EX-4.1






Exhibit 4.1




KELLOGG COMPANY




AND




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

as Trustee




 






INDENTURE




Dated as of [        ], 20[     ]




 






 









 





CROSS REFERENCE SHEET *




     Provisions of Trust Indenture Act of 1939, as amended, and Indenture to be dated as of
[        ], 20[     ], between Kellogg Company and The Bank of New York Mellon Trust Company, N.A.,
as Trustee:



	 	 	 
	Section of the Act	 	Section of Indenture
	310(a)(1) and (2)

	 	 6.9
	310(a)(3) and (4)

	 	 Inapplicable
	310(b)

	 	 6.8 and 6.10(a), (b) and (d)
	310(c)

	 	 Inapplicable
	311(a)

	 	 6.13(a) and (c)(1) and (2)
	311(b)

	 	 6.13(b)
	311(c)

	 	 Inapplicable
	312(a)

	 	 4.1 and 4.2(a)
	312(b)

	 	 4.2(a) and (b)
	312(c)

	 	 4.2(c)
	313(a)

	 	 4.4(a)(i), (ii), (iii), (iv), (v), (vi) and (vii)
	313(b)(1)

	 	 Inapplicable
	313(b)(2)

	 	 4.4
	313(c)

	 	 4.4
	313(d)

	 	 4.4
	314(a)

	 	 4.3
	314(b)

	 	 Inapplicable
	314(c)(1) and (2)

	 	 11.5
	314(c)(3)

	 	 Inapplicable
	314(d)

	 	 Inapplicable
	314(e)

	 	 11.5
	314(f)

	 	 Inapplicable
	315(a), (c) and (d)

	 	 6.1
	315(b)

	 	 5.11
	315(e)

	 	 5.12
	316(a)(1)

	 	 5.9 and 5.10
	316(a)(2)

	 	 Not required
	316(a) (last sentence)

	 	 7.4
	316(b)

	 	 5.7
	316(c)

	 	 7.6
	317(a)

	 	 5.2
	317(b)

	 	 3.4(a) and (b)
	318(a)

	 	 11.7








 




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





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE ONE DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	Section 1.1 Certain Terms Defined
	 	 	1	 
	 
	 	 	 	 
	ARTICLE TWO SECURITIES
	 	 	7	 
	 
	 	 	 	 
	Section 2.1 Forms Generally
	 	 	7	 
	Section 2.2 Form of Trustee’s Certificate of Authentication
	 	 	7	 
	Section 2.3 Amount Unlimited; Issuable in Series
	 	 	8	 
	Section 2.4 Authentication and Delivery of Securities
	 	 	10	 
	Section 2.5 Execution of Securities
	 	 	12	 
	Section 2.6 Certificate of Authentication
	 	 	13	 
	Section 2.7 Denomination and Date of Securities; Payments of Interest
	 	 	13	 
	Section 2.8 Registration, Transfer and Exchange
	 	 	15	 
	Section 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities
	 	 	16	 
	Section 2.10 Cancellation of Securities
	 	 	17	 
	Section 2.11 Temporary Securities
	 	 	18	 
	Section 2.12 Currency and Manner of Payments in Respect of Securities
	 	 	18	 
	Section 2.13 Compliance with Certain Laws and Regulations
	 	 	22	 
	Section 2.14 CUSIP Numbers
	 	 	22	 
	Section 2.15 Securities in Global Form
	 	 	22	 
	 
	 	 	 	 
	ARTICLE THREE COVENANTS OF THE ISSUER
	 	 	23	 
	 
	 	 	 	 
	Section 3.1 Payment of Principal and Interest
	 	 	23	 
	Section 3.2 Offices for Payment, etc
	 	 	23	 
	Section 3.3 Appointment to Fill a Vacancy in Office of Trustee
	 	 	24	 
	Section 3.4 Paying Agents
	 	 	24	 
	Section 3.5 Written Statement to Trustee
	 	 	25	 
	Section 3.6 Limitation on Liens
	 	 	25	 
	Section 3.7 Limitation on Sale and Lease-Back
	 	 	27	 
	Section 3.8 Additional Amounts
	 	 	28	 
	Section 3.9 Calculation of Original Issue Discount
	 	 	29	 
	 
	 	 	 	 
	ARTICLE FOUR SECURITYHOLDERS’ LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE
	 	 	29	 
	 
	 	 	 	 
	Section 4.1 Company to Furnish Trustee Information as to Names and Addresses of
Securityholders
	 	 	29	 
	Section 4.2 Preservation and Disclosure of Securityholders’ Lists
	 	 	29	 
	Section 4.3 Reports by the Company
	 	 	30	 
	Section 4.4 Reports by the Trustee
	 	 	31	 
	Section 4.5
Statement  by Officers as to Default
	 	 	31	 






i









 






	 	 	 	 	 
	ARTICLE FIVE REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
	 	 	31	 
	 
	 	 	 	 
	Section 5.1 Event of Default Defined; Acceleration of Maturity; Waiver of Default
	 	 	31	 
	Section 5.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt
	 	 	33	 
	Section 5.3 Application of Proceeds
	 	 	35	 
	Section 5.4 Suits for Enforcement
	 	 	36	 
	Section 5.5 Restoration of Rights on Abandonment of Proceedings
	 	 	36	 
	Section 5.6 Limitations on Suits by Securityholders
	 	 	36	 
	Section 5.7 Unconditional Right of Securityholders to Institute Certain Suits
	 	 	37	 
	Section 5.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default
	 	 	37	 
	Section 5.9 Control by Securityholders
	 	 	38	 
	Section 5.10 Waiver of Past Defaults
	 	 	38	 
	Section 5.11 Trustee to Give Notice of Default, But May Withhold in Certain
Circumstances
	 	 	38	 
	Section 5.12 Right of Court to Require Filing of Undertaking to Pay Costs
	 	 	39	 
	 
	 	 	 	 
	ARTICLE SIX CONCERNING THE TRUSTEE
	 	 	39	 
	 
	 	 	 	 
	Section 6.1 Duties and Responsibilities of the Trustee; During Default; Prior to
Default
	 	 	39	 
	Section 6.2 Certain Rights of the Trustee
	 	 	40	 
	Section 6.3 Trustee Not Responsible for Recitals, Disposition of Securities or
Application of Proceeds Thereof
	 	 	42	 
	Section 6.4 Trustee and Agents May Hold Securities; Collections, etc
	 	 	42	 
	Section 6.5 Moneys Held by Trustee
	 	 	42	 
	Section 6.6 Compensation and Indemnification of Trustee and Its Prior Claim
	 	 	42	 
	Section 6.7 Right of Trustee to Rely on Officers’ Certificate, etc
	 	 	43	 
	Section 6.8 Disqualification of Trustee; Conflicting Interests
	 	 	43	 
	Section 6.9 Persons Eligible for Appointment as Trustee
	 	 	43	 
	Section 6.10 Resignation and Removal; Appointment of Successor Trustee
	 	 	43	 
	Section 6.11 Acceptance of Appointment by Successor Trustee
	 	 	45	 
	Section 6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee
	 	 	46	 
	Section 6.13 Preferential Collection of Claims Against the Company
	 	 	46	 
	 
	 	 	 	 
	ARTICLE SEVEN CONCERNING THE SECURITYHOLDERS
	 	 	46	 
	 
	 	 	 	 
	Section 7.1 Evidence of Action Taken by Securityholders
	 	 	46	 
	Section 7.2 Proof of Execution of Instruments
	 	 	47	 
	Section 7.3 Holders to Be Treated as Owners
	 	 	47	 
	Section 7.4 Securities Owned by Company Deemed Not Outstanding
	 	 	47	 
	Section 7.5 Right of Revocation of Action Taken
	 	 	48	 
	Section 7.6 Record Date for Determination of Holders Entitled to Vote
	 	 	48	 






ii









 






	 	 	 	 	 
	ARTICLE EIGHT SUPPLEMENTAL INDENTURES
	 	 	49	 
	 
	 	 	 	 
	Section 8.1 Supplemental Indentures Without Consent of Securityholders
	 	 	49	 
	Section 8.2 Supplemental Indentures With Consent of Securityholders
	 	 	50	 
	Section 8.3 Effect of Supplemental Indenture
	 	 	51	 
	Section 8.4 Documents to Be Given to Trustee
	 	 	51	 
	Section 8.5 Notation on Securities in Respect of Supplemental Indentures
	 	 	51	 
	 
	 	 	 	 
	ARTICLE NINE CONSOLIDATION, MERGER, SALE OR CONVEYANCE
	 	 	52	 
	 
	 	 	 	 
	Section 9.1 Company May Consolidate, etc., on Certain Terms
	 	 	52	 
	Section 9.2 Securities to be Secured in Certain Events
	 	 	52	 
	Section 9.3 Successor Corporation Substituted
	 	 	52	 
	Section 9.4 Opinion of Counsel to Trustee
	 	 	53	 
	 
	 	 	 	 
	ARTICLE TEN SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS
	 	 	53	 
	 
	 	 	 	 
	Section 10.1 Satisfaction and Discharge of Indenture
	 	 	53	 
	Section 10.2 Application by Trustee of Funds Deposited for Payment of Securities
	 	 	55	 
	Section 10.3 Repayment of Moneys Held by Paying Agent
	 	 	55	 
	Section 10.4 Return of Unclaimed Moneys Held by Trustee and Paying Agent
	 	 	55	 
	Section 10.5 Reinstatement of Company’s Obligations
	 	 	56	 
	 
	 	 	 	 
	ARTICLE ELEVEN MISCELLANEOUS PROVISIONS
	 	 	56	 
	 
	 	 	 	 
	Section 11.1 Incorporators, Stockholders, Officers and Directors of Company Exempt
from Individual Liability
	 	 	56	 
	Section 11.2 Provisions of Indenture for the Sole Benefit of Parties and
Securityholders
	 	 	56	 
	Section 11.3 Successors and Assigns of Company Bound by Indenture
	 	 	57	 
	Section 11.4 Notices and Demands on Company, Trustee and Securityholders
	 	 	57	 
	Section 11.5 Officers’ Certificates and Opinions of Counsel; Statements to Be
Contained Therein
	 	 	57	 
	Section 11.6 Payments Due on Saturdays, Sundays and Holidays
	 	 	58	 
	Section 11.7 Conflict of Any Provision of Indenture with Trust Indenture Act of 1939
	 	 	58	 
	Section 11.8 New York Law to Govern
	 	 	59	 
	Section 11.9 Counterparts
	 	 	59	 
	Section 11.10 Effect of Headings
	 	 	59	 
	Section 11.11 Determination of Principal Amount
	 	 	59	 
	Section 11.12 Waiver of Jury Trial
	 	 	59	 
	Section 11.13 Force Majeure
	 	 	59	 
	 
	 	 	 	 
	ARTICLE TWELVE REDEMPTION OF SECURITIES AND SINKING FUNDS
	 	 	59	 
	 
	 	 	 	 
	Section 12.1 Applicability of Article
	 	 	59	 
	Section 12.2 Notice of Redemption; Partial Redemptions
	 	 	59	 
	Section 12.3 Payment of Securities Called for Redemption
	 	 	60	 






iii









 






	 	 	 	 	 
	Section 12.4 Exclusion of Certain Securities from Eligibility for Selection for
Redemption
	 	 	61	 
	Section 12.5 Mandatory and Optional Sinking Funds
	 	 	62	 
	Section 12.6 Repayment at the Option of the Holders
	 	 	64	 
	 
	 	 	 	 
	ARTICLE THIRTEEN HOLDERS’ MEETINGS
	 	 	64	 
	 
	 	 	 	 
	Section 13.1 Purposes of Meetings
	 	 	64	 
	Section 13.2 Call of Meetings by Trustee
	 	 	65	 
	Section 13.3 Call of Meetings by Company or Holders
	 	 	65	 
	Section 13.4 Qualifications for Voting
	 	 	65	 
	Section 13.5 Regulations
	 	 	65	 
	Section 13.6 Voting
	 	 	66	 
	Section 13.7 No Delay of Rights by Meeting
	 	 	66	 






TESTIMONIUM

SIGNATURES

ACKNOWLEDGMENTS




iv









 





     THIS INDENTURE, dated as of [        ], 20[     ], between KELLOGG COMPANY, a Delaware corporation
(the “Company”), and THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,  a national banking association, as Trustee (the “Trustee”),



W I T N E S S E T H:




     WHEREAS, the Company has duly authorized the issue from time to time of its unsecured
debentures, notes or other evidences of indebtedness to be issued in one or more Series (the
“Securities”) up to such principal amount or amounts as may from time to time be authorized in
accordance with the terms of this Indenture and to provide, among other things, for the
authentication, delivery and administration thereof, the Company has duly authorized the execution
and delivery of this Indenture; and



     WHEREAS,
all things necessary to make this Indenture a valid and legally
binding  indenture and agreement according
to its terms have been done;



     NOW, THEREFORE:



     In consideration of the premises and the purchases of the Securities by the holders thereof,
the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of
the respective holders from time to time of the Securities as follows:



ARTICLE ONE

DEFINITIONS




     Section 1.1 Certain Terms Defined. 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.
All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the
definitions of which in the Securities Act of 1933 are referred to in the Trust Indenture Act of
1939, including terms defined therein by reference to the Securities Act of 1933 (except as herein
otherwise expressly provided or unless the context otherwise clearly requires), shall have the
meanings assigned to such terms in said Trust Indenture Act and in said 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 generally accepted accounting
principles, and the term “generally accepted accounting principles” means such accounting
principles as are generally accepted at the time of any computation. 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 have the meanings assigned to them in this Article
and include the plural as well as the singular.



     “Additional Amounts” has the meaning specified in Section 3.8.



     “Attributable Debt” has the meaning specified in Section 3.7.



 









 





     “Board of Directors” means either the Board of Directors of the Company or any committee of
such Board duly authorized to act hereunder.



     “Business Day” means, except as may otherwise be provided in the form of Securities of any
particular Series, with respect to any Place of Payment, any day, other than a Saturday or Sunday,
that is not a legal holiday, or a day on which banking institutions are authorized or required by
law or regulation to close in Chicago, Illinois or that Place of Payment, or, with respect to
Securities denominated in a Foreign Currency, the capital city of the country of such Foreign
Currency, or, with respect to Securities denominated in the Euro, Brussels, Belgium.



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, 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.



     “Company” means (except as otherwise provided in Article Six) Kellogg Company, a Delaware
corporation, and, subject to Article Nine, its successors and assigns.



     “Company Notice” means the confirmation of the Company signed by an officer, transmitted by
facsimile and confirmed in writing to the Trustee of the terms of the issuance of any Securities
issuable in Tranches.



     “Component Currency” has the meaning specified in Section 2.12.



     “Consolidated Total Assets” means, as of any particular time, the total amount of assets (less
applicable reserves) as shown in the latest quarterly consolidated balance sheet of the Company
contained in the Company’s then most recent annual report to stockholders or quarterly report filed
with the Commission, as the case may be, except that assets shall include an amount equal to the
Attributable Debt in respect of any Sale and Lease-Back Transaction not capitalized on such balance
sheet.



     “Conversion Date” has the meaning specified in Section 2.12.



     “Conversion Event” means the cessation of use of (i) a Foreign Currency both by the government
of the country that issued such Currency and for the settlement of transactions by a central bank
or other public institutions of or within the international banking community, (ii) the Euro both
within the European Monetary System and for the settlement of transactions by public institutions
of or within the European Communities, or (iii) any currency unit (or composite currency) other
than the Euro for the purposes for which it was established.



     “Corporate
Trust Office” means any  office of the Trustee at which at any
time its  corporate trust business
 shall, at any particular time, be  administered, which office is, at the
date as of which this Indenture is dated, located at 2 North LaSalle Street, Chicago, Illinois
60602, Attention: Corporate Trust Administration, or such other
address as the Trustee may designate from time to time by notice to
the Holders and the Company, or the office of any successor Trustee
(or such other address as such successor Trustee may designate from time to
time by notice to the Holders and the Company).



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



2









 





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



     “Currency” means any currency or currencies, composite currency, currency unit or currency
units including, without limitation, the Euro, issued by the government of one or more countries or
by any reorganized confederation or association of such governments.



     “Currency Determination Agent” means the New York Clearing House Bank, if any, from time to
time selected by the Company for purposes of Section 2.12.



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



     “Dollar Equivalent of the Currency Unit” has the meaning specified in Section 2.12.



     “Dollar Equivalent of the Foreign Currency” has the meaning specified in Section 2.12.



     “Euro” means the single currency of the participating member states of the European Union as
defined under EC Regulation 1103/97 adopted under Article 235 of the Treaty on European Union and
under EC Regulation 974/98 adopted under Article 1091(4) of the Treaty on European Union or any
successor European legislation from time to time.



     “European Communities” means the European Union, the European Coal and Steel Community and the
European Atomic Energy Community.



     “European Monetary System” means the European Monetary System established by Resolution of
December 5, 1978 of the Council of the European Communities.



     “Event of Default” means any event or condition specified as such in Section 5.1.



     “Exchange Rate Officer’s Certificate” means a certificate setting forth (i) the applicable
Market Exchange Rate or the applicable quotation and (ii) the Dollar or Foreign Currency amounts
payable on the basis of such Market Exchange Rate or quotation in respect of the principal of and
interest on the applicable series of Registered Securities, signed by the treasurer or any
assistant treasurer of the Company, and delivered to the Trustee.



     “Foreign Currency” means any Currency, including, without limitation, the Euro, issued by the
government of one or more countries other than the United States of America or by any recognized
confederation or association of such governments.



     “Government Obligations” means securities which are (i) direct obligations of the government
which issued the currency in which the Securities of a particular Series are denominated or (ii)
obligations of a Person controlled or supervised by, or acting as an agency or instrumentality of,
the government which issued the currency in which the Securities of such Series are denominated,
the payment of which obligations is unconditionally guaranteed by such government, and which, in
either case, are full faith and credit obligations of such government, are denominated in the
currency in which the Securities of such Series are denominated and which are not callable or
redeemable at the option of the issuer thereof.



3









 





     “Holder”, “Holder of Securities”, “Securityholder” or other similar terms mean the bearer of
an Unregistered Security or a Registered Holder of a Registered Security and, when used with
respect to any Coupon, means the bearer thereof.



     “Indenture” means this instrument as originally executed and delivered or, if 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 hereunder.



     “interest,” when used with respect to non-interest bearing Securities, means interest payable
at maturity and, when used with respect to a Security which provides for the payment of Additional
Amounts pursuant to Section 3.8 or otherwise, includes such Additional Amounts.



     “Market Exchange Rate” has the meaning specified in Section 2.12.



     “non-United States Person” means a Person other than a United States Person.



     “Officers’ Certificate” means a certificate signed by the chairman of the Board of Directors
or the president or any vice president and by the treasurer or 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 11.5.



     “Opinion of Counsel” means an opinion in writing signed by legal counsel who may be an
employee of or counsel to the Company. Each such
opinion shall include the statements provided for in Section 11.5, if and to the extent required
hereby.



     “Original Issue Date” of any Security (or portion thereof) means the earlier of (a) the date
of such Security or (b) the date of any Security (or portion thereof) for which such Security was
issued (directly or indirectly) on registration of transfer, exchange or substitution.



     “Original Issue Discount Security” means any Security which provides for an amount less than
the stated principal amount thereof to be due and payable upon declaration of acceleration of the
maturity thereof pursuant to Section 5.1.



     “Outstanding” when used with reference to Securities, shall, subject to the provisions of
Section 7.4, mean, as of any particular time, all Securities authenticated and delivered by the
Trustee under this Indenture, except



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



     (b) Securities, or portions thereof, for the payment or redemption of which moneys in the
necessary amount and in the specified currency or currency unit 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



4









 







as herein provided, or provision satisfactory to the Trustee shall have been made for giving
such notice; and



     (c) Securities in substitution for which other Securities shall have been authenticated and
delivered, or which shall have been paid, pursuant to the terms of Section 2.9 (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).



     “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 on behalf of the Company.



     “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 3.2.



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



     “Principal Property” means any manufacturing plant or facility which is located within the
continental United States of America and is owned by the Company or any Restricted Subsidiary,
except any such plant or facility which the Board of Directors by resolution declares is not of
material importance to the total business conducted by the Company and its Restricted Subsidiaries
as an entirety and which, when taken together with all other plants and facilities as to which such
a declaration has been made, are so declared by the Board of Directors to be not of material
importance to the total business conducted by the Company and its Restricted Subsidiaries as an
entirety.



     “Registered Holder” when used with respect to a Registered Security means the person in whose
name such Security is registered in the Security register.



     “Registered Security” means any Security registered in the Security register.



     “Responsible Officer” when used with respect to the Trustee shall mean any officer within the
corporate trust department  of the Trustee including any vice president,
assistant vice president,  or any other officer or assistant officer of the
Trustee customarily performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is referred 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 the Indenture.



     “Restricted Subsidiary” means any Subsidiary (i) substantially all the property of which is
located within the continental United States of America, (ii) which owns a Principal Property, and
(iii) in which the Company’s investment, direct or indirect and whether in the form of equity,



5









 







debt or advances, as shown on the consolidating balance sheet used in the preparation of the
latest quarterly consolidated financial statements of the Company preceding the date of
determination, is in excess of 1% of the total consolidated assets of the Company as shown on such
quarterly consolidated financial statements; provided, however, that the term
“Restricted Subsidiary” shall not include any Subsidiary which is principally engaged in leasing or
in financing installment receivables or which is principally engaged in financing the Company’s
operations outside the continental United States of America.



     “Sale and Lease-Back Transaction” has the meaning specified in Section 3.7.



     “Security” or “Securities” has the meaning stated in the first recital of this Indenture, or,
as the case may be, Securities that have been authenticated and delivered under this Indenture.



     “Series” or “Series of Securities” means a series of Securities. Except in Sections 1.1 -
“Outstanding,” 2.3 and 7.4 and Articles Five, Six and Eleven, the terms “Series” or “Series of
Securities” shall also mean a Tranche in the event that the applicable Series may be issued in
separate Tranches.



     “Specified Amount” has the meaning specified in Section 2.12.



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



     “Tranche” means all Securities of the same Series which have the same issue date, maturity
date, interest rate or method of determining interest, and, in the case of Original Issue Discount
Securities, which have the same issue price.



     “Trustee” means the Person identified as “Trustee” in the first paragraph hereof and, subject
to the provisions of Article Six, any successor trustee.



     “Trust Indenture Act of 1939” or “Trust Indenture Act” (except as otherwise provided in
Sections 8.1 and 8.2) means the Trust Indenture Act of 1939, as amended, as in force at the date as
of which this Indenture was originally executed.



     “United States of America” means the fifty states constituting the United States of America as
of the date of this Indenture.



     “United States Person” means, unless otherwise specified with respect to any Securities
pursuant to Section 2.3, an individual who is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the laws of the United
States or an estate or trust the income of which is subject to United States federal income
taxation regardless of its source. For purposes of this definition, the term United States means



6









 







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



     “Unregistered Security” means any Security not registered in the Security register as to
principal.



     “Unrestricted Subsidiary” means any Subsidiary other than a Restricted Subsidiary.



     “Valuation Date” has the meaning specified in Section 2.12.



     “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 TWO

SECURITIES




     Section 2.1 Forms Generally. The Securities of each Series and the Coupons, if any,
shall be substantially in such form (not inconsistent with this Indenture) 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 (the provisions of which shall be
appropriate to reflect the terms of each Series of Securities, including the currency or
denomination, which may be Dollars or any Foreign Currency) 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 pursuant thereto, 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 and Coupons, if any, as evidenced by their execution of
the Securities and Coupons, if any.



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



     Section 2.2 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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The Bank of New York Trust Company, N.A.,

as Trustee




By

Authorized Signatory

Dated: ________




[or




,

as Authentication Agent




By

Authorized Officer]




     Section 2.3 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,




     (1) the title of the Securities of the Series (which title shall distinguish the
Securities of the Series from all other Securities issued by the Company);




     (2) 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 Sections 2.8, 2.9, 2.11 or 12.3);




     (3) if other than 100% of their principal amount, the percentage of their principal
amount at which the Securities of the Series will be offered;




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




     (5) the rate or rates, which may be fixed or variable, at which the Securities of the
Series shall bear interest, if any, the date or dates from which such interest shall
accrue, the interest payment dates on which such interest shall be payable and, in the
case



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of Registered Securities, the record dates for the determination of Holders to whom
interest is payable;




     (6) the place or places where the principal and interest on Securities of the Series
shall be payable (if other than as provided in Section 3.2);




     (7) 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, pursuant to any sinking fund or otherwise;




     (8) if other than the principal amount thereof, the portion of the principal amount of
Securities of the Series which shall be payable upon declaration of acceleration of the
maturity pursuant to Section 5.1 or provable in bankruptcy pursuant to Section 5.2;




     (9) the obligation, if any, of the Company to redeem, purchase or repay Securities of
the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder
thereof and the price or prices in the currency or currency unit in which the Securities of
such Series are payable, 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, pursuant to such obligation;




     (10) the issuance as Registered Securities or Unregistered Securities or both, and the
rights of the Holders to exchange Unregistered Securities for Registered Securities of the
Series or to exchange Registered Securities of the Series for Unregistered Securities of the
Series and the circumstances under which any such exchanges, if permitted, may be made;




     (11) if other than denominations of $1,000 and any integral multiple thereof, the
denominations, which may be in Dollars or any Foreign Currency, in which Securities of the
Series shall be issuable;




     (12) the form of the Securities (or forms thereof if Unregistered and Registered
Securities shall be issuable in such Series), including such legends as required by law or
as the Company deems necessary or appropriate, the form of any coupons or temporary global
security which may be issued and the forms of any certificates which may be required
hereunder or which the Company may require in connection with the offering, sale, delivery
or exchange of Unregistered Securities;




     (13) the Currency or Currencies in which payments of interest or principal and other
amounts are payable with respect to the Securities of the Series are to be denominated,
payable, redeemable or repurchasable, as the case may be;




     (14) whether Securities of the Series are issuable in Tranches;




     (15) whether, and under what circumstances, the Securities of any Series shall be
convertible into Securities of any other Series;



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     (16) if other than the Trustee, any trustees, authenticating or paying agents, transfer
agents or registrars or any other agents with respect to the Securities of such Series;




     (17) if the Securities of such Series do not bear interest, the applicable dates for
purposes of Section 4.1 hereof;




     (18) any deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to Securities of the Series, whether or not such
Events of Default or covenants are consistent with the Events of Default or covenants set
forth herein;




     (19) whether, under what circumstances and the Currency in which, the Company will pay
Additional Amounts as contemplated by Section 3.8 on the Securities of the Series to any
Holder who is a non-United States Person (including any modification to the definition of
such term) in respect of any tax, assessment or governmental charge and, if so, whether the
Company will have the option to redeem such Securities rather than pay such Additional
Amounts (and the terms of any such option); and




     (20) any other terms or conditions upon which the Securities of the Series are to be
issued (which terms shall not be inconsistent with the provisions of this Indenture).



     All Securities of any one Series shall be substantially identical except as to denomination,
except as provided in the immediately succeeding paragraph, and except as may otherwise 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, without the consent of the Holders, for issuances of additional
Securities of such Series or to establish additional terms of such Series of Securities (which
additional terms shall only be applicable to unissued or additional Securities of such Series).



     Each Series may be issued in one or more Tranches. Except as provided in the foregoing
paragraph, all Securities of a Tranche shall have the same issue date, maturity date, interest rate
or method of determining interest, and, in the case of Original Issue Discount Securities, the same
issue price.



     Section 2.4 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 having attached thereto appropriate Coupons, if any, executed by the Company to the Trustee
for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or
upon the written order of the Company, signed by both (a) the chairman of its Board of Directors,
or any vice chairman of its Board of Directors, or its president or any vice president and (b) by
its treasurer or any assistant treasurer, secretary or any assistant secretary without any further
action by the Company. In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such
Securities, the Trustee shall be provided with  and (subject to Section 6.1) shall be
fully protected in relying upon:



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     (1) a certified copy of any resolution or resolutions of the Board of Directors
authorizing the action taken pursuant to the resolution or resolutions delivered under
clause (2) below;




     (2) 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;




     (3) an executed supplemental indenture, if any;




     (4) an Officers’ Certificate setting forth the form and terms of the Securities of such
Series as required pursuant to Section 2.1 and 2.3, respectively, and prepared in accordance
with Section 11.5;




     (5) an Opinion of Counsel, prepared in accordance with Section 11.5, which shall state:




          (a) that the form or forms and terms of such Securities and Coupons, if any have been
established by or pursuant to a resolution of the Board of Directors or by a supplemental
indenture as permitted by Sections 2.1 and Section 2.3 in conformity with the provisions of
this Indenture;




          (b) that such Securities and Coupons, if any have been duly authorized, and, when
authenticated and delivered by the Trustee and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will constitute valid and
binding obligations of the Company enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the
enforcement of creditors’ rights and by general equitable principles, regardless of whether
such enforceability is considered in a proceeding in equity or at law;




          (c) that all laws and requirements in respect of the execution and delivery by the
Company of the Securities and Coupons, if any, and the related supplemental indenture, if
any, have been complied with;




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




          (e) no consent, approval, authorization or order of any court or governmental agency or
body in the United States is required for the issuance of the Securities of such Series,
except such as have been obtained and such as may be required
under the blue sky laws of any jurisdiction in the United States in connection with the
purchase and distribution of the Securities of such Series;



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          (f) neither the issue nor sale of the Securities of such Series will contravene the
charter or by-laws of the Company or will conflict with, result in a breach of or constitute
a default under the terms of any indenture or other agreement or instrument known to such
counsel and to which the Company or any of its Subsidiaries is a party or is bound, or any
order or regulation known to such counsel to be applicable to the Company or any of its
Subsidiaries of any court, regulatory body, administrative agency or governmental body
having jurisdiction over the Company or any of its Subsidiaries; and




          (g) the authentication and delivery of the Securities of such series by the Trustee in
accordance with the directions of the Company so to do, and the Company’s execution and
delivery of the Securities of such series, will not violate the terms of this Indenture;


provided, however, that in the case of any Series issuable in Tranches, if the
Trustee has previously received the documents referred to in Section 2.4(1)-(5) with respect to
such Series, the Trustee shall authenticate and deliver Securities of such Series executed and
delivered by the Company for original issuance upon receipt by the Trustee of the applicable
Company Notice.




     The Trustee shall have the right to decline to authenticate and deliver any Securities and
Coupons, if any, under this Section if the Trustee, being advised by counsel, determines that such
action may not lawfully be taken by the Company or 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.



     Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 2.10, together with a written statement (which
need not comply with Section 11.5 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits of this Indenture.



     Section 2.5 Execution of Securities. The Securities shall be signed on behalf of the
Company by both its (a) chairman or its president or any vice president and (b) its treasurer or
any assistant treasurer or its secretary or any assistant secretary, which may, but need not, be
attested. Such signatures may be the manual or facsimile signatures of the present or any future
such officers. 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. Any Coupons attached to
any Unregistered Security shall be executed on behalf of the Company by the manual or
facsimile signature of any such officer of the Company.



     In case any officer of the Company who shall have signed any of the Securities or Coupons
shall cease to be such officer before the Security or Coupon so signed shall be



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authenticated (in
the case of the Securities) and delivered by the Trustee or disposed of by the Company, such
Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the
person who signed such Security or Coupon had not ceased to be such officer of the Company; and any
Security or Coupon may be signed on behalf of the Company by such persons as, at the actual date of
the execution of such Security or Coupon, shall be the proper officers of the Company, although at
the date of the execution and delivery of this Indenture any such person was not such an officer.



     Section 2.6 Certificate of Authentication. Only such Securities as shall bear thereon
a certificate of authentication substantially in the form hereinbefore recited, 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.



     The Trustee shall not authenticate or deliver any Unregistered Security until any matured
Coupons appertaining thereto have been detached and canceled, except as otherwise provided or
permitted by this Indenture.



     Section 2.7 Denomination and Date of Securities; Payments of Interest. The Securities
shall be issuable in denominations as shall be specified as contemplated by Section 2.3. In the
absence of any such specification with respect to the Securities of any Series, the Securities of
such Series shall be issuable in denominations of $1,000 and any multiple thereof, which may be in
Dollars or any Foreign Currency, 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 the execution and authentication
thereof.



     Each Security shall be dated the date of its authentication, shall bear interest from the date
and shall be payable on the dates, in each case, which shall be specified as contemplated by
Section 2.3.



     Interest on any Security which is payable, and is punctually paid or duly provided for, on any
interest payment date shall be paid, in the case of Registered Securities, 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 and, in the case of Unregistered
Securities, upon surrender of the Coupon appertaining thereto in respect of the interest due on
such interest payment date.



     The term “record date” as used with respect to any interest payment date (except for a date
for payment of defaulted interest) shall mean the date specified as such in the terms of the
Securities of any particular Series, or, if no such date is so specified, if such interest payment
date is the first day of a calendar month, the close of business on the fifteenth day of the next
preceding calendar month or, if such interest payment date is the fifteenth day of a calendar




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month, the close of business on the first day of such calendar  month, whether or not such record
date is a Business Day.



     Any interest on any Security of any Series which is payable, but is not punctually paid or
duly provided for, on any interest payment date (called “defaulted interest” for the purpose of
this Section) shall forthwith cease to be payable to the Registered Holder on the relevant record
date by virtue of his having been such Holder; and such defaulted interest may be paid by the
Company, at its election in each case, as provided in clause (1) or clause (2) below:




     (1) The Company may elect to make payment of any defaulted interest to the persons in
whose names any such Registered Securities (or their respective predecessor Securities) are
registered at the close of business on a special record date for the payment of such
defaulted interest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of defaulted interest proposed to be paid on each
Security of such Series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such defaulted interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the persons entitled to such
defaulted interest as in this clause provided. Thereupon the Trustee shall fix a special
record date for the payment of such defaulted interest in respect of Registered Securities
of such Series which shall be not more than 15 nor less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment. The Trustee shall promptly notify the Company of such
special record date and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such defaulted interest and the special record date 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 10 days prior to such special record date. Notice
of the proposed payment of such defaulted interest and the special record date therefor
having been mailed as aforesaid, such defaulted interest in respect of Registered Securities
of such Series shall be paid to the person 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 (2).




     (2) The Company may make payment of any defaulted interest on the Registered 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 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.



     Any defaulted interest payable in respect of any Security of any Series which is not a
Registered Security shall be payable pursuant to such procedures as may be satisfactory to the
Trustee in such manner that there is no discrimination as between the Holders of Registered
Securities and other Securities of the same Series, and notice of the payment date therefor shall



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be given by the Trustee, in the name and at the expense of the Company, by publication at least
once in a newspaper of general circulation in New York, New York and London, England.



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



     Section 2.8 Registration, Transfer and Exchange. The Company will keep at the office
or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 a register or
registers in which, subject to such reasonable regulations as it may prescribe, it will register,
and will register the transfer of, Registered Securities as in this Article Two provided. Such
register shall be in written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times such register or
registers shall be open for inspection by the Trustee.



     Upon due presentation for registration of transfer of any Registered Security of any Series at
any such office or agency to be maintained for the purpose as provided in Section 3.2, the Company
shall execute and the Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Registered Security or Registered Securities of the same Series in authorized
denominations for a like aggregate principal amount.



     At the option of the Holder thereof, Unregistered Securities of a Series, which by their terms
are registerable as to principal and interest, may, to the extent and under the circumstances
specified pursuant to Section 2.3, be exchanged for Registered Securities of such Series, as may be
issued by the terms thereof. At the option of the Holder thereof, Registered Securities of a
Series, which by their terms provide for the issuance of Unregistered Securities, may, to the
extent and under the circumstances specified pursuant to Section 2.3, be exchanged for Unregistered
Securities of such Series. Securities so issued in exchange for other Securities shall be of any
authorized denomination and of like principal amount and maturity date, interest rate or method of
determining interest, and shall be issued upon surrender of the Securities for which they are to be
exchanged and, in the case of Coupon Securities, together with all unmatured Coupons and matured
Coupons in default appertaining thereto, at the office of the Company provided for in Section 3.2
and upon payment, if the Company shall require, of charges provided therein. Unregistered
Securities of any Series issued in exchange for Registered Securities of such Series between the
regular record date for such Registered Security and the next interest payment date will be issued
without the Coupon relating to such interest payment date, and Unregistered Securities surrendered
in exchange for Registered Securities between such dates shall be surrendered without the Coupon
relating to such interest payment date. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the
Holder making the exchange is entitled to receive. Notwithstanding the foregoing, an Unregistered
Security will not be delivered in
exchange for a Registered Security or Securities unless the Trustee receives a certificate
signed by the person entitled to delivery of such Security or other items or documents fulfilling
such conditions as shall be required by regulations of the United States Department of the
Treasury, or shall be notified by the Company that such a certificate shall not be required by such
regulations; provided, however, that no such Unregistered Security shall be
delivered by the Trustee if the



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Trustee or such agent shall have, or shall have been notified in
writing by the Company that the Company has, actual knowledge that such certificate is false.



     Upon presentation for registration of any Unregistered Securities of any Series which by its
terms is registerable as to principal, at the office or agency of the Company to be maintained as
provided in Section 3.2, such Security shall be registered as to principal in the name of the
Holder thereof and such registration shall be noted on such Security. Any Security so registered
shall be transferable on the registry books of the Company upon presentation of such Security at
such office or agency for similar notation thereon, but such Security may be discharged from
registration by being in a like manner transferred to bearer, whereupon transferability by delivery
shall be restored. Except as otherwise provided pursuant to Section 2.3 hereof, Unregistered
Securities shall continue to be subject to successive registrations and discharges from
registration at the option of the Holders thereof.



     Unregistered Securities shall be transferable by delivery, except while registered as to
principal. Registration of any Coupon Security shall not effect the transferability by delivery of
the Coupons appertaining thereto which shall continue to be payable to bearer and transferable by
delivery.



     All Securities and Coupons issued upon any 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 and Coupons surrendered upon such transfer or exchange.



     Every Security presented or surrendered for registration of transfer or exchange shall (if so
required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder
thereof or his attorney 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 a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Securities, other than
exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer.



     The Company shall not be required (i) to issue, register the transfer of or exchange any
Security during a period beginning at the opening of business 15 days before the day of mailing of
a notice of redemption of Securities for redemption under Article Twelve 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.



     Section 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any
temporary or definitive Security or Coupon shall become mutilated, defaced or be destroyed, lost or
stolen, the Company in its discretion may execute, and upon the written
request of any officer of the Company, the Trustee shall authenticate and deliver, a new
Security of the same Series or Coupon, bearing a number not contemporaneously outstanding, in
exchange and substitution for the mutilated or defaced Security or Coupon, or in lieu of and
substitution for the Security or Coupon so destroyed, lost or stolen. In every case the applicant
for a substitute Security or Coupon shall furnish to the Company and to the Trustee and to any
agent of the Company or the



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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 or Coupon
and of the ownership thereof.



     Upon the issuance of any substitute Security or Coupon, the Company may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith. In case any Security or Coupon 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 may, instead of issuing a substitute Security or Coupon, pay or authorize the payment
of the same (without surrender thereof except in the case of a mutilated or defaced Security or
Coupon); provided, however, that interest represented by Coupons shall be payable
only upon presentation and surrender of such Coupons at an office or agency of the Company located
outside of the United States, unless otherwise provided pursuant to Section 2.3, if the applicant
for such payment shall furnish to the Company and to the Trustee and any agent of the Company or
the Trustee such security or indemnity as any of them may require to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company
and the Trustee and any agent of the Company or the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Security or Coupon and of the ownership thereof.



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



     Section 2.10 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 and all Coupons surrendered for payment or exchange, shall, if
surrendered to the Company or any agent of the Company or the Trustee, be delivered to the Trustee
for cancellation or, if
surrendered to the Trustee, shall be cancelled by it; and no Securities or Coupons shall be
issued in lieu thereof, except as expressly permitted by any of the provisions of this Indenture.
The Trustee shall dispose cancelled Securities in accordance with its customary procedures. If the
Company shall acquire any of the Securities and Coupons, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities and Coupons unless
and until the same are delivered to the Trustee for cancellation.



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     Section 2.11 Temporary Securities. Pending the preparation of definitive Securities
for any Series, the Company may execute and the Trustee shall authenticate and deliver temporary
Securities for such Series (printed, lithographed, typewritten or otherwise reproduced, in each
case in form satisfactory to the Trustee). Temporary Securities of any Series may be issued as
Registered Securities or Unregistered Securities with or without Coupons attached thereto, of 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 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 3.2, and the Trustee shall authenticate and deliver in exchange for
such temporary Securities of such Series a like aggregate principal amount of definitive Securities
of the same Series of authorized denominations and, in the case of Unregistered Securities, having
attached thereto any appropriate Coupons. Until so exchanged, the temporary Securities of any
Series shall be entitled to the same benefits under this Indenture as definitive Securities of such
Series.



     Section 2.12 Currency and Manner of Payments in Respect of Securities.



     (a) With respect to Registered Securities of any Series with respect to which the Holders of
such Securities have not made the election provided for in paragraph (b) below, the following
payment provisions shall apply:




     (1) Except as provided in subparagraph (a)(2) or in paragraph (e) below, payment of the
principal of any Registered Security will be made at the Place of Payment by delivery of a
check, or by wire or other electronic means, in the Currency in which the Security is denominated
 on the payment date against
surrender of such Registered Security, and any interest on any Registered Security will be
paid at the Place of Payment by mailing a check, or by wire or other electronic means, in the Currency in which the Securities were
issued to the Person entitled thereto at the address of such Person appearing on the
Security register.




     (2) Payment of the principal of and interest on such Security may also, subject to
applicable laws and regulations, be made at such other place or places as may be designated
by the Company by any appropriate method.



     (b) With respect to Registered Securities of any Series, the following payment provisions
shall apply, except as otherwise provided in paragraphs (e) and (f) below:




     (1) The Board of Directors may provide with respect to any Series of such Securities
that Holders shall have the option to receive payments of principal of and interest on such
Security in any of the Currencies which may be designated for such election in such Security
by delivering to the Trustee a written election, to be in form and substance satisfactory to
the Trustee, not later than the close of business on the record



18









 







date immediately preceding
the applicable payment date. Such election will remain in effect for such Holder until
changed by the Holder by written notice to the Trustee (but any such change must be made not
later than the close of business on the record date immediately preceding the next payment
date to be effective for the payment to be made on such payment date and no such change may
be made with respect to payments to be made on any Security with respect to which notice of
redemption has been given by the Company pursuant to Article Twelve). Any Holder of any
such Security who shall not have delivered any such election to the Trustee not later than
the close of business on the applicable record date will be paid the amount due on the
applicable payment date in the relevant Currency as provided in paragraph (a) of this
Section 2.12. Payment of principal shall be made on the payment date against surrender of
such Securities. Payment of principal and interest shall be made at the Place of Payment by
mailing a check, or by wire or other electronic means, in the applicable currency to the Person entitled thereto at the address of
such Person appearing on the Security register.




     (2) Payment of the principal of and interest on such Security may also, subject to
applicable laws and regulations, be made at such other place or places as may be designated
by the Company by any appropriate method.



     (c) Payment of the principal of any Unregistered Security and of interest on any Coupon
Security will be made at such place or places outside the United States as may be designated by the
Company by any appropriate method only in the Currency in which the Security is payable (except as
provided in paragraph (e) below) on the payment date against surrender of the Unregistered
Security, in the case of payment of principal, or the relevant Coupon, in the case of payment of
interest. Except as provided in paragraph (e) below, payment with respect to Unregistered
Securities and Coupons will be made by check,  or by wire or other
electronic means,  subject to any limitations on the methods of
effecting such payment as shall be specified in the terms of the Security established as provided
in Section 2.3 and as shall be required under applicable laws and regulations. Payment of the
principal of and interest on Unregistered Securities may also, subject to applicable laws and
regulations, be made at such other place or places as may be designated by the Company by any
appropriate method.



     (d) Not later than the fourth Business Day after the record date for each payment date, the
Trustee will deliver to the Company a written notice specifying, in the Currency in which each
Series of the Securities are denominated, the respective aggregate amounts of principal of and
interest on the Securities to be made on such payment date, specifying the amounts so payable
in respect of the Registered and the Unregistered Securities and in respect of the Registered
Securities as to which the Holders shall have elected to be paid in another Currency as provided in
paragraph (b) above. If the Board of Directors has provided for the election referred to in
paragraph (b) above and if at least one Holder has made such election, then not later than the
second Business Day preceding such record date the Company will deliver to the Trustee an Exchange
Rate Officer’s Certificate in respect of the Dollar or Foreign Currency payments to be made on such
payment date. The Dollar or Foreign Currency amount receivable by Holders of Registered Securities
who have elected payment in another Currency as provided in paragraph (b) above shall be determined
by the Company on the basis of the applicable Market Exchange Rate in effect on the second Business
Day (the “Valuation Date”) prior to such payment date and set forth in the applicable Exchange Rate
Officer’s Certificate.



19









 





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



     (f) If the Holder of a Registered Security elects payment in a specified Currency as provided
for by paragraph (b) and a Conversion Event occurs with respect to such elected Currency, such
Holder shall receive payment in the Currency in which payment would have been made in the absence
of such election; and if a Conversion Event occurs with respect to the Currency in which payment
would have been made in the absence of such election, such Holder shall receive payment in Dollars.



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



     (h) The “Dollar Equivalent of the Currency Unit” shall be determined by the Currency
Determination Agent as of each Valuation Date and shall be the sum obtained by adding together the
results obtained by converting the Specified Amount of each Component Currency into Dollars at the
Market Exchange Rate on the Valuation Date for such Component Currency.



     (i) For purposes of this Section 2.12 the following terms shall have the following meanings:



     A “Component Currency” shall mean any currency which, on the Conversion Date, was a component
currency of the relevant currency unit, including but not limited to the Euro.



     A “Specified Amount” of a Component Currency shall mean the number of units or fractions
thereof which such Component Currency represented in the relevant currency unit, including but not
limited to the Euro, on the Conversion Date. If after the Conversion Date the official unit of any
Component Currency is altered by way of combination or subdivision, the Specified Amount of such
Component Currency shall be divided or multiplied in the same proportion. If after the Conversion
Date two or more Component Currencies are consolidated into a single currency, the respective
Specified Amounts of such Component Currencies shall be replaced by an amount in such single
currency equal to the sum of the respective Specified Amounts of such consolidated Component
Currencies expressed in such single currency, and such amount shall thereafter be a Specified
Amount and such single currency shall thereafter be a Component Currency. If after the Conversion
Date any Component Currency shall be divided into two or more currencies, the Specified Amount of
such Component Currency shall be replaced by specified amounts of such two or more currencies, the
sum of which, at the Market



20









 







Exchange Rate of such two or more currencies on the date of such
replacement, shall be equal to the Specified Amount of such former Component Currency and such
amounts shall thereafter be Specified Amounts and such currencies shall thereafter be Component
Currencies. If, after the Conversion Date of the relevant currency unit, including, but not
limited to, the Euro, a Conversion Event (other than any event referred to above in this definition
of “Specified Amount”) occurs with respect to any Component Currency of such currency unit and is
continuing on the applicable Valuation Date, the Specified Amount of such Component Currency shall,
for purposes of calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars
at the Market Exchange Rate in effect on the Conversion Date of such Component Currency.



     “Market Exchange Rate” shall mean for any currency the noon Dollar buying rate for that
currency for cable transfers quoted in New York City on the Valuation Date as certified for customs
purposes by the Federal Reserve Bank of New York. If such rates are not available for any reason
with respect to one or more Currencies for which an exchange rate is required, the Currency
Determination Agent shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York as of the most recent available date, or
quotations from one or more major banks in New York City or in the country of issue of the currency
in question, or such other quotations as the Currency Determination Agent shall deem appropriate.
Unless otherwise specified by the Currency Determination Agent, if there is more than one market
for dealing in any currency by reason of foreign exchange regulations or otherwise, the market to
be used in respect of such currency shall be that upon which a nonresident issuer of securities
designated in such currency would purchase such currency in order to make payments in respect of
such securities.



     All decisions and determinations of the Currency Determination Agent regarding the Dollar
Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market Exchange
Rate and changes in Specified Amounts as specified above shall be in its sole discretion and shall,
in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the
Company, the Trustee for the relevant series of Securities and all Holders of such Securities.



     In the event that a Conversion Event has occurred with respect to a Foreign Currency, the
Company, after learning thereof, will immediately give notice thereof to the Trustee (and the
Trustee will promptly thereafter give notice in the manner provided in Section 11.4 to the
affected Holders) specifying the Conversion Date. In the event that a Conversion Event has
occurred with respect to the Euro or any other currency unit in which Securities are denominated or
payable, the Company, after learning thereof, will immediately give notice thereof to the Trustee
(and the Trustee will promptly thereafter give notice in the manner provided in Section 11.4 to the
affected Holders) specifying the Conversion Date and the Specified Amount of each Component
Currency on the Conversion Date. In the event of any subsequent change in any Component Currency
as set forth in the definition of Specified Amount above, the Company, after learning thereof, will
similarly give notice to the Trustee.



     The Trustee shall be fully justified and protected in relying on and acting upon the
information so received by it from the Company and the Currency Determination Agent and shall not
otherwise have any duty or obligation to determine or otherwise
confirm such information independently.



21









 





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



     Section 2.14 CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” or
“ISIN” numbers (if then generally in use), and, if so, the Trustee shall indicate the “CUSIP” or
“ISIN” numbers of the Securities in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained in any notice of
redemption and that reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or omission of such
numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” or “ISIN”
numbers.



     Section 2.15 Securities in Global Form. If Securities of or within a Series are
issuable in whole or in part in global form, any such Security may provide that it shall represent
the aggregate amount of Outstanding Securities from time to time endorsed thereon and may also
provide that the aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced or increased to reflect exchanges. Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders,
of Outstanding Securities represented thereby, shall be made in such manner and by such Person or
Persons as shall be specified therein or in the Company order to be delivered to the Trustee
pursuant to Section 2.4 or Section 2.11. Subject to the provisions of Section 2.4 and, if
applicable, Section 2.11, the Trustee shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons specified therein or in the
applicable Company order. Any instructions by the Company with respect to endorsement or deliver
or redelivery of
a Security in global form shall be in writing but need not comply with Section 11.5 and need
not be accompanied by an Opinion of Counsel.



     The provisions of the last paragraph of Section 2.4 shall apply to any Security in global form
if such Security was never issued and sold by the Company and the Company delivers to the Trustee
the Security in global form together with written instructions (which need not comply with Section
11.5 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby, together with the written statement
contemplated by the last paragraph of Section 2.4.



     Notwithstanding the provisions of Section 3.1, unless otherwise specified as contemplated by
Section 2.4, payment of principal of and interest on any Security in permanent global form shall be
made to the Person or Persons specified in such Security.



22









 





ARTICLE THREE

COVENANTS OF THE ISSUER




     Section 3.1 Payment of Principal and Interest. The Company covenants and agrees for
the benefit of each Series of Securities that it will duly and punctually pay or cause to be paid
(in the currency or currency unit in which the Securities of such Series and Coupons, if any, are
payable, except as otherwise provided pursuant to Section 2.3 for the Securities of such Series and
except as provided in Section 2.12(b), (e) and (f) hereof) the principal of, and interest on, each
of the Securities of such Series in accordance with the terms of the Securities of such Series, any
Coupons appertaining thereto and this Indenture.



     The interest on Unregistered Securities shall be payable only upon presentation and surrender
of the several Coupons for such interest installments as are evidenced thereby as they severally
mature at the office of a Paying Agent outside the United States. The interest on any temporary
Unregistered Security shall be paid, as to any installment of interest evidenced by a Coupon
attached thereto, if any, only upon presentation and surrender of such Coupon, and, as to the other
installments of interest, if any, only upon presentation of such Securities for notation thereon of
the payment of such interest.



     Section 3.2 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 (a)
where the Securities may be presented for payment, (b) where the Securities may be presented for
registration of transfer and for exchange as in this Indenture provided and (c) 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
trust office. Unless otherwise specified pursuant to Section 2.3, the Trustee is appointed Paying
Agent and Registrar.



     So long as any Coupon Securities or Unregistered Securities of any Series remain outstanding,
the Company will (except as specified pursuant to Section 2.3) maintain one or more offices or
agencies outside the United States in such city or cities as may be specified elsewhere in this
Indenture or as contemplated by Section 2.3, and shall maintain such office or offices for a period
of two years (or any period thereafter for which it is necessary in order to conform to United
States tax laws or regulations) after the principal on such Coupon Securities or Unregistered
Securities has become due and payable, with respect to such Series where Coupons appertaining to
Securities of such Series or Unregistered Securities of such Series may be surrendered or presented
for payment, or surrendered for exchange pursuant to Section 2.8 and where notices and demands to
or upon the Company in respect of Coupons appertaining to Securities of such Series or the
Unregistered Securities of such Series or of this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location and any change in the location, of any such
office or agency. If at any time the Company shall fail to maintain such required office or agency
or shall fail to furnish the Trustee with the address thereof, presentations, surrenders, notices
and demands in respect of Unregistered Securities may be made or served at the Corporate Trust
Office of the Trustee and the corporate trust office of



23









 







any authenticating agent appointed
hereunder, and presentations, surrenders, notices and demands in respect of Coupons appertaining to
Securities of any Series and Unregistered Securities may be made or served at the corporate trust
office of the Trustee in the other city or cities referred to above; and the Company hereby
appoints the Trustee and any authenticating agent appointed hereunder its agents to receive all
such presentations, surrenders, notices and demands.



     Section 3.3 Appointment to Fill a Vacancy in Office of Trustee. The Company, whenever
necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided
in Section 6.10, a Trustee, so that there shall at all times be a Trustee with respect to each
Series of Securities hereunder.



     Section 3.4 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,



     (a) that it will hold all sums received by it as such Agent for the payment of the principal
of or interest on the Securities of such Series or Coupons (whether such sums have been paid to it
by the Company or by any other obligor on the Securities of such Series or Coupons) in trust for
the benefit of the Holders of the Securities of such Series or Coupons or of the Trustee, 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,



     (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 or Coupons when the same shall be due and payable, and



     (c) that it will give the Trustee notice of any change of address of any Holder of which it is
aware.



     The
Company will, on (if prior to 10 am New York City time) or prior to each due date of the principal of or interest on the
Securities of such Series or Coupons, deposit with the Paying Agent a sum sufficient to pay such
principal or interest so becoming due, and (unless such Paying Agent is the Trustee) the Company
will promptly 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
or Coupons, it will, on or before each due date of the principal of or interest on the Securities
of such Series or Coupons, set aside, segregate and hold in trust for the benefit of the Holders of
the Securities of such Series or Holders of such Coupons a sum sufficient to pay such principal or
interest so becoming due. The Company will promptly notify the Trustee of any failure to take such
action.



     Anything in this Section to the contrary notwithstanding, the Company may at any time, for the
purpose of obtaining a satisfaction and discharge with respect to one or more or all Series of
Securities or Coupons hereunder, or for any other reason, pay or cause to be paid to the Trustee
all sums held in trust for any such Series by the Company or any Paying Agent



24









 







hereunder, as
required by this Section, such sums to be held by the Trustee upon the trusts herein contained.



     Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust
as provided in this Section is subject to the provisions of Sections 10.3 and 10.4.



     Section 3.5 Written Statement to Trustee. The Company will deliver to the Trustee for
each Series of Securities on or before a date not more than four months after the end of each of
its fiscal years ending after the date hereof during which any Securities are outstanding a written
statement, signed by two of its officers (which need not comply with Section 11.5), stating that in
the course of the performance of their duties as officers of the Company they would normally have
knowledge of any default by the Company in the performance or fulfillment of any covenant,
agreement or condition contained in this Indenture, stating whether or not they have knowledge of
any such default and, if so, specifying each such default of which the signers have knowledge and
the nature thereof.



     Section 3.6 Limitation on Liens. (a) The Company will not, nor will it permit any
Restricted Subsidiary to, issue, assume or guarantee any indebtedness for money borrowed
(hereinafter in this Article Three called “Debt”), secured by a mortgage, security interest,
pledge, lien or other encumbrance (mortgages, security interests, pledges, liens and other
encumbrances being hereinafter in this Article Three called “mortgage” or “mortgages”) upon any
Principal Property of the Company or any Restricted Subsidiary or upon any shares of stock or
indebtedness of any Restricted Subsidiary (whether such Principal Property, shares of stock or
indebtedness are now owned or hereafter acquired) without in any such case effectively providing
concurrently with the issuance, assumption or guaranty of any such Debt that the Securities
(together with, if the Company shall so determine, any other indebtedness of or guaranteed by the
Company or such Restricted
Subsidiary ranking equally with the Securities and then existing or thereafter created) shall
be secured equally and ratably with (or, at the option of the Company, prior to) such Debt so long
as such Debt shall be so secured; provided, however, that the foregoing
restrictions shall not apply to Debt secured by:




          (i) mortgages on property, shares of stock or indebtedness (hereinafter in this Article
Three called “property”) of any corporation existing at the time such corporation becomes a
Restricted Subsidiary;




          (ii) mortgages on property existing at the time of acquisition of the affected property
by the Company or a Restricted Subsidiary, or mortgages to secure the payment of all or any
part of the purchase price of such property upon the acquisition of such property by the
Company or a Restricted Subsidiary or to secure any Debt incurred by the Company or a
Restricted Subsidiary prior to, at the time of, or within 360 days after the later of the
acquisition, the completion of construction (including any improvements on an existing
property) or the commencement of commercial operation of such property, which Debt is
incurred for the purpose of financing all or any part of the purchase price thereof or
construction or improvements thereon; provided, however, that in the case of
any such acquisition, construction or improvement the mortgage shall not apply to any
property theretofore owned by the Company or a Restricted Subsidiary, other than, in the
case of any such construction or improvement, any real property on



25









 







which the property so
constructed, or the improvement, is located which in the opinion of the Board of Directors
was, prior to such construction or improvement, substantially unimproved for the use
intended by the Company or such Restricted Subsidiary;




          (iii) mortgages on property of a Restricted Subsidiary securing Debt owing to the
Company or to another Restricted Subsidiary;




          (iv) mortgages on property of a corporation existing at the time such corporation is
merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a
sale, lease or other disposition of the properties of a corporation or firm as an entirety
or substantially as an entirety to the Company or a Restricted Subsidiary provided,
however, that any such mortgages do not attach to or affect property theretofore
owned by the Company or such Restricted Subsidiary;




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




          (vi) mortgages existing at the date of this Indenture;




          (vii) landlords’ liens on fixtures located on premises leased by the Company or a
Restricted Subsidiary in the ordinary course of business;




          (viii) mortgages on property of the Company or a Restricted Subsidiary to secure
partial, progress, advance or other payments or any Debt incurred for the purpose of
financing all or any part of the purchase price or the cost of construction, development, or
substantial repair, alteration or improvement of the property subject to such mortgages if
the commitment for the financing is obtained not later than one year after the later of the
completion of or the placing into operation (exclusive of test and start-up periods) of such
constructed, developed, repaired, altered or improved property;




          (ix) mortgages arising in connection with contracts and subcontracts with or made at
the request of the United States of America, or any state thereof, or any department, agency
or instrumentality of the United States or any state thereof;




          (x) mechanics’, materialmen’s, carriers’ or other like liens arising in the ordinary
course of business (including construction of facilities) in respect of obligations which
are not due or which are being contested in good faith;




          (xi) any mortgage arising by reason of deposits with, or the giving of any form of
security to, any governmental agency or any body created or approved by law or governmental
regulations, which is required by law or governmental regulation as



26









 







a condition to the
transaction of any business, or the exercise of any privilege, franchise or license;




          (xii) mortgages for taxes, assessments or governmental charges or levies not yet
delinquent, or mortgages for taxes, assessments or governmental charges or levies already
delinquent but the validity of which is being contested in good faith;




          (xiii) mortgages (including judgment liens) arising in connection with legal
proceedings so long as such proceedings are being contested in good faith and, in the case
of judgment liens, execution thereon is stayed; or




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



     (b) Notwithstanding the foregoing provisions of this Section, the Company and any one or more
Restricted Subsidiaries may issue, assume or guarantee Debt secured by mortgages which would
otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all
other Debt of the Company and its Restricted Subsidiaries which (if originally issued, assumed or
guaranteed at such time) would otherwise be subject to the foregoing restrictions (not including
Debt permitted to be secured under clauses (i) through (xiv) above),
does not at the time exceed 10% of Consolidated Total Assets, as shown on the latest quarterly
consolidated financial statements of the Company preceding the date of determination.



     Section 3.7 Limitation on Sale and Lease-Back. The Company will not, nor will it
permit any Restricted Subsidiary to, enter into any arrangement with any person providing for the
leasing by the Company or any Restricted Subsidiary of any Principal Property of the Company or any
Restricted Subsidiary (whether such Principal Property is now owned or hereafter acquired) (except
for temporary leases for a term of not more than three years and except for leases between the
Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Principal Property
has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such
person (herein referred to as a “Sale and Lease-Back Transaction”), unless (a) the Company or such
Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.6, to issue,
assume or guarantee Debt secured by a mortgage upon such Principal Property at least equal in
amount to the Attributable Debt in respect of such arrangement without equally and ratably securing
the Securities, provided, however, that from and after the date on which such
arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed
for all purposes under Sections 3.6 and 3.7 to be Debt subject to the provisions of Section 3.6; or
(b) the Company shall apply an amount in cash equal to the Attributable Debt in respect of such
arrangement to the retirement (other than any mandatory retirement or by way of payment at
maturity), within 120 days of the effective date of any such arrangement, of Debt of the Company or
any Restricted Subsidiary (other than Debt owned by the Company or any Restricted Subsidiary and
other than Debt of the Company which



27









 







is subordinated to the Securities) which by its terms matures
at or is extendible or renewable at the option of the obligor to a date more than twelve months
after the date of the creation of such Debt.



     The term “Attributable Debt” shall mean the present value (discounted at the actual percentage
rate inherent in such arrangement as determined in good faith by the Company, compounded
semi-annually) of the obligation of a lessee for rental payments during the remaining term of any
lease (including any period for which such lease has been extended). Such rental payments shall
not include amounts payable by the lessee for maintenance and repairs, insurance, taxes,
assessments and similar charges and for contingent rents (such as those based on sales). In case
of any lease which is terminable by the lessee upon the payment of a penalty, such rental payments
shall also include such penalty, but no rent shall be considered as required to be paid under such
lease subsequent to the first date upon which it may be so terminated. Any determination of any
actual percentage rate inherent in any such arrangement made in good faith by the Company shall be
binding and conclusive, and the Trustee shall have no duty with respect to any determination made
under this Section 3.7.



     Section 3.8 Additional Amounts. If Securities of a Series provide for the payment of
additional amounts to any Holder who is a non-United States Person in respect of any tax,
assessment or governmental charge (“Additional Amounts”), the Company will pay to the Holder of any
Security of such Series or any Coupon appertaining thereto such Additional Amounts as may be so
provided by Section 2.3. Whenever in this Indenture there is mentioned, in any context, the
payment of the principal
of or interest on, or in respect of, any Security of a Series or payment of any related
Coupon or the net proceeds received on the sale or exchange of a Security of a Series, such
mention shall be deemed to include mention of the payment of Additional Amounts provided for by the
terms of such Series established pursuant to Section 2.3 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to such terms and
express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall
not be construed as excluding Additional Amounts in those provisions hereof where such express
mention is not made.



     Except as otherwise specified as contemplated by Section 2.3, if the Securities of a Series
provide for the payment of Additional Amounts, at least 10 days prior to each date of payment of
principal or interest on which any Additional Amount shall be payable, the Company will furnish the
Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with
a compliance certificate instructing the Trustee and such Paying Agent or Paying Agents whether
such payment of principal of or interest on the Securities of that Series shall be made to Holders
of Securities of that Series or any related Coupons who are non-United States Persons without
withholding for or on account of any tax, assessment or other governmental charge described in the
Securities of that Series. If any such withholding shall be required, then such compliance
certificate shall specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities of that Series or related Coupons and the Company will pay to the
Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The
Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any of them in reliance
on any Officer’s Certificate furnished pursuant to this Section



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or in the event the Trustee shall
not withhold or deduct any sums as a result of the non-receipt of a compliance certificate
pursuant to this Section.



     Section 3.9 Calculation of Original Issue Discount. The Company shall file with the
Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of
original issue discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (ii) such other specific information relating to such
original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended
from time to time.



ARTICLE FOUR

SECURITYHOLDERS’ LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE




     Section 4.1 Company to Furnish Trustee Information as to Names and Addresses of
Securityholders. The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee for the Securities of each Series a list in such form as the Trustee may
reasonably require of the names and addresses of the Holders of the Registered Securities of each
Series:



     (a) semiannually and not more than 15 days after each record date for the payment of interest
on such Securities, as hereinabove specified, as of such record date and on dates to be determined
pursuant to Section 2.3 for non-interest bearing securities in each year, and



     (b) at such other times as the Trustee 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 and so long as the Trustee shall be the
Security registrar for such Series, such list shall not be required to be furnished but in any
event the Company shall be required to furnish such information concerning the Holders of Coupon
Securities and Unregistered Securities which is known to it; provided, further, that the Company
shall have no obligation to investigate any matter relating to any Holder of an Unregistered
Security or any Holder of a Coupon.



     Section 4.2 Preservation and Disclosure of Securityholders’ Lists. (a) The Trustee
for the Securities of each Series 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 4.1 or
maintained by the Trustee in its capacity as Security registrar for such Series, if so acting. The
Trustee may destroy any list furnished to it as provided in Section 4.1 upon receipt of a new list
so furnished.



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



29









 







then the Trustee shall,
within five business days after the receipt of such application, at its election, either




          (i) afford to such applicants access to the information preserved at the time by the
Trustee in accordance with the provisions of subsection (a) of this Section 4.2, or




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



     If the Trustee shall elect not to afford to such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Securityholder of such
Series or all Securities, as the case may be, whose name and address appear in the information
preserved at the time by the Trustee in accordance with the provisions of subsection (a) of
this Section, a copy of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Trustee of the material to be mailed and
of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five
days after such tender, the Trustee shall mail to such applicants and file with the 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 Securityholders 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 subsection
(b) of this Section, regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant to a request made
under such subsection (b).



     Section 4.3 Reports by the Company. The Company covenants:



     (a) So long as any of the Securities of each Series remain Outstanding, the Company shall file
with the Trustee, within 15 days after the Company files the same with the



30









 







Commission, copies of
the annual reports and of the information, documents, and other reports (or copies of such portions
of any of the foregoing as the Commissioner may from time to time by rules and regulations
prescribe) which the Company is required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act. The filing of such reports, information and documents with the
Commission on EDGAR (or any successor system thereto) shall be deemed to constitute filing of such
reports, information and documents with the Trustee; provided, however that the Company shall
provide a physical or electronic copy thereof to the Trustee. In the event that the Company is at any time no longer subject to the reporting
requirements of Section 13 or Section 15(d) of the Exchange Act, it shall continue to provide the
Trustee with reports containing substantially the same information as would have been required to
be filed with the Commission had the Company continued to have been subject to such reporting
requirements.



     (b) The Company shall furnish to the Trustee, not less often than annually, a brief
certificate from the principal executive officer, principal financial officer or principal
accounting
officer of the Company as to his or her knowledge of the Company’s compliance with all
conditions and covenants under this Indenture. For purposes of this paragraph, such compliance
shall be determined without regard to any period of grace or requirement of notice provided under
this Indenture.



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



     Section 4.4 Reports by the Trustee. (a) The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by
Section 313(a) of the Trust Indenture Act, the Trustee shall, within sixty days after each May 15
following the date of this Indenture deliver to Holders a brief report, dated as of such May 15,
which complies with the provisions of such Section 313(a).



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



     Section
4.5  Statement by Officers as to Default. The Company shall
deliver to the Trustee, as soon as possible and in any event within five days after the Company
 becomes aware of the occurrence of any Event of Default an Officers’ Certificate setting forth the details
of such Event of Default or default and the action which the Company proposes to take with respect thereto.


ARTICLE FIVE

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT




     Section 5.1 Event of Default Defined; Acceleration of Maturity; Waiver of Default. In
case one or more of the following Events of Default (unless it is either inapplicable to a
particular Series or it is specifically deleted from or modified in the instrument establishing
such Series and the form of Security for such Series) shall have occurred and be continuing with
respect to any Series of Securities, that is to say:



31









 





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



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



     (c) failure on the part of the Company duly to observe or perform any other of the covenants
or agreements on the part of the Company in the Securities of such Series, or in this Indenture
contained and relating to such Series, for a period of 90 days after the date on which written
notice specifying such failure and requiring the Company to remedy the same and stating
that such notice is a “Notice of Default” hereunder shall have been given by registered or
certified mail to the Company by the Trustee for the Securities of such Series, or to the Company
and the Trustee by the Holders of at least twenty-five percent in aggregate principal amount at
maturity of the Securities of such Series at the time outstanding; or



     (d) the Company shall make an assignment for the benefit of creditors, or shall file a
petition in bankruptcy; or the Company shall be adjudicated insolvent or bankrupt, or shall
petition or shall apply to any court having jurisdiction in the premises for the appointment of a
receiver, trustee, liquidator or sequestrator of, or for, the Company or any substantial portion of
the property of the Company; or the Company shall commence any proceeding relating to the Company
or any substantial portion of the property of the Company under any insolvency, reorganization,
arrangement, or readjustment of debt, dissolution, winding-up, adjustment, composition or
liquidation law or statute of any jurisdiction, whether now or hereafter in effect (hereinafter in
this subsection (d) called “Proceeding”); or if there shall be commenced against the Company any
Proceeding and an order approving the petition shall be entered, or such Proceeding shall remain
undischarged for a period of 60 days; or a receiver, trustee, liquidator or sequestrator of, or
for, the Company or any substantial portion of the property of the Company shall be appointed and
shall not be discharged within a period of 60 days; or the Company by any act shall indicate
consent to or approval of or acquiescence in any Proceeding or the appointment of a receiver,
trustee, liquidator or sequestrator of, or for, the Company or any substantial portion of the
property of the Company; provided that a resolution or order for winding-up the Company with a view
to its consolidation, amalgamation or merger with another company or the transfer of its assets as
a whole, or substantially as a whole, to such other company as provided in Section 9.1 shall not
make the rights and remedies herein enforceable under this subsection (d) of Section 5.1 if such
last-mentioned company shall, as a part of such consolidation, amalgamation, merger or transfer,
and within 60 days from the passing of the resolution or the date of the order, comply with the
conditions to that end stated in Section 9.1; or



     (e) any other Event of Default provided in the Supplemental Indenture or resolution of the
Board of Directors under which such Series of Securities is issued or in the form of Security for
such Series; then and in each and every such case, so long as such Event of Default with respect to
such Series shall not have been remedied or waived, unless the principal of all Securities of such
Series shall have already become due and payable, either the Trustee for such Series or the Holders
of not less than twenty-five percent in aggregate principal amount at maturity of the Securities of
such Series then Outstanding hereunder, by notice in writing to the



32









 







Company (and to the Trustee if
given by such Holders), may declare the principal (or, in the case of Original Issue Discount
Securities, such principal amount as may be determined in accordance with the terms thereof) of all
the Securities of such Series to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable, anything in this Indenture or in the
Securities of such Series contained to the contrary notwithstanding. This provision, however, is
subject to the condition that if at any time after the principal of the Securities of such Series
(or, in the case of Original Issue Discount Securities, such principal amount as may be determined
in accordance with the terms thereof) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to
pay in the currency or currency unit in which the Securities of such Series are payable (except as
otherwise provided pursuant to Section 2.3
for the Securities of such Series and except as provided in Section 2.12(b), (e) and (f)
hereof) all matured installments of interest, if any, upon all the Securities of such Series and
the principal of any and all Securities of such Series which shall have become due otherwise 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 (or, in the case of Original Issue Discount Securities, at
the yield to maturity) to the date of such payment or deposit) and in Dollars such amount as shall
be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel
and all other expenses and liabilities incurred, and all advances made, by the Trustee, its agents,
attorneys and counsel and any and all defaults under this Indenture, other than the nonpayment of
the principal of Securities of such Series which 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.



     Section 5.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt. The
Company covenants that (a) in case default shall be made in the payment of 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 (b) in case default shall
be made in the payment of all or any part of 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 and the Holders of any
Coupons appertaining thereto the whole amount that then shall have become due and payable on all
Securities of such Series or such Coupons 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 in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee and each predecessor Trustee, their



33









 







respective agents,
attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the
Trustee and each predecessor Trustee.



     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.



     In case the Company shall fail forthwith 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 sums so due and unpaid, and may prosecute any such action or proceedings to
judgment or final decree, and may enforce any such judgment or final decree against the
Company or other obligor upon such Securities and collect in the manner provided by law out of
the property of the Company or other obligor upon such Securities and Coupons, wherever situated,
the moneys adjudged or decreed to be payable.



     In case there shall be pending proceedings relative to the Company or any other obligor upon
the Securities and Coupons under Title 11 of the United States Code or any other applicable Federal
or state bankruptcy, insolvency or other similar law, or in case 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 in case
of any other comparable judicial proceedings relative to the Company or other obligor under the
Securities of any Series and Coupons, if any, or to the creditors or property of the Company or
such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then
be due and payable as therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand pursuant to the provisions of this Section, 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 (or, if the
Securities of such Series are Original Issue Discount Securities, such portion of the principal
amount as may be due and payable with respect to the Securities of such Series pursuant to a
declaration in accordance with Section 5.1 hereof) 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 the Trustee and each predecessor Trustee, and their respective agents, attorneys
and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee,) and of the Securityholders and the Holders of any
Coupons appertaining thereto allowed in any judicial proceedings relative to the Company or other
obligor upon all Securities of any Series, or to the creditors or property of the Company or such
other obligor,



     (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of
the Securities of any Series in any election of a trustee or a standby trustee in arrangement,
reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing
similar functions in comparable proceedings, and



34









 





     (c) to collect and receive any moneys or other property payable or deliverable on any such
claims, and to distribute all amounts received with respect to the claims of the Securityholders
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 Securityholders, to pay to such Trustee such amounts as shall be
sufficient to cover reasonable compensation to such Trustee, each predecessor Trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by such Trustee and each predecessor Trustee and all other amounts due to such
Trustee or any predecessor Trustee pursuant to Section 6.6.



     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or vote for or accept or adopt on behalf of any Securityholder 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
Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee
in bankruptcy or similar person.



     All rights of action and of asserting claims under this Indenture, or under any of the
Securities or any Coupon appertaining thereto, may be enforced by the Trustee for the Securities of
such Series without the possession of any of the Securities of such Series or any Coupon
appertaining thereto or the production thereof at any trial or other proceedings relative thereto,
and any such action or proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and 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 and Holders of any
Coupons in respect of which such action was taken.



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



     Section 5.3 Application of Proceeds. Any moneys collected by the Trustee for the
Securities of such Series pursuant to this Article in respect of the Securities of any Series shall
be applied in the following order at the date or dates fixed by such Trustee and, in case of the
distribution of such moneys on account of principal or interest, upon presentation of the several
Securities and any Coupons appertaining thereto in respect of which moneys 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 moneys have been collected, including reasonable compensation to the Trustee and each
predecessor Trustee and their respective agents and attorneys and of all



35









 







expenses and
liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee and
all other amounts due to the Trustee or any predecessor Trustee pursuant to Section 6.6;




     SECOND: In case the principal of the Securities of such Series in respect of which
moneys have been collected shall not have become and be then due and payable, to the payment
of interest on the Securities of such Series in default in the order of the maturity of the
installments of such interest, with interest (to the extent that such interest has been
collected by the Trustee) upon the overdue installments of interest at the same rate as the
rate of interest specified in such Securities, such payments to be made ratably to the
persons entitled thereto, without discrimination or preference;




     THIRD: In case the principal of the Securities of such Series in respect of which
moneys have been collected shall have become and shall be then due and payable, to the
payment of the whole amount then owing and unpaid upon all the Securities of such Series for
principal and interest, with interest upon the overdue principal, and (to the extent that
payment of such interest is permissible by law and that such interest has been collected by
the Trustee) upon overdue installments of interest at the same rate as the rate of interest
specified in the Securities of such Series; and in case such moneys shall be insufficient to
pay in full the whole amount so due and unpaid upon the Securities of such Series, then to
the payment of such principal and interest without preference or priority of principal over
interest or of interest over principal, or of any installment of interest over any other
installment of interest, or of any Security of such Series over any other Security of such
Series, ratably to the aggregate of such principal and accrued and unpaid interest; and




     FOURTH: To the payment of the remainder, if any, to the Company or as a court of competent jurisdiction shall direct in writing.



     Section 5.4 Suits for Enforcement. In case an Event of Default has occurred, has not
been waived and is continuing, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall
deem necessary to protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to
enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.



     Section 5.5 Restoration of Rights on Abandonment of Proceedings. In case 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, then and in every such case the Company and the Trustee shall
be restored respectively to their former positions and rights hereunder, and all rights, remedies
and powers of the Company, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.



     Section 5.6 Limitations on Suits by Securityholders. No Holder of any Security of any
Series or Holder of any Coupon shall have any right by virtue or by availing of any provision of



36









 





this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or
otherwise upon or under or with respect to this Indenture, or for the appointment of a 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 default and of the
continuance thereof, as hereinbefore provided, and unless also 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 such
reasonable indemnity, 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 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 pursuant to
Section 5.9; it being understood and intended, and being expressly covenanted by the taker and
Holder of every Security and by a Holder of each Coupon appertaining thereto with every other taker
and Holder of a Security or Holder of any Coupon appertaining thereto and the Trustee, that no one
or more Holders of Securities of any Series or one or more Holders of any Coupons appertaining
thereto 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
any other Holders of such Coupons, 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 and all the Holders of Coupons appertaining thereto. For the protection and
enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.



     Section 5.7 Unconditional Right of Securityholders to Institute Certain Suits.
Notwithstanding any provision in this Indenture and any provision of any Security or Coupon, the
right of any Holder of any Security and the right of any Holder of any Coupon appertaining thereto
to receive payment of the principal of and interest on such Security at the respective rates, in
the respective amount and in the currency or currency unit therein prescribed on or after the
respective due dates expressed in such Security, 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 5.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default.
Except as provided in Section 5.6, no right or remedy herein conferred upon or reserved to the
Trustee or to the Securityholders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or remedy.



     No delay or omission of the Trustee or of any Securityholder 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; and, subject to Section 5.6, every power and remedy given by this Indenture or by law to
the Trustee, to the Securityholders or to the Holder of any Coupon



37









 







appertaining thereto may be
exercised from time to time, and as often as shall be deemed expedient, by the Trustee, the
Securityholders or Holders of any Coupon.



     Section 5.9 Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each Series
affected (with each Series treated as a separate class) 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 on the Trustee with respect to the
Securities of such Series by this Indenture; provided that such direction shall not be otherwise
than in accordance with law and the provisions of this Indenture and provided further that (subject
to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such
direction if the Trustee, being advised by counsel, shall determine that the action or proceeding
so directed may not lawfully be taken or if the Trustee in good faith by its board of directors,
the executive committee, or a trust committee of directors or Responsible Officers of the Trustee
shall determine that the action or proceedings so directed would involve the Trustee in personal
liability or if the Trustee in good faith shall so determine that the actions or forebearances
specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders
of the Securities of all Series or of the Holders of any Coupons appertaining thereto so affected
not joining in the giving of said direction, it being understood that (subject to Section 6.1) the
Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly
prejudicial to such Holders.



     Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any
action deemed proper by the Trustee and which is not inconsistent with such direction or directions
by Securityholders.



     Section 5.10 Waiver of Past Defaults. Prior to the declaration of the acceleration of
the maturity of the Securities of any Series as provided in Section 5.1, the Holders of a majority
in aggregate principal amount of the Securities of such Series at the time Outstanding may on
behalf of the Holders of all the Securities of such Series and Holders of all Coupons, if any,
appertaining thereto 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. In the case of
any such waiver, the Company, the Trustee, the Holders of the Securities of such Series and the
Holder of any Coupon appertaining thereto shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.



     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 5.11 Trustee to Give Notice of Default, But May Withhold in Certain
Circumstances. The Trustee shall transmit to the Securityholders of any Series notice in the
manner and to the extent provided in Section 11.4, of all defaults which have occurred with respect
to such Series, such notice to be transmitted within 90 days after the occurrence thereof, unless
such defaults shall have been cured before the giving of such notice (the term “default” or



38









 







“defaults” for the purposes of this Section being hereby defined to mean any event or condition which is,
or with notice or lapse of time or both would become, an Event of Default); provided that, except
in the case of default in the payment of the principal of or interest on any of the Securities of
such Series or any default in the payment of any sinking fund installment or analogous obligation
in respect of any of the Securities of such Series, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee, or a trust committee
of directors or trustees or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Securityholders of such Series.



     Section 5.12 Right of Court to Require Filing of Undertaking to Pay Costs. All
parties to this Indenture agree, and each Holder of any Security and each Holder of any Coupon, by
his acceptance thereof, shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any Series holding in the aggregate more than 10% in aggregate principal amount
of the Securities of such Series, or, in the case of any suit relating to or arising under clause
(d) of Section 5.1 (if the suit relates to Securities of more than one but less than all Series),
10% in aggregate principal amount of Securities Outstanding affected thereby, or in the case of any
suit relating to or arising under clause (d) (if the suit under clause (d) relates to all the
Securities then Outstanding), (e), (f) or (g) of Section 5.1, 10% in aggregate principal amount of
all Securities Outstanding, or to any suit instituted by any Securityholder 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.



ARTICLE SIX

CONCERNING THE TRUSTEE




     Section 6.1 Duties and Responsibilities of the Trustee; During Default; Prior to
Default. With respect to the Holders of any Series of Securities issued hereunder, the
Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a
particular Series and after the curing or waiving of all Events of Default which may have occurred
with respect to such Series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with respect to the
Securities of a Series has occurred (which has not been cured or waived) of which a Responsible
Officer has actual knowledge, the Trustee shall exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person’s own affairs.



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



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




          (i) the duties and obligations of the Trustee with respect to the Securities of any
Series shall be determined solely by the express provisions of this Indenture, and the
Trustee shall not be liable except for the performance of such duties and obligations as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and




          (ii) in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any statements, certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture; but in the case of any such
statements, certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this
Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);



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



     (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the Holders pursuant to Section 5.9 relating
to the time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this Indenture.



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



     Whether or not therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee shall be subject
to the conditions of this Section 6.1.



     Section 6.2 Certain Rights of the Trustee. Subject to Section 6.1:



     (a) the Trustee may conclusively rely and shall be protected in acting or refraining from
acting upon any resolution, Officers’ Certificate or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other
paper or document believed by it to be genuine and to have been signed or presented by the
proper party or parties;



     (b) any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be
herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to



40









 







the Trustee by a copy thereof certified by the secretary or any assistant secretary of the Company;



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



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



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



     (f) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other
paper or document but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;



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



     (h) the Trustee shall not be deemed to have notice of any Default or Event of Default (other
than any Event of Default under Section 5.1(a) or (b)) unless a Responsible Officer of the Trustee
has actual knowledge thereof or unless written notice of such Default or Event of Default is
received by the Trustee at the Corporate Trust Office of the Trustee and such notice references the Securities and this Indenture;




     (i)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;


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        (j)

the Trustee may request that the Company deliver an Officers’
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers’ Certificate may be signed by and person authorized to sign an
Officers’ Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded;





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



     (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.


     Section 6.3 Trustee Not Responsible for Recitals, Disposition of Securities or Application
of Proceeds Thereof. The recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no representation as
to the validity or sufficiency of this Indenture or of the Securities or the Coupons. The Trustee
represents that it is duly authorized to execute and deliver this Indenture and perform its
obligations hereunder. The Trustee shall not be accountable for the use or application by the
Company of any of the Securities or of the proceeds thereof.



     Section 6.4 Trustee and Agents May Hold Securities; Collections, etc. The Trustee,
any Paying Agent, Security registrar, or any agent of the Company or the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Securities or Coupons with the same
rights it would have if it were not the Trustee or such agent and, subject to Sections 6.8 and
6.13, if operative, may otherwise deal with the Company and receive, collect, hold and retain
collections from the Company with the same rights it would have if it were not the Trustee or such
agent.



     Section 6.5 Moneys Held by Trustee. Subject to the provisions of Section 10.4 hereof,
all moneys received by the Trustee shall, until used or applied as herein provided, be held in
trust for the purposes for which they were received, but need not be segregated from other funds
except to the extent required by mandatory provisions of law. Neither the Trustee nor any agent of
the Company or the Trustee shall be under any liability for interest on any moneys received by it
hereunder.



     Section 6.6 Compensation and Indemnification of Trustee and Its Prior Claim. The
Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as shall be agreed in writing between the Company and the Trustee in
Dollars (which shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) and the Company covenants and agrees to pay or reimburse the Trustee
and each predecessor Trustee upon its request in Dollars
for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it
in accordance with any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all agents and other persons not regularly
in its employ) except any such expense, disbursement or advance as may arise from its own negligence or
willful misconduct.  The Company also covenants to indemnify the Trustee and each predecessor Trustee for,
and to hold it harmless against, any and all loss, liability, damage, claim or expense, including
taxes (other than taxes based on the income of the Trustee), incurred
without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim (whether asserted by the Company, a Holder or
any other



42








 







Person) of liability in the premises. The obligations of the Company under this Section
to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the
Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture. Such additional indebtedness shall be a senior claim to that of the Securities upon all
property and funds held or collected by the Trustee as such, except funds held in trust for the
benefit of the Holders of particular Securities or the Holders of particular Coupons, and the
Securities are hereby subordinated to such senior claim.



     When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 5.1(d), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or other similar law.



     The
provisions of this Section 6.6 shall survive the termination of this
Indenture.



     Section 6.7 Right of Trustee to Rely on Officers’ Certificate, etc. Subject to 6.1
and 6.2, whenever in the administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or suffering or
omitting any action hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or willful
misconduct on the part of the Trustee,
be deemed to be conclusively proved and established by an Officers’ Certificate complying with
Section 11.5 delivered to the Trustee, and such certificate, in the absence of negligence or willful
misconduct
 on the part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it or under the provisions of this Indenture upon the faith thereof.



     Section 6.8 Disqualification of Trustee; Conflicting Interests. If the Trustee for
the Securities of any Series has or shall acquire any conflicting interest, as defined in the Trust
Indenture Act, it shall, within 90 days after ascertaining that it has such conflicting interest,
and if the default (as defined in the Trust Indenture Act) to which such conflicting interest
relates has not been cured or waived or otherwise eliminated before the end of such 90-day period,
the Trustee shall, either eliminate such conflicting interest or resign in the manner and with the
effect specified in the Trust Indenture Act and this Indenture.



     Section 6.9 Persons Eligible for Appointment as Trustee. The Trustee for each Series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or of any State or the
District of Columbia having a combined capital and surplus of at least $50,000,000, and which is
authorized under such laws to exercise corporate trust powers and is subject to supervision or
examination by Federal, State or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately
in the manner and with the effect specified in Section 6.10.



     Section 6.10 Resignation and Removal; Appointment of Successor Trustee. (a) The
Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one



43









 







or more or all Series of Securities by giving written notice of resignation to the Company and by
mailing notice thereof to the Holders in the manner and to the extent provided in Section 11.4.
Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee
or trustees with respect to the applicable Series by written instrument in duplicate, executed by
authority of the Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall
have been so appointed with respect to any Series and have accepted appointment within 30 days
after the mailing of such notice of resignation, the resigning trustee may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a successor trustee, or
any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable
Series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself
and all others similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.



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




          (i) the Trustee shall fail to comply with the provisions of Section 6.8 with respect to
any Series of Securities after written request therefor by the Company or by any
Securityholder who has been a bona fide Holder of a Security or Securities of such Series
for at least six months unless the Trustee’s duty to resign is stayed in accordance with the
provisions of Section 310(b) of the Trust Indenture Act; or




          (ii) the Trustee shall cease to be eligible in accordance with the provisions of
Section 6.9 and shall fail to resign after written request therefor by the Company or by any
Securityholder; or




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


then, in any such case, the Company may remove the Trustee with respect to the applicable Series of
Securities and appoint a successor trustee for such Series by written instrument, in duplicate,
executed by order of the Board of Directors of the Company, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 5.12, any Securityholder who has been a bona fide Holder of a Security or
Securities of such Series for at least six months may on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such Series. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.




     (c) The Holders of a majority in aggregate principal amount of the Securities of each Series
at the time Outstanding may at any time remove the Trustee with respect to Securities of such
Series and appoint a successor trustee with respect to the Securities of such Series by



44









 







delivering
to the Trustee so removed, to the successor trustee so appointed and to the Company the evidence
provided for in Section 7.1 of the action in that regard taken by the Securityholders.



     If no successor Trustee shall have been appointed with respect to such series within 30 days
after the mailing of such notice of removal, the Trustee being removed may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.



     (d) Any resignation or removal of the Trustee with respect to any Series and any appointment
of a successor trustee with respect to such Series pursuant to any of the provisions of this
Section 6.10 shall become effective upon acceptance of appointment by the successor trustee as
provided in Section 6.11.



     Section 6.11 Acceptance of Appointment by Successor Trustee. Any successor trustee
appointed as provided in Section 6.10 shall execute and deliver to the Company and to its
predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee with respect to all or any applicable Series
shall become effective and such successor trustee, without any further act, deed or conveyance,
shall become vested with all rights, powers, duties and obligations with respect to such Series of
its predecessor hereunder, with like effect as if originally named as trustee for such Series
hereunder; but, nevertheless, on the written request of the Company or of the successor trustee,
upon payment of its charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4,
pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and
deliver an instrument transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any such successor trustee, the Company shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior
claim upon all property or funds held or collected by such trustee to secure any amounts then due
it pursuant to the provisions of Section 6.6.



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



     No successor trustee with respect to any Series of Securities shall accept appointment as
provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9.



45









 





     Upon acceptance of appointment by any successor trustee as provided in this Section 6.11, the
Company shall give notice in the manner and to the extent provided in Section 11.4 to the Holders
of Securities of any Series for which such successor trustee is acting as trustee at their last
addresses as they shall appear in the Security register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for by the preceding
sentence may be combined with the notice called for by Section 6.10. If the Company fails to mail
such notice within ten days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Company.



     Section 6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee.
Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
that such corporation shall be qualified under the provisions of Section 6.8 and eligible under the
provisions of Section 6.9, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary notwithstanding.



     In case at the time such successor to the Trustee shall succeed to the trusts created by this
Indenture any of the Securities of any Series shall have been authenticated but not delivered, any
such successor to the Trustee may adopt the certificate of authentication of any predecessor
Trustee and deliver such Securities so authenticated; and, in case at that time any of the
Securities of any Series shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee hereunder or in the name
of the successor Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Securities of such Series or in this Indenture provided that the certificate
of the Trustee shall have; provided, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Securities of any Series in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or consolidation.



     Section 6.13 Preferential Collection of Claims Against the Company. If and when the
Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities),
the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company (or any such other obligor).



ARTICLE SEVEN

CONCERNING THE SECURITYHOLDERS




     Section 7.1 Evidence of Action Taken by Securityholders.



     (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 principal amount of
the Securityholders 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 Securityholders
in person or by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered



46









 







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 6.1 and 6.2) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this Article.



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



     (c) The amount of Unregistered Securities held by any Person executing any instrument or
writing as a Securityholder, the numbers of such Unregistered Securities, and the date of his
holding the same may be proved by the production of such Securities or by a certificate executed by
any trust company, bank, broker or member of a national securities exchange (wherever situated), as
depositary, if such certificate is in form satisfactory to the Trustee, showing that at the date
therein mentioned such Person had on deposit with such depositary, or exhibited to it, the
Unregistered Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person executing such instrument or writing as a Securityholder, if such
certificate or affidavit is in form satisfactory to the Trustee. The Trustee and the Company may
assume that such ownership of any Unregistered Security continues until (i) another certificate or
affidavit bearing a later date issued in respect of the same Unregistered Security is produced, or
(ii) such Unregistered Security is produced by some other person, or (iii) such Unregistered
Security is surrendered in exchange for a Registered Security, or (iv) such Unregistered Security
has been cancelled in accordance with Section 2.10.



     Section 7.2 Proof of Execution of Instruments. Subject to Sections 6.1 and 6.2, the
execution of any instrument by a Securityholder 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 7.3 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; and 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 such payments so 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 moneys payable upon any such Security.



     Section 7.4 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 or whether a
quorum is present at a meeting of Holders of Securities, Securities which 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, except that for the purpose of determining whether the



47









 







Trustee shall be
protected in relying on any such direction, consent or waiver, and for purposes of determining the
presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows are
so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right so to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any 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.
In case of a dispute as to such right, the advice of counsel shall be full protection in respect
of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee,
the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying
all Securities, if any, known by the Company to be owned or held by or for the account of any of
the above-described persons; and, subject to Sections 6.1 and 6.2, the Trustee shall be entitled to
accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Securities not listed therein are Outstanding for the purpose of any such
determination.



     Section 7.5 Right of Revocation of Action Taken. At any time prior to (but not after)
the evidencing to the Trustee, as provided in Section 7.1, of the taking of any action by the
Holders of the percentage in aggregate principal amount of the Securities of any or all Series, as
the case may be, specified in this Indenture in connection with such action, any Holder of a
Security the serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action may, by filing written
notice at the corporate trust office and upon proof of holding as provided in this Article, 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 or all Series, as the case may be, specified
in this Indenture in connection with such action shall be conclusively binding upon the Company,
the Trustee and the Holders of all the Securities affected by such action.



     Section 7.6 Record Date for Determination of Holders Entitled to Vote. The Company
may, in the circumstances permitted by the Trust Indenture Act, set a record date for the purpose
of determining the Securityholders entitled to give or take any request, demand, authorization,
direction, notice, consent, waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Securityholders. If not set by the Company prior to the first
solicitation of a Securityholder made by any Person in respect of any such action, or, in the case
of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th
day (or, if later, the date of the most recent list of Holders required to be provided pursuant to
Section 4.1) prior to such first solicitation or vote, as the case may be. With regard to any
record date, only the Holders on such date (or their duly appointed proxies) shall be entitled to
give or take, or vote on, the relevant action.



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ARTICLE EIGHT

SUPPLEMENTAL INDENTURES




     Section 8.1 Supplemental Indentures Without Consent of Securityholders. The Company,
when authorized by a resolution of its Board of Directors, and the Trustee for the Securities of
any and all Series may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in
force at the date of the execution thereof), in form satisfactory to such Trustee, for one or more
of the following purposes:



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



     (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 Nine;



     (c) to add to the covenants of the Company such further covenants, restrictions, conditions or
provisions as its Board of Directors and the Trustee shall consider to be for the protection of the
Holders of Securities of any or all 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, and to make the occurrence, or the occurrence and
continuance, of a default in any such additional covenants, restrictions, conditions or provisions
an Event of Default permitting the enforcement of all or any of the several remedies provided in
this Indenture as herein set forth (and if such additional Events of Default are to be for the
benefit of less than all Series of the Securities stating that such Events of Default are being
added solely for the benefit of such Series); provided, that in respect of any such additional
covenant, restriction, condition or provision such supplemental indenture may provide for a
particular
period of grace after default (which period may be shorter or longer than that allowed in the
case of other defaults) or may provide for an immediate enforcement upon such an Event of Default
or may limit the remedies available to the Trustee upon such an Event of Default or may limit the
right of the Holders of a majority in aggregate principal amount of the Securities of such Series
to waive such an Event of Default;



     (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any
supplemental indenture which may be defective or inconsistent with any other provision contained
herein or in any supplemental indenture; 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 which shall not materially and adversely affect the
interests of the Holders of the Securities or the Holders of any Coupons;



     (e) to establish the form or terms of Securities of any Series as permitted by Sections 2.1
and 2.3; or



     (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



49









 







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 6.11.



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



     Any supplemental indenture authorized by the provisions of this Section 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 8.2.



     Section 8.2 Supplemental Indentures With Consent of Securityholders. With the consent
(evidenced as provided in Article Seven) of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding of each Series affected by such
supplemental indenture (treated as one class), the Company, when authorized by a resolution of its
Board of Directors, and the Trustee for such Series of Securities may, from time to time and at any
time, enter into an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of 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; provided, that no such supplemental
indenture shall (a) extend the final maturity of any Security, or reduce the principal amount
thereof or any premium thereon, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption thereof, or impair or affect the right of any
Securityholder to institute suit for payment thereof or, if the
Securities provide therefor, any right of repayment at the option of the Securityholder
without the consent of the Holder of each Security so affected, or (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 the Holders of each Security so affected.



     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 Securityholders as aforesaid and other documents, if
any, required by Section 7.1, the Trustee for such Series of Securities shall join with the Company
in the execution of such supplemental indenture unless such supplemental indenture affects such
Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case such
Trustee may in its discretion, but shall not be obligated to, enter into such supplemental
indenture.



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



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     Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Company shall give notice in the manner and to the
extent provided in Section 11.4 to the Holders of Securities of each Series affected thereby at
their addresses as they shall appear on the Securities register of the Company, 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, however, in any way impair or affect the validity of
any such supplemental indenture.



     For the purposes of this Section 8.2 only, if the Securities of any Series are issuable upon
the exercise of warrants, each holder of an unexercised and unexpired warrant with respect to such
series shall be deemed to be a Holder of Outstanding Securities of such Series in the amount
issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant
shall be determined by the Company in a manner consistent with customary commercial practices. The
Trustee for such series shall be entitled to rely on an Officers’ Certificate as to the principal
amount of Securities of such Series in respect of which consents shall have been executed by
holders of such warrants.



     Section 8.3 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 and Holders of Coupons 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.



     Section 8.4 Documents to Be Given to Trustee. The Trustee, subject to the provisions
of Sections 6.1 and 6.2, shall receive, and shall be fully
protected in relying upon,  an Officers’ Certificate and an
Opinion of Counsel, stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture,  as
conclusive evidence that any supplemental indenture executed pursuant to this Article Eight
complies with the applicable provisions of this Indenture.



     Section 8.5 Notation on Securities in Respect of Supplemental Indentures. Securities
of any Series (including any Coupons appertaining thereto) authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this Article 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 or as to any action taken
at any such meeting. If the Company or the Trustee shall so determine, new Securities of any
Series and any Coupons appertaining thereto 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 Securities of such Series then Outstanding and any Coupons appertaining thereto
then Outstanding.



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ARTICLE NINE

CONSOLIDATION, MERGER, SALE OR CONVEYANCE




     Section 9.1 Company May Consolidate, etc., on Certain Terms. Subject to the
provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other corporation or
corporations (whether or not affiliated with the Company), or successive consolidations or mergers
in which the Company or its successor or successors shall be a party or parties, or shall prevent
any sale, conveyance or lease of all or substantially all the property of the Company to any other
corporation (whether or not affiliated with the Company) authorized to acquire and operate the
same; provided, however, and the Company hereby covenants and agrees, that upon any
such consolidation, merger, sale, conveyance or lease, other than a merger in which the Company is
the continuing corporation, the due and punctual payment of the principal of and interest on all of
the Securities, according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed by the Company, shall be
expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee by the corporation (if other than the Company) formed by such
consolidation, or into which the Company shall have been merged, or by the corporation which shall
have acquired or leased such property.



     Section 9.2 Securities to be Secured in Certain Events. If, upon any consolidation,
merger, sale, conveyance or lease referred to in Section 9.1, or upon any consolidation or merger
of any Restricted Subsidiary, or upon any sale, conveyance or lease of all or substantially all the
property of any Restricted Subsidiary to any other corporation, any Principal Property of the
Company or of any Restricted Subsidiary or any shares of capital stock or indebtedness of any
Restricted Subsidiary which is owned immediately after such consolidation, merger, sale, conveyance
or lease by the Company or a Restricted
Subsidiary or a successor to the Company pursuant to Sections 9.1 and 9.3 would thereupon
become subject to any mortgage, security interest, pledge, lien or encumbrance (other than a
mortgage, security interest, pledge, lien or encumbrance in favor of the Company, a Restricted
Subsidiary or any such successor), the Company, prior to or concurrently with such consolidation,
merger, sale, conveyance or lease, will effectively provide that the Securities shall be secured
(equally and ratably with, if the Company shall determine, any other indebtedness of or guaranteed
by the Company or a Restricted Subsidiary ranking equally with the Securities) by a direct lien on
such Principal Property, shares of stock or indebtedness, prior to all liens other than any
theretofore existing thereon, so long as such Principal Property, shares of stock or indebtedness
shall be subject to such mortgage, security interest, pledge, lien or encumbrance.



     Section 9.3 Successor Corporation Substituted. In case of any such consolidation,
merger, sale 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 which theretofore 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 prescribed, the Trustee
shall authenticate and shall deliver any Securities and Coupons, if any, appertaining



52









 







thereto,
which previously 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 and Coupons, if
any, appertaining thereto, so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities and Coupons, if any, appertaining thereto, theretofore or
thereafter issued in accordance with the terms of this Indenture as though all of such Securities
and Coupons, if any, appertaining thereto, 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 and Coupons, if any,
appertaining thereto, thereafter to be issued as may be appropriate.



     In the event of any such sale or conveyance (other than a conveyance by way of lease) the
Company or any successor corporation which shall theretofore have become such in the manner
described in this Article shall be discharged from all obligations and covenants under this
Indenture and the Securities and may be liquidated and dissolved.



     Section 9.4 Opinion of Counsel to Trustee. The Trustee, subject to the provisions of
Sections 6.1 and 6.2, shall receive an Opinion of Counsel, prepared in accordance with Section
11.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and
any such assumption, and any such liquidation or dissolution, complies with the applicable
provisions of this Indenture.



ARTICLE TEN

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS




     Section 10.1 Satisfaction and Discharge of Indenture. (A) If at any time (a) the
Company shall have paid or caused to be paid the principal of and interest on all the Securities of
any Series and Coupons, if any, appertaining thereto Outstanding hereunder (other than Securities
and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Company
shall have delivered to the Trustee for cancellation all Securities of any Series and Coupons
theretofore authenticated (other than any Securities of such Series and Coupons which have been
destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or
(c)(i) all the Securities of such Series and Coupons not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become due and payable
within one year or are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably
deposited or caused to be deposited with the Trustee as trust funds the entire amount in the
currency or currency unit required (other than moneys repaid by the Trustee or any Paying Agent to
the Company in accordance with Section 10.4) or Government Obligations maturing as to principal and
interest in such amounts and at such times as will ensure the availability of cash sufficient, in
the opinion of a firm of independent certified public accountants, to pay at maturity or upon
redemption all Securities of such Series and Coupons (other than any Securities of such Series and
Coupons which shall have been destroyed, lost or stolen and which shall have been replaced or paid
as provided in Section 2.9) not



53









 







theretofore delivered to the Trustee for cancellation, including
principal and interest due or to become due to such date of maturity as the case may be, and if, in
any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by
the Company with respect to Securities of such Series and Coupons, then this Indenture shall cease
to be of further effect with respect to Securities of such Series and Coupons (except as to (i)
rights of registration of transfer and exchange, and the Company’s right of optional redemption,
(ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities and Coupons, (iii)
rights of Holders to receive payments of principal thereof and interest thereon upon the original
stated due dates therefor (but not upon acceleration) and remaining rights of the Holders to
receive mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the
Trustee hereunder and (v) the rights of the Securityholders of such Series as beneficiaries hereof
with respect to the property so deposited with the Trustee payable to all or any of them), and,
subject to Section 10.5, the Trustee, on demand of the Company accompanied by an Officers’
Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute
proper instruments acknowledging such satisfaction of and discharging this Indenture with respect
to such Series; provided, that the rights of Holders of the Securities and Holders of Coupons to
receive amounts in respect of principal of and interest on the Securities and Coupons held by them
shall not be delayed longer than required by then-applicable mandatory rules or policies of any
securities exchange upon which the Securities are listed. The Company agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the
Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection
with this Indenture, the Securities of such Series and Coupons.



     (B) In addition to the provisions of Section 10.1(A), the Company may terminate its
obligations under the Securities of any Series and this Indenture with respect to such Series,
except those obligations referred to in the penultimate paragraph of this Section 10.1, if the
Company has irrevocably deposited or caused to be deposited with the Trustee at its Corporate Trust
Office or such other office as the Trustee may designate, under the terms of an irrevocable trust
agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the
benefit of the Securityholders of such Series for that purpose, (i) cash in the currency or
currency unit required or, (ii) Government Obligations maturing as to principal and interest in
such amounts and at such times as are sufficient, in the opinion of a firm of independent certified
public accountants, without consideration of any reinvestment of such principal or interest, to pay
the principal of and interest on the outstanding Securities of such Series and Coupons to maturity
or redemption, as the case may be, provided that the Trustee shall have been irrevocably instructed
to apply such money or the proceeds of such Government Obligations to the payment of said principal
of and interest on the Outstanding Securities and Coupons of such Series.



     Such irrevocable trust agreement shall include, among other things, provision for (1) payment
of the principal of and interest on the Securities of such Series and Coupons when due (by
redemption, sinking fund payments or otherwise), (2) the payment of the expenses of the Trustee
incurred or to be incurred in connection with carrying out such trust provisions, (3) rights of
registration, transfer, substitution and exchange of Securities of such Series and Coupons in
accordance with the terms stated in this Indenture and (4) continuation of the rights and
obligations and immunities of the Trustee as against the Securityholders of such Series as stated
in this Indenture.



54









 





     Notwithstanding the first paragraph of this Section 10.1(B), the Company’s obligations in
Sections 2.8, 2.9, 3.1, 3.2, 3.8, 5.1, 6.6, 6.10, 10.4 and 10.5 shall survive until the Securities
of such Series and Coupons, if any, are no longer Outstanding; provided, however, that the
Company’s obligations in Section 5.1 shall survive only with respect to Events of Default as defined
in Sections 5.1(a), 5.1(b)and 5.1(c). Thereafter, the Company’s obligations in Sections 6.6, 10.4
and 10.5 shall survive such satisfaction and discharge.



     After any such irrevocable deposit, accompanied by an Officers’ Certificate which shall state
that the provisions of the first two paragraphs of this Section 10.1(B) have been complied with,
and upon delivery by the Company to the Trustee of (i) an Opinion of Counsel to the effect that
either (a) as a result of such deposit and the related exercise of the Company’s option under this
Section 10.1(B) registration will not be required under the Investment Company Act of 1940, as
amended, by the Company, the trust funds representing such deposit or the Trustee or (b) all
necessary registrations under such Act have been effected and (ii) an Opinion of Counsel to the
effect that Securityholders of such Series will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit and discharge and will be subject to Federal income
tax on the same amount and in the same manner and at the same time as would have been the case if
such deposit and discharge had not occurred, then the Company shall be discharged of its
obligations under the Securities of such Series and this Indenture with respect to such Series
except for those surviving obligations specified above, and the Trustee upon request shall
acknowledge in writing such discharge. Prior to the delivery of such acknowledgment, the Trustee
may require the Company to deliver to it an Officer’s Certificate and Opinion of Counsel, each
stating that all conditions precedent provided for herein relating to the deposit and
discharge contemplated by this provision have been complied with, and the Trustee may also
require that the Opinion of Counsel referred to in clause (i) of this paragraph shall also state
that such deposit does not violate applicable law.



     Section 10.2 Application by Trustee of Funds Deposited for Payment of Securities.
Subject to Section 10.4, all moneys deposited with the Trustee pursuant to Section 10.1 shall be
held in trust and applied by it to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent), to the Holders of the particular Securities
of such Series and any Coupons appertaining thereto for the payment or redemption of which such
moneys have been deposited with the Trustee, of all sums due and to become due thereon for
principal and interest; but such money need not be segregated from other funds except to the extent
required by law.



     Section 10.3 Repayment of Moneys Held by Paying Agent. In connection with the
satisfaction and discharge of this Indenture with respect to Securities of any Series or Coupons,
all moneys then held by any Paying Agent under the provisions of this Indenture with respect to
such Series of Securities or Coupons shall, upon demand of the Company, be repaid to it or paid to
the Trustee and thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.



     Section 10.4 Return of Unclaimed Moneys Held by Trustee and Paying Agent. Any moneys
deposited with or paid to the Trustee or any Paying Agent for the payment of the principal of or
interest on any Security of any Series or Coupons and not applied but remaining unclaimed for two
years after the date upon which such principal or interest shall have become



55









 







due and payable,
shall, upon the written request of the Company and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Company
by the Trustee for such Series or such Paying Agent, and the Holder of the Security of such Series
or Holders of Coupons appertaining thereto shall, unless otherwise required by mandatory provisions
of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Company
for any payment which such Holder may be entitled to collect, and all liability of the Trustee or
any Paying Agent with respect to such moneys shall thereupon cease.



     Section 10.5 Reinstatement of Company’s Obligations. If the Trustee is unable to
apply any funds or Government Obligations in accordance with Section 10.1 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 or by reason of the Trustee’s inability to
convert any such funds or Government Obligations into the currency or currency unit required to be
paid with respect to the Securities of such Series, the Company’s obligations under this Indenture
and the Securities of any Series for which such application is prohibited shall be revived and
reinstated as if no deposit had occurred pursuant to Section 10.1 until such time as the Trustee is
permitted to apply all such funds or Government Obligations in accordance with Section 10.1 or is
able to convert all such funds or Government Obligations; provided, however, that if the Company
has made any payment of
interest on or principal of any of such Securities or Coupons because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Securityholders of such
Securities to receive such payment from the funds or Government Obligations held by the Trustee.



ARTICLE ELEVEN

MISCELLANEOUS PROVISIONS




     Section 11.1 Incorporators, Stockholders, Officers and Directors of Company Exempt from
Individual Liability. No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, in any Security or Coupon appertaining thereto, or because of any
indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past,
present or future stockholder, officer or director, as such, 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 and Coupons, if any, by the Holders thereof and as part of the consideration for
the issue of the Securities.



     Section 11.2 Provisions of Indenture for the Sole Benefit of Parties and
Securityholders. Nothing in this Indenture or in the Securities or Coupons, expressed or
implied, shall give or be construed to give to any Person, firm or corporation, other than the
parties hereto, any Paying Agent and their successors hereunder and the Holders of the Securities
and Coupons, if any, 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 and
Coupons.



56









 





     Section 11.3 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 11.4 Notices and Demands on Company, Trustee and Securityholders. Any notice
or demand which by any provision of this Indenture is required or permitted to be given or served
by the Trustee, by the Holders of Securities, or by the Holders of Coupons 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 Kellogg Company, One Kellogg Square, Battle Creek, Michigan 49016
Attention: Secretary. Any notice, direction, request or demand by the Company or any
Securityholder 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, (1) if any of the Securities
affected by such event are Registered Securities, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed by first-class mail,
postage prepaid to such Registered Holders as their names and addresses appear in the Security
register within the time prescribed and (2) if any of the Securities affected by such event are
Unregistered Securities or Coupon Securities, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if published once in a newspaper of general circulation in New
York, New York and London, England 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 Securityholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving such notice as shall
be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.



     Section 11.5 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 provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is specifically required by
any provision of this Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.



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



     Any certificate or opinion of any independent firm of public accountants filed with the
Trustee shall contain a statement that such firm is independent.



     Section 11.6 Payments Due on Saturdays, Sundays and Holidays. If the date of maturity
of interest on or principal of the Securities of any Series or Coupons appertaining thereto or the
date fixed for redemption or repayment of any such Security or Coupon shall not be a Business Day,
then payment of interest, premium, if any, 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 11.7 Conflict of Any Provision of Indenture with Trust Indenture Act of 1939.
If and to the extent that any provision of this Indenture limits, qualifies or conflicts with
another provision included in this Indenture which is required to be included herein by any of
Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, such required provision shall
control.



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     Section 11.8 New York Law to Govern. This Indenture and each Security shall be deemed
to be a contract under the laws of the State of New York, and for all purposes shall be construed
in accordance with the laws of such State.



     Section 11.9 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 11.10 Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.



     Section 11.11 Determination of Principal Amount. In determining whether the Holders
of the requisite principal amount of outstanding Securities of any Series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, whether a quorum is present
at a meeting of Holders of Securities or whether sufficient funds are available for redemption or
for any other purpose, the principal amount of an Original Issue Discount Security that shall be
deemed to be outstanding for such purposes shall be the amount of the principal thereof that would
be due and payable as of the date of such determination upon a declaration of acceleration of the
maturity thereof pursuant to Section 5.1 and the principal amount of any Securities denominated in
a Foreign Currency or Euro that shall be deemed to be outstanding for such purposes shall be
determined by converting the Foreign Currency or the Specified Amount of each Component Currency
into Dollars at the Market Exchange Rate as of the date of such determination.



     Section
11.12 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 THIS
INDENTURE OR THE NOTES.





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




ARTICLE TWELVE

REDEMPTION OF SECURITIES AND SINKING FUNDS




     Section 12.1 Applicability of Article. The provisions of this Article 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 2.3 for Securities of such Series.



     Section 12.2 Notice of Redemption; Partial Redemptions. Notice of redemption to the
Holders of Securities of any Series 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 11.4, 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.



     The notice of redemption to each such Holder shall identify the Securities to be redeemed
(including “CUSIP” or “ISIN” numbers), specify the date fixed for redemption, the redemption price,
the Place or Places of Payment, that payment will be made upon presentation and surrender of such
Securities, and that, unless otherwise specified in such notice, Coupon Securities, if any,
surrendered for payment must be accompanied by all Coupons maturing subsequent to the redemption
date, failing which the amount of any such missing Coupon or Coupons will be deducted from the sum
due for payment, that such redemption is pursuant to the



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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 and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue and that, if less than all of the Outstanding
Securities of a Series are to be redeemed, the identification and principal amount of the
Securities to be redeemed. If less than all of the Securities of any Series
and to be redeemed, the notice of redemption shall specify the numbers of the Securities of
such Series to be redeemed, and, if only Unregistered Securities of any Series are to be redeemed,
and if such Unregistered Securities may be exchanged for Registered Securities, the last date on
which exchanges of Unregistered Securities for Registered Securities not subject to redemption may
be made. 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 and any Coupons appertaining
thereto, a new Security or Securities of such Series in principal amount equal to the unredeemed
portion thereof with appropriate Coupons 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 and provision of the terms of the notice, by the Trustee in the name and
at the expense of the Company. The Company shall give the Trustee at least 45 days prior written
notice of any redemption and redemption information hereunder.



     Not later than 9:00 a.m., Chicago time, on the redemption date specified in the notice of
redemption given as provided in this Section, 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 3.4) an amount of money in the currency or
currency unit in which the Securities of such Series and any Coupons appertaining thereto are
payable (except as otherwise specified pursuant to Section 2.3 and except as provided in Sections
2.12(b), (e) and (f) of this Indenture) 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 60 days
prior to the date fixed for redemption an Officers’ Certificate stating the aggregate principal
amount of Securities to be redeemed.



     If less than all the Securities of a Series are to be redeemed, the Trustee shall select, in
such manner as it shall deem appropriate,  Securities of such Series to be redeemed in
whole or in part. Securities may be redeemed in part in multiples equal to the minimum authorized
denomination for Securities of such Series or any multiple thereof. 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. 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.



     Section 12.3 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



60









 







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
and, except as provided in Sections 6.5 and 10.4, 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; provided
that any semiannual payment of interest on Registered Securities becoming due on the date fixed for
redemption 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 2.4 hereof.



     If any Coupon Security surrendered for redemption shall not be accompanied by all appurtenant
Coupons maturing on or after the date fixed for redemption, such Security may be paid after
deducting from the redemption price an amount equal to the face amount of all such missing Coupons
or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee, if
there be furnished to them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying
Agent any missing Coupon in respect of which a deduction shall have been made from the redemption
price, such Holder shall be entitled to receive the amount so deducted; provided, however, that,
unless otherwise provided pursuant to Section 2.3, interest represented by Coupons shall be payable
only upon presentation and surrender of those Coupons at an office or agency located outside of the
United States.



     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 and the Coupons appertaining thereto,
the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the
Holder thereof, at the expense of the Company, a new Security or Securities and the Coupons
appertaining thereto, of authorized denominations, in principal amount equal to the unredeemed
portion of the Security so presented.



     Section 12.4 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 40 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
such written statement directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company.



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     Section 12.5 Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of
any Series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess
of such minimum amount provided for by the terms of Securities of any Series is herein referred to
as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is
herein referred to as the “sinking fund payment date”.



     In lieu of making all or any part of any mandatory sinking fund payment with respect to any
Series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities
of such Series (together with the unmatured Coupons, if any, appertaining thereto) 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) receive credit for optional sinking fund
payments (not previously so credited) made pursuant to this Section, or (c) 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 sixtieth 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 11.5) signed by an authorized officer of the Company (a) specifying
the portion of the mandatory sinking fund payment to be satisfied by payment of cash in the
currency or currency unit in which the Securities of such Series and Coupons, if any, appertaining
thereto are payable (except as otherwise specified pursuant to Section 2.3 for the Securities of
such Series and except as provided in Section 2.12(b), (e) and (f) hereof), and the portion to be
satisfied by credit of Securities of such Series, (b) stating that none of the Securities of such
Series has theretofore been so credited, (c) stating 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, (d) stating 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) specifying 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 as aforesaid which have not theretofore been delivered to the
Trustee shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with such
written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such written
statement shall be irrevocable and upon its receipt by the Trustee the Company shall become
unconditionally obligated to make all the cash payments or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. Failure of the Company, on or before any
such sixtieth 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 cash (in the currency or currency
unit described above) without the option to deliver



62









 







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.



     If the sinking fund payment or payments (mandatory or optional or both) to be made in cash (in
the currency or currency unit described above) on the next succeeding sinking fund payment date
plus any unused balance of any preceding sinking fund payments made in cash shall exceed $100,000,
or the equivalent in the currency or currency unit in which the Securities of such Series are
payable (or a lesser sum if the Company shall so request) with respect to the Securities of any
particular Series, such cash 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 the
equivalent in the currency or currency unit in which the Securities of such Series are payable, or
less and the Company makes no such request then it shall be carried over until a sum in excess of
$100,000, or the equivalent in the currency or currency unit in which the Securities of such Series
are payable, is available. The Trustee shall select, in the manner provided in Section 12.2, for
redemption on such sinking fund payment date a sufficient principal amount of Securities of such
Series to absorb said cash, as nearly as may be possible, and shall (if requested in writing by the
Company) inform the Company of the serial numbers of the Securities of such Series (or portions
thereof) so selected. Securities of any Series which are identified by registration and
certificate number in an Officers’ Certificate at least 60 days prior to the sinking fund payment
date as being beneficially owned by, and not pledged or hypothecated by, the Company or an entity
directly or indirectly controlling or controlled by or under direct or indirect common control with
the Company shall be excluded from Securities of such Series eligible for selection for redemption.
The Trustee, in the name and at the expense of the Company after the
Company provides the Trustee of the redemption information (or the Company, if it shall so notify
the Trustee in writing) shall cause notice of redemption of the Securities of such Series to be
given in substantially the manner provided in Section 12.2 (and with the effect provided in Section
12.3) for the redemption of Securities of such Series in part at the option of the Company. 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 cash sinking fund payment for such Series and, together with
such payment, shall be applied in accordance with the provisions of this Section. Any and all
sinking fund moneys held on the stated maturity date of the Securities of any particular Series (or
earlier, if such maturity is accelerated), which are not held for the payment or redemption of
particular Securities of such Series shall be applied, together with other moneys, if necessary,
sufficient for the purpose, to the payment of the principal of, and interest on, the Securities of
such Series at maturity.



     The Trustee shall not convert any currency or currency unit in which the Securities of such
Series are payable for the purposes of such sinking fund application unless specifically requested
to do so by the Company, and any such conversion agreed to by the Trustee in response to such
request shall be for the account and at the expense of the Company and shall not affect the
Company’s obligation to pay the Holders in the currency or currency unit to which such Holder may
be entitled.



     Not later than 9:00 a.m., Chicago time, on the sinking fund payment date, the Company shall
have paid to the Trustee in cash (in the currency or currency unit described in the third paragraph
of this Section 12.5) or shall otherwise provide for the payment of all interest accrued



63









 







to the
date fixed for redemption on Securities to be redeemed on the next following sinking fund payment
date.



     The Trustee shall not redeem or cause to be redeemed any Securities of a Series with sinking
fund moneys 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 shall theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Company a sum sufficient for such
redemption. Except as aforesaid, any moneys in the sinking fund for such Series at the time when
any such default or Event of Default shall occur, and any moneys thereafter paid into the sinking
fund, shall, during the continuance of such default or Event of Default, be deemed to have been
collected under Article Five and held for the payment of all such Securities. In case such Event
of Default shall have been waived as provided in Section 5.10 or the default cured on or before the
sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be
applied on the next succeeding sinking fund payment date in accordance with this Section to the
redemption of such Securities.



     Section 12.6 Repayment at the Option of the Holders. Securities of any Series which
are repayable at the option of the Holders thereof 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 10.1, 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 directive that such Securities be cancelled.



ARTICLE THIRTEEN

HOLDERS’ MEETINGS




     Section 13.1 Purposes of Meetings. A meeting of Holders of Securities of any or all
Series may be called at any time and from time to time pursuant to the provisions of this Article
Thirteen for any of the following purposes:



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



     (b) to remove the Trustee for such Series and nominate a successor Trustee pursuant to the
provisions of Article Six;



     (c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to
the provisions of Section 8.2; and



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



     Section 13.2 Call of Meetings by Trustee. The Trustee for the Securities of any
Series may at any time call a meeting of Holders of Securities of such Series to take any action
specified in Section 13.1, to be held at such time and at such place in the City of Chicago, or
such other Place of Payment as the Trustee for such Series shall determine. Notice of every
meeting of the Holders of Securities of any Series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting, shall be given to
Holders of Securities of such Series in the manner and to the extent provided in Section 11.4.
Such notice shall be given not less than 20 nor more than 90 days prior to the date fixed for the
meeting.



     Section 13.3 Call of Meetings by Company or Holders. In case at any time the Company,
pursuant to a resolution of its Board of Directors, or the Holders of at least 10% in aggregate
principal amount of the Outstanding Securities of any or all Series, as the case may be, shall have
requested the Trustee for such Series to call a meeting of Holders of Securities of any or all
Series, as the case may be, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee for such Series shall not have given the
notice of such meeting within 20 days after receipt of such request, then the Company or such
Holders may determine the time and the place in the City of Chicago or such other Place of Payment
for such meeting and may call such meeting to take any action authorized in Section 13.1, by giving
notice thereof as provided in Section 13.2.



     Section 13.4 Qualifications for Voting. To be entitled to vote at any meeting of
Holders, a person shall be (a) a Holder of one or more Securities with respect to which such
meeting is being held or (b) a person appointed by an instrument in writing as proxy by such
Holder. The only persons who shall be entitled to be present or to speak at any meeting of Holders
shall be the persons entitled to vote at such meeting and their counsel and any representatives of
the Trustee for the Securities of the Series with respect to which such meeting is being held and
its counsel and any representatives of the Company and its counsel.



     Section 13.5 Regulations. Notwithstanding any other provisions of this Indenture, the
Trustee for the Securities of any Series may make such reasonable regulations as it may deem
advisable for any meeting of Holders of the Securities of such Series, in regard to proof of the
holding of Securities of such Series and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters concerning the conduct
of the meeting as it shall think fit.



     The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting,
unless the meeting shall have been called by the Company or by Holders of the Securities of such
Series as provided in Section 13.3, in which case the Company or the Holders calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by majority vote of the meeting.



65









 





     Subject to Section 7.4, at any meeting each Holder of Securities with respect to which such
meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 (or the
equivalent in the currency or currency unit in which such Securities are denominated, as determined
pursuant to Section 11.11) principal amount (in the case of the Original Issue Discount Securities,
such principal amount to be determined as provided in Section 11.11) of Securities held or
represented by him. However, no vote shall be cast or counted at any meeting in respect of any
such Security challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of the
Securities of such Series held by him or instruments in writing aforesaid duly designating him as
the person to vote on behalf of other Holders of such Series. At any meeting of Holders, the
presence of persons holding or representing Securities with respect to which such meeting is being
held in an aggregate principal amount sufficient to take action on the business for the transaction
of which such meeting was called shall constitute a quorum, but, if less than a quorum is present,
the persons holding or representing a majority in aggregate principal amount of such Securities
represented at the meeting may adjourn such meeting with the same effect, for all intents and
purposes, as though a quorum had been present. Any meeting of Holders of Securities with respect
to which a meeting was duly called pursuant to the provisions of Section 13.2 or Section 13.3 may
be adjourned from time to time by a majority of such Holders present, whether or not constituting a
quorum, and the meeting may be held as so adjourned without further notice.



     Section 13.6 Voting. The vote upon any resolution submitted to any meeting of Holders
of Securities with respect to which such meeting is being held shall be by written ballots on which
shall be subscribed the signatures of such Holders or of their representatives by proxy and the
serial number or numbers of the Securities held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for
or against any resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of
the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and
there shall be attached to such record the original reports of the inspectors of votes on any vote
by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that such notice was given in the manner and
to the extent provided in Section 11.4. The record shall show the serial numbers of the Securities
voting in favor of or against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to be preserved by the Trustee.



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



     Section 13.7 No Delay of Rights by Meeting. Nothing in this Article Thirteen shall be
deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any
rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the
exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders under
any of the provisions of this Indenture or of the Securities of any Series.



66









 





[signature page follows]




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



	 	 	 	 	 	 	 
	 	 	KELLOGG COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON	 	 
	 	 	     TRUST COMPANY, N.A., as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 







67