Exhibit 4(c)


 




 


 





Aon Corporation


 


 


and


 


 


THE BANK OF NEW YORK
MELLON TRUST COMPANY,


NATIONAL ASSOCIATION

Trustee


 


 


INDENTURE


 


 


Dated as of                                            


 


 


Senior Subordinated Debt
Securities


 

















 


CROSS-REFERENCE SHEET*


 


BETWEEN


 


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


 


	
  SECTION OF
  ACT

  	
   

  	
  SECTION OF INDENTURE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  310

  	
   

  	
  (a)(1) and (2)

  	
   

  	
  7.09

  
	
  310

  	
   

  	
  (a)(3) and(4)

  	
   

  	
  Not applicable

  
	
  310

  	
   

  	
  (b)

  	
   

  	
  7.8 and 7.10(b)

  
	
  310

  	
   

  	
  (c)

  	
   

  	
  Not applicable

  
	
  311

  	
   

  	
  (a) and (b)

  	
   

  	
  7.13

  
	
  311

  	
   

  	
  (c)

  	
   

  	
  Not applicable

  
	
  312

  	
   

  	
  (a)

  	
   

  	
  5.01 and 5.02(a)

  
	
  312

  	
   

  	
  (b) and (c)

  	
   

  	
  5.02(b) and (c)

  
	
  313

  	
   

  	
  (a)

  	
   

  	
  5.04(a)

  
	
  313

  	
   

  	
  (b)(1)

  	
   

  	
  Not applicable

  
	
  313

  	
   

  	
  (b)(2)

  	
   

  	
  5.04(b)

  
	
  313

  	
   

  	
  (c)

  	
   

  	
  5.04(c)

  
	
  313

  	
   

  	
  (d)

  	
   

  	
  5.04(d)

  
	
  314

  	
   

  	
  (a)

  	
   

  	
  5.03

  
	
  314

  	
   

  	
  (b)

  	
   

  	
  Not applicable

  
	
  314

  	
   

  	
  (c)(1) and (2)

  	
   

  	
  17.04

  
	
  314

  	
   

  	
  (c)(3)

  	
   

  	
  Not applicable

  
	
  314

  	
   

  	
  (d)

  	
   

  	
  Not applicable

  
	
  314

  	
   

  	
  (e)

  	
   

  	
  17.04

  
	
  314

  	
   

  	
  (f)

  	
   

  	
  Not applicable

  
	
  315

  	
   

  	
  (a), (c) and (d)

  	
   

  	
  7.01

  
	
  315

  	
   

  	
  (b)

  	
   

  	
  6.07

  
	
  315

  	
   

  	
  (e)

  	
   

  	
  6.08

  
	
  316

  	
   

  	
  (a)(1)

  	
   

  	
  6.01 and 6.06

  
	
  316

  	
   

  	
  (a)(2)

  	
   

  	
  Omitted

  
	
  316

  	
   

  	
  (a) last sentence

  	
   

  	
  8.04

  
	
  316

  	
   

  	
  (b)

  	
   

  	
  6.04

  
	
  317

  	
   

  	
  (a)

  	
   

  	
  6.02

  
	
  317

  	
   

  	
  (b)

  	
   

  	
  4.03(a)

  
	
  318

  	
   

  	
  (a)

  	
   

  	
  17.06

  



 






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


 


i

















 


TABLE OF CONTENTS


 


	
  ARTICLE ONE

  DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
   

  	
   

  
	
   

  	
  ADDITIONAL AMOUNTS

  	
  1

  
	
   

  	
  AUTHORIZED NEWSPAPER

  	
  2

  
	
   

  	
  BOARD OF DIRECTORS

  	
  2

  
	
   

  	
  BOARD RESOLUTION

  	
  2

  
	
   

  	
  BUSINESS DAY

  	
  2

  
	
   

  	
  CLOSING PRICE

  	
  2

  
	
   

  	
  COMMON DEPOSITARY

  	
  2

  
	
   

  	
  COMMON STOCK

  	
  3

  
	
   

  	
  COMPANY

  	
  3

  
	
   

  	
  COMPANY ORDER

  	
  3

  
	
   

  	
  CONVERSION AGENT

  	
  3

  
	
   

  	
  CONVERSION PRICE

  	
  3

  
	
   

  	
  CORPORATE TRUST OFFICE

  	
  3

  
	
   

  	
  COUPON

  	
  4

  
	
   

  	
  COUPON SECURITY

  	
  4

  
	
   

  	
  COVENANT DEFEASANCE

  	
  4

  
	
   

  	
  CURRENT MARKET PRICE

  	
  4

  
	
   

  	
  DEFEASANCE

  	
  4

  
	
   

  	
  EVENT OF DEFAULT

  	
  4

  
	
   

  	
  EXCHANGE ACT

  	
  4

  
	
   

  	
  GOVERNMENT OBLIGATION

  	
  4

  
	
   

  	
  HOLDER

  	
  4

  
	
   

  	
  INDENTURE

  	
  5

  
	
   

  	
  INTEREST

  	
  5

  
	
   

  	
  INTEREST PAYMENT DATE

  	
  5

  
	
   

  	
  JUNIOR SUBORDINATED INDEBTEDNESS

  	
  5

  
	
   

  	
  NYSE

  	
  5

  
	
   

  	
  OFFICERS’ CERTIFICATE

  	
  5

  
	
   

  	
  OPINION OF COUNSEL

  	
  5

  
	
   

  	
  ORIGINAL
  ISSUE DISCOUNT SECURITIES

  	
  5

  
	
   

  	
  OUTSTANDING

  	
  6

  
	
   

  	
  PERSON

  	
  6

  
	
   

  	
  PLACE OF PAYMENT

  	
  6

  
	
   

  	
  REGISTERED SECURITY

  	
  6

  
	
   

  	
  REGULAR RECORD DATE

  	
  7

  
	
   

  	
  RESPONSIBLE OFFICER

  	
  7

  
	
   

  	
  SECURITY REGISTER AND SECURITY REGISTRAR

  	
  7

  
	
   

  	
  SENIOR INDEBTEDNESS

  	
  7

  
	
   

  	
  TRADING DAY

  	
  7

  
	
   

  	
  TRUST INDENTURE ACT OF 1939

  	
  8

  
	
   

  	
  UNITED STATES

  	
  8

  
				



 


ii

















 


	
   

  	
  UNREGISTERED SECURITY

  	
  8

  
	
   

  	
  U.S. DEPOSITARY

  	
  8

  
	
   

  	
  U.S. DOLLAR

  	
  8

  
	
   

  	
  U.S. PERSON

  	
  8

  



 


	
  ARTICLE TWO

  	
   

  
	
  ISSUE, EXECUTION, REGISTRATION
  AND EXCHANGE OF SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Amount
  Unlimited; Issuable in Series

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 2.02.

  	
  Form Of
  Trustee’s Certificate Of Authentication

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 2.03.

  	
  Form,
  Execution, Authentication, Delivery And Dating Of Securities

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 2.04.

  	
  Denominations;
  Record Date

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 2.05.

  	
  Exchange
  And Registration Of Transfer Of Securities

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 2.06.

  	
  Temporary
  Securities

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 2.07.

  	
  Mutilated,
  Destroyed, Lost Or Stolen Securities

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 2.08.

  	
  Securities
  In Global Form

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.09.

  	
  Cancellation

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 2.10.

  	
  Computation
  Of Interest

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 2.11.

  	
  CUSIP
  Numbers

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  
	
  REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Redemption
  Of Securities; Applicability Of Article

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 3.02.

  	
  Notice Of
  Redemption; Selection Of Securities

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 3.03.

  	
  Payment
  Of Securities Called For Redemption

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
   

  
	
  PARTICULAR COVENANTS OF THE
  COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Payment
  Of Principal, Premium, Interest And Additional Amounts

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 4.02.

  	
  Offices
  For Notices And Payments, Etc

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 4.03.

  	
  Provisions
  As To Paying Agent

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 4.04.

  	
  Statement
  by Officers as to Default

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  	
   

  
	
  SECURITYHOLDER LISTS AND REPORTS
  BY

  	
   

  
	
  THE COMPANY AND THE TRUSTEE

  	
   

  



 


iii

















 


	
  Section 5.01.

  	
  Securityholder
  Lists

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 5.02.

  	
  Preservation
  And Disclosure Of Lists

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 5.03.

  	
  Reports
  By The Company

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 5.04.

  	
  Reports
  By The Trustee

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  	
   

  
	
  REMEDIES ON DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Events Of
  Default

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 6.02.

  	
  Payment
  Of Securities On Default; Suit Therefor

  	
  27

  
	
   

  	
   

  	
   

  
	
  Section 6.03.

  	
  Application
  Of Moneys Collected By Trustee

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 6.04.

  	
  Proceedings
  By Securityholders

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 6.05.

  	
  Remedies
  Cumulative And Continuing

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 6.06.

  	
  Direction
  Of Proceedings

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 6.07.

  	
  Notice Of
  Defaults

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 6.08.

  	
  Undertaking
  To Pay Costs

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 6.09.

  	
  Waiver Of
  Past Defaults

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
   

  
	
  CONCERNING THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Duties
  And Responsibilities Of Trustee

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 7.02.

  	
  Reliance
  On Documents, Opinions, Etc

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 7.03.

  	
  No
  Responsibility For Recitals, Etc

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 7.04.

  	
  Ownership
  Of Securities Or Coupons

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 7.05.

  	
  Moneys To
  Be Held In Trust

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 7.06.

  	
  Compensation
  And Expenses Of Trustee

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 7.07.

  	
  Officer’s
  Certificate As Evidence

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 7.08.

  	
  Conflicting
  Interest Of Trustee

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 7.09.

  	
  Eligibility
  Of Trustee

  	
  36

  



 


iv

















 


	
  Section 7.10.

  	
  Resignation
  Or Removal Of Trustee

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 7.11.

  	
  Acceptance
  By Successor Trustee

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 7.12.

  	
  Successor
  By Merger, Etc

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 7.13.

  	
  Limitations
  On Rights Of Trustee As Creditor

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  
	
  CONCERNING THE SECURITYHOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Action By
  Securityholders

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 8.02.

  	
  Proof Of
  Execution By Securityholders

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 8.03.

  	
  Who Are
  Deemed Absolute Owners

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 8.04.

  	
  Company-Owned
  Securities Disregarded

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 8.05.

  	
  Revocation
  Of Consents; Future Securityholders Bound

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
   

  
	
  SECURITYHOLDERS’ MEETINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Purposes
  Of Meetings

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 9.02.

  	
  Call Of
  Meetings By Trustee

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 9.03.

  	
  Call Of
  Meetings By Company Or Securityholders

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 9.04.

  	
  Qualification
  For Voting

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 9.05.

  	
  Regulations

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 9.06.

  	
  Voting

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Supplemental
  Indentures Without Consent Of Securityholders

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 10.02.

  	
  Supplemental
  Indentures With Consent Of Securityholders

  	
  45

  
	
   

  	
   

  	
   

  
	
  Section 10.03.

  	
  Compliance
  With Trust Indenture Act; Effect Of Supplemental Indentures

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 10.04.

  	
  Notation
  On Securities

  	
  47

  



 


v

















 


	
  ARTICLE ELEVEN

  	
   

  
	
  CONSOLIDATION, MERGER,
  CONVEYANCE, TRANSFER OR LEASE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Company
  May Consolidate, Etc., Only On Certain Terms

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 11.02.

  	
  Successor Corporation Substituted

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  	
   

  
	
  SATISFACTION AND DISCHARGE

  	
   

  
	
  OF INDENTURE; UNCLAIMED MONEYS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 12.01.

  	
  Discharge
  Of Indenture

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 12.02.

  	
  Deposited
  Moneys To Be Held In Trust By Trustee

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 12.03.

  	
  Paying
  Agent To Repay Moneys Held

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 12.04.

  	
  Return Of
  Unclaimed Moneys

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  	
   

  
	
  DEFEASANCE AND COVENANT
  DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 13.01.

  	
  Applicability
  Of Article; Company’s Option To Effect Defeasance Or Covenant Defeasance

  	
  50

  
	
   

  	
   

  	
   

  
	
  Section 13.02.

  	
  Defeasance
  And Discharge

  	
  50

  
	
   

  	
   

  	
   

  
	
  Section 13.03.

  	
  Covenant
  Defeasance

  	
  50

  
	
   

  	
   

  	
   

  
	
  Section 13.04.

  	
  Conditions
  To Defeasance Or Covenant Defeasance

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 13.05.

  	
  Deposited
  Money And Government Obligations To Be Held In Trust; Other Miscellaneous
  Provisions

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FOURTEEN

  	
   

  
	
  SUBORDINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 14.01.

  	
  Agreement
  To Subordinate

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 14.02.

  	
  No
  Payment On Securities If Senior Indebtedness In Default

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 14.03.

  	
  Distribution
  On Acceleration Of Securities; Dissolution And Reorganization; Subrogation Of
  Securities

  	
  54

  
	
   

  	
   

  	
   

  
	
  Section 14.04.

  	
  Reliance
  By Senior Indebtedness On Subordination Provisions

  	
  57

  
	
   

  	
   

  	
   

  
	
  Section 14.05.

  	
  Trustee’s
  Relation To Senior Indebtedness

  	
  58

  
	
   

  	
   

  	
   

  
	
  Section 14.06.

  	
  Other
  Provisions Subject Hereto

  	
  58

  



 


vi

















 


	
  ARTICLE
  FIFTEEN

  	
   

  
	
  CONVERSION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 15.01.

  	
  Conversion
  Privilege

  	
  58

  
	
   

  	
   

  	
   

  
	
  Section 15.02.

  	
  Conversion
  Procedure; Conversion Price; Fractional Shares

  	
  59

  
	
   

  	
   

  	
   

  
	
  Section 15.03.

  	
  Adjustment
  Of Conversion Price For Common Stock

  	
  60

  
	
   

  	
   

  	
   

  
	
  Section 15.04.

  	
  Consolidation
  Or Merger Of The Company

  	
  62

  
	
   

  	
   

  	
   

  
	
  Section 15.05.

  	
  Notice Of
  Adjustment

  	
  63

  
	
   

  	
   

  	
   

  
	
  Section 15.06.

  	
  Notice In
  Certain Events

  	
  63

  
	
   

  	
   

  	
   

  
	
  Section 15.07.

  	
  Company
  To Reserve Stock; Registration; Listing

  	
  64

  
	
   

  	
   

  	
   

  
	
  Section 15.08.

  	
  Taxes On
  Conversion

  	
  65

  
	
   

  	
   

  	
   

  
	
  Section 15.09.

  	
  Conversion
  After Record Date

  	
  65

  
	
   

  	
   

  	
   

  
	
  Section 15.10.

  	
  Corporate
  Action Regarding Par Value Of Common Stock

  	
  65

  
	
   

  	
   

  	
   

  
	
  Section 15.11.

  	
  Company
  Determination Final

  	
  65

  
	
   

  	
   

  	
   

  
	
  Section 15.12.

  	
  Trustee’s
  Disclaimer

  	
  65

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIXTEEN

  	
   

  
	
  IMMUNITY OF INCORPORATORS,

  	
   

  
	
  STOCKHOLDERS, OFFICERS AND
  DIRECTORS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 16.01.

  	
  Indenture
  And Securities Solely Corporate Obligations

  	
  66

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVENTEEN

  	
   

  
	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 17.01.

  	
  Benefits
  Of Indenture Restricted To Parties And Securityholders

  	
  66

  
	
   

  	
   

  	
   

  
	
  Section 17.02.

  	
  Provisions
  Binding On Company’s Successors

  	
  66

  
	
   

  	
   

  	
   

  
	
  Section 17.03.

  	
  Addresses
  For Notices, Etc

  	
  66

  
	
   

  	
   

  	
   

  
	
  Section 17.04.

  	
  Evidence
  Of Compliance With Conditions Precedent

  	
  66

  
	
   

  	
   

  	
   

  
	
  Section 17.05.

  	
  Legal
  Holidays

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 17.06.

  	
  Trust
  Indenture Act To Control

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 17.07.

  	
  Execution
  In Counterparts

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 17.08.

  	
  New York
  Contract

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 17.09.

  	
  Waiver of
  July Trial

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 17.10.

  	
  Force
  Majeure

  	
  67

  



 


vii
















 


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


 


WITNESSETH:


 


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


 


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


 


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


 


ARTICLE ONE

DEFINITIONS


 


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


 


ADDITIONAL AMOUNTS


 


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


 


1

















 


AUTHORIZED NEWSPAPER


 


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


 


BOARD OF DIRECTORS


 


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


 


BOARD RESOLUTION


 


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


 


BUSINESS DAY


 


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


 


CLOSING PRICE


 


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


 


COMMON DEPOSITARY


 


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


 


2

















 


COMMON STOCK


 


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


 


COMPANY


 


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


 


COMPANY ORDER


 


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


 


CONVERSION AGENT


 


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


 


CONVERSION PRICE


 


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


 


CORPORATE TRUST OFFICE


 


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


 


3

















 


COUPON


 


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


 


COUPON SECURITY


 


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


 


COVENANT DEFEASANCE


 


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


 


CURRENT MARKET PRICE


 


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


 


DEFEASANCE


 


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


 


EVENT OF DEFAULT


 


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


 


EXCHANGE ACT


 


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


 


GOVERNMENT OBLIGATION


 


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


 


HOLDER


 


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


 


4

















 


with the terms hereof, and (b) in
the case of any Unregistered Security, the bearer of such Security.


 


INDENTURE


 


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


 


INTEREST


 


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


 


INTEREST PAYMENT DATE


 


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


 


JUNIOR SUBORDINATED INDEBTEDNESS


 


The term “Junior Subordinated Indebtedness”
shall mean (i) indebtedness of the Company (whether outstanding on the
date of the Indenture or thereafter created, incurred, assumed or guaranteed by
the Company) which, pursuant to the terms of the instrument creating or
evidencing the same, is subordinate to the Securities in right of payment or in
rights upon liquidation and (ii) indebtedness under the junior
subordinated indenture dated as of January 13, 1997, as supplemented,
between the Company and The Bank of New York, a New York banking corporation.


 


NYSE


 


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


 


OFFICERS’ CERTIFICATE


 


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


 


OPINION OF COUNSEL


 


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


 


ORIGINAL ISSUE DISCOUNT SECURITIES


 


The term “Original Issue Discount Securities”
shall mean any Securities which are initially sold at a discount from the
principal amount thereof and which provide upon Event 


 


5

















 


of Default for declaration
of an amount less than the principal amount thereof to be due and payable upon
acceleration thereof.


 


OUTSTANDING


 


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


 


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


 


(b)           Securities,
or portions thereof, for the payment or redemption of which moneys in the
necessary amount shall have been deposited in trust with the Trustee or with
any paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own paying
agent), provided that if such Securities are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as provided
in Article Three, or provisions satisfactory to the Trustee shall have
been made for giving such notice;


 


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


 


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


 


PERSON


 


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


 


PLACE OF PAYMENT


 


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


 


REGISTERED SECURITY


 


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


 


6

















 


REGULAR RECORD DATE


 


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


 


RESPONSIBLE OFFICER


 


The term “responsible officer” when used with
respect to the Trustee shall mean any vice president, assistant treasurer,
trust officer, assistant vice president, or any other officer of the Trustee
customarily performing functions similar to those performed by the persons who
at the time shall be such officers, respectively, or to whom any corporate
trust matter is referred because of his knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.


 


SECURITY REGISTER AND SECURITY REGISTRAR


 


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


 


SENIOR INDEBTEDNESS


 


The term “Senior Indebtedness” shall mean the
principal of and interest (including, without limitation, any interest accruing
subsequent to the filing of a petition or other action concerning bankruptcy or
other similar proceedings) on the following, whether presently outstanding or
hereafter incurred: (a) all indebtedness of the Company (i) for money
borrowed (other than that evidenced by the Securities), (ii) which is
evidenced by a note, debenture or similar instrument (including a purchase
money mortgage) given in connection with the acquisition of any property or
assets (other than inventory or other similar property acquired in the ordinary
course of business), including securities, or (iii) for the payment of
money relating to a Capitalized Lease Obligation; (b) any liabilities of
others described in the preceding clause (a) which the Company has
guaranteed or which is otherwise its legal liability; (c) indebtedness of
the Company under interest rate swaps, caps or similar hedging agreements and
foreign exchange contracts, currency swaps or similar agreements; and (d) renewals,
extensions, refundings, restructurings, amendments and modifications of any
such indebtedness or guarantee. 
Notwithstanding anything to the contrary in this Indenture or the
Securities, “Senior Indebtedness” shall not include (w) any indebtedness
of the Company to a subsidiary, or (y) any Junior Subordinated
Indebtedness.


 


TRADING DAY


 


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


 


7

















 


TRUST INDENTURE ACT OF 1939


 


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


 


UNITED STATES


 


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


 


UNREGISTERED SECURITY


 


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


 


U.S. DEPOSITARY


 


The term “U.S. Depositary” shall mean, with respect
to the Securities of any series issuable or issued in whole or in part in the
form of one or more permanent global Securities, the Person designated as U.S.
Depositary by the Company pursuant to Section 2.01, which must be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, until a successor U.S. Depositary shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter “U.S. Depositary”
shall mean or include each Person who is then a U.S. Depositary hereunder, and
if at any time there is more than one such Person, “U.S. Depositary” shall mean
the U.S. Depositary with respect to the Securities of that series.


 


U.S. DOLLAR


 


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


 


U.S. PERSON


 


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


 


ARTICLE TWO

ISSUE, EXECUTION,
REGISTRATION AND

EXCHANGE OF SECURITIES


 


Section 2.01.        Amount
Unlimited; Issuable in Series.  The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited.The
Securities may be issued in one or more series. 
There shall be established in or pursuant to a Board Resolution, and set
forth in an Officers’ Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:


 


8

















 


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


 


(2)           any
limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 2.05,
2.06, 2.07, 3.02 or10.04);


 


(3)           whether
any Securities of the series are to be issuable in permanent global form with
or without coupons and, if so, (a) whether beneficial owners of interests
in any such permanent global Security may exchange such interests for
Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if
other than in the manner provided in Section 2.05, and (b) the name
of the Common Depositary or the U.S. Depositary, as the case may be, with
respect to any global Security;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9

















 


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


 


(12)         if
other than Registered Securities: whether the Securities of the series will be
issuable as Registered Securities or Unregistered Securities (with or without
coupons), or both; any restrictions applicable to the offer, sale or delivery
of Unregistered Securities; if other than as provided for in Section 2.05,
the terms upon which Unregistered Securities of the series may be exchanged for
Registered Securities of such series and vice versa; if other than as provided
for in Section 2.05 and Section 2.06, the terms upon which
Unregistered Securities shall be issued in definitive form; and, if other than
as provided for in Section 4.02, the circumstances, if any, under which
payment on any Unregistered Security or coupon will be made upon presentation
of such Unregistered Security or coupon at an agency of the Company outside the
United States or by transfer to an account in, or by mail to an address in, the
United States;


 


(13)         whether
and under what circumstances the Company will pay Additional Amounts on the
Securities of the series held by a person who is not a U.S. Person in respect
of any tax, assessment or governmental charge withheld or deducted and, if so,
whether the Company will have the option to redeem such Securities rather than
pay such Additional Amounts;


 


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


 


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


 


All Securities of any one series shall be
substantially identical except (i) as to denomination and (ii) that
Securities of any series may be issuable as either Registered Securities or
Unregistered Securities and (iii) as may otherwise be provided in or
pursuant to such Board Resolution and set forth in such Officers’ Certificate
or in any such indenture supplemental hereto.If any of the terms of the series
are established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Corporate Secretary
or any Assistant Secretary of the Company and delivered to the Trustee at the
same time as or prior to the delivery of the Officers’ Certificate setting
forth the terms of the series.


 


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


 


[FORM OF
TRUSTEE’S CERTIFICATE OF AUTHENTICATION]


 


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


 


10
















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Officer

  
					



 


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


 


Each Security and coupon shall be executed on
behalf of the Company by its Chairman of the Board of Directors or its Vice
Chairman of the Board of Directors or its President or any Executive Vice
President or any Vice President and by its Treasurer or any Assistant Treasurer
or its Secretary or any Assistant Secretary, under its Corporate seal.  Such signatures may be the manual or
facsimile signatures of the present or any future such officers.  The seal of the Company may be in the form of
a facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities.


 


Each Security and coupon bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Company shall bind the Company, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Security, or the Security to which such coupon
appertains.  At any time and from time to
time after the execution and delivery of this Indenture, the Company may
deliver Securities of any series executed by the Company and, in the case of
Coupon Securities, having attached thereto appropriate coupons, to the Trustee
for authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities.  If the form or terms of the Securities or
coupons of the series have been established in or pursuant to one or more Board
Resolutions as permitted by this Section and Section 2.01, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be given,
and (subject to Section 7.01) shall be fully protected in relying upon, an
Officers’ Certificate pursuant to Section 17.04 and an Opinion of Counsel
stating:


 


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


 


11





















 


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


 


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


 


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


 


Notwithstanding the provisions of Section 2.01
and of the immediately preceding paragraph, if all Securities of a series are
not to be originally issued at one time, it shall not be necessary to deliver
the Officers’ Certificate otherwise required pursuant to Section 2.01 or
the Company Order and Opinion of Counsel otherwise required pursuant to the
immediately preceding paragraph at or prior to the time of authentication of
each Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to
be issued.


 


Every Security shall be dated the date of its
authentication.


 


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


 


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


 


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


 


12

















 


as provided herein shall be
a day on which banking institutions in the City of Chicago or the City of New
York are authorized by law or required by executive order to close, then it
shall mean the next preceding day which shall not be a day on which such
institutions are so authorized or required to close.


 


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


 


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


 


If the Securities of any series are issued in
both registered and unregistered form, except as otherwise specified pursuant
to Section 2.01, at the option of the Holder thereof, Unregistered
Securities of any series may be exchanged for Registered Securities of such
series of any authorized denominations and of a like aggregate principal
amount, upon surrender of such Unregistered Securities to be exchanged at the
agency of the Company that shall be maintained for such purpose in accordance
with Section 4.02, with, in the case of Unregistered Securities that are
Coupon Securities, all unmatured coupons and all matured coupons in default
thereto appertaining.  At the option of
the Holder thereof, if Unregistered Securities of any series are issued in more
than one authorized denomination, except as otherwise specified pursuant to Section 2.01,
such Unregistered Securities may be exchanged for Unregistered Securities of
such series of other authorized denominations and of a like aggregate principal
amount, upon surrender of such Unregistered Securities to be exchanged at the
agency of the Company that shall be maintained for such purpose in accordance
with Section 4.02 or as specified pursuant to Section 2.01, with, in
the case of Unregistered Securities that are Coupon Securities, all unmatured
coupons and all matured coupons in default thereto appertaining.  Unless otherwise specified pursuant to Section 2.01,
Registered Securities of any series may not be exchanged for Unregistered
Securities of such series.  Whenever any
Securities are so surrendered for 


 


13

















 


exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.


 


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


 


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


 


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


 


Notwithstanding the foregoing, except as
otherwise specified as contemplated by Section 2.01, any permanent global
Security shall be exchangeable only as provided in this paragraph.  If the beneficial owners of interests in a
permanent global Security are entitled to exchange such interests for
Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified and as subject to the conditions
contemplated by Section 2.01, then without unnecessary delay but in any
event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive Securities of
that series in aggregate principal amount equal to the principal amount of such
permanent global Security, executed by the Company.  On or after the earliest date on which such
interests may be so exchanged, such permanent global Securities shall be
surrendered from time to time by the Common Depositary or the U.S. Depositary,
as the case may be, and in accordance with instructions given to the Trustee
and the Common Depositary or the U.S. Depositary, as the case may be, as shall
be specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities of the same series without charge.  The Trustee shall authenticate and make
available for delivery, in exchange for each portion of such surrendered
permanent global Security, a like aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such permanent global Security to be exchanged which shall be in
the form of the Securities of such series; provided, however, that no such
exchanges may occur during a period beginning at the opening of business
fifteen days before the day of the mailing of a notice of redemption of Securities
of that series selected for redemption under Article III and ending at the
close of business on the day of such mailing. 
Promptly following any such exchange in part, such permanent global
Security shall be returned 


 


14

















 


by the Trustee to the Common
Depositary or the U.S. Depositary, as the case may be, or such other Common
Depositary or U.S. Depositary referred to above in accordance with the
instructions of the Company referred to above. 
If a Security in the form specified for such series is issued in
exchange for any portion of a permanent global Security after the close of
business at the office or agency where such exchange occurs on any Regular
Record Date and before the opening of business at such office or agency on the
relevant Interest Payment Date, such interest will not be payable on such
Interest Payment Date in respect of such Security in the form specified for
such series, but will be payable on such Interest Payment Date only to the Person
to whom interest in respect of such portion of such permanent global Security
is payable in accordance with the provisions of this Indenture.


 


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


 


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


 


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


 


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


 


Section 2.06.                         Temporary Securities.  Pending the preparation of definitive
Securities of any series, the Company may execute and upon Company Order the
Trustee shall authenticate and deliver temporary Securities of such series
(printed, lithographed, typewritten or otherwise produced).  Temporary Securities of any series shall be
issuable in any authorized denominations, and in the form approved from time to
time by or pursuant to a Board Resolution but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may be
determined by the officers executing such temporary Securities, such
determination to be evidenced by such execution.  Every temporary Security shall be executed by
the Company and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities.  Except in the case of
temporary Securities in global form (which, except as otherwise provided
pursuant to Section 2.01, shall be exchanged in accordance with the
provisions of Section 2.05), without 


 


15





















 


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


 


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


 


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


 


16





















 


Company may, instead of issuing a substituted
Security, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Security or coupon) if the applicant for such
payment shall furnish the Company and the Trustee with such security or
indemnity as they may require to save each of them harmless and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company of the
destruction, loss or theft of such Security or coupon and of the ownership
thereof.


 


Every substituted Security with, in the case
of any such Security that is a Coupon Security, its coupons, issued pursuant to
the provisions of this Section by virtue of the fact that any Security or
coupon is destroyed, lost or stolen shall, with respect to such Security or
coupon, constitute an additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Security or coupon shall be found at any
time, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities, and the coupons appertaining
thereto, duly issued hereunder.


 


All Securities and any coupons appertaining
thereto shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities and coupons appertaining
thereto and shall, to the extent permitted by law, preclude any and all other
rights or remedies, notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.


 


Section 2.08.                         Securities In Global Form.  If Securities of a series are issuable in
global form, as specified as contemplated by Section 2.01, then,
notwithstanding the provisions of Section 2.01, any such Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. 
Any endorsement of a Security in global form to reflect the amount, or
any increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such Person as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 2.03 or Section 2.06.  Subject to the provisions of Section 2.03
and, if applicable, Section 2.06, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions,
given by the Person specified therein or in the applicable Company Order.  If a Company Order pursuant to Section 2.03
or 2.06 has been, or simultaneously is, delivered, any instructions by the
Company with respect to endorsement or redelivery of a Security in global form
shall be in writing but need not comply with Section 16.04 and need not be
accompanied by an Opinion of Counsel.


 


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


 


17

















 


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


 


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


 


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


 


Section 2.10.                         Computation Of Interest.  Except as otherwise specified as contemplated
by Section 2.01 for Securities of any series, interest on the Securities
of each series shall be computed on the basis of a 360-day year of twelve
30-day months.


 


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


 


ARTICLE THREE

REDEMPTION OF SECURITIES


 


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


 


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


 


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


 


18





















 


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


 


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


 


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


 


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


 


19

















 


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


 


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


 


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


 


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


 


Upon presentation of any Security redeemed in
part only, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Security or
Securities of the same series and stated maturity, of authorized denominations,
in aggregate principal amount equal to the unredeemed portion of the Security
so presented.


 


20
















 


ARTICLE
FOUR

PARTICULAR COVENANTS OF
THE COMPANY


 


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


 


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


 


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


 


21

















 


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


 


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


 


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


 


Section 4.03.                         Provisions As To Paying Agent.  (a) Whenever the Company shall appoint a
paying agent other than the Trustee with respect to the Securities of any
series, it will cause such paying agent to execute and deliver to the Trustee
an instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section,


 


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


 


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


 


(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.


 


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


 


(c)                                  Whenever the Company shall
have one or more paying agents for any series of Securities, it will, prior to
each due date of the principal of (and premium, if any), interest, if any, or
Additional Amounts, if any, on any Securities of that series, deposit with a
paying agent a sum sufficient to pay such principal (and premium, if any), or interest,
if any, or Additional Amounts, 


 


22





















 


if any, 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.


 


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


 


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


 


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


 


ARTICLE FIVE

SECURITYHOLDER LISTS
AND REPORTS BY THE

COMPANY AND THE TRUSTEE


 


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


 


(a)                                  semi-annually, not later
than each Interest Payment Date (in the case of any series having semi-annual
Interest Payment Dates) or not later than the dates determined pursuant to Section 2.01
(in the case of any series not having semi-annual Interest Payment Dates) a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities of such series as of the Regular Record
Date (or as of such other date as may be determined pursuant to Section 2.01
for such series) therefor, and


 


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


 


Section 5.02.                         Preservation And Disclosure Of Lists.  (a) The Trustee shall preserve, in as
current a form as is reasonably practicable, all information as to the names
and addresses of the Holders of each series of Securities contained in the most
recent list furnished to it as provided in Section 5.01 or received by the
Trustee in its capacity as Security Registrar. 
The Trustee may destroy any list furnished to it as provided in Section 5.01
upon receipt of a new list so furnished.


 


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


 


23





















 


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


 


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


 


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


 


If the Trustee shall elect not to afford to
such applicants access to such information, the Trustee shall, upon the written
request of such applicants, mail to each Holder of such series or all
Securities, as the case may be, whose name and address appear in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section a copy of the form of
proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender, the Trustee shall mail
to such applicants and file with the Securities and Exchange Commission,
together with a copy of the material to be mailed, a written statement to the
effect that, in the opinion of the Trustee, such mailing would be contrary to
the best interests of the Holders of Securities of such series or all
Securities, as the case may be, or would be in violation of applicable
law.  Such written statement shall
specify the basis of such opinion.  If
said Commission, after opportunity for a hearing upon the objections specified
in the written statement so filed, shall enter an order refusing to sustain any
of such objections or if, after the entry of an order sustaining one or more of
such objections, said Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met, and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.


 


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


 


Section 5.03.                         Reports By The Company.  The Company covenants: (a) to file with
the Trustee within fifteen days after the Company files the same with the Securities
and Exchange Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as said Commission may from time to time by 


 


24





















 


rules and regulations prescribe) which the
Company may be required to file with said Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934; or, if the
Company is not required to file information, documents or reports pursuant to
either of such sections, then to file with the Trustee and said Commission, in
accordance with rules and regulations prescribed from time to time by said
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Securities
Exchange Act of 1934 in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such rules and
regulations;


 


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


 


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


 


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


 


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


 


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


 


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


 


25





















 


ARTICLE SIX

REMEDIES ON DEFAULT


 


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


 


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


 


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


 


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


 


(d)                                 a court having jurisdiction
in the premises shall enter a decree or order for relief in respect of the
Company in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
the Company or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs and such decree or order shall remain
unstayed and in effect for a period of ninety days; or


 


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


 


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


 


then in each and every such case, unless the principal amount of all
the Securities of such series shall have already become due and payable, either
the Trustee or the Holders of not less than twenty-five percent in aggregate
principal amount of the Securities of such series then Outstanding, by notice
in writing to the Company (and to the Trustee if given by Holders of such
Securities) may declare the principal amount of all the Securities (or, with
respect to Original Issue Discount Securities, such lesser amount as may be
specified in the terms of such Securities) of such series to be due and payable
immediately, and upon any such declaration such principal amount (or specified
amount) shall become and shall be immediately due and payable, any provision of
this Indenture or the Securities of such series contained to the contrary
notwithstanding.  The foregoing
provisions, however, are subject to the conditions that if, at any 


 


26





















 


time after the principal of the Securities of any series shall have
been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest, if any, and all
Additional Amounts, if any, due upon all the Securities of such series and the
principal of (and premium, if any, on) all Securities of such series (or, with
respect to Original Issue Discount Securities, such lesser amount as may be
specified in the terms of such Securities), which shall have become due
otherwise than by acceleration (with interest, if any, upon such principal and
premium, if any, and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest and
Additional Amounts, if any, at the same rate as the rate of interest specified
in the Securities of such series, as the case may be (or, with respect to
Original Issue Discount Securities at the rate specified in the terms of such
Securities for interest on overdue principal thereof upon maturity, redemption
or acceleration of such series, as the case may be), to the date of such
payment or deposit), and such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of its negligence or willful misconduct, and any and all defaults
under the Indenture, other than the nonpayment of amounts which shall have
become due by acceleration, shall have been remedied, then and in every such
case the Holders of a majority in aggregate principal amount of the Securities
of such series then Outstanding, by written notice to the Company and to the
Trustee, may rescind and annul such declaration and its consequences; provided
no such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.


 


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


 


Section 6.02.                         Payment Of Securities On Default; Suit Therefor.  The Company covenants that (1) in case
default shall be made in the payment of any installment of interest, if any, on
any of the Securities of any series or any Additional Amounts in payable
respect of any of the Securities of any series, as and when the same shall
become due and payable, and such default shall have continued for a period of
thirty days, or (2) in case default shall be made in the payment of the
principal of (or premium, if any, on) any of the Securities of any series, as
and when the same shall have become due and payable, whether upon maturity of
such series or upon redemption or upon declaration or otherwise, then upon
demand of the Trustee, the Company will pay to the Trustee, for the benefit of
the Holders of the Securities of such series, and the coupons, if any,
appertaining to such Securities, the whole amount that then shall have become
due and payable on all such Securities of such series and such coupons, for
principal (and premium, if any) or interest, if any, or Additional Amounts, if
any, as the case may be, with interest upon the overdue principal (and premium,
if any) and (to the extent that payment of such interest is enforceable under
applicable law) upon overdue installments of interest, if any, and Additional
Amounts, if any, at the same rate as the rate of interest specified in the
Securities of such series (or, with respect to Original Issue Discount
Securities, at the rate specified in the 


 


27





















 


terms of such Securities for interest on overdue
principal thereof upon maturity, redemption or acceleration); and, in addition
thereto, such further amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all other
reasonable expenses and liabilities incurred, and all advances made, by the
Trustee except as a result of its negligence or willful misconduct.


 


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


 


In case there shall be pending proceedings
for the bankruptcy or for the reorganization of the Company or any other
obligor upon Securities of any series under Title 11 of the United States Code
or any other applicable law, or in case a receiver or trustee shall have been
appointed for the property of the Company or such other obligor, or in the case
of any other judicial proceedings relative to the Company or such other
obligor, or to the creditors or property of the Company or such other obligor,
the Trustee, irrespective of whether the principal of the Securities of such
series shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or
claims for the whole amount of principal (or, with respect to Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of that series), and premium, if any, interest, if any, and
Additional Amounts, if any, owing and unpaid in respect of the Securities of
such series, and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
for reimbursement of all reasonable expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or willful
misconduct) and of the Holders of the Securities and coupons of such series
allowed in any such judicial proceedings relative to the Company or other
obligor upon the Securities of such series, or to the creditors or property of
the Company or such other obligor, and to collect and receive any moneys or
other property payable or deliverable on any such claims, and to distribute all
amounts received with respect to the claims of the Securityholders of such
series and of the Trustee on their behalf; and any receiver, assignee or
trustee in bankruptcy or reorganization is hereby authorized by each of the
Holders of the Securities and coupons of such series to make payments to the
Trustee and, in the event that the Trustee shall consent to the making of
payments directly to the Securityholders of such series, to pay to the Trustee
such amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agents, attorneys and counsel, and all other reasonable expenses
and liabilities incurred, and all advances made, by the Trustee except as a
result of its negligence or willful misconduct.


 


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


 


28

















 


adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


 


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


 


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


 


Section 6.03.                         Application Of Moneys Collected By Trustee.  Any moneys collected by the Trustee pursuant
to Section 6.02 shall be applied in the order following, at the date or
dates fixed by the Trustee and, in case of the distribution of such moneys on
account of principal (or premium, if any) or interest, if any, upon
presentation of the several Securities and coupons in respect of which moneys
have been collected, and stamping thereon the payment, if only partially paid,
and upon surrender thereof, if fully paid:


 


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


 


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


 


THIRD:                                                       In case the
principal of the Securities in respect of which moneys have been collected
shall have become due, by declaration or otherwise, to the payment of the whole
amount then owing and unpaid upon the Securities of such series for principal
(and premium, if any), interest, if any, and Additional Amounts, if any, and
(to the extent that such interest has been collected by the Trustee) upon
overdue installments of interest, if any, and Additional Amounts, if any, at
the same rate as the rate of interest specified in the Securities of such
series 


 


29

















 


(or, with respect to
Original Issue Discount Securities, at the rate specified in the terms of such
Securities for interest on overdue principal thereof upon maturity, redemption
or acceleration); and in case such moneys shall be insufficient to pay in full
the whole amount so due and unpaid upon the Securities of such series, then to
the payment of such principal (and premium, if any), interest, if any, and
Additional Amounts, if any, without preference or priority of principal and
premium, if any, over interest, if any, and Additional Amounts, if any, or of
interest, if any, and Additional Amounts, if any, over principal and premium,
if any, or of any other Security of such series over any other Security of such
series, ratably to the aggregate of such principal and premium, if any, and
accrued and unpaid interest, if any, and Additional Amounts, if any; and


 


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


 


Section 6.04.                         Proceedings By Securityholders.  No Holder of any Security of any series or of
any coupon appertaining thereto shall have any right by virtue or by availing
of any provision of this Indenture to institute any action or proceedings at
law or in equity or in bankruptcy or otherwise, upon or under or with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless such Holder previously shall have given to the
Trustee written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of not less than twenty-five percent in
aggregate principal amount of the Securities of such series then Outstanding
shall have made written request upon the Trustee to institute such action or
proceedings in its own name as trustee hereunder and shall have offered to the
Trustee such indemnity reasonably satisfactory as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee for sixty days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action or proceedings and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 6.06; it being understood and intended, and
being expressly covenanted by the taker and Holder of every Security with every
other taker and Holder and the Trustee, that no one or more Holders of
Securities or coupons appertaining to such Securities shall have any right in
any manner whatever by virtue of or by availing himself of any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holder
of Securities or coupons appertaining to such Securities, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce
any right under this Indenture, except in the manner herein provided and for
the equal, ratable and common benefit of all Holders of Securities and
coupons.  For the protection and enforcement
of the provisions of this Section, each and every Securityholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.


 


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


 


30




















 


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


 


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


 


Section 6.07.        Notice Of
Defaults.  The Trustee
shall, within ninety days after the occurrence of a default with respect to the
Securities of any series, give notice of all defaults with respect to that
series known to the Trustee (i) if any Unregistered Securities of that
series are then Outstanding, to the Holders thereof, by publication at least
once in an Authorized Newspaper in the Borough of Manhattan, The City of New
York, (ii) if any Unregistered Securities of that series are then
Outstanding, to all Holders thereof who have filed their names and addresses
with the Trustee as described in Section 5.04 by mailing such notice to
such Holders at such addresses and (iii) to all Holders of then
Outstanding Registered Securities of that series, by mailing such notice to such
Holders at their addresses as they shall appear on the Security Register,
unless in each case such defaults shall have been cured before the mailing or
publication of such notice (the term “defaults” for the purpose of this Section being
hereby defined to be the events specified in Sections 6.01(a), (b), (c), (d) and
(e) and any additional events specified in the terms of any series of
Securities pursuant to Section 2.01, not including periods of grace, if
any, provided for therein, and irrespective of the giving of written notice
specified in Section 6.01(c) or in the terms of any Securities
established pursuant to Section 2.01); and provided that, except in the
case of default in the payment of the principal of or interest, if any, premium
or Additional Amounts, if any, on any of the Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of the Securities
of such series.


 


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


 


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


 


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


 


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


 


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


 


ARTICLE SEVEN

CONCERNING THE TRUSTEE


 


Section 7.01.        Duties And
Responsibilities Of Trustee.  The Trustee, except during the continuance of
an Event of Default of a particular series, undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture.  In case an Event of Default with respect to a
particular series has occurred (which has not been cured), 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 man would
exercise or use under the circumstances in the conduct of his own affairs.


 


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


 


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(a)           prior
to the occurrence of an Event of Default with respect to a particular series
and after the curing of all Events of Default with respect to such series which
may have occurred:


 


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


 


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


 


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


 


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


 


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


 


No provision of this
Indenture shall be construed as requiring the Trustee to expend or risk its own
funds or otherwise to incur any personal financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or powers,
if there shall be reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured
to it.


 


Section 7.02.        Reliance On
Documents, Opinions, Etc.  Subject to the provisions of Section 7.01:


 


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


 


(b)           any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an instrument signed in the name of the Company by
the Chairman of the Board of Directors or any Vice Chairman of the Board of
Directors or the President or any Executive Vice President or any Vice
President or the Treasurer and by the Secretary or any Assistant Secretary or,
if the other signatory is other than the Treasurer, any Assistant Treasurer


 


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(unless other evidence in respect thereof be herein
specifically prescribed); and any Board Resolution may be evidenced to the
Trustee by a copy thereof certified by the Secretary or any Assistant Secretary
of the Company;


 


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


 


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


 


(e)           the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, coupon or
other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or investigation,
it shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney;


 


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


 


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


 


(h)           in
no event shall the Trustee be responsible or liable for any indirect or
consequential (being loss of business, goodwill, opportunities or profit) loss
or damage, irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action;


 


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


 


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


 


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


 


Section 7.03.        No
Responsibility For Recitals, Etc.  The recitals contained herein and in the
Securities, other than the Trustee’s certificate of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. 
The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Securities, provided that the Trustee shall not be
relieved of its duty to authenticate Securities only as authorized by this
Indenture.  The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.


 


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


 


Section 7.05.        Moneys To Be
Held In Trust.  Subject to
the provisions of Section 12.04 hereof, all moneys received by the Trustee
or any paying agent shall, until used or applied as herein provided, be held in
trust for the purposes for which they were received, but need not be segregated
from other funds except to the extent required by law.  Neither the Trustee nor any paying agent
shall be under any liability for interest on any moneys received by it
hereunder except such as it may agree with the Company to pay thereon.  So long as no Event of Default shall have
occurred and be continuing, all interest allowed on any such moneys shall be
paid from time to time upon the written order of the Company, signed by its
Chairman of the Board of Directors or any Vice Chairman of the Board of
Directors or its President or any Executive Vice President or any Vice
President or its Treasurer or any Assistant Treasurer.


 


Section 7.06.        Compensation
And Expenses Of Trustee.  The Company covenants and agrees to pay to
the Trustee from time to time, and the Trustee shall be entitled to, reasonable
compensation, and, except as otherwise expressly provided, the Company will pay
or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation,
expenses and disbursements of its counsel and of all persons not regularly in
its employ) except any such expense, disbursement or advance as may arise from
its own negligence or willful misconduct. 
The Company also covenants to indemnify the Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
willful misconduct on the part of the Trustee, arising out of or in connection
with the acceptance or administration of this trust, including the costs and
expenses of defending itself against any claim of liability in the
premises.  The obligations of the Company
under this Section to compensate the Trustee and to pay or reimburse the
Trustee for reasonable expenses, disbursements and advances shall constitute
additional indebtedness hereunder.  Such
additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the Holders of particular
Securities or coupons.


 


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


 


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


 


Section 7.07.        Officers’
Certificate As Evidence.  Subject to the provisions of Section 7.01,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering any action to be taken hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of negligence or bad faith on the part of the Trustee, be
deemed to be conclusively proved and established by an Officers’ Certificate
delivered to the Trustee, and such Certificate, in the absence of negligence or
willful misconduct on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted by it under the provisions of
this Indenture upon the faith thereof.


 


Section 7.08.        Conflicting
Interest Of Trustee.  (a) If the Trustee has or shall acquire
any conflicting interest, as defined in the Trust Indenture Act of 1939, it
shall, within ninety days after ascertaining that it has such conflicting
interest, either eliminate such conflicting interest or resign in the manner
and with the effect specified in the Trust Indenture Act of 1939.


 


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


 


Section 7.09.        Eligibility Of
Trustee.  There shall
at all times be a trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States or of any State or Territory
thereof or of the District of Columbia, which


 


(a)           is
authorized under such laws to exercise corporate trust powers, and


 


(b)           is
subject to supervision or examination by Federal, State, Territorial or
District of Columbia authority, and


 


(c)           shall
have at all times a combined capital and surplus of not less than fifty million
dollars.  If such corporation publishes
reports of condition at least annually, pursuant to law, or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation at any time
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. 
In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Trustee shall resign immediately in
the manner and with the effect specified in Section 7.10.


 


Section 7.10.        Resignation Or
Removal Of Trustee.  (a) The
Trustee, or any trustee or trustees hereafter appointed, may, upon sixty days’
written notice to the Company, at any time


 


36





















 


resign with respect to one or more or all series by
giving written notice of resignation to the Company, and


 


(i)            if any Unregistered
Securities of a series affected are then outstanding, by giving notice of such
resignation to the Holders thereof, by publication at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York,


 


(ii)           if any Unregistered
Securities of a series affected are then outstanding, by mailing notice of such
resignation to the Holders thereof who have filed their names and addresses
with the Trustee as described in Section 5.04 at such addresses as were so
furnished to the Trustee and


 


(iii)          by mailing notice
of such resignation to the Holders of then outstanding Registered Securities of
each series affected at their addresses as they shall appear on the Security
Register.  Upon receiving such notice of
resignation the Company shall promptly appoint a successor trustee with respect
to the applicable series by written instrument, in duplicate, executed by order
of the Board of Directors of the Company, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee.  If no successor trustee shall have been so
appointed and have accepted appointment within thirty days after the mailing of
such notice of resignation to the Securityholders, the resigning Trustee may
petition at the expense of the Company any court of competent jurisdiction for
the appointment of a successor trustee, or any Securityholder who has been a
bona fide Holder of a Security or Securities of the applicable series for at
least six months may, subject to the provisions of Section 6.08, on behalf
of himself and all others similarly situated, petition any such court for the
appointment of a successor trustee.  Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.


 


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


 


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


 


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


 


(3)           the
Trustee shall become incapable of acting with respect to any series of
Securities, or, shall be adjudged a bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then, in any such case, the
Company may remove the Trustee with respect to the applicable series of
Securities and appoint a successor trustee with respect to such series by
written instrument, in duplicate, executed by order of the Board of Directors
of the Company, one copy of which instrument shall be delivered to the Trustee
so removed and one copy to the successor trustee, or, 


 


37

















 


subject to the provisions of
Section 6.08, any Securityholder of such series who has been a bona fide
Holder of a Security or Securities of the applicable series for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series.  Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.


 


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


 


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


 


Section 7.11.        Acceptance By
Successor Trustee.  Any
successor trustee appointed as provided in Section 7.10 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor trustee with respect to all or any applicable series shall
become effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with like
effect as if originally named as trustee herein; but, nevertheless, on the
written request of the Company or of the successor trustee, the trustee ceasing
to act shall, upon payment of any amounts then due it pursuant to the
provisions of Section 7.06, execute and deliver an instrument transferring
to such successor trustee all the rights and powers of the trustee so ceasing
to act.  Upon request of any such
successor trustee, the Company shall execute any and all instruments in writing
in order more fully and certainly to vest in and confirm to such successor
trustee all such rights and powers.  Any
trustee ceasing to act shall, nevertheless, retain a lien upon all property or
funds held or collected by such trustee to secure any amounts then due it
pursuant to the provisions of Section 7.06.


 


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


 


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


 


38

















 


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


 


Section 7.12.        Successor By
Merger, Etc.  Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09, without the execution or filing of any paper
or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.


 


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


 


ARTICLE EIGHT

CONCERNING THE
SECURITYHOLDERS


 


Section 8.01.        Action By Securityholders.  Whenever in this Indenture it is provided
that the Holders of a specified aggregate principal amount of the Outstanding
Securities of any series may take any action (including the making of any
demand or request, the giving of any notice, consent or waiver or the taking of
any other action), the fact that at the time of taking any such action the
Holders of such specified amount have joined therein may be evidenced (a) by
any instrument or any number of instruments of similar tenor executed by
Securityholders in person or by agent or proxy appointed in writing, or (b) by
the record of the Holders of Securities voting in favor thereof at any meeting
of Securityholders duly called and held in accordance with the provisions of Article Nine,
or (c) by a combination of such instrument or instruments and any such
record of such a meeting of Securityholders.


 


In determining whether the Holders of a
specified aggregate principal amount of the Outstanding Securities have taken
any action (including the making of any demand or request, the giving of any
notice, consent or waiver or the taking of any other action), the principal
amount of any Original Issue Discount Security that may be counted in making
such determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the


 


39

















 


amount of the principal
thereof that could be declared to be due and payable upon an Event of Default
pursuant to the terms of such Original Issue Discount Security at the time the
taking of such action is evidenced to the Trustee.


 


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


 


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


 


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


 


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


 


40




















 


person in whose name a Registered Security shall be
registered upon the Security Register as the absolute owner of such Registered
Security (whether or not such Registered Security shall be overdue) for the
purpose of receiving payment thereof or on account thereof and for all other
purposes and neither the Company, the Trustee, any paying agent, any transfer
agent nor any Security Registrar shall be affected by any notice to the
contrary.


 


Section 8.04.        Company-Owned
Securities Disregarded.  In determining whether the Holders of the
required aggregate principal amount of Securities have given any request,
demand, authorization, direction, notice, consent or waiver under this
Indenture, Securities which are owned by the Company or by any person directly
or indirectly controlling or controlled by or under direct or indirect control
with the Company, shall be disregarded and deemed not to be outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such request, demand,
authorization, direction, notice, consent or waiver only Securities which the
Trustee knows are so owned shall be disregarded.  Securities so owned which have been pledged
in good faith may be regarded as Outstanding for the purposes of this Section if
the pledgee shall establish to the satisfaction of the Trustee the pledgor’s
right to vote such Securities and that the pledgee is not a person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company.  In the case of
a dispute as to such right, any decision by the Trustee taken upon the advice
of counsel shall be full protection to the Trustee.


 


Section 8.05.        Revocation Of
Consents; Future Securityholders Bound.  At any time prior to the taking of any action
by the Holders of the aggregate principal amount of the Outstanding Securities
specified in this Indenture in connection with such action, any Holder of a
Security the identifying number of which is shown by the evidence to be
included in the Securities the Holders of which have consented to such action
may, by filing written notice with the Trustee at its office and upon proof of
holding as provided in Section 8.02, revoke such action so far as concerns
such Security.  Except as aforesaid, any
such action taken by the Holder of any Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Security and of
any Security issued in exchange or substitution therefor Irrespective of
whether or not any notation in regard thereto is made upon such Security.  Any action taken by the Holders of the
aggregate principal amount of the Securities specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee
and the Holders of all the Securities of each series intended to be affected
thereby.


 


ARTICLE NINE

SECURITYHOLDERS’
MEETINGS


 


Section 9.01.        Purposes Of
Meetings.  A meeting of
Securityholders of any series may be called at any time and from time to time
pursuant to the provisions of this Article for any of the following
purposes:


 


(1)           to
give any notice to the Company or to the Trustee, or to give any directions to
the Trustee, or to waive any default hereunder and its consequences, or to take
any other action authorized to be taken by Securityholders pursuant to any of
the provisions of Article Six;


 


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(2)           to
remove the Trustee and appoint a successor trustee pursuant to the provisions
of Article Seven;


 


(3)           to
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 10.02; or


 


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


 


Section 9.02.        Call Of
Meetings By Trustee.  The Trustee may at any time call a meeting of
Holders of Securities of any series to take any action specified in Section 9.01,
to be held at such time and at such place in the Borough of Manhattan, The City
of New York, as the Trustee shall determine. 
Notice of every meeting of the Holders of Securities of any or all
series, setting forth the time and place of such meeting and in general terms
the action proposed to be taken at such meeting, shall be given (i) if any
Unregistered Securities of such series are then Outstanding, to all Holders
thereof, by publication at least twice in an Authorized Newspaper in the
Borough of Manhattan, The City of New York prior to the date fixed for the
meeting, the first publication, in each case, to be not less than twenty nor
more than one hundred eighty days prior to the date fixed for the meeting and
the last publication to be not more than five days prior to the date fixed for
the meeting, (ii) if any Unregistered Securities of such series are then
Outstanding, to all Holders thereof who have filed their names and addresses
with the Trustee as described in Section 5.04, by mailing such notice to
such Holders at such addresses, not less than twenty nor more than one hundred
eighty days prior to the date fixed for the meeting and (iii) to all
Holders of then Outstanding Registered Securities of such series, by mailing
such notice to such Holders at their addresses as they shall appear on the
Security Register, not less than twenty nor more than one hundred eighty days
prior to the date fixed for the meeting. 
Failure of any Holder or Holders to receive such notice or any defect
therein shall in no case affect the validity of any action taken at such
meeting.  Any meeting of Holders of
Securities of any series shall be valid without notice if the Holders of all
Securities of such series Outstanding, the Company and the Trustee are present
in person or by proxy or shall have waived notice thereof before or after the
meeting.


 


Section 9.03.        Call Of
Meetings By Company Or Securityholders.  In case at any time the Company, pursuant to
a Board Resolution, or the Holders of at least ten percent in aggregate
principal amount of the Securities of any series, as the case may be, then
Outstanding, shall have requested the Trustee to call a meeting of
Securityholders of Securities of such series to take any action authorized in Section 9.01,
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed or published as
provided in Section 9.02, the notice of such meeting within thirty days
after receipt of such request, then the Company or the Holders of Securities of
such series in the amount above specified may determine the time and the place
in said Borough of Manhattan for such meeting and may call such meeting to take
any action authorized in Section 9.01, by mailing or publishing notice
thereof as provided in Section 9.02.


 


Section 9.04.        Qualification
For Voting.  To be
entitled to vote at any meeting of Securityholders a person shall be a Holder
of one or more Securities of the series with respect to


 


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which a meeting is being held or a person appointed
by an instrument in writing as proxy by such a Holder.  The only persons who shall be entitled to be
present or to speak at any meeting of the Securityholders shall be the persons
entitled to vote at such meeting and their counsel and any representatives of
the Trustee and its counsel and any representatives of the Company and its
counsel.


 


Section 9.05.        Regulations.  Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination
of proxies, certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall think fit.


 


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


 


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


 


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


 


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


 


ARTICLE TEN

SUPPLEMENTAL INDENTURES


 


Section 10.01.      Supplemental
Indentures Without Consent Of Securityholders.  The Company, when authorized by Board
Resolution, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of the
execution thereof) for one or more of the following purposes:


 


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


 


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


 


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


 


(d)           to
cure any ambiguity or to correct or supplement any provision contained herein
or in any supplemental indenture or in the terms of any series of Securities
which may be defective or inconsistent with any other provision contained
herein or in any supplemental indenture or in the terms of any series of
Securities; to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee; or to make such other provisions in regard to matters or
questions arising under this Indenture or under any supplemental indenture or
in the terms of any series of Securities as shall not adversely affect the
interests of the Holders of any series of Securities or any coupons
appertaining to such Securities in any material respect;


 


(e)           to
evidence and provide for the acceptance and appointment hereunder by a
successor trustee with respect to the Securities of one or more series and to
add or change any provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, pursuant to Section 7.11;


 


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


 


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


 


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


 


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


 


Section 10.02.      Supplemental
Indentures With Consent Of Securityholders.  With the consent (evidenced as provided in Section 8.01)
of the Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
the Company, when authorized by a Board Resolution, and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or modifying in any manner the rights of the Holders of the
Securities of each such series or any coupons appertaining to such Securities;
provided, however, that, without the consent of the Holder of each Outstanding
Security affected thereby, no such supplemental indenture shall:


 


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


 


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


 


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


 


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


 


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Section or the deletion of this proviso, in
accordance with the requirements of Sections 7.11 and 10.01(e).


 


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


 


Upon the request of the Company, accompanied
by a copy of a Board Resolution authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the
consent of Securityholders as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.


 


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


 


Promptly after the execution and delivery by
the Company, and the Trustee of any supplemental indenture pursuant to the
provisions of this Section, the Trustee shall give notice of such supplemental
indenture (i) to the Holders of then Outstanding Registered Securities of
each series affected thereby, by mailing a notice thereof by first-class mail
to such Holders at their addresses as they shall appear on the Security
Register, (ii) if any Unregistered Securities of a series affected thereby
are then Outstanding, to the Holders thereof who have filed their names and
addresses with the Trustee as described in Section 5.04, by mailing a
notice thereof by first-class mail to such Holders at such addresses as were so
furnished to the Trustee and (iii) if any Unregistered Securities of a
series affected thereby are then Outstanding, to all Holders thereof, by
publication of a notice thereof at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York, and in each case such notice shall
set forth in general terms the substance of such supplemental indenture.  Any failure of the Company to mail or publish
such notice, or any defect therein, shall not, however in any way impair or
affect the validity of any such supplemental indenture.


 


Section 10.03.      Compliance With
Trust Indenture Act; Effect Of Supplemental Indentures.  Any supplemental indenture executed pursuant
to the provisions of this Article Ten shall comply with the Trust
Indenture Act of 1939, as then in effect. 
Upon the execution of any supplemental indenture pursuant to the
provisions of this Article Ten, this Indenture shall be and be deemed to
be modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the Holders of Securities shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.


 


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 The
Trustee, subject to the provisions of Sections 7.01 and 7.02, shall be given an
Opinion of Counsel and Officers’ Certificate stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture as
conclusive evidence that any such supplemental indenture complies with the
provisions of this Article Ten.


 


Section 10.04.      Notation On
Securities.  Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provision of this Article Ten may
bear a notation in form approved by the Trustee as to any matter provided for
in such supplemental indenture.  New
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors of the Company, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered, without charge to the
Securityholders, in exchange for the Securities of such series then
Outstanding.


 


ARTICLE
ELEVEN

CONSOLIDATION, MERGER,
CONVEYANCE, TRANSFER OR LEASE


 


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


 


(a)           the
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 State thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of (and premium, if any), interest, if any, and Additional
Amounts, if any, on all the Securities and the performance of every covenant of
this Indenture on the part of the Company to be performed or observed;


 


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


 


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


 


47





















 


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


 


Section 11.02.      Successor Corporation Substituted.  So long as any Securities shall be
outstanding, upon any consolidation or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 11.01, the successor corporation formed by such consolidation
or into which the Company is merged or to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect if
such successor corporation had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the
Securities and any coupons.


 


ARTICLE TWELVE

SATISFACTION AND
DISCHARGE OF INDENTURE;

UNCLAIMED MONEYS


 


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


 


(a)           either:


 


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


 


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


 


(A)          have
become due and payable, or


 


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


 


(C)           are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company, and the Company, in the case of (A), (B) or
(C) above, has deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose an amount sufficient to pay and discharge
the entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal (and premium, if any), interest, if
any, and Additional Amounts (if any) to the date of such


 


48

















 


deposit (in the case of
Securities which have become due and payable) or to the stated maturity or date
of redemption, as the case may be;


 


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


 


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


 


 Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 7.06 and, if money shall have been
deposited with the Trustee pursuant to subclause (ii) of clause (a) of
this Section or if money or obligations shall have been deposited with or
received by the Trustee pursuant to Section 13.02, the obligations of the
Trustee under Section 6.03 and Section 12.04 shall survive.


 


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


 


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


 


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


 


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ARTICLE THIRTEEN

DEFEASANCE AND COVENANT
DEFEASANCE


 


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


 


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


 


Section 13.03.      Covenant
Defeasance.  Upon the
Company’s exercise of the option provided in Section 13.01 to obtain a
covenant defeasance with respect to the Outstanding Securities of a particular
series, the Company shall be released from its obligations under this Indenture
(except its obligations under Sections 2.05, 2.06, 2.07, 4.01, 4.02, 4.04,
6.02, 7.05 and 7.10) with respect to the Outstanding Securities of such series
on and after the date the applicable conditions set forth in Section 13.04
are satisfied (hereinafter, “covenant defeasance”).  Covenant defeasance shall mean that, with
respect to the Outstanding Securities of such series, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in this Indenture (except its obligations under Sections
2.05, 2.06, 2.07, 4.01, 4.02, 4.04, 6.02, 7.05 and 7.10), whether directly or
indirectly by reason of any reference elsewhere herein in any such Section or
Article or by reason of any reference in any such Section or Article to
any other provision herein or in any other document, and such omission to
comply shall not constitute an Event of Default under Section 6.01(c) with
respect to


 


50




















 


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


 


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


 


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


 


(b)           No
Event of Default or event which, with notice or lapse of time or both, would
become an Event of Default with respect to the Securities of such series shall
have occurred and be continuing on the date of such deposit or, insofar as
subsections 6.01(d) and (e) are concerned, at any time during the
period ending on the 91st day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until the
expiration of such period).


 


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(c)           Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound.


 


(d)           Such
defeasance or covenant defeasance shall not cause any Securities of such series
then listed on any national securities exchange registered under the Securities
Exchange Act of 1934, as amended, to be delisted.


 


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


 


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


 


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


 


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


 


Section 13.05.      Deposited Money
And Government Obligations To Be Held In Trust; Other Miscellaneous Provisions.  Subject to the provisions of Section 12.05,
all money and Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee — collectively for purposes of
this Section 13.05, the “Trustee”) pursuant to Section 13.04 in
respect of the Outstanding Securities of a particular series shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
paying agent (including the Company acting as its own paying agent) as the
Trustee may determine, to the Holders of such Securities of all sums due and to
become due thereon in respect of principal (and premium, if any), interest


 


52

















 


and Additional Amounts, if any, but such money need
not be segregated from other funds except to the extent required by law.


 


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


 


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


 


ARTICLE FOURTEEN

SUBORDINATION


 


Section 14.01.      Agreement To
Subordinate.  The
Company, for itself and its successors, and each Holder, by his acceptance of
Securities, agree that the payment of the principal of, any premium or interest
on, or any other amounts due on the Securities is subordinated in right of
payment, to the extent and in the manner stated in this Article Fourteen,
to the prior payment in full of all Senior Indebtedness.  Each Holder by his acceptance of the
Securities authorizes and directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate, as between the holders of
Senior Indebtedness and such Holder, the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for such purpose.  If the Trustee does not file a proper claim
or proof of debt in the form required in any voluntary or involuntary
dissolution, winding up, liquidation, reorganization, arrangement or similar
proceedings relating to the Company prior to 30 days before the expiration of
time to file such claim or claims, then any holder or holders of Senior
Indebtedness or their representative or representatives are hereby authorized
to and have the right to file an appropriate claim for and on behalf of the
Holders.  The Securities shall be senior
in right of payment and in rights upon liquidation to all Junior Subordinated
Indebtedness.


 


Section 14.02.      No Payment On
Securities If Senior Indebtedness In Default.  Anything in this Indenture to the contrary
notwithstanding, no payment on account of principal of (and premium, if any) or
redemption of, interest on or other amounts due on the Securities, and no
redemption, purchase, or other acquisition of the Securities, shall be made by
or on behalf of the Company (i) unless full payment of amounts then due
for principal, sinking funds and interest and of all other amounts then due on
all Senior Indebtedness has been made or duly provided for pursuant to the
terms of the instrument governing such Senior Indebtedness, (ii) if, at
the time of such payment, redemption, purchase or other acquisition, or
immediately after giving effect thereto, there shall exist under any Senior
Indebtedness, or any agreement pursuant to which any Senior Indebtedness is
issued, any default, which default shall not have been cured or waived and
which default shall have resulted in the full amount of such Senior
Indebtedness


 


53

















 


being declared due and payable or (iii) if, at
the time of such payment, redemption, purchase or other acquisition, the
Trustee shall have received written notice from the holder or holders of any
Senior Indebtedness or their representative or representatives (a “payment
blockage notice”) that there exists under such Senior Indebtedness, or any
agreement pursuant to which such Senior Indebtedness is issued, any default,
which default shall not have been cured or waived, permitting the holders
thereof to declare the full amount of such Senior Indebtedness due and payable,
but only for the period (the “payment blockage period”) commencing on the date
of receipt of the Payment Blockage Notice and ending (unless earlier terminated
by notice given to the Trustee by the holders of such Senior Indebtedness) on
the earlier of (A) the date on which such event of default shall have been
cured or waived or (B) 180 days from the receipt of the Payment Blockage
Notice.  Upon termination of a Payment
Blockage Period, payments on account of principal of, any premium or interest
on, or any other amounts payable with respect to the Securities (other than
amounts due and payable by reason of the acceleration of the maturity of the
Securities) and redemptions, purchases or other acquisitions may be made by or
on behalf of the Company. 
Notwithstanding anything herein to the contrary, (A) only one
Payment Blockage Notice may be given during any period of 360 consecutive days
with respect to the same event of default and any other events of default on the
same issue of Senior Indebtedness existing and known to the Person giving such
notice at the time of such notice and (B) no new Payment Blockage Period
may be commenced by the holder or holders of the same issue of Senior
Indebtedness or their representative or representatives during any period of
360 consecutive days unless all events of default which were the object of the
immediately preceding Payment Blockage Notice, and any other event of default
on the same issue of Senior Indebtedness existing and known to the Person
giving such notice at the time of such notice, have been cured or waived.  The provisions of this Section 14.02
shall not prevent a sinking fund payment (if any) in respect of Securities made
with Securities properly acquired prior to the happening of such default.  In the event that, notwithstanding the
provisions of this Section 14.02, payments are made by or on behalf of the
Company in contravention of the provisions of this Section 14.02, such
payments shall be held by the Trustee, any Paying Agent or the Holders, as
applicable, in trust for the benefit of, and shall be paid over to and
delivered to, the holders of Senior Indebtedness or their representative or the
trustee under the indenture or other agreement (if any), pursuant to which any
instruments evidencing any Senior Indebtedness may have been issued, as their
respective interests may appear, for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in accordance with the terms of such Senior Indebtedness,
after giving effect to any concurrent payment or distribution to or for the
holders of Senior Indebtedness.


 


The Company shall give prompt written notice
to the Trustee and any Paying Agent of any default under any Senior
Indebtedness or under any agreement pursuant to which any Senior Indebtedness
may have been issued.


 


Section 14.03.      Distribution On
Acceleration Of Securities; Dissolution And Reorganization; Subrogation Of
Securities.  (a) Upon
(i) any acceleration of the principal amount due on the Securities because
of an Event of Default or (ii) any distribution of assets of the Company
upon any dissolution, winding up, liquidation or reorganization of the Company
(whether in bankruptcy, insolvency or receivership proceedings or upon an
assignment for the benefit of creditors or any other dissolution, winding up,
liquidation or reorganization of the Company):


 


54

















 


(1)           the
holders of all Senior Indebtedness shall first be entitled to receive payment
in full of the principal thereof, the interest thereon and any other amounts
due thereon before the Holders are entitled to receive payment on account of
the principal of, any premium or interest on, or any other amounts due on the
Securities;


 


(2)           any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities other than securities of the Company as
reorganized or readjusted or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which
is subordinate, at least to the extent provided in this Article Fourteen
with respect to the Securities, to the payment in full without diminution or
modification by such plan of all Senior Indebtedness), to which the Holders or
the Trustee would be entitled except for the provisions of this Article, shall
be paid by the liquidating trustee or agent or other Person making such a
payment or distribution, directly to the holders of Senior Indebtedness (or
their representatives) or trustee(s) acting on their behalf), ratably
according to the aggregate amounts remaining unpaid on account of the principal
of, any premium or interest on, and other amounts due on the Senior
Indebtedness held or represented by each, to the extent necessary to make
payment in full of all Senior Indebtedness remaining unpaid, after giving
effect to any concurrent payment or distribution to the holders of such Senior
Indebtedness; and


 


(3)           in
the event that, notwithstanding the foregoing, any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities other than securities of the Company as reorganized or readjusted or
securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in this Article with respect to the Securities, to the
payment in full without diminution or modification by such plan of Senior
Indebtedness), shall be received by the Trustee or the Holders before all
Senior Indebtedness is paid in full, such payment or distribution shall be held
in trust for the benefit of, and be paid over to, the holders of the Senior
Indebtedness remaining unpaid (or their representatives) or trustee(s) acting
on their behalf), ratably as aforesaid, for application to the payment of such
Senior Indebtedness until all such Senior Indebtedness shall have been paid in
full, after giving effect to any concurrent payment or distribution to the
holders of such Senior Indebtedness.


 


Subject to the payment in full of all Senior
Indebtedness, the Holders shall be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until the
principal of, any premium or interest on, and any other amounts payable with
respect to the Securities shall be paid in full and, for purposes of such
subrogation, no such payments or distributions to the holders of Senior
Indebtedness of cash, property or securities which otherwise would have been
payable or distributable to Holders shall, as between the Company, its
creditors other than the holders of Senior Indebtedness, and the Holders, be
deemed to be a payment by the Company to or on account of the Senior
Indebtedness, it being understood that the provisions of this Article Fourteen
are and are intended solely for the purpose of defining the


 


55

















 


relative rights of the
Holders, on the one hand, and the holders of Senior Indebtedness, on the other
hand.


 


Nothing contained in this Article or
elsewhere in this Indenture or in the Securities is intended to or shall
impair, as between the Company and its creditors other than the holders of
Senior Indebtedness, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders the principal of, any premium or interest
on, and any Additional Amounts with respect to the Securities as and when the
same shall become due and payable in accordance with the terms of the
Securities or is intended to or shall affect the relative rights of the Holders
and creditors of the Company other than holders of Senior Indebtedness or, as
between the Company and the Trustee, the obligations of the Company to the
Trustee, nor shall anything herein or therein prevent the Trustee or the
Holders from exercising all remedies otherwise permitted by law upon default
under this Indenture, subject to the rights, if any, under this Article of
the holders of Senior Indebtedness in respect of cash, property and securities
of the company received upon the exercise of any such remedy.  Upon distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of Section 7.01
hereof, and the Holders shall be entitled to rely upon a certificate of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders for the purpose of ascertaining the Persons entitled
to participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.  The Trustee,
however, shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness.  Nothing contained in this Article Fourteen
or elsewhere in this Indenture, or in any of the Securities, shall prevent the
application by the Trustee of any moneys which were deposited with it
hereunder, prior to its receipt of written notice of facts which would prohibit
such application, for the purpose of the payment of or on account of the
principal of, any premium or interest on, or any Additional Amounts with
respect to the Securities unless, prior to the date on which such application
is made by the Trustee, the Trustee shall be charged with notice under Section 14.03(c) hereof
of the facts which would prohibit the making of such application.


 


(b)           The
provisions of this Article shall not be applicable to any cash, properties
or securities received by the Trustee or by any Holder when received as a
holder of Senior Indebtedness and nothing in this Indenture shall deprive the
Trustee or such Holder of any of its rights as such holder.


 


(c)           The
Company shall give prompt written notice to the Trustee of any fact known to
the Company which would prohibit the making of any payment of money to or by
the Trustee in respect of the Securities pursuant to the provisions of this
Article.  The Trustee, subject to the
provisions of Section 7.01 hereof, shall be entitled to assume that no
such fact exists unless the Company or any holder of Senior Indebtedness or any
trustee therefor has given such notice to the Trustee.  Notwithstanding the provisions of this Article or
any other provisions of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any fact which would prohibit the making of any
payment of monies to or by the Trustee in respect of the Securities pursuant to
the provisions in this Article, unless, and until three Business Days after,
the Trustee shall have received written notice thereof at the address
designated pursuant to Section 17.03 hereof from the Company or any holder
or holders of Senior Indebtedness or from


 


56

















 


any trustee therefor; and, prior to the receipt of
any such written notice, the Trustee, subject to the provisions of Section 7.01
hereof, shall be entitled in all respects conclusively to assume that no such
fact exists; provided that if on a date not less than two Business Days
immediately preceding the date upon which by the terms hereof any such monies
may become payable for any purpose including, without limitation, the principal
of, any premium or interest on, and any Additional Amounts with respect to any
Security, and any amounts immediately due and payable upon the execution of any
instrument acknowledging satisfaction and discharge of this Indenture, as
provided in Article Four hereof), the Trustee shall not have received with
respect to such monies the notice provided for in this Section 14.03(c),
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such monies and to apply the
same to the purpose for which they were received, and shall not be affected by
any notice to the contrary which may be received by it on or after such prior
date.


 


The Trustee shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself to be a
holder of Senior Indebtedness (or a trustee on behalf of such holder) to
establish that such notice has been given by a holder of Senior Indebtedness
(or a trustee on behalf of any such holder or holders).  In the event that the Trustee determines in
good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment; nor shall the Trustee be charged with knowledge of the curing or
waiving of any default of the character specified in Section 14.02 hereof
or that any event or any condition preventing any payment in respect of the
Securities shall have ceased to exist, unless and until the Trustee shall have
received an Officer’s Certificate to such effect.


 


(d)           The
provisions of this Section 14.03 applicable to the Trustee shall also
apply to any Paying Agent for the Company.


 


Section 14.04.      Reliance By
Senior Indebtedness On Subordination Provisions.  Each Holder of any Security by his acceptance
thereof acknowledges and agrees that the foregoing subordination provisions are,
and are intended to be, an inducement and a consideration for each holder of
any Senior Indebtedness, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Securities, to acquire and
continue to hold, or to continue to hold, such Senior Indebtedness, and such
holder of Senior Indebtedness shall be deemed conclusively to have relied on
such subordination provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Indebtedness. 
Notice of any default in the payment of any Senior Indebtedness, except
as expressly stated in this Article, and notice of acceptance of the provisions
hereof are hereby expressly waived. 
Except as otherwise expressly provided herein, no waiver, forbearance or
release by any holder of Senior Indebtedness under such Senior Indebtedness or
under this Article shall constitute a release of any of the obligations or
liabilities of the Trustee or Holders of the Securities provided in this
Article.  Except as otherwise expressly
provided herein, no right of any present or future holder of Senior
Indebtedness to enforce the subordination provisions hereof shall at any time
or in any way be prejudiced or


 


57

















 


impaired by any act or failure to act on the part of
the Company or any such holder or by any noncompliance by the Company with the
terms, provisions or covenants of this Indenture, regardless of any knowledge
thereof which such holder may have otherwise been charged with.


 


Section 14.05.      Trustee’s
Relation To Senior Indebtedness.  The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article in respect of any
Senior Indebtedness at any time held by it, to the same extent as any holder of
Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder.


 


With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article, and no
implied covenants or obligations with respect to the holders of Senior
Indebtedness shall be read into this Indenture against the Trustee.  The Trustee shall not owe any fiduciary duty
to the holders of Senior Indebtedness but shall have only such obligations to
such holders as are expressly set forth in this Article.


 


Each Holder of a Security by his acceptance
thereof authorizes and directs the Trustee on his behalf to take such action as
may be necessary or appropriate to effectuate the subordination provided in
this Article and appoints the Trustee his attorney-in-fact for any and all
such purposes, including, in the event of any dissolution, winding up or
liquidation or reorganization under any applicable bankruptcy law of the
Company (whether in bankruptcy, insolvency or receivership proceedings or
otherwise), the timely filing of a claim for the unpaid balance of such Holder’s
Securities in the form required in such proceedings and the causing of such
claim to be approved.  If the Trustee
does not file a claim or proof of debt in the form required in such proceedings
prior to 10 days before the expiration of the time to file such claims or
proofs, then the holders of Senior Indebtedness, jointly, or their
representative shall have the right to demand, sue for, collect, receive and
receipt for the payments and distributions in respect of the Securities which
are required to be paid or delivered to the holders of Senior Indebtedness as
provided in this Article and to file and prove all claims therefor and to
take all such other action in the name of the Holders or otherwise, as such
holder of Senior Indebtedness or representative thereof may determine to be
necessary or appropriate for the enforcement of the provisions of this Article.


 


Section 14.06.      Other
Provisions Subject Hereto.  Except as expressly stated in this Article,
notwithstanding anything contained in this Indenture to the contrary, all the
provisions of this Indenture and the Securities are subject to the provisions
of this Article.  However, nothing in
this Article shall apply to or adversely affect the claims of, or payment
to, the Trustee pursuant to Section 7.06.


 


ARTICLE FIFTEEN

CONVERSION


 


Section 15.01.      Conversion
Privilege.  If so provided
in a Board Resolution with respect to the Securities of any series, the Holder
of a Security of such series shall have the right, at such Holder’s option, to
convert, in accordance with the terms of such series of Securities and this Article Fifteen,
all or any part (in a denomination of, unless otherwise specified in a Board


 


58

















 


Resolution or supplemental indenture with respect to
Securities of such series, $1,000 in principal amount or any integral multiple
thereof) of such Security into shares of Common Stock or, as to any Securities
called for redemption, at any time prior to the time and date fixed for such
redemption (unless the Company shall default in the payment of the redemption price,
in which case such right shall not terminate at such time and date).  The provisions of this Article Fifteen
shall not be applicable to the Securities of a series unless otherwise
specified in a Board Resolution with respect to the Securities of such series.


 


Section 15.02.      Conversion
Procedure; Conversion Price; Fractional Shares.  (a) Each Security to which this Article is
applicable shall be convertible at the office of the Conversion Agent, and at
such other place or places, if any, specified in a Board Resolution with
respect to the Securities of such series, into fully paid and nonassessable
shares (calculated to the nearest 1/100th of a share) of Common Stock.  The Securities will be converted into shares
of Common Stock at the Conversion Price therefor.  No payment or adjustment shall be made in
respect of dividends on the Common Stock or accrued interest on a converted
Security except as described in Section 15.09. 
The Company may, but shall not be required, in connection with any
conversion of Securities, to issue a fraction of a share of Common Stock and,
if the Company shall determine not to issue any such fraction, the Company
shall, subject to Section 15.03(4), make a cash payment (calculated to the
nearest cent) equal to such fraction multiplied by the Closing Price of the
Common Stock on the last Trading Day prior to the date of conversion.


 


(b)           Before
any Holder of a Security shall be entitled to convert the same into Common
Stock, such Holder shall surrender such Security duly endorsed to the Company
or in blank, at the office of the Conversion Agent or at such other place or
places, if any, specified in a Board Resolution with respect to the Securities
of such series, and shall give written notice to the Company at said office or
place that he elects to convert the same and shall state in writing therein the
principal amount of Securities to be converted and the name or names (with
addresses) in which he wishes the certificate or certificates for Common Stock
to be issued; provided, however, that no Security or portion thereof shall be
accepted for conversion unless the principal amount of such Security or such
portion, when added to the principal amount of all other Securities or portions
thereof then being surrendered by the Holder thereof for conversion, exceeds
the then effective Conversion Price with respect thereto.  If more than one Security shall be
surrendered for conversion at one time by the same Holder, the number of full
shares of Common Stock which shall be deliverable upon conversion shall be
computed on the basis of the aggregate principal amount of the Securities (or
specified portions thereof to the extent permitted thereby) so
surrendered.  Subject to the next
succeeding sentence, the Company will, as soon as practicable thereafter, issue
and deliver at said office or place to such Holder of a Security, or to his
nominee or nominees, certificates for the number of full shares of Common Stock
to which he shall be entitled as aforesaid, together, subject to the last
sentence of paragraph (a) above, with cash in lieu of any fraction of a
share to which he would otherwise be entitled. 
The Company shall not be required to deliver certificates for shares of
Common Stock while the stock transfer books for such stock or the Security
Register are duly closed for any purpose, but certificates for shares of Common
Stock shall be issued and delivered as soon as practicable after the opening of
such books or Security Register.  A
Security shall be deemed to have been converted as of the close of business on
the date of the surrender of such Security for conversion as provided above,
and the Person or Persons entitled to receive the Common Stock issuable upon
such conversion shall be treated for all purposes as the record Holder or
Holders of such


 


59

















 


Common Stock as of the close of business on such
date.  In case any Security shall be
surrendered for partial conversion, the Company shall execute and the Trustee
shall authenticate and deliver to or upon the written order of the Holder of
the Securities so surrendered, without charge to such Holder (subject to the
provisions of Section 15.08), a new Security or securities in authorized
denominations in an aggregate principal amount equal to the unconverted portion
of the surrendered Security.


 


Section 15.03.      Adjustment Of
Conversion Price For Common Stock.  The Conversion Price with respect to any
Security which is convertible into Common Stock shall be adjusted from time to
time as follows:


 


(1)           In
case the Company shall, at any time or from time to time while any of such
securities are outstanding, (i) pay a dividend in shares of its Common
Stock to holders of Common Stock, (ii) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, (iii) subdivide
its outstanding shares of Common Stock into a greater number of shares of
Common Stock or (iv) make a distribution in shares of Common Stock to
holders of Common Stock, then the Conversion Price in effect immediately before
such action shall be adjusted so that the Holders of such Securities, upon
conversion thereof into Common Stock immediately following such event, shall be
entitled to receive the kind and amount of shares of capital stock of the
Company which they would have owned or been entitled to receive upon or by
reason of such event if such Securities had been converted immediately before
the record date (or, if no record date, the effective date) for such
event.  An adjustment made pursuant to
this Section 15.03(l) shall become effective retroactively immediately
after the record date in the case of a dividend or distribution and shall
become effective retroactively immediately after the effective date in the case
of a subdivision or combination.  For the
purposes of this Section 15.03(l), each Holder of Securities shall be
deemed to have failed to exercise any right to elect the kind or amount of
securities receivable upon the payment of any such dividend, subdivision,
combination or distribution (provided that if the kind or amount of securities
receivable upon such dividend, subdivision, combination or distribution is not
the same for each nonelecting share, then the kind and amount of securities or
other property receivable upon such dividend, subdivision, combination or
distribution for each nonelecting share shall be deemed to be the kind and
amount so receivable per share by a plurality of the nonelecting shares).


 


(2)           In
case the Company shall, at any time or from time to time while any of such
Securities are outstanding, issue rights or warrants to all holders of shares
of its Common Stock entitling them (for a period expiring within 45 days after
the record date for such issuance) to subscribe for or purchase shares of
Common Stock (or securities convertible into shares of Common Stock) at a price
per share less than the Current Market Price of the Common Stock at such record
date (treating the price per share of the securities convertible into Common
Stock as equal to (x) the sum of (i) the price for a unit of the
security convertible into Common Stock and (ii) any additional
consideration initially payable upon the conversion of such security into
Common Stock divided by (y) the number of shares of Common Stock initially
underlying such convertible security), the Conversion Price with respect to
such Securities shall be adjusted so that it shall equal


 


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the price determined by
dividing the Conversion Price in effect immediately prior to the date of
issuance of such rights or warrants by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding on the date of issuance of
such rights or warrants plus the number of additional shares of Common Stock
offered for subscription or purchase (or into which the convertible securities
so offered are initially convertible), and the denominator of which shall be
the number of shares of Common Stock outstanding on the date of issuance of
such rights or warrants plus the number of shares or securities which the
aggregate offering price of the total number of shares or securities so offered
for subscription or purchase (or the aggregate purchase price of the
convertible securities so offered plus the aggregate amount of any additional
consideration initially payable upon conversion of such securities into Common
Stock) would purchase at such Current Market Price of the Common Stock.  Such adjustment shall become effective
retroactively immediately after the record date for the determination of
stockholders entitled to receive such rights or warrants.


 


(3)           In
case the Company shall, at any time or from time to time while any of such
Securities are outstanding, distribute to all holders of shares of its Common
Stock(including any such distribution made in connection with a consolidation
or merger in which the Company is the continuing corporation and the Common
Stock is not changed or exchanged) cash, evidences of its indebtedness,
securities or assets (excluding (i) regular periodic cash dividends in
amounts, if any, determined from time to time by the Board of Directors, (ii) dividends
payable in shares of Common Stock for which adjustment is made under Section 15.03(l) or
(iii) rights or warrants to subscribe for or purchase securities of the
Company (excluding those referred to in Section 15.03(2))), then in each
such case the Conversion Price with respect to such Securities shall be adjusted
so that it shall equal the price determined by dividing the Conversion Price in
effect immediately prior to the date of such distribution by a fraction, the
numerator of which shall be the Current Market Price of the Common Stock on the
record date referred to below, and the denominator of which shall be such
Current Market Price of the Common Stock less the then fair market value (as
determined by the Board of Directors of the Company, whose determination shall
be conclusive) of the portion of the cash or assets or evidences of
indebtedness or securities so distributed or of such subscription rights or
warrants applicable to one share of Common Stock (provided that such
denominator shall never be less than 1.0); provided, however, that no
adjustment shall be made with respect to any distribution of rights to purchase
securities of the Company if a Holder of Securities would otherwise be entitled
to receive such rights upon conversion at any time of such Securities into
Common Stock unless such rights are subsequently redeemed by the Company, in
which case such redemption shall be treated for purposes of this section as a
dividend on the Common Stock.  Such
adjustment shall become effective retroactively immediately after the record
date for the determination of stockholders entitled to receive such
distribution; and in the event that such distribution is not so made, the
Conversion Price shall again be adjusted to the Conversion Price which would
then be in effect if such record date had not been fixed.


 


(4)           The
Company shall be entitled to make such additional adjustments in the Conversion
Price, in addition to those required by subsections 15.03(1), 15.03(2) and
15.03(3), as shall be necessary in order that any dividend or distribution of
Common


 


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Stock, any subdivision,
reclassification or combination of shares of Common Stock or any issuance of
rights or warrants referred to above shall not be taxable to the holders of
Common Stock for United States Federal income tax purposes.


 


(5)           In
any case in which this Section 15.03 shall require that any adjustment be
made effective as of or retroactively immediately following a record date, the
Company may elect to defer (but only for five (5) Trading Days following
the filing of the statement referred to in Section 15.05) issuing to the
Holder of any Securities converted after such record date the shares of Common
Stock and other capital stock of the Company issuable upon such conversion over
and above the shares of Common Stock and other capital stock of the company
issuable upon such conversion on the basis of the Conversion Price prior to
adjustment; provided, however, that the Company shall deliver to such Holder a
due bill or other appropriate instrument evidencing such Holder’s right to
receive such additional shares upon the occurrence of the event requiring such
adjustment.


 


(6)           All
calculations under this Section 15.03 shall be made to the nearest cent or
one-hundredth of a share or security, with one-half cent and 0.005 of a share,
respectively, being rounded upward. 
Notwithstanding any other provision of this Section 15.03, the
Company shall not be required to make any adjustment of the Conversion Price
unless such adjustment would require an increase or decrease of at least 1% of
such price.  Any lesser adjustment shall
be carried forward and shall be made at the time of and together with the next
subsequent adjustment which, together with any adjustment or adjustments so
carried forward, shall amount to an increase or decrease of at least 1% in such
price.  Any adjustments under this Section 15.03
shall be made successively whenever an event requiring such an adjustment
occurs.


 


(7)           In
the event that at any time, as a result of an adjustment made pursuant to this Section 15.03,
the Holder of any Security thereafter surrendered for conversion shall become
entitled to receive any shares of stock of the Company other than shares of
Common Stock into which the Securities originally were convertible, the Conversion
Price of such other shares so receivable upon conversion of any such Security
shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as to practicable the provisions with respect to Common Stock
contained in subparagraphs (1) through (6) of this Section 15.03,
and the provision of Sections 15.01, 15.02 and 15.04 through 15.09 with respect
to the Common Stock shall apply on like or similar terms to any such other
shares and the determination of the Board of Directors as to any such
adjustment shall be conclusive.


 


(8)           No
adjustment shall be made pursuant to this Section (i) if the effect
thereof would be to reduce the Conversion Price below the par value (if any) of
the Common Stock or (ii) subject to 15.03(5) hereof, with respect to
any Security that is converted prior to the time such adjustment otherwise
would be made.


 


Section 15.04.      Consolidation
Or Merger Of The Company.  In case of either (a) any consolidation
or merger to which the Company is a party, other than a merger or consolidation
in which the company is the surviving or continuing corporation and which does
not result in a


 


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reclassification of, or change (other than a change
in par value or from par value to no par value or from no par value to par
value, as a result of a subdivision or combination) in, outstanding shares of
Common Stock or (b) any sale or conveyance of all or substantially all of
the property and assets of the Company to another Person, then each Security
then outstanding shall be convertible from and after such merger,
consolidation, sale or conveyance of property and assets into the kind and
amount of shares of stock or other securities and property (including cash)
receivable upon such consolidation, merger, sale or conveyance by a holder of
the number of shares of Common Stock into which such Securities would have been
converted immediately prior to such consolidation, merger, sale or conveyance,
subject to adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article Fifteen (and
assuming such holder of Common Stock failed to exercise his rights of election,
if any, as to the kind or amount of securities, cash or other property
(including cash) receivable upon such consolidation, merger, sale or conveyance
(provided that, if the kind or amount of securities, cash or other property
(including cash) receivable upon such consolidation, merger, sale or conveyance
is not the same for each nonelecting share, then the kind and amount of
securities, cash or other property (including cash) receivable upon such
consolidation, merger, sale or conveyance for each nonelecting share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
nonelecting shares or securities)).  The
Company shall not enter into any of the transactions referred to in clause (a) or
(b) of the preceding sentence unless effective provision shall be made so
as to give effect to the provisions set forth in this Section 15.04.  The provisions of this Section 15.04
shall apply similarly to successive consolidations, mergers, sales or
conveyances.


 


Section 15.05.      Notice Of
Adjustment.  Whenever an
adjustment in the Conversion Price with respect to a series of Securities is
required:


 


(1)           the
Company shall forthwith place on file with the Trustee and any Conversion Agent
for such Securities a certificate of the Treasurer of the Company, stating the
adjusted Conversion Price determined as provided herein and setting forth in
reasonable detail such facts as shall be necessary to show the reason for and
the manner of computing such adjustment, such certificate to be conclusive
evidence that the adjustment is correct; and


 


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


 


Section 15.06.      Notice In
Certain Events.


 


In case:


 


(a)           of
a consolidation or merger to which the Company is a party and for which
approval of any stockholders of the company is required, or of the sale or
conveyance to another Person or entity or group of Persons or entities acting
in concert as a partnership, limited partnership, syndicate or other group
(within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934) of all or substantially all of the property and assets of the Company; or


 


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


 


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


 


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


 


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


 


Section 15.07.      Company To
Reserve Stock;  Registration; Listing.  (a) The Company shall at all times
reserve and keep available, free from preemptive rights, out of its authorized
but unissued shares of Common Stock, for the purpose of effecting the
conversion of the Securities, such number of its duly authorized shares of
Common Stock as shall from time to time be sufficient to effect the conversion
of all applicable outstanding securities into such Common Stock at any time
(assuming that, at the time of the computation of such number of shares or
securities, all such Securities would be hold by a single holder); provided,
however, that nothing contained herein shall preclude the Company from satisfying
its obligations in respect of the conversion of the Securities by delivery of
purchased shares of Common Stock which are held in the treasury of the
Company.  The Company shall from time to
time, in accordance with the laws of the State of Delaware, use its best
efforts to cause the authorized amount of the Common Stock to be increased if
the aggregate of the authorized amount of the Common Stock remaining unissued
and the issued shares of such Common Stock in its treasury (other than any such
shares reserved for issuance in any other connection) shall not be sufficient
to permit the conversion of all securities.


 


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


 


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Section 15.08.      Taxes On
Conversion.  The Company
shall pay any and all documentary, stamp or similar issue or transfer taxes
that may be payable in respect of the issue or delivery of shares of Common
Stock on conversion of Securities pursuant hereto.  The Company shall not, however, be required
to pay any such tax which may be payable in respect of any transfer involved in
the issue or delivery of shares of Common Stock or the portion, if any, of the
Securities which are not so converted in a name other than that in which the
Securities so converted were registered, and no such issue or delivery shall be
made unless and until the Person requesting such issue has paid to the Company
the amount of such tax or has established to the satisfaction of the Company
that such tax has been paid.


 


Section 15.09.      Conversion
After Record Date.  If
any Securities are surrendered for conversion subsequent to the record date
preceding an Interest Payment Date but on or prior to such Interest Payment
Date (except Securities called for redemption on a redemption date between such
record date and Interest Payment Date), the Holder of such Securities at the
close of business on such record date shall be entitled to receive the interest
payable on such Securities on such Interest Payment Date notwithstanding the
conversion thereof.  Securities
surrendered for conversion during the period from the close of business on any
record date next preceding any Interest Payment Date to the opening of business
on such Interest Payment Date shall (except in the case of Securities which
have been called for redemption on a redemption date within such period) be
accompanied by payment in New York Clearing House funds or other funds
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the securities being surrendered for conversion.  Except as provided in this Section 15.09,
no adjustments in respect of payments of interest on securities surrendered for
conversion or any dividends or distributions or interest on the Common Stock
issued upon conversion shall be made upon the conversion of any Securities.


 


Section 15.10.      Corporate
Action Regarding Par Value Of Common Stock.  Before taking any action which would cause an
adjustment reducing the applicable Conversion Price below the then par value
(if any) of the shares of Common Stock deliverable upon conversion of the
Securities, the Company will take any corporate action which may, in the
opinion of its counsel, be necessary in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock at such
adjusted Conversion Price.


 


Section 15.11.      Company
Determination Final.  Any determination that the Company or the
Board of Directors must make pursuant to this Article is conclusive.


 


Section 15.12.      Trustee’s
Disclaimer.  The Trustee
has no duty to determine when an adjustment under this Article should be
made, how it should be made or what it should be.  The Trustee makes no representation as to the
validity or value of any securities or assets issued upon conversion of
Securities.  The Trustee shall not be
responsible for the Company’s failure to comply with this Article.  Each Conversion Agent other than the Company
shall have the same protection under this Section as the Trustee.


 


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ARTICLE SIXTEEN

IMMUNITY OF
INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS


 


Section 16.01.      Indenture And
Securities Solely Corporate Obligations.  No recourse under or upon any obligations
covenant or agreement contained in this Indenture, or in any covenant or
agreement contained in this Indenture, or in any Security, or because of any
indebtedness evidenced thereby, shall be had against any past, present or
future incorporator, stockholder, officer or director, as such, of the Company
or of any successor Corporation, either directly or through the Company or any
successor corporation, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released
by the acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities and coupons.


 


ARTICLE
SEVENTEEN

MISCELLANEOUS
PROVISIONS


 


Section 17.01.      Benefits Of
Indenture Restricted To Parties And Securityholders.  Nothing in this Indenture or in the
Securities or coupons, expressed or implied, shall give or be construed to give
to any person, firm or corporation, other than the parties hereto and their
successors and the Holders of the Securities or coupons, any legal or equitable
right, remedy or claim under this Indenture or under any covenant or provision
herein contained, all such covenants and provisions being for the sole benefit
of the parties hereto and their successors and of the Holders of the Securities
or coupons.


 


Section 17.02.      Provisions
Binding On Company’s Successors.  All the covenants, stipulations, promises and
agreements in this Indenture contained by or on behalf of the Company shall
bind its successors and assigns, whether so expressed or not.


 


Section 17.03.      Addresses For
Notices, Etc.  Any notice
or demand which by any provision of this Indenture is required or permitted to
be given or served by the Trustee or by the Holders of Securities to or on the
Company may be given or served by being deposited postage prepaid first class
mail in a post office letter box addressed (until another address is filed by
the Company with the Trustee), as follows: Aon Corporation, 200 East Randolph
Street, Chicago, Illinois 60601, Attention: Treasurer.  Any notice, direction, request or demand by
the Company any Securityholder to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made in writing
at its Corporate Trust Department, 2 N. LaSalle Street, Suite 1020,
Chicago, Illinois 60602, or at any other address previously furnished in
writing to the Company by the Trustee.


 


Section 17.04.      Evidence Of
Compliance With Conditions Precedent.  Upon any application or demand by the Company
to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent have
been complied with, except that in the case of any such application or demand
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or demand,
no additional certificate or opinion need be furnished.


 


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Each certificate or opinion provided for in
this Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Indenture shall include (1) a
statement that the person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of
the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (3) a statement that,
in the opinion of such person, he has made such examination or investigation as
is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and (4) a statement as
to whether or not, in the opinion of such person, such condition or covenant
has been complied with.


 


Section 17.05.      Legal Holidays.  In any case where the date of maturity of any
interest, premium or Additional Amounts on or principal of the Securities or
the date fixed for redemption of any Securities shall not be a Business Day in
a city where payment thereof is to be made, then payment of any interest,
premium or Additional Amounts on, or principal of, such Securities need not be
made on such date in such city but may be made on the next succeeding Business
Day with the same force and effect as if made on the date of maturity or the
date fixed for redemption, and no interest shall accrue for the period after
such date.


 


Section 17.06.      Trust Indenture
Act To Control.  If
and to the extent that any provision of this Indenture limits, qualifies or
conflicts with another provision included in this Indenture which is required
to be included in this Indenture by any of Sections 310 to 317, inclusive, of
the Trust Indenture Act of 1939, such required provision shall control.


 


Section 17.07.      Execution In
Counterparts.  This
Indenture may be executed in any number of counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the
same instrument.


 


Section 17.08.      New York Contract.  This
Indenture and each Security shall be deemed to be a contract made under the
laws of the State of New York, and for all purposes shall be governed by and
construed in accordance with the laws of said State.


 


Section 17.09.      Waiver of Jury Trial.  EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


Section 17.10.      Force Majeure.  In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond
its control, including, without limitation, strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services; it
being understood that the Trustee shall use reasonable best efforts which are
consistent with accepted practices in the banking industry to avoid and
mitigate the effects of such occurrences and to resume performance as soon as
practicable under the circumstances.


 


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


 


	
   

  	
  Aon
  Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [Name]

  
	
   

  	
   

  	
  [Title]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The
  Bank of New York Mellon Trust Company, National Association

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [Name]

  
	
   

  	
   

  	
  [Title]

  



 


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