Exhibit 4.1


	
 


	
ST. JUDE MEDICAL, INC.


	
 


	
as Issuer


	
 


	
U.S. BANK NATIONAL ASSOCIATION


	
 


	
as Trustee


	
 


	
INDENTURE


	
 


	
Dated as of July 28,
 2009


	
 


	
SENIOR DEBT SECURITIES













TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page



	
 

	
 

	
 

	
 

	
 


	
ARTICLE 1.


	
 

	
 

	
 

	
 

	
 


	
DEFINITIONS AND INCORPORATION BY REFERENCE


	
 

	
 

	
 

	
 

	
 


	
Section 1.1

	
 

	
Definitions

	
 

	
1


	
Section 1.2

	
 

	
Other
 Definitions

	
 

	
7


	
Section 1.3

	
 

	
Incorporation
 by Reference of TIA

	
 

	
8


	
Section 1.4

	
 

	
Rules of
 Construction

	
 

	
8


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 2.


	
 

	
 

	
 

	
 

	
 


	
FORMS OF SECURITIES


	
 

	
 

	
 

	
 

	
 


	
Section 2.1

	
 

	
Terms of the
 Securities

	
 

	
9


	
Section 2.2

	
 

	
Form of
 Trustee’s Certificate of Authentication

	
 

	
9


	
Section 2.3

	
 

	
Form of
 Trustee’s Certificate of Authentication by an Authenticating Agent

	
 

	
9


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 3.


	
 

	
 

	
 

	
 

	
 


	
THE DEBT SECURITIES


	
 

	
 

	
 

	
 

	
 


	
Section 3.1

	
 

	
Amount
 Unlimited; Issuable in Series

	
 

	
10


	
Section 3.2

	
 

	
Denominations

	
 

	
13


	
Section 3.3

	
 

	
Execution,
 Authentication, Delivery and Dating

	
 

	
13


	
Section 3.4

	
 

	
Registrar
 and Paying Agent

	
 

	
15


	
Section 3.5

	
 

	
Paying Agent
 to Hold Money in Trust

	
 

	
16


	
Section 3.6

	
 

	
Transfer and
 Exchange

	
 

	
16


	
Section 3.7

	
 

	
Mutilated,
 Destroyed, Lost and Stolen Securities

	
 

	
20


	
Section 3.8

	
 

	
Temporary
 Securities

	
 

	
21


	
Section 3.9

	
 

	
Cancellation

	
 

	
21


	
Section 3.10

	
 

	
Payment of
 Interest; Interest Rights Preserved

	
 

	
21


	
Section 3.11

	
 

	
Judgments

	
 

	
23


	
Section 3.12

	
 

	
Payment in
 Currencies

	
 

	
23


	
Section 3.13

	
 

	
CUSIP
 Numbers

	
 

	
24


	
Section 3.14

	
 

	
Computation
 of Interest

	
 

	
24


	
Section 3.15

	
 

	
Securityholders’
 List.

	
 

	
24


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 4.


	
 

	
 

	
 

	
 

	
 


	
REDEMPTION


	
 

	
 

	
 

	
 

	
 


	
Section 4.1

	
 

	
Applicability
 of this Article

	
 

	
24













	
 

	
 

	
 

	
 

	
 


	
Section 4.2

	
 

	
Selection of
 Securities to be Redeemed

	
 

	
24


	
Section 4.3

	
 

	
Notice of
 Redemption

	
 

	
25


	
Section 4.4

	
 

	
Deposit of
 Redemption Price

	
 

	
25


	
Section 4.5

	
 

	
Securities
 Payable on Redemption Date

	
 

	
26


	
Section 4.6

	
 

	
Securities
 Redeemed in Part

	
 

	
26


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 5.


	
 

	
 

	
 

	
 

	
 


	
COVENANTS


	
 

	
 

	
 

	
 

	
 


	
Section 5.1

	
 

	
Payment of
 Securities

	
 

	
26


	
Section 5.2

	
 

	
Limitations
 on Liens

	
 

	
26


	
Section 5.3

	
 

	
Limitations
 on Sale and Leaseback Transactions

	
 

	
28


	
Section 5.4

	
 

	
Office or
 Agency for Certain Purposes

	
 

	
29


	
Section 5.5

	
 

	
Maintenance
 of Corporate Existence

	
 

	
30


	
Section 5.6

	
 

	
Provisions
 as to Paying Agent

	
 

	
30


	
Section 5.7

	
 

	
Annual Officers’ Certificate to Trustee

	
 

	
31


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 6.


	
 

	
 

	
 

	
 

	
 


	
MERGER, CONSOLIDATION AND SALE OF ASSETS


	
 

	
 

	
 

	
 

	
 


	
Section 6.1

	
 

	
Merger,
 Consolidation and Sale of Assets

	
 

	
32


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 7.


	
 

	
 

	
 

	
 

	
 


	
DEFAULTS AND REMEDIES


	
 

	
 

	
 

	
 

	
 


	
Section 7.1

	
 

	
Events of
 Default

	
 

	
33


	
Section 7.2

	
 

	
Acceleration

	
 

	
34


	
Section 7.3

	
 

	
Other
 Remedies

	
 

	
36


	
Section 7.4

	
 

	
Control by
 Securityholders; Waiver of Past Defaults

	
 

	
36


	
Section 7.5

	
 

	
Limitation
 on Suits

	
 

	
37


	
Section 7.6

	
 

	
Trustee as
 Attorney-in-Fact

	
 

	
37


	
Section 7.7

	
 

	
Priorities

	
 

	
38


	
Section 7.8

	
 

	
Undertaking
 for Costs

	
 

	
39


	
Section 7.9

	
 

	
Remedies
 Cumulative

	
 

	
39


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 8.


	
 

	
 

	
 

	
 

	
 


	
CONCERNING THE SECURITYHOLDERS


	
 

	
 

	
 

	
 

	
 


	
Section 8.1

	
 

	
Evidence of
 Action of Securityholders

	
 

	
39


	
Section 8.2

	
 

	
Proof of
 Execution or Holding of Securities

	
 

	
40


	
Section 8.3

	
 

	
Persons
 Deemed Owners

	
 

	
40


	
Section 8.4

	
 

	
Effect of
 Consents

	
 

	
41





ii







	
 

	
 

	
 

	
 

	
 


	
ARTICLE 9.


	
 

	
 

	
 

	
 

	
 


	
SECURITYHOLDERS’ MEETINGS


	
 

	
 

	
 

	
 

	
 


	
Section 9.1

	
 

	
Purposes of
 Meetings

	
 

	
41


	
Section 9.2

	
 

	
Call of
 Meetings by Trustee

	
 

	
41


	
Section 9.3

	
 

	
Call of
 Meetings by Corporation or Securityholders

	
 

	
42


	
Section 9.4

	
 

	
Qualifications
 for Voting

	
 

	
42


	
Section 9.5

	
 

	
Regulation
 of Meetings

	
 

	
42


	
Section 9.6

	
 

	
Voting

	
 

	
43


	
Section 9.7

	
 

	
No Delay of
 Rights by Meeting

	
 

	
43


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 10.


	
 

	
 

	
 

	
 

	
 


	
TRUSTEE


	
 

	
 

	
 

	
 

	
 


	
Section 10.1

	
 

	
Rights of
 Trustees; Compensation and Indemnity

	
 

	
43


	
Section 10.2

	
 

	
Duties of
 Trustee

	
 

	
46


	
Section 10.3

	
 

	
Notice of
 Defaults

	
 

	
47


	
Section 10.4

	
 

	
Eligibility;
 Disqualification

	
 

	
47


	
Section 10.5

	
 

	
Registration
 and Notice; Removal

	
 

	
48


	
Section 10.6

	
 

	
Successor
 Trustee by Appointment

	
 

	
49


	
Section 10.7

	
 

	
Successor
 Trustee by Merger

	
 

	
50


	
Section 10.8

	
 

	
Right to
 Rely on Officers’ Certificate

	
 

	
51


	
Section 10.9

	
 

	
Appointment
 of Authenticating Agent

	
 

	
51


	
Section
 10.10

	
 

	
Communications
 by Securityholders with Other Securityholders

	
 

	
52


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 11.


	
 

	
 

	
 

	
 

	
 


	
SATISFACTION, DISCHARGE AND DEFEASANCE


	
 

	
 

	
 

	
 

	
 


	
Section 11.1

	
 

	
Applicability
 of Article

	
 

	
52


	
Section 11.2

	
 

	
Satisfaction
 and Discharge of Indenture

	
 

	
52


	
Section 11.3

	
 

	
Defeasance
 upon Deposit of Moneys or U.S. Government Obligations

	
 

	
53


	
Section 11.4

	
 

	
Repayment to
 Corporation

	
 

	
55


	
Section 11.5

	
 

	
Indemnity
 for U.S. Government Obligations

	
 

	
55


	
Section 11.6

	
 

	
Deposits to
 Be Held in Escrow

	
 

	
55


	
Section 11.7

	
 

	
Application
 of Trust Money

	
 

	
56


	
Section 11.8

	
 

	
Deposits of
 Non-U.S. Currencies

	
 

	
56


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 12.


	
 

	
 

	
 

	
 

	
 


	
AMENDMENTS, SUPPLEMENTS AND WAIVERS


	
 

	
 

	
 

	
 

	
 


	
Section 12.1

	
 

	
Without
 Consent of Holders

	
 

	
56


	
Section 12.2

	
 

	
With Consent
 of Holders

	
 

	
58


	
Section 12.3

	
 

	
Compliance with
 Trust Indenture Act of 1939

	
 

	
60





iii







	
 

	
 

	
 

	
 

	
 


	
Section 12.4

	
 

	
Effect of
 Execution of Supplemental Indenture

	
 

	
60


	
Section 12.5

	
 

	
Notation on
 or Exchange of Securities

	
 

	
60


	
Section 12.6

	
 

	
Trustee to
 Sign Amendments, etc

	
 

	
60


	
Section 12.7

	
 

	
Trustee
 Protected

	
 

	
60


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 13.


	
 

	
 

	
 

	
 

	
 


	
SINKING FUNDS


	
 

	
 

	
 

	
 

	
 


	
Section 13.1

	
 

	
Applicability
 of Sinking Fund

	
 

	
61


	
Section 13.2

	
 

	
Mandatory
 Sinking Fund Obligation

	
 

	
61


	
Section 13.3

	
 

	
Optional
 Redemption at Sinking Fund Redemption Price

	
 

	
62


	
Section 13.4

	
 

	
Application
 of Sinking Fund Payment

	
 

	
62


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 14.


	
 

	
 

	
 

	
 

	
 


	
REPORTS BY THE CORPORATION AND THE TRUSTEE AND SECURITYHOLDERS’ LIST


	
 

	
 

	
 

	
 

	
 


	
Section 14.1

	
 

	
Reports by
 Trustee

	
 

	
63


	
Section 14.2

	
 

	
Reports by
 the Corporation

	
 

	
63


	
Section 14.3

	
 

	
Securityholders’
 Lists

	
 

	
64


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 15.


	
 

	
 

	
 

	
 

	
 


	
IMMUNITY OF CERTAIN PERSONS


	
 

	
 

	
 

	
 

	
 


	
Section 15.1

	
 

	
No Personal
 Liability

	
 

	
64


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 16.


	
 

	
 

	
 

	
 

	
 


	
MISCELLANEOUS


	
 

	
 

	
 

	
 

	
 


	
Section 16.1

	
 

	
TIA Controls

	
 

	
65


	
Section 16.2

	
 

	
Notices

	
 

	
65


	
Section 16.3

	
 

	
Certificates
 and Opinions as to Conditions Precedent

	
 

	
65


	
Section 16.4

	
 

	
Effects of
 Headings and Table of Contents

	
 

	
66


	
Section 16.5

	
 

	
Notices to
 Securityholders; Waiver

	
 

	
66


	
Section 16.6

	
 

	
Successors
 and Assigns

	
 

	
67


	
Section 16.7

	
 

	
Separability
 Clause

	
 

	
67


	
Section 16.8

	
 

	
Benefits of
 Indenture

	
 

	
67


	
Section 16.9

	
 

	
Counterparts
 Originals

	
 

	
67


	
Section
 16.10

	
 

	
Legal
 Holidays

	
 

	
67


	
Section
 16.11

	
 

	
Governing
 Law

	
 

	
67





Note: This
Table of Contents shall not, for any purpose, be deemed to be a part of the
Indenture.


iv







          INDENTURE dated as of July 28, 2009, between ST.
JUDE MEDICAL, INC., a Minnesota
corporation (the “Corporation”), and U.S. Bank National Association, a state
banking corporation, as trustee (the “Trustee”).


          WHEREAS,
the Corporation has duly authorized the execution and delivery of this
Indenture to provide for the issuance of unsecured debentures, notes, bonds or
other evidences of indebtedness (the “Securities”) in an unlimited aggregate
principal amount to be issued from time to time in one or more series as
provided in this Indenture; and


          WHEREAS,
all things necessary to make this Indenture a valid and legally binding
agreement of the Corporation, in accordance with its terms, have been done.


          NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


          That,
in consideration of the premises and the purchase of the Securities by the
Holders thereof for the equal and proportionate benefit of all of the present
and future Holders of the Securities, each party agrees and covenants as
follows:


ARTICLE 1.


DEFINITIONS AND INCORPORATION BY REFERENCE


          Section
1.1      Definitions. 


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


          
“Agent” means any Registrar, Paying Agent or co-registrar.


          
“Attributable Debt” means, in respect of a Sale and Leaseback Transaction, as
of any particular time, the present value (discounted at the rate of interest
implicit in the terms of the lease involved in such Sale and Leaseback
Transaction, as determined in good faith by us) of the obligation of the lessee
thereunder for rental payments (excluding, however, any amounts required to be
paid by such lessee, whether or not designated as rent or additional rent, on
account of maintenance and repairs, insurance, taxes, assessments, water rates
or similar charges or any amounts required to be paid by such lessee thereunder
contingent upon the amount of sales, maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges) during the remaining term of such
lease (including any period for which such lease has been extended or may, at
the option of the lessor, be extended).


          
“Board of Directors” means the Board of Directors, or any other duly authorized
committee of the Board of Directors, of the Corporation.







          
“Board Resolution” means a resolution of the Board of Directors or of a
committee or person to which or to whom the Board of Directors has properly
delegated the appropriate authority, a copy of which has been certified by the
Secretary or an Assistant Secretary of the Corporation, to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification and delivered to the Trustee.


          
“Business Day,” when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, shall
mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment or other location are
authorized or obligated by law or executive order to close. 


          
“Code” means the Internal Revenue Code of 1986 as in effect on the date hereof.


          
“Company Order” means a written order signed in the name of the Corporation by
(i) the Chairman of the Board of Directors, Chief Executive Officer, Chief
Financial Officer, President, Executive Vice President, or Senior Vice
President, and (ii) the Treasurer, Assistant Treasurer, Controller, Assistant
Controller, Secretary or Assistant Secretary of the Corporation, and delivered
to the Trustee.


          
“Consolidated Net Tangible Assets” means the total amount of assets (less
applicable reserves and other properly deductible items) after deducting (1)
all current liabilities (excluding the amount of those which are by their terms
extendable or renewable at the option of the obligor to a date more than 12
months after the date as of which the amount is being determined) and (2) all
customer lists, computer software, licenses, patents, patent applications,
copyrights, trademarks, trade names, goodwill, capitalized research and
development costs and other like intangibles, treasury stock and unamortized
debt discount and expense, and all other like intangible assets, all as stated
on the Corporation’s most recent publicly available consolidated balance sheet
preceding the date of determination and determined in accordance with generally
accepted accounting principles. 


          
“Corporation” means the Person named as the “Corporation” in this Indenture
until a successor Person shall become such pursuant to the applicable
provisions of this Indenture, and thereafter “Corporation” means the successor
Person.


          
“Corporate Trust Office,” or other similar term, means the principal office of
the Trustee at which at any particular time its corporate trust business shall
be administered, which office at the date hereof is located at U.S. Bank
National Association, 60 Livingston Avenue, EP-MN-WS3C, St. Paul, MN 55107-2292
Attention: Corporate Trust Administration, or such other address as the Trustee
may designate from time to time by notice to the Holders and the Corporation,
or the principal corporate trust officer of any successor Trustee (or such
other address as such successor Trustee may designate from time to time by
notice to the Holders and the Corporation).


          
“Currency” means U.S. Dollars or Foreign Currency.


          
“Debt” means any and all of the obligations of a Person for money borrowed
which in accordance with generally accepted accounting principles would be
reflected on the balance sheet of such Person as a liability as of the date of
which the Debt is to be determined. 


2







          
“Default” shall have the meaning assigned to it in Section 10.3.


          
“Depositary” means, with respect to the Securities of any series issuable or
issued in whole or in part in the form of one or more Global Securities, The
Depository Trust Company or such other Person as may be designated as
Depositary by the Corporation pursuant to Section 3.1, until a successor
Depositary shall have become such pursuant to the applicable provisions hereof,
and thereafter “Depositary” shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
“Depositary” as used in respect of the Securities on any such series shall mean
the Depositary with respect to the Securities of that series.


          
“Discharge” shall have the meaning assigned to it in Section 11.3.


          
“Exchange Act” means the United States Securities Exchange Act of 1934, and the
rules and regulations promulgated by the SEC thereunder and any statute
successor thereto, in each case, as amended from time to time.


          
“Foreign Currency” means a currency issued by the government of any country
other than the United States or a composite currency, the value of which is
determined by reference to the values of the currencies of any group of
countries.


          
“Global Security” means a Security evidencing all or a part of a series of
Securities, issued to the Depositary for such series in accordance with Section
3.3, and bearing the legend prescribed in Section 2.1.


          
“Holder” or “Securityholder” means the person in whose name a Security is
registered on the Registrar’s books.


          
“Indenture” means 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, including,
for all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and
govern this instrument and any such supplemental indenture, respectively. The
term “Indenture” shall also include the terms of particular series of
Securities established as contemplated by Section 3.1; provided, however, that
if at any time more than one Person is acting as Trustee under this Indenture
due to the appointment of one or more separate Trustees for any one or more
separate series of Securities, “Indenture” shall mean, with respect to such
series of Securities for which any such Person is Trustee, 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 and shall include the terms of particular series
of Securities for which such Person is Trustee established as contemplated by
Section 3.1, exclusive, however, of any provisions or terms which relate solely
to other series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto
executed and delivered after such person had become such Trustee, but to which
such person, as such Trustee, was not a party; provided, further that in the
event that this Indenture is supplemented or amended by one or more indentures
supplemental hereto which are only applicable to certain series of Securities,
the term “Indenture” for a particular series of Securities shall only include
the supplemental indentures applicable thereto.


3







          
“Individual Securities” shall have the meaning specified in Section 3.1(p).


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


          
“Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, lien
(statutory or other), charge or preference, priority or other security interest
or preferential arrangement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement, and any financing lease
having substantially the same economic effect as any of the foregoing) on or
with respect to any property.


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


          
“Officer” means the Chairman of the Board of Directors, the Chief Executive
Officer, the President, any Vice President, the Treasurer, an Assistant
Treasurer, the Controller or the Secretary, or an Assistant Secretary, of the
Corporation.


          
“Officers’ Certificate” means a certificate signed by any of (i) the Chairman
of the Board of Directors, Chief Executive Officer, Chief Financial Officer,
the President or a Vice President, Treasurer or the Controller, and (ii) the
Secretary or an Assistant Secretary of the Corporation, and delivered to the
Trustee. 


          
“Original Issue Discount Security” means any Security that is issued with
“original issue discount” within the meaning of Section 1273(a) of the Code and
the regulations thereunder and any other Security designated by the Corporation
as issued with original issue discount for United States federal income tax purposes.


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


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


                    
(b)     Securities, or portions thereof, for which
payment or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Corporation) in
trust or set aside and segregated in trust by the Corporation (if the
Corporation shall act as its own Paying Agent) for the Holders of such
Securities or Securities as to which the Corporation’s obligations have been
Discharged; provided, however, that if such Securities, or portions thereof,
are to be redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has been made;
and


4







                    
(c)     Securities that have been paid pursuant to
Section 3.7(b) or in exchange for or in lieu of which other Securities have
been authenticated and delivered pursuant to this Indenture, other than any
such Securities in respect of which there shall have been presented to a
Responsible Officer of the Trustee proof satisfactory to it that such
Securities are held by a protected purchaser in whose hands such Securities are
valid obligations of the Corporation;


provided,
however, that in determining whether the Holders of the requisite principal
amount of Securities of a series outstanding have performed any action
hereunder, Securities owned by the Corporation or any other obligor upon the
Securities of such series or any Affiliate of the Corporation or of such other
obligor shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
action, only Securities of such series that a Responsible Officer of the
Trustee actually knows to be so owned shall be so disregarded. Securities so
owned that have been pledged in good faith may be regarded as outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
to act with respect to such Securities and that the pledgee is not the
Corporation or any other obligor upon such Securities or any Affiliate of the
Corporation or of such other obligor. In determining whether the Holders of the
requisite principal amount of outstanding Securities of a series have performed
any action hereunder, the principal amount of an Original Issue Discount
Security that shall be deemed to be outstanding for such purpose shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 7.2 and the principal amount of a Security denominated in a
Foreign Currency that shall be deemed to be outstanding for such purpose shall
be the amount calculated pursuant to Section 3.12(b).


          
“Opinion of Counsel” means an opinion in writing signed by legal counsel, who
may be an employee of or of counsel to the Corporation, or may be other counsel
that meets the requirements provided for in Section 16.3.


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


          
“Place of Payment” means, when used with respect to the Securities of any
series, the place or places where the principal of and premium, if any, and
interest on the Securities of that series are payable as specified pursuant to
Section 3.1.


          
“Predecessor Security” means, with respect to any Security, every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security, and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.8 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security.


          
“principal” of a Security means the principal of the Security plus, when
appropriate, the premium, if any, on the Security.


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


5







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


          
“Responsible Officers” of the Trustee hereunder shall mean any vice president,
any assistant vice president, any trust officer, any assistant trust officer or
any other officer associated with the corporate trust department of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers, and also means, with respect to a particular corporate
trust matter, any other officer of the Trustee to whom such matter is referred
because of such person’s knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.


          
“Restricted Property” means, as to any particular series of Securities, any
manufacturing facility or plant owned, or leased, by the Corporation or a
Restricted Subsidiary and located within the United States, the gross book
value (including related land, machinery and equipment without deduction of any
depreciation reserves) of which is not less than 1% of Consolidated Tangible
Net Assets as stated on the Corporation’s most recent publicly available
consolidated balance sheet preceding the date of determination, other than any such manufacturing facility or plant which the
Board of Directors reasonably determines is not material to the operation of
the Corporation’s business and its Subsidiaries, taken as a whole. 


          
“Restricted Subsidiary” means, as to any particular series of Securities, a
Subsidiary (as defined below) (i) which is a “significant subsidiary” as
defined in Rule 1-02(w) of Regulation S-X under the U.S. federal securities
laws or (ii) which owns a Restricted Property; provided, however, that the term
shall not include any Subsidiary which is solely or primarily engaged in the
business of providing or obtaining financing for the sale or lease of products
sold or leased by us or any Subsidiary.


          
“Sale-Leaseback Transaction” means an arrangement whereby the Corporation or a
Restricted Subsidiary now owns or hereafter acquires a Principal Property,
sells or transfers it to a person and contemporaneously leases it back from the
Person. 


          
“SEC” means the Securities and Exchange Commission.


          
“Security Custodian” means the custodian with respect to any Global Security
appointed by the Depositary, or any successor Person thereto, and shall
initially be the Paying Agent.


          
“Securities” means the securities issued pursuant to this Indenture from time
to time, as such securities may be amended or supplemented from time to time.


          
“Securities Act” shall mean the United States Securities Act of 1933, and the
rules and regulations promulgated by the SEC thereunder and any statute
successor thereto, in each case as amended from time to time.


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


6








          “Subsidiary”
means, with respect to any Person, any corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
outstanding shares or other interests having voting power is at the time directly
or indirectly owned or controlled by such Person or one or more of the
Subsidiaries of such Person. Unless the context otherwise requires, all
references to Subsidiary or Subsidiaries under this Indenture shall refer to
Subsidiaries of the Corporation. 


          “TIA”
means the Trust Indenture Act of 1939, as amended, and the rules and
regulations thereunder as in effect on the date of this Indenture, except as
provided in Section 12.3 and except to the extent any amendment to the Trust
Indenture Act expressly provides for application of the Trust Indenture Act as
in effect on another date. 


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


          “Trust
Officer” means a Vice President or any other officer or assistant officer of
the Trustee assigned by the Trustee to administer its corporate trust matters. 


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


          “U.S.
Dollars” mean such currency of the United States as at the time of payment
shall be legal tender for the payment of public and private debts. 


          Section
1.2     Other
Definitions. 


	
 

	
 

	
 

	
 


	
Term

	
 

	
Defined in Section



	
“Authenticating
 Agent”

	
 

	
10.

	
9


	
“Defaulted
 Interest”

	
 

	
3.

	
10


	
“Designated
 Currency ”

	
 

	
3.

	
11


	
“Event of
 Default”

	
 

	
7.

	
1


	
“Legal
 Holiday”

	
 

	
16.

	
10


	
“Mandatory
 Sinking Fund Payment”

	
 

	
13.

	
1


	
“Members”

	
 

	
3.

	
3


	
“Optional
 Sinking Fund Payment ”

	
 

	
13.

	
1


	
“Paying
 Agent”

	
 

	
3.

	
4


	
“Registrar”

	
 

	
3.

	
4


	
“Special
 Record Date”

	
 

	
3.

	
10


	
“U.S.
 Government Obligations”

	
 

	
11.

	
3





7







          Section
1.3     Incorporation
by Reference of TIA. Whenever this Indenture refers to a provision
of the TIA, the provision is incorporated by reference in and made a part of
this Indenture. The following TIA terms used in this Indenture have the
following meanings: 


          “Commission”
means the SEC. 


          “indenture
securities” means the Securities. 



          “indenture security holder” means a
Securityholder. 




          “indenture to be qualified” means this Indenture. 


          “indenture
trustee” or “institutional trustee” means the Trustee. 


          “obligor”
on the indenture securities means the Corporation. 


          All
other TIA terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by SEC rule have the meanings
assigned to them. 


          Section
1.4     Rules of
Construction. Unless the context otherwise requires: 


                                 (a)     a
term has the meaning assigned to it; 


                                 (b)     an
accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles in effect from time to
time unless a different time is established in the applicable series of
Securities; 


                                 (c)     “or”
is not exclusive; 


                                 (d)     words
in the singular include the plural, and in the plural include the singular; 


                                 (e)     references
to “Section” or “Article” or other subdivision herein are references to a
Section or Article or other subdivision of this Indenture; 


                                 (f)     
any gender used in this Indenture shall be deemed to include the neuter,
masculine or feminine gender; and 


                                 (g)     provisions
apply to successive events and transactions. 


8







ARTICLE 2.


FORMS OF SECURITIES


          Section
2.1     Terms of
the Securities. 


                    (a)     The
Securities of each series shall be established in or pursuant to a Board
Resolution, and, subject to Section 3.3, set forth, or determined in the manner
provided, in an Officers’ Certificate, or established in one or more indentures
supplemental hereto, and shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
or designation and such legends or endorsements placed thereon as the
Corporation 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 securities exchange on which any series of the Securities may
be listed or of any automated quotation system on which any such series may be
quoted, or to conform to usage, all as determined by the officers executing
such Securities as conclusively evidenced by their execution of such Securities.



                    (b)     The
terms and provisions of the Securities shall constitute, and are hereby
expressly made, a part of this Indenture, and, to the extent applicable, the
Corporation and the Trustee, by their execution and delivery of this Indenture
expressly agree to such terms and provisions and to be bound thereby. 


          Section
2.2     Form of
Trustee’s Certificate of Authentication. 


                    (a)     Only
such of the Securities as shall bear thereon a certificate substantially in the
form of the Trustee’s certificate of authentication hereinafter recited,
executed by the Trustee by manual signature, shall be valid or become
obligatory for any purpose or entitle the Holder thereof to any right or
benefit under this Indenture. 


                    (b)     Each
Security shall be dated the date of its authentication, except that any Global
Security shall be dated as of the date specified as contemplated in Section
3.1. 


                    (c)     The
form of the Trustee’s certificate of authentication to be borne by the
Securities shall be substantially as follows: 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


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


	
 

	
 

	
 


	
     Date
 of authentication: _______________

	
U.S. BANK
 NATIONAL ASSOCIATION,


	
 

	
as Trustee


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
     Authorized
 Signatory





          Section
2.3     Form of
Trustee’s Certificate of Authentication by an Authenticating Agent.
If at any time there shall be an Authenticating Agent appointed with respect to
any series of Securities, then the Trustee’s certificate of authentication by
such Authenticating Agent to be borne by Securities of each such series shall
be substantially as follows: 


9







TRUSTEE’S CERTIFICATE OF AUTHENTICATION


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


	
 

	
 

	
 

	
 

	
 


	
     Date
 of authentication: _______________

	
U.S. BANK
 NATIONAL ASSOCIATION,


	
 

	
as Trustee


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
 

	
[NAME OF
 AUTHENTICATING AGENT]


	
 

	
 

	
 

	
 

	
as
 Authenticating Agent







	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
     Authorized
 Signatory





ARTICLE 3.


THE DEBT SECURITIES


          Section
3.1     Amount
Unlimited; Issuable in Series. The aggregate principal amount of
Securities that may be authenticated and delivered under this Indenture is
unlimited. Additional Securities of any series of Securities authenticated and
delivered under this Indenture may be authenticated and delivered hereunder at
any time, having the same terms as, treated as a single class (for all purposes
under this Indenture) with, and in aggregate principal amounts that exceed the
aggregate principal amount of, such previously authenticated and delivered
Securities. 


          The
Securities may be issued in one or more series. There shall be established in
or pursuant to Board Resolution and, subject to Section 3.3, set forth, or
determined in the manner provided, in an Officers’ Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of Securities
of any series: 


                    (a)     the
title of the Securities of the series (which shall distinguish the Securities
of such series from the Securities of all other series, except to the extent
that additional Securities of an existing series are being issued); 


                    (b)     any
limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon transfer of, or in exchange for, or in lieu
of, other Securities of such series pursuant to Section 3.6, 3.7, 3.8, 4.6 or
12.5); 


                    (c)     the
dates on which or periods during which the Securities of the series may be
issued, and the dates on, or the range of dates within, which the principal of
and premium, if any, on the Securities of such series are or may be payable or
the method by which such date or dates shall be determined or extended; 


10







                    (d)     the
rate or rates at which the Securities of the series shall bear interest, if
any, or the method by which such rate or rates shall be determined, whether
such interest shall be payable in cash or additional Securities of the same
series or shall accrue and increase the aggregate principal amount outstanding
of such series (including if such Securities were originally issued at a
discount), the date or dates from which such interest shall accrue, or the
method by which such date or dates shall be determined, the Interest Payment Dates
on which any such interest shall be payable, and the record dates for the
determination of Holders to whom interest is payable on such Interest Payment
Dates or the method by which such date or dates shall be determined, the right,
if any, to extend or defer interest payments and the duration of such extension
or deferral; 


                    (e)     if
other than U.S. Dollars, the Foreign Currency in which Securities of the series
shall be denominated or in which payment of the principal of, premium, if any,
or interest on the Securities of the series shall be payable and any other
terms concerning such payment; 


                    (f)     if
the amount of payment of principal of, premium, if any, or interest on the
Securities of the series may be determined with reference to an index, formula
or other method including, but not limited to, an index based on a Currency or
Currencies other than that in which the Securities are stated to be payable,
the manner in which such amounts shall be determined; 


                    (g)     if
the principal of, premium, if any, or interest on Securities of the series are
to be payable, at the election of the Corporation or a Holder thereof, in a
Currency other than that in which the Securities are denominated or stated to
be payable without such election, the period or periods within which, and the
terms and conditions upon which, such election may be made and the time and the
manner of determining the exchange rate between the Currency in which the
Securities are denominated or payable without such election and the Currency in
which the Securities are to be paid if such election is made; 


                    (h)     the
place or places, if any, in addition to or instead of the Corporate Trust
Office of the Trustee where the principal of, premium, if any, and interest on
Securities of the series shall be payable, and where Securities of any series
may be presented for registration of transfer, exchange or conversion, and the
place or places where notices and demands to or upon the Corporation in respect
of the Securities of such series may be made; 


                    (i)     the
price or prices at which, the period or periods within which or the date or
dates on 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 Corporation,
if the Corporation is to have that option; 


                    (j)     the
obligation or right, if any, of the Corporation to redeem, purchase or repay
Securities of the series pursuant to any sinking fund, amortization or
analogous provisions or at the option of a Holder thereof and the price or
prices at which, the period or periods within which or the date or dates on
which, the Currency or Currencies in which and the terms and conditions upon
which Securities of the series shall be redeemed, purchased or repaid, in whole
or in part, pursuant to such obligation; 


11







                    (k)     if
other than denominations of $1,000 or any integral multiple thereof, the
denominations in which Securities of the series shall be issuable; 


                    (l)     if
other than the principal amount thereof, the portion of the principal amount of
the Securities of the series which shall be payable upon declaration of acceleration
of the maturity thereof; 


                    (m)   the
guarantors, if any, of the Securities of the series, and the extent of the
guarantees (including provisions relating to seniority, subordination, and the
release of the guarantors), if any, and any additions or changes to permit or
facilitate guarantees of such Securities; 


                    (n)     whether
the Securities of the series are to be issued as Original Issue Discount
Securities and the amount of discount with which such Securities may be issued;



                    (o)     provisions,
if any, for the defeasance of Securities of the series in whole or in part and
any addition or change in the provisions related to satisfaction and discharge;



                    (p)     whether
the Securities of the series are to be issued in whole or in part in the form
of one or more Global Securities and, in such case, the Depositary for such
Global Security or Global Securities and the terms and conditions, if any, upon
which interests in such Global Security or Global Securities may be exchanged
in whole or in part for the Individual Securities represented thereby in
definitive form registered in the name or names of Persons other than such
Depositary or a nominee or nominees thereof (“Individual Securities”); 


                    (q)     the
date as of which any Global Security of the series shall be dated if other than
the original issuance of the first Security of the series to be issued; 


                    (r)     the
form of the Securities of the series; 


                    (s)     if
the Securities of the series are to be convertible into or exchangeable for any
securities or property of any Person (including the Corporation), the terms and
conditions upon which such Securities will be so convertible or exchangeable,
and any additions or changes, if any, to permit or facilitate such conversion
or exchange; 


                    (t)     whether
the Securities of such series are subject to subordination and the terms of
such subordination; 


                    (u)     any
restriction or condition on the transferability of the Securities of such
series; 


                    (v)     any
addition or change in the provisions related to compensation and reimbursement
of the Trustee which applies to Securities of such series; 


                    (w)     any
addition or change in the provisions related to supplemental indentures set
forth in Sections 12.2 and 12.4 which applies to Securities of such series; 


12







                    (x)     provisions,
if any, granting special rights to Holders upon the occurrence of specified
events; 


                    (y)     any
addition to or change in the Events of Default which applies to any Securities
of the series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 7.2 and any addition or change in the provisions
set forth in Article 7 which applies to Securities of the series; 


                    (z)     any
addition to or change in the covenants set forth in Article 5 which applies to
Securities of the series; and 


                    (aa)   any
other terms of the Securities of such series (which terms shall not be
inconsistent with the provisions of the TIA, but may modify, amend, supplement
or delete any of the terms of this Indenture with respect to such series). 


          All
Securities of any one series shall be substantially identical, except as to
denomination and except as may otherwise be provided in or pursuant to the
Board Resolution and set forth, or determined in the manner provided, in the
Officers’ Certificate or established in one or more indentures supplemental
hereto. 


          Section
3.2     Denominations.
In the absence of any specification pursuant to Section 3.1 with respect to
Securities of any series, the Securities of such series shall be issuable only
as Securities in denominations of any integral multiple of $1,000, and shall be
payable only in U.S. Dollars. 


          Section
3.3     Execution,
Authentication, Delivery and Dating. 


                    (a)     The
Securities shall be executed in the name and on behalf of the Corporation by
the manual or facsimile signature of its Chairman of the Board of Directors, its
Chief Executive Officer, President, one of its Vice Presidents or Treasurer. If
the Person whose signature is on a Security no longer holds that office at the
time the Security is authenticated and delivered, the Security shall
nevertheless be valid. 


                    (b)     At
any time and from time to time after the execution and delivery of this
Indenture, the Corporation may deliver Securities of any series executed by the
Corporation to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities and, if required
pursuant to Section 3.1, a supplemental indenture or Company Order setting
forth the terms of the Securities of a series. The Trustee shall thereupon
authenticate and deliver such Securities without any further action by the
Corporation. The Company Order shall specify the amount of Securities to be
authenticated and the date on which the original issue of Securities is to be
authenticated. 


                    (c)     In
authenticating the first Securities of any series and accepting the additional
responsibilities under this Indenture in relation to such Securities the
Trustee shall receive, and (subject to Section 10.2) shall be fully protected
in relying upon an Officers’ Certificate and an Opinion of Counsel, each
prepared in accordance with Section 16.3 stating that the conditions precedent,
if any, provided for in the Indenture have been complied with. 


13







                    (d)     The
Trustee shall have the right to decline to authenticate and deliver the
Securities under this Section 3.3 if the issue of the Securities pursuant to
this Indenture will affect the Trustee’s own rights, duties or immunities under
the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee. 


                    (e)     Each
Security shall be dated the date of its authentication, except as otherwise
provided pursuant to Section 3.1 with respect to the Securities of such series.



                    (f)     Notwithstanding
the provisions of Section 3.1 and of this Section 3.3, if all of the Securities
of any series are not to be originally issued at the same time, then the
documents required to be delivered pursuant to this Section 3.3 must be
delivered only once prior to the authentication and delivery of the first
Security of such series; 


                    (g)     If
the Corporation shall establish pursuant to Section 3.1 that the Securities of
a series are to be issued in whole or in part in the form of one or more Global
Securities, then the Corporation shall execute and the Trustee shall
authenticate and deliver one or more Global Securities that (i) shall represent
an aggregate amount equal to the aggregate principal amount of the outstanding
Securities of such series to be represented by such Global Securities, (ii)
shall be registered, if in registered form, in the name of the Depositary for
such Global Security or Global Securities or the nominee of such Depositary,
(iii) shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary’s instruction and (iv) shall bear a legend substantially to the
following effect: 


	
 

	
 

	
 


	
 

	
“THIS
 SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
 REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF
 THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY
 AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. 

	
 


	
 

	
 

	
 


	
 

	
UNLESS THIS
 CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITARY]
 TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
 PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF [THE NOMINEE
 OF THE DEPOSITARY] OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
 REPRESENTATIVE OF [THE DEPOSITARY] (AND ANY PAYMENT HEREON IS MADE TO [THE
 NOMINEE OF THE DEPOSITARY] OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
 AUTHORIZED REPRESENTATIVE OF [THE DEPOSITARY]), ANY TRANSFER, PLEDGE OR OTHER
 USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
 REGISTERED OWNER HEREOF, [THE NOMINEE OF THE DEPOSITARY], HAS AN INTEREST
 HEREIN. 

	
 


	
 

	
 

	
 


	
 

	
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
 WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR
 BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
 DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
 DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.” 

	
 





14







          The
aggregate principal amount of each Global Security may from time to time be
increased or decreased by adjustments made on the records of the Security
Custodian, as provided in this Indenture. 


                    (h)     Each
Depositary designated pursuant to Section 3.1 for a Global Security in
registered form must, at the time of its designation and at all times while it
serves as such Depositary, be a clearing agency registered under the Exchange
Act and any other applicable statute or regulation. 


                    (i)     Members
of, or participants in, the Depositary (“Members”) shall have no rights under
this Indenture with respect to any Global Security held on their behalf by the
Depositary or by the Security Custodian under such Global Security, and the Depositary
may be treated by the Corporation, the Trustee, the Paying Agent and the
Registrar and any of their agents as the absolute owner of such Global Security
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Corporation, the Trustee, the Paying Agent or the Registrar
or any of their agents from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or impair, as between the
Depositary and its Members, the operation of customary practices of the
Depositary governing the exercise of the rights of an owner of a beneficial
interest in any Global Security. The Holder of a Global Security may grant
proxies and otherwise authorize any Person, including Members and Persons that
may hold interests through Members, to take any action that a Holder is
entitled to take under this Indenture or the Securities. 


                    (j)     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 one of the forms provided for herein duly
executed by the Trustee or by an Authenticating Agent by manual or facsimile
signature of an authorized signatory of the Trustee, 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
3.4     Registrar
and Paying Agent. The Corporation shall maintain an office or agency
where Securities may be presented or surrendered for registration of transfer
or for exchange, and where Securities of any series that are convertible or
exchangeable may be surrendered for conversion or exchange, as applicable
(“Registrar”) and an office or agency where Securities may be presented for
payment (“Paying Agent”). The Registrar shall keep a register of the Securities
and of their transfer and exchange. The Corporation may have one or more
co-registrars and one or more additional paying agents. The term “Paying Agent”
includes any additional paying agent. There may be separate Registrars and
Paying Agents for different series of Securities. 


15







          The
Corporation shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture. The
agreements shall implement the provisions of this Indenture that relate to such
Agent. The Corporation shall notify the Trustee of the name and address of any
such Agent. If the Corporation fails to maintain a Registrar or Paying Agent,
the Trustee shall act as such. 


          The
Corporation initially appoints the Trustee to act as Registrar and Paying
Agent. 


          Section
3.5     Paying
Agent to Hold Money in Trust. Each Paying Agent for any series of
Securities shall hold in trust for the benefit of Holders of Securities of the
same series or the Trustee all money held by the Paying Agent for the payment
of principal of or interest on such Securities and shall notify the Trustee of
any default by the Corporation in making such payment. If the Corporation or a
Subsidiary acts as Paying Agent with respect to a series of Securities, it
shall segregate the money for that series and hold it as a separate trust fund.
The Corporation at any time may require a Paying Agent to pay all money held by
it to the Trustee. Upon doing so the Paying Agent shall have no further
liability for the money. 


          Section
3.6     Transfer
and Exchange. 


                    (a)     Transfer.



	
 

	
 

	
 


	
 

	
                    (1)     Upon
 surrender for registration of transfer of any Security of any series at the
 Registrar the Corporation shall execute, and the Trustee or any
 Authenticating Agent shall authenticate and deliver, in the name of the
 designated transferee, one or more new Securities of the same series for like
 aggregate principal amount of any authorized denomination or denominations.
 The transfer of any Security shall not be valid as against the Corporation or
 the Trustee unless registered at the Registrar at the request of the Holder,
 or at the request of his, her or its attorney duly authorized in writing. 

	
 


	
 

	
 

	
 


	
 

	
                    (2)     Notwithstanding
 any other provision of this Section, unless and until it is exchanged in
 whole or in part for the Individual Securities represented thereby, a Global
 Security representing all or a portion of the Securities of a series may not
 be transferred except as a whole by the Depositary for such series to a
 nominee of such Depositary or by a nominee of such Depositary to such
 Depositary or another nominee of such Depositary or by such Depositary or any
 such nominee to a successor Depositary for such series or a nominee of such
 successor Depositary. 

	
 





                    (b)     Exchange.



	
 

	
 

	
 


	
 

	
                    (1)     At
 the option of the Holder, Securities of any series (other than a Global
 Security, except as set forth below) may be exchanged for other Securities of
 the same series for like aggregate principal amount of any authorized
 denomination or denominations, upon surrender of the Securities to be
 exchanged at the Registrar. 

	
 





16







	
 

	
 

	
 


	
 

	
                    (2)     Whenever
 any Securities are so surrendered for exchange, the Corporation shall
 execute, and the Trustee shall authenticate and deliver, the Securities that
 the Holder making the exchange is entitled to receive. 

	
 





                    (c)     Exchange
of Global Securities for Individual Securities. Except as provided below,
owners of beneficial interests in Global Securities will not be entitled to
receive Individual Securities. 


	
 

	
 

	
 

	
 


	
 

	
                    (1)     Individual
 Securities shall be issued to all owners of beneficial interests in a Global
 Security in exchange for such interests if: (A) at any time the Depositary
 for the Securities of a series notifies the Corporation that it is unwilling
 or unable to continue as Depositary for the Securities of such series or if
 at any time the Depositary for the Securities of such series shall no longer
 be eligible under Section 3.3(h) and, in each case, a successor Depositary is
 not appointed by the Corporation within 90 days of such notice, or (B) the
 Corporation executes and delivers to the Trustee and the Registrar an Officers’
 Certificate stating that such Global Security shall be so exchangeable. 

	
 


	
 

	
 

	
 


	
 

	
                          In
 connection with the exchange of an entire Global Security for Individual
 Securities pursuant to this subsection (c), such Global Security shall be
 deemed to be surrendered to the Trustee for cancellation, and the Corporation
 shall execute, and the Trustee, upon receipt of a Company Order for the
 authentication and delivery of Individual Securities of such series, will
 authenticate and deliver to each beneficial owner identified by the
 Depositary in exchange for its beneficial interest in such Global Security,
 an equal aggregate principal amount of Individual Securities of authorized
 denominations. 

	
 


	
 

	
 

	
 


	
 

	
                    (2)     The
 owner of a beneficial interest in a Global Security will be entitled to
 receive an Individual Security in exchange for such interest if an Event of
 Default has occurred and is continuing. Upon receipt by the Security
 Custodian and Registrar of instructions from the Holder of a Global Security
 directing the Security Custodian and Registrar to (x) issue one or more
 Individual Securities in the amounts specified to the owner of a beneficial
 interest in such Global Security and (y) debit or cause to be debited an equivalent
 amount of beneficial interest in such Global Security, subject to the rules
 and regulations of the Depositary: 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
                  (i)     the
 Security Custodian and Registrar shall notify the Corporation and the Trustee
 of such instructions, identifying the owner and amount of such beneficial
 interest in such Global Security;

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
                  (ii)    the
 Corporation shall promptly execute and the Trustee, upon receipt of a Company
 Order for the authentication and delivery of Individual Securities of such
 series, shall authenticate and deliver to such beneficial owner Individual
 Securities in an equivalent amount to such beneficial interest in such Global
 Security; and

	
 





17







	
 

	
 

	
 

	
 


	
 

	
 

	
                (iii)   the
 Security Custodian and Registrar shall decrease such Global Security by such
 amount in accordance with the foregoing. In the event that the Individual
 Securities are not issued to each such beneficial owner promptly after the
 Registrar has received a request from the Holder of a Global Security to
 issue such Individual Securities, the Corporation expressly acknowledges,
 with respect to the right of any Holder to pursue a remedy pursuant to
 Section 7.5 hereof, the right of any beneficial Holder of Securities to
 pursue such remedy with respect to the portion of the Global Security that
 represents such beneficial Holder’s Securities as if such Individual
 Securities had been issued.

	
 


	
 

	
 

	
 

	
 


	
 

	
                    (3)     If
 specified by the Corporation pursuant to Section 3.1 with respect to a series
 of Securities, the Depositary for such series of Securities may surrender a
 Global Security for such series of Securities in exchange in whole or in part
 for Individual Securities of such series on such terms as are acceptable to the
 Corporation and such Depositary. Thereupon, the Corporation shall execute,
 and the Trustee shall authenticate and deliver, without service charge, 

	
 


	
 

	
 

	
 


	
 

	
 

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

	
 


	
 

	
 

	
 

	
 


	
 

	
 

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

	
 


	
 

	
 

	
 

	
 


	
 

	
                    (4)     In
any exchange provided for in clauses (1) through (3), the Corporation will
 execute and the Trustee will authenticate and deliver Individual Securities
 in registered form in authorized denominations. 

	
 


	
 

	
 

	
 


	
 

	
                    (5)     Upon
the exchange in full of a Global Security for Individual Securities,
 such Global Security shall be canceled by the Trustee. Individual Securities
 issued in exchange for a Global Security pursuant to this Section shall be
 registered in such names and in such authorized denominations as the
 Depositary for such Global Security, pursuant to instructions from its direct
 or indirect participants or otherwise, shall instruct the Trustee. The
 Trustee shall deliver such Securities to the Persons in whose names such
 Securities are so registered. 

	
 





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


18







                    (e)     Every
Security presented or surrendered for registration of transfer, or for exchange
or payment shall (if so required by the Corporation, the Trustee or the
Registrar) be duly endorsed, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Corporation, the Trustee
and the Registrar, duly executed by the Holder thereof or by his, her or its
attorney duly authorized in writing. 


                    (f)     No
service charge will be made for any registration of transfer or exchange of
Securities. The Corporation or the Trustee may require payment of a sum
sufficient to cover any tax, assessment or other governmental charge that may
be imposed in connection with any registration of transfer or exchange of
Securities, other than those expressly provided in this Indenture to be made at
the Corporation’s own expense or without expense or charge to the Holders. 


                    (g)     The
Corporation shall not be required to (i) register, transfer or exchange
Securities of any series during a period beginning at the opening of business
15 days before the day of the transmission of a notice of redemption of
Securities of such series selected for redemption under Section 4.3 and ending
at the close of business on the day of such transmission, or (ii) register,
transfer or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part. 


                    (h)     Prior
to the due presentation for registration of transfer or exchange of any
Security, the Corporation, the Trustee, the Paying Agent, the Registrar, any
co-Registrar or any of their agents may deem and treat the Person in whose name
a Security is registered as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for all purposes whatsoever, and none of the
Corporation, the Trustee, the Paying Agent, the Registrar, any co-Registrar or
any of their agents shall be affected by any notice to the contrary. 


                    (i)     In
case a successor Corporation (“Successor Company”) has executed an indenture
supplemental hereto with the Trustee pursuant to Article 16, any of the
Securities authenticated or delivered pursuant to such transaction may, from
time to time, at the request of the Successor Company, be exchanged for other
Securities executed in the name of the Successor Company with such changes in
phraseology and form as may be appropriate, but otherwise identical to the
Securities surrendered for such exchange and of like principal amount; and the
Trustee, upon Company Order of the Successor Company, shall authenticate and
deliver Securities as specified in such order for the purpose of such exchange.
If Securities shall at any time be authenticated and delivered in any new name
of a Successor Company pursuant to this Section 3.7 in exchange or substitution
for or upon registration of transfer of any Securities, such Successor Company,
at the option of the Holders but without expense to them, shall provide for the
exchange of all Securities at the time outstanding for Securities authenticated
and delivered in such new name. 


                    (j)     Each
Holder of a Security agrees to indemnify the Corporation and the Trustee
against any liability that may result from the transfer, exchange or assignment
of such Holder’s Security in violation of any provision of this Indenture
and/or applicable United States federal or state securities laws. 


19







                    (k)     The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any
Security other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof. 


                    (l)     Neither
the Trustee nor any agent of the Trustee shall have any responsibility for any
actions taken or not taken by the Depositary. 


          Section
3.7     Mutilated,
Destroyed, Lost and Stolen Securities. 


                    (a)     If
(i) any mutilated Security is surrendered to the Trustee at its Corporate Trust
Office or (ii) the Corporation and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security, and there is
delivered to the Corporation and the Trustee security or indemnity satisfactory
to them to save each of them and any Paying Agent harmless, and neither the
Corporation nor the Trustee receives notice that such Security has been
acquired by a protected purchaser, then the Corporation shall execute and upon
Company Order the Trustee shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Security, a new Security
of the same series and of like tenor, form, terms and principal amount, bearing
a number not contemporaneously outstanding, that neither gain nor loss in
interest shall result from such exchange or substitution. 


                    (b)     In
case any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Corporation in its discretion may, instead
of issuing a new Security, pay the amount due on such Security in accordance
with its terms. 


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


                    (d)     Every
new Security of any series issued pursuant to this Section shall constitute an
original additional contractual obligation of the Corporation, whether or not
the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued
hereunder. 


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


20







          Section
3.8     Temporary
Securities. 


                    (a)     Pending
the preparation of definitive Securities of any series, the Corporation may
prepare and the Trustee shall authenticate and deliver, temporary Securities
that are printed, lithographed, typewritten, mimeographed or otherwise
reproduced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, in registered form and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as conclusively
evidenced by their execution of such Securities. Any such temporary Security
may be in global form, representing all or a portion of the outstanding
Securities of such series. Every such temporary Security shall be executed by
the Corporation and shall be authenticated and delivered by the Trustee upon
the same conditions and in substantially the same manner, and with the same
effect, as the definitive Security or Securities in lieu of which it is issued.



                    (b)     If
temporary Securities of any series are issued, the Corporation will cause
definitive Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of such temporary Securities at the office or agency
of the Corporation in a Place of Payment for such series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities
of any series, the Corporation shall execute and the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive
Securities of the same series of authorized denominations and of like tenor.
Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series. 


                    (c)     Upon
any exchange of a portion of a temporary Global Security for a definitive Global
Security or for the individual Securities represented thereby pursuant to this
Section 3.10 or Section 3.7, the temporary Global Security shall be endorsed by
the Trustee to reflect the reduction of the principal amount evidenced thereby,
whereupon the principal amount of such temporary Global Security shall be
reduced for all purposes by the amount so exchanged and endorsed. 


          Section
3.9     Cancellation.
Unless otherwise specified pursuant to Section 3.1 for Securities of any
series, all Securities surrendered for payment, redemption, registration of
transfer or exchange or credit against any sinking fund or otherwise shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
for cancellation and shall be promptly canceled by it and, if surrendered to
the Trustee, shall be promptly canceled by it. The Corporation may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder that the Corporation may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly canceled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. The Trustee shall dispose of all canceled Securities held by
it in accordance with its then customary procedures and deliver a certificate
of such disposal to the Corporation upon its request therefor. 


          Section
3.10     Payment of
Interest; Interest Rights Preserved. Interest on any Security that
is payable and is punctually paid or duly provided for on any Interest Payment
Date shall be paid to the Person in whose name such Security (or one or more
Predecessor Securities) is registered at the close of business on the record
date for such interest notwithstanding the cancellation of such Security upon
any transfer or exchange subsequent to the record date. Payment of interest on
Securities shall be made at the Corporate Trust Office (except as otherwise
specified pursuant to Section 3.1) or, at the option of the Corporation, by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Registrar or, in accordance with arrangements satisfactory to
the Trustee, by wire transfer to an account designated by the Holder. 


21







                    (a)     Any
interest on any Security that is payable but is not punctually paid or duly
provided for on any Interest Payment Date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder on the relevant record date
by virtue of his, her or its having been such a Holder, and such Defaulted
Interest may be paid by the Corporation, at its election in each case, as
provided in clause (1) or (2) below: 


	
 

	
 


	
 

	
                    (1)     The
Corporation may elect to make payment of any Defaulted Interest to the
 Persons in whose names such Securities (or their respective Predecessor
 Securities) are registered at the close of business on a special record date
 for the payment of such Defaulted Interest (a “Special Record Date”), which
 shall be fixed in the following manner. The Corporation shall notify the
 Trustee in writing of the amount of Defaulted Interest proposed to be paid on
 each such Security and the date of the proposed payment, and at the same time
 the Corporation shall deposit with the Trustee an amount of money equal to
 the aggregate amount proposed to be paid in respect of such Defaulted
 Interest or shall make arrangements satisfactory to the Trustee for such
 deposit prior to the date of the proposed payment, such money when deposited
 to be held in trust for the benefit of the Persons entitled to such Defaulted
 Interest as in this clause provided. Thereupon the Trustee shall fix a Special
 Record Date for the payment of such Defaulted Interest which shall be not
 more than 15 calendar days and not less than 10 calendar days prior to the
 date of the proposed payment and not less than 10 calendar days after the
 receipt by the Trustee of the notice of the proposed payment. The Trustee
 shall promptly notify the Corporation of such Special Record Date and, in the
 name and at the expense of the Corporation, shall cause notice of the
 proposed payment of such Defaulted Interest and the Special Record Date
 therefor to be mailed, first-class postage prepaid, to the Holders of such
 Securities at their addresses as they appear in the Registrar, not less than
 10 calendar days prior to such Special Record Date. Notice of the proposed
 payment of such Defaulted Interest and the Special Record Date therefor
 having been mailed as aforesaid, such Defaulted Interest shall be paid to the
 Persons in whose names such Securities (or their respective Predecessor
 Securities) are registered at the close of business on such Special Record
 Date and shall no longer be payable pursuant to the following clause (2). 


	
 

	
 


	
 

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





          Subject
to the provisions set forth herein relating to record dates, each Security
delivered pursuant to any provision of this Indenture in exchange or
substitution for, or upon registration of transfer of, any other Security shall
carry all the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security. 


22







          Section
3.11     Judgments.
The Corporation may provide pursuant to Section 3.1 for Securities of any
series that (a) the obligation, if any, of the Corporation to pay the principal
of and interest on the Securities of any series in the Currency (the
“Designated Currency”) as may be specified pursuant to Section 3.1 is of the
essence and agrees that, to the fullest extent possible under applicable law,
judgments in respect of such Securities shall be given in the Designated
Currency; (b) the obligation of the Corporation to make payments in the
Designated Currency of the principal of and interest on such Securities shall,
notwithstanding any payment in any other Currency (whether pursuant to a
judgment or otherwise), be discharged only to the extent of the amount in the
Designated Currency that the Holder receiving such payment may, in accordance with
normal banking procedures, purchase with the sum paid in such other Currency
(after any premium and cost of exchange) on the business day in the country of
issue of the Designated Currency or in the international banking community (in
the case of a composite currency) immediately following the day on which such
Holder receives such payment; (c) if the amount in the Designated Currency that
may be so purchased for any reason falls short of the amount originally due,
the Corporation shall pay such additional amounts as may be necessary to
compensate for such shortfall; and (d) any obligation of the Corporation not
discharged by such payment shall be due as a separate and independent
obligation and, until discharged as provided herein, shall continue in full
force and effect. 


          Section
3.12     Payment in
Currencies. 


                    (a)     Except
as otherwise specified pursuant to Section 3.1 for Securities of any series,
payment of the principal of and interest on Securities of such series will be
made in U.S. Dollars. 


                    (b)     For
purposes of any provision of the Indenture where the Holders of outstanding
Securities may perform an action that requires that a specified percentage of
the outstanding Securities of all series perform such action and for purposes
of any decision or determination by the Trustee of amounts due and unpaid for
the principal of and interest on the Securities of all series in respect of
which moneys are to be disbursed ratably, the principal of and premium, if any,
and interest on the outstanding Securities denominated in a Foreign Currency
will be the amount in U.S. Dollars based upon exchange rates, determined as
specified pursuant to Section 3.1 for Securities of such series, as of the date
for determining whether the Holders entitled to perform such action have
performed it or as of the date of such decision or determination by the
Trustee, as the case may be. 


                    (c)     Any
decision or determination to be made regarding exchange rates shall be made by
an agent appointed by the Corporation; provided, that such agent shall accept
such appointment in writing and the terms of such appointment shall, in the
opinion of the Corporation at the time of such appointment, require such agent to
make such determination by a method consistent with the method provided
pursuant to Section 3.1 for the making of such decision or determination. All
decisions and determinations of such agent regarding exchange rates shall, in
the absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Corporation, the Trustee and all Holders of the Securities. 


23







          Section
3.13     CUSIP
Numbers. The Corporation in issuing any Securities may use “CUSIP”,
“ISIN” or other similar numbers if then generally in use, and thereafter with
respect to such series, the Trustee may use such numbers in any notice of
redemption or exchange with respect to such series 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. 


          Section
3.14     Computation
of Interest. Except as otherwise specified pursuant to Section 3.1
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
3.15     Securityholders’
List. For each series of Securities, the Trustee shall preserve in a
current form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders of Securities of that series. If the
Trustee is not the Registrar, the Corporation shall furnish or cause to be
furnished to the Trustee the information as is required pursuant to Section
14.3. 


ARTICLE 4.


REDEMPTION


          Section
4.1     Applicability
of this Article. Redemption of Securities (other than pursuant to a
sinking fund, amortization or analogous provision) permitted by the terms of
any series of Securities shall be made (except as otherwise specified pursuant
to Section 3.1 for Securities of any series) in accordance with this Article;
provided, however, that if any such terms of a series of Securities shall
conflict with any provision of this Article, the terms of such series shall
govern. 


          Section
4.2     Selection
of Securities to be Redeemed. 


                    (a)     If
the Corporation shall at any time elect to redeem all or any portion of the
Securities of a series then outstanding, it shall at least 35 days prior to the
Redemption Date fixed by the Corporation (unless a shorter period shall be
satisfactory to the Trustee) notify the Trustee of such Redemption Date and of
the principal amount of Securities to be redeemed, and thereupon the Trustee
shall select, by lot or in such other manner as the Trustee shall deem
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security of such series; provided that the
unredeemed portion of the principal amount of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination)
for such Security. In any case where more than one Security of such series is
registered in the same name, the Trustee may treat the aggregate principal
amount so registered as if it were represented by one Security of such series.
The Trustee shall, as soon as practicable, notify the Corporation in writing of
the Securities and portions of Securities so selected. 


24







                    (b)     For
all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case
of any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security that has been or is to be redeemed. If the
Corporation shall so direct, Securities registered in the name of the
Corporation, any Affiliate or any Subsidiary thereof shall not be included in
the Securities selected for redemption. 


          Section
4.3     Notice of Redemption.
(a) Notice of redemption shall be given by the Corporation or, at the
Corporation’s request, by the Trustee in the name and at the expense of the
Corporation not less than 30 nor more than 60 days prior to the Redemption
Date, to the Holders of Securities of any series to be redeemed in whole or in
part in the manner provided in Section 16.5. Any notice so given shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice. Failure to give such notice, or any defect in such notice
to the Holder of any Security of a series designated for redemption, in whole
or in part, shall not affect the sufficiency of any notice of redemption with
respect to the Holder of any other Security of such series. 


                    (b)     All
notices of redemption shall identify the Securities to be redeemed (including
CUSIP, ISIN or other similar numbers, if available) and shall state: 


	
 

	
 

	
 


	
 

	
               (i)     such
 election by the Corporation to redeem Securities of such series pursuant to
 provisions contained in this Indenture or the terms of the Securities of such
 series or a supplemental indenture establishing such series, if such be the
 case; 

	
 


	
 

	
 

	
 


	
 

	
               (ii)     the
 Redemption Date; 

	
 


	
 

	
 

	
 


	
 

	
               (iii)    the
 Redemption Price; 

	
 


	
 

	
 

	
 


	
 

	
               (iv)    if
 less than all outstanding Securities of any series are to be redeemed, the
 identification (and, in the case of partial redemption, the principal
 amounts) of the Securities of such series to be redeemed; 

	
 


	
 

	
 

	
 


	
 

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

	
 


	
 

	
 

	
 


	
 

	
               (vi)    the
 place or places of payment where such Securities are to be surrendered for
 payment of the Redemption Price; and 

	
 


	
 

	
 

	
 


	
 

	
               (vii)   that
 the redemption is for a sinking fund, if such is the case. 

	
 





          Section
4.4     Deposit of
Redemption Price. On or prior to 11:00 a.m., New York City time, on
the Redemption Date for any Securities, the Corporation shall deposit with the
Trustee or with a Paying Agent an amount of money in the Currency in which such
Securities are denominated (except as provided pursuant to Section 3.1)
sufficient to pay the Redemption Price of such Securities or any portions
thereof that are to be redeemed on that date. 


25







          Section
4.5     Securities
Payable on Redemption Date. Notice of redemption having been given
as aforesaid, any Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price and from and after such date
(unless the Corporation shall Default in the payment of the Redemption Price)
such Securities shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be
paid by the Corporation at the Redemption Price; provided, however, that
(unless otherwise provided pursuant to Section 3.1) installments of interest
that have a Stated Maturity on or prior to the Redemption Date for such
Securities shall be payable according to the terms of such Securities and the
provisions of Section 3.10. 


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


          Section
4.6     Securities
Redeemed in Part. Any Security that is to be redeemed only in part
shall be surrendered at the Corporate Trust Office or such other office or
agency of the Corporation as is specified pursuant to Section 3.1 with, if the
Corporation, the Registrar or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Corporation, the
Registrar and the Trustee duly executed by the Holder thereof or his, her or
its attorney duly authorized in writing, and the Corporation shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series, of
like tenor and form, of any authorized denomination as requested by such Holder
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered; except that if a
Global Security is so surrendered, the Corporation shall execute, and the
Trustee shall authenticate and deliver to the Depositary for such Global
Security, without service charge, a new Global Security in a denomination equal
to and in exchange for the unredeemed portion of the principal of the Global
Security so surrendered. In the case of a Security providing appropriate space
for such notation, at the option of the Holder thereof, the Trustee, in lieu of
delivering a new Security or Securities as aforesaid, may make a notation on
such Security of the payment of the redeemed portion thereof. 


ARTICLE 5.


COVENANTS


          Section
5.1     Payment of
Securities. The Corporation shall duly and punctually pay the
principal of, premium, if any, and interest, if any, on each series of
Securities on the dates and in the manner provided in the Securities and in
this Indenture. To the extent lawful, the Corporation shall pay interest on
overdue principal at the rate borne by the Securities and shall pay interest on
overdue installments of interest at the same rate. 


          Section
5.2     Limitations
on Liens. The Corporation will not, nor will it permit any
Restricted Subsidiary to, create, incur, issue, assume or guarantee any new
Debt if such Debt is secured by a Lien upon any Restricted Property or on the
Capital Stock or Debt of any Restricted Subsidiary, without, in any such case,
effectively providing that the Securities will be secured equally and ratably
with such secured Debt; provided, however, that this restriction will not apply
to: 


26








	
 

	
 

	
 


	
 

	
                    (i)     Liens
existing on the
 date of this Indenture or Liens existing on property, shares of stock or Debt
 of any Person at the time it becomes a Restricted Subsidiary;

	
 


	
 

	
 

	
 


	
 

	
                    (ii)    Any
 Lien existing on property when acquired, constructed or improved and which
 Lien (i) secured or provided for the payment of all
 or any part of the acquisition costs of the property or the cost of
 construction or improvement thereof and (ii) is created prior to, at the same
 time or within one year after, the completion of such acquisition,
 construction or improvement to the property, as the case may be;

	
 


	
 

	
 

	
 


	
 

	
                    (iii)   Liens
 on property of a Person existing at the time such Person is merged into or
 consolidated with the Corporation or a Restricted Subsidiary or at the time
 of a sale, lease or other disposition of the properties of a Person as an
 entirety or substantially as an entirety to the Corporation or a Restricted
 Subsidiary; 

	
 


	
 

	
 

	
 


	
 

	
                    (iv)   Any
 Lien arising by reason of deposits with, or the giving of any form of
 security to, any governmental agency or any body created or approved by law
 or governmental regulation; 

	
 


	
 

	
 

	
 


	
 

	
                    (v)     Liens
 securing Debt of a Restricted Subsidiary owed to the Corporation or another
 Restricted Subsidiary;

	
 


	
 

	
 

	
 


	
 

	
                    (vi)    Liens
 for taxes, fees, assessments or other governmental charges which are not
 delinquent or remain payable without penalty; 

	
 


	
 

	
 

	
 


	
 

	
                    (vii)   Carriers’,
 warehousemen’s, materialmen’s, repairmen’s,
 mechanics’, landlords’ and other similar Liens arising in the ordinary course
 of business which are not delinquent or remain payable without penalty or
 which are being contested in good faith and by appropriate proceedings, which
 proceedings have the effect of preventing the forfeiture or sale of the
 property or assets subject to any such Lien; 

	
 


	
 

	
 

	
 


	
 

	
                    (viii)  Liens
 (other than any Lien imposed by ERISA) consisting of pledges or deposits
 required in the ordinary course of business in connection with workers’
 compensation, unemployment insurance and other social security legislation; 

	
 


	
 

	
 

	
 


	
 

	
                    (ix)     Liens
 on property securing (i) the non-delinquent
 performance of bids, trade contracts (other than for borrowed money), leases,
 statutory obligations, (ii) contingent obligations on surety and appeal
 bonds, and (iii) other non-delinquent obligations of a like nature; in each
 case, incurred in the ordinary course of business, provided that all such
 Liens under this sub-clause (ix) in the aggregate would not (even if
 enforced) cause a material adverse change in, or a material adverse effect
 upon, the operations, business, properties, liabilities (actual or
 contingent), condition (financial or otherwise) or prospects of the
 Corporation and its Subsidiaries taken as a whole; 

	
 





27







	
 

	
 

	
 


	
 

	
                    (x)     Liens
 securing obligations in respect of capital leases on assets subject to such
 leases; provided that such leases are otherwise permitted under Section 5.3
 herein;

	
 


	
 

	
 

	
 


	
 

	
                    (xi)    Liens
 securing reimbursement obligations with respect to letters of credit arising
 by operation of law under Section 5-118(a) of the Uniform Commercial Code; 

	
 


	
 

	
 

	
 


	
 

	
                    (xii)   Liens
 arising solely by virtue of any statutory or common law provision relating to
 banker’s liens, rights of set-off or similar rights and remedies as to
 deposit accounts or other funds maintained with a creditor depository
 institution; provided that (i) such deposit account
 is not a dedicated cash collateral account and is not subject to restrictions
 against access by us in excess of those set forth by regulations promulgated
 by the Board of Governors of the Federal Reserve System of the United States,
 and (ii) such deposit account is not intended by us or any Subsidiary to
 provide collateral to the depository institution; 

	
 


	
 

	
 

	
 


	
 

	
                    (xiii)  Easements,
 right-of-way restrictions and other similar encumbrances incurred in the
 ordinary course of our business which, in the aggregate, are not substantial
 in amount, and which do not in any case materially detract from the value of
 the property subject thereto or interfere with the ordinary course of our and
 our Subsidiaries’ business; and 

	
 


	
 

	
 

	
 


	
 

	
                    (xiv)  Any
 extension, renewal or replacement (or successive extensions, renewals or
 replacements), in whole or in part, of any permitted Lien referred to in this
 Section 5.2 above, inclusive of any Lien existing at the date of this
 Indenture; provided that the obligation secured by such new Lien shall not
 extend beyond the property subject to the existing Lien and be greater in
 amount than the obligations secured by the Lien extended, renewed or replaced
 (plus an amount in respect of reasonable financing fees and related
 transaction costs). 

	
 





          The
Corporation and any Restricted Subsidiary may, without securing the Securities,
create, incur, issue, assume or guarantee secured Debt which would otherwise be
subject to the foregoing restrictions; provided that, if after giving effect to
such Debt, the aggregate of such secured Debt then outstanding (not including
secured Debt permitted under the foregoing exceptions) plus the aggregate
amount of Attributable Debt outstanding of Sale and Leaseback Transactions that
would otherwise be prohibited by Section 5.3 below, does not exceed 15% of
Consolidated Net Tangible Assets. 


          Section
5.3     Limitations on Sale and Leaseback
Transactions. The Corporation will not, and will not permit any Restricted
Subsidiary to, enter into any Sale and Leaseback Transaction with respect to
any Restricted Property, except a lease for a period (including extensions or
renewals at our option or the option of a Restricted Subsidiary) of three years
or less. Notwithstanding the foregoing, the Corporation or any Restricted Subsidiary
may enter into a Sale and Leaseback Transaction if: 


28







	
 

	
 

	
 


	
 

	
                    (i)     The
lease is between the
 Corporation and a Restricted Subsidiary or between Restricted Subsidiaries;

	
 


	
 

	
 

	
 


	
 

	
                    (ii)    The
 Corporation or such Restricted Subsidiary would, at the time of entering into
 such Sale and Leaseback transaction, be entitled pursuant to Section 5.3
 above, to incur Debt secured by a Lien on such Restricted Property involved
 in a principal amount at least equal to the Attributable Debt of such
 transaction without equally and ratably securing the Securities;

	
 


	
 

	
 

	
 


	
 

	
                    (iii)   The
 Corporation or any Restricted Subsidiary, during the six months following the
 effective date of the Sale and Leaseback Transaction, applies an amount equal
 to the greater of the net proceeds of such sale or transfer or the fair value
 of the Restricted Property that the Corporation or our Restricted Subsidiary
 lease in the transaction to the voluntary retirement of the debt securities or
 other Debt of the Corporation or that of any Restricted Subsidiary, provided
 that such Debt (A) ranks pari passu
 or senior to the Securities and (B) has a stated maturity which is either
 more than 12 months from the date of such application or which is extendable
 or renewable at the option of the obligor thereon to a date more than 12
 months from the date of such application; or 

	
 


	
 

	
 

	
 


	
 

	
                    (iv)   The
 Attributable Debt of the Corporation and its Restricted Subsidiaries in
 respect of such Sale and Leaseback Transaction and all other Sale and
 Leaseback Transactions involving Restricted Property (other than Sale and
 Leaseback Transactions as are permitted in clauses (i)
 through (iii) in this Section 5.3), plus the aggregate principal amount of
 Debt secured by Liens on Restricted Property then outstanding that otherwise
 would be prohibited by the covenant described under Section 5.3 above, would
 not exceed 15% of Consolidated Net Tangible Assets. 

	
 





          Section 5.4     Office or Agency for
Certain Purposes. (a) The Corporation will maintain in each Place of
Payment for any series of Securities, if any, an office or agency where
Securities may be presented or surrendered for payment, where Securities of
such series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Corporation in respect of the
Securities and this Indenture may be served. The Corporation will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Corporation shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the
Corporation hereby appoints the Trustee as Paying Agent to receive all
presentations, surrenders, notices and demands. 


29







          (b)     The
Corporation may also from time to time designate different or additional
offices or agencies where the Securities of any series may be presented or
surrendered for any or all such purposes (in or outside of such Place of
Payment), and may from time to time rescind any such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Corporation of its obligations described in the preceding paragraph. The
Corporation will give prompt written notice to the Trustee of any such
additional designation or rescission of designation and of any
change in the location of any such different or additional office or agency.
The Corporation shall enter into an appropriate agency agreement with any
Paying Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Corporation shall
notify the Trustee of the name and address of each such agent. The Corporation
or any Affiliate thereof may act as Paying Agent. 


          Section 5.5     Maintenance of
Corporate Existence. The Corporation will preserve its corporate
existence, but this covenant shall not require the Corporation to continue its
corporate existence in the event of a consolidation or merger of the
Corporation with or into any other corporation in accordance with the provision
of Article 6 hereof as a result of which the Corporation shall lose its
corporate identity, or in the event of a sale or conveyance of all or
substantially all of the property of the Corporation in accordance with the
provisions of said Article 6. The Corporation will punctually pay and discharge,
or cause to be paid and discharged, all taxes, assessments and governmental
charges or levies imposed upon or assessed against it which are material to it
provided, however, that nothing herein contained shall require the Corporation
to pay any such tax, assessment, charge or levy so long as it shall in good
faith contest the validity or the amount of the same by appropriate legal
proceedings and stay any execution thereof. 


          Section
5.6     Provisions as to Paying Agent. (a) If
the Corporation or an Affiliate thereof shall at any time act as Paying Agent
with respect to any series of Securities, then, on or before the date on which
the principal of and premium, if any, or interest on any of the Securities of
that series by their terms or as a result of the calling thereof for redemption
shall become payable, the Corporation or such Affiliate will segregate and hold
in trust for the benefit of the Holders of such Securities or the Trustee a sum
sufficient to pay such principal and premium, if any, or interest which shall
have so become payable until such sums shall be paid to such Holders or
otherwise disposed of as herein provided, and will notify the Trustee of its
action or failure to act in that regard. Upon any proceeding under any federal
bankruptcy laws with respect to the Corporation or any Affiliate thereof, if
the Corporation or such Affiliate is then acting as Paying Agent, the Trustee
shall replace the Corporation or such Affiliate as Paying Agent. 


                    (b)     If
the Corporation shall appoint, and at the time have, a Paying Agent for the
payment of the principal of and premium, if any, or interest on any series of
Securities, then prior to 11:00 a.m., New York City time, on the date on which
the principal of and premium, if any, or interest on any of the Securities of
that series shall become payable as aforesaid, whether by their terms or as a
result of the calling thereof for redemption, the Corporation will deposit with
such Paying Agent a sum sufficient to pay such principal and premium, if any,
or interest, such sum to be held in trust for the benefit of the Holders of
such Securities or the Trustee, and (unless such Paying Agent is the Trustee),
the Corporation or any other obligor of such Securities will promptly notify
the Trustee of its payment or failure to make such payment. 


                    (c)     If
the Paying Agent shall be other than the Trustee, the Corporation will cause
such Paying Agent to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section 5.6, that such Paying Agent shall: 


30







	
 

	
 

	
 


	
 

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

	
 


	
 

	
 

	
 


	
 

	
                    (2)     give
to the Trustee notice of any Default by the Corporation or any other
 obligor upon the Securities of that series in the making of any payment of
 the principal of and premium, if any, or interest on the Securities of that
 series; and

	
 


	
 

	
 

	
 


	
 

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

	
 





                    (d)     Anything
in this Section 5.6 to the contrary notwithstanding, the Corporation may at any
time, for the purpose of obtaining a release, satisfaction or discharge of this
Indenture or for any other reason, pay or cause to be paid to the Trustee all
sums held in trust by the Corporation or by any Paying Agent other than the
Trustee as required by this Section 5.6, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Corporation
or such Paying Agent. 


                    (e)     Any
money deposited with the Trustee or any Paying Agent, or then held by the
Corporation, in trust for the payment of the principal of and premium, if any,
or interest on any Security of any series and remaining unclaimed for two years
after such principal and premium, if any, or interest has become due and
payable shall be paid to the Corporation upon Company Order along with any
interest that has accumulated thereon as a result of such money being invested
at the direction of the Corporation, or (if then held by the Corporation) shall
be discharged from such trust, and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Corporation for payment of
such amounts without interest thereon, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the
Corporation as trustee thereof, shall thereupon cease; provided, however, that
the Trustee or such Paying Agent before being required to make any such
repayment, may at the expense of the Corporation cause to be published once, in
a newspaper published in the English language, customarily published on each
Business Day and of general circulation in The City of New York, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Corporation. 


          Section 5.7     Annual Officers’
Certificate to Trustee. Except as otherwise provided as
contemplated by Section 3.1 with respect to any series of Securities, the
Corporation shall furnish to the Trustee annually, within 120 days after the
end of each fiscal year, a brief certificate from the principal executive
officer, principal financial officer, principal accounting officer or vice
president and treasurer as to his or her knowledge of the Corporation’s
compliance with all conditions and covenants under this Indenture (which
compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture) and, in the event of any
Default, specifying each such Default and the nature and status thereof of
which such person may have knowledge. 


31







ARTICLE 6.


MERGER,
CONSOLIDATION AND SALE OF ASSETS


          Section 6.1     Merger, Consolidation
and Sale of Assets. Except as otherwise provided as contemplated by
Section 3.1 with respect to any series of Securities, the Corporation will not
consolidate with any other entity or accept a merger of any other entity into
the Corporation or permit the Corporation to be merged into any other entity,
or sell other than for cash or lease all or substantially all its assets to
another entity, or purchase all or substantially all the assets of another
entity, unless: (A) in case the Corporation shall consolidate with or merge into
another Person (in a transaction in which the Corporation is not the surviving
Person) or sell, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties and assets to any Person, the Person formed
by such consolidation or into which the Corporation is merged or the Person
which acquires by sale, transfer, conveyance or other disposition, or which
leases, all or substantially all of the properties and assets of the
Corporation shall be a corporation, limited liability company, partnership or
trust, shall be organized and validly existing under the laws of the United
States and shall expressly assume, by an indenture supplemental hereto,
executed and delivered by such Person prior to or simultaneously with such
consolidation, merger, sale or lease, the due and punctual payment of the
principal of and any premium and interest on all the Securities, according to
their tenor, and the due and punctual performance and observance of all other
obligations to the Holders and the Trustee under this Indenture or under the
Securities to be performed or observed by the Corporation; (B) immediately
after giving effect to such transaction, no Event of Default, and no event
which, after notice or lapse of time, or both, would become an Event of
Default, shall have happened and be continuing; and (C) the Corporation will
deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel each
stating that such consolidation, merger, sale, conveyance or transfer and such
supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied
with. 


          Upon
any consolidation with or merger into any other entity, or any sale other than
for cash, or any conveyance or lease of all or substantially all of the assets
of the Corporation in accordance with this Section 6.1, the successor entity
formed by such consolidation or into or with which the Corporation is merged or
to which the Corporation is sold 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 Corporation under this Indenture with the same effect as if
such successor entity had been named as the Corporation 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 from
time to time such entity may exercise each and every right and power of the
Corporation under this Indenture, in the name of the Corporation, or in its own
name; and any act or proceeding by any provision of this Indenture required or
permitted to be done by the Board of Directors or any officer of the
Corporation may be done with like force and effect by the like board or officer
of any entity that shall at the time be the successor of the Corporation
hereunder. In the event of any such sale or conveyance, but not any such lease,
the Corporation (or any successor entity which shall theretofore have become
such in the manner described in this Section 6.1) shall be discharged from all
obligations and covenants under this Indenture and the Securities and may
thereupon be dissolved and liquidated. 


32







ARTICLE 7.


DEFAULTS
AND REMEDIES


          Section
7.1     Events of Default. Except where
otherwise indicated by the context or where the term is otherwise defined for a
specific purpose, the term “Event of Default” as used in this Indenture with
respect to Securities of any series shall mean one of the following described
events unless it is either inapplicable to a particular series or it is
specifically deleted or modified in the manner contemplated in Section 3.1: 


                    (a)     the
failure of the Corporation to pay any installment of
interest on any Security of such series when and as the same shall become
payable, which failure shall have continued unremedied
for a period of 30 days; 


                    (b)     the
failure of the Corporation to pay the principal of (and
premium, if any, on) any Security of such series, when and as the same shall
become payable, whether at Maturity as therein expressed, by call for
redemption (otherwise than pursuant to a sinking fund), by declaration as
authorized by this Indenture or otherwise; 


                    (c)     the
failure of the Corporation to pay a sinking fund installment, if any, when and
as the same shall become payable by the terms of a Security of such series,
which failure shall have continued unremedied for a
period of 30 days; 


                    (d)     the
failure of the Corporation to perform any covenants or agreements contained in
this Indenture (including any indenture supplemental hereto pursuant to which
the Securities of such series were issued as contemplated by Section 3.1)
(other than a covenant or agreement which has been expressly included in this
Indenture solely for the benefit of a series of Securities other than that
series and other than a covenant or agreement a default in the performance of
which is elsewhere in this Section 7.1 specifically addressed), which failure
shall not have been remedied, or without provision deemed to be adequate for
the remedying thereof having been made, for a period of 90 days after written
notice shall have been given to the Corporation by the Trustee or shall have
been given to the Corporation and the Trustee by Holders of 25% or more in
aggregate principal amount of the Securities of such series then Outstanding,
specifying such failure, requiring the Corporation to remedy the same and
stating that such notice is a “Notice of Default” hereunder; 


                    (e)     the
entry by a court having jurisdiction in the premises of a decree or order for
relief in respect of the Corporation in an involuntary case under the federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter
in effect, or appointing a receiver, liquidator, assignee, custodian, trustee
or sequestrator (or similar official) of the
Corporation or of substantially all the property of the Corporation 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 90
consecutive days; 


33







                    (f)     the
commencement by the Corporation of a voluntary case under the federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter
in effect, or the consent by the Corporation to the entry of an order for
relief in an involuntary case under any such law, or the consent by the
Corporation to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian or sequestrator
(or similar official) of the Corporation or of substantially all the property
of the Corporation or the making by it of an assignment for the benefit of
creditors or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the
Corporation in furtherance of any action; or 


                    (g)     the
occurrence of any other Event of Default with respect to
Securities of such series as provided in Section 3.1; 


provided, however, that no event
described in clause (d) or (other than with respect to a payment default) (g)
above shall constitute an Event of Default hereunder until a Responsible
Officer of the Trustee has actual knowledge thereof or until a written notice
of any such event is received by the Trustee at the Corporate Trust Office, and
such notice refers to the facts underlying such event, the Securities
generally, the Corporation and the Indenture. 


          Notwithstanding
the foregoing provisions of this Section 7.1, if the principal, premium, if
any, or interest on any Security is payable in a Currency other than the
Currency of the United States and such Currency is not available to the
Corporation for making payment thereof due to the imposition of exchange
controls or other circumstances beyond the control of the Corporation, the
Corporation will be entitled to satisfy its obligations to Holders of the
Securities by making such payment in the Currency of the United States in an
amount equal to the Currency of the United States equivalent of the amount
payable in such other Currency, as determined by the Corporation’s agent in
accordance with Section 3.12(c) hereof by reference to the noon buying rate in
The City of New York for cable transfers for such Currency (“Exchange Rate”),
as such Exchange Rate is reported or otherwise made available by the Federal
Reserve Bank of New York on the date of such payment, or, if such rate is not
then available, on the basis of the most recently available Exchange Rate.
Notwithstanding the foregoing provisions of this Section 7.1, any payment made
under such circumstances in the Currency of the United States where the
required payment is in a Currency other than the Currency of the United States
will not constitute an Event of Default under this Indenture. 


          Section 7.2     Acceleration.



                    (a)     Except
as otherwise provided as contemplated by Section 3.1 with respect to any series
of Securities, if any one or more of the above-described Events of Default
(other than an Event of Default specified in Section 7.1(e) or 7.1(f)) shall
happen with respect to Securities of any series at the time outstanding, then,
and in each and every such case, during the continuance of any such Event of
Default, the Trustee or the Holders of 25% or more in principal amount of the
Securities of such series then outstanding may declare the principal (or, if
the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that
series) of and all accrued but unpaid interest on all the Securities of such
series then Outstanding to be due and payable immediately by a notice in
writing to the Corporation (and to the Trustee if given by Holders), and upon
any such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section
7.01(e) or 7.01(f) occurs and is continuing, then in every such case, the
principal amount of all of the Securities of that series then outstanding shall
automatically, and without any declaration or any other action on the part of
the Trustee or any Holder, become due and payable immediately. Upon payment of
such amounts in the Currency in which such Securities are denominated (subject
to Section 7.1 and except as otherwise provided pursuant to Section 3.1), all
obligations of the Corporation in respect of the payment of principal of and
interest on the Securities of such series shall terminate. 


34







                    (b)     The
provisions of Section 7.2(a), however, are subject to the condition that, at
any time after the principal of all the Securities of such series, to which any
one or more of the above-described Events of Default is applicable, shall have
been so declared to be due and payable, and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter
provided in this Article, the Event of Default giving rise to such declaration
of acceleration shall, without further act, be deemed to have been waived, and
such declaration and its consequences shall, without further act, be deemed to
have been rescinded and annulled, if: 


	
 

	
 

	
 

	
 


	
 

	
                    (1)     the
Corporation has paid or deposited with the Trustee or Paying Agent a sum
 in the Currency in which such Securities are denominated (subject to Section
 7.1 and except as otherwise provided pursuant to Section 3.1) sufficient to
 pay: 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
               (A)     all
 amounts owing the Trustee and any predecessor trustee hereunder under Section
 11.1(a) (provided, however, that all sums payable under this clause (A) shall
 be paid in U.S. Dollars); 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
               (B)     all
 arrears of interest, if any, upon all the Securities of such series (with
 interest, to the extent that interest thereon shall be legally enforceable,
 on any overdue installment of interest at the rate borne by such Securities
 at the rate or rates prescribed therefor in such
 Securities); and 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
               (C)     the
 principal of any Securities of such series that have become due otherwise
 than by such declaration of acceleration and interest thereon; 

	
 


	
 

	
 

	
 

	
 


	
 

	
                    (2)     every
other Default and Event of Default with respect to Securities of that
 series, other than the non-payment of the principal of Securities of that
 series which have become due solely by such declaration of acceleration, have
 been cured or waived as provided in Section 7.4. 

	
 





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


35







                    (d)     For
all purposes under this Indenture, if a portion of the principal of any
Original Issue Discount Securities shall have been accelerated and declared due
and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed,
for all purposes hereunder, to be such portion of the principal thereof as
shall be due and payable as a result of such acceleration, and payment of such
portion of the principal thereof as shall be due and payable as a result of
such acceleration, together with interest, if any, thereon and all other
amounts owing thereunder, shall constitute payment in
full of such Original Issue Discount Securities. 


          Section
7.3     Other Remedies. If the Corporation
shall fail for a period of 30 days to pay any installment of interest on the
Securities of any series or shall fail to pay the principal, or premium, if
any, on any of the Securities of such series when and as the same shall become
due and payable, whether at Maturity, or by call for redemption (other than
pursuant to the sinking fund), by declaration as authorized by this Indenture,
or otherwise, or shall fail for a period of 30 days to make any required
sinking fund payment as to a series of Securities, then, upon demand of the
Trustee, the Corporation will pay to the Paying Agent for the benefit of the
Holders of Securities of such series then outstanding the whole amount which
then shall have become due and payable on all the Securities of such series,
with interest on the overdue principal (and premium, if any) and (so far as the
same may be legally enforceable) on the overdue installments of interest at the
rate borne by the Securities of such series, and all amounts owing the Trustee
and any predecessor trustee hereunder under Section 10.1(a). 


          In
case the Corporation 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 proceeding at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Corporation or any other obligor upon the
Securities of such series, and collect the moneys adjudged or decreed to be
payable out of the property of the Corporation or any other obligor upon the
Securities of such series, wherever situated, in the manner provided by law.
Every recovery of judgment in any such action or other proceeding, subject to
the payment to the Trustee of all amounts owing the Trustee and any predecessor
trustee hereunder under Section 10.1, shall be for the ratable benefit of the
Holders of such series of Securities which shall be the subject of such action
or proceeding. All rights of action upon or under any of the Securities or this
Indenture may be enforced by the Trustee without the possession of any of the
Securities and without the production of any thereof at any trial or any
proceeding relative thereto. 


          Section 7.4     Control by
Securityholders; Waiver of Past Defaults. The
Holders of a majority in principal amount of the Securities of any series at
the time outstanding may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee hereunder, or of exercising
any trust or power hereby conferred upon the Trustee with respect to the Securities
of such series, provided, however, that, subject to the provisions of Section
10.1 and 10.2, the Trustee shall have the right to decline to follow any such
direction if the Trustee being advised by counsel determines that the action so
directed may not lawfully be taken or would be unduly prejudicial to Holders
not joining in such direction or would involve the Trustee in personal
liability. Prior to any declaration accelerating the Maturity of the Securities
of any series, the Holders of a majority in aggregate principal amount of such
series of Securities at the time outstanding may on behalf of the Holders of
all of the Securities of such series waive any past Default or Event of Default
hereunder and its consequences except a Default in the payment of interest or
the principal of the Securities of such series. Upon any such waiver the Corporation,
the Trustee and the Holders of the Securities of such series shall be restored
to their former positions and rights hereunder, respectively; but no such
waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereon. Whenever any Default or Event of Default
hereunder shall have been waived as permitted by this Section 7.4, said Default
or Event of Default shall for all purposes of the Securities of such series and
this Indenture be deemed to have been cured and to be not continuing. 


36







          Section 7.5     Limitation on Suits.
No Holder of any Security of any series shall have any right to institute any
action, suit or proceeding at law or in equity for the execution of any trust
hereunder or for the appointment of a receiver or for any other remedy
hereunder, in each case with respect to an Event of Default with respect to
such series of Securities, unless such Holder previously shall have given to
the Trustee written notice of one or more of the Events of Default herein
specified with respect to such series of Securities, and unless also the
Holders of 25% in principal amount of the Securities of such series then
outstanding shall have requested the Trustee in writing to take action in
respect of the matter complained of, and unless also there shall have been
offered to the Trustee security and indemnity satisfactory to it against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after receipt of such notification, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit
or proceeding; and such notification, request and offer of indemnity are hereby
declared in every such case to be conditions precedent to any such action, suit
or proceeding by any Holder of any Security of such series; it being understood
and intended that no one or more of the Holders of Securities of such series
shall have any right in any manner whatsoever by his, her, its or their action
to enforce any right hereunder, except in the manner herein provided, and that
every action, suit or proceeding at law or in equity shall be instituted, had
and maintained in the manner herein provided and for the equal benefit of all
Holders of the outstanding Securities of such series; provided, however, that
nothing in this Indenture or in the Securities of such series shall affect or
impair the obligation of the Corporation, which is absolute and unconditional,
to pay the principal of, premium, if any, and interest on the Securities of
such series to the respective Holders of such Securities at the respective due
dates in such Securities stated, or affect or impair the right, which is also
absolute and unconditional, of such Holders to institute suit to enforce the
payment thereof. 


          Section 7.6     Trustee as
Attorney-in-Fact. The Trustee is hereby appointed, and each and
every Holder of the Securities, by receiving and holding the same, shall be
conclusively deemed to have appointed the Trustee, the true and lawful
attorney-in-fact of such Holder, with authority to make or file (whether or not
the Corporation shall be in Default in respect of the payment of the principal
of, or interest on, any of the Securities), in its own name and as trustee of
an express trust or otherwise as it shall deem advisable, in any receivership,
insolvency, liquidation, bankruptcy, reorganization or other judicial
proceeding relative to the Corporation or any other obligor upon the Securities
or to their respective creditors or property, any and all claims, proofs of
claim, proofs of debt, petitions, consents, other papers and documents and
amendments of any thereof, as may be necessary or advisable in order to have
the claims of the Trustee and any predecessor trustee hereunder and of the
Holders of the Securities allowed in any such proceeding and to collect and receive
any moneys or other property payable or deliverable on any such claim, and to
execute and deliver any and all other papers and documents and to do and
perform any and all other acts and things, as it may deem necessary or
advisable in order to enforce in any such proceeding any of the claims of the
Trustee and any predecessor trustee hereunder and of any of such Holders in
respect of any of the Securities; and any receiver, assignee, trustee,
custodian or debtor in any such proceeding is hereby authorized, and each and
every taker or Holder of the Securities, by receiving and holding the same,
shall be conclusively deemed to have authorized any such receiver, assignee,
trustee, custodian or debtor, to make any such payment or delivery only to or on
the order of the Trustee, and to pay to the Trustee any amount due it and any
predecessor trustee hereunder under Section 10.1(a); provided, however, that
nothing herein contained shall be deemed to authorize or empower the Trustee to
consent to or accept or adopt, on behalf of any Holder of Securities, any plan
of reorganization or readjustment affecting the Securities or the rights of any
Holder thereof, or to authorize or empower the Trustee to vote in respect of
the claim of any Holder of any Securities in any such proceeding. 


37







          Section
7.7     Priorities. Any moneys or properties
collected by the Trustee with respect to a series of Securities under this
Article 7 shall be applied in the order following, at the date or dates fixed
by the Trustee for the distribution of such moneys or properties and, in the
case of the distribution of such moneys or properties on account of the
Securities of any series, upon presentation of the Securities of such series,
and stamping thereon the payment, if only partially paid, and upon surrender
thereof, if fully paid: 


	
 

	
 


	
 

	
          First:
 To the payment of all amounts due to the Trustee and any predecessor trustee
 hereunder under 
Section 10.1(a). 


	
 

	
 


	
 

	
          Second:
 In case the principal of the outstanding Securities of such series shall not
 have become due and be unpaid, to the payment of interest on the Securities
 of such series, in the chronological 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 rate borne by such Securities, such payments to be made
 ratably to the Persons entitled thereto. 


	
 

	
 


	
 

	
          Third:
 In case the principal of the outstanding Securities of such series 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
 interest, with interest on the overdue principal and (to the extent that such
 interest has been collected by the Trustee) upon overdue installments of
 interest at the rate borne by the Securities of such series, and in case such
 moneys shall be insufficient to pay in full the whole amounts so due and
 unpaid upon the Securities of such series, then to the payment of such
 principal and interest without preference or priority of principal and
 premium, if any, over interest, or of interest over principal or of any
 installment of interest over any other installment of interest, or of any
 Security of such series over any other Security of such series, ratably to
 the aggregate of such principal and accrued and unpaid interest. 





          Any
surplus then remaining shall be paid to the Corporation or as directed by a
court of competent jurisdiction. 


38







          Section 7.8     Undertaking for Costs.
All parties to this Indenture and each Holder of any Security, by such Holder’s
acceptance thereof, shall be deemed to have agreed that any court may in its
discretion require, in any action, suit or proceeding for the enforcement of
any right or remedy under this Indenture, or in any action, suit or proceeding
against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such action, suit or proceeding of an
undertaking to pay the costs of such action, suit or proceeding, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such action, suit
or proceeding, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided, however, that the provisions of
this Section 7.8 shall not apply to any action, suit or proceeding instituted
by the Trustee, to any action, suit or proceeding instituted by any one or more
Holders of Securities holding in the aggregate more than 10% in principal
amount of the Securities of any series outstanding, or to any action, suit or
proceeding instituted by any Holder of Securities of any series for the
enforcement of the payment of the principal of or premium, if any, or the
interest on, any of the Securities of such series, on or after the respective
due dates expressed in such Securities. 


          Section
7.9     Remedies Cumulative. No remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities of any
series is intended to be exclusive of any other remedy or remedies, and each
and every remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity or by
statute. No delay or omission of the Trustee or of any Holder of the Securities
of any series to exercise any right or power accruing upon any Default or Event
of Default shall impair any such right or power or shall be construed to be a
waiver of any such Default or Event of Default or an acquiescence therein; and
every power and remedy given by this Article 7 to the Trustee and to the
Holders of Securities of any series, respectively, may be exercised from time
to time and as often as may be deemed expedient by the Trustee or by the
Holders of Securities of such series, as the case may be. In case the Trustee
or any Holder of Securities of any series shall have proceeded to enforce any
right under this Indenture and the proceedings for the enforcement thereof
shall have been discontinued or abandoned because of waiver or for any other
reason or shall have been adjudicated adversely to the Trustee or to such
Holder of Securities, then and in every such case the Corporation, the Trustee
and the Holders of the Securities of such series shall severally and
respectively be restored to their former positions and rights hereunder, and
thereafter all rights, remedies and powers of the Trustee and the Holders of
the Securities of such series shall continue as though no such proceedings had
been taken, except as to any matters so waived or adjudicated. 


ARTICLE 8.


CONCERNING
THE SECURITYHOLDERS


          Section 8.1     Evidence of Action of
Securityholders. Whenever in this Indenture it
is provided that the Holders of a specified percentage or a majority in
aggregate principal amount of the Securities or of any series of Securities 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 percentage
or majority have joined therein may be evidenced by (a) any instrument or any
number of instruments of similar tenor executed by Securityholders
in person, by an agent or by a proxy appointed in writing, including through an
electronic system for tabulating consents operated by the Depositary for such
series or otherwise (such action becoming effective, except as herein otherwise
expressly provided, when such instruments or evidence of electronic consents
are delivered to the Trustee and, where it is hereby expressly required, to the
Corporation), 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 8, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Securityholders. 


39







          Section 8.2     Proof of Execution or
Holding of Securities. Proof of the execution of any instrument by a
Securityholder or his, her or its agent or proxy and
proof of the holding by any Person of any of the Securities shall be sufficient
if made in the following manner: 


                    (a)     The
fact and date of the execution by any Person of any such instrument may be
proved (i) by the certificate of any notary public or
other officer in any jurisdiction who, by the laws thereof, has power to take
acknowledgments or proof of deeds to be recorded within such jurisdiction, that
the Person who signed such instrument did acknowledge before such notary public
or other officer the execution thereof, or (ii) by the affidavit of a witness
of such execution sworn to before any such notary or other officer. Where such
execution is by a Person acting in other than his or her individual capacity,
such certificate or affidavit shall also constitute sufficient proof of his or
her authority. 


                    (b)     The
ownership of Securities of any series shall be proved by the Registrar of such
Securities or by a certificate of the Registrar for such series. 


                    (c)     The
record of any Holders’ meeting shall be proved in the manner provided in
Section 9.6. 


                    (d)     The
Trustee may require such additional proof of any matter referred to in this
Section 8.2 as it shall deem appropriate or necessary, so long as the request
is a reasonable one. 


                    (e)     If
the Corporation shall solicit from the Holders of Securities of any series any
action, the Corporation may, at its option fix in advance a record date for the
determination of Holders of Securities entitled to take such action, but the
Corporation shall have no obligation to do so. Any such record date shall be
fixed at the Corporation’s discretion. If such a record date is fixed, such
action may be sought or given before or after the record date, but only the
Holders of Securities of record at the close of business on such record date
shall be deemed to be Holders of Securities for the purpose of determining
whether Holders of the requisite proportion of outstanding Securities of such
series have authorized or agreed or consented to such action, and for that
purpose the outstanding Securities of such series shall be computed as of such
record date. 


          Section
8.3     Persons Deemed Owners. 


                    (a)     The
Corporation, the Trustee and any agent of the Corporation or the Trustee may
treat the Person in whose name any Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and interest, if
any, on, such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Corporation, the Trustee nor any
agent of the Corporation or the Trustee shall be affected by notice to the
contrary. All payments made to any Holder, or upon
his, her or its order, shall be valid, and, to the extent of the sum or sums
paid, effectual to satisfy and discharge the liability for moneys payable upon
such Security. 


40







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


          Section 8.4     Effect of Consents.
After an amendment, supplement, waiver or other action becomes effective as to
any series of Securities, a consent to it by a Holder of such series of
Securities is a continuing consent conclusive and binding upon such Holder and
every subsequent Holder of the same Securities or portion thereof, and of any
Security issued upon the transfer thereof or in exchange therefor
or in place thereof, even if notation of the consent is not made on any such
Security. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder. 


ARTICLE 9.


SECURITYHOLDERS’
MEETINGS


          Section
9.1     Purposes of Meetings. A meeting of Securityholders of any or all series may be called at any
time and from time to time pursuant to the provisions of this Article 9 for any
of the following purposes: 


                    (a)     to
give any notice to the Corporation or to the Trustee, or to give any directions
to the Trustee, or to consent to the waiving of any Default or Event of Default
hereunder and its consequences, or to take any other action authorized to be
taken by Securityholders pursuant to any of the
provisions of Article 8; 


                    (b)     to
remove the Trustee and nominate a successor trustee
pursuant to the provisions of Article 10; 


                    (c)     to
consent to the execution of an Indenture or of indentures
supplemental hereto pursuant to the provisions of Section 12.2; or 


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


          Section 9.2     Call of Meetings by
Trustee. The Trustee may at any time call a meeting of all Securityholders of all series that may be affected by the
action proposed to be taken, to take any action specified in Section 9.1, to be
held at such time and at such place as the Trustee shall determine. Notice of
every meeting of the Securityholders of a series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be mailed to Holders of
Securities of such series at their addresses as they shall appear on the
Registrar of the Corporation. Such notice shall be mailed not less than 20 nor more than 90 days prior to the date fixed for the
meeting. 


41







          Section 9.3     Call of Meetings by
Corporation or Securityholders. In case at
any time the Corporation or the Holders of at least 10% in aggregate principal
amount of the Securities of a series (or of all series, as the case may be)
then outstanding that may be affected by the action proposed to be taken, shall
have requested the Trustee to call a meeting of Securityholders
of such series (or of all series), by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within 20 days after
receipt of such request, then the Corporation or such Securityholders
may determine the time and the place for such meeting and may call such meeting
to take any action authorized in Section 9.1, by mailing notice thereof as
provided in Section 9.2. 


          Section
9.4     Qualifications for Voting. To be
entitled to vote at any meeting of Securityholders, a
Person shall (a) be a Holder of one or more Securities affected by the action
proposed to be taken at the meeting or (b) be a Person appointed by an
instrument in writing as proxy by a Holder of one or more such Securities. The
only Persons who shall be entitled to be present or to speak at any meeting of 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 Corporation and its counsel. 


          Section 9.5     Regulation of Meetings.



                    (a)     Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of 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 deem fit. 


                    (b)     The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Corporation or by Securityholders as provided in Section 9.3, in which case
the Corporation or the Securityholders calling the
meeting, as the case may be, shall in like manner appoint a temporary chair. A
permanent chairman and a permanent secretary of the meeting shall be elected by
majority vote of the meeting. 


                    (c)     At
any meeting of Securityholders of a series, each Securityholder of such series of such Securityholder’s
proxy shall be entitled to one vote for each $1,000 principal amount of
Securities of such series outstanding 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
to be not outstanding. The chairman of the meeting shall have no right to vote
other than by virtue of Securities of such series held by him or her or instruments
in writing as aforesaid duly designating him or her as the Person to vote on
behalf of other Securityholders. At any meeting of
the Securityholders duly called pursuant to the
provisions of Section 9.2 or 9.3 the presence of Persons holding or representing
Securities in an aggregate principal amount sufficient to take action upon the
business for the transaction of which such meeting was called shall be
necessary to constitute a quorum, and any such meeting may be adjourned from
time to time by a majority of those present, whether or not constituting a
quorum, and the meeting may be held as so adjourned without further notice. 


42







          Section 9.6     Voting. The
vote upon any resolution submitted to any meeting of Securityholders
of a series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts of the Securities of such
series held or represented by them. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at
the meeting. A record in duplicate of the proceedings of each meeting of 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 9.2. The record shall show the principal amounts of the Securities voting
in favor of or against any resolution. The record shall be signed and verified
by the affidavits of the permanent chairman and secretary of the meeting and
one of the duplicates shall be delivered to the Corporation and the other to
the Trustee to be preserved by the Trustee. 


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


          Section
9.7     No Delay of Rights by Meeting. Nothing
contained in this Article 9 shall be deemed or construed to authorize or
permit, by reason of any call of a meeting of Securityholders
of any series or any rights expressly or impliedly conferred hereunder to make
such call, any hindrance or delay in the exercise of any right or rights
conferred upon or reserved to the Trustee or to the Securityholders
of such series under any of the provisions of this Indenture or of the
Securities of such series. 


ARTICLE 10.


TRUSTEE


          Section
10.1    Rights of Trustees; Compensation and Indemnity.
The Trustee accepts the trusts created by this Indenture upon the terms and
conditions hereof, including the following, to all of which the parties hereto
and the Holders from time to time of the Securities agree: 


                    (a)     The
Trustee shall be entitled to such compensation as the Corporation and the
Trustee shall from time to time agree in writing for all services rendered by
it hereunder (including in any agent capacity in which it acts). The
compensation of the Trustee shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust. The Corporation
shall reimburse the Trustee promptly upon its request for all reasonable
out-of-pocket expenses, disbursements and advances incurred or made by the
Trustee (including the reasonable expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its own negligence, bad faith or willful misconduct. 


43







          The
Corporation also agrees to indemnify each of the Trustee and any predecessor
Trustee hereunder for, and to hold it harmless against, any and all loss,
liability, damage, claim, or expense incurred without its own negligence, bad
faith or willful misconduct, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder and the
performance of its duties (including in any agent capacity in which it acts),
as well as the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder, except those attributable to its own negligence, willful
misconduct or bad faith. The Trustee shall notify the Corporation promptly of
any claim of which it may seek indemnity. The Corporation shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may have one
separate counsel of its selection and the Corporation shall pay the reasonable
fees and expenses of such counsel. The Corporation need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld. 


          As
security for the performance of the obligations of the Corporation under this
Section 10.1(a), the Trustee shall have a lien upon all property and funds held
or collected by the Trustee as such, except funds held in trust by the Trustee
to pay principal of and interest on any Securities. Notwithstanding any
provisions of this Indenture to the contrary, the obligations of the
Corporation to compensate and indemnify the Trustee under this Section 10.1(a)
shall survive the resignation or removal of the Trustee, the termination of
this Indenture and any satisfaction and discharge under Article 11. When the
Trustee incurs expenses or renders services after an Event of Default specified
in clause (4) or (5) of Section 7.1 occurs, the expenses and compensation for
the services are intended to constitute expenses of administration under any
applicable federal or state bankruptcy, insolvency or similar laws. 


                    (b)     The
Trustee may execute any of the trusts or powers hereof and perform any duty
hereunder either directly or by its agents and attorneys and shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder. 


                    (c)     The
Trustee shall not be responsible in any manner whatsoever for the correctness
of the recitals herein or in the Securities (except its certificates of
authentication thereon) contained, all of which are made solely by the
Corporation; and the Trustee shall not be responsible or accountable in any
manner whatsoever for or with respect to the validity or execution or
sufficiency of this Indenture or of the Securities (except its certificates of
authentication thereon), and the Trustee makes no representation with respect
thereto, except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder and that the statements made by it in a Statement of
Eligibility on Form T-1 supplied to the Corporation are true and accurate,
subject to the qualifications set forth therein. The Trustee shall not be
accountable for the use or application by the Corporation of any Securities, or
the proceeds of any Securities, authenticated and delivered by the Trustee in
conformity with the provisions of this Indenture. 


                    (d)     The
Trustee may consult with counsel of its selection, and, to the extent permitted
by Section 10.2, any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by the
Trustee hereunder in good faith and in accordance with such Opinion of Counsel.



44







                    (e)     The
Trustee, to the extent permitted by Section 10.2, may rely upon the certificate
of the Secretary or one of the Assistant Secretaries of the Corporation as to
the adoption of any Board Resolution or resolution of the stockholders of the
Corporation, and any request, direction, order or demand of the Corporation
mentioned herein shall be sufficiently evidenced by, and whenever in the
administration of this Indenture the Trustee shall deem it desirable that a
matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee may rely upon, an Officers’ Certificate of the
Corporation (unless other evidence in respect thereof be herein specifically
prescribed). 


                    (f)     Subject
to Section 10.4, the Trustee or any agent of the Trustee, in its individual or
any other capacity, may become the owner or pledgee
of Securities and, subject to Sections 310(b) and 311 of the TIA, may otherwise
deal with the Corporation with the same rights it would have had if it were not
the Trustee or such agent. 


                    (g)     Money
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed
in writing with the Corporation. 


                    (h)     Any
action taken by the Trustee pursuant to any provision hereof at the request or
with the consent of any Person who at the time is the Holder of any Security
shall be conclusive and binding in respect of such Security upon all future
Holders thereof or of any Security or Securities which may be issued for or in
lieu thereof in whole or in part, whether or not such Security shall have noted
thereon the fact that such request or consent had been made or given. 


                    (i)     Subject
to the provisions
of Section 10.2, 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, approval, bond,
debenture or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties. 


                    (j)     Subject
to the provisions of Section 10.2, the Trustee shall not be under any
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 Holders of the
Securities, pursuant to any provision of this Indenture, unless one or more of
the Holders of the Securities shall have offered to the Trustee security or
indemnity satisfactory to it against the costs, expenses and liabilities which
may be incurred by it therein or thereby. 


                    (k)     Subject
to the provisions of Section 10.2, the Trustee shall not be liable for any
action taken or omitted by it in good faith and believed by it to be authorized
or within its discretion or within the rights or powers conferred upon it by
this Indenture. 


                    (l)     Except
with respect to Section 5.1, the Trustee shall have no duty to inquire as to
the performance of the Corporation with respect to the covenants contained in
Article 5. In addition, the Trustee shall not be deemed to have knowledge of an
Event of Default except (i) any Default or Event of
Default occurring pursuant to Sections 5.1, 7.1(a), 7.1(b) or 7.1(c) or (ii)
any Default or Event of Default of which the Trustee shall have received
written notification or obtained actual knowledge. 


45







                    (m)    Subject
to the provisions of the first paragraph of Section 10.2, 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, other evidence of
indebtedness or other paper or document, but the Trustee, may, but shall not be
required to, make further inquiry or investigation into such facts or matters
as it may see fit. 


                    (n)     The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder. 


          Section
10.2     Duties of Trustee. 


                    (a)     If
one or more of the Events of Default specified in Section 7.1 with respect to
the Securities of any series shall have happened, then, during the continuance
thereof, the Trustee shall, with respect to such Securities, exercise such of
the rights and powers vested in it by this Indenture, and shall use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of such person’s own affairs. 


                    (b)     None
of the provisions of this Indenture shall be construed as relieving the Trustee
from liability for its own negligent action, negligent failure to act, or its
own willful misconduct, except that, anything in this Indenture contained to
the contrary notwithstanding, 


	
 

	
 

	
 

	
 


	
 

	
                    (1)    unless
and until an Event of Default specified in Section 7.1 with respect to
 the Securities of any series shall have happened which at the time is
 continuing,

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
               (i)     the
Trustee undertakes to
 perform such duties and only such duties with respect to the Securities of
 that series as are specifically set out in this Indenture, and no implied
 covenants or obligations shall be read into this Indenture against the
 Trustee, whose duties and obligations shall be determined solely by the
 express provisions of this Indenture; and

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
               (ii)    the
 Trustee may conclusively rely, as to the truth of the statements and the
 correctness of the opinions expressed therein, in the absence of bad faith on
 the part of the Trustee, upon certificates and opinions furnished to it
 pursuant to the express provisions of this Indenture; but in the case of any
 such certificates or opinions which, by the provisions of this Indenture, 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, statements, opinions or
 conclusions stated therein);

	
 





46







	
 

	
 

	
 

	
 


	
 

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

	
 


	
 

	
 

	
 

	
 


	
 

	
                    (3)
 the Trustee shall not be liable to any Holder of Securities or to any other
 Person with respect to any action taken or omitted to be taken by it in good
 faith, in accordance with the direction of Securityholders
 given as provided in Section 7.4, relating to the time, method and place of
 conducting any proceeding for any remedy available to it or exercising any
 trust or power conferred upon it by this Indenture.

	
 





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


                    (d)     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 10.2. 


          Section 10.3     Notice of Defaults.
Within 90 days after the occurrence thereof, and if known to the Trustee, the
Trustee shall give to the Holders of the Securities of a series notice of each
Default or Event of Default with respect to the Securities of such series known
to the Trustee, by transmitting such notice to Holders at their addresses as
the same shall then appear on the Registrar of the Corporation, unless such
Default shall have been cured or waived before the giving of such notice (the
term “Default” being hereby defined to be the events specified in Section 7.1,
which are, or after notice or lapse of time or both would become, Events of
Default as defined in said Section). Except in the case of a Default or Event
of Default in payment of the principal of or interest on any of the Securities
of such series when and as the same shall become payable, or to make any
sinking fund payment as to Securities of the same series, the Trustee shall be
protected in withholding such notice, if and so long as a Responsible Officer
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. 


          Section 10.4     Eligibility;
Disqualification. 


                    (a)     The
Trustee shall at all times satisfy the requirements of TIA Section 310(a). The
Trustee shall have a combined capital and surplus of at least $50 million as
set forth in its most recent published annual report of condition, and shall
have a Corporate Trust Office. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 10.4, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article. 


47







                    (b)     The
Trustee shall comply with TIA Section 310(b); provided, however, that there
shall be excluded from the operation of TIA Section 310(b)(i) any indenture or indentures under which other securities
or certificates of interest or participation in other securities of the
Corporation are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(i) are met. If the Trustee has or
shall acquire a conflicting interest within the meaning of Section 310(b) of
the TIA, the Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions of, the TIA
and this Indenture. If Section 310(b) of the TIA is amended any time after the
date of this Indenture to change the circumstances under which a Trustee shall
be deemed to have a conflicting interest with respect to the Securities of any
series or to change any of the definitions in connection therewith, this
Section 10.4 shall be automatically amended to incorporate such changes. 


          Section
10.5     Registration
and Notice; Removal. The Trustee, or any successor to it hereafter
appointed, may at any time resign and be discharged of the trusts hereby
created with respect to any one or more or all series of Securities by giving
to the Corporation notice in writing. Such resignation shall take effect upon
the appointment of a successor Trustee and the acceptance of such appointment
by such successor Trustee. Any Trustee hereunder may be removed with respect to
any series of Securities at any time by the filing with such Trustee and the
delivery to the Corporation of an instrument or instruments in writing signed
by the Holders of a majority in principal amount of the Securities of such
series then outstanding, specifying such removal and the date when it shall
become effective. 


          If
at any time: 


	
 

	
 


	
 

	
                    (1)     the
Trustee shall fail to comply with the provisions of TIA Section 310(b)
 after written request therefor by the Corporation
 or by any Holder who has been a bona fide Holder of a Security for at least
 six months (or, if it is a shorter period, the period since the initial
 issuance of the Securities of such series), or 


	
 

	
 


	
 

	
                    (2)     the
Trustee shall cease to be eligible under Section 10.4 and shall fail to
 resign after written request therefor by the Corporation
 or by any Holder who has been a bona fide Holder of a Security for at least
 six months (or, if it is a shorter period, the period since the initial
 issuance of the Securities of such series), or 


	
 

	
 


	
 

	
                    (3)     the
Trustee shall become incapable of acting 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, (i) the Corporation by written notice to the Trustee may
remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Securityholder
who has been a bona fide Holder of a Security for at least six months (or, if
it is a shorter period, the period since the initial issuance of the Securities
of such series) may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee
with respect to all Securities and the appointment of a successor Trustee or
Trustees. 


48







          Upon its resignation or removal,
any Trustee shall be entitled to the payment of reasonable compensation for the
services rendered hereunder by such Trustee and to the payment of all
reasonable expenses incurred hereunder and all moneys then due to it hereunder.
The Trustee’s rights to indemnification provided in Section 10.1(a) shall
survive its resignation or removal. 


          Section 10.6     Successor Trustee by
Appointment. 


                    (a)     In
case at any time the Trustee shall resign, or shall be removed (unless the
Trustee shall be removed as provided in Section 10.4(b), in which event the
vacancy shall be filled as provided in said subdivision), or shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or if a receiver of the
Trustee or of its property shall be appointed, or if 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 with respect to the
Securities of one or more series, a successor Trustee with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all
of such series and that at any time there shall be only one Trustee with
respect to the Securities of any series) may be appointed by the Holders of a
majority in principal amount of the Securities of that or those series then
outstanding, by an instrument or instruments in writing signed in duplicate by
such Holders and filed, one original thereof with the Corporation and the other
with the successor Trustee; but, until a successor Trustee shall have been so
appointed by the Holders of Securities of that or those series as herein
authorized, the Corporation, or, in case all or substantially all the assets of
the Corporation shall be in the possession of one or more custodians or
receivers lawfully appointed, or of trustees in bankruptcy or reorganization
proceedings (including a trustee or trustees appointed under the provisions of
the federal bankruptcy laws, as now or hereafter constituted), or of assignees
for the benefit of creditors, such receivers, custodians, trustees or
assignees, as the case may be, by an instrument in writing, shall appoint a
successor Trustee with respect to the Securities of such series. Subject to the
provisions of Sections 10.4 and 10.5, upon the appointment as aforesaid of a
successor Trustee with respect to the Securities of any series, the Trustee
with respect to the Securities of such series shall cease to be Trustee
hereunder. After any such appointment other than by the Holders of Securities
of that or those series, the Person making such appointment shall forthwith
cause notice thereof to be mailed to the Holders of Securities of such series
at their addresses as the same shall then appear on the Registrar of the
Corporation but any successor Trustee with respect to the Securities of such
series so appointed shall, immediately and without further act, be superseded
by a successor Trustee appointed by the Holders of Securities of such series in
the manner above prescribed, if such appointment be made prior to the
expiration of one year from the date of the mailing of such notice by the
Corporation, or by such receivers, trustees or assignees. 


                    (b)     If
any Trustee with respect to the Securities of one or more series shall resign
or be removed and a successor Trustee shall not have been appointed by the
Corporation or by the Holders of the Securities of such series or, if any
successor Trustee so appointed shall not have accepted its appointment within
30 days after such appointment shall have been made, the resigning Trustee at
the expense of the Corporation may apply to any court of competent jurisdiction
for the appointment of a successor Trustee. If in any other case a successor
Trustee shall not be appointed pursuant to the foregoing provisions of this
Section 10.6 within three months after such appointment might have been made
hereunder, the Holder of any Security of the applicable series or any retiring
Trustee at the expense of the Corporation may apply to any court of competent
jurisdiction to appoint a successor Trustee. Such court may thereupon, in any
such case, after such notice, if any, as such court may deem proper and
prescribe, appoint a successor Trustee. 


49







                    (c)     Any
successor Trustee appointed hereunder with respect to the Securities of one or
more series shall execute, acknowledge and deliver to its predecessor Trustee
and to the Corporation, or to the receivers, trustees, assignees or court
appointing it, as the case may be, an instrument accepting such appointment
hereunder, and thereupon such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the authority, rights, powers,
trusts, immunities, duties and obligations with respect to such series of such
predecessor Trustee with like effect as if originally named as Trustee hereunder,
and such predecessor Trustee, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to pay over, and such successor
Trustee shall be entitled to receive, all moneys and properties held by such
predecessor Trustee as Trustee hereunder, subject nevertheless to its lien
provided for in Section 10.1(a). Nevertheless, on the written request of the
Corporation or of the successor Trustee or of the Holders of at least 10% in
principal amount of the Securities of such series then outstanding, such
predecessor Trustee, upon payment of its said charges and disbursements, shall
execute and deliver an instrument transferring to such successor Trustee upon
the trusts herein expressed all the rights, powers and trusts of such predecessor
Trustee and shall assign, transfer and deliver to the successor Trustee all
moneys and properties held by such predecessor Trustee, subject nevertheless to
its lien provided for in Section 10.1(a); and, upon request of any such
successor Trustee and the Corporation shall make, execute, acknowledge and
deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Trustee all such authority, rights,
powers, trusts, immunities, duties and obligations. 


          Section 10.7     Successor Trustee by
Merger. Any Person into which the Trustee or any successor to it in
the trusts created by this Indenture shall be merged or converted, or any
Person with which it or any successor to it shall be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee or
any such successor to it shall be a party, or any Person to which the Trustee
or any successor to it shall sell or otherwise transfer all or substantially
all of the corporate trust business of the Trustee, shall be the successor
Trustee under this Indenture without the execution or filing of any paper or
any further act on the part of any of the parties hereto; provided that such
Person shall be otherwise qualified and eligible under this Article 10. In case
at the time such successor to the Trustee shall succeed to the trusts created
by this Indenture with respect to one or more series of Securities, any of such
Securities shall have been authenticated but not delivered by the Trustee then
in office, any successor to such Trustee may adopt the certificate of
authentication of any predecessor Trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of
the successor Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have; provided, however, that the
right to adopt the certificate of authentication of any predecessor Trustee or
authenticate Securities in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation. 


50







          Section 10.8     Right to Rely on
Officers’ Certificate. Subject to Section 10.2, and subject to the
provisions of Section 16.3 with respect to the certificates required thereby,
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 hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence, bad faith or willful misconduct on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers’
Certificate with respect thereto delivered to the Trustee, and such Officers’
Certificate, in the absence of negligence, bad faith 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 10.9     Appointment of
Authenticating Agent. The Trustee may appoint an agent (the “Authenticating
Agent”) reasonably acceptable to the Corporation to authenticate the
Securities, and the Trustee shall give written notice of such appointment to
all Holders of Securities of the series with respect to which such
Authenticating Agent will serve. Unless limited by the terms of such
appointment, any such Authenticating Agent may authenticate Securities whenever
the Trustee may do so. Each reference in this Indenture to authentication by
the Trustee includes authentication by the Authenticating Agent. Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. 


          Each
Authenticating Agent shall at all times be a corporation organized and doing
business and in good standing under the laws of the United States, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Article 10, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Article 10, it shall resign immediately
in the manner and with the effect specified in this Article 10. 


          Any
corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be
a party, or any corporation succeeding to the corporate agency or corporate
trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Article 10, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent. 


51







          An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Corporation. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Corporation. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 10.9, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Corporation and shall give written
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 10.9. 


          The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 10.9, and the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of
Section 10.1. 


          Section
10.10    Communications by Securityholders
with Other Securityholders. Holders of Securities
may communicate pursuant to Section 312(b) of the TIA with other Holders with
respect to their rights under this Indenture or the Securities. The
Corporation, the Trustee, the Registrar and anyone else shall have the
protection of Section 312(c) of the TIA with respect to such communications. 


ARTICLE 11.


SATISFACTION,
DISCHARGE AND DEFEASANCE


          Section 11.1     Applicability of
Article. If, pursuant to Section 3.1, provision is made for the
defeasance of Securities of a series and if the Securities of such series are
denominated and payable only in U.S. Dollars (except as provided pursuant to
Section 3.1), then the provisions of this Article shall be applicable except as
otherwise specified pursuant to Section 3.1 for Securities of such series.
Defeasance provisions, if any, for Securities denominated in a Foreign Currency
may be specified pursuant to Section 3.1. 


          Section 11.2     Satisfaction and
Discharge of Indenture. This Indenture, with respect to the
Securities of any series (if all series issued under this Indenture are not to
be affected), shall, upon Company Order, cease to be of further effect (except
as to any surviving rights of registration of transfer or exchange of such
Securities herein expressly provided for and rights to receive payments of
principal of and premium, if any, and interest on such Securities) and the
Trustee, at the expense of the Corporation, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when, 


                    (a)     either: 


	
 

	
 

	
 


	
 

	
                    (1)     all
Securities of such series theretofore authenticated and delivered (other
 than (A) Securities that have been destroyed, lost or stolen and that have
 been replaced or paid as provided in Section 3.7 and (B) Securities for whose
 payment money has theretofore been deposited in trust or segregated and held
 in trust by the Corporation and thereafter repaid to the Corporation or
 discharged from such trust have been delivered to the Trustee for
 cancellation; or 

	
 





52







	
 

	
 

	
 


	
 

	
                    (2)     all
Securities of such series 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 by the Trustee in the name, and at
 the expense, of the Corporation, and the Corporation, 

	
 





and in the case of (A), (B) or (C)
above, has deposited or caused to be deposited with the Trustee or Paying Agent
as trust funds in trust for the purpose an amount in the Currency in which such
Securities are denominated (except as otherwise provided pursuant to Section
3.1) sufficient to pay and discharge the entire indebtedness on such Securities
for principal and premium, if any, and interest to the date of such deposit (in
the case of Securities that have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be; provided, however, in the
event a petition for relief under federal bankruptcy laws, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency or
other similar law, is filed with respect to the Corporation within 91 days
after the deposit and the Trustee is required to return the moneys then on
deposit with the Trustee to the Corporation, the obligations of the Corporation
under this Indenture with respect to such Securities shall not be deemed
terminated or discharged; 


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


                    (c)     the
Corporation 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 with respect to such series have been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Corporation to the Trustee under Section 11.1 and, if money
shall have been deposited with the Trustee pursuant to subclause
(B) of clause (a)(i) of this
Section, the obligations of the Trustee under Section 11.7 shall survive. 


          Section 11.3     Defeasance upon
Deposit of Moneys or U.S. Government Obligations. At the Corporation’s
option, either (a) the Corporation shall be deemed to have been Discharged (as
defined below) from its obligations with respect to Securities of any series on
the first day after the applicable conditions set forth below have been
satisfied (a “Defeasance”) or (b) the Corporation shall cease to be under any
obligation to comply with any term, provision or condition set forth in Article
6 and Section 14.2 with respect to Securities of any series (and, if so
specified pursuant to Section 3.1, any other restrictive covenant added for the
benefit of such series pursuant to Section 3.1) at any time after the
applicable conditions set forth below have been satisfied (a “Covenant
Defeasance”) (such action under clauses (a) or (b) of this paragraph in no
circumstance may be construed as an Event of Default under Section 7.1): 


53










                    (a)     The
Corporation shall have deposited or caused to be deposited irrevocably with the
Trustee as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities of such
series (i) money in an amount, or (ii) U.S. Government Obligations (as defined
below) that through the payment of interest and principal in respect thereof in
accordance with their terms will provide, not later than one day before the due
date of any payment, money in an amount, or (iii) a combination of (i) and
(ii), sufficient to pay and discharge each installment of principal (including
any mandatory sinking fund payments) of and interest on, the outstanding
Securities of such series on the dates such installments of interest or
principal and premium are due; 


                    (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 (other than a
Default resulting from the borrowing of funds and the grant of any related
liens to be applied to such deposit); 


                    (c)     The
Corporation shall have delivered to the Trustee an Opinion of Counsel to the
effect that Holders of the Securities of such series will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of the
Corporation’s exercise of its option under this Section and will be subject to
federal income tax on the same amounts and in the same manner and at the same
times as would have been the case if such action had not been exercised and, in
the case of the Securities of such series being Discharged accompanied by a
ruling to that effect received from or published by the Internal Revenue
Service; 


                    (d)     The
Corporation shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the Defeasance
or Covenant Defeasance under this Indenture have been complied with; 


                    (e)     If
the monies or U.S. Government Obligations or combination thereof, as the case
may be, deposited in accordance with clause (a) above are sufficient to pay the
principal of, premium, if any, on, and interest, if any, on and, to the extent
provided in such clause (a), the Corporation shall have given the Trustee
irrevocable instructions to redeem such Securities on such date and to provide
notice of such redemption to Holders as provided in and pursuant to this
Indenture; and 


                    (f)     Notwithstanding
any other provisions of this Section 11.3, such Defeasance or Covenant
Defeasance shall be effected in compliance with any additional or substitute
terms, conditions or limitations which may be imposed on the Corporation in
connection therewith pursuant to Section 3.1. 


          “Discharged”
means that the Corporation shall be deemed to have paid and discharged the
entire Indebtedness represented by, and obligations under, the Securities of
such series and to have satisfied all the obligations under this Indenture
relating to the Securities of such series (and the Trustee, at the expense of
the Corporation, shall execute proper instruments acknowledging the same),
except (A) the rights of Holders of Securities of such series to receive, from
the trust fund described in clause (a) above, payment of the principal of and
premium, if any, and interest on such Securities when such payments are due, (B)
the Corporation’s obligations with respect to Securities of such series under
Sections 3.6, 3.7, 3.4, 11.6 and 11.7 and (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder.


54







          “U.S.
Government Obligations” means securities that are (i) direct obligations of the
United States 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 the United States the timely of payment of which
is unconditionally guaranteed as a full faith and credit obligation by the
United States, that, in either case under clauses (i) or (ii) are not callable
or redeemable at the action of the issuer thereof, and shall also include a depositary
receipt issued by a bank or trust company as custodian with respect to any such
U.S. Government Obligation or a specific payment of interest on or principal of
any such U.S. Government Obligation held by such custodian for the account of
the holder of a depositary 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 depositary receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of interest on or principal of the U.S. Government Obligation evidenced by such
depositary receipt. 


          Section
11.4     Repayment
to Corporation. The Trustee and any Paying Agent shall promptly pay
to the Corporation (or to its designee) upon Company Order any excess moneys or
U.S. Government Obligations held by them at any time, including any such moneys
or obligations held by the Trustee under any escrow trust agreement entered
into pursuant to Section 11.6. 


          Section
11.5     Indemnity
for U.S. Government Obligations. The Corporation shall pay and shall
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the deposited U.S. Government Obligations or the principal or
interest received on such U.S. Government Obligations. 


          Section
11.6     Deposits
to Be Held in Escrow. Any deposits with the Trustee referred to in
Section 11.3 above shall be irrevocable (except to the extent provided in
Sections 11.4 and 11.7) and shall be made under the terms of an escrow trust
agreement. If any outstanding Securities of a series are to be redeemed prior
to their Stated Maturity, whether pursuant to any optional redemption
provisions or in accordance with any mandatory or optional sinking fund
requirement, the applicable escrow trust agreement shall provide therefor and
the Corporation shall make such arrangements as are satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Corporation. The agreement shall provide that, upon
satisfaction of any mandatory sinking fund payment requirements, whether by
deposit of moneys, application of proceeds of deposited U.S. Government
Obligations or, if permitted, by delivery of Securities, the Trustee shall pay
or deliver over to the Corporation as excess moneys pursuant to Section 11.4
all funds or obligations then held under the agreement and allocable to the
sinking fund payment requirements so satisfied. 


55







          If
Securities of a series with respect to which such deposits are made may be
subject to later redemption at the option of the Corporation or pursuant to
optional sinking fund payments, the applicable escrow trust agreement may, at
the option of the Corporation, provide therefor. In the case of an optional
redemption in whole or in part, such agreement shall require the Corporation to
deposit with the Trustee on or before the date notice of redemption is given
funds sufficient to pay the Redemption Price of the Securities to be redeemed
together with all unpaid interest thereon to the Redemption Date. Upon such
deposit of funds, the Trustee shall pay or deliver over to the Corporation as
excess funds pursuant to Section 11.4 all funds or obligations then held under
such agreement and allocable to the Securities to be redeemed. In the case of
exercise of optional sinking fund payment rights by the Corporation, such
agreement shall, at the option of the Corporation, provide that upon deposit by
the Corporation with the Trustee of funds pursuant to such exercise the Trustee
shall pay or deliver over to the Corporation as excess funds pursuant to
Section 12.04 all funds or obligations then held under such agreement for such
series and allocable to the Securities to be redeemed. 


          Section
11.7     Application
of Trust Money. 


                    (a)     Neither
the Trustee nor any other Paying Agent shall be required to pay interest on any
moneys deposited pursuant to the provisions of this Indenture, except such as
it shall agree with the Corporation in writing to pay thereon. Any moneys so
deposited for the payment of the principal of, or premium, if any, or interest
on the Securities of any series and remaining unclaimed for two years after the
date of the Maturity of the Securities of such series or the date fixed for the
redemption of all the Securities of such series at the time outstanding, as the
case may be, shall be repaid by the Trustee or such other Paying Agent to the
Corporation upon its written request and thereafter, anything in this Indenture
to the contrary notwithstanding, any rights of the Holders of Securities of
such series in respect of which such moneys shall have been deposited shall be
enforceable only against the Corporation, and all liability of the Trustee or
such other Paying Agent with respect to such moneys shall thereafter cease. 


                    (b)     Subject
to the provisions of the foregoing paragraph, any moneys which at any time
shall be deposited by the Corporation or on its behalf with the Trustee or any
other Paying Agent for the purpose of paying the principal of, premium, if any,
and interest on any of the Securities shall be and are hereby assigned,
transferred and set over to the Trustee or such other Paying Agent in trust for
the respective Holders of the Securities for the purpose for which such moneys
shall have been deposited; but such moneys need not be segregated from other
funds except to the extent required by law. 


          Section
11.8     Deposits
of Non-U.S. Currencies. Notwithstanding the foregoing provisions of
this Article, if the Securities of any series are payable in a Currency other
than U.S. Dollars, the Currency or the nature of the government obligations to
be deposited with the Trustee under the foregoing provisions of this Article
shall be as set forth in the Officers’ Certificate or established in the
supplemental indenture under which the Securities of such series are issued. 


ARTICLE 12.


AMENDMENTS, SUPPLEMENTS AND WAIVERS


          Section
12.1     Without
Consent of Holders. Except as otherwise provided as contemplated by
Section 3.1 with respect to any series of Securities, the Corporation and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any
one or more of or all of the following purposes: 


56







                    (a)     to
add to the covenants and agreements of the Corporation, to be observed
thereafter and during the period, if any, in such supplemental indenture or
indentures expressed, and to add Events of Default, in each case for the
protection or benefit of the Holders of all or any series of the Securities
(and if such covenants, agreements and Events of Default are to be for the
benefit of fewer than all series of Securities, stating that such covenants,
agreements and Events of Default are expressly being included for the benefit
of such series as shall be identified therein), or to surrender any right or
power herein conferred upon the Corporation; 


                    (b)     to
delete or modify any Events of Default with respect to all or any series of the
Securities which are not then outstanding and the form and terms of which are
being established pursuant to such supplemental indenture as permitted in
Section 3.1 (and, if any such Event of Default is applicable to fewer than all
such series of the Securities, specifying the series to which such Event of
Default is applicable), and to specify the rights and remedies of the Trustee
and the Holders of such Securities in connection therewith; 


                    (c)     to
add to or change any of the provisions of this Indenture to provide, change or
eliminate any restrictions on the payment of principal of or premium, if any,
on Securities; provided that any such action shall not adversely affect the
interests of the Holders of Securities of any series in any material respect; 


                    (d)     to
change or eliminate any of the provisions of this Indenture; provided that any
such change or elimination shall become effective only when there is no
outstanding Security of any series created prior to the execution of such
supplemental indenture that is entitled to the benefit of such provision and as
to which such supplemental indenture would apply; 


                    (e)     to
evidence the succession of another corporation to the Corporation, or
successive successions, and the assumption by such successor of the covenants
and obligations of the Corporation contained in the Securities of one or more
series and in this Indenture or any supplemental indenture; 


                    (f)     to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to one or more series of Securities and to add to or
change any of the provisions of this Indenture as shall be necessary for or
facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 10.6(c); 


                    (g)     to
secure any series of Securities; 


                    (h)     to
evidence any changes to this Indenture pursuant to Sections 10.5, 10.6 or 10.7
hereof as permitted by the terms thereof; 


                    (i)     to
cure any ambiguity or to correct or supplement any provision contained herein
or in any indenture supplemental hereto which may be defective or inconsistent
with any other provision contained herein or in any supplemental indenture or
to conform the terms hereof, as amended and supplemented, that are applicable
to the Securities of any series to the description of the terms of such
Securities in the offering memorandum, prospectus supplement or other offering
document applicable to such Securities at the time of initial sale thereof; 


57







                    (j)     to
add to or change or eliminate any provision of this Indenture as shall be
necessary or desirable in accordance with any amendments to the TIA; 


                    (k)     to
add guarantors or co-obligors with respect to any series of Securities or to
release guarantors from their guarantees of Securities in accordance with the
terms of the applicable series of Securities; 


                    (l)     to
make any change in any series of Securities that does not adversely affect in
any material respect the interests of the Holders of such Securities; 


                    (m)     to
provide for uncertificated securities in addition to certificated securities; 


                    (n)     to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities; provided that any such action shall not adversely affect the
interests of the Holders of Securities of such series or any other series of
Securities; 


                    (o)     to
prohibit the authentication and delivery of additional series of Securities; or



                    (p)     to
establish the form and terms of Securities of any series as permitted in
Section 3.1, or to authorize the issuance of additional Securities of a series
previously authorized or to add to the conditions, limitations or restrictions
on the authorized amount, terms or purposes of issue, authentication or
delivery of the Securities of any series, as herein set forth, or other
conditions, limitations or restrictions thereafter to be observed. 


          Subject
to the provisions of Section 12.8, the Trustee is authorized to join with the
Corporation in the execution of any such supplemental indenture, to make the
further agreements and stipulations which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any property
or assets thereunder. 


          Any
supplemental indenture authorized by the provisions of this Section 12.1 may be
executed by the Corporation 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 12.2. 


          Section
12.2     With Consent
of Holders. (a) With the consent of the Holders (evidenced as
provided in Article 8) of a majority in aggregate principal amount of the
outstanding Securities of each series affected by such supplemental indenture
voting separately, the Corporation 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 provisions of this Indenture or of modifying in any manner the rights of
the Holders of the Securities of such series to be affected; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each outstanding Security of each such series affected thereby, 


58







	
  

 	
  

 
	
  

 	
                     (1)     extend
the Stated Maturity of the principal of, or any installment of
 interest on, any Security, or reduce the principal amount thereof or the
 interest thereon or any premium payable upon redemption thereof, or extend
 the Stated Maturity of, or change the place of payment where, or the Currency
 in which the principal of and premium, if any, or interest on such Security
 is denominated or payable, or reduce the amount of the principal of an
 Original Issue Discount Security that would be due and payable upon a
 declaration of acceleration of the Maturity thereof pursuant to Section 7.2,
 or impair the right to institute suit for the enforcement of any payment on
 or after the Stated Maturity thereof (or, in the case of redemption, on or
 after the Redemption Date), or materially adversely affect the economic terms
 of any right to convert or exchange any Security as may be provided pursuant
 to Section 3.1; or 

 
	
  

 	
  

 
	
  

 	
                     (2)     reduce
the percentage in principal amount of the outstanding Securities of
 any series, the consent of whose Holders is required for any supplemental
 indenture, or the consent of whose Holders is required for any waiver of
 compliance with certain provisions of this Indenture or certain Defaults
 hereunder and their consequences provided for in this Indenture; or 

 
	
  

 	
  

 
	
  

 	
                     (3)     modify
any of the provisions of this Section or Section 7.4, except to
 increase any such percentage or to provide that certain other provisions of
 this Indenture cannot be modified or waived without the consent of the Holder
 of each outstanding Security affected thereby; provided, however, that this
 clause shall not be deemed to require the consent of any Holder with respect
 to changes in the references to “the Trustee” and concomitant changes in this
 Section, or the deletion of this proviso, in accordance with the
 requirements of Sections 10.6 and 12.1(f); or 

 
	
  

 	
  

 
	
  

 	
                     (4)     modify,
without the written consent of the Trustee, the rights, duties or
 immunities of the Trustee. 

 



                    (b)     A
supplemental indenture that changes or eliminates any 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. 


                    (c)     It
shall not be necessary for the consent of the Securityholders under this
Section 12.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof. 


                    (d)     The
Corporation may set a record date for purposes of determining the identity of
the Holders of each series of Securities entitled to give a written consent or
waive compliance by the Corporation as authorized or permitted by this Section.
Such record date shall not be more than 30 days prior to the first solicitation
of such consent or waiver or the date of the most recent list of Holders
furnished to the Trustee prior to such solicitation pursuant to Section 312 of
the TIA. 


59







                    (e)     Promptly
after the execution by the Corporation and the Trustee of any supplemental
indenture pursuant to the provisions of this Section 12.2, the Corporation
shall mail a notice, setting forth in general terms the substance of such
supplemental indenture, to the Holders of Securities at their addresses as the
same shall then appear in the Registrar of the Corporation. Any failure of the
Corporation to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture. 


          Section
12.3     Compliance
with Trust Indenture Act of 1939. Every amendment to or supplement
of this Indenture or the Securities shall conform to the requirements of the
TIA as then in effect. 


          Section
12.4     Effect of
Execution of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article 12, this
Indenture shall be deemed to be modified and amended in accordance therewith
and, except as herein otherwise expressly provided, the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Corporation and the Holders of all of the Securities or of
the Securities of any series affected, as the case may be, shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes. 


          Section
12.5     Notation
on or Exchange of Securities. Securities of any series authenticated
and delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article may bear a notation in the form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Corporation or the Trustee shall so determine, new Securities so modified as to
conform, in the opinion of the Trustee and the Board of Directors of the
Corporation, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Corporation and
authenticated and delivered by the Trustee in exchange for the Securities then
outstanding in equal aggregate principal amounts, and such exchange shall be
made without cost to the Holders of the Securities. 


          Section
12.6     Trustee to
Sign Amendments, etc. The Trustee shall sign any amendment,
supplement or waiver authorized pursuant to this Article if the amendment,
supplement or waiver does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. If it does, the Trustee may but need not sign it.
In signing such amendment, supplement or waiver the Trustee shall be entitled
to receive, and (subject to Section 10.1) shall be fully protected in relying
upon, an Officers’ Certificate and Opinion of Counsel stating that such
amendment, supplement or waiver is authorized or permitted by this Indenture. 


          Section
12.7     Trustee
Protected. Upon the request of the Corporation, accompanied by the
Officers’ Certificate and Opinion of Counsel required by Section 16.3 and
evidence reasonably satisfactory to the Trustee of consent of the Holders if
the supplemental indenture is to be executed pursuant to Section 12.2, the
Trustee shall join with the Corporation in the execution of said supplemental
indenture unless said 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 said
supplemental indenture. The Trustee shall be fully protected in relying upon
such Officers’ Certificate and an Opinion of Counsel.


60







ARTICLE 13.


SINKING FUNDS


          Section
13.1     Applicability
of Sinking Fund. 


                    (a)     Redemption
of Securities permitted or required pursuant to a sinking fund for the
retirement of Securities of a series by the terms of such series of Securities
shall be made in accordance with such terms of such series of Securities and
this Article, except as otherwise specified pursuant to Section 3.1 for
Securities of such series, provided, however, that if any such terms of a series
of Securities shall conflict with any provision of this Article, the terms of
such series shall govern. 


                    (b)     The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “Mandatory Sinking Fund
Payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “Optional Sinking
Fund Payment.” If provided for by the terms of Securities of any series, the
cash amount of any Mandatory Sinking Fund Payment may be subject to reduction
as provided in Section 13.2. 


          Section
13.2     Mandatory
Sinking Fund Obligation. The Corporation may, at its option, satisfy
any Mandatory Sinking Fund Payment obligation, in whole or in part, with
respect to a particular series of Securities by (a) delivering to the Trustee
Securities of such series in transferable form theretofore purchased or
otherwise acquired by the Corporation or redeemed at the election of the
Corporation pursuant to Section 4.4 or (b) receiving credit for Securities of
such series (not previously so credited) acquired by the Corporation and
theretofore delivered to the Trustee. The Trustee shall credit such Mandatory
Sinking Fund Payment obligation with an amount equal to the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such Mandatory Sinking Fund Payment shall be reduced
accordingly. If the Corporation shall elect to so satisfy any Mandatory Sinking
Fund Payment obligation, it shall deliver to the Trustee not less than 45 days
prior to the relevant sinking fund payment date a written notice signed on
behalf of the Corporation by its Chairman of the Board of Directors, its
President, one of its Vice Presidents, its Treasurer or one of its Assistant
Treasurers, which shall designate the Securities (and portions thereof, if any)
so delivered or credited and which shall be accompanied by such Securities (to
the extent not theretofore delivered) in transferable form. In case of the
failure of the Corporation, at or before the time so required, to give such
notice and deliver such Securities the Mandatory Sinking Fund Payment
obligation shall be paid entirely in moneys. 


61







          Section
13.3     Optional
Redemption at Sinking Fund Redemption Price. In addition to the
sinking fund requirements of Section 13.2, to the extent, if any, provided for
by the terms of a particular series of Securities, the Corporation may, at its
option, make an Optional Sinking Fund Payment with respect to such Securities.
Unless otherwise provided by such terms, (a) to the extent that the right of
the Corporation to make such Optional Sinking Fund Payment shall not be
exercised in any year, it shall not be cumulative or carried forward to any
subsequent year, and (b) such optional payment shall operate to reduce the
amount of any Mandatory Sinking Fund Payment obligation as to Securities of the
same series. If the Corporation intends to exercise its right to make such
optional payment in any year it shall deliver to the Trustee not less than 45
days prior to the relevant sinking fund payment date a certificate signed by
its Chairman of the Board of Directors, its President, one of its Vice
Presidents, its Treasurer or one of its Assistant Treasurers stating that the
Corporation will exercise such optional right, and specifying the amount which
the Corporation will pay on or before the next succeeding sinking fund payment
date. Such certificate shall also state that no Event of Default has occurred
and is continuing. 


          Section
13.4     Application
of Sinking Fund Payment. 


                    (a)     If
the sinking fund payment or payments made in funds pursuant to either Section
13.2 or 13.3 with respect to a particular series of Securities plus any unused
balance of any preceding sinking fund payments made in funds with respect to
such series shall exceed $100,000 (or a lesser sum if the Corporation shall so
request, or such equivalent sum for Securities denominated other than in U.S.
Dollars), it shall be applied by the Trustee on the sinking fund payment date
next following the date of such payment, unless the date of such payment shall
be a sinking fund payment date, in which case such payment shall be applied on
such sinking fund payment date, to the redemption of Securities of such series
at the Redemption Price specified pursuant to Section 4.3(b). The Trustee shall
select, in the manner provided in Section 3.1, for redemption on such sinking
fund payment date, a sufficient principal amount of Securities of such series
to absorb said funds, as nearly as may be, and shall, at the expense and in the
name of the Corporation, thereupon cause notice of redemption of the Securities
to be given in substantially the manner provided in Section 4.4(a) for the
redemption of Securities in part at the option of the Corporation, except that
the notice of redemption shall also state that the Securities are being
redeemed for the sinking fund. Any sinking fund moneys not so applied by the
Trustee to the redemption of Securities of such series shall be added to the
next sinking fund payment received in funds by the Trustee and, together with
such payment, shall be applied in accordance with the provisions of this
Section 13.4. Any and all sinking fund moneys held by the Trustee on the last
sinking fund payment date with respect to Securities of such series, and not
held for the payment or redemption of particular Securities of such series,
shall be applied by the Trustee to the payment of the principal of the
Securities of such series at Maturity. 


                    (b)     On
or prior to each sinking fund payment date, the Corporation shall pay to the
Trustee a sum equal to all interest accrued to but not including the date fixed
for redemption on Securities to be redeemed on such sinking fund payment date
pursuant to this Section 13.4. 


                    (c)     The
Trustee shall not redeem any Securities of a series with sinking fund moneys or
mail any notice of redemption of Securities of such series by operation of the
sinking fund during the continuance of a Default in payment of interest on any
Securities of such series or of any Event of Default (other than an Event of
Default occurring as a consequence of this paragraph) of which the Trustee has
actual knowledge, except that if the notice of redemption of any Securities of
such series shall theretofore have been mailed in accordance with the
provisions hereof, the Trustee shall redeem such Securities if funds sufficient
for that purpose shall be deposited with the Trustee in accordance with the
terms of this Article. Except as aforesaid, any moneys in the sinking fund at
the time any such Default or Event of Default shall occur and any moneys
thereafter paid into the sinking fund shall, during the continuance of such
Default or Event of Default, be held as security for the payment of all the
Securities of such series; provided, however, that in case such Default or
Event of Default shall have been cured or waived as provided herein, such
moneys shall thereafter be applied on the next sinking fund payment date on
which such moneys are required to be applied pursuant to the provisions of this
Section 13.4.


62







ARTICLE 14.


REPORTS BY THE CORPORATION AND THE TRUSTEE
AND SECURITYHOLDERS’ LIST


          Section
14.1     Reports by
Trustee. 


                    (a)     So
long as any Securities are outstanding, the Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the TIA at the times and in the manner provided
therein. If required by Section 313(a) of the TIA, the Trustee shall, within 60
days after each anniversary following the date of this Indenture deliver to Holders
a brief report which complies with the provisions of such Section 313(a). 


                    (b)     The
Trustee shall, at the time of the transmission to the Holders of Securities of
any report pursuant to the provisions of this Section 14.1, file a copy of such
report with each stock exchange upon which the Securities are listed, if any,
and also with the SEC in respect of a Security listed and registered on a
national securities exchange, if any. The Corporation agrees to notify the
Trustee when, as and if the Securities become listed on any stock exchange or
any delisting thereof. 


          The
Corporation will reimburse the Trustee for all expenses incurred in the
preparation and transmission of any report pursuant to the provisions of this Section
14.1 and of Section 14.2. 


          Section
14.2     Reports by
the Corporation. The Corporation shall file with the Trustee and the
SEC, and transmit to Holders, such information, documents and other reports,
and such summaries thereof, as may be required pursuant to the TIA at the times
and in the manner provided in the TIA; provided that, unless available on
EDGAR, any such information, documents or reports required to be filed with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 30 days after the same is filed with the SEC; and provided
further, that the filing of the reports specified in Section 13 or 15(d) of the
Exchange Act by an entity that is the direct or indirect parent of the
Corporation will satisfy the requirements of this Section 14.2 so long as such
entity is an obligor or guarantor on the Securities; and provided further that
the reports of such entity will not be required to include condensed
consolidating financial information for the Corporation in a footnote to the
financial statements of such entity. 


63







          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 Corporation’s compliance with any of its
covenants hereunder (to which the Trustee is entitled to rely exclusively on
Officers’ Certificates). 


          Section
14.3     Securityholders’
Lists. The Corporation covenants and agrees that it will furnish or
cause to be furnished to the Trustee: 


                    (a)     semi-annually,
within 15 days after each Record Date, but in any event not less frequently
than semi-annually, a list in such form as the Trustee may reasonably require
of the names and addresses of the Holders of Securities to which such Record
Date applies, as of such Record Date, and 


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


provided,
however, that so long as the Trustee shall be the Registrar, such lists shall
not be required to be furnished. 


ARTICLE 15.


IMMUNITY OF CERTAIN PERSONS


          Section
15.1     No
Personal Liability. No recourse shall be had for the payment of the
principal of, or the premium, if any, or interest on, any Security or for any
claim based thereon or otherwise in respect thereof or of the Debt represented
thereby, or upon any obligation, covenant or agreement of this Indenture,
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Corporation or of any successor corporation, either
directly or through the Corporation or any successor corporation, whether by
virtue of any constitutional provision, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise; it being expressly agreed and
understood that this Indenture and the Securities are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, stockholder, officer or director, as such, past,
present or future, of the Corporation or of any successor corporation, either
directly or through the Corporation or any successor corporation, because of
the incurring of the Debt hereby authorized or under or by reason of any of the
obligations, covenants, promises or agreements contained in this Indenture or
in any of the Securities, or to be implied herefrom or therefrom, and that all
liability, if any, of that character against every such incorporator,
stockholder, officer and director is, by the acceptance of the Securities and
as a condition of, and as part of the consideration for, the execution of this
Indenture and the issue of the Securities expressly waived and released. 


64







ARTICLE 16.


MISCELLANEOUS


          Section
16.1     TIA
Controls. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by, or another provision
included in this Indenture which is required to be included in this Indenture
by any of the provisions of Sections 310 to 318, inclusive, of the TIA, such
imposed duties or incorporated provision shall control. 


          Section
16.2     Notices.
Any notice or communication shall be sufficiently given if in writing and
delivered in person, sent by facsimile or electronic delivery, or mailed by
first-class mail addressed as follows: 


	
  

 	
  

 	
  

 
	
  

 	
 if to the
 Corporation:

 
	
  

 	
  

 
	
  

 	
  

 	
 St. Jude
 Medical, Inc.

 
	
  

 	
  

 	
 Attention:
 Chief Financial Officer

 
	
  

 	
  

 	
 One St. Jude
 Medical Drive

 
	
  

 	
  

 	
 St. Paul, Minnesota
 55117

 
	
  

 	
  

 	
  

 
	
  

 	
 if to the
 Trustee:

 
	
  

 	
  

 
	
  

 	
  

 	
 U.S. Bank
 National Association

 
	
  

 	
  

 	
 60
 Livingston Avenue

 
	
  

 	
  

 	
 EP-MN-WS3C

 
	
  

 	
  

 	
 St. Paul, MN
 55107-2292

 
	
  

 	
  

 	
 Attn:
 Corporate Trust Administration

 
	
  

 	
  

 	
 Fax: (651)
 495-8097

 



          The
Corporation or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications. 


          Section
16.3     Certificates
and Opinions as to Conditions Precedent. 


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


                    (b)     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 (i) a statement that the Person giving such
certificate or opinion has read such covenant or condition; (ii) 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;
(iii) a statement that, in the view or opinion of such Person, he or she has
made such examination or investigation as is necessary to enable such Person to
express an informed view or opinion as to whether or not such covenant or
condition has been complied with; and (iv) a statement as to whether or not, in
the view or opinion of such Person, such condition or covenant has been
complied with. 


65







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


                    (d)     Any
certificate, statement or opinion of an officer of the Corporation or of
counsel to the Corporation may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of, or representations by, an accountant
or firm of accountants, unless such officer or counsel, as the case may be,
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the accounting matters upon which
his or her certificate, statement or opinion may be based are erroneous. Any
certificate or opinion of any firm of independent registered public accountants
filed with the Trustee shall contain a statement that such firm is independent.



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


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


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


          Section
16.5     Notices to
Securityholders; Waiver. Any notice required or permitted to be
given to Securityholders shall be sufficiently given (unless otherwise herein
expressly provided), 


                    (a)     if
to Holders, if given in writing by first class mail, postage prepaid, to such
Holders at their addresses as the same shall appear on the Registrar of the
Corporation. 


                    (b)     In
the event of suspension of regular mail service or by reason of any other cause
it shall be impracticable to give notice by mail, then such notification as
shall be given with the approval of the Trustee shall constitute sufficient
notice for every purpose hereunder. 


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                    (c)     Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance on such
waiver. In any case where notice to Holders is given by mail; neither the
failure to mail such notice nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders, and any notice that is mailed in the manner herein provided
shall be conclusively presumed to have been duly given. In any case where
notice to Holders is given by publication, any defect in any notice so
published as to any particular Holder shall not affect the sufficiency of such
notice with respect to other Holders, and any notice that is published in the
manner herein provided shall be conclusively presumed to have been duly given. 


          Section
16.6     Successors
and Assigns. All covenants and agreements in this Indenture by the
parties hereto shall bind their respective successors and assigns and inure to
the benefit of their permitted successors and assigns, whether so expressed or
not. 


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


          Section
16.8     Benefits
of Indenture. Nothing in this Indenture expressed and nothing that
may be implied from any of the provisions hereof is intended, or shall be
construed, to confer upon, or to give to, any Person or corporation other than
the parties hereto and their successors and the Holders of the Securities any
benefit or any right, remedy or claim under or by reason of this Indenture or
any covenant, condition, stipulation, promise or agreement hereof, and all
covenants, conditions, stipulations, promises and agreements in this Indenture
contained shall be for the sole and exclusive benefit of the parties hereto and
their successors and of the Holders of the Securities. 


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


          Section
16.10   Legal Holidays.
Unless otherwise specified pursuant to Section 3.1, in any case where any
Interest Payment Date, Redemption Date or Maturity of any Security of any
series shall not be a Business Day at any Place of Payment for the Securities
of that series, then payment of principal and premium, if any, or interest need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on such Interest Payment Date, Redemption Date or Maturity and no
interest shall accrue on such payment for the period from and after such
Interest Payment Date, Redemption Date or Maturity, as the case may be, to such
Business Day if such payment is made or duly provided for on such Business Day.



          Section
16.11   Governing Law.
This Indenture and the Securities shall be deemed to be contracts made under
the law of the State of New York, and for all purposes shall be governed by and
construed in accordance with the law of said State. 


          EACH
PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE. 


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






	
 
 	
ST JUDE MEDICAL, INC.,
 
	
 
 	
as Issuer
 
	
 
 	
 
 	
 
 
	
 
 	
 
 	
 
 
	
 
 	
By:
 	
/s/ John C. Heinmiller
 
	
 
 	
 
 	
Name:  John C. Heinmiller
 
	
 
 	
 
 	
Title:    Executive Vice President and Chief

             Financial Officer
 
	
 
 	
 
 	
 
 
	
 
 	
 
 	
 
 
	
 
 	
U.S BANK NATIONAL ASSOCIATION,
 
	
 
 	
as Trustee
 
	
 
 	
 
 	
 
 
	
 
 	
 
 	
 
 
	
 
 	
By:
 	
/s/ Richard Prokosch
 
	
 
 	
 
 	
Name:  Richard Prokosch
 
	
 
 	
 
 	
Title:    Vice President
 









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