Exhibit 4.5




 








 


CROCS,
INC.


 


TO


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION


 


Trustee


 






 


INDENTURE


 


Dated
as of
                    ,
20


 








 





 

















 


CROCS,
INC.


 


Reconciliation
and tie between Trust Indenture Act of 1939 and


 


Indenture,
dated as of
                            ,
20


 


	
  Trust
  Indenture Act Section

  	
   

  	
  Indenture Section

  
	
  §310(a)(1)

  	
   

  	
  609

  
	
  (a)(2)

  	
   

  	
  609

  
	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
  (a)(5)

  	
   

  	
  609

  
	
  (b)

  	
   

  	
  608, 610

  
	
  (c)

  	
   

  	
  Not Applicable

  
	
  §311(a)

  	
   

  	
  613

  
	
  (b)

  	
   

  	
  613

  
	
  §312(a)

  	
   

  	
  701, 702(a)

  
	
  (b)

  	
   

  	
  702(b)

  
	
  (c)

  	
   

  	
  702(c)

  
	
  §313(a)

  	
   

  	
  703(a)

  
	
  (b)

  	
   

  	
  703(a)

  
	
  (c)

  	
   

  	
  703(a)

  
	
  (d)

  	
   

  	
  703(b)

  
	
  §314(a)

  	
   

  	
  704, 1008

  
	
  (b)

  	
   

  	
  Not Applicable

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
  (d)

  	
   

  	
  Not Applicable

  
	
  (e)

  	
   

  	
  102

  
	
  §315(a)

  	
   

  	
  601

  
	
  (b)

  	
   

  	
  602

  
	
  (c)

  	
   

  	
  601

  
	
  (d)

  	
   

  	
  601

  
	
  (e)

  	
   

  	
  514

  
	
  §316(a)

  	
   

  	
  101

  
	
  (a)(1)(A)

  	
   

  	
  104(h), 502, 512

  
	
  (a)(1)(B)

  	
   

  	
  104(h), 513

  
	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  508

  
	
  (c)

  	
   

  	
  104(h)

  
	
  §317(a)(1)

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
  504

  
	
  (b)

  	
   

  	
  1003

  
	
  §318(a)

  	
   

  	
  107

  
	
  (c)

  	
   

  	
  107

  



 






Note:  This reconciliation and tie shall not, for
any purpose, be deemed to be part of the Indenture.


 

















 


TABLE OF
CONTENTS


 


	
   

  	
  Page

  
	
  Parties

  	
  1

  
	
  Recitals

  	
  1

  
	
   

  	
   

  
	
  ARTICLE ONE

  	
   

  
	
   

  	
   

  
	
  Definitions and Other Provisions of General Application

  	
   

  
	
   

  	
   

  
	
  Section 101.

  	
  Definitions

  	
  1

  
	
   

  	
  Act

  	
  2

  
	
   

  	
  Affiliate

  	
  2

  
	
   

  	
  Authenticating
  Agent

  	
  2

  
	
   

  	
  Authorized
  Newspaper

  	
  2

  
	
   

  	
  Bearer
  Security

  	
  2

  
	
   

  	
  Board
  of Directors

  	
  2

  
	
   

  	
  Board
  Resolution

  	
  2

  
	
   

  	
  Business
  Day

  	
  2

  
	
   

  	
  Clearstream

  	
  2

  
	
   

  	
  Commission

  	
  2

  
	
   

  	
  Company

  	
  3

  
	
   

  	
  Company
  Request

  	
  3

  
	
   

  	
  Corporate
  Trust Office

  	
  3

  
	
   

  	
  Corporation

  	
  3

  
	
   

  	
  Coupon

  	
  3

  
	
   

  	
  Debt
  Securities

  	
  3

  
	
   

  	
  Defaulted
  Interest

  	
  3

  
	
   

  	
  Depositary

  	
  3

  
	
   

  	
  Designated
  Currency

  	
  3

  
	
   

  	
  Dollar

  	
  3

  
	
   

  	
  Euro

  	
  3

  
	
   

  	
  Euroclear

  	
  4

  
	
   

  	
  European
  Communities

  	
  4

  
	
   

  	
  Event
  of Default

  	
  4

  
	
   

  	
  Exchange
  Rate

  	
  4

  
	
   

  	
  Exchange
  Rate Agent

  	
  4

  
	
   

  	
  Exchange
  Rate Officer’s Certificate

  	
  4

  
	
   

  	
  Foreign
  Currency

  	
  4

  
	
   

  	
  GAAP

  	
  4

  
	
   

  	
  Global
  Exchange Agent

  	
  4

  
	
   

  	
  Global
  Exchange Date

  	
  4

  
	
   

  	
  Global
  Security

  	
  4

  
	
   

  	
  Government
  Obligations

  	
  4

  



 

















 


	
   

  	
  Holder

  	
  4

  
	
   

  	
  Indebtedness

  	
  5

  
	
   

  	
  Indenture

  	
  5

  
	
   

  	
  Interest

  	
  5

  
	
   

  	
  Interest
  Payment Date

  	
  5

  
	
   

  	
  Maturity

  	
  5

  
	
   

  	
  Mortgage

  	
  5

  
	
   

  	
  Officers’
  Certificate

  	
  5

  
	
   

  	
  Opinion
  of Counsel

  	
  5

  
	
   

  	
  Original
  Issue Discount Security

  	
  5

  
	
   

  	
  Outstanding

  	
  5

  
	
   

  	
  Paying
  Agent

  	
  6

  
	
   

  	
  Person

  	
  6

  
	
   

  	
  Place
  of Payment

  	
  6

  
	
   

  	
  Predecessor
  Security

  	
  6

  
	
   

  	
  Preferred
  Stock

  	
  6

  
	
   

  	
  Redemption
  Date

  	
  7

  
	
   

  	
  Redemption
  Price

  	
  7

  
	
   

  	
  Registered
  Security

  	
  7

  
	
   

  	
  Regular
  Record Date

  	
  7

  
	
   

  	
  Remarketing
  Entity

  	
  7

  
	
   

  	
  Repayment
  Date

  	
  7

  
	
   

  	
  Repayment
  Price

  	
  7

  
	
   

  	
  Responsible
  Officer

  	
  7

  
	
   

  	
  Security
  Register

  	
  7

  
	
   

  	
  Special
  Record Date

  	
  7

  
	
   

  	
  Stated
  Maturity

  	
  7

  
	
   

  	
  Subsidiary

  	
  7

  
	
   

  	
  Trust
  Indenture Act

  	
  7

  
	
   

  	
  Trustee

  	
  7

  
	
   

  	
  United
  States

  	
  8

  
	
   

  	
  United
  States Alien

  	
  8

  
	
   

  	
  Voting
  Stock

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 102.

  	
  Compliance Certificates and
  Opinions

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 103.

  	
  Form of Documents Delivered
  to Trustee

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 104.

  	
  Acts of Holders

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 105.

  	
  Notices, etc., to Trustee and
  Company

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 106.

  	
  Notice to Holders; Waiver

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 107.

  	
  Conflict with Trust Indenture Act

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 108.

  	
  Effect of Headings and Table of
  Contents

  	
  13

  



 


ii

















 


	
  Section 109.

  	
  Successors and Assigns

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 110.

  	
  Separability Clause

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 111.

  	
  Benefits of Indenture

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 112.

  	
  Governing Law

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 113.

  	
  Legal Holidays

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 114.

  	
  Exemption from Individual
  Liability

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 115.

  	
  Counterparts

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 116.

  	
  Force Majeure

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 117.

  	
  Waiver of Jury Trial

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  
	
   

  	
   

  
	
  Debt Security
  Forms

  	
   

  
	
   

  	
   

  
	
  Section 201.

  	
  Forms Generally

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 202.

  	
  Form of Trustee’s
  Certificate of Authentication

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 203.

  	
  Debt Securities in Global Form

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  
	
   

  	
   

  
	
  The Debt Securities

  	
   

  
	
   

  	
   

  
	
  Section 301.

  	
  Amount Unlimited; Issuance in
  Series

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 302.

  	
  Denominations

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 303.

  	
  Execution, Authentication,
  Delivery and Dating

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 304.

  	
  Temporary Debt Securities

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 305.

  	
  Registration; Registration of
  Transfer and Exchange

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 306.

  	
  Mutilated, Destroyed, Lost and
  Stolen Debt Securities

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 307.

  	
  Payment of Interest; Interest
  Rights Preserved

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 308.

  	
  Persons Deemed Owners

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 309.

  	
  Cancellation

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 310.

  	
  Computation of Interest

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 311.

  	
  Certification by a Person
  Entitled to Delivery of a Bearer Security

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 312.

  	
  Judgments

  	
  32

  



 


iii

















 


	
  ARTICLE FOUR

  	
   

  
	
   

  	
   

  
	
  Satisfaction and Discharge

  	
   

  
	
   

  	
   

  
	
  Section 401.

  	
  Satisfaction and Discharge of
  Indenture

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 402.

  	
  Application of Trust Money and
  Government Obligations

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 403.

  	
  Satisfaction, Discharge and
  Defeasance of Debt Securities of any Series

  	
  34

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  	
   

  
	
   

  	
   

  
	
  Remedies

  	
   

  
	
   

  	
   

  
	
  Section 501.

  	
  Events of Default

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 502.

  	
  Acceleration of Maturity;
  Rescission and Annulment

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 503.

  	
  Collection of Indebtedness and
  Suits for Enforcement by Trustee

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 504.

  	
  Trustee May File Proofs of
  Claim

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 505.

  	
  Trustee May Enforce Claims
  without Possession of Debt Securities or Coupons

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 506.

  	
  Application of Money Collected

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 507.

  	
  Limitation on Suits

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 508.

  	
  Unconditional Right of Holders to
  Receive Principal, Premium and Interest

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 509.

  	
  Restoration of Rights and
  Remedies

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 510.

  	
  Rights and Remedies Cumulative

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 511.

  	
  Delay or Omission Not Waiver

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 512.

  	
  Control by Holders of Debt
  Securities

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 513.

  	
  Waiver of Past Defaults

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 514.

  	
  Undertaking for Costs

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 515.

  	
  Waiver of Stay or Extension Laws

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  SIX

  	
   

  
	
   

  	
   

  
	
  The
  Trustee

  	
   

  
	
   

  	
   

  
	
  Section 601.

  	
  Certain
  Duties and Responsibilities

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 602.

  	
  Notice of Default

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 603.

  	
  Certain Rights of Trustee

  	
  44

  



 


iv

















 


	
  Section 604.

  	
  Not Responsible for Recitals or
  Issuance of Debt Securities

  	
  45

  
	
   

  	
   

  	
   

  
	
  Section 605.

  	
  May Hold Debt Securities or
  Coupons

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 606.

  	
  Money Held in Trust

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 607.

  	
  Compensation and Reimbursement

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 608.

  	
  Disqualification; Conflicting
  Interests

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 609.

  	
  Corporate Trustee Required;
  Eligibility

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 610.

  	
  Resignation and Removal;
  Appointment of Successor

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 611.

  	
  Acceptance of Appointment by
  Successor

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 612.

  	
  Merger, Conversion, Consolidation
  or Succession to Business

  	
  50

  
	
   

  	
   

  	
   

  
	
  Section 613.

  	
  Preferential Collection of Claims
  Against Company

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 614.

  	
  Authenticating Agent

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
   

  
	
   

  	
   

  
	
  Holders’ Lists and Reports By Trustee and Company

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 701.

  	
  Company to Furnish Trustee Names
  and Addresses of Holders

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 702.

  	
  Preservation of Information;
  Communications to Holders

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 703.

  	
  Reports by Trustee

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 704.

  	
  Reports by Company

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  
	
   

  	
   

  
	
  Consolidation, Merger, Conveyance, Transfer or Lease

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 801.

  	
  Company May Consolidate,
  etc. Only on Certain Terms

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 802.

  	
  Successor Corporation Substituted

  	
  54

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  NINE

  	
   

  
	
   

  	
   

  
	
  Supplemental
  Indentures

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 901.

  	
  Supplemental
  Indentures without Consent of Holders

  	
  54

  
	
   

  	
   

  	
   

  
	
  Section 902.

  	
  Supplemental
  Indentures with Consent of Holders

  	
  56

  
	
   

  	
   

  	
   

  
	
  Section 903.

  	
  Execution of Supplemental
  Indentures

  	
  57

  
	
   

  	
   

  	
   

  
	
  Section 904.

  	
  Effect of Supplemental Indentures

  	
  57

  
	
   

  	
   

  	
   

  
	
  Section 905.

  	
  Conformity with Trust Indenture
  Act

  	
  57

  
	
   

  	
   

  	
   

  
	
  Section 906.

  	
  Reference in Debt Securities to
  Supplemental Indentures

  	
  57

  



 


v

















 


	
  ARTICLE TEN

  	
   

  
	
   

  	
   

  
	
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1001.

  	
  Payment of Principal, Premium and
  Interest

  	
  58

  
	
   

  	
   

  	
   

  
	
  Section 1002.

  	
  Maintenance of Office or Agency

  	
  58

  
	
   

  	
   

  	
   

  
	
  Section 1003.

  	
  Money for Debt Securities
  Payments to Be Held in Trust

  	
  59

  
	
   

  	
   

  	
   

  
	
  Section 1004.

  	
  Corporate Existence

  	
  60

  
	
   

  	
   

  	
   

  
	
  Section 1005.

  	
  Maintenance of Properties

  	
  60

  
	
   

  	
   

  	
   

  
	
  Section 1006.

  	
  Payment of Additional Amounts

  	
  61

  
	
   

  	
   

  	
   

  
	
  Section 1007.

  	
  Payment of Taxes and Other Claims

  	
  61

  
	
   

  	
   

  	
   

  
	
  Section 1008.

  	
  Officer’s Certificate as to
  Default

  	
  62

  
	
   

  	
   

  	
   

  
	
  Section 1009.

  	
  Waiver of Certain Covenants

  	
  62

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
   

  
	
   

  	
   

  
	
  Redemption of Debt Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1101.

  	
  Applicability of Article

  	
  62

  
	
   

  	
   

  	
   

  
	
  Section 1102.

  	
  Election to Redeem; Notice to
  Trustee

  	
  62

  
	
   

  	
   

  	
   

  
	
  Section 1103.

  	
  Selection by Trustee of Debt
  Securities to be Redeemed

  	
  63

  
	
   

  	
   

  	
   

  
	
  Section 1104.

  	
  Notice of Redemption

  	
  63

  
	
   

  	
   

  	
   

  
	
  Section 1105.

  	
  Deposit of Redemption Price

  	
  64

  
	
   

  	
   

  	
   

  
	
  Section 1106.

  	
  Debt Securities Payable on
  Redemption Date

  	
  64

  
	
   

  	
   

  	
   

  
	
  Section 1107.

  	
  Debt Securities Redeemed in Part

  	
  65

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  	
   

  
	
   

  	
   

  
	
  Sinking Funds

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1201.

  	
  Applicability of Article

  	
  65

  
	
   

  	
   

  	
   

  
	
  Section 1202.

  	
  Satisfaction of Sinking Fund
  Payments with Debt Securities

  	
  66

  
	
   

  	
   

  	
   

  
	
  Section 1203.

  	
  Redemption of Debt Securities for
  Sinking Fund

  	
  66

  
	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  	
   

  
	
   

  	
   

  
	
  Repayment at the Option of Holders

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1301.

  	
  Applicability of Article

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 1302.

  	
  Repayment of Debt Securities

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 1303.

  	
  Exercise of Option; Notice

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 1304.

  	
  Election of Repayment by
  Remarketing Entities

  	
  68

  



 


vi

















 


	
  Section 1305.

  	
  Securities Payable on the
  Repayment Date

  	
  68

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  FOURTEEN

  	
   

  
	
   

  	
   

  
	
  Meetings
  of Holders of Debt Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1401.

  	
  Purposes for Which Meetings
  May Be Called

  	
  69

  
	
   

  	
   

  	
   

  
	
  Section 1402.

  	
  Call, Notice and Place of
  Meetings

  	
  69

  
	
   

  	
   

  	
   

  
	
  Section 1403.

  	
  Persons Entitled to Vote at
  Meetings

  	
  69

  
	
   

  	
   

  	
   

  
	
  Section 1404.

  	
  Quorum; Action

  	
  69

  
	
   

  	
   

  	
   

  
	
  Section 1405. 

  	
  Determination of Voting Rights; Conduct and
  Adjournment of Meetings 

  	
  70

  
	
   

  	
   

  	
   

  
	
  Section 1406.

  	
  Counting Votes and Recording
  Action of Meetings

  	
  71

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIFTEEN

  	
   

  
	
   

  	
   

  
	
  Defeasance

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1501.

  	
  Termination of Company’s
  Obligations

  	
  71

  
	
   

  	
   

  	
   

  
	
  Section 1502.

  	
  Repayment to Company

  	
  73

  
	
   

  	
   

  	
   

  
	
  Section 1503.

  	
  Indemnity for Government
  Obligations

  	
  73

  



 


vii
















 


INDENTURE (the “Indenture”) dated as of
                                ,
between CROCS, INC., a Delaware corporation (hereinafter called the “Company”),
having its principal place of business at 6328 Monarch Park Place, Niwot,
Colorado 80503, and Wells Fargo Bank, National Association, (hereinafter called
the “Trustee”), having a Corporate Trust Office at 230 West Monroe Street, Suite 2900,
Chicago, Illinois 60606.


 


RECITALS OF THE COMPANY


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


 


Definitions and Other Provisions

of General Application


 


Section 101.         Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Clearstream” means Clearstream Banking S.A.


 


“Commission” means the Securities and Exchange
Commission, as from time to time constituted, created under the Securities
Exchange Act of 1934, or if at any time after the execution of this instrument
such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body performing such duties on such
date.


 


2

















 


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


 


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


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular time
its corporate trust business shall be administered, which office at the date of
original execution of this Indenture is located at 230 West Monroe Street, Suite 2900,
Chicago, Illinois 60606, Attention: 
Corporate Trust Services, except that, with respect to presentation of
the Debt Securities for payment or registration of transfers or exchanges and
the location of the Security Registrar, such term means the office or agency of
the Trustee in Minneapolis, Minnesota, which at the date of original execution
of this Indenture is located at 608 Second Avenue South, N9303-121,
Minneapolis, Minnesota 55479, Attention: Corporate Trust Operations.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Euro” means the single currency of the European
Monetary Union as defined under EC Regulation 1103/97 adopted under Article 235
of the EU Treaty and under EC 


 


3

















 


Regulation 974/98
adopted under Article 109l(4) of
the EU Treaty or under any successor European legislation from time to time.


 


“Euroclear” means Euroclear SA/NV, as operator of the
Euroclear System.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


“Indebtedness” means (i) all items of
indebtedness or liability (except capital and surplus) which in accordance with
GAAP would be included in determining total liabilities as shown on the
liability side of a balance sheet as at the date as of which indebtedness is to
be determined, (ii) indebtedness secured by any Mortgage existing on
property owned subject to such Mortgage, whether or not the indebtedness
secured thereby shall have been assumed, and (iii) guarantees,
endorsements (other than for purposes of collection) and other contingent
obligations in respect of, or to purchase or otherwise acquire, indebtedness of
others, unless the amount thereof is included in indebtedness under the
preceding clause (i) or (ii); provided, however,
that any obligations or guarantees of obligations in respect of lease rentals,
whether or not such obligations or guarantees of obligations would be included
as liabilities on a consolidated balance sheet of the Company and its
Subsidiaries, shall not be included in Indebtedness.


 


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


 


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


 


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


 


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


 


“Mortgage” means and includes any mortgage, pledge,
lien, security interest, conditional sale or other title retention agreement or
other similar encumbrance.


 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


(iii)          Debt Securities in exchange for or in lieu of which other
Debt Securities have been authenticated and delivered, or which have been paid,
pursuant to this Indenture;


 


provided,
however, that in determining whether the Holders of the requisite principal
amount of Debt Securities Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Debt Securities
owned by the Company or any other obligor upon the Debt Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon such request, demand, authorization,
direction, notice, consent or waiver, only Debt Securities which the Trustee
knows to be so owned shall be so disregarded. 
Debt Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Debt Securities and
that the pledgee is not the Company or any other obligor upon the Debt
Securities or any Affiliate of the Company or of such other obligor.


 


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


 


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


 


“Place of Payment,” when used with respect to the Debt
Securities of any series means any place where the principal of (and premium,
if any) and interest on the Debt Securities of that series are payable as
specified as contemplated by Section 301.


 


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


 


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


 


6

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Responsible Officer” when used with respect to the
Trustee, means any officer of the Trustee assigned by it to administer its
corporate trust matters.


 


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


 


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


 


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


 


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


 


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


 


“Trustee” means the Person named as the “Trustee” in
the first paragraph of this instrument until a successor Trustee shall have become
such pursuant to the applicable provisions of 


 


7

















 


this Indenture, and
thereafter “Trustee” shall mean or include each Person who is then a Trustee
hereunder, and if at any time there is more than one such Person, “Trustee” as
used with respect to the Debt Securities of any series shall mean the Trustee
with respect to Debt Securities of that series.


 


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


 


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


 


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


 


Section 102.         Compliance Certificates and Opinions.


 


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


 


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


 


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


 


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


 


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


 


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


 


8

















 


Section 103.         Form of Documents Delivered to Trustee.


 


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


 


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


 


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


 


Section 104.         Acts of Holders.


 


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


 


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


 


9

















 


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


 


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


 


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


 


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


 


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


 


(h)           The Company may set any day as a
record date for the purpose of determining the Holders of Outstanding Debt
Securities of any series entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or


 


10
















 


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


 


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


 


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


 


11

















 


Date with respect
thereto, subject to its right to change the Expiration Date as provided in this
paragraph.


 


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


 


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


 


(1)           the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided), if in writing and sent by certified mail or by courier to the
Trustee at its Corporate Trust Office, or


 


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


 


Section 106.         Notice to Holders; Waiver.


 


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


 


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


 


12

















 


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


 


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


 


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


 


Section 107.         Conflict with Trust Indenture Act.


 


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


 


Section 108.         Effect of Headings and Table of Contents.


 


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


 


Section 109.         Successors and Assigns.


 


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


 


Section 110.         Separability Clause.


 


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


 


Section 111.         Benefits of Indenture.


 


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


 


13

















 


Section 112.         Governing Law.


 


This Indenture and the Debt Securities and any coupons
shall be governed by and construed in accordance with the laws of the State of
New York.


 


Section 113.         Legal Holidays.


 


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


 


Section 114.         Exemption from Individual Liability.


 


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


 


Section 115.         Counterparts.


 


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


 


Section 116.         Force Majeure.


 


In no event shall the Trustee be responsible or
liable, nor shall the Company be responsible or liable to the Trustee, for any
failure or delay in the performance of its obligations 


 


14

















 


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 or the Company, as the case may be, shall use
reasonable efforts which are consistent with accepted practices to resume
performance as soon as practicable under the circumstances.


 


Section 117.         Waiver of Jury Trial.


 


EACH OF THE COMPANY, THE
TRUSTEE, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF, 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 SECURTIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


ARTICLE TWO


 


Debt Security Forms


 


Section 201.         Forms Generally.


 


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


 


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


 


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


 


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


 


The Trustee’s certificate of authentication on all
Debt Securities shall be in substantially the following form:


 


15

















 


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


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Authorized
  Officer

  



 


Section 203.         Debt Securities in Global Form.


 


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


 


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


 


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


 


ARTICLE THREE


 


The Debt Securities


 


Section 301.         Amount Unlimited; Issuance in Series.


 


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


 


The Debt Securities may be issued in one or more
series.  There shall be established in or
pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or
established 


 


16

















 


in one or more
indentures supplemental hereto, prior to the issuance of Debt Securities of any
series:


 


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


 


(2)           the price or prices (expressed as a percentage of the
principal amount thereof) at which the Debt Securities of the series may be
issued;


 


(3)           the ranking of such Debt Securities;


 


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


 


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


 


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


 


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


 


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


 


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


 


(10)         whether Debt Securities of the series are to be issuable as
Registered Securities, Bearer Securities or both, whether Debt Securities of
the series are to be issuable 


 


17

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


18

















 


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


 


(20)         if the Debt Securities of the series are convertible or
exchangeable into common stock or preferred stock, the conversion price or
exchange ratio therefor, the period during which such Debt Securities are
convertible or exchangeable and any terms and conditions for the conversion or
exchange of such Debt Securities;


 


(21)         any Events of Default with respect to Debt Securities of
such series, if not set forth herein;


 


(22)         any other covenant or warranty included for the benefit of
the Debt Securities of the series in addition to (and not inconsistent with)
those set forth herein for the benefit of Debt Securities of all series, or any
other covenant or warranty included for the benefit of Debt Securities of the
series in lieu of any covenant or warranty set forth herein for the benefit of
Debt Securities of all series, or any provision that any covenant or warranty
set forth herein for the benefit of Debt Securities of all series shall not be
for the benefit of Debt Securities of such series, or any combination of such
covenants, warranties or provisions and the applicability, if any, of the
provisions of Section 1012 to such covenants and warranties;


 


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


 


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


 


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


 


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


 


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


 


If any of the terms of a series of Debt Securities are
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by 


 


19

















 


the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers’ Certificate setting forth the terms of the
series.


 


Section 302.         Denominations.


 


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


 


Section 303.         Execution,
Authentication, Delivery and Dating.


 


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


 


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


 


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


 


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


 


20
















 


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


 


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


 


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


 


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


 


(iv)                              an Opinion of Counsel stating


 


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


 


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


 


(C)                                that the Indenture and such Debt Securities and
coupons, if any, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and binding obligations of the
Company, enforceable in accordance with their terms, subject, as to enforcement
of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
or other laws affecting creditors’ rights generally and the application of
general principles of equity and except further as enforcement thereof may be
limited by (i) requirements that a claim with respect to any Debt
Securities denominated other than in Dollars (or a Foreign Currency or currency
unit judgment in respect of such claim) be converted into Dollars at a rate of
exchange prevailing on a date determined pursuant to applicable law or (ii) governmental
authority to limit, delay or prohibit the making of payments in Foreign
Currencies or currency units or payments outside the United States.


 


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


 


21

















 


Depositary for such Global Security or Securities or the nominee of
such Depositary and (iii) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary’s instructions.


 


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


 


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


 


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


 


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


 


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


 


Section 304.                            Temporary Debt Securities.


 


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


 


22

















 


Debt Securities may be in global form, representing all or any part of
the Outstanding Debt Securities of such series.


 


(b)                                 Unless otherwise provided pursuant to Section 301:


 


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


 


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


 


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


 


23

















 


the beneficial
owner thereof; provided, however, that, in the
case of the exchange of the temporary Global Security for definitive Bearer
Securities (including a definitive Global Bearer Security), upon such
presentation by the Depositary, such temporary Global Security shall be
accompanied by a certificate signed by Euroclear as to the portion of such
temporary Global Security held for its account then to be exchanged and a
certificate signed by Clearstream as to the portion of such temporary Global
Security held for its account then to be exchanged, each in the form set forth
in Exhibit B to this Indenture; and provided, further,
that definitive Bearer Securities (including a definitive Global Bearer
Security) shall be delivered in exchange for a portion of a temporary Global
Security only in compliance with the requirements of Section 303.


 


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


 


(v)                                 Until exchanged in full as hereinabove provided, the
temporary Debt Securities of any series shall in all respects be entitled to
the same benefits under this Indenture as definitive Debt Securities of the
same series and of like tenor and terms authenticated and delivered hereunder,
except that interest payable on a temporary Global Security on an Interest
Payment Date shall be payable to Euroclear and Clearstream on such Interest
Payment Date only if there has been delivered by Euroclear and Clearstream to
the Global Exchange Agent a certificate or certificates in the form set forth
in Exhibit B to this Indenture dated no earlier than the first Interest
Payment Date, for credit without further interest on or after such Interest
Payment Date to the respective accounts of the Persons who are the beneficial
owners of such temporary Global Security on such Interest Payment Date and who
have each delivered to Euroclear or Clearstream, as the case may be, a
certificate in the form set forth in Exhibit A-1 and, if applicable, A-2
to this Indenture dated no earlier than the first Interest Payment Date.  Any interest so received by Euroclear and
Clearstream and not paid as herein provided prior to the Global Exchange Date
shall be returned to the Global Exchange Agent which, upon expiration of two
years after such Interest Payment Date, shall repay such interest to the
Company in accordance with Section 1003.


 


24

















 


Section 305.                            Registration; Registration of
Transfer and Exchange.


 


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


 


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


 


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


 


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


 


25

















 


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


 


If at any time the Depositary for the Debt Securities
of a series notifies the Company that it is unwilling or unable to continue as
Depositary for the Debt Securities of such series or if at any time the
Depositary for the Debt Securities of such series shall no longer be eligible
under Section 303(h), the Company shall appoint a successor Depositary
with respect to the Debt Securities of such series.  If a successor Depositary for the Debt
Securities of such series is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such ineligibility, the
Company’s election pursuant to Section 301(11) shall no longer be
effective with respect to the Debt Securities of such series and the Company
will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Debt Securities of such series, will
authenticate and deliver, Debt Securities of such series in definitive form in
an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such series in exchange for such Global
Security or Securities.


 


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


 


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


 


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


 


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


 


In any exchange provided for in any of the preceding
three paragraphs, the Company will execute and the Trustee will authenticate
and deliver Debt Securities (a) in definitive registered form in
authorized denominations, if the Debt Securities of such series are issuable as
Registered Securities, (b) in definitive bearer form in authorized
denominations, with coupons attached, if the Debt Securities of such series are
issuable as Bearer Securities or (c) as either Registered or Bearer
Securities, as shall be specified by the beneficial owner thereof, if the Debt
Securities of such series are issuable in either form; provided,
however, that no definitive Bearer Security shall be delivered 


 


26

















 


in exchange for a
temporary Global Security unless the Company or its agent shall have received
from the person entitled to receive the definitive Bearer Security a
certificate substantially in the form set forth in Exhibit A-1 and, if
applicable, A-2 hereto; and provided further
that delivery of a Bearer Security shall occur only outside the United States;
and provided further that no definitive
Bearer Security will be issued if the Company has reason to know that any such
certificate is false.


 


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


 


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


 


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


 


No charge to any Holder shall be made for any
registration of transfer or exchange of Debt Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer, registration of transfer or
exchange of Debt Securities, other than exchanges expressly provided in this
Indenture to be made at the Company’s own expense or without expense or without
charge to the Holders.


 


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


 


27

















 


such a Bearer Security
may be exchanged for a Registered Security of like tenor and terms of that series,
provided that such Registered Security
shall be simultaneously surrendered for redemption.


 


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


 


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


 


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


 


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


 


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


 


Every new Debt Security of any series, with its
coupons, if any, issued pursuant to this Section in lieu of any destroyed,
lost or stolen Debt Security, or in exchange for a Bearer 


 


28

















 


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


 


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


 


Section 307.                            Payment of Interest; Interest
Rights Preserved.


 


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


 


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


 


(1)                                  The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of such series
(or their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. 
The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Registered Security of such
series and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money and/or Government Obligations
the payments of principal and interest on which when due (and without
reinvestment) will provide money in such amounts as will (together with any
money irrevocably deposited in trust with the Trustee, without investment) be
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money and/or Government
Obligations when deposited to be held in trust for the benefit of 


 


29

















 


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


 


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


 


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


 


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


 


Except as the Company and the Trustee may otherwise
agree with respect to any Original Issue Discount Security, the Company shall
promptly file with the Trustee by each January 15th a written notice
specifying the amount of the original issue discount accrued on the Securities 


 


30

















 


for the previous calendar year, including daily rates and accrual
periods, and such other information relating to original issue discount as may
be required under the United States Internal Revenue Code and applicable
regulations, as amended from time to time.


 


Section 308.                            Persons Deemed Owners.


 


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


 


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


 


None of the Company, the Trustee, any Paying Agent or
the Security Registrar will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests, or any notice which is
permitted or required to be given under the Indenture, any consent given or
other action taken by the Depositary as Registered Holder, or any selection by
the Depositary of any Person to receive payment of principal, interest or other
amounts payable on the Securities..


 


Section 309.                            Cancellation.


 


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


 


31
















 


Section 310.                            Computation of Interest.


 


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


 


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


 


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


 


Section 312.                            Judgments.


 


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


 


ARTICLE FOUR


 


Satisfaction and Discharge


 


Section 401.                            Satisfaction and Discharge of
Indenture.


 


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


 


32

















 


(1)                                  either


 


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


 


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


 


(i)                                     have become due and payable, or


 


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


 


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


 


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


 


33

















 


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


 


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


 


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


 


Section 402.                            Application of Trust Money and
Government Obligations.


 


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


 


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


 


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


 


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


 


If this Section 403 is specified, as contemplated
by Section 301, to be applicable to Debt Securities of any series, then,
notwithstanding Section 401, (i) the Company shall be deemed to have
paid and discharged the entire indebtedness on all the Outstanding Debt Securities
of any such series and related coupons; (ii) the provisions of this
Indenture as it relates to such Outstanding Debt Securities and related coupons
shall no longer be in effect (except as to (A) the rights of Holders of
Debt Securities to receive, from the trust fund described in subparagraph (1) below,
payment of (x) the principal of (and premium, if any) and any installment
of principal of (and premium, if any) or 


 


34

















 


interest on such Debt
Securities and related coupons on the Stated Maturity of such principal (and
premium, if any) or installment of principal (and premium, if any) or interest
or (y) any mandatory sinking fund, repayment or analogous payments
applicable to the Debt Securities of that series on that day on which such
payments are due and payable in accordance with the terms of this Indenture and
of such Debt Securities, (B) the Company’s obligations with respect to
such Debt Securities under Sections 304, 305, 306, 1002, 1003 and 1006, and
(C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder, including those under Section 607 hereof); and (iii) the
Trustee, at the expense of the Company, shall, upon Company Order, execute
proper instruments acknowledging satisfaction and discharge of such
indebtedness, when


 


(1)                                  either


 


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


 


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


 


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


 


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


 


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


 


35

















 


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


 


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


 


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


 


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


 


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


 


ARTICLE FIVE


 


Remedies


 


Section 501.                            Events of Default.


 


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


 


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


 


36

















 


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


 


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


 


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


 


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


 


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


 


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


 


37

















 


Section 502.                            Acceleration of Maturity;
Rescission and Annulment.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


and


 


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


 


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


 


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


 


The Company covenants that if:


 


38

















 


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


 


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


 


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


 


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


 


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


 


Section 504.                            Trustee May File Proofs of
Claim.


 


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


 


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


 


39

















 


compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel)
and of the Holders allowed in such judicial proceeding, and


 


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


 


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


 


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


 


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


 


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


 


Section 506.                            Application of Money Collected.


 


After an Event of Default any money or other property
distributable in respect of the Company’s obligations under this Indenture
shall be paid in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal (and
premium, if any) or interest, upon presentation of the Debt Securities or any
coupons, or both, as the case may be, and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:


 


FIRST:  To the payment of all amounts due the Trustee
(including any predecessor Trustee) for amounts due or reasonably
anticipated to become due under Section 607;


 


SECOND:  To the payment of the amounts then due and
unpaid for principal of (and premium, if any) and interest on the Debt
Securities and any coupons, in respect of which or for the benefit of which
such money has been collected ratably, without preference or priority of any
kind, according to the amounts due and payable on such Debt Securities and any
coupons for principal (and premium, if any) and interest, respectively.  The Holders of each series of Debt Securities
denominated in Euro, any other composite currency or a Foreign Currency and 


 


40

















 


any matured coupons
relating thereto shall be entitled to receive a ratable portion of the amount
determined by the Exchange Rate Agent by converting the principal amount
Outstanding of such series of Debt Securities and matured but unpaid interest
on such series of Debt Securities in the currency in which such series of Debt
Securities is denominated into Dollars at the Exchange Rate as of the date of
declaration of acceleration of the Maturity of the Debt Securities; and


 


THIRD:  The balance, if any, to the Person or Persons
entitled thereto.


 


Section 507.                            Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


41
















 


Section 509.                            Restoration of Rights and
Remedies.


 


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


 


Section 510.                            Rights and Remedies Cumulative.


 


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


 


Section 511.                            Delay or Omission Not Waiver.


 


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


 


Section 512.                            Control by Holders of Debt
Securities.


 


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


 


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


 


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


 


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


 


42

















 


Section 513.                            Waiver of Past Defaults.


 


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


 


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


 


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


 


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


 


Section 514.                            Undertaking for Costs.


 


All parties to this Indenture agree, and each Holder
of any Debt Security or coupon by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit,
having a due regard to the merits and good faith of the claims or defenses made
by such party litigant, but the provisions of this Section shall not apply
to any suit instituted by the Company or the Trustee, to any suit instituted by
any Holder, or group of Holders, holding in the aggregate more than 25% in
principal amount of the Outstanding Debt Securities of any series, or to any
suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Debt Security or the
payment of any coupons on or after the respective Stated Maturity or Maturities
expressed in such Debt Security or coupon (or, in the case of redemption or
repayment, on or after the Redemption Date or Repayment Date, as the case may
be).


 


Section 515.                            Waiver of Stay or Extension Laws.


 


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


 


43

















 


ARTICLE SIX


 


The Trustee


 


Section 601.                            Certain Duties and
Responsibilities.


 


Except during the continuance of an Event of Default,
the Trustee’s duties and responsibilities under this Indenture shall be only
those duties and responsibilities specifically set forth in this Indenture and
no implied duties or responsibilities shall be read into this Indenture against
the Trustee. In case an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture,
and shall use the same degree of care and skill in their exercise, as a prudent
person would exercise or use under the circumstances in the conduct of his or
her own affairs.  Notwithstanding the
foregoing, no provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.  Whether or
not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.


 


Section 602.                            Notice of Default.


 


If a default occurring hereunder with respect to Debt
Securities of any series is known to the Trustee, the Trustee shall transmit by
mail to all Holders of Debt Securities of such series notice of such default
within ninety days after the occurrence thereof as and to the extent provided
by the Trust Indenture Act; provided, however, that in the case of any default
of the character specified in Section 501(4) with respect to Debt
Securities of such series no such notice to Holders shall be given until at
least 30 days after the occurrence thereof; and except in the case of default in payment on any Debt Security, the Trustee
may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of such Holders. For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to Debt Securities of such series.


 


Section 603.                            Certain Rights of Trustee.


 


Except as otherwise provided in Section 601


 


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


 


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


 


44

















 


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


 


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


 


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


 


(f)                                    the Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, coupon, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney, other than any
such books or records containing information as to the affairs of the customers
of the Company or any of its Subsidiaries; provided that
the Trustee may examine such books and records relating to customers to the
extent that such books and records contain information as to any payments made
to such customers in their capacity as Holders of Debt Securities; provided,
further, that the Trustee shall treat all information regarding the Company
which it receives pursuant to this Indenture and its duties hereunder as
confidential and shall not disclose such information unless necessary in order
to fulfill its duties under this Indenture or the Trust Indenture Act; and


 


(g)                                 the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder; no Exchange Rate Agent, Global Exchange Agent,
Depositary or Paying Agent shall be deemed an agent of the Trustee and the
Trustee shall not be responsible for any act or omission by any of them. The
rights, privileges, protections, immunities and benefits given to the Trustee,
including without limitation its right to be compensated, reimbursed, and
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder.


 


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


 


The recitals contained herein and in the Debt
Securities, except the Trustee’s certificates of authentication, and in any
coupons, and the information in any registration statement, including all
attachments thereto, except the Statement of Eligibility provided by the
Trustee on Form T-1, shall be taken as the statements of the Company, and
the Trustee assumes no 


 


45

















 


responsibility for their
correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Debt Securities of any series or any coupons. 
The Trustee shall not be accountable for the use or application by the
Company of any Debt Securities or the proceeds thereof.  The Trustee shall not be responsible for and
makes no representations as to the Company’s ability or authority to issue
Bearer Securities or the lawfulness thereof.


 


Section 605.                            May Hold Debt Securities or
Coupons.


 


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


 


Section 606.                            Money Held in Trust.


 


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


 


Section 607.                            Compensation and Reimbursement.


 


The Company agrees


 


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


 


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


 


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


 


The Trustee shall promptly notify the Company of any
claim for which it may seek indemnification pursuant to the provisions of this
Indenture; provided, however, the failure to give such notice shall not affect
the right to indemnification hereunder except to the extent of actual
prejudice. The Company shall be entitled to participate in, and to the extent
that it shall wish, to assume the defense of such claim, with counsel
satisfactory to the Trustee (and the Trustee shall 


 


46

















 


cooperate in the defense
thereof). The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company shall not be
obligated under any settlement agreement relating to any claim under this
Indenture to which it has not agreed in writing, which agreement shall not be
unreasonably withheld.


 


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


 


The provisions of this Section 607 shall survive
the resignation or removal of the Trustee, the defeasance of the Securities and
the satisfaction and discharge of this Indenture.


 


Section 608.                            Disqualification; Conflicting
Interests.


 


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


 


Section 609.                            Corporate Trustee Required;
Eligibility.


 


There shall at all times be a Trustee hereunder which
shall be a corporation that is eligible pursuant to the Trust Indenture Act to
act as such and organized and doing business under the laws of the United
States, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $25,000,000, and subject to supervision or examination by Federal
or State authority; provided, however, that if Section 310(a) of the
Trust Indenture Act or the rules and regulations of the Commission under
the Trust Indenture Act at any time permit a corporation organized and doing
business under the laws of any other jurisdiction to serve as trustee of an
indenture qualified under the Trust Indenture Act, this Section 609 shall
be automatically amended to permit a corporation organized and doing business
under the laws of any such other jurisdiction to serve as Trustee
hereunder.  If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.


 


Section 610.                            Resignation and Removal;
Appointment of Successor.


 


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


 


47

















 


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


 


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


 


(d)                                 If at any time:


 


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


 


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


 


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


 


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


 


then, in any such case, (i) the
Company by a Board Resolution may remove the Trustee with respect to such
series at any time or (ii) subject to Section 514, any Holder who has
been a bona fide Holder of a Debt Security of any series for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee for the Debt
Securities of such series and the appointment of a successor Trustee.


 


(e)                                  If the Trustee shall resign, be removed
or become incapable of acting with respect to any series of Debt Securities, or
if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Debt Securities or one or more series, the Company shall promptly
appoint a successor Trustee or Trustees with respect to the Debt Securities of
that or those series (it being 


 


48

















 


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


 


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


 


Section 611.                            Acceptance of Appointment by
Successor.


 


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


 


(b)                                 In the case of the appointment hereunder
of a successor Trustee with respect to the Debt Securities of one or more (but
not all) series, the Company, the retiring Trustee upon payment of its charges
and each successor Trustee with respect to the Debt Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Debt Securities
of that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Debt Securities, shall contain such provisions as shall be deemed necessary or 


 


49

















 


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


 


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


 


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


 


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


 


Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the executing or filing of any paper or any further
act on the part of any of the parties hereto. 
In case any Debt Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion, consolidation
or sale to such authenticating Trustee may adopt such authentication and
deliver the Debt Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Debt Securities.  In case any Debt Securities shall not have
been authenticated by such predecessor Trustee, any such successor Trustee may
authenticate and deliver such Debt Securities, in either its own name or that
of its predecessor Trustee, with the full force and effect which this Indenture
provides for the certificate of authentication of the Trustee.  If the Trustee’s successor by merger,
conversion, consolidation or sale shall not have received the written approval
of the Company, such successor shall resign within 20 days after the merger,
conversion, consolidation or sale and such vacancy in the office of the Trustee
shall be filled in the manner specified in Section 610.


 


50

















 


Section 613.                            Preferential Collection of Claims
Against Company.


 


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


 


Section 614.                            Authenticating Agent.


 


The Trustee may upon Company request appoint one or
more Authenticating Agents (including, without limitation, the Company or any
Affiliate thereof) with respect to one or more series of Debt Securities which
shall be authorized on behalf of the Trustee in authenticating Debt Securities
of such series in connection with the issue, delivery, registration of
transfer, exchange, partial redemption or repayment of such Debt Securities.  Wherever reference is made in this Indenture
to the authentication of Debt Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating
Agent.  Each Authenticating Agent must be
acceptable to the Company and, in the case of Registered Securities, must be a
corporation organized and doing business under the laws of the United States or
of any State or the District of Columbia, having a combined capital and surplus
of at least $25,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by Federal or State authorities, and in
the case of Bearer Securities and an authenticating agent who is not organized
and doing business under the laws of the United States or of any State thereof
or the District of Columbia, is subject to supervision or examination by the
appropriate foreign authorities.


 


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


 


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


 


The Trustee agrees to pay to each authenticating agent
from time to time reasonable compensation for its services under this Section,
and the Trustee shall be entitled to be reimbursed for such payment, subject to
the provisions of Section 607.


 


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


 


51
















 


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


 


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


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  As
  Authenticating Agent for the Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  	
   

  



 


ARTICLE SEVEN


 


Holders’ Lists and Reports By Trustee and Company


 


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


 


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


 


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


 


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


 


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


 


Section 702.                            Preservation of Information;
Communications to Holders.


 


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


 


52

















 


a new list so furnished.  The
Trustee shall preserve for at least two years the names and addresses of
Holders of Bearer Securities filed with the Trustee by such Holders.


 


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


 


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


 


Section 703.                            Reports by Trustee.


 


(a)                                  Within 60 days after May 15 of each
year commencing with the first May 15 after the first issuance of Debt
Securities pursuant to this Indenture and at any other time required by the
Trust Indenture Act, the Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture and such other
matters as may be required pursuant to the Trust Indenture Act in the manner
required by the Trust Indenture Act.


 


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


 


Section 704.                            Reports by Company.


 


The Company shall file with the Trustee and the
Commission, and transmit to Holders such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the time and in the manner pursuant to such Act; provided that
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 shall be filed with the Trustee within 15 days after the
same is so required to be filed with the Commission. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee’s receipt of such shall not constitute notice or 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 or certificates delivered to the Trustee pursuant to Section 1008).


 


ARTICLE EIGHT


 


Consolidation, Merger, Conveyance, Transfer or Lease


 


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


 


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


 


53

















 


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


 


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


 


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


 


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


 


Section 802.                            Successor Corporation Substituted.


 


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


 


ARTICLE NINE


 


Supplemental Indentures


 


Section 901.                            Supplemental Indentures without
Consent of Holders.


 


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


 


54

















 


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


 


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


 


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


 


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


 


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


 


(6)                                  to establish the form or terms of Debt
Securities of any series as permitted by Sections 201 and 301, including
but not limited to the addition of provisions to secure, subordinate or provide
for the conversion the Debt Securities of such series; or


 


(7)                                  to secure any series of Debt Securities;
or


 


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


 


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


 


55

















 


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


 


Section 902.                            Supplemental Indentures with
Consent of Holders.


 


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


 


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


 


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


 


(3)                                  modify any of the provisions of this Section, Section 513
or Section 1012, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Debt Security affected thereby; provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to “the
Trustee” and concomitant changes in this Section and Section 1012, or
the deletion of this proviso, in accordance with the requirements of Section 611(b) and
901(8), or


 


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


 


A supplemental indenture which changes or eliminates
any covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more 


 


56

















 


particular series of Debt
Securities, or which modifies the rights of the Holders of Debt Securities of
such series with respect to such covenant or other provision, shall be deemed
not to affect the rights under this Indenture of the Holders of Debt Securities
of any other series.


 


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


 


Section 903.                            Execution of Supplemental
Indentures.


 


In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


 


Section 904.                            Effect of Supplemental
Indentures.


 


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


 


Section 905.                            Conformity with Trust Indenture
Act.


 


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


 


Section 906.                            Reference in Debt Securities to
Supplemental Indentures.


 


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


 


57

















 


ARTICLE TEN


 


Covenants


 


Section 1001.                     Payment of Principal, Premium and
Interest.


 


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


 


Section 1002.                     Maintenance of Office or Agency.


 


The Company will maintain in each Place of Payment for
any series of Debt Securities an office or agency where Debt Securities (but,
except as otherwise provided below, unless such Place of Payment is located
outside the United States, not Bearer Securities or coupons) may be presented
or surrendered for payment, where Debt Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Debt Securities and this Indenture may be
served.  If Debt Securities of a series
are issuable as Bearer Securities, the Company will maintain, subject to any
laws or regulations applicable thereto, an office or agency in a Place of
Payment for such series which is located outside the United States where Debt
Securities of such series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Debt Securities of such series pursuant to Section 1006); provided,
however, that if the Debt Securities of such series are listed on a stock
exchange located outside the United States and such stock exchange shall so
require, the Company will maintain a Paying Agent in any required city located
outside the United States, as the case may be, so long as the Debt Securities
of such series are listed on such exchange. 
The Company will give prompt written notice to the Trustee of the location,
and any change in the location, of any such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices or
demands may be made or served at the Corporate Trust Office, and the Company
hereby appoints the Trustee its agent to receive all presentations, surrenders,
notices and demands, except that Bearer Securities of that series and the
related coupons may be presented and surrendered for payment (including payment
of any additional amounts payable on Bearer Securities of that series pursuant
to Section 1006) at the place specified for the purpose pursuant to Section 301(7).


 


No payment of principal of, or premium, if any, or
interest on Bearer Securities shall be made at any office or agency of the
Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the
United States; provided, however, payment of principal of and any premium and
interest (including additional amounts payable in respect thereof) on any
Bearer Security denominated in Dollars may be made at an office or agency of,
and designated by, the Company located in the United States if (but only if)
payment of the full amount of such principal, premium, interest or additional
amounts in 


 


58

















 


Dollars at all offices
outside the United States maintained for the purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions and the Trustee receives an Opinion of
Counsel that such payment within the United States is legal.  Unless otherwise provided as contemplated by Section 301
with respect to any series of Debt Securities, at the option of the Holder of
any Bearer Security or related coupon, payment may be made by check in the
currency designated for such payment pursuant to the terms of such Bearer
Security presented or mailed to an address outside the United States or by
transfer to an account in such currency maintained by the payee with a bank
located outside the United States.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


59

















 


(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.


 


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


 


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


 


Section 1004.                     Corporate Existence.


 


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


 


Section 1005.                     Maintenance of Properties.


 


The Company will cause all properties used or useful
in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be 


 


60

















 


necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times, provided, however,
that nothing in this Section shall prevent the Company from discontinuing
the operation or maintenance of any of such properties if such discontinuance
is, in the judgment of the Company, desirable in the conduct of its business or
the business of any Subsidiary and not disadvantageous in any material respect
to the Holders.


 


Section 1006.                     Payment of Additional Amounts.


 


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


 


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


 


Section 1007.                     Payment of Taxes and Other Claims.


 


The Company will pay or discharge or cause to be paid
or discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon the Company or any
Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and (2) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a lien upon the property of the Company
or any Subsidiary, provided,


 


61
















 


however, that the Company shall not be required
to pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings.


 


Section 1008.                     Officer’s Certificate as to
Default.


 


The Company will furnish to the Trustee not more than
120 days after the end of the Company’s fiscal year in each year (beginning
with 20   ) a brief certificate from the principal executive,
financial or accounting officer of the Company as to his or her knowledge of
the Company’s compliance with all conditions and covenants under this Indenture
(such compliance to be determined without regard to any period of grace or
requirement of notice provided under this Indenture), and, if he or she has
knowledge of any default, specifying each such default of which the signer has
knowledge and the nature thereof. The Company shall give prompt written notice
to the Trustee of any default or any Event of Default, describing such Default
or Event of Default in reasonable detail and its status, the cure or waiver of
any default or Event of Default, or if the Securities are listed on any stock
exchange.


 


Section 1009.                     Waiver of Certain Covenants.


 


The Company may omit in any particular instance to
comply with any covenant or condition set forth in Sections 1004, 1005 and 1007
with respect to the Debt Securities of any series if, before the time for such
compliance the Holders of at least a majority in principal amount of the Debt Securities
at the time Outstanding shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such covenant or condition shall remain in full force
and effect.


 


ARTICLE ELEVEN


 


Redemption of Debt Securities


 


Section 1101.                     Applicability of Article.


 


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


 


Section 1102.                     Election to Redeem; Notice to
Trustee.


 


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


 


62

















 


Indenture, the Company
shall furnish the Trustee with an Officers’ Certificate evidencing compliance
with such restriction.


 


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


 


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


 


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


 


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


 


Section 1104.                     Notice of Redemption.


 


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


 


All notices of redemption shall state:


 


(1)                                  the Redemption Date,


 


(2)                                  the Redemption Price,


 


(3)                                  if less than all Outstanding Debt Securities of any
series are to be redeemed and such Debt Securities are not Global Securities,
the identification (and, in the case of partial redemption, the principal
amounts) of the particular Debt Securities to be redeemed,


 


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


 


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


 


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


 


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


 


(8)                                  the CUSIP number, if any.


 


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


 


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


 


Section 1105.                     Deposit of Redemption Price.


 


On or prior to 11:00 am New York City time on any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money and/or Government
Obligations the payments of principal and interest on which when due (and
without reinvestment) will provide money on or prior to the Redemption Date in
such amounts as will (together with any money irrevocably deposited in trust
with the Trustee, without investment) be sufficient to pay the Redemption Price
of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Debt Securities or portions thereof which are to
be redeemed on that date; provided, however, that deposits with respect to
Bearer Securities shall be made with a Paying Agent or Paying Agents located
outside the United States except as otherwise provided in Section 1002,
unless otherwise specified as contemplated by Section 301.


 


Section 1106.                     Debt Securities Payable on
Redemption Date.


 


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


 


64

















 


Predecessor Securities,
registered as such on the relevant Record Dates according to their terms and
the provisions of Section 307.


 


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


 


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


 


Section 1107.                     Debt Securities Redeemed in Part.


 


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


 


ARTICLE TWELVE


 


Sinking Funds


 


Section 1201.                     Applicability of Article.


 


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


 


The minimum amount of any sinking fund payment
provided for by the terms of Debt Securities of any series is herein referred
to as a “mandatory sinking fund payment,” and any payment in excess of such
minimum amount provided for by the terms of Debt Securities of any series is
herein referred to an “optional sinking fund payment”.  If provided for by the terms of Debt
Securities of any series, the amount of any sinking fund payment may be subject
to reduction as 


 


65

















 


provided in Section 1202.  Each sinking fund payment shall be applied to
the redemption of Debt Securities of any series as provided for by the terms of
Debt Securities of such series.


 


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


 


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


 


Section 1203.                     Redemption of Debt Securities for
Sinking Fund.


 


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


 


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ARTICLE THIRTEEN


 


Repayment at the Option of Holders


 


Section 1301.                     Applicability of Article.


 


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


 


Section 1302.                     Repayment of Debt Securities.


 


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


 


Section 1303.                     Exercise of Option; Notice.


 


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


 


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


 


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


 


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


 


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


 


Section 1304.                     Election of Repayment by
Remarketing Entities.


 


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


 


Section 1305.                     Securities Payable on the
Repayment Date.


 


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


 


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ARTICLE FOURTEEN


 


Meetings of Holders of Debt Securities


 


Section 1401.                     Purposes for Which Meetings May Be
Called.


 


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


 


Section 1402.                     Call, Notice and Place of
Meetings.


 


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


 


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


 


Section 1403.                     Persons Entitled to Vote at
Meetings.


 


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


 


Section 1404.                     Quorum; Action.


 


The Persons entitled to vote a majority in principal
amount of the Outstanding Debt Securities of a series shall constitute a quorum
for a meeting of Holders of Debt Securities of such series.  In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the 


 


69

















 


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


 


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


 


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


 


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


 


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


 


(b)                                 The Trustee shall, by an instrument in
writing, appoint a temporary chairperson of the meeting, unless the meeting
shall have been called by the Company or by Holders of Debt Securities as
provided in Section 1402(b), in which case the Company or the Holders of


 


70

















 


Debt Securities of the series calling the meeting, as the case may be,
shall in like manner appoint a temporary chairperson.  A permanent chairperson and a permanent
secretary of the meeting shall be elected by vote of the Persons entitled to
vote a majority in principal amount of the Outstanding Debt Securities of such
series represented at the meeting.


 


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


 


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


 


Section 1406.                     Counting Votes and Recording
Action of Meetings.


 


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


 


ARTICLE FIFTEEN


 


Defeasance


 


Section 1501.                     Termination of Company’s
Obligations.


 


If this Section 1501 is specified, as
contemplated by Section 301, to be applicable to any series of Debt
Securities and if the Company deposits irrevocably in trust with the Trustee
money and/or Government Obligations the payments of principal and interest on
which when due (and without reinvestment) will provide money in such amounts as
will (together with any money


 


71
















 


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


 


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


 


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


 


After a deposit as provided herein, the Trustee shall,
upon Company Request, acknowledge in writing the discharge of the Company’s
obligations pursuant to the provisions of this Section with respect to the
Debt Securities of such series under Sections 801, 1005 and 1007and any 


 


72

















 


other covenant determined
pursuant to Section 301 to be subject to this Section and the
inapplicability of the Events of Default contained in Sections 501(4),
501(5), 501(6), 501(7) and 501(8) to the extent set forth above.


 


Section 1502.                     Repayment to Company.


 


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


 


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


 


Section 1503.                     Indemnity for Government
Obligations.


 


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


 


[remainder of page intentionally left blank]


 


73

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed, and the Company has caused its corporate
seal to be hereunto affixed and attested, all as of the day and year first
above written.


 


 


	
   

  	
   

  	
  CROCS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
    Its

  	
   

  
	
   

  	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS FARGO BANK,
  NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
    Its

  	
   

  



 


74

















 


EXHIBIT A-1


 


[Form of
Certificate of Beneficial Ownership by a


Non-United States
Person or by Certain Other Persons]


 


Certificate


 


CROCS, INC.


 


[Insert title or
sufficient description of


Debt Securities to
be delivered]


 


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


 


[Insert if certificate
does not relate to an interest payment—We undertake to advise you by tested
telex followed by written confirmation if the above statement as to beneficial
ownership is not correct on the date of delivery of the above-captioned Debt
Securities in bearer form as to all of such Debt Securities with respect to
such of said Debt Securities as then appear in your books as being held for our
account.]  We understand that this
certificate is required in connection with United States tax laws.  We irrevocably authorize you to produce this
certificate or a copy hereof to any interested party in any administrative or
legal proceedings with respect to the matters covered by this certificate.  “United States Person” shall mean a citizen
or resident of the United States of America (including the District of
Columbia), a corporation, partnership or other entity created or organized in
or under the laws of the United States or any political subdivision thereof or
an estate or trust that is subject to United States Federal income taxation
regardless of the source of its income.


 

















 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [To be dated on or
  after

  	
   

  	
   

  
	
                  
  (the date

  	
   

  	
   

  
	
  determined as provided 

  	
   

  	
   

  
	
  in the Indenture)]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Name of Person
  Entitled to Receive Bearer Security]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Authorized
  Signatory)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 






*Delete if inappropriate


 


2

















 


EXHIBIT A-2


 


[Form of
Certificate of Status as a


Foreign Branch of
a United States Financial Institution]


 


Certificate


 


CROCS, INC.


 


[Insert title or
sufficient description of


Debt Securities to
be delivered]


 


Reference is hereby made
to the Indenture dated as of
                                          
(the “Indenture”), between Crocs, Inc. and Wells Fargo Bank, National
Association, relating
to the offering of the above-captioned Debt Securities (the “Debt Securities”).  Unless herein defined, terms used herein have
the same meaning as given to them in the Indenture.


 


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


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
  [To be dated on or
  after

  	
   

  	
   

  
	
                  
  (the 

  	
   

  	
   

  
	
  date determined as
  provided 

  	
   

  	
   

  
	
  in the Indenture)]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Name of Person
  Entitled to Receive Bearer Security]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Authorized
  Signatory)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 

















 


EXHIBIT B


 


[Form of
Certificate to be Given by Euroclear and Clearstream Banking, S.A.


in Connection with
the Exchange of All or a Portion of a


Temporary Global
Security or to Obtain


Interest Prior to
Exchange]


 


Certificate


 


CROCS, INC.


 


[Insert title or
sufficient description of Debt Securities


to be delivered]


 


We refer to that portion,
          , of the Global
Security representing the above-captioned issue [which is herewith submitted to
be exchanged for definitive Debt Securities]* [for which we are seeking to
obtain payment of interest]* (the “Submitted Portion”).  This is to certify, pursuant to the Indenture
dated as of
                                           
(the “Indenture”) between Crocs, Inc. and Wells Fargo Bank, National
Association (the “Trustee”),
that we have received in writing, by tested telex or by electronic transmission
from member organizations with respect to each of the persons appearing in our
records as being entitled to a beneficial interest in the Submitted Portion a
Certificate of Beneficial Ownership by a Non-United States Person or by Certain
Other Persons [and, in some cases, a Certificate of Status as a Foreign Branch
of a United States Financial Institution, authorizing us to inform the issuer
or the issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the Internal Revenue Code of 1986 and the regulations
thereunder]* substantially in the form of Exhibit A-1 [and A-2]* to the
Indenture.


 


We hereby request that
you deliver to the office of
                          
in                           
definitive Bearer Securities in the denominations on the attached Schedule A.


 


We further certify that
as of the date hereof we have not received any notification from any of the
persons giving such certificates to the effect that the statements made by them
with respect to any part of the Submitted Portion are no longer true and cannot
be relied on as of the date hereof.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [EUROCLEAR SA/NV, as
  Operator of the Euroclear System] [Clearstream Banking, S.A.]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  



 






*Delete if inappropriate.