Exhibit 4.11


 


UNITED RENTALS, INC.


 


as the Company


 


to


 


THE BANK OF NEW YORK MELLON


 


as Trustee


 






 


Form of Senior Indenture


 


Dated as of
[                              ],
20[      ]


 






 


$[                              ]


 


[        ]%
Senior Notes due [                              ]


 

















 


CROSS REFERENCE TABLE(1)


 


	
  Trust
  Indenture Act

  Selection

  	
   

  	
  Indenture

  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  310(a)(1)

  	
   

  	
  6.09

  	
   

  
	
  310(a)(2)

  	
   

  	
  6.09

  	
   

  
	
  310(a)(3)

  	
   

  	
  N.A.

  	
  (2)

  
	
  310(a)(4)

  	
   

  	
  N.A.

  	
   

  
	
  310(a)(5)

  	
   

  	
  N.A.

  	
   

  
	
  310(b)

  	
   

  	
  6.08; 6.10

  	
   

  
	
  310(c)

  	
   

  	
  N.A.

  	
   

  
	
  311(a)

  	
   

  	
  6.13

  	
   

  
	
  311(b)

  	
   

  	
  6.13

  	
   

  
	
  311(c)

  	
   

  	
  N.A.

  	
   

  
	
  312(a)

  	
   

  	
  7.01; 7.02

  	
   

  
	
  312(b)

  	
   

  	
  7.02

  	
   

  
	
  312(c)

  	
   

  	
  7.02

  	
   

  
	
  313(a)

  	
   

  	
  7.03

  	
   

  
	
  313(b)

  	
   

  	
  7.03

  	
   

  
	
  313(c)

  	
   

  	
  1.07; 7.03

  	
   

  
	
  313(d)

  	
   

  	
  7.03

  	
   

  
	
  314(a)

  	
   

  	
  7.04

  	
   

  
	
  314(a)(4)

  	
   

  	
  1.03; 10.05

  	
   

  
	
  314(b)

  	
   

  	
  N.A.

  	
   

  
	
  314(c)(1)

  	
   

  	
  1.03

  	
   

  
	
  314(c)(2)

  	
   

  	
  1.03

  	
   

  
	
  314(c)(3)

  	
   

  	
  N.A.

  	
   

  
	
  314(d)

  	
   

  	
  N.A.

  	
   

  
	
  314(e)

  	
   

  	
  1.03

  	
   

  
	
  314(f)

  	
   

  	
  N.A.

  	
   

  
	
  315(a)

  	
   

  	
  6.01

  	
   

  
	
  315(b)

  	
   

  	
  6.02

  	
   

  
	
  315(c)

  	
   

  	
  6.01

  	
   

  
	
  315(d)

  	
   

  	
  6.01

  	
   

  
	
  315(e)

  	
   

  	
  5.14

  	
   

  
	
  316(a)(1)(A)

  	
   

  	
  5.12

  	
   

  
	
  316(a)(1)(B)

  	
   

  	
  5.13

  	
   

  
	
  316(a)(2)

  	
   

  	
  N.A.

  	
   

  
	
  316(a)(last
  sentence)

  	
   

  	
  1.01

  	
  (3)

  
	
  316(b)

  	
   

  	
  5.07; 5.08

  	
   

  
	
  316(c)

  	
   

  	
  1.05

  	
   

  



 






(1)           Note: 
This Cross Reference Table shall not, for any purpose, be deemed part of
this Indenture.


 


(2)           Not Applicable.


 


(3)           Definition of “Outstanding.”


 


i

















 


	
  Trust
  Indenture Act

  Selection

  	
   

  	
  Indenture

  Section

  	
   

  
	
  317(a)(1)

  	
   

  	
  5.03

  	
   

  
	
  317(a)(2)

  	
   

  	
  5.03; 5.04

  	
   

  
	
  317(b)

  	
   

  	
  10.03

  	
   

  
	
  318(a)

  	
   

  	
  1.08

  	
   

  



 


ii

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I

  
	
   

  
	
  Definitions and Other Provisions of General
  Application

  
	
   

  	
   

  
	
  SECTION 1.01.

  	
  Definitions

  	
  1

  
	
  SECTION 1.02.

  	
  Other Definitions

  	
  7

  
	
  SECTION 1.03.

  	
  Compliance Certificates and Opinions

  	
  7

  
	
  SECTION 1.04.

  	
  Form of Documents Delivered to Trustee

  	
  8

  
	
  SECTION 1.05.

  	
  Acts of Holders; Record Dates

  	
  8

  
	
  SECTION 1.06.

  	
  Notices to Trustee or the
  Company

  	
  10

  
	
  SECTION 1.07.

  	
  Notice to Holders; Waiver

  	
  11

  
	
  SECTION 1.08.

  	
  Conflict with Trust Indenture
  Act

  	
  11

  
	
  SECTION 1.09.

  	
  Effect of Headings and Table of
  Contents

  	
  11

  
	
  SECTION 1.10.

  	
  Successors and Assigns

  	
  11

  
	
  SECTION 1.11.

  	
  Separability Clause

  	
  11

  
	
  SECTION 1.12.

  	
  Benefits of Indenture

  	
  12

  
	
  SECTION 1.13.

  	
  Governing Law

  	
  12

  
	
  SECTION 1.14.

  	
  Legal Holidays

  	
  12

  
	
  SECTION 1.15.

  	
  Waiver
  of Jury Trial

  	
  12

  
	
  SECTION 1.16.

  	
  Force
  Majeure

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  
	
  Security Forms

  
	
   

  
	
  SECTION 2.01.

  	
  Form and Dating

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  
	
  The Securities

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
  Title and Terms

  	
  13

  
	
  SECTION 3.02.

  	
  Denominations

  	
  13

  
	
  SECTION 3.03.

  	
  Execution and Authentication

  	
  13

  
	
  SECTION 3.04.

  	
  Temporary Securities

  	
  14

  
	
  SECTION 3.05.

  	
  Registration, Registration of
  Transfer and Exchange

  	
  14

  
	
  SECTION 3.06.

  	
  Mutilated, Destroyed, Lost and
  Stolen Securities

  	
  16

  



 


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


 


iii

















 


TABLE OF CONTENTS


(Continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 3.07.

  	
  Payment of Interest; Rights
  Preserved

  	
  16

  
	
  SECTION 3.08.

  	
  Persons Deemed Owners

  	
  17

  
	
  SECTION 3.09.

  	
  Cancellation

  	
  17

  
	
  SECTION 3.10.

  	
  Computation of Interest

  	
  18

  
	
  SECTION 3.11.

  	
  CUSIP and CINS Numbers

  	
  18

  
	
  SECTION 3.12.

  	
  Deposits of Monies

  	
  18

  
	
  SECTION 3.13.

  	
  Issuance of Additional Securities

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  
	
  Satisfaction and Discharge

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
  Satisfaction and Discharge of
  Indenture

  	
  19

  
	
  SECTION 4.02.

  	
  Application of Trust Money

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  
	
  Remedies

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
  Events of Default

  	
  20

  
	
  SECTION 5.02.

  	
  Acceleration of Maturity;
  Rescission and Annulment

  	
  21

  
	
  SECTION 5.03.

  	
  Collection of Indebtedness and
  Suits for Enforcement by Trustee

  	
  22

  
	
  SECTION 5.04.

  	
  Trustee May File Proofs of
  Claim

  	
  23

  
	
  SECTION 5.05.

  	
  Trustee May Enforce Claims
  Without Possession of Securities

  	
  23

  
	
  SECTION 5.06.

  	
  Application of Money Collected

  	
  23

  
	
  SECTION 5.07.

  	
  Limitation on Suits

  	
  24

  
	
  SECTION 5.08.

  	
  Unconditional Right of Holders to Receive Principal,
  Premium and Interest

  	
  24

  
	
  SECTION 5.09.

  	
  Restoration of Rights and
  Remedies

  	
  25

  
	
  SECTION 5.10.

  	
  Rights and Remedies Cumulative

  	
  25

  
	
  SECTION 5.11.

  	
  Delay or Omission Not Waiver

  	
  25

  
	
  SECTION 5.12.

  	
  Control by Holders

  	
  25

  
	
  SECTION 5.13.

  	
  Waiver of Past Defaults

  	
  25

  
	
  SECTION 5.14.

  	
  Undertaking for Costs

  	
  26

  
	
  SECTION 5.15.

  	
  Waiver of Stay or Extension Laws

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  
	
  The Trustee

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
  Certain Duties and
  Responsibilities

  	
  26

  
	
  SECTION 6.02.

  	
  Notice of Defaults

  	
  27

  
	
  SECTION 6.03.

  	
  Certain Rights of Trustee

  	
  27

  



 


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


 


iv

















 


TABLE OF CONTENTS


(Continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 6.04.

  	
  Not Responsible for Recitals or
  Issuance of Securities

  	
  29

  
	
  SECTION 6.05.

  	
  May Hold Securities

  	
  29

  
	
  SECTION 6.06.

  	
  Money Held in Trust

  	
  29

  
	
  SECTION 6.07.

  	
  Compensation and Reimbursement

  	
  29

  
	
  SECTION 6.08.

  	
  Conflicting Interests

  	
  30

  
	
  SECTION 6.09.

  	
  Corporate Trustee Required;
  Eligibility

  	
  30

  
	
  SECTION 6.10.

  	
  Resignation and Removal;
  Appointment of Successor

  	
  30

  
	
  SECTION 6.11.

  	
  Acceptance of Appointment by
  Successor

  	
  32

  
	
  SECTION 6.12.

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
  32

  
	
  SECTION 6.13.

  	
  Preferential Collection of
  Claims Against the Company

  	
  32

  
	
  SECTION 6.14.

  	
  Appointment of Authenticating
  Agent

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  
	
  Holders’ Lists and Reports by Trustee and Company

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01.

  	
  Company to Furnish Trustee Names
  and Addresses of Holders

  	
  34

  
	
  SECTION 7.02.

  	
  Preservation of Information;
  Communications to Holders

  	
  34

  
	
  SECTION 7.03.

  	
  Reports by Trustee

  	
  34

  
	
  SECTION 7.04.

  	
  Reports by Company

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  
	
  [Consolidation, Merger, Conveyance, Transfer or Lease

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01.

  	
  Company May Consolidate,
  Etc. Only on Certain Terms

  	
  35

  
	
  SECTION 8.02.

  	
  Successor Substituted

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
   

  
	
  Amendments; Waivers; Supplemental Indentures

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01.

  	
  Amendments, Waivers and Supplemental Indentures Without
  Consent of Holders

  	
  36

  
	
  SECTION 9.02.

  	
  Modifications, Amendments and Supplemental Indentures with
  Consent of Holders

  	
  36

  
	
  SECTION 9.03.

  	
  Execution of Supplemental
  Indentures

  	
  37

  
	
  SECTION 9.04.

  	
  Effect of Supplemental
  Indentures

  	
  37

  
	
  SECTION 9.05.

  	
  Conformity with Trust Indenture
  Act

  	
  38

  
	
  SECTION 9.06.

  	
  Reference in Securities to
  Supplemental Indentures

  	
  38

  
	
  SECTION 9.07.

  	
  Waiver of Certain Covenants

  	
  38

  
	
  SECTION 9.08.

  	
  No Liability for Certain Persons

  	
  38

  



 


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


 


v

















 


TABLE OF CONTENTS


(Continued)


 


	
   

  	
   

  	
  Page

  
	
   

  
	
  ARTICLE X

  
	
   

  
	
  Covenants

  
	
   

  
	
  SECTION 10.01.

  	
  Payment of Principal, Premium and
  Interest

  	
  38

  
	
  SECTION 10.02.

  	
  Maintenance of Office or Agency

  	
  38

  
	
  SECTION 10.03.

  	
  Money for Security Payments to
  be Held in Trust

  	
  39

  
	
  SECTION 10.04.

  	
  Existence; Activities

  	
  40

  
	
  SECTION 10.05.

  	
  Statement by Officers as to
  Default; Compliance Certificates

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  
	
   

  
	
  [Redemption of Securities

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01.

  	
  Right of Redemption

  	
  41

  
	
  SECTION 11.02.

  	
  Applicability of Article

  	
  41

  
	
  SECTION 11.03.

  	
  Election to Redeem; Notice to
  Trustee

  	
  41

  
	
  SECTION 11.04.

  	
  Selection by Trustee of
  Securities to Be Redeemed

  	
  41

  
	
  SECTION 11.05.

  	
  Notice of Redemption

  	
  41

  
	
  SECTION 11.06.

  	
  Deposit of Redemption Price

  	
  42

  
	
  SECTION 11.07.

  	
  Securities Payable on Redemption
  Date

  	
  42

  
	
  SECTION 11.08.

  	
  Securities Redeemed in Part

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  
	
   

  
	
  [Defeasance and Covenant Defeasance

  
	
   

  	
   

  	
   

  
	
  SECTION 12.01.

  	
  Company’s Option to Effect
  Defeasance or Covenant Defeasance

  	
  43

  
	
  SECTION 12.02.

  	
  Defeasance and Discharge

  	
  43

  
	
  SECTION 12.03.

  	
  Covenant Defeasance

  	
  43

  
	
  SECTION 12.04.

  	
  Conditions to Defeasance or
  Covenant Defeasance

  	
  44

  
	
  SECTION 12.05.

  	
  Deposited Money and U.S. Government Obligations to Be Held
  in Trust; Miscellaneous Provisions

  	
  45

  
	
  SECTION 12.06.

  	
  Reinstatement

  	
  46

  
	
   

  	
   

  	
   

  
	
  Appendix

  	
  Provisions Relating to
  Securities

  	
   

  
	
  Exhibit A

  	
  Form of Security

  	
   

  
				



 


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


 


vi














 


SENIOR
INDENTURE, dated as of
[                              ],
20[      ], among UNITED RENTALS, INC., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the “Company”), having its principal office at
Five Greenwich Office Park, Greenwich, Connecticut 06830 and THE BANK OF NEW YORK MELLON, a New
York banking corporation, having its principal corporate trust office at 101
Barclay Street, New York, New York 10286, as trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The
Company has duly authorized the creation of an issue of
[      ]% Senior Notes due
[          ] of substantially
the tenor and amount hereinafter set forth, and to provide therefor, the
Company has duly authorized the execution and delivery of this Indenture.


 


All
things necessary to make the Securities, when executed by the Company,
authenticated and delivered hereunder and duly issued by the Company, the valid
and legally binding obligations of the Company, and to make this Indenture a
valid and legally binding agreement of the Company, in accordance with its
terms, have been done.


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


For
and in consideration of the premises and the purchase of the Securities by the
Holders (as defined herein) thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities, as
follows:


 


ARTICLE I




Definitions and Other Provisions of General Application


 


SECTION 1.01.      Definitions.  For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


 


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


 


(2)           all other terms used
herein which are defined in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them therein;


 


(3)           all accounting terms
not otherwise defined herein have the meanings assigned to them in accordance
with GAAP (whether or not such is indicated herein);


 


(4)           unless the context
otherwise requires, any reference to an “Article” or a “Section” refers to an Article or
Section, as the case may be, of this Indenture;


 


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


 


1

















 


(6)           each reference
herein to a rule or form of the Commission shall mean such rule or
form and any rule or form successor thereto, in each case as amended from
time to time;


 


(7)           “or” is not
exclusive;


 


(8)           “including” means
including without limitation;


 


(9)           unsecured
Indebtedness shall not be deemed to be subordinate or junior to secured
Indebtedness merely by virtue of its nature as unsecured Indebtedness;


 


(10)         the principal amount
of any non-interest bearing or other discount security at any date shall be the
principal amount thereof that would be shown on a balance sheet of the issuer
dated such date prepared in accordance with GAAP; and


 


(11)         all references to the
date the Securities were originally issued shall refer to the Issue Date,
except as otherwise specified.


 


Whenever
this Indenture requires that a particular ratio or amount be calculated with
respect to a specified period after giving effect to certain transactions or
events on a pro forma basis, such calculation shall be made as if the
transactions or events occurred on the first day of such period, unless otherwise
specified.


 


“Act,” when used with respect to any
Holder, has the meaning specified in Section 1.05.


 


“Additional Securities”  means,
[        ]% Senior Notes due
[        ] issued from time to time
after the Issue Date under the terms of this Indenture (other than pursuant to Section 3.04,
3.05 or 3.06 [or 11.08] of this Indenture).


 


“Affiliate”  means, with
respect to any specified Person, (i) any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person, (ii) any other Person that owns,
directly or indirectly, 10% or more of such specified Person’s Capital Stock or
(iii) any officer or  director of (A) any such specified Person, (B) any
Subsidiary of such specified Person or (C) any Person described in clauses
(i) or (ii) above.


 


“Authenticating Agent”  means
any Person authorized by the Trustee pursuant to Section 6.14 hereof to
act on behalf of the Trustee to authenticate Securities.


 


“Board of Directors”  means the board
of directors of a company or its equivalent, including managers of a limited
liability company, general partners of a partnership or trustees of a business
trust, or any duly authorized committee thereof.


 


“Board Resolution”  means a copy of
a resolution certified by the Secretary or an Assistant Secretary of a company
to have been duly adopted by the Board of Directors of such company and to be
in full force and effect on the date of such certification, and delivered to
the Trustee.


 


2

















 


“Business Day”  means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in the Borough of Manhattan, The City of New York, are
authorized or obligated by law or executive order to close.


 


“Capital Stock”  means, with
respect to any Person, any and all shares, interests, participations, rights in
or other equivalents (however designated) of such Person’s capital stock or
equity participations, and any rights (other than debt securities convertible
into capital stock), warrants or options exchangeable for or convertible into
such capital stock and, including, without limitation, with respect to
partnerships, limited liability companies or business trusts, ownership
interests (whether general or limited) and any other interest or participation
that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, such partnerships, limited liability
companies or business trusts.


 


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


 


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


 


“Company Order”  or “Company Request”  means a written
order or request signed in the name of the Company by its Chairman of the Board
of Directors, its Chief Executive Officer, its Chief Financial Officer, its
President or a Vice President, and by its Treasurer, an Assistant Treasurer,
its Secretary or an Assistant Secretary, and delivered to the Trustee or Paying
Agent, as applicable.


 


“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 ownership of
voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Corporate Trust Office”  means
the office of the Trustee at which at any particular time its principal
corporate trust business shall be administered, which address as of the date of
this Indenture is located at 101 Barclay Street, Floor 8 West, New York, New
York 10286, Attention:  Corporate Trust
Administration or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust
office of any successor Trustee (or such other address as a successor Trustee
may designate from time to time by notice to the Holders and the Company).


 


“corporation”  means (except in
the definition of “Subsidiary”) a corporation, association, company, joint
stock company or business trust.


 


“Default”  means any event
that is, or after notice or passage of time, or both, would be, an Event of
Default.


 


3

















 


“Depositary” means The Depository Trust
Company, a New York corporation, or its successor.


 


“Exchange Act”  means the
Securities Exchange Act of 1934, as amended.


 


“Federal Bankruptcy Code”  means
Title 11, U.S. Code.


 


“GAAP”  means generally accepted
accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession of the United
States of America, as in effect on the date of any calculation or determination
required hereunder; provided that
the Company, on any date, may elect to establish that GAAP shall mean GAAP as
in effect on such date; provided  further that any such election, once made, shall be
irrevocable.  The Company shall give
notice of any such election to the Trustee and the Holders of Securities.


 


“Global Security” has the meaning specified in the Appendix.


 


“guarantee”  means, as
applied to any obligation, (i) a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner, of any part or all of such obligation and (ii) an
agreement, direct or indirect, contingent or otherwise, the practical effect of
which is to assure in any way the payment or performance (or payment of damages
in the event of nonperformance) of all or any part of such obligation,
including, without limiting the foregoing, the payment of amounts available to be
drawn down under letters of credit of another Person.  The term “guarantee” used as a verb has a
corresponding meaning.  The term “guarantor”
shall mean any Person providing a guarantee of any obligation.


 


“Holder”  means a Person
in whose name a Security is registered in the Security Register.


 


“Indebtedness”  means
[          ].


 


“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.


 


“Interest Payment Date”  means
the Stated Maturity of an installment of interest on the Securities.


 


“Issue Date”  means
[                          ],
20[      ].


 


“Notice of Default”  means a written
notice of the kind specified in Section 5.02.


 


“Officer’s Certificate”  means
a certificate signed by the Chairman of the Board of Directors, the Chief
Executive Officer, the President or a Vice President, the Chief Financial 


 


4

















 


Officer, the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee.  One of the officers signing an Officer’s
Certificate given pursuant to Section 10.05 shall be the principal
executive, financial or accounting officer of the Company.


 


“Opinion of Counsel”  means a written
opinion of counsel reasonably acceptable to the Trustee, who may be counsel for
the Company.


 


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


 


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


 


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


 


(iii)          Securities which
have been paid pursuant to Section 3.06 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 the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; [and]


 


(iv)          [Securities as to
which Defeasance has been effected pursuant to Section 12.02];


 


provided,
however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding (it being
understood that Securities to be acquired by the Company pursuant to an offer
to purchase shall not be deemed to be owned by the Company until legal title to
such Securities passes to the Company), except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. 
Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.


 


5

















 


“Paying Agent”  means any Person
authorized by the Company to pay the principal of (and premium, if any) or
interest on any Securities on behalf of the Company.  The Company has initially appointed the
Trustee as its Paying Agent pursuant to Section 10.02 hereof.


 


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


 


“principal” of a Security means the
principal of the Security plus the premium, if any, payable on that Security
which is due or overdue or is to become due at the relevant time.


 


“Record Expiration Date”  has
the meaning specified in Section 1.05.


 


[“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.]


 


[“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.]


 


“Regular Record Date”  for the interest
payable on any Interest Payment Date means the
[                          ]
or [                          ]
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.


 


“Responsible Officer,” when used with
respect to the Trustee, means any officer within the Corporate Trust Office,
including, any vice president, any assistant vice president, any assistant
secretary, any assistant treasurer, or any other officer 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 to whom such matter is referred because of his
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.


 


“Securities” means the securities issued on the Issue Date
and any Additional Securities.


 


“Securities Act”  means the
Securities Act of 1933, as amended.


 


“Special Record Date”  for the payment
of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.


 


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


 


“Subsidiary”  means, with
respect to any Person, (i) a corporation a majority of whose Voting Stock
is at the time, directly or indirectly, owned by such Person, by one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries
thereof and (ii) any 


 


6

















 


other Person (other than a corporation), including,
without limitation, a partnership, limited liability company, business trust or
joint venture, in which such Person, one or more Subsidiaries thereof or such
Person and one or more Subsidiaries thereof, directly or indirectly, at the
date of determination thereof, has at least majority ownership interest
entitled to vote in the election of directors, managers or trustees thereof (or
other Person performing similar functions). 
For purposes of this definition, any directors’ qualifying shares or
investments by foreign nationals mandated by applicable law shall be
disregarded in determining the ownership of a Subsidiary.


 


“Trust Indenture Act”  means the Trust
Indenture Act of 1939 as in force at the date as of which this instrument was
executed; provided, however, that in the event the Trust
Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means,
to the extent required by any such amendment, the Trust Indenture Act of 1939
as so amended.


 


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


 


“Vice President,” when used with respect to
the Company or the Trustee, means any vice president, whether or not designated
by a number or a word or words added before or after the title “vice president.”


 


“Voting Stock”  means any class
or classes of Capital Stock pursuant to which the holders thereof have the
general voting power under ordinary circumstances to elect at least a majority
of the board of directors, managers or trustees of any Person (irrespective of
whether or not, at the time, stock of any other class or classes shall have, or
might have, voting power by reason of the happening of any contingency).


 


SECTION 1.02.      Other Definitions.


 


	
  Term

  	
   

  	
  Defined in 

  Section

  
	
  [“Covenant Defeasance”

  	
   

  	
  Section 12.03]

  
	
  “Defaulted Interest”

  	
   

  	
  Section 3.07

  
	
  [“Defeasance”

  	
   

  	
  Section 12.02]

  
	
  “Definitive Security”

  	
   

  	
  Appendix

  
	
  “Depositary”

  	
   

  	
  Appendix

  
	
  “Event of Default”

  	
   

  	
  Section 5.01

  
	
  “Global Security”

  	
   

  	
  Appendix

  
	
  “Securities Custodian”

  	
   

  	
  Appendix

  
	
  “Security Register” or
  “Security Registrar”

  	
   

  	
  Section 3.05

  
	
  [U.S. Government
  Obligation

  	
   

  	
  Section 12.03]

  



 


SECTION 1.03.      Compliance Certificates and
Opinions.  Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture
Act.  Each such certificate or opinion
shall be given in the form of an Officer’s Certificate, if to be given by an
officer of the Company, or an Opinion of Counsel, if to 


 


7

















 


be
given by counsel, and shall comply with the requirements of the Trust Indenture
Act and any other requirement set forth in this Indenture.


 


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


 


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


 


(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 opinion of
each such individual, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and


 


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


 


SECTION 1.04.      Form of Documents
Delivered to Trustee.  In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.


 


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


 


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


 


SECTION 1.05.      Acts of
Holders; Record Dates.  Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in


 


8














 


writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders
signing such instrument or instruments. 
Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject
to Section 6.01) conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Section.


 


The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof.  Where such execution is by a signer acting in
a capacity other than his individual capacity, such certificate or affidavit
shall also constitute sufficient proof of his authority.  The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.


 


The
ownership of Securities shall be proved exclusively by the Security Register
for all purposes.


 


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


 


The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given or taken by Holders of Securities, provided, however,  that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. 
If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain
Holders after such record date; provided, however,  that no such action shall be
effective hereunder unless taken on or prior to the applicable Record
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities on such record date.  Nothing
in this paragraph shall prevent the Company from setting a new record date for
any action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), nor shall anything
in this paragraph be construed to render ineffective any action taken pursuant
to or in accordance with any other provision of this Indenture by Holders of
the requisite principal amount of Outstanding Securities on the date such
action is taken.  Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Record 


 


9

















 


Expiration Date to be given to the Trustee in writing and to each
Holder of Securities in the manner set forth in Section 1.07.


 


The
Trustee may but need not set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in Section 5.02, (iii) any request to
institute proceedings referred to in Section 5.07(ii) or (iv) any
direction referred to in Section 5.12. 
If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided, however,  that no such action shall be
effective hereunder unless taken on or prior to the applicable Record
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities on such record date.  Nothing
in this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action (whereupon the record date previously set shall
automatically and without any action by any Person be cancelled and of no
effect), nor shall anything in this paragraph be construed to render
ineffective any action taken pursuant to or in accordance with any other
provision of this Indenture by Holders of the requisite principal amount of
Outstanding Securities on the date such action is taken.  Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause
notice of such record date, the matter(s) to be submitted for potential
action by Holders and the applicable Record Expiration Date to be given to the
Company in writing and to each Holder of Securities in the manner set forth in Section 1.07.


 


With
respect to any record date set pursuant to this Section, the party hereto that
sets such record date may designate any day as the “Record Expiration Date” and from time to time may change the
Record Expiration Date to any earlier or later day, provided, however,
that no such change shall be effective unless notice of the
proposed new Record Expiration Date is given to the other party hereto in writing,
and to each Holder of Securities in the manner set forth in Section 1.07,
on or before the existing Record Expiration Date.  If a Record Expiration Date is not designated
with respect to any record date set pursuant to this Section, the party hereto
that set such record date shall be deemed to have initially designated the
180th day after such record date as the Record Expiration Date with respect
thereto, subject to its right to change the Record Expiration Date as provided
in this paragraph.  Notwithstanding the
foregoing, no Record Expiration Date shall be later than the 180th day after
the applicable record date.


 


Without
limiting the foregoing, a Holder entitled hereunder to take any action
hereunder with regard to any particular Security may do so with regard to all
or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.


 


SECTION 1.06.      Notices to
Trustee or the Company.  Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided
or permitted by this Indenture to be made upon, given or furnished to, or filed
with,


 


(i)            the Trustee by any Holder or by the
Company shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing 


 


10

















 


and
mailed, first-class postage prepaid, to or with the Trustee at its Corporate
Trust Office, Attention:  Corporate Trust
Administration,


 


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


 


SECTION 1.07.      Notice to
Holders; Waiver.  Where
this Indenture provides for notice to Holders of any event, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to each Holder affected by
such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. 
In any case where notice to Holders is given by mail, neither the
failure to mail or receive such notice, nor any defect in any such notice, to
any particular Holder shall affect the sufficiency or validity of such
notice.  Where this Indenture provides
for notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. 
Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.


 


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


 


SECTION 1.08.      Conflict
with Trust Indenture Act.  If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required under
the Trust Indenture Act to be part of and govern this Indenture, such provision
of the Trust Indenture Act shall control. 
If any provision of this Indenture modifies or excludes any provision of
the Trust Indenture Act that may be so modified or excluded, such provision
shall be deemed to be so modified or excluded, as the case may be.


 


SECTION 1.09.      Effect of
Headings and Table of Contents.  The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


SECTION 1.10.      Successors
and Assigns.  Without
limiting Articles VIII hereof, all covenants and agreements in this Indenture
by the Company shall bind its respective successors and assigns, whether so
expressed or not.


 


SECTION 1.11.      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.


 


11

















 


SECTION 1.12.      Benefits
of Indenture.  Nothing in this
Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder and the Holders of
Securities, any benefit or any legal or equitable right, remedy or claim under
this Indenture.


 


SECTION 1.13.      Governing
Law.  This Indenture
and the Securities shall be governed by and construed in accordance with the
laws of the State of New York.


 


SECTION 1.14.      Legal
Holidays.  In any case
where any Interest Payment Date[, Redemption Date] or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture or of the Securities) payment of interest or principal (and
premium, if any) need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect (including with respect
to the accrual of interest) as if made on the Interest Payment Date[,
Redemption Date] or at the Stated Maturity.


 


SECTION 1.15.      Waiver of Jury Trial.  EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS INDENTURE OR THE SECURITIES.


 


SECTION 1.16.      Force Majeure. 
In no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or
caused by, directly or indirectly, forces beyond its control, including,
without limitation, strikes, work stoppages, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services; it being understood that the
Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances.


 


ARTICLE II




Security Forms


 


SECTION 2.01.      Form and
Dating.  Provisions
relating to the Securities are set forth in the Appendix, which is hereby
incorporated in and expressly made a part of this Indenture.  The Securities and the Trustee’s certificate
of authentication shall be substantially in the form of Exhibit A hereto,
which is hereby incorporated in and expressly made a part of this
Indenture.  The Securities may have
notations, legends or endorsements required by law, stock exchange rule, agreements
to which the Company is subject, if any, or usage (provided that any such
notation, legend or endorsement is in a form acceptable to the Company).  Each Security shall be dated the date of its
authentication.


 


12

















 


ARTICLE III




The Securities


 


SECTION 3.01.      Title and
Terms.  The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture on the Issue Date is limited to
$[                                ]
principal amount.  Additional Securities
may be issued, authenticated and delivered pursuant to Section 3.13, and
Securities may be authenticated and delivered upon registration or transfer of,
or in exchange for, or in lieu of, other Securities pursuant to Sections 3.04, 3.05, 3.06 or 9.06 [or 11.08].


 


The
Securities shall be known and designated as the “[        ]%
Senior Notes due [        ]” of the
Company.  Their Stated Maturity for
payment of principal shall be
[                            ].  Interest on the Securities shall accrue at
the rate of [        ]% per annum and
shall be payable semiannually in arrears on each
[                            ]
and
[                            ],
commencing
[                            ]
to the Holders of record of Securities at the close of business on
[                            ]
and [                            ],
respectively, immediately preceding such Interest Payment Date.  Subject to Section 3.13(3), interest on
the Securities will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from
[                            ].  Interest on the Securities will be computed
on the basis of a 360-day year comprised of twelve 30-day months.


 


The
principal of (and premium, if any) and interest on the Securities shall be
payable at the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, or such other office maintained by the Trustee
for such purpose and at any other office or agency maintained by the Company
for such purpose; provided, however, that, at the option of the
Company, payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register,
or wire transfer or other electronic means.


 


[The
Securities shall be redeemable as provided in Article XI and the
Securities.]


 


[The
Securities shall be subject to Defeasance and/or Covenant Defeasance as
provided in Article XII.]


 


SECTION 3.02.      Denominations.  The Securities shall be issuable only in
registered form without coupons and only in denominations of $2,000 principal
amount and any integral multiple of $1,000 thereof.


 


SECTION 3.03.      Execution
and Authentication.  The
terms and provisions contained in the Securities annexed hereto as Exhibit A
shall constitute, and are hereby expressly made, a part of this Indenture and,
to the extent applicable, the Company and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby.


 


The
Securities shall be executed on behalf of the Company by its Chairman of the
Board of Directors, its Chief Executive Officer, its President or one of its
Vice Presidents, its Chief 


 


13

















 


Operating Officer, or its Chief Financial
Officer.  The signature of any of these
officers on the Securities may be manual or facsimile.


 


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


 


At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, which shall specify the amount of the Securities
to be authenticated and the date on which the original issue of Securities is
to be authenticated and, in the case of an issuance of Additional Securities
pursuant to Section 3.13 after the Issue Date, shall certify that such
issuance is in compliance with this Indenture; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as
provided in this Indenture and not otherwise.


 


Each
Security shall be dated the date of its authentication.


 


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


 


Authentication
by counterpart shall satisfy the requirements of this Section 3.03 and the
requirements of the Securities.


 


SECTION 3.04.      Temporary
Securities.  Pending the
preparation of Definitive Securities, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the Definitive
Securities in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.


 


If
temporary Securities are issued, the Company will cause Definitive Securities
to be prepared without unreasonable delay. 
After the preparation of Definitive Securities, the temporary Securities
shall be exchangeable for Definitive Securities upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to Section 10.02,
without charge to the Holder.  Upon
surrender for cancellation of any one or more temporary Securities, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive Securities of authorized
denominations and of a like tenor.  Until
so exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as Definitive Securities.


 


SECTION 3.05.      Registration,
Registration of Transfer and Exchange.  The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the register 


 


14

















 


maintained
in such office and in any other office or agency designated pursuant to Section 10.02
being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as the
Company may prescribe, the Company shall provide for the registration of
Securities and of transfers of Securities. 
The Trustee is hereby appointed (a) the initial “Security Registrar”  for the purpose
of registering Securities and transfers of Securities as herein provided and (b) the
Securities Custodian with respect to the Global Securities.


 


The
Securities shall be issued in registered form and shall be transferable only
upon the surrender of a Security for registration of transfer and in compliance
with the Appendix.  When a Security is
presented to the Security Registrar with a request to register a transfer, the
Security Registrar shall register the transfer as requested if its requirements
therefor are met.  When Securities are
presented to the Security Registrar with a request to exchange them for an
equal principal amount of Securities of other denominations, the Security
Registrar shall make the exchange as requested if the same requirements are
met.  To permit registration of transfers
and exchanges, the Company shall execute and the Trustee shall authenticate Securities
at the Security Registrar’s request.


 


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


 


No
service charge shall be made for any registration of transfer or exchange of
Securities except as provided in Section 3.06, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04, 3.12 or 9.06
[or 11.08], and in any such case not involving any transfer.


 


[Neither the Company nor the Security
Registrar shall be required (i) to issue, register the transfer of or
exchange any Security during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 11.05 and ending at the close
of business on the day of such mailing, (ii) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part or (iii) to register the
transfer of any Securities other than Securities having a principal amount of
$2,000 or integral multiples thereof.]


 


Prior
to the due presentation for registration of transfer of any Security, the Company,
the Trustee, the Paying Agent, and the Security Registrar may deem and treat
the Person in whose name a Security is registered as the absolute 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 is overdue, and none of the Company, the Trustee, the Paying
Agent, or the Security Registrar shall be affected by notice to the contrary.


 


Any
Holder of a Global Security shall, by acceptance of such Global Security, agree
that transfers of beneficial interest in such Global Security may be effected
only through a book-entry system maintained by (a) the Holder of such
Global Security (or its agent) or (b) any Holder of a 


 


15

















 


beneficial interest in such Global Security, and that
ownership of a beneficial interest in such Global Security shall be required to
be reflected in a book entry.


 


SECTION 3.06.      Mutilated,
Destroyed, Lost and Stolen Securities.  If any mutilated Security is surrendered to
the Trustee, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of like tenor and principal amount
and bearing a number not contemporaneously
outstanding.


 


If
there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of each of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute, and upon its request the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount and bearing a number not
contemporaneously outstanding.


 


In
case any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security.


 


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


 


Every
new Security issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual
obligation of the Company, 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 duly issued hereunder.


 


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


 


SECTION 3.07.      Payment of
Interest; Rights Preserved.  Interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more predecessor
securities) is registered at the close of business on the Regular Record Date
for such interest payment.


 


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


 


(1)           the Company may elect
to make payment of any Defaulted Interest to the Persons in whose names the
Securities (or their respective predecessor Securities) are 


 


16

















 


registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner:  the Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Security and the date of the proposed payment, and at the same time the Company
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 days and not less than 10 days prior to the date of
the proposed payment and not less than 15 days after the receipt by the Trustee
of the notice of the proposed payment. 
The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be given to each Holder in the manner specified in Section 1.07,
not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
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 Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this clause (2), such manner of payment shall be
deemed practicable by the Trustee.


 


Subject
to the foregoing provisions of this Section and Section 3.05, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.


 


SECTION 3.08.      Persons
Deemed Owners.  Prior to due
presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee shall treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if any) and (subject
to Section 3.07) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.


 


SECTION 3.09.      Cancellation.  All Securities surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it.  The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities 


 


17

















 


so delivered shall be promptly cancelled by the
Trustee.  No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture.  All cancelled Securities held by the Trustee
shall be disposed of by the Trustee in its customary manner.


 


SECTION 3.10.      Computation
of Interest.  Interest on the
Securities shall be computed on the basis of a 360-day year comprised of twelve
30-day months.


 


SECTION 3.11.      CUSIP and
CINS Numbers.  The Company in
issuing the Securities may use “CUSIP” and “CINS” numbers (if then generally in
use), and, if so, the Trustee shall use the CUSIP or CINS numbers in notices of
redemption or repurchase as a convenience to Holders; provided, however,  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 or
repurchase and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption or repurchase shall
not be affected by any defect in or omission of such numbers.  The Company shall promptly notify the Trustee
of any change in the CUSIP or CINS numbers.


 


SECTION 3.12.      Deposits
of Monies.  Except to the
extent payment of interest is made by the Company’s check pursuant to Section 3.01,
prior to 11:00 a.m., New York City time, on each Interest Payment Date, [Redemption Date and] Stated Maturity, the Company shall
deposit with the Paying Agent in immediately available funds money sufficient
to make cash payments, if any, due on such Interest Payment Date, [Redemption
Date or] Stated Maturity in a timely manner which permits the Paying Agent to
remit payment to the Holders on such Interest Payment Date, [Redemption Date
or] Stated Maturity.


 


SECTION 3.13.      Issuance
of Additional Securities.  The Company shall be entitled, subject to its
compliance with this Indenture, to issue Additional Securities under this
Indenture which shall have identical terms as the Securities issued on the
Issue Date, other than with respect to the date of issuance and issue price provided, however, that  no Additional Securities shall be
issued that are not fungible for U.S. Federal income tax purposes, with any
other securities issued under this Indenture. 
The Securities issued on the Issue Date and any Additional Securities
shall be treated as a single class for all purposes under this Indenture.


 


With
respect to any Additional Securities, the Company shall set forth in a
resolution of its Board of Directors and an Officer’s Certificate, a copy of
each which shall be delivered to the Trustee, the following information:


 


(1)           whether such
Additional Securities shall be issued as part of a new or existing series of
Securities and the title of such Additional Securities (which shall distinguish
the Additional Securities of the series from Securities of any other series);


 


(2)           the aggregate
principal amount of such Additional Securities which may be authenticated and
delivered under this Indenture, which may be in an unlimited aggregate
principal amount;


 


(3)           the issue price and
issuance date of such Additional Securities, including the date from which
interest on such Additional Securities shall accrue; and


 


18

















 


(4)           if applicable, that such Additional
Securities shall be issuable in whole or in part in the form of one or more
Global Securities and, in such case, the respective depositaries for such
Global Securities, the form of any legend or legends which shall be borne by
such Global Securities in addition to or in lieu of those set forth in Exhibit A
hereto and any circumstances in addition to or in lieu of those set forth in Section 2.4
of the Appendix in which any such Global Security may be exchanged in whole or
in part for Additional Securities registered, or any transfer of such Global
Security in whole or in part may be registered, in the name or names of Persons
other than the depositary for such Global Security or a nominee thereof.


 


ARTICLE IV




Satisfaction and Discharge


 


SECTION 4.01.      Satisfaction
and Discharge of Indenture.  This Indenture shall cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when


 


(1)           either


 


(A)          all Securities
theretofore authenticated and delivered (other than (i) Securities which
have been destroyed, lost or stolen and which have been replaced or repaid as
provided in Section 3.06 and (ii) Securities for whose payment money
has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 10.03) have been delivered to the Trustee for
cancellation; or


 


(B)           all Securities not theretofore
delivered to the Trustee for cancellation (other than Securities which have
been destroyed, lost or stolen and which have been replaced or repaid as
provided in Section 3.06),


 


(i)            have become due and payable, or


 


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


 


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


 


and the Company, in the case of (i), (ii) or (iii) above, has
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust for the purpose an amount sufficient to pay and discharge the entire
Indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest on the
Securities to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity


 


19














 


[or Redemption Date, as the case may be,] together with irrevocable
instructions from the Company directing the Trustee to apply such funds to the
payment thereof at maturity or redemption, as the case may be;


 


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


 


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


 


Notwithstanding
the satisfaction and discharge of this Indenture pursuant to this Article IV,
the obligations of the Company to the Trustee under Section 6.07, the
obligations of the Company to any Authenticating Agent under Section 6.14
and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the
last paragraph of Section 10.03 shall survive such satisfaction and
discharge.


 


SECTION 4.02.      Application
of Trust Money.  Subject
to the provisions of the last paragraph of Section 10.03, all money
deposited with the Trustee pursuant to Section 4.01 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.


 


ARTICLE V




Remedies


 


SECTION 5.01.      Events of
Default.  “Event of Default,”  wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):


 


(1)           default in the payment
of the principal of or premium, if any, when due and payable, on any of the
Securities (at Stated Maturity[, upon optional redemption] or otherwise); or


 


(2)           default in the payment
of an installment of interest on any of the Securities, when due and payable,
for 30 days; or


 


(3)           the entry of a decree
or order by a court having jurisdiction in the premises (A) for relief in
respect of the Company in an involuntary case or proceeding under the Federal
Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency,
reorganization or similar law or (B) adjudging the Company bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment or composition of
or in respect of the 


 


20

















 


Company
under the Federal Bankruptcy Code or any other similar federal, state or
foreign law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Company or of any
substantial part of any of its properties, or ordering the winding up or
liquidation of any of its affairs, and the continuance of any such decree or
order unstayed and in effect for a period of 60 consecutive days; or


 


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


 


[Insert additional
Events of Default as applicable]


 


SECTION 5.02.      Acceleration
of Maturity; Rescission and Annulment.  If an Event of Default (other than those
covered by clause (3) or (4) of Section 5.01 with respect to the
Company) shall occur and be continuing, the Trustee, by notice to the Company,
or the Holders of at least 25% in aggregate principal amount of the Securities
then Outstanding, by notice to the Trustee and the Company, may declare the
principal of, premium, if any, and accrued and unpaid interest, if any, on all
of the Outstanding Securities due and payable immediately, upon which declaration,
all amounts payable in respect of the Securities shall be due and payable as of
the date which is five Business Days after the giving of such notice.  If an Event of Default specified in clause (3) or
(4) of Section 5.01 with respect to the Company occurs and is
continuing, then the principal of, premium, if any, and accrued and unpaid
interest, if any, on all the Outstanding Securities shall ipso facto become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holder of Securities.


 


After
a declaration of acceleration under this Indenture, but before a judgment or
decree for payment of the money due has been obtained by the Trustee, the
Holders of a majority in aggregate principal amount of the Outstanding
Securities, by written notice to the Company and the Trustee, may rescind such
declaration if


 


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


 


21

















 


(A)          all sums paid or
advanced by the Trustee under this Indenture and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;


 


(B)           all overdue interest
on all Securities;


 


(C)           the principal of and
premium, if any, on any Securities which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate borne by the
Securities; and


 


(D)          to the extent that
payment of such interest is lawful, interest upon overdue interest and overdue
principal at the rate set forth in the Securities which has become due
otherwise than by such declaration of acceleration;


 


(2)           the rescission would
not conflict with any judgment or decree of a court of competent jurisdiction;
and


 


(3)           all Events of Default,
other than the non-payment of principal of, premium, if any, and interest on
the Securities that have become due solely by such declaration of acceleration,
have been cured or waived.


 


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


 


SECTION 5.03.      Collection
of Indebtedness and Suits for Enforcement by Trustee.  The Company covenants that if:


 


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


 


(ii)           default
is made in the payment of the principal of (or premium, if any, on) any
Security on the due date for payment thereof,


 


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


 


In
addition to the rights and powers set forth in Section 317(a) of the
Trust Indenture Act, the Trustee shall be entitled to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and of the Holders of the Securities allowed in any judicial proceeding
relative to the Company or any other obligor upon the Securities, its
creditors, or its property, and to collect and receive any moneys or other
property payable or deliverable on any such claims, and to distribute the same
after the deduction of its charges and expenses; and any receiver, assignee or
trustee in bankruptcy or reorganization is hereby 


 


22

















 


authorized by each of the Holders to make such
payments to the Trustee, and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for compensation and expenses, including counsel fees incurred by
it up to the date of such distribution.


 


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


 


SECTION 5.04.      Trustee May File
Proofs of Claim.  In case
of any judicial proceeding relative to the Company (or any other obligor upon
the Securities), any of its property or any of its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding.  In particular, the Trustee shall be
authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee
any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07.


 


No
provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or
other similar committee.


 


SECTION 5.05.      Trustee May Enforce
Claims Without Possession of Securities.  All rights of action and claims under this
Indenture or the Securities may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, distributions and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.


 


SECTION 5.06.      Application
of Money Collected.  Any
money collected by the Trustee pursuant to this Article shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such money on account of principal (or premium, if any)
or interest, upon presentation of the Securities and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:


 


23

















 


FIRST:  To the payment of all
amounts due the Trustee under Section 6.07;


 


SECOND:  To the payment of the
amounts then due and unpaid for principal of (and premium, if any) and interest
on the Securities in respect of which or for the benefit of which such money
has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for principal (and
premium, if any) and interest, respectively;


 


THIRD:  To the payment of any and
all other amounts due under this Indenture or the Securities; and


 


FOURTH:  To the Company (or such
other Person as a court of competent jurisdiction may direct).


 


SECTION 5.07.      Limitation
on Suits.  Subject to Section 5.08,
no Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless


 


(i)            such Holder has
previously given written notice to the Trustee of a continuing Event of
Default;


 


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


 


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


 


(iv)          the Trustee for 45
days after its receipt of such notice, request and offer of indemnity has
failed to institute any such proceeding; and


 


(v)           no direction
inconsistent with such written request has been given to the Trustee during
such 45-day period by the Holders of a majority in principal amount of the
Outstanding Securities; it being understood and intended that no one or more
Holders shall have any right in any manner whatever by virtue of, or by availing
of, any provision of this Indenture to affect, disturb or prejudice the rights
of any other Holders, or to obtain or to seek to obtain priority or preference
over any other Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all the Holders.


 


SECTION 5.08.      Unconditional Right of
Holders to Receive Principal, Premium and Interest.  Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Section 3.07) interest on such Security on the respective
Stated Maturities expressed in such Security [(or, in the case of a redemption,
on the Redemption Date)] 


 


24

















 


and
to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such
Holder.


 


SECTION 5.09.      Restoration
of Rights and Remedies.  If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted,
subject to the determination in such proceeding.


 


SECTION 5.10.      Rights and
Remedies Cumulative.  Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
in the last paragraph of Section 3.06, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


SECTION 5.11.      Delay or
Omission Not Waiver.  No delay or omission of the Trustee or of any
Holder of any Security to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or
by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the Holders, as the
case may be.


 


SECTION 5.12.      Control by
Holders.  The Holders of
a majority in principal amount of the Outstanding Securities shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee, provided that:


 


(i)            such direction shall
not be in conflict with any rule of law or with this Indenture, and


 


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


 


SECTION 5.13.              Waiver
of Past Defaults.  The
Holders of not less than a majority in principal amount of the Outstanding
Securities may on behalf of the Holders of all the Securities waive any past
default hereunder and its consequences, except a default


 


(i)            in the payment of the
principal of (or premium, if any) or interest on any Security, or


 


25

















 


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


 


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


 


SECTION 5.14.      Undertaking
for Costs.  In any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
a court may require any party litigant in such suit to file an undertaking to
pay the costs of such suit (including reasonable counsel fees and expenses),
and may assess costs against any such party litigant, in the manner and to the
extent provided in the Trust Indenture Act; provided, that neither this Section nor
the Trust Indenture Act shall be deemed to authorize any court to require such
an undertaking or to make such an assessment in any suit instituted by the
Company, in any suit instituted by the Trustee, in any suit instituted by any
Holder or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities, or in any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium, if any) or
interest on any Security on or after the Stated Maturity expressed in such
Security [(or, in the case of a redemption, on or after the Redemption Date)].


 


SECTION 5.15.      Waiver of
Stay or Extension Laws.  The Company covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any usury,
stay or extension law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this Indenture; and the
Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.


 


ARTICLE VI




The Trustee


 


SECTION 6.01.      Certain
Duties and Responsibilities.  (a)  Except during the continuance of an
Event of Default,


 


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


 


(ii)           in the absence of bad
faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions which by the provisions hereof are specifically required to be
furnished to the Trustee, the Trustee shall 


 


26

















 


be
under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein).


 


(b)           In case an Event of
Default has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent Person would exercise or use
under the circumstances in the conduct of such Person’s own affairs.


 


(c)           No provision of this
Indenture shall be construed to relieve the Trustee from liability for its own
negligent misconduct, except that no provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers under this Indenture, unless the Trustee has
received security and indemnity satisfactory to it against any loss, liability
or expense.  The Trustee shall not be
liable for any error of judgment unless it is proved that the Trustee was
negligent in the performance of its duties hereunder.


 


(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 6.01.


 


SECTION 6.02.      Notice of
Defaults.  If a Default or
an Event of Default occurs and is known to the Trustee, the Trustee shall
transmit by mail to all Holders, as their names and addresses appear in the Security
Register, notice of such Default or Event of Default hereunder known to the
Trustee within 90 days after obtaining such knowledge, unless such Default
shall have been cured or waived; provided,
however, that, except in the case
of a Default or Event of Default in the payment of the principal of, premium,
if any, or interest on any Security, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interest of the Holders.


 


SECTION 6.03.      Certain
Rights of Trustee.  Subject
to the provisions of Section 6.01:


 


(a)           the Trustee may
conclusively rely as to the truth of the statements and correctness of the
opinions expressed therein and shall be fully protected in acting or refraining
from acting upon any resolution, Officer’s Certificate, certificate of auditors
or any other certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;


 


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


 


27

















 


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


 


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


 


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


 


(f)            the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled (subject to reasonable confidentiality
arrangements as may be proposed by the Company) to make reasonable examination
(upon prior notice and during regular business hours) of the books, records and
premises of the Company, personally or by agent or attorney at the sole cost of
the Company and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation;


 


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


 


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


 


(i)            in the event that the
Trustee is also acting as Authenticating Agent, Paying Agent, Security
Registrar or Securities Custodian hereunder, the rights and protections
afforded to the Trustee pursuant to this Article VI, including its right
to be indemnified, shall also be afforded to such Authenticating Agent, Paying
Agent, Security Registrar and Securities Custodian;


 


(j)            the Trustee shall not
be deemed to have notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless
written notice of any event which is in fact such a default is received by the 


 


28

















 


Trustee
at the Corporate Trust Office of the Trustee, and such notice references the
Securities and this Indenture;


 


(k)           in no event shall the Trustee be
responsible or liable for special, indirect, or consequential loss or damage of
any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action; and


 


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


 


SECTION 6.04.      Not
Responsible for Recitals or Issuance of Securities.  The recitals contained herein and in the
Securities, except the Trustee’s certificates of authentication, shall be taken
as the statements of the Company, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness.  The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Securities.  The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.


 


SECTION 6.05.      May Hold
Securities.  The Trustee,
any Authenticating Agent, any Paying Agent, any Security Registrar, any
Securities Custodian or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities and, subject
to Sections 6.08 and 6.13, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar, Securities Custodian or such other agent.


 


SECTION 6.06.      Money Held
in Trust.  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 Company.


 


SECTION 6.07.      Compensation
and Reimbursement.  The
Company agrees (1) to pay to the Trustee from time to time such
compensation as the Company and the Trustee shall from time to time agree in
writing for all services rendered by it hereunder (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee
of an express trust); (2) except as otherwise expressly provided herein,
to promptly reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may have been caused by its negligence or bad faith;
and (3) to indemnify the Trustee, its directors, officers, agents and
employees for, and to hold them harmless against, any and all loss, damage,
claim, liability or expense incurred without negligence or bad faith on its
part, including taxes (other than taxes based upon, measured by or determined
by the revenue or income of the Trustee), arising out of or in connection with
the acceptance or administration of this trust, including the costs and
expenses of defending itself against any claim (whether asserted by the Company,
a Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder.


 


29














 


The
Trustee shall have a lien prior to the Securities as to all property and funds
held by it hereunder for any amount owing to it pursuant to this Section 6.07,
except with respect to funds held in trust for the benefit of the Holders of
particular Securities.


 


When
the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 5.01(3) or Section 5.01(4), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.


 


Notwithstanding
any provisions of this Indenture, the provisions of this Section shall
survive the resignation or removal of the Trustee and any satisfaction and
discharge of this Indenture.


 


SECTION 6.08.              Conflicting
Interests.  If the Trustee
has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.


 


SECTION 6.09.              Corporate
Trustee Required; Eligibility.  There shall at all times be a Trustee
hereunder which shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has, or is a wholly owned subsidiary of a bank
holding company that has, a combined capital and surplus of at least
$50,000,000 and a Corporate Trust Office in the Borough of Manhattan, The City
of New York.  If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of a Federal or State supervising or examining authority, then for the purposes
of this Section and to the extent permitted by the Trust Indenture Act,
the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time
the Trustee shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


 


SECTION 6.10.              Resignation
and Removal; Appointment of Successor.  (a)  No resignation or removal of the
Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee
in accordance with the applicable requirements of Section 6.11.


 


(b)           The Trustee may
resign at any time by giving written notice thereof to the Company.  If an instrument of acceptance by a successor
Trustee in accordance with the applicable requirements of Section 6.11
shall not have been delivered to the Company and the resigning Trustee within
30 days after the giving of such notice of resignation, the resigning Trustee
may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor
Trustee.


 


(c)           The Trustee may be
removed at any time by Act of the Holders of a majority in principal amount of
the Outstanding Securities, delivered to the Trustee and to the Company.  If an instrument of acceptance by a successor
Trustee in accordance with the applicable requirements of Section 6.11 shall
not have been delivered to the


 


30

















 


Company
and the Trustee being removed within 30 days after the giving of such notice of
removal, the Trustee being removed may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Trustee.


 


(d)           If at any time:


 


(i)            the Trustee shall
fail to comply with Section 6.08 after written request therefor by the
Company or by any Holder who has been a bona fide Holder of a Security for at
least six months, or


 


(ii)           the Trustee shall
cease to be eligible under Section 6.09 and shall fail to resign after
written request therefor by the Company or by any such Holder, or


 


(iii)          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, (A) the Company, by a Board Resolution,
may remove the Trustee, or (B) subject to Section 5.14, any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


 


(e)           If the Trustee
shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee.  If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Securities delivered to the Company and the retiring Trustee,
the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 6.11,
become the successor Trustee and supersede the successor Trustee appointed by
the Company.  If no successor Trustee
shall have been so appointed by the Company or the Holders and accepted
appointment in accordance with the applicable requirements of Section 6.11,
any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee.


 


(f)            The Company shall
give notice of each resignation and each removal of the Trustee and each
appointment of a successor Trustee to all Holders in the manner provided in Section 1.07.  Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.


 


(g)           The resignation or
removal of the Trustee pursuant to this Section 6.10 shall not affect the
obligation of the Company to indemnify the Trustee pursuant to Section 6.07(3) in
connection with the exercise or performance by the Trustee prior to its
resignation or removal of any of its powers or duties hereunder.


 


31

















 


(h)           No Trustee under
this Indenture shall be liable for any action or omission of any successor
Trustee.


 


SECTION 6.11.              Acceptance
of Appointment by Successor.  Every successor Trustee appointed hereunder
shall execute, acknowledge and deliver to the Company and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.  Upon request of any such successor Trustee,
the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.


 


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


 


SECTION 6.12.              Merger,
Conversion, Consolidation or Succession to Business.  Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided, however, that such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.  In
case any Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.


 


SECTION 6.13.              Preferential
Collection of Claims Against the Company.  If and when the Trustee shall be or become a
creditor of the Company (or any other obligor upon the Securities), the Trustee
shall be subject to the provisions of the Trust Indenture Act regarding the
collection of claims against the Company (or any such other obligor).


 


SECTION 6.14.              Appointment
of Authenticating Agent.  The
Trustee may appoint an Authenticating Agent or Agents which shall be authorized
to act on behalf of the Trustee to authenticate Securities issued upon original
issue and upon exchange or registration of transfer [or partial redemption] or
pursuant to Section 3.06, and 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.  Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.  Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of


 


32

















 


the
United States of America, 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 Authenticating Agent 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 Section, the combined
capital and surplus of such Authenticating Agent 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 Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


 


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 all or substantially all of the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided that
such corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.


 


An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company.  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
Company.  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, the Trustee may appoint a successor Authenticating Agent which shall
be acceptable to the Company and shall give notice of such appointment in the
manner provided in Section 1.07, to all Holders as their names and
addresses appear in the Security Register. 
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.


 


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


 


If an
appointment is made pursuant to this Section, the Securities may have endorsed
thereon, in addition to the Trustee’s certificate of authentication, an
alternative certificate of authentication in the following form:


 


This
is one of the Securities described in the within-mentioned Indenture.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The Bank of New York
  Mellon, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  As Authentication Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  
						



 


33

















 


ARTICLE VII




Holders’ Lists and Reports by Trustee and Company


 


SECTION 7.01.              Company
to Furnish Trustee Names and Addresses of Holders.  The Company will furnish or cause to be
furnished to the Trustee a list of the names and addresses of the Holders in
such form as the Trustee may reasonably request in writing, within 30 days
after the receipt by the Company of any such request, as of a date not more
than 15 days prior to the time such list is furnished; excluding from any such
list names and addresses received by the Trustee in its capacity as Security
Registrar.


 


SECTION 7.02.              Preservation
of Information; Communications to Holders.  (a)  The Trustee shall preserve, in as
current a form as is reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Trustee as provided in Section 7.01
and the names and addresses of Holders received by the Trustee in its capacity
as Security Registrar, if so acting.


 


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


 


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


 


SECTION 7.03.              Reports
by Trustee.  (a) 
Within 60 days after June 15 of each year commencing June 15,
20[    ], the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this
Indenture to the extent required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant
thereto.


 


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


 


SECTION 7.04.              Reports
by Company.  The Company
shall file with the Trustee and the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant to the Trust Indenture Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the same is
so required to be filed with the Commission.


 


34

















 


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


 


ARTICLE VIII




[Consolidation, Merger, Conveyance, Transfer
or Lease


 


SECTION 8.01.              Company
May Consolidate, Etc. Only on Certain Terms.  (A) The Company will not, in any
transaction or series of transactions, merge or consolidate with or into, or
sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets as an entirety to, any Person or
Persons unless at the time and after giving effect thereto:


 


(1)           either:


 


(x) if the transaction or transactions is a merger or
consolidation, the Company shall be the surviving Person of such merger or
consolidation, or


 


(y) the Person formed by such consolidation or into which the
Company is merged or to
which the properties and assets of the Company are transferred substantially as
an entirety (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws
of the United States of America, any state thereof or the District of Columbia
and shall expressly assume by a supplemental indenture executed and delivered
to the Trustee, in form satisfactory to the Trustee, all the obligations of the
Company under the Securities and this Indenture, and this Indenture and the
Securities shall remain in full force and effect; and


 


(2)           immediately after
giving effect to such transaction or series of transactions on a pro forma
basis, no Default or Event of Default shall have occurred and be continuing.


 


In
connection with any consolidation, merger, transfer, lease, assignment or other
disposition contemplated by the foregoing provisions of this Section 8.01, the
Company shall deliver, or cause to be delivered, to the Trustee, in form and
substance reasonably satisfactory to the Trustee, an Officer’s Certificate and an Opinion of Counsel,
each stating that such consolidation, merger, transfer, lease, assignment, or
other disposition and the supplemental indenture in respect thereof (required
under clause (1)(y) of this Section 8.01) comply with the
requirements of this Indenture.  Each
such Officer’s Certificate shall set forth the manner of determination of the
ability to incur Indebtedness in accordance with clause (3) of this Section 8.01.


 


SECTION 8.02.              Successor
Substituted.  Upon any
consolidation or merger, or any sale, assignment, conveyance, transfer, lease or
disposition of all or substantially all of the properties and assets of the
Company in accordance with Section 8.01, the successor Person formed by
such consolidation or into which the Company is merged or the successor Person
to which such


 


35

















 


sale,
assignment, conveyance, transfer, lease or disposition is made shall succeed
to, and be substituted for, and may exercise every right and power of the
Company under the Securities and this Indenture with the same effect as if such
successor had been named as the Company in the Securities and this Indenture
and, except in the case of a lease, the Company shall be released and
discharged from its obligations thereunder.]


 


ARTICLE IX




Amendments; Waivers; Supplemental Indentures


 


SECTION 9.01.              Amendments,
Waivers and Supplemental Indentures Without Consent of Holders.  Without the consent of any Holders, when
authorized by a Board Resolution, the Company and the Trustee, at any time and
from time to time, may together amend, waive or supplement this Indenture or
the Securities, for any of the following purposes:


 


(i)            to evidence the
succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company herein and in the Securities and to
evidence the assumption of obligations under this Indenture;


 


(ii)           to add to the
covenants of the Company for the benefit of the Holders, or to surrender any
right or power herein conferred upon the Company;


 


(iii)          to secure the
Securities;


 


(iv)          to comply with any
requirements of the Commission in order to effect or maintain the qualification
of this Indenture under the Trust Indenture Act; or


 


(v)           to cure any
ambiguity, to correct or supplement any provision herein which may be defective
or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture
which shall not be inconsistent with the provisions of this Indenture;


 


provided, however,
that (a) such
amendment, waiver or supplement does not adversely affect the rights of any
Holder of Securities and (b) the Company shall have delivered to the
Trustee an Opinion of Counsel and Officer’s Certificate stating that such
action pursuant to clauses (i), (ii), (iii), (iv) or (v) above is
permitted by this Indenture.  The Trustee
shall not be obligated to enter into any such amendment, waiver or supplemental
indenture that adversely affects its own rights, duties or immunities under
this Indenture or otherwise.


 


SECTION 9.02.              Modifications,
Amendments and Supplemental Indentures with Consent of Holders.  With the consent of the Holders of not less
than a majority in principal amount of the Outstanding Securities, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by Board Resolutions, and the Trustee may together modify, amend or
supplement this Indenture or the Securities for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders under
this Indenture; provided, however, that no such modification,
amendment or supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,


 


36

















 


(i)            reduce the
principal amount of, extend the Stated Maturity of or alter the redemption
provisions of, the Securities,


 


(ii)           change the currency
in which any Securities or any premium or the interest thereon is payable,


 


(iii)          reduce the
percentage in principal amount of Outstanding Securities that must consent to
an amendment, supplement or waiver or consent to take any action under this
Indenture or the Securities,


 


(iv)          impair the right to
institute suit for the enforcement of any payment on or with respect to the
Securities,


 


(v)           waive a default in
payment with respect to the Securities,


 


(vi)          reduce or change
the rate or time for payment of interest on the Securities, or


 


(vii)         modify or change
any provision of this Indenture affecting the ranking of the Securities in a
manner adverse to the Holders of the Securities.


 


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


 


The
Trustee shall join with the Company in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture affects
the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amendment or supplemental indenture.


 


SECTION 9.03.              Execution
of Supplemental Indentures.  In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or
the modifications thereby of the trusts created by this Indenture, the Trustee
shall be given, and (subject to Section 6.01) shall be fully protected in
relying upon, an Opinion of Counsel and an Officer’s Certificate stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture.  The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture which affects
the Trustee’s own rights, duties or immunities under this Indenture or
otherwise; provided that the
Trustee shall enter into and execute all other supplemental indentures which
satisfy all applicable conditions under this Article IX.


 


SECTION 9.04.              Effect
of Supplemental Indentures.  Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.


 


37

















 


SECTION 9.05.              Conformity
with Trust Indenture Act.  Every
supplemental indenture executed pursuant to this Article shall conform to
the requirements of the Trust Indenture Act as then in effect.


 


SECTION 9.06.              Reference
in Securities to Supplemental Indentures.  Securities authenticated and delivered after
the execution of any supplemental indenture pursuant to this Article may,
and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture, provided that any failure by the Trustee
to make such notation shall not affect the validity of the matter provided for
in such supplemental indenture or any Security hereunder.  If the Company shall so determine, new
Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.


 


SECTION 9.07.              Waiver
of Certain Covenants.  The Company may
omit in any particular instance to comply with any covenant or condition set
forth in [Section 8.01,] Sections
[        ] and pursuant to Section 9.01(ii),
if before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance
with such covenant or condition, but no such waiver shall extend to or affect
such covenant or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such covenant or condition shall remain
in full force and effect.


 


SECTION 9.08.              No
Liability for Certain Persons.  No director, officer, employee, or
stockholder of the Company, as such, shall have any liability for any
obligations of the Company under the Securities or this Indenture based on or
by reason of such obligations or their creation.  Each Holder by accepting a Security waives
and releases all such liability.  The
foregoing waiver and release are an integral part of the consideration for the
issuance of the Securities.


 


ARTICLE X




Covenants


 


SECTION 10.01.            Payment
of Principal, Premium and Interest.  The Company shall duly and punctually pay the
principal of (and premium, if any) and interest on the Securities in accordance
with the terms of the Securities and this Indenture.  The Company will deposit or cause to be deposited
with the Trustee or its nominee, no later than the opening of business on the
date of the Stated Maturity of any Security or no later than the opening of
business on the due date for any installment of interest, all payments so due,
which payments shall be in immediately available funds on the date of such
Stated Maturity or due date as the case may be.


 


SECTION 10.02.            Maintenance
of Office or Agency.  The Company
shall maintain in the Borough of Manhattan, The City of New York, an office or
agency where Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served.  The
Company shall give prompt written notice to


 


38

















 


the
Trustee of the location, and any change in the location, of such office or
agency.  If at any time the Company shall
fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at a Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands. 
In the event any such notice or demands are so made or served on the
Trustee, the Trustee shall promptly forward copies thereof to the Company.


 


The
Company may also from time to time designate one or more other offices or
agencies (in or outside the Borough of Manhattan, The City of New York) where
the Securities may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
The City of New York, for such purposes. 
The Company shall give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.


 


The
Company hereby initially designates the Trustee as Paying Agent and Security
Registrar, and the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, located at 101 Barclay Street, Floor 8 West,
New York, New York 10286, Attention: 
Corporate Trust Administration, as one such office or agency of the
Company for each of the aforesaid purposes.


 


SECTION 10.03.            Money
for Security Payments to be Held in Trust.  If the Company shall at any time act as its
own Paying Agent, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.


 


Whenever
the Company shall have one or more Paying Agents, the Company will, prior to
11:00 a.m., New York City time, on each due date of the principal of (and
premium, if any) or interest on any Securities, deposit with a Paying Agent a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held as provided by the Trust Indenture Act, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.


 


The
Company shall cause each Paying Agent other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying
Agent will:  (i) comply with the
provisions of the Trust Indenture Act applicable to it as Paying Agent and (ii) during
the continuance of any default by the Company (or any other obligor upon the
Securities) in the making of any payment in respect of the Securities, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent as such.


 


The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any


 


39














 


Paying Agent to pay, to the Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by such Paying Agent; and, upon
such payment by any Paying Agent (other than the Company) to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.


 


Any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (and premium, if any) or
interest on any Security and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided,
however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in 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 Company.


 


SECTION 10.04.            Existence;
Activities.  Subject to Article VIII,
the Company shall do or cause to be done all things necessary to preserve and
keep in full force and effect its existence, rights (charter and statutory) and
material franchises; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Board of Directors of
the Company in good faith shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the
loss thereof is not disadvantageous in any material respect to the Holders.


 


SECTION 10.05.            Statement
by Officers as to Default; Compliance Certificates.  (a) The Company shall deliver to the
Trustee, prior to March 31 in each year commencing with the year beginning
on January 1, 20[    ], an Officer’s Certificate,
stating whether or not to the best knowledge of the signers thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder), and if the Company shall be in
default, specifying all such defaults and the nature and status thereof of
which he may have knowledge.


 


(b)           The Company shall deliver to the Trustee, as soon as
possible and in any event within five days after the Company becomes aware of
the occurrence of a Default or an Event of Default, an Officer’s Certificate
setting forth the details of such Default or Event of Default, and the action
which the Company proposes to take with respect thereto.


 


[Include additional
covenants as applicable.]


 


40

















 


ARTICLE XI




[Redemption of Securities


 


SECTION 11.01.            Right
of Redemption.  The Securities
may be redeemed at the election of the Company, in the amounts, at the times,
at the Redemption Prices (together with any applicable accrued and unpaid
interest to the Redemption Date), and subject to the conditions specified in
the form of Security and hereinafter set forth.


 


SECTION 11.02.            Applicability
of Article.  Redemption of
Securities at the election of the Company, as permitted by this Indenture and
the provisions of the Securities, shall be made in accordance with such
provisions and this Article.


 


SECTION 11.03.            Election
to Redeem; Notice to Trustee.  The election of the Company to redeem any
Securities pursuant to Section 11.01 shall be evidenced by a Board
Resolution.  In the event of any
redemption at the election of the Company pursuant to Section 11.01, the
Company shall notify the Trustee, in case of a redemption of less than all the
Securities, at least 60 days, and in the case of a redemption of all the
Securities, at least 40 days, prior to the Redemption Date fixed by the Company
(in each case, unless a shorter notice shall be satisfactory to the Trustee) of
such Redemption Date and of the principal amount of Securities to be redeemed.


 


SECTION 11.04.            Selection
by Trustee of Securities to Be Redeemed.  In the event that less than all of the
Securities are to be redeemed at any time, selection of such Securities for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not then listed on a national securities
exchange, on a pro rata basis, by lot or by such method as the Trustee shall
deem fair and appropriate (subject to the rules of the Depositary); provided, however,
that Securities shall only be redeemable in amounts of $2,000 or an integral
multiple of $1,000.


 


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


 


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


 


SECTION 11.05.            Notice
of Redemption.  Notice of
redemption shall be given by first class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, at his address appearing in the Security Register, except that redemption notices may be
mailed more than 60 days prior to the Redemption Date if the notice of
redemption is issued in connection with (i) a satisfaction and discharge
of securities in accordance with Article IV or (ii) a defeasance in
accordance with Article XII.


 


41

















 


All
notices of redemption shall identify the Securities to be redeemed (including,
if used, CUSIP or CINS numbers) and shall state:


 


(i)            the Redemption Date;


 


(ii)           the Redemption Price;


 


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


 


(iv)          that on the Redemption
Date the Redemption Price and accrued interest to, but excluding, the
Redemption Date will become due and payable upon each such Security to be
redeemed and that interest thereon will cease to accrue on and after such
Redemption Date; and


 


(v)           the place or places
where such Securities are to be surrendered for payment of the Redemption Price
and accrued interest to, but excluding, the Redemption Date.


 


Notice
of redemption of Securities to be redeemed at the election of the Company shall
be given by the Company or, at the Company’s request and provision of such
notice information five days prior to the notice being mailed, by the Trustee
in the name and at the expense of the Company and shall be irrevocable.


 


SECTION 11.06.            Deposit
of Redemption Price.  Prior to any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03)
an amount of money sufficient to pay the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) any applicable accrued
interest on, all the Securities which are to be redeemed on that date.


 


SECTION 11.07.            Securities
Payable on Redemption Date.  Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and
after such date (unless the Company shall default in the payment of the
Redemption Price and any applicable accrued interest) interest shall cease to
accrue on such Securities or portions thereof. 
Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the Redemption
Price, together with any applicable accrued and unpaid interest to the
Redemption Date; provided, however, that installments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more predecessor securities,
registered as such at the close of business on the relevant record dates
according to their terms and the provisions of Section 3.07.


 


If any
Security called for redemption in accordance with the election of the Company
made pursuant to Section 11.01 shall not be so paid upon surrender thereof
for redemption, the principal (and premium, if any) shall, until paid, bear
interest from the Redemption Date at the rate provided by the Security.


 


42

















 


SECTION 11.08.            Securities
Redeemed in Part.  Any
Security which is to be redeemed only in part shall be surrendered at an office
or agency of the Company designated for that purpose pursuant to Section 10.02
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security
or Securities, of any authorized denomination as requested by such Holder, in
aggregate principal amount at Stated Maturity equal to and in exchange for the
unredeemed portion of the principal amount at Stated Maturity of the Security
so surrendered.]


 


ARTICLE XII




[Defeasance and Covenant Defeasance


 


SECTION 12.01.            Company’s
Option to Effect Defeasance or Covenant Defeasance.  The Company may elect, at its option at any
time, to have Section 12.02 or Section 12.03 applied to the
Outstanding Securities (as a whole and not in part) upon compliance with the
conditions set forth below in this Article. 
Any such election shall be evidenced by a Board Resolution.


 


SECTION 12.02.            Defeasance
and Discharge.  Upon the
Company’s exercise of its option to have this Section applied to the
Outstanding Securities (as a whole and not in part), the Company shall be
deemed to have been discharged from its obligations with respect to such Securities
as provided in this Section on and after the date the conditions set forth
in Section 12.04 are satisfied (hereinafter called “Defeasance”).  For this purpose,
such Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by such Securities and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same), subject
to the following which shall survive until otherwise terminated or discharged
hereunder:  (1) the rights of
Holders of Outstanding Securities to receive, solely from the trust fund
described in Section 12.04 and as more fully set forth in such Section,
payments in respect of the principal of, premium, if any, and interest on such
Securities when payments are due, (2) the Company’s obligations with
respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this
Article.  Subject to compliance with this
Article, the Company may exercise its option to have this Section applied
to the Outstanding Securities (as a whole and not in part) notwithstanding the
prior exercise of its option to have Section 12.03 applied to such
Securities.


 


SECTION 12.03.            Covenant
Defeasance.  Upon the
Company’s exercise of its option to have this Section applied to the
Outstanding Securities (as a whole and not in part), (i) the Company shall
be released from its obligations under Sections
[      ] and (ii) the occurrence of any
event specified in Sections [        ],
and any such covenants provided pursuant to Section 9.01(ii)), shall be
deemed not to be or result in an Event of Default, in each case with respect to
such Securities as provided in this Section on and after the date the
conditions set forth in Section 12.04 are satisfied (hereinafter called “Covenant Defeasance”).  For this purpose,
such Covenant Defeasance means that, with respect to such Securities, the
Company may omit to


 


43

















 


comply
with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
by reason of any reference in any such Section to any other provision
herein or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby.


 


SECTION 12.04.            Conditions
to Defeasance or Covenant Defeasance.  The following shall be the conditions to the
application of Section 12.02 or Section 12.03
to the Outstanding Securities:


 


(1)           The Company shall
irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee which satisfies the requirements contemplated by Section 6.09
and agrees to comply with the provisions of this Article applicable to it)
as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefits of
the Holders of such Securities, (A) money in an amount, or (B) U.S.
Government Obligations which through the scheduled payment of principal and
interest 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 (C) a
combination thereof, in each case sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or any such other qualifying trustee) to pay
and discharge, the principal of, premium, if any, and any installment of
interest on such Securities on the respective Stated Maturities or Redemption
Date thereof, in accordance with the terms of this Indenture and such
Securities.  As used herein, “U.S.
Government Obligation” means (x) any security which is (i) a direct
obligation of the United States of America for the payment of which the full
faith and credit of the United States of America is pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary
receipt issued by a bank (as defined in Section 3(a) (2) of the
Securities Act) as custodian with respect to any U.S. Government Obligation
which is specified in clause (x) above and held by such bank for the
account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any U.S. Government Obligation
which is so specified and held, 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 principal or interest evidenced by such depositary
receipt.


 


(2)           In the event of an
election to have Section 12.02 apply to the Outstanding Securities, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (B) since the date of this instrument, there has been
a change in the applicable federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such Securities
will not


 


44

















 


recognize
gain or loss for federal income tax purposes as a result of the deposit,
Defeasance and discharge to be effected with respect to such Securities and
will be subject to Federal income tax on the same amount, in the same manner
and at the same times as would be the case if such deposit, Defeasance and
discharge were not to occur.


 


(3)           In the event of an
election to have Section 12.03 apply to the Outstanding Securities, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Securities will not recognize gain or loss for federal
income tax purposes as a result of the deposit and Covenant Defeasance to be
effected with respect to such Securities and will be subject to federal income
tax on the same amount, in the same manner and at the same times as would be
the case if such deposit and Covenant Defeasance were not to occur.


 


(4)           No Default or Event of
Default with respect to the Outstanding Securities shall have occurred and be
continuing at the time of such deposit.


 


(5)           Such Defeasance or
Covenant Defeasance shall not cause the Trustee to have a conflicting interest
with respect to any securities of the Company.


 


(6)           Such Defeasance or
Covenant Defeasance shall not result in a breach or violation of, or constitute
a default under, any other material agreement or instrument to which the
Company or any Subsidiary is a party or by which it is bound.


 


(7)           The Company shall have
delivered to the Trustee an Opinion of Counsel (which opinion may be subject to
customary assumptions and exceptions) to the effect that after the 91st day
following the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally.


 


(8)           The Company shall have
delivered to the Trustee an Officer’s Certificate stating that the deposit was
not made by the Company with the intent of preferring the Holders of the
Securities over the other creditors of the Company with the intent of
defeating, hindering, delaying or defrauding creditors of the Company or
others.


 


(9)           No event or condition
shall exist that would prevent the Company from making payments of the principal
of, premium, if any, and interest on the Securities on the date of such deposit
or at any time ending on the 91st day after the date of such deposit.


 


(10)         The Company shall have
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that all conditions precedent under this Indenture to either
Defeasance or Covenant Defeasance, as the case may be, have been complied with.


 


SECTION 12.05.            Deposited Money and
U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.  Subject to the provisions of the last
paragraph of Section 10.03, all money and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section and


 


45

















 


Section 12.06,
the Trustee and any such other trustee are referred to collectively as the “Trustee”)
pursuant to Section 12.04 in respect
of the Outstanding Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this Indenture,
to the payment, either directly or through any such Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities, of all sums due and to become due thereon in
respect of principal and any premium and interest, but money so held in trust
need not be segregated from other funds except to the extent required by law.


 


The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 12.04 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of Outstanding Securities.


 


Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 12.04 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to the Outstanding Securities.


 


SECTION 12.06.            Reinstatement.  If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining, or otherwise prohibiting such application,
then the obligations under this Indenture and such Securities from which the
Company has been discharged or released pursuant to Section 12.02 or 12.03
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article with respect to such Securities, until such time as the
Trustee or Paying Agent is permitted to apply all money held in trust pursuant
to Section 12.05 with respect to such Securities in accordance with this
Article; provided, however, that if the Company makes any
payment of principal of or any premium or interest on any such Security following
such reinstatement of its obligations, the Company shall be subrogated to the
rights (if any) of the Holders of such Securities to receive such payment from
the money so held in trust.]


 


This
instrument 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.


 


46

















 


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


 


	
   

  	
  UNITED RENTALS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK
  MELLON, AS TRUSTEE

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


47














 


APPENDIX


 


PROVISIONS RELATING TO SECURITIES


 


1.                                       Definitions


 


1.1           Definitions


 


For
the purposes of this Appendix the following terms shall have the meanings
indicated below:


 


“Definitive
Security” means a certificated Security that does not include the Global
Securities Legend.


 


“Depositary”
means The Depository Trust Company, its nominees and their respective
successors.


 


“Global
Securities Legend” means the legend set forth under that caption in Exhibit A
to this Indenture.


 


“Securities
Custodian” means the custodian with respect to a Global Security (as appointed
by the Depositary) or any successor person thereto, who shall initially be the
Trustee.


 


1.2           Other Definitions


 


	
  Term:

  	
   

  	
  Defined in Section:

  
	
   

  	
   

  	
   

  
	
  “Agent Members”

  	
   

  	
  2.1(b)

  
	
  “Global Security”

  	
   

  	
  2.1(a)

  



 


2.                                       The Securities


 


2.1           Form.


 


(a)           Global Securities. 
The Securities shall be issued initially in the form of one or more
global Securities in definitive, fully registered form (collectively, the “Global
Security”) without interest coupons and bearing the Global Securities Legend,
which shall be deposited on behalf of the Holders of the Securities represented
thereby with the Securities Custodian, and registered in the name of the
Depositary or a nominee of the Depositary, duly executed by the Company and
authenticated by the Trustee as provided in this Indenture.  The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary or its nominee and on the
schedules thereto as hereinafter provided.


 


(b)           Book-Entry Provisions.  This Section 2.1(b) shall apply
only to a Global Security deposited with or on behalf of the Depositary.


 


48

















 


The
Company shall execute and the Trustee shall, in accordance with this Section 2.1(b) and
Section 2.2 and pursuant to an order of the Company signed by one officer
of the Company, authenticate and deliver initially one or more Global
Securities that (i) shall be registered in the name of the Depositary for
such Global Security or Global Securities or the nominee of such Depositary and
(ii) shall be delivered by the Trustee to such Depositary or pursuant to
such Depositary’s instructions or held by the Trustee as Securities Custodian.


 


Members
of, or participants in, the Depositary (“Agent Members”) shall have no rights
under this Indenture with respect to any Global Security held on their behalf
by the Depositary or by the Trustee as Securities Custodian or under such Global
Security, and the Depositary may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever. 
Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Trustee or any agent of the Company or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the
Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices of such Depositary governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.


 


(c)           Definitive Securities.  Except as provided in Section 2.3 or
2.4, owners of beneficial interests in Global Securities will not be entitled
to receive physical delivery of certificated Securities.


 


2.2           Authentication. 
The Trustee shall authenticate and make available for delivery upon a
written order of the Company signed by one Officer of the Company (a) Securities
for original issue on the date hereof in an aggregate principal amount of
$[                    ]
and (b) subject to the terms of this Indenture, Additional Securities in
an unlimited aggregate principal amount. 
Such order shall specify the amount of the Securities to be
authenticated, the date on which the original issue of Securities is to be
authenticated and, in the case of an issuance of Additional Securities pursuant
to Section 3.13 after the Issue Date, shall certify that such issuance is
in compliance with this Indenture.


 


2.3           Transfer and Exchange.


 


(a)           Transfer and Exchange of Definitive Securities.  When Definitive Securities are presented to
the Security Registrar with a request:


 


(i)            to
register the transfer of such Definitive Securities; or


 


(ii)           to
exchange such Definitive Securities for an equal principal amount of Definitive
Securities of other authorized denominations,


 


the Security Registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met; provided,
however, that the Definitive Securities surrendered for transfer or
exchange shall be duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Company and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.


 


49

















 


(b)           Restrictions on Transfer of a Definitive Security for a
Beneficial Interest in a Global Security. 
A Definitive Security may not be exchanged for a beneficial interest in
a Global Security except upon satisfaction of the requirements set forth
below.  Upon receipt by the Trustee of a
Definitive Security, duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Company and the Security
Registrar, together with written instructions directing the Trustee to make, or
to direct the Securities Custodian to make, an adjustment on its books and
records with respect to such Global Security to reflect an increase in the
aggregate principal amount of the Securities represented by the Global
Security, such instructions to contain information regarding the Depositary
account to be credited with such increase, then the Trustee shall cancel such Definitive
Security and cause, or direct the Securities Custodian to cause, in accordance
with the standing instructions and procedures existing between the Depositary
and the Securities Custodian, the aggregate principal amount of Securities
represented by the Global Security to be increased by the aggregate principal
amount of the Definitive Security to be exchanged and shall credit or cause to
be credited to the account of the Person specified in such instructions a
beneficial interest in the Global Security equal to the principal amount of the
Definitive Security so canceled.  If no
Global Securities are then outstanding and the Global Security has not been
previously exchanged for certificated securities pursuant to Section 2.4,
the Company shall issue and the Trustee shall authenticate, upon written order
of the Company in the form of an Officer’s Certificate, a new Global Security
in the appropriate principal amount.


 


(c)           Transfer and Exchange of Global Securities.


 


(i)            The
transfer and exchange of Global Securities or beneficial interests therein
shall be effected through the Depositary, in accordance with this Indenture and
the procedures of the Depositary therefor. 
A transferor of a beneficial interest in a Global Security shall deliver
a written order given in accordance with the Depositary’s procedures containing
information regarding the participant account of the Depositary to be credited
with a beneficial interest in such Global Security or another Global Security
and such account shall be credited in accordance with such order with a
beneficial interest in the applicable Global Security and the account of the
Person making the transfer shall be debited by an amount equal to the
beneficial interest in the Global Security being transferred.


 


(ii)           If
the proposed transfer is a transfer of a beneficial interest in one Global
Security to a beneficial interest in another Global Security, the Security
Registrar shall reflect on its books and records the date and an increase in
the principal amount of the Global Security to which such interest is being
transferred in an amount equal to the principal amount of the interest to be so
transferred, and the Security Registrar shall reflect on its books and records
the date and a corresponding decrease in the principal amount of Global
Security from which such interest is being transferred.


 


(iii)          Notwithstanding
any other provisions of this Appendix (other than the provisions set forth in Section 2.4),
a Global Security may not be transferred as a whole except 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


 


50

















 


or any such nominee to a
successor Depositary or a nominee of such successor Depositary.


 


(d)           Cancelation or Adjustment of Global Security.  At such time as all beneficial interests in a
Global Security have either been exchanged for Definitive Securities,
transferred, redeemed, repurchased or canceled, such Global Security shall be
returned by the Depositary to the Trustee for cancelation or retained and
canceled by the Trustee.  At any time
prior to such cancelation, if any beneficial interest in a Global Security is
exchanged for Definitive Securities, transferred in exchange for an interest in
another Global Security, redeemed, repurchased or canceled, the principal
amount of Securities represented by such Global Security shall be reduced and
an adjustment shall be made on the books and records of the Trustee (if it is
then the Securities Custodian for such Global Security) with respect to such
Global Security, by the Trustee or the Securities Custodian, to reflect such
reduction.


 


(e)           Obligations with Respect to Transfers and Exchanges of
Securities.


 


(i)            To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate, Definitive Securities and Global Securities at
the Security Registrar’s request.


 


(ii)           No
service charge shall be made for any registration of transfer or exchange of
Securities except as provided in Section 3.06 of this Indenture, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section 3.04,
3.12, 9.06 [or 11.08] of this Indenture, and in any such case not involving any
transfer.


 


(iii)          Prior
to the due presentation for registration of transfer of any Security, the
Company, the Trustee, the Paying Agent or the Security Registrar may deem and
treat the person in whose name a Security is registered as the absolute owner
of such Security for the purpose of receiving payment of principal of and
interest on such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and none of the Company, the Trustee, the Paying
Agent or the Security Registrar shall be affected by notice to the contrary.


 


(iv)          All
Securities issued upon any transfer or exchange pursuant to the terms of this
Indenture shall evidence the same debt and shall be entitled to the same
benefits under this Indenture as the Securities surrendered upon such transfer
or exchange.


 


(f)            No Obligation of the Trustee.


 


(i)            The
Trustee shall have no responsibility or obligation to any beneficial owner of a
Global Security, a member of, or a participant in the Depositary or any other
Person with respect to the accuracy of the records of the Depositary or its
nominee or of any participant or member thereof, with respect to any ownership
interest in the Securities or with respect to the delivery to any participant,
member, beneficial owner or other Person (other than the Depositary) of any
notice [(including any notice of redemption)] or the payment of any amount,
under or with respect to such Securities. 
All


 


51

















 


notices and communications to be given to the Holders and all payments
to be made to Holders under the Securities shall be given or made only to the
registered Holders (which shall be the Depositary or its nominee in the case of
a Global Security).  The rights of
beneficial owners in any Global Security shall be exercised only through the Depositary
subject to the applicable rules and procedures of the Depositary.  The Trustee may rely and shall be fully
protected in relying upon information furnished by the Depositary with respect
to its members, participants and any beneficial owners.


 


(ii)           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 (including any transfers between or among Depositary participants,
members or beneficial owners in any Global 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.


 


2.4           Definitive Securities


 


(a)           A Global Security deposited with the Depositary or with
the Trustee as Securities Custodian pursuant to Section 2.1 shall be
transferred to the beneficial owners thereof in the form of Definitive
Securities in an aggregate principal amount equal to the principal amount of
such Global Security, in exchange for such Global Security, only if such
transfer complies with Section 2.3 and (i) the Depositary notifies
the Company that it is unwilling or unable to continue as a Depositary for such
Global Security or if at any time the Depositary ceases to be a “clearing
agency” registered under the Exchange Act, and a successor depositary is not
appointed by the Company within 90 days of such notice or after the Company
becomes aware of such cessation, or (ii) an Event of Default has occurred
and is continuing or (iii) the Company, in its sole discretion, notifies
the Trustee in writing that it elects to cause the issuance of certificated
Securities under this Indenture.


 


(b)           Any Global Security that is transferable to the beneficial
owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depositary to the Trustee, to be so transferred, in whole or from time to time
in part, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Security, an equal aggregate
principal amount of Definitive Securities of authorized denominations.  Any portion of a Global Security transferred
pursuant to this Section shall be executed, authenticated and delivered
only in denominations of $2,000 and any integral multiple thereof and
registered in such names as the Depositary shall direct.


 


(c)           Subject to the provisions of Section 2.4(b), the
registered Holder of a Global Security may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Securities.


 


(d)           In the event of the occurrence of any of the events
specified in Section 2.4(a)(i), (ii) or (iii), the Company will
promptly make available to the Trustee a reasonable supply of Definitive
Securities in fully registered form without interest coupons.


 


52














 


Exhibit A


 


[FORM OF SECURITY]


 


[Global Securities Legend]


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DEPOSITARY”), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DEPOSITARY (AND
ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DEPOSITARY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO DEPOSITARY, TO NOMINEES OF DEPOSITARY OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


A-1

















 


United
Rentals, Inc.


 


[        ]%
Senior Note due 20[      ]


 


	
  No.
            

  	
   

  	
  $                 

  
	
   

  	
   

  	
  CUSIP
  NO.

  



 


United
Rentals, Inc., a corporation duly organized and existing under the laws of
the State of Delaware (herein called the “Company”, which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum listed on the Schedule of Increases or Decreases in Global
Security attached hereto on [                      ],
20[      ] and to pay interest thereon from [                      ],
20[      ] or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semiannually in arrears on [                      ] and [                      ] in each year, commencing [                      ],
20[      ] at the rate of
[        ]% per annum, until the
principal hereof is paid or duly provided for, provided,
however, that any principal and premium, and any such installment of
interest, which is overdue shall bear interest at the rate of
[        ]% per annum (to the extent
that the payment of such interest shall be legally enforceable), from the dates
such amounts are due until they are paid or duly provided for.  The interest so payable and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the [                      ] and [                      ] (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of securities not less than 10 days prior to such Special Record Date,
or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed, and
upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.


 


Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided,
however, that, at the option of
the Company, payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register.


 


Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.


 


A-2

















 


Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.


 


IN
WITNESS WHEREOF, the Company has caused this Security to be duly executed.


 


	
   

  	
  UNITED RENTALS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  TRUSTEE’S CERTIFICATE
  OF AUTHENTICATION

  	
   

  
	
   

  	
   

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

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
  THE BANK OF NEW YORK
  MELLON, AS TRUSTEE

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Authorized Signatory

  	
   

  
				



 


A-3

















 


Form of
Reverse of Security


 


This
Security is one of a duly authorized issue of Securities of the Company
designated as [        ]% Senior Notes
due [        ] (herein called the “Securities”),
limited in aggregate principal amount on the Issue Date to
$[                  ]
issued and to be issued under an Indenture, dated as of [                      ],
20[      ] (herein called the “Indenture,” which term shall have
the meaning assigned to it in such instrument), among the Company and The Bank
of New York Mellon, as Trustee (herein called the “Trustee,” which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. 
The Company shall be entitled, subject to its compliance with the terms
of the Indenture, to issue Additional Securities pursuant to Section 3.13
of the Indenture.  The Securities include
the Securities issued on the Issue Date and any Additional Securities.  The Securities issued on the Issue Date and
any Additional Securities are treated as a single class of securities under the
Indenture.


 


The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. 7aaa-77bbbb (the “TIA”), as in effect on the date of the Indenture.  Notwithstanding anything to the contrary
herein, the Securities are subject to all such terms, and Holders of Securities
are referred to the Indenture and the TIA for a statement of such terms.


 


[This Security is redeemable at the option of the
Company, in whole or in part, at any time on or after
[      ], 20[    ], at the
Redemption Prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest, if any, thereon to the Redemption
Date, if redeemed during the twelve month period beginning on
[    ] of the years indicated below:


 




	
  Year

  	
   

  	
  Redemption

  Price

  	
   

  
	
   

  	
   

  	
  %]

  	
   

  






 


[The Securities are not subject to any sinking fund.]


 


[The Indenture contains provisions for defeasance at
any time of the entire indebtedness of this Security or of certain restrictive
covenants and Events of Default with respect to this Security, in each case
upon compliance with certain conditions set forth in the Indenture.]


 


If an
Event of Default shall occur and be continuing, there may be declared due and
payable the principal of, premium, if any, and accrued and unpaid interest, if
any, on all of the outstanding Securities, in the manner and with the effect
provided in the Indenture.


 


A-4

















 


The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Securities at the time Outstanding.  The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount
of the Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities,
the Holders of not less than 25% in principal amount of the Securities at the
time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee
indemnity reasonably satisfactory to the Trustee and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities at
the time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding for 45 days after receipt of such
notice, request and offer of indemnity. 
The foregoing shall not apply to certain suits described in the
Indenture, including any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein [(or, in the case
of redemption, on or after the Redemption Date)].


 


No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.


 


As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in the Borough of Manhattan, The City of New York, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.


 


This
Security is issuable only in registered form without coupons in denominations
of $2,000 and any integral multiples of $1,000 thereof.  As provided in the Indenture and subject to
certain limitations therein set forth, Securities are exchangeable for a like
aggregate principal amount of Securities of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.


 


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


 


Prior
to due presentment of this Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


 


Interest
on this Security shall be computed on the basis of a 360-day year comprised of
twelve 30-day months.


 


All
terms used in this Security which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.


 


The
Indenture and this Security shall be governed by and construed in accordance
with the laws of the State of New York.


 


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ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


(Print
or type assignee’s name, address and zip code)


 


(Insert
assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably appoint         agent
to transfer this Security on the books of the Company.  The agent may substitute another to act for
him.


 


	
   

  
	
   

  
	
  Date:

  	
   

  	
   Your Signature:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Sign exactly as your
  name appears on the other side of this Security.

  



 


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[TO BE ATTACHED TO GLOBAL SECURITIES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


 


The
initial principal amount of this Global Security is
$[        ].  The following increases or decreases in this
Global Security have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount
  of decrease in

  Principal Amount of

  this Global Security

  	
   

  	
  Amount
  of increase in

  Principal Amount of this

  Global Security

  	
   

  	
  Principal
  amount of this

  Global Security

  following such decrease

  or increase

  	
   

  	
  Signature
  of authorized

  signatory of Trustee

  or Securities Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-8