Exhibit 4.3


	
 

	
 

	
 


	
 


	
MAKO SURGICAL CORP.


	
 


	
TO


	
 

	
 

	
 


	
 

	
 

	
 


	
Trustee


	
 


	
FORM OF INDENTURE


	
 


	
Dated as of _________________, ____


	
 


	
Debt Securities


















	
 


	
MAKO SURGICAL CORP.


	
 


	
Reconciliation and tie between Trust
 Indenture Act of 1939 and


	
Indenture, dated as of ________________,
 _____








	
 

	
 

	
 

	
 


	
ss.310(a)(1)

	
 

	
609

	
 


	
(a)(2)

	
 

	
609

	
 


	
(a)(3)

	
 

	
Not Applicable

	
 


	
(a)(4)

	
 

	
Not Applicable

	
 


	
(a)(5)

	
 

	
609

	
 


	
(b)

	
 

	
608, 610

	
 


	
(c)

	
 

	
Not Applicable

	
 


	
ss.311(a)

	
 

	
613

	
 


	
(b)

	
 

	
613

	
 


	
ss.312(a)

	
 

	
701, 702(a)

	
 


	
(b)

	
 

	
702(b)

	
 


	
(c)

	
 

	
702(c)

	
 


	
ss.313(a)

	
 

	
703(a)

	
 


	
(b)

	
 

	
703(a)

	
 


	
(c)

	
 

	
703(a)

	
 


	
(d)

	
 

	
703(b)

	
 


	
ss.314(a)

	
 

	
704, 1008

	
 


	
(b)

	
 

	
Not Applicable

	
 


	
(c)(1)

	
 

	
102

	
 


	
(c)(2)

	
 

	
102

	
 


	
(c)(3)

	
 

	
Not Applicable

	
 


	
(d)

	
 

	
Not Applicable

	
 


	
(e)

	
 

	
102

	
 


	
ss.315(a)

	
 

	
601

	
 


	
(b)

	
 

	
602

	
 


	
(c)

	
 

	
601

	
 


	
(d)

	
 

	
601

	
 


	
(e)

	
 

	
514

	
 


	
ss.316(a)

	
 

	
101

	
 


	
(a)(1)(A)

	
 

	
104(h), 502, 512

	
 


	
(a)(1)(B)

	
 

	
104(h), 513

	
 


	
(a)(2)

	
 

	
Not Applicable

	
 


	
(b)

	
 

	
508

	
 


	
(c)

	
 

	
104(h)

	
 


	
ss.317(a)(1)

	
 

	
503

	
 


	
(a)(2)

	
 

	
504

	
 


	
(b)

	
 

	
1003

	
 


	
ss.318(a)

	
 

	
107

	
 


	
(c)

	
 

	
107

	
 





Note: This reconciliation and tie shall not,
for any

purpose, be deemed to be part of the Indenture.


- i -









TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page



	
 

	
 

	
 


	
ARTICLE ONE
 Definitions and Other Provisions of General Application

	
 

	
1


	
Section 101.

	
 

	
Definitions

	
 

	
1


	
Section 102.

	
 

	
Compliance
 Certificates and Opinions

	
 

	
7


	
Section 103.

	
 

	
Form of
 Documents Delivered to Trustee

	
 

	
8


	
Section 104.

	
 

	
Acts of
 Holders

	
 

	
9


	
Section 105.

	
 

	
Notices,
 etc., to Trustee and Company

	
 

	
11


	
Section 106.

	
 

	
Notice to
 Holders; Waiver

	
 

	
11


	
Section 107.

	
 

	
Conflict
 with Trust Indenture Act

	
 

	
12


	
Section 108.

	
 

	
Effect of Headings
 and Table of Contents

	
 

	
12


	
Section 109.

	
 

	
Successors
 and Assigns

	
 

	
12


	
Section 110.

	
 

	
Separability
 Clause

	
 

	
13


	
Section 111.

	
 

	
Benefits of
 Indenture

	
 

	
13


	
Section 112.

	
 

	
Governing
 Law; Waiver of Jury Trial

	
 

	
13


	
Section 113.

	
 

	
Legal
 Holidays

	
 

	
13


	
Section 114.

	
 

	
Exemption
 from Individual Liability

	
 

	
13


	
Section 115.

	
 

	
Counterparts

	
 

	
14


	
 

	
 

	
 

	
 

	
 


	
ARTICLE TWO
 Debt Security Forms

	
 

	
14


	
Section 201.

	
 

	
Forms
 Generally

	
 

	
14


	
Section 202.

	
 

	
Form of
 Trustee’s Certificate of Authentication

	
 

	
14


	
Section 203.

	
 

	
Debt Securities
 in Global Form

	
 

	
15


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
 THREE The Debt Securities

	
 

	
15


	
Section 301.

	
 

	
Amount
 Unlimited; Issuance in Series

	
 

	
15


	
Section 302.

	
 

	
Denominations

	
 

	
18


	
Section 303.

	
 

	
Execution,
 Authentication, Delivery and Dating

	
 

	
18


	
Section 304.

	
 

	
Temporary Debt
 Securities

	
 

	
21


	
Section 305.

	
 

	
Registration;
 Registration of Transfer and Exchange

	
 

	
22


	
Section 306.

	
 

	
Mutilated,
 Destroyed, Lost and Stolen Debt Securities

	
 

	
26


	
Section 307.

	
 

	
Payment of
 Interest; Interest Rights Preserved

	
 

	
27


	
Section 308.

	
 

	
Persons Deemed
 Owners

	
 

	
28


	
Section 309.

	
 

	
Cancellation

	
 

	
29


	
Section 310.

	
 

	
Computation
 of Interest

	
 

	
29


	
Section 311.

	
 

	
Certification
 by a Person Entitled to Delivery of a Bearer Security

	
 

	
29


	
Section 312.

	
 

	
Judgments

	
 

	
29


	
Section 313.

	
 

	
CUSIP
 Numbers

	
 

	
30


	
 

	
 

	
 

	
 

	
 


	
ARTICLE FOUR
 Satisfaction and Discharge

	
 

	
30


	
Section 401.

	
 

	
Satisfaction
 and Discharge of Indenture

	
 

	
30


	
Section 402.

	
 

	
Application
 of Trust Money and Government Obligations

	
 

	
31


	
Section 403.

	
 

	
Satisfaction,
 Discharge and Defeasance of Debt Securities of any Series

	
 

	
32


	
 

	
 

	
 

	
 

	
 


	
ARTICLE FIVE
 Remedies

	
 

	
34





- ii -









	
 

	
 

	
 

	
 

	
 


	
Section 501.

	
 

	
Events of
 Default

	
 

	
34


	
Section 502.

	
 

	
Acceleration
 of Maturity; Rescission and Annulment

	
 

	
35


	
Section 503.

	
 

	
Collection
 of Indebtedness and Suits for Enforcement by Trustee

	
 

	
36


	
Section 504.

	
 

	
Trustee May
 File Proofs of Claim

	
 

	
36


	
Section 505.

	
 

	
Trustee May
 Enforce Claims without Possession of Debt Securities or Coupons

	
 

	
37


	
Section 506.

	
 

	
Application
 of Money Collected

	
 

	
37


	
Section 507.

	
 

	
Limitation
 on Suits

	
 

	
38


	
Section 508.

	
 

	
Unconditional
 Right of Holders to Receive Principal, Premium and Interest

	
 

	
38


	
Section 509.

	
 

	
Restoration
 of Rights and Remedies

	
 

	
38


	
Section 510.

	
 

	
Rights and
 Remedies Cumulative

	
 

	
39


	
Section 511.

	
 

	
Delay or
 Omission Not Waiver

	
 

	
39


	
Section 512.

	
 

	
Control by
 Holders of Debt Securities

	
 

	
39


	
Section 513.

	
 

	
Waiver of
 Past Defaults

	
 

	
39


	
Section 514.

	
 

	
Undertaking
 for Costs

	
 

	
40


	
Section 515.

	
 

	
Waiver of
 Stay or Extension Laws

	
 

	
40


	
 

	
 

	
 

	
 

	
 


	
ARTICLE SIX
 The Trustee

	
 

	
40


	
Section 601.

	
 

	
Certain
 Duties and Responsibilities

	
 

	
40


	
Section 602.

	
 

	
Notice of
 Default

	
 

	
41


	
Section 603.

	
 

	
Certain
 Rights of Trustee

	
 

	
42


	
Section 604.

	
 

	
Not
 Responsible for Recitals or Issuance of Debt Securities

	
 

	
43


	
Section 605.

	
 

	
May Hold
 Debt Securities or Coupons

	
 

	
43


	
Section 606.

	
 

	
Money Held
 in Trust

	
 

	
44


	
Section 607.

	
 

	
Compensation
 and Reimbursement

	
 

	
44


	
Section 608.

	
 

	
Disqualification;
 Conflicting Interests

	
 

	
45


	
Section 609.

	
 

	
Corporate
 Trustee Required; Eligibility

	
 

	
45


	
Section 610.

	
 

	
Resignation
 and Removal; Appointment of Successor

	
 

	
45


	
Section 611.

	
 

	
Acceptance
 of Appointment by Successor

	
 

	
47


	
Section 612.

	
 

	
Merger,
 Conversion, Consolidation or Succession to Business

	
 

	
48


	
Section 613.

	
 

	
Preferential
 Collection of Claims Against Company

	
 

	
48


	
Section 614.

	
 

	
Authenticating
 Agent

	
 

	
49


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
 SEVEN Holders’ Lists and Reports By Trustee and Company

	
 

	
50


	
Section 701.

	
 

	
Company to
 Furnish Trustee Names and Addresses of Holders

	
 

	
50


	
Section 702.

	
 

	
Preservation
 of Information; Communications to Holders

	
 

	
50


	
Section 703.

	
 

	
Reports by
 Trustee

	
 

	
51


	
Section 704.

	
 

	
Reports by
 Company

	
 

	
51


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
 EIGHT Consolidation, Merger, Conveyance, Transfer or Lease

	
 

	
51


	
Section 801.

	
 

	
Company May
 Consolidate, etc. Only on Certain Terms

	
 

	
51


	
Section 802.

	
 

	
Successor
 Corporation Substituted

	
 

	
52


	
Section 803.

	
 

	
Conveyance
 or Transfer to a Wholly-owned Subsidiary

	
 

	
52


	
 

	
 

	
 

	
 

	
 


	
ARTICLE NINE
 Supplemental Indentures

	
 

	
53


	
Section 901.

	
 

	
Supplemental
 Indentures without Consent of Holders

	
 

	
53


	
Section 902.

	
 

	
Supplemental
 Indentures with Consent of Holders

	
 

	
54


	
Section 903.

	
 

	
Execution of
 Supplemental Indentures

	
 

	
55





- iii -









	
 

	
 

	
 

	
 

	
 


	
Section 904.

	
 

	
Effect of
 Supplemental Indentures

	
 

	
55


	
Section 905.

	
 

	
Conformity
 with Trust Indenture Act

	
 

	
55


	
Section 906.

	
 

	
Reference in
 Debt Securities to Supplemental Indentures

	
 

	
55


	
 

	
 

	
 

	
 

	
 


	
ARTICLE TEN
 Covenants

	
 

	
56


	
Section 1001.

	
 

	
Payment of
 Principal, Premium and Interest

	
 

	
56


	
Section 1002.

	
 

	
Maintenance
 of Office or Agency

	
 

	
56


	
Section 1003.

	
 

	
Money for
 Debt Securities Payments to Be Held in Trust

	
 

	
57


	
Section 1004.

	
 

	
Corporate
 Existence

	
 

	
58


	
Section 1005.

	
 

	
Maintenance
 of Properties

	
 

	
58


	
Section 1006.

	
 

	
Payment of
 Additional Amounts

	
 

	
59


	
Section 1007.

	
 

	
Payment of
 Taxes

	
 

	
59


	
Section 1008.

	
 

	
Officer’s
 Certificate as to Compliance

	
 

	
59


	
Section 1009.

	
 

	
Statement by
 Officers as to Default

	
 

	
60


	
Section 1010.

	
 

	
Waiver of
 Certain Covenants

	
 

	
60


	
Section 1011.

	
 

	
Calculation
 of Original Issue Discount

	
 

	
60


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
 ELEVEN Redemption of Debt Securities

	
 

	
60


	
Section 1101.

	
 

	
Applicability
 of Article

	
 

	
60


	
Section 1102.

	
 

	
Election to
 Redeem; Notice to Trustee

	
 

	
60


	
Section 1103.

	
 

	
Selection by
 Trustee of Debt Securities to be Redeemed

	
 

	
61


	
Section 1104.

	
 

	
Notice of
 Redemption

	
 

	
61


	
Section 1105.

	
 

	
Deposit of
 Redemption Price

	
 

	
62


	
Section 1106.

	
 

	
Debt
 Securities Payable on Redemption Date

	
 

	
62


	
Section 1107.

	
 

	
Debt
 Securities Redeemed in Part

	
 

	
63


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
 TWELVE Sinking Funds

	
 

	
63


	
Section 1201.

	
 

	
Applicability
 of Article

	
 

	
63


	
Section 1202.

	
 

	
Satisfaction
 of Sinking Fund Payments with Debt Securities

	
 

	
64


	
Section 1203.

	
 

	
Redemption
 of Debt Securities for Sinking Fund

	
 

	
64


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
 THIRTEEN Repayment at the Option of Holders

	
 

	
65


	
Section 1301.

	
 

	
Applicability
 of Article

	
 

	
65


	
Section 1302.

	
 

	
Repayment of
 Debt Securities

	
 

	
65


	
Section 1303.

	
 

	
Exercise of
 Option; Notice

	
 

	
65


	
Section 1304.

	
 

	
Election of
 Repayment by Remarketing Entities

	
 

	
66


	
Section 1305.

	
 

	
Securities
 Payable on the Repayment Date

	
 

	
66


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
 FOURTEEN Meetings of Holders of Debt Securities

	
 

	
67


	
Section 1401.

	
 

	
Purposes for
 Which Meetings May Be Called

	
 

	
67


	
Section 1402.

	
 

	
Call, Notice
 and Place of Meetings

	
 

	
67


	
Section 1403.

	
 

	
Persons
 Entitled to Vote at Meetings

	
 

	
67


	
Section 1404.

	
 

	
Quorum;
 Action

	
 

	
67


	
Section 1405.

	
 

	
Determination
 of Voting Rights; Conduct and Adjournment of Meetings

	
 

	
68


	
Section 1406.

	
 

	
Counting
 Votes and Recording Action of Meetings

	
 

	
69


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
 FIFTEEN Defeasance

	
 

	
69


	
Section 1501.

	
 

	
Termination
 of Company’s Obligations

	
 

	
69





- iv -









	
 

	
 

	
 

	
 

	
 


	
Section 1502.

	
 

	
Repayment to
 Company

	
 

	
70


	
Section 1503.

	
 

	
Indemnity
 for Government Obligations

	
 

	
71












- v -










          INDENTURE
(the “Indenture”) dated as of ________________, _____, between MAKO
SURGICAL CORP., a Delaware corporation (hereinafter called the
“Company”), having its principal place of business at 2555 Davie Road, Fort
Lauderdale, Florida 33317, and _____________, a __________________ (hereinafter
called the “Trustee”).


RECITALS OF THE COMPANY


          The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its debentures, notes, bonds and
other evidences of indebtedness (herein called the “Debt Securities”).


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


          NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


          For
and in consideration of the premises and the purchase of the Debt Securities of
any series created and issued on or after the date hereof by the Holders
thereof, it is mutually covenanted and agreed, for the benefit of all Holders
of such Debt Securities or of any such series, as follows:


ARTICLE ONE


Definitions and Other Provisions of General
Application


          Section
101.     Definitions.


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


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


                    (2)          all
other terms used herein which are defined in the Trust Indenture Act or by
Commission rule or regulation under the Trust Indenture Act, either directly or
by reference therein, as in force at the date as of which this instrument was
executed, except as provided in Section 905, have the meanings assigned to
them therein;


                    (3)          all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP; and


                    (4)          the
words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision.


          Certain
terms, used principally in Article Six, are defined in that Article.


          “Act”
when used with respect to any Holder has the meaning specified in
Section 104.









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


          “Authenticating
Agent” means any Person authorized by the Trustee to act on behalf of the
Trustee to authenticate Debt Securities.


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


          “Bearer
Security” means any Debt Security established pursuant to Section 201
which is payable to bearer including, without limitation, unless the context
otherwise indicates, a Debt Security in global bearer form.


          “Board
of Directors” means either the board of directors of the Company, or the
executive or any other committee of that board duly authorized to act in
respect hereof.


          “Board
Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee. Where any provision of this Indenture refers to
action to be taken pursuant to a Board Resolution (including the establishment
of any series of the Debt Securities and the forms and terms thereof), such
action may be taken by any committee of the Board of the Company or any officer
or employee of the Company authorized to take such action by a Board
Resolution.


          “Business
Day”, when used with respect to any Place of Payment, means any day which is
not a Saturday or Sunday and which is not a legal holiday or a day on which
banking institutions or trust companies in that Place of Payment are authorized
or obligated by law or executive order to close.


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


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


- 2 -









          “Company
Request” and “Company Order” mean, respectively, except as otherwise provided
in this Indenture, a written request or order signed in the name of the Company
by the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive
Officer, the President, a Vice President (any references to a Vice President of
the Company herein shall be deemed to include any Vice President of the Company
whether or not designated by a number or word or words added before or after
the title “Vice President”), the Treasurer, an Assistant Treasurer, the
Controller, an Assistant Controller, the Secretary or an Assistant Secretary of
the Company or by another officer of the Company duly authorized to sign by a
Board Resolution, and delivered to the Trustee. 


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


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


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


          “Debt”
means notes, bonds, debentures or other similar evidences of indebtedness for
money borrowed.


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


          “Defaulted
Interest” has the meaning specified in Section 307.


          “Depositary”
means, with respect to the Debt Securities of any series issuable or issued in
the form of a Global Security, the Person designated as Depositary by the
Company pursuant to Section 301 until a successor Depositary shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Depositary” shall mean or include each person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
“Depositary” as used with respect to the Debt Securities of any such series
shall mean the Depositary with respect to the Debt Securities of that series.


          “Designated
Currency” has the meaning specified in Section 312.


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


          “Euro”
means the single currency of the European Monetary Union as defined under EC
Regulation 1103/97 adopted under Article 235 of the EU Treaty and under EC
Regulation 974/98 adopted under Article 109l(4) of the EU Treaty or under
any successor European legislation from time to time.


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


          “Event
of Default” has the meaning specified in Section 501.


          “Exchange
Rate” shall have the meaning specified as contemplated in Section 301.


- 3 -









          “Exchange
Rate Agent” shall have the meaning specified as contemplated in Section 301.


          “Exchange
Rate Officer’s Certificate”, with respect to any date for the payment of
principal of (and premium, if any) and interest on any series of Debt
Securities, means a certificate setting forth the applicable Exchange Rate and
the amounts payable in Dollars and Foreign Currencies in respect of the
principal of (and premium, if any) and interest on Debt Securities
denominated in Euro, any other composite currency or Foreign Currency, and
signed by the Chairman of the Board, a Vice Chairman of the Board, the Chief
Executive Officer, the President, a Vice President, the Treasurer, an Assistant
Treasurer or the Controller of the Company or the Exchange Rate Agent appointed
pursuant to Section 301, and delivered to the Trustee.


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


          “GAAP”
means, as of the date of any determination with respect thereto, generally
accepted accounting principles as used by the Financial Accounting Standards
Board and/or the American Institute of Certified Public Accountants,
consistently applied and maintained throughout the periods indicated.


          “Global
Exchange Agent” has the meaning specified in Section 304.


          “Global
Exchange Date” has the meaning specified in Section 304.


          “Global
Security” means a Debt Security issued to evidence all or part of a series of
Debt Securities in accordance with Section 303.


          “Government
Obligations” means, in respect of any series of Debt Securities, securities of
(i) the government which issued the currency in which Debt Securities of
such series are denominated and/or in which interest is payable on the Debt
Securities of such series or (ii) government agencies backed by the full
faith and credit of such government.


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


          “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented, amended or restated by or pursuant to one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and, unless the context otherwise requires, shall include the terms of a
particular series of Debt Securities established as contemplated by
Section 301.


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


          “Interest
Payment Date”, with respect to any Debt Security, means the Stated Maturity of
an installment of interest on such Debt Security.


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


- 4 -









          “Officers’
Certificate” means a certificate signed by the Chairman of the Board, a Vice
Chairman of the Board, the Chief Executive Officer, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Controller, an
Assistant Controller, the Secretary or an Assistant Secretary of the Company,
and delivered to the Trustee.


          “Opinion
of Counsel” means a written opinion of counsel, who may (except as otherwise
expressly provided in this Indenture) be an employee of or counsel for the
Company, or who may be other counsel, which is delivered to the Trustee.


          “Original
Issue Discount Security” means any Debt Security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 502.


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


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


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


                    (iii)        Debt
Securities in exchange for or in lieu of which other Debt Securities have been
authenticated and delivered, or which have been paid, pursuant to this
Indenture; provided, however, that in determining whether the Holders of the
requisite principal amount of Debt Securities Outstanding have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Debt Securities owned by the Company or any other obligor upon the Debt
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon such request, demand,
authorization, direction, notice, consent or waiver, only Debt Securities which
a Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Debt 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 Debt Securities
and that the pledgee is not the Company or any other obligor upon the Debt
Securities or any Affiliate of the Company or of such other obligor.


          “Paying
Agent” means any Person authorized by the Company to pay the principal of (and
premium, if any) or interest on any Debt Securities on behalf of the
Company.


- 5 -









          “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 Debt Securities of any series means
any place where the principal of (and premium, if any) and interest on the
Debt Securities of that series are payable as specified as contemplated by
Section 301.


          “Predecessor
Security” of any particular Debt Security means every previous Debt Security
evidencing all or a portion of the same debt as that evidenced by such
particular Debt Security; and, for the purposes of this definition, any Debt
Security authenticated and delivered under Section 306 in lieu of a lost,
destroyed or stolen Debt Security shall be deemed to evidence the same debt as
the lost, destroyed or stolen Debt Security.


          “Preferred
Stock”, as applied to the capital stock of any corporation, means stock of any
class or classes (however designated) which is preferred as to the payment
of dividends, or as to the distribution of assets on any voluntary or
involuntary liquidation or dissolution of such corporation, over shares of
stock of any other class of such corporation.


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


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


          “Registered
Security” means any Debt Security in the form of Registered Securities
established pursuant to Section 201 which is registered in the Security
Register.


          “Regular
Record Date” for the interest payable on any Interest Payment Date on the
Registered Securities of any series means the date specified for that purpose
as contemplated by Section 301.


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


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


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


          “Responsible
Officer” when used with respect to the Trustee, means any officer within the
corporate trust department of the Trustee, including any vice president,
assistant vice president, assistant secretary, assistant treasurer, trust
officer or any other officer of the Trustee who customarily performs functions
similar to those performed by the Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of such person’s knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.


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          “Security
Register” and “Security Registrar” have the respective meanings specified in
Section 305.


          “Special
Record Date” for the payment of any Defaulted Interest means a date fixed by
the Trustee pursuant to Section 307.


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


          “Subsidiary”
means any corporation more than 50% of the outstanding shares of Voting Stock,
except for directors’ qualifying shares, of which shall at the time be owned,
directly or indirectly, by the Company or by one or more of the Subsidiaries,
or by the Company and one or more other Subsidiaries.


          “Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as
of which this instrument was executed, except as provided in Section 905.


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


          “United
States” means the United States of America (including the District of
Columbia) and its possessions.


          “United
States Alien” means any Person who, for United States Federal income tax
purposes, is a foreign corporation, a non-resident alien individual, a
non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or
a non-resident alien fiduciary of a foreign estate or trust.


          “Voting
Stock”, as applied to the stock (or the equivalent thereof) of any
corporation, means stock (or the equivalent thereof) of any class or
classes, however designated, entitled in the ordinary course to vote in an
election of directors of such corporation, other than stock (or such
equivalent) having such power only by reason of the happening of a
contingency.


          “Wholly-owned
Subsidiary” means any Subsidiary all the outstanding capital stock of which,
other than directors’ qualifying shares, is owned by the Company and its other
Wholly-owned Subsidiaries.


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          Section
102.     Compliance Certificates and Opinions.


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


          Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:


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


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


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


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


          Section
103.     Form of Documents Delivered to Trustee.


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


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


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


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          Section
104.     Acts of Holders.


                    (a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by an agent duly appointed in writing. If Debt
Securities of a series are issuable in whole or in part as Bearer Securities,
any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may,
alternatively, be embodied in and evidenced by the record of Holders of Debt
Securities voting in favor thereof, either in person or by proxies duly
appointed in writing, at any meeting of Holders of Debt Securities duly called
and held in accordance with the provisions of Article Fourteen, or a combination
of such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee, and, where it is
hereby expressly required, to the Company. Such instrument or instruments and
any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments and so voting at any such meeting. Proof
of execution of any such instrument or of a writing appointing any such agent,
or the holding by any Person of a Debt Security, shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section. The record of any meeting of Holders of Debt Securities shall be
proved in the manner provided in Section 1406.


                    (b)          The
fact and date of the execution by any Person of any such instrument or writing
may be proved in any manner which the Trustee deems sufficient.


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


                    (d)          The
principal amount and serial numbers of Bearer Securities held by any Person,
and the date of holding the same, may be proved by the production of such
Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities in the amount and with the serial
numbers therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or
affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(1) another certificate or affidavit bearing a later date issued in
respect of the same Bearer Security is produced, or (2) such Bearer
Security is produced to the Trustee by some other person, or (3) such
Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding.


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


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


                    (g)          For
purposes of determining the principal amount of Outstanding Debt Securities of
any series the Holders of which are required, requested or permitted to give
any request, demand, authorization, direction, notice, consent, waiver or take
any other Act under this Indenture, (i) each Original Issue Discount
Security shall be deemed to have the principal amount determined by the Trustee
that could be declared to be due and payable pursuant to the terms of such
Original Issue Discount Security as of the date there is delivered to the
Trustee and, where it is hereby expressly required, to the Company, such Act by
Holders of the required aggregate principal amount of the Outstanding Debt
Securities of such series and (ii) each Debt Security denominated in a
Foreign Currency or composite currency shall be deemed to have the principal
amount determined by the Exchange Rate Agent by converting the principal amount
of such Debt Security in the currency in which such Debt Security is
denominated into Dollars at the Exchange Rate as of the date such Act is
delivered to the Trustee and, where it is hereby expressly required, to the
Company, by Holders of the required aggregate principal amount of the
Outstanding Debt Securities of such series.


                    (h)          The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Debt Securities of any series entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Debt Securities of such series, provided that the Company may not
set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Debt Securities of the relevant
series on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date (as defined below) by Holders
of the requisite principal amount of Outstanding Debt Securities of such series
on such record date. Nothing in this paragraph shall be construed to prevent
the Company from setting a new record date for any action for which a record
date has previously been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Debt Securities of the relevant series on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Debt Securities of the
relevant series in the manner set forth in Section 106.


- 10 -









          The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Debt Securities of any series entitled to join in the
giving or making of (i) any notice of an Event of Default, (ii) any
declaration of acceleration referred to in Section 502, (iii) any
request to institute proceedings referred to in Section 507(2), or
(iv) any direction referred to in Section 512, in each case with
respect to Debt Securities of such series. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Debt Securities of such series on
such record date, and no other Holders, shall be entitled to join in such
notice, declaration, request or direction, whether or not such Holders remain
Holders after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Debt Securities of such series
on such record date. Nothing in this paragraph shall be construed to prevent
the Trustee from setting a new record date for any action for which a record
date has previously been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Debt Securities of the relevant series on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Company’s expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Company in writing and to each Holder of Debt Securities of
the relevant series in the manner set forth in Section 106.


          With
respect to any record date set pursuant to this Section, the party hereto which
sets such record dates may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day;
provided that no such change shall be effective unless notice of the proposed
new Expiration Date is given to the other party hereto in writing, and to each
Holder of Debt Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration
Date is not designated with respect to any record date set pursuant to this
Section, the party hereto which set such record date shall be deemed to have
initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date
as provided in this paragraph.


          Section
105.     Notices, etc., to Trustee and Company.


          Any request,
demand, authorization, direction, notice, consent, waiver or other Act of Holders
or other document provided or permitted by this Indenture to be made upon,
given or furnished to, or filed with,


                    (1)          the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided), if made, given,
furnished or filed in writing (which may be via original or facsimile, with
original to follow promptly thereafter) to or with the Trustee at its
Corporate Trust Office, or


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


          Section
106.     Notice to Holders; Waiver.


          Except
as otherwise expressly provided herein, where this Indenture provides for
notice to Holders of any event, (1) such notice shall be sufficiently
given to Holders of Registered Securities if in writing and mailed, first-class
postage prepaid, to each Holder of a Registered Security affected by such
event, at such Holder’s address as it appears in the Security Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice; and (2) such notice shall be sufficiently
given to Holders of Bearer Securities by publication thereof in an Authorized
Newspaper in The City of New York and, if the Debt Securities of such series
are then listed on any stock exchange outside the United States and such stock
exchange shall so require, in any other required city outside the United States
or, if not practicable, in Europe on a Business Day at least twice, the first
such publication to be not later than the latest date and not earlier than the
earliest date prescribed for the giving of such notice.


- 11 -









          In
case, by reason of the suspension of or irregularities in regular mail service
or for any other reason, it shall be impossible or impracticable to mail notice
of any event to Holders of Registered Securities when said notice is required
to be given pursuant to any provision of this Indenture or of the Debt
Securities, 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. In any
case where notice to Holders of Registered Securities is to be given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice by publication to Holders of Bearer
Securities given as provided above.


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


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


          Any
request, demand, authorization, direction, notice, consent, election, waiver or
other Act required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of
the country of publication.


          Section
107.     Conflict with Trust Indenture Act.


          If any
provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control.


          Section
108.     Effect of Headings and Table of Contents.


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


          Section
109.     Successors and Assigns.


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


- 12 -










          Section
110.      Separability Clause. 


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


          Section
111.      Benefits of Indenture. 


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


          Section
112.      Governing Law; Waiver of Jury Trial. 


          This
Indenture and the Debt Securities and any coupons shall be governed by and
construed in accordance with the laws of the State of New York. Each of the
Company and the Trustee hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Indenture, the Debt Securities or
the transaction contemplated hereby. 


          Section
113.      Legal Holidays. 


          In any case
where any Interest Payment Date, Redemption Date, Repayment Date or Stated
Maturity of any Debt Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Debt Securities or any coupons) payment of interest or principal (and premium,
if any) need not be made at such Place of Payment on such date, but may be made
on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date, Redemption Date,
Repayment Date or at the Stated Maturity, and no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date, Repayment Date or Stated Maturity, as the case may be. 


          Section
114.      Exemption from Individual Liability. 


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


- 13 -









          Section
115.      Counterparts. 


          This
Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same Indenture. 


ARTICLE TWO


Debt Security Forms


          Section
201.      Forms Generally. 


          The
Registered Securities, if any, and the Bearer Securities and related coupons,
if any, of each series shall be in substantially the form (including temporary
or permanent global form) as shall be established in or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon, as may be required to comply with the rules of any securities
exchange, or as may, consistently herewith, be determined by the officers
executing such Debt Securities or coupons, as evidenced by their signatures on
the Debt Securities or coupons. If the form of Debt Securities of any series or
coupons (including any such Global Security) is established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company
and delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such Debt
Securities or coupons. 


          Unless
otherwise specified as contemplated by Section 301, Debt Securities in bearer
form other than Debt Securities in temporary or permanent global form shall
have coupons attached. 


          The
definitive Debt 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 Debt Securities, as evidenced
by the execution of such Debt Securities and coupons. 


          Section
202.      Form of Trustee’s Certificate of
Authentication.  


          This is one
of the Debt Securities, of the series designated herein, described in the
within-mentioned Indenture. 


	
 

	
 

	
 

	
 


	
 

	
 

	

 


	
 

	
 

	
as Trustee


	
 

	
 

	
 

	
 


	
Dated:

	
 

	
By

	 

	
 

	
 

	
 

	
Authorized
 Signatory





- 14 -









          Section
203.      Debt Securities in Global Form. 


          If Debt
Securities of a series are issuable in whole or in part in global form, as
specified as contemplated by Section 301, then, notwithstanding clause (10) of
Section 301 and the provisions of Section 302, such Global Security shall
represent such of the outstanding Debt Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Debt Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Debt Securities represented thereby may from
time to time be reduced to reflect exchanges. Any endorsement of a Global
Security to reflect the amount, or any increase or decrease in the amount, of
Outstanding Debt Securities represented thereby shall be made in such manner
and upon instructions given by such Person or Persons as shall be specified
therein or in the Company Order to be delivered to the Trustee pursuant to
Section 303 or Section 304. 


          The
provisions of the last sentence of Section 303(g) shall apply to any Debt
Securities represented by a Debt Security in global form if such Debt Security
was never issued and sold by the Company and the Company delivers to the
Trustee the Debt Security in global form together with written instructions
(which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) with respect to the reduction in the principal amount of Debt
Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 303(g). 


          Global
Securities may be issued in either registered or bearer form and in permanent
form or, in the case of Bearer Securities, either temporary or permanent form. 


ARTICLE THREE


The Debt Securities


          Section
301.     Amount Unlimited; Issuance in Series. 


          The
aggregate principal amount of Debt Securities which may be authenticated and
delivered under this Indenture is unlimited. 


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


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


                    (2)
          the limit, if any,
upon the aggregate principal amount of the Debt Securities of the series which
may be authenticated and delivered under this Indenture (except for Debt
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Debt Securities of the series pursuant to
Section 304, 305, 306, 906, 1107 or 1303 and except for any Debt Securities
which, pursuant to Section 303, are deemed never to have been authenticated and
delivered hereunder); 


- 15 -









                    (3)
          the date or dates
on which the principal and premium, if any, of the Debt Securities of the
series are payable; 


                    (4)
          the rate or rates,
if any, at which the Debt Securities of the series shall bear interest, or the
method or methods by which such rate or rates may be determined, the date or
dates from which such interest shall accrue, the Interest Payment Dates on
which such interest shall be payable, the Regular Record Date for the interest
payable on any Registered Security on any Interest Payment Date and the
circumstances, if any, in which the Company may defer interest payments; 


                    (5)
          the place or places
where, subject to the provisions of Section 1002, the principal of (and
premium, if any) and interest on Debt Securities of the series shall be
payable, any Registered Securities of the series may be surrendered for
registration of transfer, Debt Securities of the series may be surrendered for
exchange and notices and demands to or upon the Company in respect of the Debt
Securities of the series and this Indenture may be served and where notices to
Holders pursuant to Section 106 will be published; 


                    (6)
          if applicable, the
period or periods within which or the date or dates on which, the price or
prices at which and the terms and conditions upon which Debt Securities of the
series may be redeemed, in whole or in part, at the option of the Company; 


                    (7)
          the obligation, if
any, of the Company to redeem, repay or purchase Debt Securities of the series
pursuant to any sinking fund or analogous provisions or at the option of a
Holder thereof and the period or periods within which, the price or prices at
which and the terms and conditions upon which Debt Securities of the series
shall be redeemed, repaid or purchased, in whole or in part, pursuant to such
obligation; 


                    (8)
          whether Debt
Securities of the series are to be issuable as Registered Securities, Bearer
Securities or both, whether Debt Securities of the series are to be issuable
with or without coupons or both and, in the case of Bearer Securities, the date
as of which such Bearer Securities shall be dated if other than the date of
original issuance of the first Debt Security of such series of like tenor and
term to be issued; 


                    (9)
          whether the Debt
Securities of the series shall be issued in whole or in part in the form of a
Global Security or Securities and, in such case, the Depositary and Global
Exchange Agent for such Global Security or Securities, whether such global form
shall be permanent or temporary and, if applicable, the Global Exchange Date; 


                    (10)
        if Debt Securities of the
series are to be issuable initially in the form of a temporary Global Security,
the circumstances under which the temporary Global Security can be exchanged
for definitive Debt Securities and whether the definitive Debt Securities will
be Registered and/or Bearer Securities and will be in global form and whether
interest in respect of any portion of such Global Security payable in respect
of an Interest Payment Date prior to the Global Exchange Date shall be paid to
any clearing organization with respect to a portion of such Global Security
held for its account and, in such event, the terms and conditions (including
any certification requirements) upon which any such interest payment received
by a clearing organization will be credited to the Persons entitled to interest
payable on such Interest Payment Date if other than as provided in this Article
Three; 


- 16 -









                    (11)
        whether, and under what
conditions, additional amounts will be payable to Holders of Debt Securities of
the series pursuant to Section 1006; 


                    (12)
        the denominations in which any
Registered Securities of the series shall be issuable, if other than
denominations of $1,000 and any integral multiple thereof, and the
denominations in which any Bearer Securities of such series shall be issuable,
if other than the denomination of $5,000; 


                    (13)
        if other than the principal
amount thereof, the portion of the principal amount of Debt Securities of the
series which shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 502; 


                    (14)
        the currency or currencies of
denomination of the Debt Securities of any series, which may be in Dollars, any
Foreign Currency or any composite currency, including but not limited to the
Euro, and, if any such currency of denomination is a composite currency other
than the Euro, the agency or organization, if any, responsible for overseeing
such composite currency; 


                    (15)
        the currency or currencies in
which payment of the principal of (and premium, if any) and interest on the
Debt Securities will be made, any other currency or currencies in which payment
of the principal of (and premium, if any) or the interest on Registered
Securities, at the election of each of the Holders thereof, may also be payable
and the periods within which and the terms and conditions upon which such
election is to be made, and the Exchange Rate and Exchange Rate Agent; 


                    (16)
        if the amount of payments of
principal of (and premium, if any) or interest on the Debt Securities of the
series may be determined with reference to an index, the manner in which such
amounts shall be determined; 


                    (17)
        if payments of principal of
(and premium, if any) or interest on the Debt Securities of the series are to
be made in a Foreign Currency other than the currency in which such Debt
Securities are denominated, the manner in which the Exchange Rate with respect
to such payments shall be determined; 


                    (18)
        any Events of Default with
respect to Debt Securities of such series, if not set forth herein and any
Events of Default set forth herein that shall not apply to the Debt Securities
of such series; 


                    (19)
        any other covenant or warranty
included for the benefit of the Debt Securities of the series in addition to
(and not inconsistent with) those set forth herein for the benefit of Debt
Securities of all series, or any other covenant or warranty included for the
benefit of Debt Securities of the series in lieu of any covenant or warranty
set forth herein for the benefit of Debt Securities of all series, or any
provision that any covenant or warranty set forth herein for the benefit of
Debt Securities of all series shall not be for the benefit of Debt Securities
of such series, or any combination of such covenants, warranties or provisions
and whether the provisions of Section 1009 will not apply to such covenants and
warranties; 


                    (20)
        the terms and conditions, if
any, pursuant to which the Company’s obligations under this Indenture may be
terminated through the deposit of money or Government Obligations as provided
in Articles Four and Fifteen; 


- 17 -









                    (21)
        the Person or Persons who shall
be Security Registrar for the Debt Securities of such series if other than the
Trustee, and the place or places where the Security Register for such series
shall be maintained and the Person or Persons who will be the initial Paying
Agent or Agents, if other than the Trustee; 


                    (22)
        if the Debt Securities of the
series are convertible or exchangeable for any securities of any Person
(including the Company), the terms and conditions upon which such Debt
Securities will be convertible or exchangeable; 


                    (23)
        whether or not the Debt
Securities of the series will be subordinated in right of payment to senior
indebtedness and the terms of any such subordination; and 


                    (24)
        any other terms of the series
(which terms shall not be inconsistent with the provisions of this Indenture). 


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


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


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


          Section
302.      Denominations. 


          Debt
Securities of each series shall be issuable in such form and denominations as
shall be specified in the form of Debt Security for such series approved or
established pursuant to Section 201 or in the Officers’ Certificate delivered
pursuant to Section 301. In the absence of any specification with respect to
the Debt Securities of any series, the Registered Securities of such series, if
any, shall be issuable in denominations of $1,000 and any integral multiple
thereof and the Bearer Securities of such series, if any, shall be issuable in
the denominations of $5,000. 


          Section
303.      Execution, Authentication, Delivery and
Dating. 


                    (a)            The
Debt Securities shall be executed on behalf of the Company by its Chairman of
the Board, a Vice Chairman of the Board, the Chief Executive Officer, the
President, a Vice President, the Treasurer or one of its Assistant Treasurers
and by its Secretary or one of its Assistant Secretaries. The signature of any
of these officers on the Debt Securities may be manual or facsimile. Coupons
shall bear the facsimile signature of an authorized officer of the Company. 


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


                    (b)            At
any time and from time to time after the execution and delivery of this
Indenture, Debt Securities of any series may be executed by the Company and
delivered to the Trustee for authentication, and, except as otherwise provided
in this Article Three, shall thereupon be authenticated and delivered by the
Trustee upon Company Order, without any further action by the Company;
provided, however, that, in connection with its original issuance, a Bearer
Security may be delivered only outside the United States and, except in the
case of a temporary Global Security, only if the Company or its agent shall
have received the certification required pursuant to Sections 304(b)(iii) and
(iv), unless such certification shall have been provided earlier pursuant to
Section 304(b)(v) hereof, and only if the Company has no reason to know that
such certification is false. 


                    To
the extent authorized in or pursuant to a Board Resolution and set forth in an
Officers’ Certificate, or established in one or more indentures supplemental
hereto, such written Company Order may be given by any one officer or employee
of the Company, may be electronically transmitted, and may provide instructions
as to registration of holders, principal amounts, rates of interest, maturity
dates and other matters contemplated by such Board Resolution and Officers’
Certificate or supplemental indenture to be so instructed in respect thereof.
Before authorizing and delivering the first Debt Securities of any series (and
upon request of the Trustee thereafter), the Company shall deliver to the
Trustee (i) the certificates called for under Sections 201 and 301 hereof and
(ii) an Opinion of Counsel described in the next sentence. 


                    In
authenticating such Debt Securities, and accepting the additional
responsibilities under this Indenture in relation to any such Debt Securities,
the Trustee shall be entitled to receive, prior to the initial authentication
of such Debt Securities, and (subject to Section 601) shall be fully protected
in relying upon: 


                                        (i)
     a Board Resolution relating thereto and, if
applicable, an appropriate record of any action taken pursuant to such
resolution certified by the Secretary or an Assistant Secretary of the Company;



                                        (ii)      an
executed supplemental indenture, if any, relating thereto; 


                                        (iii)     an
Officers’ Certificate setting forth the form and terms of the Debt Securities
of such series and coupons, if any, pursuant to Sections 201 and 301 and
stating that all conditions precedent provided for in this Indenture relating
to the issuance of such Debt Securities have been complied with; and 


                                        (iv)     an
Opinion of Counsel stating 


                                                   (A)
         that the form of such Debt Securities and
coupons, if any, has been established in or pursuant to a Board Resolution or
by a supplemental indenture as permitted by Section 201 in conformity with the
provisions of this Indenture; 


- 19 -









                                                   
(B)      that the terms of such Debt Securities and
coupons, if any, have been established in or pursuant to a Board Resolution or
by a supplemental indenture as permitted by Section 301 in conformity with the
provisions of this Indenture; and 


                                                   
(C)      that such Debt Securities and coupons, if
any, 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, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or
other laws affecting creditors’ rights generally and the application of general
principles of equity and except further as enforcement thereof may be limited
by (i) requirements that a claim with respect to any Debt Securities
denominated other than in Dollars (or a Foreign Currency or currency unit
judgment in respect of such claim) be converted into Dollars at a rate of
exchange prevailing on a date determined pursuant to applicable law or (ii)
governmental authority to limit, delay or prohibit the making of payments in
Foreign Currencies or currency units or payments outside the United States. 


                    
(c)
             If
the Company shall establish pursuant to Section 301 that the Debt Securities of
a series are to be issued in whole or in part in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall, in accordance
with this Section and the Company Order with respect to such series,
authenticate and deliver one or more Global Securities in permanent or
temporary form that (i) shall represent and shall be denominated in an
aggregate amount equal to the aggregate principal amount of the Outstanding
Debt Securities of such series to be represented by one or more Global
Securities, (ii) shall be registered in the name of the Depositary for such
Global Security or Securities or the nominee of such Depositary and (iii) shall
be delivered by the Trustee to such Depositary or pursuant to such Depositary’s
instructions. 


                    
(d)
             The
Trustee shall have the right to decline to authenticate and deliver any Debt
Securities under this Section 303 if the issuance of such Debt Securities will
adversely affect the Trustee’s own rights, duties or immunities under the Debt
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee. 


                    
(e)
             If
all the Debt Securities of any series are not to be issued at onetime, it shall
not be necessary to deliver an Opinion of Counsel at the time of issuance of
each Debt Security, but such Opinion of Counsel, with appropriate
modifications, may instead be delivered at or prior to the time of the first
issuance of Debt Securities of such series. 


                    
(f)
             Each
Registered Security shall be dated the date of its authentication. Each Bearer
Security shall be dated as of the date specified as contemplated by Section
301. 


                    
(g)
             No
Debt Security or coupon attached thereto shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose, unless there appears
on such Debt Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee, and such certificate upon any Debt
Security shall be conclusive evidence, and the only evidence, that such Debt Security
has been duly authenticated and delivered hereunder. Except as permitted by
Section 306, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have been detached and
cancelled. Notwithstanding the foregoing, if any Debt Security or portion
thereof shall have been duly authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Debt
Security to the Trustee for cancellation as provided in Section 309 together
with a written statement (which need not comply with Section 102 and need not
be accompanied by an Opinion of Counsel) stating that such Debt Security or
portion thereof has never been issued and sold by the Company, for all purposes
of this Indenture such Debt Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.


- 20 -









                    
(h)
             Each
Depositary designated pursuant to Section 301 for a Global Security in
registered form must, at the time of its designation and at all times while it
serves as Depositary, be a clearing agency registered under the Securities
Exchange Act of 1934 and any other applicable statute or regulation. 


          Section
304.          Temporary Debt
Securities. 


                     (a)
             Pending
the preparation of definitive Debt Securities of any series, the Company may
execute, and upon receipt of documents required by Sections 301 and 303,
together with a Company Order, the Trustee shall authenticate and deliver,
temporary Debt Securities which are printed, typewritten or otherwise produced,
in any denomination, substantially of the tenor and terms of the definitive
Debt Securities in lieu of which they are issued in registered form or, if
authorized, in bearer form with one or more coupons or without coupons, and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Debt Securities may determine, as evidenced by
their signatures on such Debt Securities. In the case of Debt Securities of any
series issuable as Bearer Securities, such temporary Debt Securities may be in
global form, representing all or any part of the Outstanding Debt Securities of
such series. 


                     
(b)
             Unless
otherwise provided pursuant to Section 301: 


                                        (i)     
  Except in the case of temporary Debt Securities in global form, if
temporary Debt Securities of any series are issued, the Company will cause
definitive Debt Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Debt Securities of such series, the
related temporary Debt Securities shall be exchangeable for such definitive
Debt Securities upon surrender of the temporary Debt Securities of such series
at the office or agency of the Company in the Place of Payment for such series,
without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Debt Securities of any series (accompanied, if applicable, by
all unmatured coupons and all matured coupons in default appertaining thereto),
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Debt Securities of the
same series of like tenor and terms and of authorized denominations; provided,
however, that no Bearer Security shall be delivered in exchange for a
Registered Security; and provided, further, that a Bearer Security shall be
delivered in exchange for a Bearer Security only in compliance with the
conditions set forth in Section 305. 


                                        (ii)
     If Debt Securities of any series are issued in
temporary global form, any such temporary Global Security shall, unless
otherwise provided pursuant to Section 301, be delivered to the Depositary for
credit to the respective accounts of the beneficial owners of such Debt
Securities (or to such other accounts as they may direct). 


- 21 -









                                        (iii)
     Without unnecessary delay but in any event not
later than the date specified in, or determined pursuant to the terms of, any
such temporary Global Security (the “Global Exchange Date”), the Company shall
deliver definitive Debt Securities to the Trustee or the agent appointed by the
Company pursuant to Section 301 to effect the exchange of the temporary Global
Security for definitive Debt Securities (the “Global Exchange Agent”), in an
aggregate principal amount equal to the principal amount of such temporary
Global Security, executed by the Company. On or after the Global Exchange Date,
such temporary Global Security shall be surrendered by the Depositary to the
Global Exchange Agent, to be exchanged, in whole or from time to time in part,
for definitive Debt Securities without charge and the Trustee or the Global
Exchange Agent, if authorized by the Trustee pursuant to Section 614, shall
authenticate and deliver, in exchange for each portion of such temporary Global
Security, an equal aggregate principal amount of definitive Debt Securities of
the same series of authorized denominations and of like tenor and terms as the
portion of such temporary Global Security to be exchanged. Upon any exchange of
a part of such temporary Global Security for definitive Debt Securities, the
portion of the principal amount and any interest thereon so exchanged shall be
endorsed by the Global Exchange Agent on a schedule to such temporary Global
Security, whereupon the principal amount and interest payable with respect to
such temporary Global Security shall be reduced for all purposes by the amount
so exchanged and endorsed. The definitive Debt Securities to be delivered in
exchange for any such temporary Global Security shall be in bearer form,
registered form, global registered form or global bearer form, or any
combination thereof, as specified as contemplated by Section 301, and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that definitive Bearer Securities (including a
definitive Global Bearer Security) shall be delivered in exchange for a portion
of a temporary Global Security only in compliance with the requirements of Section
303. 


                                        (iv)
     The interest of a beneficial owner of Debt
Securities of a series in a temporary Global Security shall be exchanged for
definitive Debt Securities of the same series and of like tenor and terms
following the Global Exchange Date upon request by the account holder and, in
the case of the exchange of the temporary Global Security for definitive Bearer
Securities (including a definitive Global Bearer Security), the account holder
delivers a certificate in the form set forth in Exhibit A-1 and, if applicable,
A-2 to this Indenture, dated no earlier than 15 days prior to the Global
Exchange Date, copies of which certificate shall be available from the Global
Exchange Agent, any authenticating agent appointed for such series of Debt
Securities and each Paying Agent. Unless otherwise specified in such temporary
Global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary Global Security, except that a Person receiving
definitive Debt Securities must bear the cost of insurance, postage,
transportation and the like in the event that such Person does not take
delivery of such definitive Debt Securities in person at the offices of Global
Exchange Agent. Definitive Debt Securities in bearer form to be delivered in
exchange for any portion of a temporary Global Security shall be delivered only
outside the United States. 


                                        (v)
     Until exchanged in full as hereinabove provided,
the temporary Debt Securities of any series shall in all respects be entitled
to the same benefits under this Indenture as definitive Debt Securities of the
same series and of like tenor and terms authenticated and delivered hereunder. 


          Section 305.
        Registration; Registration of
Transfer and Exchange. 


          The Company
shall cause to be kept at one of the offices or agencies to be maintained by
the Company in accordance with the provisions of this Section 305 and Section
1002, with respect to the Debt Securities of each series which are Registered
Securities, a register (herein sometimes referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Securities and of transfers of Registered Securities. Pursuant to Section 301,
the Company shall appoint, with respect to Debt Securities of each series which
are Registered Securities, a “Security Registrar” for the purpose of registering
such Debt Securities and transfers and exchanges of such Debt Securities as
herein provided. 


- 22 -









          Upon
surrender for registration of transfer of any Registered Security of any series
at the office or agency of the Company maintained for such purpose, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Securities
of the same series of any authorized denomination or denominations, of like
tenor and terms and aggregate principal amount. 


          At the
option of the Holder, Registered Securities of any series may be exchanged for
other Registered Securities of the same series of any authorized form and
denomination, of like tenor and terms and aggregate principal amount, upon
surrender of the Registered Securities to be exchanged at such office or
agency. Bearer Securities may not be delivered in exchange for Registered
Securities. 


          At the
option of the Holder, Registered Securities or Bearer Securities of any series
may be issued in exchange for Bearer Securities (except as otherwise specified
as contemplated by Section 301 with respect to a Bearer Security in global
form) of the same series, of any authorized denominations and of like tenor and
terms and aggregate principal amount, upon surrender of the Bearer Securities
to be exchanged at any such office or agency, with all unmatured coupons and
all matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, such exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company and
the Trustee in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by
the Company and the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise provided in Section 1002,
interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in exchange for a Registered
Security of the same series and like tenor and terms after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at
such office or agency on the related date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date of payment, as the case may be. 


          Whenever
any Debt Securities are so surrendered for exchange, the Company shall execute,
and the Trustee shall authenticate and deliver, the Debt Securities which the
Holder making the exchange is entitled to receive. 


          If at any
time the Depositary for the Debt Securities of a series notifies the Company
that it is unwilling or unable to continue as Depositary for the Debt
Securities of such series or if at any time the Depositary for the Debt
Securities of such series shall no longer be eligible under Section 303(h), the
Company shall appoint a successor Depositary with respect to the Debt Securities
of such series. If a successor Depositary for the Debt Securities of such
series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company’s
election pursuant to Section 301(9) shall no longer be effective with respect
to the Debt Securities of such series and the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
definitive Debt Securities of such series, will authenticate and deliver, Debt
Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the Global Security or Securities representing
such series in exchange for such Global Security or Securities. Neither the Trustee
nor any agent shall have any responsibility for any actions taken or not taken
by the Depositary.


- 23 -









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


          If
specified by the Company pursuant to Section 301 with respect to a series of
Debt Securities, the Depositary for such series of Debt Securities may
surrender a Global Security for such series of Debt Securities in exchange in whole
or in part for Debt Securities of such series of like tenor and terms and in
definitive form on such terms as are acceptable to the Company and such
Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without charge to any Holder, 


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


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


          In any
exchange provided for in any of the preceding three paragraphs, the Company
will execute and the Trustee will authenticate and deliver Debt Securities (a)
in definitive registered form in authorized denominations, if the Debt
Securities of such series are issuable as Registered Securities, (b) in
definitive bearer form in authorized denominations, with coupons attached, if
the Debt Securities of such series are issuable as Bearer Securities or (c) as
either Registered or Bearer Securities, as shall be specified by the beneficial
owner thereof, if the Debt Securities of such series are issuable in either
form; provided, however, that no definitive Bearer Security shall be delivered
in exchange for a temporary Global Security unless the Company or its agent
shall have received from the person entitled to receive the definitive Bearer
Security a certificate substantially in the form set forth in Exhibit A-1 and,
if applicable, A-2 hereto; and provided further that delivery of a Bearer
Security shall occur only outside the United States; and provided further that
no definitive Bearer Security will be issued if the Company has reason to know
that any such certificate is false. 




- 24 -









          Upon the exchange of a Global Security for Debt Securities in
definitive form, such Global Security shall be cancelled by the Trustee.
Registered Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in such names and in such authorized denominations
as the Depositary for such Global Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Registered Securities to the persons in whose names
such Debt Securities are so registered. The Trustee shall deliver Bearer
Securities issued in exchange for a Global Security pursuant to this Section to
the persons, and in such authorized denominations, as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee; provided, however, that
no definitive Bearer Security shall be delivered in exchange for a temporary
Global Security unless the Company or its agent shall have received from the
person entitled to receive the definitive Bearer Security a certificate
substantially in the form set forth in Exhibit A-1 and, if applicable, A-2
hereto; and provided further that delivery of a Bearer Security shall occur
only outside the United States; and provided further that no definitive Bearer
Security will be issued if the Company has reason to know that any such
certificate is false. 


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


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


          No charge
to any Holder shall be made for any registration of transfer or exchange of
Debt 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, registration of transfer or exchange of Debt Securities,
other than exchanges expressly provided in this Indenture to be made at the
Company’s own expense or without expense or without charge to the Holders. 


          The Company
shall not be required (i) to issue, register the transfer of or exchange Debt
Securities of any particular series to be redeemed for a period of fifteen days
preceding the first publication of the relevant notice of redemption or, if
Registered Securities are outstanding and there is no publication, the mailing
of the relevant notice of redemption of Debt Securities of such series selected
for redemption under Section 1103 and ending at the close of business on the
day of such mailing, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part, except the
unredeemed portion of such Registered Security being redeemed in part, or (iii)
to exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of like tenor and
terms of that series, provided that such Registered Security shall be
simultaneously surrendered for redemption. 


          Notwithstanding
anything herein to the contrary, the exchange of Bearer Securities into
Registered Securities shall be subject to applicable laws and regulations in
effect at the time of exchange; neither the Company, the Trustee nor the
Security Registrar shall exchange any Bearer Securities into Registered
Securities if it has received an Opinion of Counsel that as a result of such
exchanges the Company would suffer adverse consequences under the United States
Federal income tax laws and regulations then in effect and the Company has
delivered to the Trustee a Company Order directing the Trustee not to make such
exchanges thereafter unless and until the Trustee receives a subsequent Company
Order to the contrary. The Company shall deliver copies of such Company Orders
to the Security Registrar. 


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          Section
306.     Mutilated, Destroyed, Lost and Stolen
Debt Securities.


          If
(i) any mutilated Debt Security or a Bearer Security with a mutilated
coupon appertaining to it is surrendered to a Paying Agent outside the United
States designated by the Company, or, in the case of any Registered Security,
to the Trustee, or (ii) the Company and the Trustee receive evidence to
their satisfaction of the destruction, loss or theft of any Debt Security or
coupon, and there is delivered to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in
the absence of notice to the Company and the Trustee that such Debt Security or
coupon has been acquired by a bona fide purchaser, the Company shall execute
and upon its written request the Trustee shall authenticate and deliver, in
exchange for any such mutilated Debt Security or Bearer Security with a
mutilated coupon appertaining to it or to which a destroyed, lost or stolen
coupon appertains (with all appurtenant coupons not destroyed, lost or
stolen) or in lieu of any such destroyed, lost or stolen Debt Security, a
new Debt Security of like tenor and terms and principal amount, bearing a
number not contemporaneously outstanding, with coupons corresponding to the
coupons, if any, appertaining to such destroyed, lost or stolen Debt Security
or to the Debt Security to which such destroyed, lost or stolen coupon
appertains; provided, however, that any such new Bearer Security will be
delivered only in compliance with the conditions set forth in Section 305.


          In
case any such mutilated, destroyed, lost or stolen Debt Security or coupon has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Debt Security, pay such Debt Security or coupon;
provided, however, that payment of principal of (and premium, if any) and
any interest on Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an office or agency located outside the
United States; and provided, further, that, with respect to any such coupons,
interest represented thereby (but not any additional amounts payable as
provided in Section 1006), shall be payable only upon presentation and
surrender of the coupons appertaining thereto.


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


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


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


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          Section
307.     Payment of Interest; Interest Rights
Preserved.


          Interest
on any Registered Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Registered Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest. In case a Bearer Security of any series is surrendered in exchange
for a Registered Security of such series after the close of business (at an
office or agency in a Place of Payment for such series) on any Regular
Record Date and before the opening of business (at such office or agency) on
the next succeeding Interest Payment Date, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date and
interest will not be payable on such Interest Payment Date in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture. At the option of the Company, payment of interest
on any Registered Security may be made by check in the currency designated for
such payment pursuant to the terms of such Registered Security mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by wire transfer to an account in such currency designated
by such Person in writing not later than fifteen days prior to the date of such
payment.


          Any
interest on any Registered Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of his having
been such Holder, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in Clause (1) or (2) below:


                    (1)          The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Registered
Security 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 and/or
Government Obligations the payments of principal and interest on which when due
(and without reinvestment) will provide money in such amounts as will
(together with any money irrevocably deposited in trust with the Trustee,
without investment) be 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 and/or Government Obligations when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not 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. Unless
the Trustee is acting as the Security Registrar, promptly after such Special
Record Date, the Company shall furnish the Trustee with a list, or shall make
arrangements satisfactory to the Trustee with respect thereto, of the names and
addresses of, and principal amounts of Registered Securities of such series
held by, the Holders appearing on the Security Register at the close of
business on such Special Record Date. In the name and at the expense of the
Company, the Trustee shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of Registered Securities of such series at his
address as it appears in the Security Register, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose names the
Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following Clause (2). In
case a Bearer Security of any series is surrendered at the office or agency in
a Place of Payment for such series in exchange for a Registered Security of such
series after the close of business at such office or agency on any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the coupon relating to such proposed date of
payment and Defaulted Interest will not be payable on such proposed date of
payment in respect of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.


- 27 -









                    (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 Registered Securities may be listed,
and upon such notice as may be required by such exchange, if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this Clause,
such manner of payment shall be deemed practicable by the Trustee.


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


          Subject
to the limitations set forth in Section 1002, the Holder of any coupon
appertaining to a Bearer Security shall be entitled to receive the interest
payable on such coupon upon presentation and surrender of such coupon on or
after the Interest Payment Date of such coupon at an office or agency
maintained for such purpose pursuant to Section 1002.


          Section
308.     Persons Deemed Owners.


          Prior
to due presentment of a Registered Security for registration of transfer, the
Company, the Trustee and any agent of the Company or of the Trustee may treat
the Person in whose name such Registered Security is registered as the owner of
such Registered Security for the purpose of receiving payment of principal of
(and premium, if any) and (subject to Section 307) interest on
such Registered Security and for all other purposes whatsoever, whether or not
such Registered Security be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary.


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


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





- 28 -









          Section
309.     Cancellation.


          Unless
otherwise provided with respect to a series of Debt Securities, all Debt
Securities and coupons surrendered for payment, redemption, repayment,
transfer, exchange or credit against any sinking fund payment pursuant to this
Indenture shall, if surrendered to the Company or any agent of the Company, be
delivered to the Trustee and shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Debt Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Debt Securities so delivered shall
be promptly cancelled by the Trustee. No Debt Securities shall be authenticated
in lieu of or in exchange for any Debt Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Debt
Securities and coupons held by the Trustee shall be disposed of by the Trustee
in accordance with its customary procedures.


          Section
310.     Computation of Interest.


          Except
as otherwise specified as contemplated by Section 301 for Debt Securities
of any series, interest on the Debt Securities of each series shall be computed
on the basis of a 360-day year of twelve 30-day months.


          Section
311.     Certification by a Person Entitled to
Delivery of a Bearer Security.


          Whenever
any provision of this Indenture or a Debt Security contemplates that
certification be given by a Person entitled to delivery of a Bearer Security,
such certification shall be provided substantially in the form of Exhibit A-1
and, if applicable, A-2 hereto, with only such changes as shall be approved by
the Company and consented to by the Trustee, whose consent shall not
unreasonably be withheld.


          Section
312.     Judgments.


          The
Company agrees that, to the fullest extent possible under applicable law and
except as may otherwise be specified as contemplated in Section 301,
(a) the obligation, if any, of the Company to pay the principal of (and
premium, if any) and interest on the Debt Securities of any series and any
appurtenant coupons in a Foreign Currency, composite currency or Dollars (the
“Designated Currency”) as may be specified pursuant to Section 301 is
of the essence, and judgments in respect of such Debt Securities shall be given
in the Designated Currency; (b) the obligation of the Company to make
payments in the Designated Currency of the principal of (and premium, if any) and
interest on such Debt Securities and any appurtenant coupons shall,
notwithstanding any payment in any other currency (whether pursuant to a
judgment or otherwise), be discharged only to the extent of the amount in the
Designated Currency that the Holder receiving such payment may, in accordance
with normal banking procedures, purchase with the sum paid in such other
currency (after any premium and cost of exchange) in the country of issue
of the Designated Currency in the case of Foreign Currency or Dollars or in the
international banking community in the case of a composite currency on the
Business Day immediately following the day on which such Holder receives such
payment; (c) if the amount in the Designated Currency that may be so
purchased for any reason falls short of the amount originally due, the Company
shall pay such additional amounts as may be necessary to compensate for such
shortfall; and (d) any obligation of the Company not discharged by such
payment shall be due as a separate and independent obligation and, until
discharged as provided herein, shall continue in full force and effect.


- 29 -









          Section
313.     CUSIP Numbers.


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


ARTICLE
FOUR


Satisfaction
and Discharge


          Section
401.     Satisfaction and Discharge of Indenture.


          This
Indenture shall upon Company Request cease to be of further effect (except as
to any surviving rights of registration of transfer or exchange of Debt
Securities herein expressly provided for and rights to receive payments of
principal and interest thereon and any right to receive additional amounts, as
provided in Section 1006) and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture when


                    (1)          either



                                   (A)          all
Debt Securities theretofore authenticated and delivered and all coupons
appertaining thereto (other than (i) coupons appertaining to Bearer
Securities surrendered in exchange for Registered Securities and maturing after
such exchange, surrender of which is not required or has been waived as
provided in Section 305, (ii) Debt Securities and coupons which have
been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 306, (iii) coupons appertaining to Bearer Securities
called for redemption or surrendered for repayment and maturing after the
relevant Redemption Date or Repayment Date, as appropriate, surrender of which
has been waived as provided in Section 1106 or 1303 and (iv) Debt
Securities and coupons for whose payment money and/or Government Obligations
have theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee
cancelled or for cancellation; or


                                   
(B)          all such Debt
Securities not theretofore delivered to the Trustee for cancellation


                                                   
(i)          have become due
and payable, or


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


- 30 -









                                                   
(iii)          are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company, and the Company, in the case of (B)(i),
(B)(ii) or (B)(iii) above, has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose money and/or
Government Obligations the payments of principal and interest on which when due
(and without reinvestment) will provide money in such amounts as will
(together with any money irrevocably deposited in trust with the Trustee,
without investment) be sufficient to pay and discharge the entire
indebtedness on such Debt Securities and coupons of such series for principal
(and premium, if any) and interest, and any mandatory sinking fund,
repayment or analogous payments thereon, on the scheduled due dates therefor to
the date of such deposit (in the case of Debt Securities and coupons which have
become due and payable) or to the Stated Maturity or Redemption Date, if
any, and all Repayment Dates (in the case of Debt Securities repayable at the
option of the Holders thereof); provided, however, that in the event a petition
for relief under any applicable Federal or state bankruptcy, insolvency,
reorganization or other similar law is filed with respect to the Company within
91 days after the deposit, the obligations of the Company under the Indenture
with respect to the Debt Securities of such series shall not be deemed
terminated or discharged, and in such event the Trustee shall be required to
return the deposited money and Government Obligations then held by the Trustee
to the Company;


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


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


          Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607 and, if money or Government
Obligations shall have been deposited with the Trustee pursuant to Subclause
(B) of Clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall
survive.


          Section
402.     Application of Trust Money and Government
Obligations.


                    (a)          Subject
to the provisions of the last paragraph of Section 1003, all money and
Government Obligations deposited with the Trustee pursuant to Section 401,
403 or 1501 shall be held in trust and such money and the principal and
interest received on such Government Obligations shall be applied by it, in
accordance with the provisions of the Debt Securities, any coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money or Government Obligations
have been deposited with the Trustee.


                    (b)          The
Trustee shall deliver or pay to the Company from time to time upon Company
Request any Government Obligations or money held by it as provided in
Section 403 or 1501 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are then in excess of the amount thereof which then
would have been required to be deposited for the purpose for which such
Government Obligations or money were deposited or received.


- 31 -









                    (c)          The
Trustee shall deliver to the Company from time to time upon Company Request any
Government Obligations held by it as provided in Section 403 or 1501,
provided that the Company in substitution therefor simultaneously delivers to
the Trustee, money or other Government Obligations which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, would then be
sufficient to satisfy the Company’s payment obligations in respect of the Debt
Securities in the manner contemplated by Section 403 or 1501.


          Section
403.     Satisfaction, Discharge and Defeasance of
Debt Securities of any Series.


          If
this Section 403 is specified, as contemplated by Section 301, to be
applicable to Debt Securities of any series, then, notwithstanding
Section 401, (i) the Company shall be deemed to have paid and
discharged the entire indebtedness on all the Outstanding Debt Securities of
any such series and related coupons; (ii) the provisions of this Indenture
as it relates to such Outstanding Debt Securities and related coupons shall no
longer be in effect (except as to (A) the rights of Holders of Debt
Securities to receive, from the trust fund described in subparagraph
(1) below, payment of (x) the principal of (and premium, if
any) and any installment of principal of (and premium, if any) or
interest on such Debt Securities and related coupons on the Stated Maturity of
such principal (and premium, if any) or installment of principal (and
premium, if any) or interest or (y) any mandatory sinking fund,
repayment or analogous payments applicable to the Debt Securities of that
series on that day on which such payments are due and payable in accordance
with the terms of this Indenture and of such Debt Securities, (B) the
Company’s obligations with respect to such Debt Securities under
Sections 304, 305, 306, 1002, 1003 and 1006, and (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder, including those
under Section 607 hereof); and (iii) the Trustee, at the expense of
the Company, shall, upon Company Order, execute proper instruments
acknowledging satisfaction and discharge of such indebtedness, when


                    (1)          either


                                   (A)          with
respect to all Outstanding Debt Securities of such series and related coupons,
with reference to this Section 403, the Company has deposited or caused to
be deposited with the Trustee irrevocably, as trust funds in trust, money
and/or Government Obligations the payments of principal and interest on which
when due (and without reinvestment) will provide money in such amounts as
will (together with any money irrevocably deposited in trust with the Trustee,
without investment) be sufficient to pay and discharge (i) the
principal of (and premium, if any) and interest on the Outstanding Debt
Securities of that series on the Stated Maturity of such principal or interest
or, if such series may be redeemed by the Company prior to the Stated Maturity
thereof and the Company shall have given irrevocable instructions to the
Trustee to effect such redemption, at the date fixed for such redemption
pursuant to Article Eleven, and (ii) any mandatory sinking fund payments
or analogous payments applicable to Debt Securities of such series on the date
on which such payments are due and payable in accordance with the terms of this
Indenture and of such Debt Securities; or


                                   (B)          the
Company has properly fulfilled such other means of satisfaction and discharge
as is specified, as contemplated by Section 301, to be applicable to the
Debt Securities of such series;


                    (2)          Company
has paid or caused to be paid all sums payable with respect to the Outstanding
Debt Securities of such series and related coupons;


- 32 -









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


                    (4)          no
Event of Default or event which, with the giving of notice or lapse of time, or
both, would become an Event of Default pursuant to Section 501(1), (2),
(3), (6) or (7) with respect to the Debt Securities of such series
shall have occurred and be continuing on the date of such deposit and no Event
of Default under Section 501(6) or Section 501(7) or event
which, with the giving of notice or lapse of time, or both, would become an
Event of Default under Section 501(6) or
Section 501(7) shall have occurred and be continuing on the 91st day
after such date; provided, however, that should that condition fail to be
satisfied on or before such 91st day, the Trustee shall promptly, upon
satisfactory receipt of evidence of such failure, return such deposit to the
Company;


                    (5)          if
the Debt Securities of that series are then listed on any domestic or foreign
securities exchange, the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that such deposit, defeasance and discharge will not
cause such Debt Securities to be delisted; and


                    (6)          the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of the entire indebtedness of all
Outstanding Debt Securities and related coupons have been complied with.


          Any
deposits with the Trustee referred to in Section 403(1)(A) above
shall be irrevocable and shall be made under the terms of an escrow or trust
agreement in form and substance satisfactory to the Trustee. If any Outstanding
Debt Securities of such series are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory sinking fund requirement, the applicable escrow
or trust agreement shall provide therefor and the Company shall make such
arrangements as are satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company.


          Upon
the satisfaction of the conditions set forth in this Section 403 with
respect to all the Outstanding Debt Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company; provided that the Company shall not be discharged
from any payment obligations in respect of Debt Securities of such series which
are deemed not to be Outstanding under clause (iii) of the definition
thereof if such obligations continue to be valid obligations of the Company
under applicable law.


          Notwithstanding
the cessation, termination and discharge of all obligations, covenants and
agreements (except as provided above in this Section 403) of the
Company under this Indenture with respect to any series of Debt Securities, the
obligations of the Company to the Trustee under Section 607, and the
obligations of the Trustee under Section 402 and the last paragraph of
Section 1003, shall survive with respect to such series of Debt
Securities.


- 33 -









ARTICLE
FIVE


Remedies


          Section
501.     Events of Default.


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


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


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


                    (3)          default
in the deposit of any sinking fund payment, when and as due by the terms of a
Debt Security of such series; or


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


                    (5)          the
entry by a court having jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company in an involuntary case or proceeding
under any applicable Federal or state bankruptcy, insolvency, reorganization or
other similar law or (B) a decree or order adjudging the Company a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in
effect for a period of 90 consecutive days; or


                    (6)          the
commencement by the Company of a voluntary case or proceeding under any
applicable Federal or state bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any
applicable Federal or state bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or
the consent by it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or similar official of the Company or of any substantial part of
its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Company
in furtherance of any such action; or


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                    (7)          any
other Event of Default, if any, provided with respect to Debt Securities of
such series specified as contemplated by Section 301.


          Section
502.     Acceleration of Maturity; Rescission and
Annulment.


          If
an Event of Default with respect to Debt Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee
or the Holders of not less than 25% in principal amount of Outstanding Debt
Securities of such series may declare the principal amount (or, if the Debt
Securities of such series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such
series) of and all accrued but unpaid interest on all the Debt Securities
of such series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by such Holders), and upon any such
declaration such principal amount (or specified amount) shall become
immediately due and payable. Upon payment of such amount, all obligations of
the Company in respect of the payment of principal of the Debt Securities of
such series shall terminate.


          At
any time after such a declaration of acceleration with respect to Debt
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in principal amount of the
Outstanding Debt Securities of such series, by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if


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


                                   (A)          all
overdue installments of interest on all Debt Securities of such series,


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


                                   (C)          to
the extent that payment of such interest is lawful, interest upon overdue
installments of interest at the rate or rates prescribed therefor in such Debt
Securities, and


                                   (D)          all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;
and


                    (2)          all
Events of Default with respect to Debt Securities of such series, other than
the non-payment of the principal of Debt Securities of such series which have
become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 513.


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


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          Section
503.     Collection of Indebtedness and Suits for
Enforcement by Trustee.


          The
Company covenants that if:


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


                    (2)          default
is made in the payment of the principal of (or premium, if any, on) any
Debt Security at the Maturity thereof, the Company will, upon demand of the
Trustee, pay to it, for the benefit of the Holders of such Debt Securities and
any related coupons, the amount then due and payable on such Debt Securities
and coupons for principal (and premium, if any) and interest and, to the
extent that payment of such interest shall be legally enforceable, interest
upon the overdue principal (and premium, if any) and upon overdue
installments of interest, at the rate or rates prescribed therefor in such Debt
Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.


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


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


          Section
504.     Trustee May File Proofs of Claim.


          In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceedings, or any voluntary or involuntary case under the Federal bankruptcy
laws as now or hereafter constituted, relative to the Company or any other
obligor upon the Debt Securities of a particular series or any related coupons
or the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of such Debt Securities shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceedings or otherwise,


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


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


and any receiver, assignee, trustee, custodian,
liquidator, sequestrator or other similar official in any such proceeding is
hereby authorized by each Holder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under
Section 607.


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


          Section
505.     Trustee May Enforce Claims without
Possession of Debt Securities or Coupons.


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


          Section
506.     Application of Money Collected.


          Any
money collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (and premium, if
any) or interest, upon presentation of the Debt Securities or any coupons,
or both, as the case may be, and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:


          FIRST:
To the payment of all amounts due the Trustee under Section 607;


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


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          THIRD:
The balance, if any, to the Company.


          Section
507.     Limitation on Suits.


          No
Holder of any Debt Securities of any series or any related coupons shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless


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


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


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


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


                    (5)          no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Debt Securities of such series; it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other such Holders (it being
understood that the Trustee does not have an affirmative duty to ascertain
whether or not such actions or forebearances are unduly prejudicial to such
Holders), or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.


          Section
508.     Unconditional Right of Holders to Receive
Principal, Premium and Interest.


          Notwithstanding
any other provision in this Indenture, the Holder of any Debt Security or
coupon shall have the right which is absolute and unconditional to receive
payment of the principal of (and premium, if any) and (subject to
Section 307) interest on such Debt Security or payment of such coupon
on the respective Stated Maturity or Maturities expressed in such Debt Security
or coupon (or, in the case of redemption or repayment, on the Redemption Date
or the Repayment Date, as the case may be) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder.


          Section
509.     Restoration of Rights and Remedies.


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


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          Section
510.     Rights and Remedies Cumulative.


          Except
as otherwise provided in Section 306, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


          Section
511.     Delay or Omission Not Waiver.


          No
delay or omission of the Trustee or of any Holder of any Debt Security or
coupon to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.


          Section
512.     Control by Holders of Debt Securities.


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


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


                    (2)          subject
to the provisions of Section 601, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or Responsible Officers of the Trustee, determine that the
proceedings so directed would be unjustly prejudicial to the Holders of Debt
Securities of such series not joining in any such direction; and


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


          Section
513.     Waiver of Past Defaults.


          The
Holders of not less than a majority in principal amount of the Outstanding Debt
Securities of any series may on behalf of the Holders of all the Debt
Securities of any such series and any related coupons waive any past default
hereunder with respect to such series and its consequences, except a default


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


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


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


          Section
514.     Undertaking for Costs.


          All
parties to this Indenture agree, and each Holder of any Debt Security or 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, against any party litigant in such suit, having a 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 Company or the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 25% in principal amount of the
Outstanding Debt Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest on any Debt Security or the payment of any coupons on or
after the respective Stated Maturity or Maturities expressed in such Debt
Security or coupon (or, in the case of redemption or repayment, on or after the
Redemption Date or Repayment Date, as the case may be).


          Section
515.     Waiver of Stay or Extension Laws.


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


ARTICLE
SIX


The
Trustee


          Section
601.     Certain Duties and Responsibilities.


                    (a)          Except
during the continuance of an Event of Default,


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


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


                    (b)          In
case an Event of Default has occurred and is continuing, 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 his or her own affairs.


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


                    (1)          this
Subsection shall not be construed to limit the effect of Subsection (a) of this
Section;


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


                    (3)          the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Securities of any series,
determined as provided in Sections 101, 104 and 512, relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture with respect to the Debt Securities of such series; and


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


          Section
602.     Notice of Default.


          If
a default occurs hereunder with respect to Debt Securities of any series the
Trustee shall transmit by mail to all Holders of Debt Securities of such series
notice of such default as and to the extent provided by the Trust Indenture
Act; provided, however, that in the case of any default of the character
specified in Section 501(4) with respect to Debt Securities of such
series no such notice to Holders shall be given until at least 30 days after
the occurrence thereof. For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to Debt Securities of such series.


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          Section
603.    Certain Rights of Trustee.


          Except
as otherwise provided in Section 601:


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


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


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


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


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


                    (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, direction, consent, order, bond, debenture, note, coupon,
other evidence of indebtedness 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, other than any
such books or records containing information as to the affairs of the customers
of the Company or any of its subsidiaries; provided that the Trustee may
examine such books and records relating to customers to the extent that such
books and records contain information as to any payments made to such customers
in their capacity as Holders of Debt Securities; provided, further, that the
Trustee shall treat all information regarding the Company which it receives
pursuant to this Indenture and its duties hereunder as confidential and shall
not disclose such information unless necessary in order to fulfill its duties
under this Indenture or the Trust Indenture Act; 


                    (g)          the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder; no Exchange Rate
Agent, Global Exchange Agent, Depositary or Paying Agent shall be deemed an
agent of the Trustee and the Trustee shall not be responsible for any act or
omission by any of them;


- 42 -









                    (h)          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; 


                    (i)          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;


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


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


                    (l)          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 any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded. 


         Section
604.     Not Responsible for Recitals or Issuance of
Debt Securities.


          The
recitals contained herein and in the Debt Securities, except the Trustee’s
certificates of authentication, and in any coupons, and the information in any
registration statement, including all attachments thereto, except information
provided by the Trustee therein, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Debt Securities of any series or any coupons. The Trustee
shall not be accountable for the use or application by the Company of any Debt
Securities or the proceeds thereof. The Trustee shall not be responsible for
and makes no representations as to the Company’s ability or authority to issue
Bearer Securities or the lawfulness thereof.


         Section
605.     May Hold Debt Securities or Coupons.


          The
Trustee, any Paying Agent, the Security Registrar or any other agent of the
Company or the Trustee, in its individual or any other capacity, may become the
owner or pledgee of Debt Securities and coupons, and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar
or such agent.


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          Section
606.     Money Held in Trust.


          Money
held by the Trustee or any Paying Agent in trust hereunder need not be
segregated from other funds except to the extent required by law. Neither the
Trustee nor any Paying Agent shall be under any liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.


          Section
607.     Compensation and Reimbursement.


          The
Company agrees


                    (1)          to
pay to the Trustee from time to time compensation for all services rendered by
it hereunder which shall have from time to time been separately agreed to by
the Company and the Trustee in writing (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an
express trust);


                    (2)          except
as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this Indenture
(including the compensation and the expenses and disbursements of its agents
and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and


                    (3)          to
indemnify each of the Trustee or any predecessor Trustee and their agents for,
and to hold them harmless against, any and all loss, damage, claims, liability
or expense, including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee), arising out of or in connection with
the acceptance or administration of the trust or trusts hereunder, including
the costs and expenses of defending itself against any claim (whether asserted
by the Company, or any Holder or any other Person) or liability in connection
with the exercise or performance of any of its powers or duties hereunder, or
in connection with enforcing the provisions of this Section, except to the
extent that such loss, damage, claim, liability or expense is due to its own
negligence or bad faith.


          The
Trustee shall promptly notify the Company of any claim for which it may seek
indemnification pursuant to the provisions of this Indenture. The Company shall
be entitled to participate in, and to the extent that it shall wish, to assume
the defense of such claim, with counsel satisfactory to the Trustee (and the
Trustee shall cooperate in the defense thereof), and after notice from the
Company to the Trustee of the Company’s election so to assume the defense
thereof, the Company shall not be liable to the Trustee under this Indenture for
any legal or other expenses subsequently incurred by the Trustee in connection
with the defense thereof other than reasonable costs of investigation;
provided, however, that the Trustee may only employ separate counsel at the
expense of the Company if in the judgment of the Trustee (i) a conflict of
interest exists by reason of common representation or (ii) there are legal
defenses available to the Trustee that are different from or are in addition to
those available to the Company or if all parties commonly represented do not
agree as to the action (or inaction) of counsel. The Company shall not be
obligated under any settlement agreement relating to any claim under this
Indenture to which it has not agreed in writing.


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


- 44 -









          The
provisions of this Section 607 shall survive the resignation or removal of
the Trustee and the termination of this Indenture.


          Section
608.     Disqualification; Conflicting Interests.


          If
the Trustee has or shall acquire any conflicting interest within the meaning of
the Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest with respect to Debt Securities of any series by virtue of being a
trustee under this Indenture with respect to any particular series of Debt
Securities.


          Section
609.     Corporate Trustee Required; Eligibility.


          There
shall at all times be a Trustee hereunder which shall be a corporation that is
eligible pursuant to the Trust Indenture Act to act as such and organized and
doing business under the laws of the United States, any State thereof or the
District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, and
subject to supervision or examination by Federal or State authority; provided,
however, that if Section 310(a) of the Trust Indenture Act or the
rules and regulations of the Commission under the Trust Indenture Act at any
time permit a corporation organized and doing business under the laws of any
other jurisdiction to serve as trustee of an indenture qualified under the
Trust Indenture Act, this Section 609 shall be automatically amended to
permit a corporation organized and doing business under the laws of any such
other jurisdiction to serve as Trustee hereunder. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.


          Section
610.     Resignation and Removal; Appointment of Successor.


                    (a)          No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 611.


                    (b)          The
Trustee may resign at any time with respect to the Debt Securities of one or
more series by giving written notice thereof to the Company. If an instrument
of acceptance by a successor Trustee shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may, at the expense of the Company, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Debt Securities of such series.


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


                    (d)          If
at any time:


                                   (1)          
the Trustee shall fail to comply with Section 608 with respect to the Debt
Securities of any series after written request therefor by the Company or by
any Holder who has been a bona fide Holder of a Debt Security of such series
for at least six months, or


                                   (2)          the
Trustee shall cease to be eligible under Section 609 with respect to any
series of Debt Securities and shall fail to resign after written request
therefor by the Company or by any such Holder, or


                                   (3)          the
Trustee shall become incapable of acting with respect to any series of Debt
Securities or a decree or order for relief by a court having jurisdiction in
the premises shall have been entered in respect of the Trustee in an
involuntary case under the Federal bankruptcy laws, as now or hereafter
constituted, or any other applicable Federal or State bankruptcy, insolvency or
similar law; or a decree or order by a court having jurisdiction in the
premises shall have been entered for the appointment of a receiver, custodian,
liquidator, assignee, trustee, sequestrator or other similar official of the
Trustee or of its property or affairs, or any public officer shall take charge
or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation, winding up or liquidation, or


                                   (4)          the
Trustee shall commence a voluntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or similar law or shall consent to the appointment of or
taking possession by a receiver, custodian, liquidator, assignee, trustee,
sequestrator or other similar official of the Trustee or its property or
affairs, or shall make an assignment for the benefit of creditors, or shall
admit in writing its inability to pay its debts generally as they become due,
or shall take corporate action in furtherance of any such action,


then, in any
such case, (i) the Company by a Board Resolution may remove the Trustee
with respect to such series at any time or (ii) subject to
Section 514, any Holder who has been a bona fide Holder of a Debt Security
of any 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 for the Debt Securities of such series and the
appointment of a successor Trustee. In addition, the Company may remove the
Trustee if the Company shall determine by a Board Resolution that the services
provided by the Trustee hereunder may be obtained at a substantially lower cost
to the Company. If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of such
notice of removal, the Trustee that is to be removed may, at the expense of the
Company, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Debt Securities of such series.


- 46 -









                    (e)          If
the Trustee shall resign, be removed or become incapable of acting with respect
to any series of Debt Securities, or if a vacancy shall occur in the office of
Trustee for any cause, with respect to the Debt Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Debt Securities of that or those series
(it being understood that any such successor Trustee may be appointed with
respect to the Debt Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Debt Securities of
any particular series) and shall comply with the applicable requirements
of Section 611. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Debt Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Debt Securities of
such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment,
become the successor Trustee with respect to the Debt Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Debt Securities of any series shall
have been so appointed by the Company or the Holders and accepted appointment
in the manner hereinafter provided, any Holder who has been a bona fide Holder
of a Debt Security of such series for at least six months may, subject to
Section 514, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Debt Securities of such series.


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


          Section
611.     Acceptance of Appointment by Successor.


                    (a)          In
the case of an appointment hereunder of a successor Trustee with respect to all
Debt Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges due under Section 607 hereof, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee, and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.


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                    (b)          In
the case of the appointment hereunder of a successor Trustee with respect to
the Debt Securities of one or more (but not all) series, the Company, the
retiring Trustee upon payment of its charges and each successor Trustee with
respect to the Debt Securities of one or more series shall execute and deliver
an indenture supplemental hereto wherein each successor Trustee shall accept
such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Debt Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Debt Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Debt Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees co-trustees
of the same trust and that each such Trustee shall be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Debt Securities of that or those series to which the appointment of such
successor Trustee relates; but, on the request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Debt Securities of that or those series to which
the appointment of such successor Trustee relates.


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


                    (d)          No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article.


         Section
612.     Merger, Conversion, Consolidation or Succession
to Business.


          Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the executing or filing of any paper or any further act on the part of
any of the parties hereto. In case any Debt Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion, consolidation or sale to such authenticating Trustee may
adopt such authentication and deliver the Debt Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such Debt
Securities. In case any Debt Securities shall not have been authenticated by
such predecessor Trustee, any such successor Trustee may authenticate and
deliver such Debt Securities, in either its own name or that of its predecessor
Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee.


          Section
613.     Preferential Collection of Claims Against
Company.


          If
and when the Trustee shall be or shall become a creditor, directly or
indirectly, secured or unsecured, of the Company (or any other obligor upon the
Debt Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding collection of claims against the Company (or any such
other obligor).


- 48 -









          Section
614.     Authenticating Agent.


          The
Trustee shall upon Company Request appoint one or more Authenticating Agents
(including, without limitation, the Company or any Affiliate thereof) with
respect to one or more series of Debt Securities which shall be authorized on
behalf of the Trustee in authenticating Debt Securities of such series in
connection with the issue, delivery, registration of transfer, exchange,
partial redemption or repayment of such Debt Securities. Wherever reference is
made in this Indenture to the authentication of Debt Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent must be acceptable to the
Company and, in the case of Registered Securities, must be a corporation
organized and doing business under the laws of the United States or of any
State or the District of Columbia, having a combined capital and surplus of at
least $50,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by Federal or State authorities, and in
the case of Bearer Securities and an authenticating agent who is not organized
and doing business under the laws of the United States or of any State thereof
or the District of Columbia, is subject to supervision or examination by the
appropriate foreign authorities.


          Any
corporation succeeding to the corporate agency business of an authenticating
agent shall continue to be an authenticating agent without the execution or
filing of any paper or any further act on the part of the Trustee or such
authenticating agent.


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


          The
Company agrees to pay to each authenticating agent from time to time reasonable
compensation for its services under this Section.


          The
provisions of Sections 104, 111, 306, 309, 603, 604 and 605 shall be
applicable to any authenticating agent.


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


- 49 -









          This
is one of the Debt Securities, of the series designated herein, described in
the within-mentioned Indenture.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
[TRUSTEE]


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By

	
 


	
 

	
 

	
 

	
 

	
As
 Authenticating Agent for the Trustee


	
 

	
 

	
 

	
 

	
 


	
Dated: 

	
 

	
 

	
By

	
 


	
 

	
 

	
 

	
 

	
Authorized
 Signatory





ARTICLE SEVEN


Holders’ Lists and Reports By Trustee and
Company


          Section
701.     Company to Furnish Trustee Names and Addresses
of Holders.


          The
Company will furnish or cause to be furnished to the Trustee with respect to
Debt Securities of each series for which it acts as Trustee:


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


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

provided, however, that if and so long as the Trustee shall be the
Security Registrar, no such list need be furnished.


          Section
702.     Preservation of Information; Communications to
Holders.


                    (a)          The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders of Registered Securities contained in the most
recent list furnished to the Trustee as provided in Section 701 and the
names and addresses of Holders of Registered Securities received by the Trustee
in its capacity as Paying Agent or Security Registrar, if so acting. The
Trustee may destroy any list furnished to it as provided in Section 701
upon receipt of a new list so furnished. The Trustee shall preserve for at
least two years the names and addresses of Holders of Bearer Securities filed
with the Trustee by such Holders.


                    (b)          The
rights of Holders to communicate with other Holders with respect to their
rights under this Indenture or under the Debt Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust Indenture
Act.


- 50 -









                    (c)          Every
Holder of Debt Securities or coupons, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee shall
be held accountable by reason of any disclosure of information as to the names
and addresses of the Holders made pursuant to the Trust Indenture Act.


          Section
703.     Reports by 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 the date specified in
a supplemental indenture with respect to any issuance of Debt Securities under
this Indenture deliver to Holders a brief report, dated as of such specified
date, 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 any Debt
Securities of such series are listed, with the Commission and also with the
Company. The Company will notify the Trustee when any series of Debt Securities
are listed on any stock exchange and any delisting thereof.


          Section
704.     Reports by Company.


          The
Company shall file with the Trustee and the Commission, and transmit to Holders
such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act at the time and in the
manner pursuant to such Act; provided that such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 shall be filed
with the Trustee within 15 days after the same is so required to be filed with
the Commission.


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


ARTICLE EIGHT


Consolidation, Merger, Conveyance, Transfer
or Lease


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


          The
Company shall not consolidate with or merge into any other corporation or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company, or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:


- 51 -









                    (1)          in
case the Company shall consolidate with or merge into another corporation or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person, the corporation formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation organized and existing
under the laws of the United States of America, any political subdivision
thereof or any State thereof and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
(and premium, if any) and interest (including all additional amounts, if
any, payable pursuant to Section 1006) on all the Debt Securities and
the performance of every covenant of this Indenture on the part of the Company
to be performed or observed;


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


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


          Section 802.
    Successor Corporation Substituted.


          Upon
any consolidation with or merger into any other corporation, or any conveyance,
transfer or lease of the properties and assets of the Company substantially as
an entirety in accordance with Section 801, the successor corporation
formed by such consolidation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor had been named as the
Company herein, and thereafter, except in the case of a lease, the Company
(which term for this purpose shall mean the Person named as the “Company” in the
first paragraph of this instrument or any successor corporation which shall
theretofore have become such in the manner presented in this
Article) shall be relieved of all obligations and covenants under this
Indenture and the Debt Securities and any coupons.


          Section
803.     Conveyance or Transfer to a Wholly-owned
Subsidiary.


          Notwithstanding
the provisions of Sections 801 and 802, and without any requirement of
complying with any of such provisions, the Company may convey or transfer its
properties and assets substantially as an entirety to another corporation
organized and existing under the laws of the United States of America or any
State or the District of Columbia which is lawfully entitled to acquire the
same; provided, however, that immediately after giving effect to such
conveyance or transfer and to the receipt of the consideration therefore such
other corporation shall be a Wholly-owned Subsidiary of the Company and prior
to such conveyance or transfer there shall have been filed with the Trustee an
Officers’ Certificate to the effect that the requirements of this
Section 803 will be complied with in connection with such conveyance or
transfer.


- 52 -










ARTICLE NINE


Supplemental Indentures


          Section
901.     Supplemental Indentures without Consent of
Holders. 


          Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes: 


                    (1)          to
evidence the succession of another corporation to the Company, and the
assumption by such successor of the covenants of the Company herein and in the
Debt Securities contained; or 


                    (2)          to
add to the covenants of the Company, for the benefit of the Holders of all or
any series of Debt Securities (and if such covenants are to be for the benefit
of less than all series of Debt Securities, stating that such covenants are
expressly being included solely for the benefit of such series) or any coupons,
to convey, transfer, assign, mortgage or pledge any property to or with the
Trustee, or to surrender any right or power herein conferred upon the Company;
or 


                    (3)          to
add any additional Events of Default (and if such Events of Default are to be
applicable to less than all series of Debt Securities, stating that such Events
of Default are expressly being included solely to be applicable to such
series); or 


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


                    (5)          to
change or eliminate any of the provisions of this Indenture, provided that any
such change or elimination (a) shall become effective only when there is no
Debt Security Outstanding of any series created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provisions or
(b) shall not apply to any Debt Security Outstanding; or 


                    (6)          to
establish the form or terms of Debt Securities of any series as permitted by
Sections 201 and 301; or 


                    (7)          to
secure the Debt Securities; or 


                    (8)          to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Debt Securities of one or more series and to add to
or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 611(b); or 


- 53 -









                    (9)          to
cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture
which shall not be inconsistent with any provision of this Indenture, provided
such other provisions shall not adversely affect the interests of the Holders
of Debt Securities of any series or any related coupons in any material
respect; or 


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


          Section
902.     Supplemental Indentures with Consent of
Holders. 


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


                    (1)          change
the Stated Maturity of the principal or any installment of principal of, or any
installment of interest on, any Debt Security, or reduce the principal amount
thereof or the interest thereon or any premium payable upon redemption or
repayment thereof, or change any obligation of the Company to pay additional
amounts pursuant to Section 1006 (except as contemplated by Section 801(1) and
permitted by Section 901(1)), or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502, or
change any Place of Payment, or the coin or currency in which any Debt Security
or the interest thereon or any coupon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption or repayment, on or after the
Redemption Date or Repayment Date, as the case may be), or 


                    (2)          reduce
the percentage in principal amount of the Outstanding Debt Securities of any
series, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver (of
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture, or reduce the
requirements of Section 1404 for quorum or voting, or 


                    (3)          modify
any of the provisions of this Section, Section 513 or Section 1009, except to
increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Debt Security affected thereby; provided, however, that
this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant changes
in this Section and Section 1009, or the deletion of this proviso, in
accordance with the requirements of Section 611(b) and 901(8), or 


- 54 -









                    (4)          adversely
affect the right to repayment, if any, of Debt Securities of any series at the
option of the Holders thereof. 


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


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


          Section
903.     Execution of Supplemental Indentures. 


          In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but 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. 


          Section
904.     Effect of Supplemental Indentures. 


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


          Section
905.     Conformity with Trust Indenture Act. 


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


          Section
906.     Reference in Debt Securities to
Supplemental Indentures. 


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


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ARTICLE TEN


Covenants


          Section
1001.     Payment of Principal, Premium and
Interest. 


          The
Company covenants and agrees for the benefit of each series of Debt Securities
and any appurtenant coupons that it will duly and punctually pay the principal
of (and premium, if any) and interest on the Debt Securities in accordance with
the terms of the Debt Securities, any appurtenant coupons and this Indenture.
Any interest due on Bearer Securities on or before Maturity, other than
additional amounts, if any, payable as provided in Section 1006 in respect of
principal of (or premium, if any, on) such a Debt Security, shall be payable
only upon presentation and surrender of the coupon or coupons for such interest
installments as are evidenced thereby as they severally mature. 


          Section
1002.     Maintenance of Office or Agency. 


          The
Company will maintain in each Place of Payment for any series of Debt
Securities an office or agency where Debt Securities (but, except as otherwise
provided below, unless such Place of Payment is located outside the United
States, not Bearer Securities or coupons) may be presented or surrendered for
payment, where Debt Securities may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Company in respect of
the Debt Securities and this Indenture may be served. If Debt Securities of a
series are issuable as Bearer Securities, the Company will maintain, subject to
any laws or regulations applicable thereto, an office or agency in a Place of
Payment for such series which is located outside the United States where Debt
Securities of such series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Debt Securities of such series pursuant to Section 1006); provided, however,
that if the Debt Securities of such series are listed on a stock exchange
located outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent in any required city located outside the
United States, as the case may be, so long as the Debt Securities of such
series are listed on such exchange. The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of any such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices or demands may be made or
served at the Corporate Trust Office, and the Company hereby appoints
_______________ its agent to receive all presentations, surrenders, notices and
demands, except that Bearer Securities of that series and the related coupons
may be resented and surrendered for payment (including payment of any
additional amounts payable on Bearer Securities of that series pursuant to
Section 1006) at the place specified for the purpose pursuant to Section
301(5). 


          No
payment of principal of, or premium, if any, or interest on Bearer Securities
shall be made at any office or agency of the Company in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, payment
of principal of and any premium and interest (including additional amounts
payable in respect thereof) on any Bearer Security denominated in Dollars may
be made at an office or agency of, and designated by, the Company located in
the United States if (but only if) payment of the full amount of such
principal, premium, interest or additional amounts in Dollars at all offices
outside the United States maintained for the purpose by the Company in accordance
with this Indenture is illegal or effectively precluded by exchange controls or
other similar restrictions and the Trustee receives an Opinion of Counsel that
such payment within the United States is legal. Unless otherwise provided as
contemplated by Section 301 with respect to any series of Debt Securities, at
the option of the Holder of any Bearer Security or related coupon, payment may
be made by check in the currency designated for such payment pursuant to the
terms of such Bearer Security presented or mailed to an address outside the
United States or by transfer to an account in such currency maintained by the
payee with a bank located outside the United States.


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          The
Company may also from time to time designate one or more other offices or
agencies (in or outside of such Place of Payment) where the Debt Securities of
one or more series and any related coupons (subject to the preceding paragraph)
may be presented or surrendered for any or all such purposes, and may from time
to time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for any series of Debt
Securities for such purposes. The Company will give prompt written notice to
the Trustee of any such designation and any change in the location of any such
other office or agency. 


          Section
1003.   Money for Debt Securities Payments to Be Held
in Trust. 


          If
the Company shall at any time act as its own Paying Agent with respect to any
series of Debt Securities, it will, on or before each due date of the principal
of (and premium, if any) or interest on any of the Debt Securities of such
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its
action or failure so to act. 


          Whenever
the Company shall have one or more Paying Agents with respect to any series of
Debt Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Debt Securities of such series,
deposit with a Paying Agent a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act. 


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


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


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


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


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          The
Company may at any time, for the purpose of terminating its obligations under
this Indenture with respect to Debt Securities of any series or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums
to be held by the Trustee upon the same trusts as those upon which such sums
were held by the Company or such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money. 


          Any
principal and interest received on the Government Obligations deposited with
the Trustee or any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Debt Security of any series or any money on
deposit with the Trustee or any Paying Agent representing amounts deducted from
the Redemption Price or Repayment Price with respect to unmatured coupons not
presented upon redemption or exercise of the Holder’s option for repayment
pursuant to Section 1106 or 1303 and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Debt
Security or any coupon appertaining thereto shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money
(including the principal and interest received on Government Obligations
deposited with the Trustee), and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, shall at the
expense of the Company cause to be published once, in an Authorized Newspaper
of general circulation in the Borough of Manhattan, The City of New York, and
each Place of Payment or mailed to each such Holder, or both, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication or mailing, any
unclaimed balance of such money then remaining will be repaid to the Company. 


          Section
1004.     Corporate Existence. 


          Subject
to Article Eight, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence, rights
(charter and statutory) and franchises, provided, however, that the Company
shall not be required to preserve any such right or franchise if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Subsidiaries, taken as a
whole, and that the loss thereof is not disadvantageous in any material respect
to the Holders. 


          Section
1005.     Maintenance of Properties. 


          The
Company will cause all properties used or useful in the conduct of its business
or the business of any Subsidiary to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment and will
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times, provided, however, that nothing in this
Section shall prevent the Company from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, in the
judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders. 


- 58 -









          Section
1006.     Payment of Additional Amounts. 


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


          If
the Debt Securities of a series provide for the payment of additional amounts,
at least 10 days prior to the first Interest Payment Date with respect to that
series of Debt Securities (or if the Debt Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal (and
premium, if any) is made), and at least 10 days prior to each date of payment
of principal (and premium, if any) or interest if there has been any change
with respect to the matters set forth in the below-mentioned Officers’
Certificate, the Company will furnish the Trustee and the Company’s principal
Paying Agent or Paying Agents, if other than the Trustee, with an Officers’
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal of (and premium, if any) or interest on the
Debt Securities of that series shall be made to Holders of Debt Securities of
that series or the related coupons who are United States Aliens without withholding
for or on account of any tax, assessment or other governmental charge described
in the Debt Securities of that series. If any such withholding shall be
required, then such Officers’ Certificate shall specify by country the amount,
if any, required to be withheld on such payments to such Holders of Debt
Securities or coupons and the Company will pay to the Trustee or such Paying
Agent the additional amounts, if any, required by the terms of such Debt
Securities and the first paragraph of this Section. 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 Officers’ Certificate furnished
pursuant to this Section. 


          Section
1007.     Payment of Taxes. 


          The
Company will pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, all material taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the
income, profits or property of the Company or any Subsidiary, provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment or charge whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings or where failure to pay or discharge any such tax, assessment or
charge would not have a material adverse effect on the Holders. 


          Section
1008.     Officer’s Certificate as to Compliance.



          The
Company will furnish to the Trustee not more than 120 days after the end of the
Company’s fiscal year in each year (beginning with ___________, _____) a brief
certificate from the principal executive, financial or accounting officer of
the Company as to his or her knowledge of the Company’s compliance with all
conditions and covenants under this Indenture (such compliance to be determined
without regard to any period of grace or requirement of notice provided under
this Indenture), and, if he or she has knowledge of any default, specifying
each such default of which the signer has knowledge and the nature thereof.


- 59 -









          Section
1009.     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 or an event which, with notice or the lapse of time or both, would
constitute an 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. 


          Section
1010.     Waiver of Certain Covenants. 


          The
Company may omit in any particular instance to comply with any covenant or
condition set forth in Sections 1004, 1005 and 1007 inclusive with respect to
the Debt Securities of any series or any other covenant or condition applicable
to the Debt Securities of any series pursuant to Section 301 unless such
covenant or condition is determined pursuant to Section 301 not to be subject
to this provision if, before the time for such compliance the Holders of at
least a majority in principal amount of the Debt Securities at the time
Outstanding to which such covenant or condition applies shall, acting together
as a class by Act of such Holders, either waive such compliance in such instance
or generally waive compliance with such covenant or condition, but no such
waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect. 


          Section
1011.     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 Debt
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 ELEVEN


Redemption of Debt Securities


          Section
1101.     Applicability of Article. 


          Debt
Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Debt Securities of any series) in
accordance with this Article. 


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          Section
1102.     Election to Redeem; Notice to Trustee.



          The
election of the Company to redeem any Debt Securities shall be evidenced by a
Board Resolution. In case of any redemption at the election of the Company of
less than all of the Debt Securities
of any series, the Company shall, at least 45 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee in writing of such Redemption Date and of the
principal amount and the tenor and terms of the Debt Securities of any series
to be redeemed. In the case of any redemption of Debt Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Debt Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers’ Certificate evidencing compliance with such
restriction. 


          Section
1103.     Selection by Trustee of Debt Securities
to be Redeemed. 


          Except
as otherwise specified as contemplated by Section 301 for Debt Securities of
any series, if less than all the Debt Securities of any series with like tenor
and terms are to be redeemed, the particular Debt Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Debt Securities of such series with like tenor
and terms not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for Debt
Securities of such series or any integral multiple thereof which is also an
authorized denomination) of the principal amount of Registered Securities or
Bearer Securities (if issued in more than one authorized denomination) of such
series of a denomination larger than the minimum authorized denomination for
Debt Securities of such series. 


          The
Trustee shall promptly notify the Company in writing of the Debt Securities
selected for redemption and, in the case of any Debt Securities 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 Debt Securities shall relate, in the
case of any Debt Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Debt Security which has been or is to
be redeemed. 


          Section
1104.     Notice of Redemption. 


          Notice
of redemption shall be given in the manner provided in Section 106 not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Debt Securities to be redeemed. 


                    All
notices of redemption shall state:


                    (1)            the
Redemption Date,


                    (2)            the
Redemption Price, 


                    (3)            if
less than all Outstanding Debt Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts)
of the particular Debt Securities to be redeemed, 


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


- 61 -









                    (5)            the
Place or Places of Payment where such Debt Securities, together in the case of
Bearer Securities with all coupons, if any, appertaining thereto maturing after
the Redemption Date, are to be surrendered for payment of the Redemption Price,



                    (6)            that
Bearer Securities may be surrendered for payment only at such place or places
which are outside the United States, except as otherwise provided in Section
1002, 


                    (7)            that
the redemption is for a sinking fund, if such is the case, and 


                    (8)            the
CUSIP number, if any. 


          A
notice of redemption published as contemplated by Section 106 need not identify
particular Registered Securities to be redeemed. 


          Notice
of redemption of Debt Securities to be redeemed at the election of the Company
shall be given by the Company, or, at the Company’s request, by the Trustee in
the name and at the expense of the Company. 


          Section
1105.     Deposit of Redemption Price. 


          On
or prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
and/or Government Obligations the payments of principal and interest on which
when due (and without reinvestment) will provide money on or prior to the
Redemption Date in such amounts as will (together with any money irrevocably
deposited in trust with the Trustee, without investment) be sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all the Debt Securities or portions
thereof which are to be redeemed on that date; provided, however, that deposits
with respect to Bearer Securities shall be made with a Paying Agent or Paying
Agents located outside the United States except as otherwise provided in
Section 1002, unless otherwise specified as contemplated by Section 301. 


          Section
1106.     Debt Securities Payable on Redemption
Date. 


          Notice
of redemption having been given as aforesaid, the Debt Securities to be
redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Debt Securities shall cease to bear interest and the coupons for
such interest appertaining to any Bearer Securities so to be redeemed, except
to the extent provided below, shall be void. Upon surrender of any such Debt
Security for redemption in accordance with said notice, such Debt Security
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that installments of
interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only upon presentation and surrender of
coupons for such interest (at an office or agency located outside the United
States except as otherwise provided in Section 1002), and provided further,
that installments of interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such Debt
Securities, or one or more Predecessor Securities, registered as such on the
relevant Record Dates according to their terms and the provisions of Section
307. 


- 62 -









          If
any Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant coupons maturing after the Redemption Date, such Bearer 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 Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted without
interest thereon; provided, however, that interest represented by coupons shall
be payable only upon presentation and surrender of those coupons at an office
or agency located outside of the United States except as otherwise provided in
Section 1002. 


          If
any Debt Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Debt Security. 


          Section
1107.     Debt Securities Redeemed in Part. 


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


ARTICLE TWELVE


Sinking Funds


          Section
1201.     Applicability of Article. 


          The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Debt Securities of a series except as otherwise specified as
contemplated by Section 301 for Debt Securities of such series. 


          The
minimum amount of any sinking fund payment provided for by the terms of Debt
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 Debt Securities of any series is herein referred to an “optional
sinking fund payment”. If provided for by the terms of Debt Securities of any
series, the amount of any sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Debt Securities of any series as provided for by the terms of
Debt Securities of such series. 


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          Section
1202.     Satisfaction of Sinking Fund Payments
with Debt Securities. 


          The
Company (1) may deliver Outstanding Debt Securities of a series (other than any
previously called for redemption), together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto, and
(2) may apply as a credit Debt Securities of a series which have been redeemed
either at the election of the Company pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Debt Securities of such series required to be made pursuant to the terms of
such Debt Securities as provided for by the terms of such series; provided that
such Debt Securities have not been previously so credited. Such Debt Securities
shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Debt Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly. If as a result of the delivery or credit of Debt
Securities in lieu of cash payments pursuant to this Section 1202, the
principal amount of Debt Securities to be redeemed in order to exhaust the
aforesaid cash payment shall be less than $100,000, the Trustee need not call
Debt Securities for redemption, except upon Company Request, and such cash
payment shall be held by the Trustee or a Paying Agent and applied to the next
succeeding sinking fund payment, provided, however, that the Trustee or such
Paying Agent shall at the request of the Company from time to time pay over and
deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Debt Securities
purchased by the Company having an unpaid principal amount equal to the cash
payment requested to be released to the Company. 


          Section
1203.     Redemption of Debt Securities for Sinking
Fund. 


          Not
less than 45 days prior to each sinking fund payment date for any series of
Debt Securities (unless a shorter period shall be satisfactory to the Trustee),
the Company will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash, the portion thereof, if any, which is to be satisfied by
crediting Debt Securities of that series pursuant to Section 1202 and the basis
for any such credit and, prior to or concurrently with the delivery of such
Officers’ Certificate, will also deliver to the Trustee any Debt Securities to
be so credited and not theretofore delivered to the Trustee. Not less than 30
days (unless a shorter period shall be satisfactory to the Trustee) before each
such sinking fund payment date the Trustee shall select the Debt Securities to
be redeemed upon such sinking fund payment date in the manner specified in
Section 1103 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 1104.
Such notice having been duly given, the redemption of such Debt Securities
shall be made upon the terms and in the manner stated in Sections 1105, 1106
and 1107. 


- 64 -










ARTICLE THIRTEEN


Repayment at the Option of Holders


          Section
1301.     Applicability of Article. 


          Debt
Securities of any series which are repayable at the option of the Holders
thereof before their Stated Maturity shall be repaid in accordance with their
terms and (except as otherwise specified pursuant to Section 301 for Debt
Securities of such series) in accordance with this Article. 


          Section
1302.     Repayment of Debt Securities. 


          Each
Debt Security which is subject to repayment in whole or in part at the option
of the Holder thereof on a Repayment Date shall be repaid at the applicable
Repayment Price together with interest accrued to such Repayment Date as
specified pursuant to Section 301. 


          Section
1303.     Exercise of Option; Notice. 


          Each
Holder desiring to exercise such Holder’s option for repayment shall, as
conditions to such repayment, surrender the Debt Security to be repaid in whole
or in part together with written notice of the exercise of such option at any
office or agency of the Company in a Place of Payment, not less than 30 nor
more than 45 days prior to the Repayment Date; provided, however, that
surrender of Bearer Securities together with written notice of exercise of such
option shall be made at an office or agency located outside the United States
except as otherwise provided in Section 1002. Such notice, which shall be
irrevocable, shall specify the principal amount of such Debt Security to be
repaid, which shall be equal to the minimum authorized denomination for such
Debt Security or an integral multiple thereof, and shall identify the Debt
Security to be repaid and, in the case of a partial repayment of the Debt
Security, shall specify the denomination or denominations of the Debt Security
or Debt Securities of the same series to be issued to the Holder for the
portion of the principal of the Debt Security surrendered which is not to be
repaid. 


          If
any Bearer Security surrendered for repayment shall not be accompanied by all
unmatured coupons and all matured coupons in default, such Bearer Security may
be paid after deducting from the Repayment Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Bearer Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Repayment Price,
such Holder shall be entitled to receive the amount so deducted without
interest thereon; provided, however, that interest represented by coupons shall
be payable only at an office or agency located outside the United States except
as otherwise provided in Section 1002. 


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


- 65 -









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


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


          Section
1304.     Election of Repayment by Remarketing
Entities. 


          The
Company may elect, with respect to Debt Securities of any series which are
repayable at the option of the Holders thereof before their Stated Maturity, at
any time prior to any Repayment Date to designate one or more Remarketing
Entities to purchase, at a price equal to the Repayment Price, Debt Securities
of such series from the Holders thereof who give notice and surrender their
Debt Securities in accordance with Section 1303. 


          Section
1305.     Securities Payable on the Repayment Date.  


          Notice
of exercise of the option of repayment having been given and the Debt
Securities so to be repaid having been surrendered as aforesaid, such Debt
Securities shall, unless purchased in accordance with Section 1304, on the
Repayment Date become due and payable at the price therein specified and from
and after the Repayment Date such Debt Securities shall cease to bear interest
and shall be paid on the Repayment Date, and the coupons for such interest
appertaining to Bearer Securities so to be repaid, except to the extent
provided above, shall be void, unless the Company shall default in the payment
of such price in which case the Company shall continue to be obligated for the
principal amount of such Debt Securities and shall be obligated to pay interest
on such principal amount at the rate borne by such Debt Securities from time to
time until payment in full of such principal amount. 


- 66 -









ARTICLE FOURTEEN


Meetings of Holders of Debt Securities


          Section
1401.     Purposes for Which Meetings May Be Called.



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


          Section
1402.     Call, Notice and Place of Meetings. 


                    (a)           
 The Trustee may at any time call a
meeting of Holders of Debt Securities of any series issuable as Bearer
Securities for any purpose specified in Section 1401, to be held at such time
and at such place in the Borough of Manhattan, The City of New York, as the
Trustee shall determine. Notice of every meeting of Holders of Debt Securities
of any series, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting. 


                   (b)              In
case at any time the Company, pursuant to a Board Resolution, or the Holders of
at least 25% in principal amount of the Outstanding Debt Securities of any
series shall have requested the Trustee to call a meeting of the Holders of
Debt Securities of such series for any purpose specified in Section 1401, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of Debt Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York, for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section. 


          Section
1403.     Persons Entitled to Vote at Meetings.



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


- 67 -









          Section
1404.     Quorum; Action. 


          The
Persons entitled to vote a majority in principal amount of the Outstanding Debt
Securities of a series shall constitute a quorum for a meeting of Holders of
Debt Securities of such series. In the absence of a quorum within 30 minutes of
the time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Debt Securities of such series, be dissolved. In the absence of a quorum in any other case
the
meeting may be adjourned for a period of not less than 10 days as determined by
the chairperson of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may
be further adjourned for a period of not less than 10 days as determined by the
chairperson of the meeting prior to the adjournment of such adjourned meeting.
Notice of this reconvening of any adjourned meeting shall be given as provided
in Section 1402(a), except that such notice need be given only once not less
than five days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Debt Securities of such series which shall constitute a quorum. 


          Except
as limited by the proviso to Section 902, any resolution presented to a meeting
or adjourned meeting duly reconvened at which a quorum is present as aforesaid
may be adopted only by the affirmative vote of the Holders of majority in
principal amount of the Outstanding Debt Securities of that series, provided,
however, that, except as limited by the proviso to Section 902, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other Act which this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Debt Securities of a series
may be adopted at a meeting or an adjourned meeting duly reconvened and at which
a quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Debt Securities of
that series. 


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


          Section
1405.     Determination of Voting Rights; Conduct
and Adjournment of Meetings. 


                    (a)           
 Notwithstanding any other
provisions of this Indenture, the Trustee may make such reasonable regulations
as it may deem advisable for any meeting of Holders of Debt Securities of such
series in regard to proof of the holding of Debt Securities of such series and
of the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Debt Securities
shall be proved in the manner specified in Section 104 and the appointment of
any proxy shall be proved in the manner specified in Section 104 or, in the
case of Bearer Securities, by having the signature of the person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized
by Section 104 to certify to the holding of Bearer Securities. Such regulations
may provide that written instruments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in Section 104 or
other proof. 


                   (b)              The
Trustee shall, by an instrument in writing, appoint a temporary chairperson of
the meeting, unless the meeting shall have been called by the Company or by
Holders of Debt Securities as provided in Section 1402(b), in which case the
Company or the Holders of Debt Securities of the series calling the meeting, as
the case may be, shall in like manner appoint a temporary chairperson. A
permanent chairperson and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Debt Securities of such series represented at the meeting. 


- 68 -









                    (c)             At
any meeting each Holder of a Debt Security of such series or proxy shall be
entitled to one vote for each $1,000 principal amount (or the equivalent in
Euro, any other composite currency or a Foreign Currency) of Debt Securities of
such series held or represented by him; provided, however, that no vote shall
be cast or counted at any meeting in respect of any Debt Security challenged as
not Outstanding and ruled by the chairperson of the meeting not to be
Outstanding. The chairperson of the meeting shall have no right to vote, except
as a Holder of a Debt Security of such series or proxy. 


                    (d)             Any
meeting of Holders of Debt Securities of any series duly called pursuant to
Section 1402 at which a quorum is present may be adjourned from time to time by
Persons entitled to vote a majority in principal amount of the Outstanding Debt
Securities of such series represented at the meeting; and the meeting may be
held as so adjourned without further notice. 


          Section
1406.      Counting Votes and Recording Action
of Meetings. 


          The
vote upon any resolution submitted to any meeting of Holders of Debt Securities
of any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Debt Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Debt Securities of such series held or represented by them. The
permanent chairperson of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Debt Securities of
any series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having knowledge
of the facts setting forth a copy of the notice of the meeting and showing that
said notice was given as provided in Section 1402 and, if applicable, Section
1401. Each copy shall be signed and verified by the affidavits of the permanent
chairperson and secretary of the meeting and one such copy shall be delivered
to the Company, and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.



ARTICLE FIFTEEN


Defeasance


          Section
1501.     Termination of Company’s Obligations.



          If
this Section 1501 is specified, as contemplated by Section 301, to be
applicable to any series of Debt Securities and if the Company deposits
irrevocably in trust with the Trustee money and/or Government Obligations the
payments of principal and interest on which when due (and without reinvestment)
will provide money in such amounts as will (together with any money irrevocably
deposited in trust with the Trustee, without investment) be sufficient to pay
the principal of (and premium, if any) and any installment of principal of (and
premium, if any) or interest when due on the Debt Securities of such series and
any coupons appertaining thereto on the Stated Maturity of such principal or
interest or, if such series may be redeemed by the Company prior to the Stated
Maturity thereof and the Company shall have given irrevocable instructions to
the Trustee to effect such redemption, at the date fixed for such redemption
pursuant to Article Eleven, and any mandatory sinking fund, repayment or
analogous payments thereon on the scheduled due dates therefor, the Company’s
obligations under Sections 801, 803, 1005 and 1007 and any other covenant
determined pursuant to Section 301 to be subject to this Section shall
terminate and Sections 501(4) (with respect to Sections 801, 803, 1005 and
1007), 501(5), 501(6), 501(7) and 501(8) (if specified as contemplated by Section
301) shall be deemed not to be an Event of Default, in each case with respect
to the Debt Securities of the series for which such deposit was made; provided,
however, that (i) no Event of Default with respect to the Debt Securities of
such series under Section 501(6) or 501(7) or event that with notice or lapse
of time or both would constitute such an Event of Default shall have occurred
and be continuing on the 91st day after such date, (ii) such deposit will not
result in a breach of, or constitute a default under, this Indenture or any
other agreement or instrument to which the Company is a party or by which it is
bound, and (iii) such termination shall not relieve the Company of its
obligations under the Debt Securities of such series and this Indenture to pay
when due the principal of (and premium, if any) and interest and additional
amounts on such Debt Securities if such amounts are not paid (or payment is not
provided for) when due from the money and Government Obligations (and the
proceeds thereof) so deposited. 


- 69 -









          It
shall be a condition to the deposit of cash and/or Government Obligations and
the termination of the Company’s obligations pursuant to the provisions of this
Section with respect to the Debt Securities of any series under Sections 801,
803, 1005 and 1007 and any other covenant determined pursuant to Section 301 to
be subject to this Section and the inapplicability of the Events of Default
contained in Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent
set forth above pursuant to the provisions of this Section with respect to Debt
Securities of any series that the Company deliver to the Trustee (i) an
Officers’ Certificate to the effect that under the laws in effect on the date
such money and/or Government Obligations are deposited with the Trustee, the
amount thereof will be sufficient, after payment of all Federal, state and
local taxes in respect thereof payable by the Trustee, to pay principal (and
premium, if any) and interest when due on the Debt Securities of such series;
and (ii) an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to the defeasance
contemplated in this Section have been complied with. 


          It
shall be an additional condition to the deposit of cash and/or Government
Obligations and the termination of the Company’s obligations pursuant to the
provisions of this Section under Sections 801, 803, 1005 and 1007 and any other
covenant determined pursuant to Section 301 to be subject to this Section and
the inapplicability of the Events of Default contained in Section 501(4),
501(5), 501(6), 501(7) and 501(8) to the extent set forth above pursuant to the
provisions of this Section, with respect to the Debt Securities of any series
then listed on the New York Stock Exchange, that the Company deliver an Opinion
of Counsel that the Debt Securities of such series will not be delisted from
the New York Stock Exchange as a result of such deposit and termination. 


          After
a deposit as provided herein, the Trustee shall, upon Company Request,
acknowledge in writing the discharge of the Company’s obligations pursuant to
the provisions of this Section with respect to the Debt Securities of such
series under Sections 801, 803, 1005 and 1007 and any other covenant determined
pursuant to Section 301 to be subject to this Section and the inapplicability
of the Events of Default contained in Sections 501(4), 501(5), 501(6), 501(7)
and 501(8) to the extent set forth above. 


          Section
1502.     Repayment to Company. 


          The
Trustee and any Paying Agent shall promptly pay to the Company upon Company
Request any money or Government Obligations not required for the payment of the
principal of (and premium, if any) and interest on the Debt Securities of any
series for which money or Government Obligations have been deposited pursuant
to Section 1501 held by them at any time.


- 70 -









          The
Trustee and any Paying Agent shall promptly pay to the Company upon Company
Request any money held by them for the payment of principal (and premium, if
any) and interest that remains unclaimed for two years after the Maturity of
the Debt Securities for which a deposit has been made pursuant to Section 1501.
After such payment to the Company, the Holders of the Debt Securities of such
series and any related coupons shall thereafter, as unsecured general
creditors, look only to the Company for the payment thereof. 


          Section
1503.     Indemnity for Government Obligations.



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









- 71 -









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


	
 

	
 

	
 

	
 


	
 

	
MAKO
 SURGICAL CORP.


	
 

	
 

	
 


	
 

	
By 

	
 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
[TRUSTEE]


	
 

	
 

	
 


	
 

	
By 

	
 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:












- 72 -









EXHIBIT A-1


[Form of Certificate of Beneficial Ownership by a 

Non-United States Person or by Certain Other Persons]

Certificate


MAKO SURGICAL CORP.


[Insert title or sufficient description of

Debt Securities to be delivered]


          Reference
is hereby made to the Indenture dated as of ________________________ (the
“Indenture”) between MAKO Surgical Corp. and ___________________ (the
“Trustee”), covering the above-captioned Debt Securities. This is to certify
that as of the date hereof, ____________ principal amount of Debt Securities
credited to you for our account (i) is owned by persons that are not United
States Persons, as defined below; (ii) is owned by United States Persons that
are (a) foreign branches of United States financial institutions (as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) (“financial institutions”)
purchasing for their own account or for resale, or (b) United States Persons
who acquired the Debt Securities through foreign branches of United States
financial institutions and who hold the Debt Securities through such United
States financial institutions on the date hereof (and in either case (a) or
(b), each such United States financial institution encloses herewith a
certificate in the form of Exhibit A-2 to the Indenture); or (iii) is owned by
United States or foreign financial institutions for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), which United States or foreign financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) certify that they have not acquired the Debt Securities for purposes of
resale directly or indirectly to a United States Person or to a person within
the United States or its possessions. 


          [Insert
if certificate does not relate to an interest payment—We undertake to advise
you by facsimile followed by written confirmation if the above statement as to
beneficial ownership is not correct on the date of delivery of the
above-captioned Debt Securities in bearer form as to all of such Debt
Securities with respect to such of said Debt Securities as then appear in your
books as being held for our account.] We understand that this certificate is
required in connection with United States tax laws. We irrevocably authorize
you to produce this certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matters covered by this
certificate. “United States Person” shall mean a citizen or resident of the
United States of America (including the District of Columbia), a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof or an estate the income of
which is subject to United States Federal income taxation regardless of its
source, or a trust if a court within the United States is able to exercise
primary supervision over its administration and one or more United States
persons have the authority to control all of its substantial decisions, or
certain election trusts that were in existence on August 19, 1996, and were
treated as democratic trusts on that date. 


A-1









          [This
certificate excepts and does not relate to principal amount of Debt Securities
credited to you for our account and to which we are not now able to make the
certification set forth above. We understand that definitive Debt Securities
cannot be delivered and interest cannot be paid until we are able to so certify
with respect to such principal amount of Debt Securities.]* 


	
 

	
 

	
 

	
 

	
 


	
Dated: ____________, ____

 

 [To be dated on or after 

 ____________, ____ (the date

 determined as provided in the

 Indenture)]

	
 

	
 


	
 

	
 

	
[Name of Person Entitled
 to Receive Bearer Security]


	
 

	
 

	
 


	
 

	
 

	
(Authorized Signatory)


	
 

	
 

	
 


	
 

	
 

	
Name: 

	
 


	
 

	
 

	
 

	
Title: 

	
 





*    Delete
if inappropriate 





A-2









EXHIBIT A-2


[Form of Certificate of Status as a

Foreign Branch of a United States Financial Institution] 


Certificate 


MAKO SURGICAL CORP.


[Insert title or sufficient description of

Debt Securities to be delivered]


          Reference
is hereby made to the Indenture dated as of ______________________ (the
“Indenture”), MAKO Surgical Corp. and ____________________ relating to the
offering of the above-captioned Debt Securities (the “Debt Securities”). Unless
herein defined, terms used herein have the same meaning as given to them in the
Indenture. 


          The
undersigned represents that it is a branch located outside the United States of
a United States securities clearing organization, bank or other financial
institution (as defined in U.S. Treasury Regulation Section 1.165-12(c)(1)(v))
that holds customers’ securities in the ordinary course of its trade or
business and agrees, and authorizes you to advise the issuer or the issuer’s
agent, that it will comply with the requirements of Section 165(j)(3)(A), (B)
or (C) of the Internal Revenue Code of 1986 and the regulations thereunder and
is not purchasing for resale directly or indirectly to a United States Person
or to a person within the United States or its possessions. We undertake to
advise you by tested telex followed by written confirmation if the statement in
the immediately preceding sentence is not correct on the date of delivery of
the above-captioned Debt Securities in bearer form. 


          We
understand that this certificate is required in connection with the United
States tax laws. We irrevocably authorize you to produce this certificate or a
copy hereof to any interested party in any administrative or legal proceedings
with respect to the matters covered by this certificate. 


	
 

	
 

	
 

	
 

	
 


	
Dated: ____________, ____

 

 [To be dated on or after 

 ____________, ____ (the date

 determined as provided in the

 Indenture)]

	
 

	
 


	
 

	
 

	
[Name of Person Entitled
 to Receive Bearer Security]


	
 

	
 

	
 


	
 

	
 

	
(Authorized Signatory)


	
 

	
 

	
 


	
 

	
 

	
Name: 

	
 


	
 

	
 

	
 

	
Title: 

	
 





A-3