Payment of Securities Called for
Redemption.  If notice of redemption has been given as
above provided, the Securities or portions of Securities specified in such
notice shall become due and payable on the date and at the place stated in such
notice at the applicable redemption price, together with interest accrued to
the date fixed for redemption, and on and after said date (unless the Company
shall default in the payment of such Securities at the redemption price,
together with interest accrued to said date) interest on the Securities or
portions of Securities so called for redemption shall cease to accrue.  Except as provided in Sections 6.01 and
10.04, such Securities shall cease from and after the date fixed for redemption
to be entitled to any benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to
receive the redemption price thereof and unpaid interest to the date fixed for
redemption.  On presentation and surrender
of such Securities at a Place of Payment specified in said notice, said
Securities or the specified portions thereof shall be paid and redeemed by the
Company at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption. 
If for any Securities the date fixed for redemption is a regular
interest payment date, payment of interest becoming due on such date shall be
payable to the Holders of such Securities registered as such on the relevant
record date subject to the terms and provisions of Section 2.07.


 


If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal shall, until paid or duly provided for, bear interest from the date
fixed for redemption at the rate of interest borne by the Security.


 


Upon presentation of any Security
redeemed in part only, the Company shall execute and the Trustee shall
authenticate and make available for delivery to or on the order of the Holder
thereof, at the expense of the Company, a new Security or Securities, of authorized
denominations, in principal amount equal to the unredeemed portion of the
Security so presented.


 


This Section 11.03 shall apply
unless otherwise specified as contemplated by Section 2.03 for the
Securities of any Series.


 


SECTION 11.04.  Exclusion of Certain Securities from
Eligibility for Selection for Redemption.  Securities
shall be excluded from eligibility for selection for redemption if they are
identified by registration and certificate number in a written statement signed
by an authorized officer of the Company and delivered to the Trustee at least
30 days prior to the last date on which notice of redemption may be given
as being owned of record and beneficially by, and not pledged or hypothecated
by, either (a) the Company or (b) an entity specifically identified
in


 


39

















 


such written statement as directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Company.


 


This Section 11.04 shall apply
unless otherwise specified as contemplated by Section 2.03 for the
Securities of any Series.


 


SECTION 11.05.  Mandatory and Optional Sinking Funds.  The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any Series is referred to as a “mandatory sinking fund payment”, and any payment in excess of
such minimum amount provided for by the terms of Securities of any Series is
referred to as an “optional sinking fund
payment”.  The date on which a
sinking fund payment is to be made is referred to as the “sinking fund payment date”.


 


In lieu of providing funds for all
or any part of any mandatory sinking fund payment with respect to any Series of
Securities, the Company at its option:


 


(a)           may deliver to the Trustee securities of such Series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Company or receive credit for Securities of such
Series (not previously so credited) theretofore purchased or otherwise
acquired (except as aforesaid) by the Company and delivered to the Trustee for
cancellation pursuant to Section 2.10;


 


(b)           may receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section 11.05; or


 


(c)           may receive credit for Securities of such Series (not
previously so credited) redeemed by the Company through any optional redemption
provision contained in the terms of such Series.


 


Securities so delivered or credited
shall be received or credited by the Trustee at the sinking fund redemption
price specified in such Securities.


 


On or before the 45th day next
preceding each sinking fund payment date for any Series of Securities, the
Company will deliver to the Trustee a written statement (which need not contain
the statements required by Section 13.05) signed by an authorized officer
of the Company which will:


 


(a)           specify the portion of the mandatory sinking fund payment
to be satisfied by delivery of funds, except as otherwise specified pursuant to
Section 2.03 for the Securities of such Series, and the portion to be
satisfied by delivery or credit of Securities of such Series;


 


(b)           state that none of the Securities of such Series for
which credit is sought has theretofore been so credited;


 


(c)           state that no defaults in the payment of interest or
Events of Default with respect to such Series have occurred (which have
not been waived or cured) and are continuing;


 


40














 


(d)           state whether or not the Company intends to exercise its
right to make an optional sinking fund payment with respect to such Series and,
if so, specifying the amount of such optional sinking fund payment which the
Company intends to pay on or before the next succeeding sinking fund payment
date; and


 


(e)           specify such sinking fund payment date.


 


Any Securities of such Series to
be credited and required to be delivered to the Trustee in order for the
Company to be entitled to credit therefor that have not previously been
delivered to the Trustee shall be delivered for cancellation pursuant to
Section 2.10 to the Trustee with such written statement.  Such written statement shall be irrevocable.  Upon its receipt by the Trustee, the Company
shall become unconditionally obligated to make all the payments, if any,
therein referred to on or before the next succeeding sinking fund payment
date.  Failure of the Company, on or
before any such 45th day, to deliver such written statement and Securities
specified in this paragraph, if any, shall not constitute a default but shall
constitute, on and as of such date, the irrevocable election of the Company
(i) that the mandatory sinking fund payment for such Series due on
the next succeeding sinking fund payment date shall be paid entirely in funds
without the option to deliver or credit Securities of such Series in
respect thereof and (ii) that the Company will make no optional sinking
fund payment with respect to such Series as provided in this Section 11.05.


 


If the sinking fund payment or
payments (mandatory or optional or both) to be made in funds on the next
succeeding sinking fund payment date plus any unused balance of any preceding
sinking fund payments made in funds shall exceed $100,000 (or a lesser amount
if the Company shall so request) with respect to the Securities of any
particular Series, such funds shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of such Series at the
sinking fund redemption price together with accrued interest to the date fixed
for redemption.  If such amount shall be
$100,000 or less and the Company makes no such request, then it shall be
carried over until an amount in excess of $100,000 is available.  The Trustee shall select, in the manner
provided in Section 11.02 and giving effect to any exclusions required
pursuant to Section 11.04, for redemption on such sinking fund payment
date a sufficient principal amount of Securities of such Series to absorb,
as nearly as may be possible, such funds and shall inform the Company of the
serial numbers of the Securities of such Series (or portions thereof) so
selected.  The Trustee, in the name and
at the expense of the Company, shall cause notice of redemption of the
Securities of such Series to be given in substantially the manner provided
in Section 11.02 for the redemption of Securities of such Series.  The amount of any sinking fund payments not
so applied or allocated to the redemption of Securities of such Series shall
be added to the next sinking fund payment for such Series and, together
with such payment, shall be applied in accordance with the provisions of this Section 11.05.  Any and all sinking fund amounts held on the
stated maturity date of the Securities of any particular Series (or earlier,
if such maturity is accelerated) that are not held for the payment or
redemption of particular Securities of such Series shall be applied,
together with other amounts, if necessary, sufficient for the purpose, to the
payment of the principal of, and interest on, the Securities of such Series at
maturity.


 


Unless otherwise specified pursuant
to Section 2.03, not later than the sinking fund payment date, the Company
shall have paid to the Trustee or shall otherwise provide funds


 


41

















 


available on such date for the
payment of all principal and interest accrued to the date fixed for redemption
on Securities to be redeemed on such sinking fund payment date.


 


The Trustee shall not redeem or
cause to be redeemed any Securities of a Series with sinking fund amounts
or mail or publish any notice of redemption of Securities for such Series by
operation of the sinking fund during the continuance of a default in payment of
interest on such Securities or of any Event of Default except that, where the
mailing or publication of notice of redemption of any Securities previously
shall have been made, the Trustee shall redeem or cause to be redeemed such
Securities; provided that it shall have received from the Company amounts
sufficient for such redemption.  Except
as aforesaid, any amounts in the sinking fund for such Series at the time
when any such default or Event of Default shall occur, and any amounts
thereafter paid into the sinking fund, during the continuance of such default
or Event of Default, shall be deemed to have been collected under
Article 5 and held for the payment of all such Securities.  In case such Event of Default shall have been
waived as provided in Section 5.09 or the default cured on or before the
sixtieth day preceding the sinking fund payment date in any year, such amounts
thereafter shall be applied on the next succeeding sinking fund payment date in
accordance with this Section 11.05 to the redemption of such Securities.


 


SECTION 11.06.  Repayment at the Option of the Holders.  Securities
of any Series that are repayable at the option of the Holders before their
stated maturity shall be repaid in accordance with the terms of the Securities
of such Series.


 


The repayment of any principal amount
of Securities pursuant to such option of the Holder to require repayment of
Securities before their stated maturity, for purposes of Section 10.01,
shall not operate as a payment, redemption or satisfaction of the indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a direction that such
Securities be cancelled.


 


SECTION 11.07.  Conversion Arrangement on Call for
Redemption.  In connection with any redemption of Securities,
the Company may arrange for the purchase and conversion of any Securities
called for redemption by an agreement with one or more investment bankers or
other purchasers to purchase such Securities by paying to the Trustee or the
Paying Agent in trust for the Holders of Securities, on or before
10:00 a.m. New York time on the redemption date, an amount not less than
the redemption price, together with interest, if any, accrued to the redemption
date of such Securities, in immediately available funds.  Notwithstanding anything to the contrary
contained in this Article 11, the obligation of the Company to pay the
redemption price of such Securities, including all accrued interest, if any,
shall be deemed to be satisfied and discharged to the extent such amount is so
paid by such purchasers.  If such an
agreement is entered into, any Securities not duly surrendered for conversion
by the Holders thereof, at the option of the Company, may be deemed, to the
fullest extent permitted by law, acquired by such purchasers from such Holders
and surrendered by such purchasers for conversion, all as of immediately prior
to the close of business on the last day on which such Securities called for
redemption may be converted in accordance with this Indenture and the terms of
such Securities, subject to payment to the Trustee or Paying Agent of the
above-described amount.  The Trustee or
the Paying Agent shall hold and pay to the Holders whose Securities are
selected for redemption any such amount paid to it in the same manner as it
would pay funds deposited with


 


42

















 


it by the Company for the
redemption of Securities.  Without the
Trustee’s and the Paying Agent’s prior written consent, no arrangement between
the Company and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee and the Paying Agent as set
forth in this Indenture.  The Company
agrees to indemnify the Trustee and the Paying Agent from, and hold them
harmless against, any loss, liability or expense arising out of or in
connection with any such arrangement for the purchase and conversion of any
Securities between the Company and such purchasers, including the reasonable
costs and expenses incurred by the Trustee and the Paying Agent in the defense
of any claim or liability arising out of or in connection with the exercise or
performance of any of their powers, duties, responsibilities or obligations
under this Indenture.


 


ARTICLE 12

CONVERSION OF SECURITIES


 


SECTION 12.01.  Applicability of Article.  Securities
of any Series that are convertible into Common Shares at the option of the
Holder of such Securities shall be convertible in accordance with their terms
and, unless otherwise specified as contemplated by Section 2.03 for the
Securities of any Series, in accordance with this Article 12.  Each reference in this Article 12 to “a
Security” or “the Securities” refers to the Securities of the particular Series that
is convertible into Common Shares.  If
more than one Series of Securities with conversion privileges are
Outstanding at any time, the provisions of this Article 12 shall be
applied separately to each such Series.


 


SECTION 12.02.  Right of Holders to Convert Securities
into Common Shares.  Subject to the provisions of
Section 11.07 and this Article 12, at the option of the Holder
thereof, any Security of any Series that is convertible into Common
Shares, or any portion of the principal amount thereof which is $1,000 or any
integral multiple of $1,000, may be converted into duly authorized, validly
issued, fully paid and nonassessable Common Shares at any time during the
period specified in the Securities of such Series, or in case such Security or
portion thereof shall have been called for redemption, then in respect of such
Security or portion thereof until (unless the Company shall default in payment
due upon the redemption thereof) the close of business on the redemption date
(except that in the case of repayment at the option of the Holder, if specified
in the terms of the relevant Security, such right shall terminate upon the
Company’s receipt of written notice of the exercise of such option), as
specified in such Security, at the conversion price or conversion rate for each
$1,000 principal amount of Securities (such initial conversion rate reflecting
an initial conversion price specified in such Security) in effect on the
conversion date, or, in case an adjustment in the conversion price has taken
place pursuant to the provisions of this Article 12, then at the
applicable conversion price as so adjusted, upon surrender of the Security or
Securities, the principal amount of which is so to be converted, to the Company
at any time during usual business hours at the office or agency to be
maintained by it in accordance with the provisions of Section 3.02,
accompanied by a written notice of election to convert as provided in
Section 12.03.  If the Holder
requests that the Common Shares be registered in a name other than that of the
Holder, such notice also shall be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company and/or the Trustee,
as applicable, duly executed by the Holder thereof or his attorney duly
authorized in writing.  All Securities
surrendered for conversion shall, if surrendered to the Company or any
conversion


 


43

















 


agent, be delivered to the Trustee
for cancellation and cancelled by it, or shall, if surrendered to the Trustee,
be cancelled by it, as provided in Section 2.10.


 


The initial conversion price or
conversion rate in respect of a Series of Securities shall be as specified
in the Securities of such Series.  The
conversion price or conversion rate will be subject to adjustment on the terms
set forth in Section 12.05 or such other or different terms, if any, as
may be specified by Section 2.03 for Securities of such Series.  Provisions of this Indenture that apply to
conversion of all of a Security also apply to conversion of any portion of such
Security.


 


SECTION 12.03.  Issuance of Common Shares on Conversions.  As
promptly as practicable after the surrender, as herein provided, of any
Security or Securities for conversion into Common Shares, the Company shall
deliver or cause to be delivered at the office or agency to be maintained by it
in accordance with the provisions of Section 3.02 to or upon the written
order of the Holder of the Security or Securities so surrendered a certificate
or certificates representing the number of duly authorized, validly issued,
fully paid and nonassessable Common Shares into which such Security or
Securities may be converted in accordance with the terms thereof and the
provisions of this Article 12. 
Prior to delivery of such certificate or certificates, the Company shall
require written notice at its said office or agency from the Holder of the
Security or Securities so surrendered stating that the Holder irrevocably
elects to convert such Security or Securities, or, if less than the entire
principal amount thereof is to be converted, stating the portion thereof to be
converted.  Such notice shall also state
the name or names (with address and social security or other taxpayer
identification number) in which said certificate or certificates are to be
issued.  Such conversion shall be deemed
to have been made at the time that such Security or Securities shall have been
surrendered for conversion and such notice shall have been received by the
Company or the Trustee and such conversion shall be at the conversion price in
effect at such time.  The rights of the
Holder of such Security or Securities as a Holder shall cease at such time, and
the Person or Persons entitled to receive the Common Shares upon conversion of
such Security or Securities shall be treated for all purposes as having become
either record holder or holders of such Common Shares at such time.  In the case of any Security of any Series that
is converted in part only, upon such conversion the Company shall execute and,
upon the Company’s request and at the Company’s expense, the Trustee or an
authenticating agent shall authenticate and deliver to the Holder thereof, as
requested by such Holder, a new Security or Securities of such Series of
authorized denominations in aggregate principal amount equal to the unconverted
portion of such Security.


 


If the last day on which such
Security may be converted is not a Business Day in a place where the conversion
agent for that Security is located, such Security may be surrendered to that
conversion agent on the next succeeding day that is a Business Day.


 


The Company shall not be required
to deliver certificates for Common Shares upon conversion while its stock
transfer books are closed for a meeting of shareholders or for the payment of
dividends or for any other purpose, but certificates for Common Shares shall be
delivered as soon as the stock transfer books shall again be opened.


 


SECTION 12.04.  No Payment or Adjustment for Interest or
Dividends.  Unless otherwise specified as contemplated by
Section 2.03 for Securities of such Series, Securities


 


44

















 


surrendered for conversion into
Common Shares during the period from the close of business on any regular
record date or special record date next preceding any interest payment date to
the opening of business on such interest payment date (except Securities called
for redemption on a redemption date within such period) when surrendered for
conversion must be accompanied by payment (by certified or official bank check
to the order of the Company payable in clearing house funds at the location
where the Securities are surrendered) of an amount equal to the interest
thereon which the Holder is entitled to receive on such interest payment
date.  Payment of interest shall be made,
on such interest payment date or such other payment date (as set forth in
Section 2.07), as the case may be, to the Holder of the Securities as of
such regular record date or special record date, as applicable.  Except where Securities surrendered for
conversion must be accompanied by payment as described above, no interest on
converted Securities will be payable by the Company on any interest payment
date subsequent to the date of conversion. 
No other payment or adjustment for interest or dividends is to be made
upon conversion.  Notwithstanding the
foregoing, upon conversion of any Original Issue Discount Security, the fixed
number of Common Shares into which such Security is convertible delivered by
the Company to the Holder thereof shall be applied, first, to the portion
attributable to the accrued original issue discount relating to the period from
the date of issuance to the date of conversion of such Security, and, second,
to the portion attributable to the balance of the principal amount of such
Security.


 


SECTION 12.05.  Adjustment of Conversion Price.  Unless
otherwise specified as contemplated by Section 2.03 for Securities of such
Series, the conversion price for Securities convertible into Common Shares
shall be adjusted from time to time as follows:


 


(a)           If the Company shall (x) pay a dividend or make a
distribution on Common Shares in Common Shares, (y) subdivide the
outstanding Common Shares into a greater number of shares or (z) combine
the outstanding Common Shares into a smaller number of shares, the conversion
price for the Securities of such Series shall be adjusted so that the
Holder of any such Security thereafter surrendered for conversion shall be
entitled to receive the number of Common Shares that such Holder would have
owned or have been entitled to receive after the happening of any of the events
described above had such Security been converted immediately prior to the
record date in the case of a dividend or the effective date in the case of
subdivision or combination.  An
adjustment made pursuant to this Section 12.05(a) shall become
effective immediately after the record date in the case of a dividend, except as
provided in Section 12.05(h), and shall become effective immediately after
the effective date in the case of a subdivision or combination.


 


(b)           If the Company shall issue rights or warrants to all
holders of Common Shares entitling them (for a period expiring within
45 days after the record date mentioned below) to subscribe for or
purchase Common Shares at a price per share less than the current market price
per share of Common Shares (as defined for purposes of this Section 12.05(b) in
Section 12.05(e)), at the record date for the determination of shareholders
entitled to receive such rights or warrants, the conversion price in effect
immediately prior thereto shall be adjusted so that the same shall equal the
price determined by multiplying the conversion price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
number of Common Shares


 


45

















 


outstanding on such record date
plus the number of Common Shares which the aggregate offering price of the
total number of Common Shares so offered would purchase at such current market
price, and the denominator of which shall be the number of Common Shares
outstanding on such record date plus the number of additional Common Shares
receivable upon exercise of such rights or warrants.  Such adjustment shall be made successively
whenever any such rights or warrants are issued, and shall become effective
immediately, except as provided in Section 12.05(h), after such record
date.  In determining whether any rights
or warrants entitle the Holders of the Securities of such Series to
subscribe for or purchase Common Shares at less than such current market price,
and in determining the aggregate offering price of such Common Shares, there
shall be taken into account any consideration received by the Company for such
rights or warrants plus the exercise price thereof, the value of such
consideration or exercise price, as the case may be, if other than cash, to be
determined by the Board of Directors.


 


(c)           If the Company shall distribute to all holders of Common
Shares any shares of capital stock of the Company (other than Common Shares) or
evidences of its indebtedness or assets (excluding cash dividends or
distributions paid from retained earnings of the Company) or rights or warrants
to subscribe for or purchase any of its securities (excluding those rights or
warrants referred to in Section 12.05(b)) (any of the foregoing being
herein in this Section 12.05(c) called the “Special Securities”), the conversion price
shall be adjusted as provided in the next sentence unless the Company elects to
reserve such Special Securities for distribution to the Holders of Securities
of such Series upon the conversion so that any such Holder converting such
Securities will receive upon such conversion, in addition to the Common Shares
to which such Holder is entitled, the amount and kind of Special Securities
which such Holder would have received if such Holder had, immediately prior to
the record date for the distribution of the Special Securities, converted
Securities into Common Shares.  The
conversion price, as adjusted, shall equal the price determined by multiplying
the conversion price in effect immediately prior to such record date by a
fraction the numerator of which shall be the current market price per share (as
defined for purposes of this Section 12.05(c) in
Section 12.05(e)) of Common Shares on the record date mentioned above less
the then fair market value (as determined by the Board of Directors, whose
determination shall, if made in good faith, be conclusive) of the portion of
the Special Securities so distributed applicable to one Common Share, and the
denominator of which shall be the current market price per Common Shares (as
defined in Section 12.05(e)).  In
the event the then fair market value (as so determined) of the portion of the
Special Securities so distributed applicable to one Common Share is equal to or
greater than the current market price per Common Share (as defined in
Section 12.05(e)) on the record date mentioned above, in lieu of the
foregoing adjustment, adequate provision shall be made so that each Holder of
Securities of such Series shall have the right to receive the amount and
kind of Special Securities such holder would have received had he converted
such Securities immediately prior to the record date for the distribution of
the Special Securities.  Such adjustment
shall become effective immediately, except as provided in
Section 12.05(h), after the record date for the determination of
shareholders entitled to receive such distribution.


 


(d)           If, pursuant to Section 12.05(b) or 12.05(c),
the conversion price shall have been adjusted because the Company has declared
a dividend, or made a distribution,


 


46

















 


on the outstanding Common Shares in
the form of any right or warrant to purchase securities of the Company, or the
Company has issued any such right or warrant, then, upon the expiration of any
such unexercised right or unexercised warrant, the conversion price shall forthwith
be adjusted to equal the conversion price that would have applied had such
right or warrant never been declared, distributed or issued.


 


(e)           For the purpose of any computation under
Section 12.05(b), the current market price per Common Share on any date
shall be deemed to be the average of the reported last sales prices for the
30 consecutive Trading Days (as defined below) commencing 45 Trading
Days before the date in question.  For
the purpose of any computation under Section 12.05(c), the current market
price per Common Share on any date shall be deemed to be the average of the
reported last sales prices for the ten consecutive Trading Days before the date
in question.  The reported last sales
price for each day (whether for purposes of Section 12.05(b) or
12.05(c)) shall be the reported last sales price, regular way, or, in case no
sale takes place on such day, the average of the reported closing bid and asked
prices, regular way, in either case as reported on the New York Stock Exchange
Composite Tape or, if the Common Shares are not listed or admitted to trading
on the New York Stock Exchange, on the principal national securities exchange
on which the Common Shares are listed or admitted to trading or, if not listed
or admitted to trading on any national securities exchange, on the Nasdaq
National Market or, if the Common Shares are not quoted on the Nasdaq National
Market, the average of the closing bid and asked prices on such day in the
over-the-counter market as furnished by any New York Stock Exchange member firm
regularly making a market in the Common Shares selected for such purpose by the
Board of Directors or, if no such quotations are available, the fair market
value of the Common Shares as determined by a New York Stock Exchange member
firm regularly making a market in the Common Shares selected for such purpose
by the Board of Directors.  As used
herein, the term “Trading Day”
with respect to the Common Shares means (x) if the Common Shares are
listed or admitted for trading on the New York Stock Exchange or another
national securities exchange, a day on which the New York Stock Exchange or
such other national securities exchange is open for business, (y) if the
Common Shares are quoted on the Nasdaq National Market, a day on which trades
may be made on the Nasdaq National Market or (z) otherwise, any day other
than a Saturday or Sunday or a day on which banking institutions in the State
of New York are authorized or obligated by law or executive order to close.


 


(f)            No adjustment in the conversion price shall be required
unless such adjustment would require an increase or decrease of at least 1% in
such price.  Any adjustments that by
reason of this Section 12.05(f) are not required to be made, however,
shall be carried forward and taken into account in any subsequent
adjustment.  Any adjustment required to
be made in accordance with the provisions of this Article 12 shall be made
not later than such time as may be required in order to preserve the tax free
nature of a distribution to the holders of Common Shares.  All calculations under this Article 12
shall be made to the nearest cent or to the nearest one-one hundredth of a
share, as the case may be, with one-half cent and one-two hundredth of a share,
respectively, being rounded upward.  The
Company shall be entitled to make such reductions in the conversion price, in
addition to those required by this Section 12.05, as


 


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it in its discretion shall
determine to be advisable in order that any stock dividend, subdivision of
shares, distribution of rights or warrants to purchase stock or securities or
distribution of other assets (other than cash dividends) made by the Company to
its shareholders shall not be taxable.


 


(g)           Whenever the conversion price is adjusted, the Company
shall file with the Trustee, at the Corporate Trust Office of the Trustee, and
with the office or agency maintained by the Company for the conversion of
Securities of such Series pursuant to Section 3.02, an Officers’ Certificate,
setting forth the conversion price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment, which certificate shall
be conclusive evidence of the correctness of such adjustment.  Neither the Trustee nor any conversion agent
shall be under any duty or responsibility with respect to any such certificate
or any facts or computations set forth therein, except to exhibit said
certificate from time to time to any Holder of a Security of such Series desiring
to inspect the same.  The Company shall
promptly cause a notice setting forth the adjusted conversion price to be
mailed to the Holders of Securities of such Series, as their names and
addresses appear upon the Security register.


 


(h)           In any case in which this Section 12.05 provides that
an adjustment shall become effective immediately after a record date for an
event, the Company may defer until the occurrence of such event
(y) issuing to the Holder of any Security of such Series converted
after such record date and before the occurrence of such event the additional
Common Shares issuable upon such conversion by reason of the adjustment
required by such event over and above the Common Shares issuable upon such
conversion before giving effect to such adjustment and (z) paying to such
holder any amount in cash in lieu of any fractional Common Shares pursuant to
Section 12.06.


 


SECTION 12.06.  No Fractional Shares to Be Issued.  No
fractional Common Shares shall be issued upon any conversion of
Securities.  If more than one Security of
any Series shall be surrendered for conversion at one time by the same
Holder, the number of full Common Shares which shall be issuable upon
conversion thereof shall be computed on the basis of the aggregate principal
amount of the Securities of such Series (or specified portions thereof to
the extent permitted hereby) so surrendered. 
Instead of a fraction of a Common Share which would otherwise be
issuable upon conversion of any Security or Securities (or specified portions
thereof), the Company shall pay a cash adjustment (computed to the nearest
cent, with one-half cent being rounded upward) in respect of such fraction of a
share in an amount equal to the same fractional interest of the reported last
sales price (as defined in Section 12.05(e)) of the Common Shares on the
Trading Day (as defined in Section 12.05(e)) next preceding the day of
conversion.


 


SECTION 12.07.  Preservation of Conversion Rights upon
Consolidation, Merger, Sale or Conveyance.  In case of any
consolidation of the Company with, or merger of the Company into, any other
corporation (other than a consolidation or merger in which the Company is the
surviving corporation), or in the case of any sale or transfer of all or
substantially all of the assets of the Company, the corporation formed by such
consolidation or the corporation into which the Company shall have been merged
or the corporation which shall have acquired such assets, as the case may be,
shall execute and deliver to the Trustee a supplemental indenture in accordance
with the provisions of Articles 8 and 9 as they relate to supplemental
indentures, providing that


 


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the Holder of each Outstanding
Security that was convertible into Common Shares shall have the right
thereafter to convert such Security into the kind and amount of shares of stock
and other securities and property, including cash, receivable upon such consolidation,
merger, sale or transfer by a holder of the number of Common Shares into which
such Securities might have been converted immediately prior to such
consolidation, merger, sale or transfer. 
Such supplemental indenture shall provide for adjustments which shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Article 12.  Neither the
Trustee nor any conversion agent shall have any liability or responsibility for
determining the correctness of any provision contained in any such supplemental
indenture relating either to the kind or amount of shares of stock or other
securities or property receivable by Holders of the Securities upon the
conversion of their Securities after any such consolidation, merger, sale or transfer,
or to any adjustment to be made with respect thereto and, subject to the
provisions of Section 313 of the Trust Indenture Act, may accept as
conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, an Officers’ Certificate with respect thereto and an
Opinion of Counsel with respect to legal matters related thereto.  If in the case of any such consolidation,
merger, sale or transfer, the stock or other securities and property receivable
by a Holder of the Securities includes stock or other securities and property
of a corporation other than the successor or purchasing corporation, then such
supplemental indenture shall also be executed by such other corporation and
shall contain such additional provisions to protect the interests of the
Holders of the Securities as the Board of Directors shall reasonably consider
necessary.  The above provisions of this
Section 12.07 shall similarly apply to successive consolidations, mergers,
sales or transfers.


 


SECTION 12.08.  Notice to Holders of the Securities of a Series Prior
to Taking Certain Types of Action.  With respect to the
Securities of any Series, in case:


 


(a)                                  the Company shall authorize the issuance to all holders of
Common Shares of rights or warrants to subscribe for or purchase shares of its
capital stock or of any other right;


 


(b)                                 the Company shall authorize the distribution to all holders
of Common Shares of evidences of indebtedness or assets (except for cash
dividends or distributions paid from retained earnings of the Company);


 


(c)                                  of any subdivision or combination of Common Shares or of
any consolidation or merger to which the Company is a party and for which
approval by the shareholders of the Company is required, or of the sale or
transfer of all or substantially all of the assets of the Company; or


 


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


 


the Company shall cause to be filed
with the Trustee and at the office or agency maintained for the purpose of
conversion of Securities of such Series pursuant to Section 3.02, and
shall cause to be mailed to the Holders of Securities of such Series at
their last addresses as they shall appear on the Security register, at least
ten days prior to the applicable record date hereinafter specified, a notice
stating (i) the date as of which the holders of Common Shares to be
entitled to receive 


 


49

















 


any such rights, warrants or
distribution are to be determined, or (ii) the date on which any such
subdivision, combination, consolidation, merger, sale, transfer, dissolution,
liquidation, winding up or other action is expected to become effective, and
the date as of which it is expected that holders of record of Common Shares
shall be entitled to exchange their Common Shares for securities or other
property, if any, deliverable upon such subdivision, combination,
consolidation, merger, sale, transfer, dissolution, liquidation, winding up or
other action.  The failure to give the
notice required by this Section 12.08 or any defect therein shall not
affect the legality or validity of any distribution, right, warrant,
subdivision, combination, consolidation, merger, sale, transfer, dissolution,
liquidation, winding up or other action, or the vote upon any of the foregoing.


 


SECTION 12.09.  Covenant to Reserve Shares for Issuance
on Conversion of Securities.  The Company at all times
will reserve and keep available out of each class of its authorized Common
Shares, free from preemptive rights, solely for the purpose of issue upon
conversion of Securities of any Series as herein provided, such number of
Common Shares as shall then be issuable upon the conversion of all Outstanding
Securities of such Series.  The Company
covenants that all Common Shares which shall be so issuable, when issued or
delivered, shall be duly and validly issued Common Shares into which Securities
of such Series are convertible, and shall be fully paid and nonassessable,
free of all liens and charges and not subject to preemptive rights and that,
upon conversion, the appropriate capital stock accounts of the Company will be
duly credited.


 


SECTION 12.10.  Compliance with Governmental
Requirements.  If any Common Shares required to be reserved for
purposes of conversion of Securities hereunder require registration or listing
with or approval of any governmental authority under any Federal or State law,
pursuant to the Securities Act or the Securities Exchange Act or any national
or regional securities exchange on which the Common Shares are listed at the
time of delivery of any Common Shares, the Company will use its best efforts to
cause such shares to be duly registered, listed or approved, as the case may
be, before such shares may be issued upon conversion.


 


SECTION 12.11.  Payment of Taxes upon Certificates for
Shares Issued upon Conversion.  The issuance of
certificates for Common Shares upon the conversion of Securities shall be made
without charge to the converting Holders for any tax (including documentary and
stamp taxes) in respect of the issuance and delivery of such certificates, and
such certificates shall be issued in the respective names of, or in such names
as may be directed by, the Holders of the Securities converted.  The Company, however, shall not be required
to pay any tax that may be payable in respect of any transfer involved in the
issuance and delivery of any such certificate in a name other than that of the
Holder of the Security converted, and the Company shall not be required to issue
or deliver such certificate unless or until the Person or Persons requesting
the issuance thereof shall have paid to the Company the amount of such tax or
shall have established to the satisfaction of the Company that such tax has
been paid.


 


SECTION 12.12.  Trustee’s Duties with Respect to
Conversion Provisions.  The Trustee and any conversion
agent shall have no duty to any Holder to determine whether any facts exist
that may require any adjustment of the conversion rate, or with respect to the
nature or extent of any such adjustment when made, or with respect to the
method employed, in making the same. 
Neither the Trustee nor any conversion agent shall be accountable with
respect to the registration 


 


50

















 


under securities laws, listing,
validity or value (or the kind or amount) of any Common Shares, or of any other
securities or property, that at any time may be issued or delivered upon the
conversion of any Security, and neither the Trustee nor any conversion agent
makes any representation with respect thereto. 
Neither the Trustee nor any conversion agent shall be responsible for
any failure of the Company to make any payment or to issue, transfer or deliver
any Common Shares or stock certificates or other securities or property upon
the surrender of any Security for the purpose of conversion.  The Trustee and any conversion agent, subject
to the provisions of Section 313 of the Trust Indenture Act, shall not be
responsible for any failure of the Company to comply with any of the covenants
contained in this Article 12.


 


SECTION 12.13.  Conversion of Securities into Preferred
Shares or Other Securities. 
Notwithstanding anything to the contrary in this Article 12, the
Company may issue Securities that are convertible into Preferred Shares or
other securities of the Company, including Preferred Shares convertible into
Common Shares, in which case all terms and conditions relating to the
conversion of Securities into Preferred Shares or other securities, including
any terms similar to those provided in Sections 12.01 through 12.12, shall
be as provided in or pursuant to an appropriate resolution of the Board of
Directors or in any indenture supplemental hereto or as otherwise contemplated
by Section 2.03.


 


ARTICLE 13

MISCELLANEOUS PROVISIONS


 


SECTION 13.01.  Incorporators, Shareholders, Officers and
Directors of Company Exempt from Individual Liability.  No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture or in any Security shall be had against any incorporator as such or
against any past, present or future shareholder, employee, officer or director
of the Company or of any successor, either directly or through the Company or
any successor, under any rule of law, statute or constitutional provision
or by the enforcement of any assessment or by any legal or equitable proceeding
or otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders thereof and as part of the consideration
for the issue of the Securities.  This Section 13.01
shall apply unless otherwise specified as contemplated by Section 2.03 for
the Securities of any Series


 


SECTION 13.02.  Provisions of Indenture for the Sole
Benefit of Parties and Holders.  Nothing in this Indenture
or in the Securities, expressed or implied, shall give or be construed to give
to any Person, firm or corporation, other than the parties hereto, any Paying
Agent and their successors hereunder and the Holders of the Securities any
legal or equitable right, remedy or claim under this Indenture or under any
covenant or provision herein contained, all such covenants and provisions being
for the sole benefit of the parties hereto and their successors and of the
Holders of the Securities.


 


SECTION 13.03.  Successors and Assigns of Company Bound
by Indenture.  All the covenants, stipulations, promises
and agreements in this Indenture contained by or on behalf of the Company shall
bind its successors and assigns, whether so expressed or not.


 


SECTION 13.04.  Notices and Demands on Company, Trustee
and Holders.  Any notice or demand that by any provision
of this Indenture is required or permitted to be given or served 


 


51

















 


by the Trustee or by the Holders of
Securities to or on the Company may be given or served by being deposited
postage prepaid, first-class mail (except as otherwise specifically provided
herein) addressed (until another address of the Company is filed by the Company
with the Trustee) to Alliant Techsystems Inc., 5050 Lincoln Drive, Edina,
Minnesota 55436-1097, Attention: Corporate Secretary.  Any notice, direction, request or demand by
the Company or any Holder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made at the Corporate
Trust Office.


 


Where this Indenture provides for
notice to Holders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed by first-class
mail, postage prepaid to such Holders as their names and addresses appear in
the Security register within the time prescribed.  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.  In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders, and any notice which
is mailed in the manner herein provided shall be conclusively presumed to have
been duly given.


 


In case, by reason of the
suspension of or irregularities in regular mail service, it shall be
impracticable to mail notice to the Company and Holders when such notice is
required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be reasonably acceptable to the Trustee
shall be deemed to be a sufficient giving of such notice.


 


SECTION 13.05.  Officers’ Certificates and Opinions of
Counsel; Statements to Be Contained Therein.  Upon any
application or demand by the Company to the Trustee to take any action under
any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officers’ Certificate stating that all conditions precedent, 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 demand as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or demand, no additional certificate or
opinion need be furnished.


 


Each certificate or opinion
provided for in this Indenture and delivered to the Trustee with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:


 


(a)                                  a statement that the person making such certificate or
opinion has read such covenant or condition;


 


(b)                                 a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;


 


52

















 


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


 


(d)                                 a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.


 


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


 


Any certificate, statement or
opinion of an officer of the Company or of counsel may be based, insofar as it
relates to accounting matters, upon a certificate or opinion of or
representations by an accountant or firm of accountants in the employ of the
Company, unless such officer or counsel, as the case may be, knows that the
certificate or opinion or representations with respect to the accounting
matters upon which his certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous.


 


SECTION 13.06.  Payments Due on Saturdays, Sundays and
Holidays.  Unless otherwise specified in a Security, if
the date of maturity of interest on or principal of the Securities of any Series or
the date fixed for redemption, repurchase or repayment of any such Security
shall not be a Business Day, payment of interest or principal need not be made
on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such date.


 


SECTION 13.07.  Conflict of any Provision of Indenture
with Trust Indenture Act.  If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture which is required by the Trust Indenture
Act, such required provision shall control. 
If any provision of this Indenture modifies or excludes any provision of
the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.


 


SECTION 13.08.  New York Law to Govern.  This
Indenture and each Security will be governed by and construed in accordance
with the laws of the State of New York.


 


53

















 


SECTION 13.09.  Counterparts.  This
Indenture may be executed in any number of counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the
same instrument.


 


SECTION 13.10.  Effect of Headings; Gender.  The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.  The use of the masculine, feminine or neuter
gender herein shall not limit in any way the applicability of any term or
provision hereof.


 


SECTION 13.11  Waiver of
Jury Trial.


 


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


 


SECTION 13.12  Force
Majeure.


 


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


 


[the remainder of this page is
intentionally left blank]


 


54

















 


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


 


	
   

  	
  ALLIANT TECHSYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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