Exhibit 4(b)


 





 


Aon Corporation


 


and


 


THE BANK OF NEW YORK MELLON TRUST COMPANY,

NATIONAL ASSOCIATION,


Trustee


 


INDENTURE


 


	
  Dated
  as of 

  	
   

  



 


Debt Securities


 




 





1

















 


CROSS-REFERENCE SHEET*




BETWEEN


 


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


 


	
  310

  	
  (a) (1) and (2)

  	
  7.09

  
	
  310

  	
  (a) (3) and (4)

  	
  Not applicable

  
	
  310

  	
  (b)

  	
  7.8 and 7.10 (b)

  
	
  310

  	
  (c)

  	
  Not applicable

  
	
  311

  	
  (a) and (b)

  	
  7.13

  
	
  311

  	
  (c)

  	
  Not applicable

  
	
  312

  	
  (a)

  	
  5.01 and 5.02 (a)

  
	
  312

  	
  (b) and (c)

  	
  5.02 (b) and (c)

  
	
  313

  	
  (a)

  	
  5.04 (a)

  
	
  313

  	
  (b) (1)

  	
  Not applicable

  
	
  313

  	
  (b) (2)

  	
  5.04 (b)

  
	
  313

  	
  (c)

  	
  5.04 (c)

  
	
  313

  	
  (d)

  	
  5.04 (d)

  
	
  314

  	
  (a)

  	
  5.03

  
	
  314

  	
  (b)

  	
  Not applicable

  
	
  314

  	
  (c) (1) and (2)

  	
  16.04

  
	
  314

  	
  (c) (3)

  	
  Not applicable

  
	
  314

  	
  (d)

  	
  Not applicable

  
	
  314

  	
  (e)

  	
  16.04

  
	
  314

  	
  (f)

  	
  Not applicable

  
	
  315

  	
  (a), (c) and (d)

  	
  7.01

  
	
  315

  	
  (b)

  	
  6.07

  
	
  315

  	
  (e)

  	
  6.08

  
	
  316

  	
  (a) (1)

  	
  6.01 and 6.06

  
	
  316

  	
  (a) (2)

  	
  Omitted

  
	
  316

  	
  (a) last sentence

  	
  8.04

  
	
  316

  	
  (b)

  	
  6.04

  
	
  317

  	
  (a)

  	
  6.02

  
	
  317

  	
  (b)

  	
  4.03 (a)

  
	
  318

  	
  (a)

  	
  16.06

  



 






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


 


i

















 


TABLE OF CONTENTS


 


	
  ARTICLE ONE

  	
   

  
	
  DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  Section 1.01.  Definitions

  	
  1

  
	
  ADDITIONAL AMOUNTS

  	
  1

  
	
  AUTHORIZED NEWSPAPER

  	
  2

  
	
  BOARD OF DIRECTORS

  	
  2

  
	
  BOARD RESOLUTION

  	
  2

  
	
  BUSINESS DAY

  	
  2

  
	
  CLOSING PRICE

  	
  2

  
	
  COMMON DEPOSITARY

  	
  2

  
	
  COMMON STOCK

  	
  3

  
	
  COMPANY

  	
  3

  
	
  COMPANY ORDER

  	
  3

  
	
  CONVERSION AGENT

  	
  3

  
	
  CONVERSION PRICE

  	
  3

  
	
  CORPORATE TRUST OFFICE

  	
  3

  
	
  COUPON

  	
  4

  
	
  COUPON SECURITY

  	
  4

  
	
  COVENANT DEFEASANCE

  	
  4

  
	
  CURRENT MARKET PRICE

  	
  4

  
	
  DEFEASANCE

  	
  4

  
	
  EVENT OF DEFAULT

  	
  4

  
	
  EXCHANGE ACT

  	
  4

  
	
  GOVERNMENT OBLIGATION

  	
  4

  
	
  HOLDER

  	
  5

  
	
  INDENTURE

  	
  5

  
	
  INTEREST

  	
  5

  
	
  INTEREST PAYMENT DATE

  	
  5

  
	
  NYSE

  	
  5

  
	
  OFFICERS’ CERTIFICATE

  	
  5

  
	
  OPINION OF COUNSEL

  	
  5

  
	
  ORIGINAL ISSUE DISCOUNT
  SECURITIES

  	
  5

  
	
  OUTSTANDING

  	
  6

  
	
  PERSON

  	
  6

  
	
  PLACE OF PAYMENT

  	
  6

  
	
  REGISTERED SECURITY

  	
  6

  
	
  REGULAR RECORD DATE

  	
  7

  
	
  RESPONSIBLE OFFICER

  	
  7

  
	
  SECURITY REGISTER AND SECURITY
  REGISTRAR

  	
  7

  
	
  TRADING DAY

  	
  7

  
	
  TRUST INDENTURE ACT OF 1939

  	
  7

  
	
  UNITED STATES

  	
  7

  
	
  UNREGISTERED SECURITY

  	
  7

  
	
  U.S. DEPOSITARY

  	
  8

  
	
  U.S. DOLLAR

  	
  8

  
	
  U.S. PERSON

  	
  8

  



 


ii

















 


	
  ARTICLE TWO

  	
   

  
	
  ISSUE, EXECUTION, REGISTRATION
  AND EXCHANGE OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  Section 2.01.  Amount Unlimited;
  Issuable in Series

  	
  8

  
	
  Section 2.02.  Form of Trustee’s
  Certificate of Authentication

  	
  10

  
	
  Section 2.03.  Form, Execution,
  Authentication, Delivery and Dating of Securities

  	
  11

  
	
  Section 2.04.  Denominations; Record
  Date

  	
  12

  
	
  Section 2.05.  Exchange and
  Registration of Transfer of Securities

  	
  13

  
	
  Section 2.06.  Temporary Securities

  	
  15

  
	
  Section 2.07.  Mutilated, Destroyed,
  Lost or Stolen Securities

  	
  16

  
	
  Section 2.08.  Securities in Global
  Form

  	
  17

  
	
  Section 2.09.  Cancellation

  	
  18

  
	
  Section 2.10.  Computation of
  Interest

  	
  18

  
	
  Section 2.11.  CUSIP Numbers

  	
  18

  
	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  
	
  REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  Section 3.01.  Redemption of
  Securities; Applicability of Article

  	
  18

  
	
  Section 3.02.  Notice of Redemption;
  Selection of Securities

  	
  18

  
	
  Section 3.03.  Payment of Securities
  Called for Redemption

  	
  20

  
	
   

  	
   

  
	
  ARTICLE FOUR

  	
   

  
	
  PARTICULAR COVENANTS OF THE
  COMPANY

  	
   

  
	
   

  	
   

  
	
  Section 4.01.  Payment of Principal,
  Premium, Interest and Additional Amounts

  	
  20

  
	
  Section 4.02.  Offices for Notices
  and Payments, etc.

  	
  21

  
	
  Section 4.03.  Provisions as to
  Paying Agent

  	
  22

  
	
  Section 4.04.  Statement by Officers
  as to Default

  	
  23

  
	
   

  	
   

  
	
  ARTICLE FIVE

  	
   

  
	
  SECURITYHOLDER LISTS AND REPORTS
  BY THE COMPANY AND THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 5.01.  Securityholder Lists

  	
  23

  
	
  Section 5.02.  Preservation and
  Disclosure of Lists

  	
  23

  
	
  Section 5.03.  Reports by the Company

  	
  24

  
	
  Section 5.04.  Reports by the Trustee

  	
  25

  
	
   

  	
   

  
	
  ARTICLE SIX

  	
   

  
	
  REMEDIES ON DEFAULT

  	
   

  
	
   

  	
   

  
	
  Section 6.01.  Events of Default

  	
  26

  
	
  Section 6.02.  Payment of Securities
  on Default; Suit Therefor

  	
  27

  
	
  Section 6.03.  Application of Moneys
  Collected by Trustee

  	
  29

  
	
  Section 6.04.  Proceedings by
  Securityholders

  	
  30

  
	
  Section 6.05.  Remedies Cumulative
  and Continuing

  	
  31

  
	
  Section 6.06.  Direction of
  Proceedings

  	
  31

  
	
  Section 6.07.  Notice of Defaults

  	
  31

  



 


iii

















 


	
  Section 6.08.  Undertaking to Pay
  Costs

  	
  32

  
	
  Section 6.09.  Waiver of Past
  Defaults

  	
  32

  
	
   

  	
   

  
	
  ARTICLE SEVEN

  	
   

  
	
  CONCERNING THE TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 7.01.  Duties and
  Responsibilities of Trustee

  	
  32

  
	
  Section 7.02.  Reliance
  on Documents, Opinions, etc.

  	
  33

  
	
  Section 7.03.  No Responsibility for
  Recitals, etc.

  	
  35

  
	
  Section 7.04.  Ownership of
  Securities or Coupons

  	
  35

  
	
  Section 7.05.  Moneys to Be Held in
  Trust

  	
  35

  
	
  Section 7.06.  Compensation and
  Expenses of Trustee

  	
  35

  
	
  Section 7.07.  Officers’ Certificate
  as Evidence

  	
  36

  
	
  Section 7.08.  Conflicting Interest
  of Trustee

  	
  36

  
	
  Section 7.09.  Eligibility of Trustee

  	
  36

  
	
  Section 7.10.  Resignation or Removal
  of Trustee

  	
  36

  
	
  Section 7.11.  Acceptance by
  Successor Trustee

  	
  38

  
	
  Section 7.12.  Successor by Merger,
  etc.

  	
  39

  
	
  Section 7.13.  Limitations on Rights
  of Trustee as Creditor

  	
  39

  
	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  
	
  CONCERNING THE SECURITYHOLDERS

  	
   

  
	
   

  	
   

  
	
  Section 8.01.  Action by
  Securityholders

  	
  39

  
	
  Section 8.02.  Proof of Execution by
  Securityholders

  	
  40

  
	
  Section 8.03.  Who Are Deemed
  Absolute Owners

  	
  40

  
	
  Section 8.04.  Company-Owned
  Securities Disregarded

  	
  41

  
	
  Section 8.05.  Revocation of
  consents; Future Securityholders Bound

  	
  41

  
	
   

  	
   

  
	
  ARTICLE NINE

  	
   

  
	
  SECURITYHOLDERS’ MEETINGS

  	
   

  
	
   

  	
   

  
	
  Section 9.01.  Purposes of Meetings

  	
  41

  
	
  Section 9.02.  Call of Meetings by
  Trustee

  	
  42

  
	
  Section 9.03.  Call of Meetings by
  Company or Securityholders

  	
  42

  
	
  Section 9.04.  Qualification for
  Voting

  	
  42

  
	
  Section 9.05.  Regulations

  	
  43

  
	
  Section 9.06.  Voting

  	
  43

  
	
   

  	
   

  
	
  ARTICLE TEN

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
  Section 10.01.  Supplemental
  Indentures without Consent of Securityholders

  	
  44

  
	
  Section 10.02.  Supplemental
  Indentures with Consent of Securityholders

  	
  45

  
	
  Section 10.03.  Compliance with Trust
  Indenture Act; Effect of Supplemental Indentures

  	
  46

  
	
  Section 10.04.  Notation on
  Securities

  	
  47

  



 


iv

















 


	
  ARTICLE ELEVEN

  	
   

  
	
  CONSOLIDATION, MERGER,
  CONVEYANCE, TRANSFER OR LEASE

  	
   

  
	
   

  	
   

  
	
  Section 11.01.  Company
  May Consolidate, etc., Only on Certain Terms

  	
  47

  
	
  Section 11.02.  Successor Corporation
  Substituted

  	
  48

  
	
   

  	
   

  
	
  ARTICLE TWELVE

  	
   

  
	
  SATISFACTION AND DISCHARGE OF
  INDENTURE; UNCLAIMED MONEYS

  	
   

  
	
   

  	
   

  
	
  Section 12.01.  Discharge of
  Indenture

  	
  48

  
	
  Section 12.02.  Deposited Moneys to
  Be Held in Trust by Trustee

  	
  49

  
	
  Section 12.03.  Paying Agent to Repay
  Moneys Held

  	
  49

  
	
  Section 12.04.  Return of Unclaimed
  Moneys

  	
  49

  
	
   

  	
   

  
	
  ARTICLE THIRTEEN

  	
   

  
	
  DEFEASANCE AND COVENANT
  DEFEASANCE

  	
   

  
	
   

  	
   

  
	
  Section 13.01.  Applicability of
  Article; Company’s Option to Effect Defeasance or Covenant Defeasance

  	
  50

  
	
  Section 13.02.  Defeasance and
  Discharge

  	
  50

  
	
  Section 13.03.  Covenant Defeasance

  	
  50

  
	
  Section 13.04.  Conditions to
  Defeasance or Covenant Defeasance

  	
  51

  
	
  Section 13.05.  Deposited Money and
  Government Obligations to be Held in Trust; Other Miscellaneous Provisions

  	
  52

  
	
   

  	
   

  
	
  ARTICLE FOURTEEN

  	
   

  
	
  CONVERSION

  	
   

  
	
   

  	
   

  
	
  Section 14.01.  Conversion Privilege

  	
  53

  
	
  Section 14.02.  Conversion Procedure;
  Conversion Price; Fractional Shares

  	
  53

  
	
  Section 14.03.  Adjustment of
  Conversion Price for Common Stock

  	
  54

  
	
  Section 14.04.  Consolidation or
  Merger of the Company

  	
  57

  
	
  Section 14.05.  Notice of Adjustment

  	
  58

  
	
  Section 14.06.  Notice in Certain
  Events

  	
  58

  
	
  Section 14.07.  Company to Reserve
  Stock; Registration; Listing

  	
  58

  
	
  Section 14.08.  Taxes on Conversion

  	
  59

  
	
  Section 14.09.  Conversion After
  Record Date

  	
  59

  
	
  Section 14.10.  Corporate Action
  Regarding Par Value of Common Stock

  	
  60

  
	
  Section 14.11.  Company Determination
  Final

  	
  60

  
	
  Section 14.12.  Trustee’s Disclaimer

  	
  60

  
	
   

  	
   

  
	
  ARTICLE FIFTEEN

  	
   

  
	
  IMMUNITY OF INCORPORATORS,
  STOCKHOLDERS, OFFICERS AND DIRECTORS

  	
   

  
	
   

  	
   

  
	
  Section 15.01.  Indenture and
  Securities Solely Corporate Obligations

  	
  60

  



 


v

















 


	
  ARTICLE SIXTEEN

  	
   

  
	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  
	
  Section 16.01.  Benefits of Indenture
  Restricted to Parties and Securityholders

  	
  60

  
	
  Section 16.02.  Provisions Binding on
  Company’s Successors

  	
  60

  
	
  Section 16.03.  Addresses for
  Notices, etc.

  	
  61

  
	
  Section 16.04.  Evidence of
  Compliance with Conditions Precedent

  	
  61

  
	
  Section 16.05.  Legal Holidays

  	
  61

  
	
  Section 16.06.  Trust Indenture Act
  to Control

  	
  61

  
	
  Section 16.07.  Execution in
  Counterparts

  	
  61

  
	
  Section 16.08.  New York Contract

  	
  62

  
	
  Section 16.09.  Waiver of Jury Trial

  	
  62

  
	
  Section 16.10.  Force Majeure

  	
  62

  



 


vi

















 


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


 


WITNESSETH:


 


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


 


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


 


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


 


ARTICLE ONE

DEFINITIONS


 


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


 


ADDITIONAL AMOUNTS


 


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


 


1

















 


AUTHORIZED NEWSPAPER


 


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


 


BOARD OF DIRECTORS


 


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


 


BOARD RESOLUTION


 


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


 


BUSINESS DAY


 


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


 


CLOSING PRICE


 


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


 


COMMON DEPOSITARY


 


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


 


2
















 


COMMON STOCK


 


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


 


COMPANY


 


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


 


COMPANY ORDER


 


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


 


CONVERSION AGENT


 


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


 


CONVERSION PRICE


 


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


 


CORPORATE TRUST OFFICE


 


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


 


3

















 


Trustee (or such other address as such
successor Trustee may designate from time to time by notice to the Holders and
the Company).


 


COUPON


 


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


 


COUPON SECURITY


 


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


 


COVENANT DEFEASANCE


 


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


 


CURRENT MARKET PRICE


 


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


 


DEFEASANCE


 


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


 


EVENT OF DEFAULT


 


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


 


EXCHANGE ACT


 


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


 


GOVERNMENT OBLIGATION


 


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


 


4

















 


HOLDER


 


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


 


INDENTURE


 


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


 


INTEREST


 


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


 


INTEREST PAYMENT DATE


 


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


 


NYSE


 


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


 


OFFICERS’ CERTIFICATE


 


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


 


OPINION OF COUNSEL


 


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


 


ORIGINAL ISSUE DISCOUNT SECURITIES


 


The term “Original Issue Discount Securities” shall mean any Securities
which are initially sold at a discount from the principal amount thereof and
which provide upon Event of Default for declaration of an amount less than the
principal amount thereof to be due and payable upon acceleration thereof.


 


5

















 


OUTSTANDING


 


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


 


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


 


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


 


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


 


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


 


PERSON


 


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


 


PLACE OF PAYMENT


 


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


 


REGISTERED SECURITY


 


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


 


6

















 


REGULAR RECORD DATE


 


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


 


RESPONSIBLE OFFICER


 


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


 


SECURITY REGISTER AND SECURITY REGISTRAR


 


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


 


TRADING DAY


 


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


 


TRUST INDENTURE ACT OF 1939


 


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


 


UNITED STATES


 


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


 


UNREGISTERED SECURITY


 


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


 


7

















 


U.S. 
DEPOSITARY


 


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


 


U.S.  DOLLAR


 


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


 


U.S.  PERSON


 


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


 


ARTICLE TWO

ISSUE, EXECUTION, REGISTRATION AND

EXCHANGE OF SECURITIES


 


Section 2.01.                         Amount Unlimited; Issuable
in Series.  The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.


 


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


 


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


 


(2)                                  any limit upon
the aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 2.05,
2.06, 2.07, 3.02 or 10.04);


 


(3)                                  whether any
Securities of the series are to be issuable in permanent global form with or
without coupons and, if so, (a) whether beneficial owners of interests in
any such permanent global Security may exchange such interests for Securities
of such series and of like tenor of any authorized form and denomination and
the circumstances under 


 


8

















 


which any such exchanges may
occur, if other than in the manner provided in Section 2.05, and (b) the
name of the Common Depositary or the U.S. 
Depositary, as the case may be, with respect to any global Security;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(12)                            if other than
Registered Securities:  whether the
Securities of the series will be issuable as Registered Securities or
Unregistered Securities (with or without coupons), or both; any restrictions
applicable to the offer, sale or delivery of Unregistered Securities; if other
than as provided for in Section 2.05, the terms upon which 


 


9

















 


Unregistered Securities of
the series may be exchanged for Registered Securities of such series and vice
versa; if other than as provided for in Section 2.05 and Section 2.06,
the terms upon which Unregistered Securities shall be issued in definitive
form; and, if other than as provided for in Section 4.02, the
circumstances, if any, under which payment on any Unregistered Security or
coupon will be made upon presentation of such Unregistered Security or coupon
at an agency of the Company outside the United States or by transfer to an
account in, or by mail to an address in, the United States;


 


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


 


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


 


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


 


All Securities of any one series shall be substantially identical
except (i) as to denomination and (ii) that Securities of any series
may be issuable as either Registered Securities or Unregistered Securities and (iii) as
may otherwise be provided in or pursuant to such Board Resolution and set forth
in such Officers’ Certificate or in any such indenture supplemental hereto.


 


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


 


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


 


[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]


 


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


 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
						



 


10

















 


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


 


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


 


Each Security and coupon bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of such Security,
or the Security to which such coupon appertains.  At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company and, in the case of Coupon Securities,
having attached thereto appropriate coupons, to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Securities and the Trustee in accordance with such Company Order shall
authenticate and deliver such Securities. 
If the form or terms of the Securities or coupons of the series have
been established in or pursuant to one or more Board Resolutions as permitted
by this Section and Section 2.01, in authenticating such Securities,
and accepting the additional responsibilities under this Indenture in relation
to such Securities, the Trustee shall be given, and (subject to Section 7.01)
shall be fully protected in relying upon, an Officers’ Certificate pursuant to
Section 16.04 and an Opinion of Counsel stating:


 


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


 


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


 


11

















 


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


 


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


 


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


 


Every Security shall be dated the date of its authentication.


 


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


 


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


 


The term “record date” as used with respect to an Interest Payment Date
(except a date for payment of defaulted interest) shall mean such day or days
as shall be specified in the terms of the Registered Securities of any
particular series as contemplated by Section 2.01; provided, however, that
in the absence of any such provisions with respect to any series, such term
shall mean (a) the last day of the calendar month next preceding such
Interest Payment Date if such Interest Payment Date is the fifteenth day of a
calendar month; or (b) the fifteenth day of a calendar month next
preceding such Interest Payment Date if such Interest Payment Date is the first
day of the calendar month; provided, further, that if the day which would be
the record date as provided herein shall be a day on which banking institutions
in the City of Chicago or the City of New York are authorized by law or
required by executive order to close, then it shall mean the next preceding day
which shall not be a day on which such institutions are so authorized or
required to close.


 


12
















 


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


 


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


 


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


 


The Company (or its
designated agent (the “Security Registrar”)) shall keep, at such office or
agency, a Security Register (the “Security Register”) in which, subject to such 


 


13

















 


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


 


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


 


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


 


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


 


14

















 


opening of business at such
office or agency on the relevant Interest Payment Date, such interest will not
be payable on such Interest Payment Date in respect of such Security in the
form specified for such series, but will be payable on such Interest Payment
Date only to the Person to whom interest in respect of such portion of such
permanent global Security is payable in accordance with the provisions of this
Indenture.


 


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


 


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


 


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


 


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


 


Section 2.06.                         Temporary Securities.  Pending the preparation of definitive
Securities of any series, the Company may execute and upon Company Order the
Trustee shall authenticate and deliver temporary Securities of such series
(printed, lithographed, typewritten or otherwise produced).  Temporary Securities of any series shall be
issuable in any authorized denominations, and in the form approved from time to
time by or pursuant to a Board Resolution but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may be
determined by the officers executing such temporary Securities, such
determination to be evidenced by such execution.  Every temporary Security shall be executed by
the Company and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities.  Except in the case of
temporary Securities in global form (which, except as otherwise provided
pursuant to Section 2.01, shall be exchanged in accordance with the
provisions of Section 2.05), without unnecessary delay the Company shall
execute and shall furnish definitive Securities of such series evidenced by the
temporary Securities and thereupon any or all temporary Registered Securities
of such series may be surrendered in exchange therefor without charge at the
office or agency to be designated and maintained by the Company for such
purpose in the City of Chicago or the Borough of Manhattan, The City of New
York, in accordance with the provisions of 


 


15

















 


Section 4.02 and in the case of
Unregistered Securities at any agency maintained by the Company for such
purpose as specified pursuant to Section 2.01, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities of the same series and
stated maturity of authorized denominations and in the case of such Securities
that are Coupon Securities, having attached thereto the appropriate
coupons.  Until so exchanged the
temporary Securities of any series shall be entitled to the same benefits under
this Indenture as definitive Securities of such series.  The provisions of this Section 2.06 are
subject to any restrictions or limitations on the issue and delivery of
temporary Unregistered Securities of any series that may be established
pursuant to Section 2.01.


 


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


 


Section 2.07.                         Mutilated, Destroyed, Lost
or Stolen Securities.  In case any temporary or definitive Security
of any series or, in the case of a Coupon Security, any coupon appertaining
thereto, shall become mutilated or be destroyed, lost or stolen, the Company in
the case of a mutilated Security or coupon shall, and in the case of a lost,
stolen or destroyed Security or coupon may, in its discretion, execute, and upon
Company Order the Trustee shall authenticate and deliver, a new Security of the
same series and stated maturity as the mutilated, destroyed, lost or stolen
Security or, in the case of a Coupon Security, a new Coupon Security of the
same series as the mutilated, destroyed, lost or stolen Coupon Security or, in
the case of a coupon, a new Coupon Security of the same series as the Coupon
Security to which such mutilated, destroyed, lost or stolen coupon appertains,
bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for
the Security so destroyed, lost or stolen or in exchange for the Coupon
Security to which such mutilated, destroyed, lost or stolen coupon appertains, with
all appurtenant coupons not destroyed, lost or stolen.  In every case the applicant for a substituted
Security or coupon shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Security or coupon, as the case may be, and
of the ownership thereof.  The Trustee
may authenticate any such substituted Security and deliver the same upon the
written request or authorization of any officer of the Company.  Upon the issuance of any substituted Security
or coupon, the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and
any other expenses connected therewith and in addition a further sum not
exceeding ten dollars for each Security so issued in substitution.  In case any Security or coupon which has
matured or is about to mature shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substituted Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security or coupon) if the applicant for such payment shall
furnish the Company and the Trustee with such security or indemnity as they may
require to save each of them harmless and, in case of destruction, loss or 


 


16

















 


theft, evidence to the satisfaction of the
Company of the destruction, loss or theft of such Security or coupon and of the
ownership thereof.


 


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


 


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


 


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


 


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


 


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


 


17

















 


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


 


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


 


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


 


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


 


ARTICLE
THREE

REDEMPTION OF SECURITIES


 


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


 


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


 


Section 3.02.                         Notice of Redemption;
Selection of Securities.  In case the Company shall desire to exercise
the right to redeem all, or, as the case may be, any part of a series of
Securities pursuant to the terms and provisions applicable to such series, it
shall fix a date for redemption and shall mail a notice of such redemption at
least thirty and not more than sixty days prior to the date fixed for
redemption to the Holders of the Securities and, in the case of Securities in
global form, to the Common Depositary or the U.S.  Depositary, as the case may 


 


18

















 


be, of such series which are Registered
Securities to be redeemed as a whole or in part at their last addresses as the
same appear on the Security Register. 
Such mailing shall be by prepaid first class mail.  Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder shall have received such notice.  In any case, failure to give notice by mail,
or any defect in the notice to the Holder of any Security of a series
designated for redemption as a whole or in part shall not affect the validity
of the proceedings for the redemption of any other Security of such series.


 


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


 


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


 


Prior to the redemption date
specified in the notice of redemption given as provided in this Section, the
Company will deposit in trust with the Trustee or with one or more paying
agents (or, if the Company is acting as its own paying agent, segregate and
hold in trust as provided in Section 4.03) an amount of money sufficient
to redeem on the redemption date all the Securities or portions of Securities
so called for redemption at the appropriate redemption price, together with
accrued interest, if any, to the date fixed for redemption.  The Company will give the Trustee notice of
each redemption at least forty-five days prior to the date fixed for redemption
(unless a shorter notice is acceptable to the Trustee) as to the aggregate
principal amount of Securities to be redeemed.


 


19
















 


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


 


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


 


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


 


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


 


ARTICLE FOUR

PARTICULAR COVENANTS OF THE COMPANY


 


Section 4.01.                         Payment of Principal,
Premium, Interest and Additional Amounts.  The Company will duly and punctually pay or
cause to be paid the principal of (and premium, if any), interest, if any, and
Additional Amounts, if any, on each of the Securities at the place, at the
respective times and in the manner provided in the terms of the Securities and
in this Indenture.  The interest on
Coupon Securities (together with any Additional Amounts) shall be 


 


20

















 


payable only upon presentation and surrender of the several coupons for
such interest installments as are evidenced thereby as they severally
mature.  The interest, if any, on any
temporary bearer Securities (together with any Additional Amounts) shall be
paid, as to the installments of interest evidenced by coupons attached thereto,
if any, only upon presentation and surrender thereof, and, as to the other
installments of interest, if any, only upon presentation of such Securities for
notation thereon of the payment of such interest.  The interest on Registered Securities
(together with any Additional Amounts) shall be payable only to or upon the
written order of the Holders thereof and at the option of the Company may be
paid by wire transfer, other electronic means or mailing checks for such
interest payable to or upon the order of such Holders at their last addresses
as they appear on the Security Register for such Securities.


 


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


 


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


 


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


 


21

















 


purposes. 
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)                                  Whenever the Company shall
have one or more paying agents for any series of Securities, it will, prior to
each due date of the principal of (and premium, if any) , interest, if any, or
Additional Amounts, if any, on any Securities of that series, deposit with a
paying agent a sum sufficient to pay such principal (and premium, if any), or
interest, if any, or Additional Amounts, if any, so becoming due, such sum to
be held in trust for the benefit of the Persons entitled to such principal,
premium or interest, and (unless such paying agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.


 


(d)                                 Anything in this Section to
the contrary notwithstanding, the Company may, at any time, for the purpose of
obtaining a satisfaction and discharge with respect to one or more or all
series of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee 


 


22

















 


all sums held in trust by it or any paying agent hereunder as required
by this Section, such sums to be held by the Trustee upon the trusts herein
contained.


 


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


 


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


 


ARTICLE FIVE

SECURITYHOLDER LISTS AND REPORTS BY THE 

COMPANY AND THE TRUSTEE


 


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


 


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


 


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


 


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


 


(b)                                 In case three or more
Holders of Securities (hereinafter referred to as “applicants”) apply in
writing to the Trustee and furnish to the Trustee reasonable proof that each
such applicant has owned a Security of such series for a period of at least six
months preceding the date of such application, and such application states that
the applicants’ desire to communicate with other Holders of Securities of a
particular series (in which case the applicants must hold Securities of such
series) or with Holders of all Securities with respect to their rights under
this Indenture or under such Securities and it is accompanied by a copy of the
form of proxy or other communication which such applicants propose to transmit,
then the Trustee shall, within five Business Days after the receipt of such
application, at its election, either


 


23

















 


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


 


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


 


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


 


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


 


Section 5.03.                         Reports by the Company.  The Company covenants:


 


(a)                                  to file with
the Trustee within fifteen days after the Company files the same with the
Securities and Exchange Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as said Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with said
Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934; or, if the Company is not 


 


24

















 


required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and said Commission, in accordance with rules and
regulations prescribed from time to time by said Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934 in
respect of a security listed and registered on a national securities exchange
as may be prescribed from time to time in such rules and regulations;


 


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


 


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


 


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


 


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


 


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


 


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


 


25

















 


ARTICLE SIX

REMEDIES ON DEFAULT


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


then in each and every such case, unless the principal amount of all
the Securities of such series shall have already become due and payable, either
the Trustee or the Holders of not less than twenty-five percent in aggregate
principal amount of the Securities of such series then Outstanding, by notice
in writing to the Company (and to the Trustee if given by Holders of such
Securities) may declare the principal amount of all the Securities (or, with
respect to Original Issue Discount Securities, such lesser amount as may be
specified in the terms of such Securities) 


 


26

















 


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


 


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


 


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


 


27

















 


interest upon the overdue principal (and premium, if any) and (to the
extent that payment of such interest is enforceable under applicable law) upon
overdue installments of interest, if any, and Additional Amounts, if any, at
the same rate as the rate of interest specified in the Securities of such
series (or, with respect to Original Issue Discount Securities, at the rate
specified in the terms of such Securities for interest on overdue principal
thereof upon maturity, redemption or acceleration); and, in addition thereto,
such further amount as shall be sufficient to cover reasonable compensation to
the Trustee, its agents, attorneys and counsel, and all other reasonable
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of its negligence or willful misconduct.


 


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


 


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


 


28

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


29

















 


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


 


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


 


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


 


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


 


30
















 


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


 


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


 


Section 6.07.                         Notice of Defaults.  The Trustee shall, within ninety days after
the occurrence of a default with respect to the Securities of any series, give
notice of all defaults with respect to that series known to the Trustee (i) if
any Unregistered Securities of that series are then Outstanding, to the Holders
thereof, by publication at least once in an Authorized Newspaper in the Borough
of Manhattan, The City of New York, (ii) if any Unregistered Securities of
that series are then Outstanding, to all Holders thereof who have filed their
names and addresses with the Trustee as described in Section 5.04 by
mailing such notice to such Holders at such addresses and (iii) to all
Holders of then Outstanding Registered Securities of that series, by mailing
such notice to such Holders at their addresses as they shall appear on the
Security Register, unless in each case such defaults shall have been cured
before the mailing or publication of such notice (the term “defaults” for the
purpose of this Section being hereby defined to be the events specified in
Sections 6.01(a), (b), (c), (d) and (e) and any additional events
specified in the terms of any series of Securities pursuant to Section 2.01,
not including periods of grace, if any, provided for therein, and irrespective
of the giving of written notice specified in Section 6.0l(c) or in
the terms of any Securities established pursuant to Section 2.01); and
provided that, except in the case of default in the payment of the principal of
or interest, if any, premium or Additional Amounts, if any, on any of the
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Holders of the Securities of such series.


 


31

















 


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


 


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


 


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


 


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


 


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


 


ARTICLE SEVEN

CONCERNING THE TRUSTEE


 


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


 


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


 


32

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 7.02.                         Reliance
on Documents, Opinions, etc.  Subject to the provisions of
Section 7.01:


 


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


 


(b)                                 any request,
direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an instrument signed in the name of the Company by
the Chairman of the Board of Directors or any Vice Chairman of the Board of
Directors 


 


33

















 


or
the President or any Executive Vice President or any Vice President or the
Treasurer and by the Secretary or any Assistant Secretary or, if the other
signatory is other than the Treasurer, any Assistant Treasurer (unless other
evidence in respect thereof be herein specifically prescribed); and any Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
Secretary or any Assistant Secretary of the Company;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(j)                                     the rights,
privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and 


 


34

















 


shall
be enforceable by, the Trustee in each of its capacities hereunder, and each
agent, custodian and other Person employed to act hereunder; and


 


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


 


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


 


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


 


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


 


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


 


35

















 


held or collected by the Trustee as such,
except funds held in trust for the benefit of the Holders of particular
Securities or coupons.


 


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


 


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


 


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


 


Section 7.08.                         Conflicting Interest of
Trustee.


 


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


 


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


 


Section 7.09.                         Eligibility of Trustee.  There shall at all times be a trustee
hereunder which shall be a corporation organized and doing business under the
laws of the United States or of any State or Territory thereof or of the
District of Columbia, which (a) is authorized under such laws to exercise
corporate trust powers, and (b) is subject to supervision or examination
by Federal, State, Territorial or District of Columbia authority and (c) shall
have at all times a combined capital and surplus of not less than fifty million
dollars.  If such corporation publishes
reports of condition at least annually, pursuant to law, or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation at any time
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. 
In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Trustee shall resign immediately in
the manner and with the effect specified in Section 7.10.


 


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


 


36

















 


any time resign with respect to one or more
or all series by giving written notice of resignation to the Company, and (i) if
any Unregistered Securities of a series affected are then outstanding, by
giving notice of such resignation to the Holders thereof, by publication at
least once in an Authorized Newspaper in the Borough of Manhattan, The City of
New York, (ii) if any Unregistered Securities of a series affected are
then outstanding, by mailing notice of such resignation to the Holders thereof
who have filed their names and addresses with the Trustee as described in Section 5.04
at such addresses as were so furnished to the Trustee and (iii) by mailing
notice of such resignation to the Holders of then outstanding Registered
Securities of each series affected at their addresses as they shall appear on
the Security Register.  Upon receiving
such notice of resignation the Company shall promptly appoint a successor
trustee with respect to the applicable series by written instrument, in
duplicate, executed by order of the Board of Directors of the Company, one copy
of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee.  If no successor
trustee shall have been so appointed and have accepted appointment within
thirty days after the mailing of such notice of resignation to the
Securityholders, the resigning Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 6.08, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor
trustee.  Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.


 


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


 


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


 


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


 


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


 


then, in any such case, the Company may remove the
Trustee with respect to the applicable series of Securities and appoint a
successor trustee with respect to such series by written instrument, in
duplicate, executed by order of the Board of Directors of the Company, one copy
of which instrument shall be delivered to the Trustee so removed and one copy
to the successor trustee, or, subject to the provisions of Section 6.08,
any Securityholder of such series who has been a bona fide Holder of a Security
or Securities of the applicable series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee with 


 


37

















 


respect to such series.  Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.


 


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


 


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


 


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


 


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


 


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


 


Upon acceptance of appointment by a successor
trustee as provided in this Section, the Company shall give notice of the
succession of such trustee hereunder (a) if any 


 


38

















 


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


 


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


 


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


 


ARTICLE EIGHT

CONCERNING THE SECURITYHOLDERS


 


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


 


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


 


39

















 


Default pursuant to the
terms of such Original Issue Discount Security at the time the taking of such
action is evidenced to the Trustee.


 


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


 


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


 


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


 


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


 


40

















 


agent, any transfer agent and any Security
Registrar may, subject to Section 2.04 hereof, treat the person in whose name
a Registered Security shall be registered upon the Security Register as the
absolute owner of such Registered Security (whether or not such Registered
Security shall be overdue) for the purpose of receiving payment thereof or on
account thereof and for all other purposes and neither the Company, the
Trustee, any paying agent, any transfer agent nor any Security Registrar shall
be affected by any notice to the contrary.


 


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


 


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


 


ARTICLE NINE

SECURITYHOLDERS’ MEETINGS


 


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


 


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


 


41
















 


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


 


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


 


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


 


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


 


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


 


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


 


42

















 


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


 


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


 


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


 


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


 


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


 


43

















 


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


 


ARTICLE TEN

SUPPLEMENTAL INDENTURES


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


44

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


45

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE ELEVEN

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


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


 


(a)                                  the corporation
formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance or transfer, or which leases, the properties and
assets of the Company substantially as an entirety shall be a corporation organized
and existing under the laws of the United States of America, any State thereof
or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
(and premium, if any), interest, if any, and Additional Amounts, if any, on all
the Securities and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed;


 


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


 


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


 


47

















 


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


 


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


 


ARTICLE TWELVE

SATISFACTION AND DISCHARGE OF INDENTURE; 

UNCLAIMED MONEYS


 


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


 


(a)                                  either:


 


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


 


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


 


(A)                              have become due
and payable, or


 


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


 


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


 


48

















 


and the Company, in the case of (A) , (B) or
(C) above, has deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose an amount sufficient to pay and discharge
the entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal (and premium, if any), interest, if
any, and Additional Amounts (if any) to the date of such deposit (in the case
of Securities which have become due and payable) or to the stated maturity or
date of redemption, as the case may be;


 


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


 


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


 


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


 


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


 


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


 


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


 


49

















 


the Borough of Manhattan, The City of New
York, notice that such moneys remain and that, after a date specified therein,
which shall not be less than thirty days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.


 


ARTICLE THIRTEEN

DEFEASANCE AND COVENANT DEFEASANCE


 


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


 


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


 


Section 13.03.                  Covenant Defeasance.  Upon the Company’s exercise of the option
provided in Section 13.01 to obtain a covenant defeasance with respect to
the Outstanding Securities of a particular series, the Company shall be
released from its obligations under this Indenture (except its obligations
under Sections 2.05, 2.06, 2.07, 4.01, 4.02, 4.04, 6.02, 7.05 and 7.10) with
respect to the Outstanding Securities of such series on and after the date the
applicable conditions set forth in Section 13.04 are satisfied
(hereinafter, “covenant defeasance”).  Covenant defeasance shall mean that, with
respect to the Outstanding Securities of such series, the Company may omit to
comply with and shall have no liability in respect of any term, 


 


50

















 


condition or limitation set forth in this
Indenture (except its obligations under Sections 2.05, 2.06, 2.07, 4.01, 4.02,
4.04, 6.02, 7.05 and 7.10), whether directly or indirectly by reason of any
reference elsewhere herein in any such Section or Article or by
reason of any reference in any such Section or Article to any other
provision herein or in any other document, and such omission to comply shall
not constitute an Event of Default under Section 6.01(c) with respect
to Outstanding Securities of such series, and the remainder of this Indenture
and of the Securities of such series shall be unaffected thereby.


 


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


 


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


 


51
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 13.05.                  Deposited Money and
Government Obligations to be Held in Trust; Other Miscellaneous Provisions.  Subject to the provisions of Section 12.05,
all money 


 


52

















 


and Government Obligations (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee — collectively
for purposes of this Section 13.05, the “Trustee”) pursuant to Section 13.04
in respect of the Outstanding Securities of a particular series shall be held
in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
paying agent (including the Company acting as its own paying agent) as the
Trustee may determine, to the Holders of such Securities of all sums due and to
become due thereon in respect of principal (and premium, if any), interest and
Additional Amounts, if any, but such money need not be segregated from other
funds except to the extent required by law.


 


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


 


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


 


ARTICLE FOURTEEN

CONVERSION


 


Section 14.01.                  Conversion Privilege. 
If so provided in a Board Resolution with respect to the Securities of
any series, the Holder of a Security of such series shall have the right, at
such Holder’s option, to convert, in accordance with the terms of such series
of Securities and this Article Fourteen, all or any part (in a
denomination of, unless otherwise specified in a Board Resolution or
supplemental indenture with respect to Securities of such series, $1,000 in
principal amount or any integral multiple thereof) of such Security into shares
of Common Stock or, as to any Securities called for redemption, at any time
prior to the time and date fixed for such redemption (unless the Company shall
default in the payment of the redemption price, in which case such right shall
not terminate at such time and date). The provisions of this
Article Fourteen shall not be applicable to the Securities of a series
unless otherwise specified in a Board Resolution with respect to the Securities
of such series.


 


Section 14.02.                  Conversion Procedure;
Conversion Price; Fractional Shares.


 


(a)                                  Each Security
to which this Article is applicable shall be convertible at the office of
the Conversion Agent, and at such other place or places, if any, specified in a
Board Resolution with respect to the Securities of such series, into fully paid
and nonassessable shares (calculated to the nearest 1/100th of a share) of
Common Stock. The Securities will be converted into shares of Common Stock at
the Conversion Price therefor. No payment or adjustment shall be made in
respect of dividends on the Common Stock or accrued interest on a converted 


 


53

















 


Security except as
described in Section 14.09. The Company may, but shall not be required, in
connection with any conversion of Securities, to issue a fraction of a share of
Common Stock and, if the Company shall determine not to issue any such
fraction, the Company shall, subject to Section 14.03(d), make a cash
payment (calculated to the nearest cent) equal to such fraction multiplied by
the Closing Price of the Common Stock on the last Trading Day prior to the date
of conversion.


 


(b)                                 Before any
Holder of a Security shall be entitled to convert the same into Common Stock,
such Holder shall surrender such Security duly endorsed to the Company or in
blank, at the office of the Conversion Agent or at such other place or places,
if any, specified in a Board Resolution with respect to the Securities of such
series, and shall give written notice to the Company at said office or place
that he elects to convert the same and shall state in writing therein the
principal amount of Securities to be converted and the name or names (with
addresses) in which he wishes the certificate or certificates for Common Stock
to be issued; provided, however, that no Security or portion thereof shall be
accepted for conversion unless the principal amount of such Security or such
portion, when added to the principal amount of all other Securities or portions
thereof then being surrendered by the Holder thereof for conversion, exceeds
the then effective Conversion Price with respect thereto. If more than one
Security shall be surrendered for conversion at one time by the same Holder,
the number of full shares of Common Stock which shall be deliverable upon
conversion shall be computed on the basis of the aggregate principal amount of
the Securities (or specified portions thereof to the extent permitted thereby)
so surrendered. Subject to the next succeeding sentence, the Company will, as
soon as practicable thereafter, issue and deliver at said office or place to
such Holder of a Security, or to his nominee or nominees, certificates for the
number of full shares of Common Stock to which he shall be entitled as
aforesaid, together, subject to the last sentence of paragraph (a) above,
with cash in lieu of any fraction of a share to which he would otherwise be
entitled. The Company shall not be required to deliver certificates for shares
of Common Stock while the stock transfer books for such stock or the Security
Register are duly closed for any purpose, but certificates for shares of Common
Stock shall be issued and delivered as soon as practicable after the opening of
such books or Security Register. A Security shall be deemed to have been
converted as of the close of business on the date of the surrender of such
Security for conversion as provided above, and the Person or Persons entitled
to receive the Common Stock issuable upon such conversion shall be treated for
all purposes as the record Holder or Holders of such Common Stock as of the
close of business on such date. In case any Security shall be surrendered for
partial conversion, the Company shall execute and the Trustee shall
authenticate and deliver to or upon the written order of the Holder of the
Securities so surrendered, without charge to such Holder (subject to the
provisions of Section 14.08), a new Security or securities in authorized
denominations in an aggregate principal amount equal to the unconverted portion
of the surrendered Security.


 


Section 14.03.                  Adjustment of Conversion Price for
Common Stock.  The Conversion Price with respect to any
Security which is convertible into Common Stock shall be adjusted from time to
time as follows:


 


(a)                                  In case the
Company shall, at any time or from time to time while any of such securities
are outstanding, (i) pay a dividend in shares of its Common Stock to
holders of Common Stock, (ii) combine its outstanding shares of Common
Stock into a smaller number of 


 


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shares of Common Stock, (iii) subdivide
its outstanding shares of Common Stock into a greater number of shares of
Common Stock or (iv) make a distribution in shares of Common Stock to
holders of Common Stock, then the Conversion Price in effect immediately before
such action shall be adjusted so that the Holders of such Securities, upon
conversion thereof into Common Stock immediately following such event, shall be
entitled to receive the kind and amount of shares of capital stock of the
Company which they would have owned or been entitled to receive upon or by
reason of such event if such Securities had been converted immediately before
the record date (or, if no record date, the effective date) for such event. An
adjustment made pursuant to this Section 14.03(a) shall become
effective retroactively immediately after the record date in the case of a dividend
or distribution and shall become effective retroactively immediately after the
effective date in the case of a subdivision or combination. For the purposes of
this Section 14.03(a), each Holder of Securities shall be deemed to have
failed to exercise any right to elect the kind or amount of securities
receivable upon the payment of any such dividend, subdivision, combination or
distribution (provided that if the kind or amount of securities receivable upon
such dividend, subdivision, combination or distribution is not the same for
each nonelecting share, then the kind and amount of securities or other
property receivable upon such dividend, subdivision, combination or
distribution for each nonelecting share shall be deemed to be the kind and
amount so receivable per share by a plurality of the nonelecting shares).


 


(b)                                 In case the
Company shall, at any time or from time to time while any of such Securities
are outstanding, issue rights or warrants to all holders of shares of its
Common Stock entitling them (for a period expiring within 45 days after the
record date for such issuance) to subscribe for or purchase shares of Common
Stock (or securities convertible into shares of Common Stock) at a price per
share less than the Current Market Price of the Common Stock at such record
date (treating the price per share of the securities convertible into Common
Stock as equal to (x) the sum of (i) the price for a unit of the
security convertible into Common Stock and (ii) any additional
consideration initially payable upon the conversion of such security into
Common Stock divided by (y) the number of shares of Common Stock initially
underlying such convertible security), the Conversion Price with respect to
such Securities shall be adjusted so that it shall equal the price determined
by dividing the Conversion Price in effect immediately prior to the date of
issuance of such rights or warrants by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding on the date of issuance of
such rights or warrants plus the number of additional shares of Common Stock
offered for subscription or purchase (or into which the convertible securities
so offered are initially convertible), and the denominator of which shall be
the number of shares of Common Stock outstanding on the date of issuance of
such rights or warrants plus the number of shares or securities which the
aggregate offering price of the total number of shares or securities so offered
for subscription or purchase (or the aggregate purchase price of the
convertible securities so offered plus the aggregate amount of any additional
consideration initially payable upon conversion of such securities into Common
Stock) would purchase at such Current Market Price of the Common Stock. Such
adjustment shall become effective retroactively immediately after the record
date for the determination of stockholders entitled to receive such rights or
warrants.


 


(c)                                  In case the
Company shall, at any time or from time to time while any of such Securities
are outstanding, distribute to all holders of shares of its Common
Stock(including any such distribution made in connection with a consolidation
or merger in which the Company is the continuing corporation and the Common
Stock is not changed or exchanged) cash, 


 


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evidences of its indebtedness, securities or
assets (excluding (i) regular periodic cash dividends in amounts, if any,
determined from time to time by the Board of Directors, (ii) dividends payable
in shares of Common Stock for which adjustment is made under Section 14.03(a) or
(iii) rights or warrants to subscribe for or purchase securities of the
Company (excluding those referred to in Section 14.03(b))), then in each
such case the Conversion Price with respect to such Securities shall be
adjusted so that it shall equal the price determined by dividing the Conversion
Price in effect immediately prior to the date of such distribution by a
fraction, the numerator of which shall be the Current Market Price of the
Common Stock on the record date referred to below, and the denominator of which
shall be such Current Market Price of the Common Stock less the then fair
market value (as determined by the Board of Directors of the Company, whose
determination shall be conclusive) of the portion of the cash or assets or
evidences of indebtedness or securities so distributed or of such subscription
rights or warrants applicable to one share of Common Stock (provided that such
denominator shall never be less than 1.0); provided, however, that no
adjustment shall be made with respect to any distribution of rights to purchase
securities of the Company if a Holder of Securities would otherwise be entitled
to receive such rights upon conversion at any time of such Securities into
Common Stock unless such rights are subsequently redeemed by the Company, in
which case such redemption shall be treated for purposes of this section as a
dividend on the Common Stock. Such adjustment shall become effective
retroactively immediately after the record date for the determination of
stockholders entitled to receive such distribution; and in the event that such
distribution is not so made, the Conversion Price shall again be adjusted to
the Conversion Price which would then be in effect if such record date had not
been fixed.


 


(d)                                 The Company
shall be entitled to make such additional adjustments in the Conversion Price,
in addition to those required by subsections 14.03(a), 14.03(b) and
14.03(c), as shall be necessary in order that any dividend or distribution of
Common Stock, any subdivision, reclassification or combination of shares of
Common Stock or any issuance of rights or warrants referred to above shall not
be taxable to the holders of Common Stock for United States Federal income tax
purposes.


 


(e)                                  In any case in
which this Section 14.03 shall require that any adjustment be made
effective as of or retroactively immediately following a record date, the
Company may elect to defer (but only for five (5) Trading Days following
the filing of the statement referred to in Section 14.05) issuing to the
Holder of any Securities converted after such record date the shares of Common
Stock and other capital stock of the Company issuable upon such conversion over
and above the shares of Common Stock and other capital stock of the company
issuable upon such conversion on the basis of the Conversion Price prior to
adjustment; provided, however, that the Company shall deliver to such Holder a
due bill or other appropriate instrument evidencing such Holder’s right to
receive such additional shares upon the occurrence of the event requiring such
adjustment.


 


(f)                                    All
calculations under this Section 14.03 shall be made to the nearest cent or
one-hundredth of a share or security, with one-half cent and 0.005 of a share,
respectively, being rounded upward. Notwithstanding any other provision of this
Section 14.03, the Company shall not be required to make any adjustment of
the Conversion Price unless such adjustment would require an increase or decrease
of at least 1% of such price. Any lesser adjustment shall be carried forward
and shall be made at the time of and together with the next subsequent 


 


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adjustment which, together with any
adjustment or adjustments so carried forward, shall amount to an increase or
decrease of at least 1% in such price. Any adjustments under this Section 14.03
shall be made successively whenever an event requiring such an adjustment
occurs.


 


(g)                                 In the event
that at any time, as a result of an adjustment made pursuant to this Section 14.03,
the Holder of any Security thereafter surrendered for conversion shall become
entitled to receive any shares of stock of the Company other than shares of
Common Stock into which the Securities originally were convertible, the
Conversion Price of such other shares so receivable upon conversion of any such
Security shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as to practicable the provisions with respect to
Common Stock contained in subparagraphs (a) through (f) of this Section 14.03,
and the provision of Sections 14.01, 14.02 and 14.04 through 14.09 with respect
to the Common Stock shall apply on like or similar terms to any such other shares
and the determination of the Board of Directors as to any such adjustment shall
be conclusive.


 


(h)                                 No adjustment
shall be made pursuant to this Section (i) if the effect thereof
would be to reduce the Conversion Price below the par value (if any) of the
Common Stock or (ii) subject to 14.03(e) hereof, with respect to any
Security that is converted prior to the time such adjustment otherwise would be
made.


 


Section 14.04.                  Consolidation or Merger of the
Company.  In case of either (a) any consolidation
or merger to which the Company is a party, other than a merger or consolidation
in which the company is the surviving or continuing corporation and which does
not result in a reclassification of, or change (other than a change in par
value or from par value to no par value or from no par value to par value, as a
result of a subdivision or combination) in, outstanding shares of Common Stock
or (b) any sale or conveyance of all or substantially all of the property
and assets of the Company to another Person, then each Security then
outstanding shall be convertible from and after such merger, consolidation,
sale or conveyance of property and assets into the kind and amount of shares of
stock or other securities and property (including cash) receivable upon such
consolidation, merger, sale or conveyance by a holder of the number of shares
of Common Stock into which such Securities would have been converted
immediately prior to such consolidation, merger, sale or conveyance, subject to
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article Fourteen (and assuming such
holder of Common Stock failed to exercise his rights of election, if any, as to
the kind or amount of securities, cash or other property (including cash)
receivable upon such consolidation, merger, sale or conveyance (provided that,
if the kind or amount of securities, cash or other property (including cash)
receivable upon such consolidation, merger, sale or conveyance is not the same
for each nonelecting share, then the kind and amount of securities, cash or
other property (including cash) receivable upon such consolidation, merger,
sale or conveyance for each nonelecting share shall be deemed to be the kind
and amount so receivable per share by a plurality of the nonelecting shares or
securities)). The Company shall not enter into any of the transactions referred
to in clause (a) or (b) of the preceding sentence unless effective
provision shall be made so as to give effect to the provisions set forth in
this Section 14.04. The provisions of this Section 14.04 shall apply
similarly to successive consolidations, mergers, sales or conveyances.


 


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Section 14.05.                  Notice of Adjustment. 
Whenever an adjustment in the Conversion Price with respect to a series
of Securities is required:


 


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


 


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


 


Section 14.06.                  Notice in Certain Events.  In case:


 


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


 


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


 


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


 


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


 


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


 


Section 14.07.                  Company to Reserve Stock;
Registration; Listing.


 


(a)                                  The Company
shall at all times reserve and keep available, free from preemptive rights, out
of its authorized but unissued shares of Common Stock, for the purpose of 


 


58

















 


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


 


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


 


Section 14.08.                  Taxes on Conversion. 
The Company shall pay any and all documentary, stamp or similar issue or
transfer taxes that may be payable in respect of the issue or delivery of shares
of Common Stock on conversion of Securities pursuant hereto. The Company shall
not, however, be required to pay any such tax which may be payable in respect
of any transfer involved in the issue or delivery of shares of Common Stock or
the portion, if any, of the Securities which are not so converted in a name
other than that in which the Securities so converted were registered, and no
such issue or delivery shall be made unless and until the Person requesting
such issue has paid to the Company the amount of such tax or has established to
the satisfaction of the Company that such tax has been paid.


 


Section 14.09.                  Conversion After Record Date. 
If any Securities are surrendered for conversion subsequent to the
record date preceding an Interest Payment Date but on or prior to such Interest
Payment Date (except Securities called for redemption on a redemption date
between such record date and Interest Payment Date), the Holder of such
Securities at the close of business on such record date shall be entitled to
receive the interest payable on such Securities on such Interest Payment Date
notwithstanding the conversion thereof. Securities surrendered for conversion
during the period from the close of business on any record date next preceding
any Interest Payment Date to the opening of business on such Interest Payment
Date shall (except in the case of Securities which have been called for
redemption on a redemption date within such period) be accompanied by payment
in New York Clearing House funds or other funds acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the
securities being surrendered for conversion. Except as provided in this
Section 14.09, no adjustments in respect of payments of interest on securities
surrendered for conversion or any dividends or distributions or interest on the
Common Stock issued upon conversion shall be made upon the conversion of any
Securities.


 


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Section 14.10.                  Corporate Action Regarding Par Value
of Common Stock.  Before taking any action which would cause an
adjustment reducing the applicable Conversion Price below the then par value
(if any) of the shares of Common Stock deliverable upon conversion of the
Securities, the Company will take any corporate action which may, in the
opinion of its counsel, be necessary in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock at such
adjusted Conversion Price.


 


Section 14.11.                  Company Determination Final. 
Any determination that the Company or the Board of Directors must make
pursuant to this Article is conclusive.


 


Section 14.12.                  Trustee’s Disclaimer. 
The Trustee has no duty to determine when an adjustment under this
Article should be made, how it should be made or what it should be. The
Trustee makes no representation as to the validity or value of any securities
or assets issued upon conversion of Securities. The Trustee shall not be
responsible for the Company’s failure to comply with this Article. Each
Conversion Agent other than the Company shall have the same protection under
this Section as the Trustee.


 


ARTICLE FIFTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, 

OFFICERS AND DIRECTORS


 


Section 15.01.                  Indenture and Securities Solely
Corporate Obligations.  No recourse under or upon any
obligations covenant or agreement contained in this Indenture, or in any
covenant or agreement contained in this Indenture, or in any Security, or
because of any indebtedness evidenced thereby, shall be had against any past,
present or future incorporator, stockholder, officer or director, as such, of
the Company or of any successor Corporation, either directly or through the
Company or any successor corporation, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the Holders thereof
and as part of the consideration for the issue of the Securities and coupons.


 


ARTICLE SIXTEEN

MISCELLANEOUS PROVISIONS


 


Section 16.01.                  Benefits of Indenture Restricted to
Parties and Securityholders.  Nothing in
this Indenture or in the Securities or coupons, expressed or implied, shall
give or be construed to give to any person, firm or corporation, other than the
parties hereto and their successors and the Holders of the Securities or
coupons, any legal or equitable right, remedy or claim under this Indenture or
under any covenant or provision herein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and their
successors and of the Holders of the Securities or coupons.


 


Section 16.02.                  Provisions Binding on Company’s
Successors.  All the covenants, stipulations, promises and
agreements in this Indenture contained by or on behalf of the Company shall
bind its successors and assigns, whether so expressed or not.


 


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Section 16.03.                  Addresses for Notices, etc. 
Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders of
Securities to or on the Company may be given or served by being deposited
postage prepaid first class mail in a post office letter box addressed (until
another address is filed by the Company with the Trustee), as follows:  Aon Corporation, 200 East Randolph Street,
Chicago, Illinois 60601, Attention: 
Treasurer.  Any notice, direction,
request or demand by the Company any Securityholder to or upon the Trustee
shall be deemed to have been sufficiently given or made, for all purposes, if
given or made in writing at its Corporate Trust Department, 2 N. LaSalle
Street, Suite 1020, Chicago, Illinois 60602, or at any other address
previously furnished in writing to the Company by the Trustee.


 


Section 16.04.                  Evidence of Compliance with
Conditions Precedent.  Upon any application or demand by the Company
to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent have
been complied with, except that in the case of any such application or demand
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or demand,
no additional certificate or opinion need be furnished.


 


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


 


Section 16.05.                  Legal Holidays. 
In any case where the date of maturity of any interest, premium or
Additional Amounts on or principal of the Securities or the date fixed for
redemption of any Securities shall not be a Business Day in a city where
payment thereof is to be made, then payment of any interest, premium or
Additional Amounts on, or principal of, such Securities need not be made on
such date in such city but may be made on the next succeeding Business Day with
the same force and effect as if made on the date of maturity or the date fixed
for redemption, and no interest shall accrue for the period after such date.


 


Section 16.06.                  Trust Indenture Act to Control. 
If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included in this Indenture by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, such required provision shall
control.


 


Section 16.07.                  Execution in Counterparts. 
This Indenture may be executed in any number of counterparts, each of
which shall be an original; but such counterparts shall together constitute but
one and the same instrument.


 


61

















 


Section 16.08.                  New York Contract. 
This Indenture and each Security shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be governed
by and construed in accordance with the laws of said State.


 


Section 16.09.  Waiver of Jury Trial. 
EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.


 


Section 16.10.  Force Majeure.  In no event
shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly
or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall
use reasonable best efforts which are consistent with accepted practices in the
banking industry to avoid and mitigate the effects of such occurrences and to
resume performance as soon as practicable under the circumstances.


 


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


 


	
   

  	
  Aon Corporation

  	 

	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	 

	
   

  	
   

  	
  [Name]

  	 

	
   

  	
   

  	
  [Title]

  	 

	 
	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
   

  
	
   

  	
  The Bank of New York
  Mellon Trust Company, National Association

  	 

	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	 

	
   

  	
   

  	
  [Name]

  	 

	
   

  	
   

  	
  [Title]

  	 

							



 


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