Exhibit 4(e)


	
 


	

TENNANT COMPANY


	
 


	
TO


	
 


	
[___________________]


	
 


	
Trustee


	
 


	
________________


	
 


	
INDENTURE


	
 


	
Dated as of [__________]


	
 


	
________________


	
 


	
Senior Debt
Securities















TENNANT COMPANY


Reconciliation
and tie between Trust Indenture Act of 1939 and

Indenture, dated as of [_____________]


	
 

	
 

	
 


	
Trust Indenture Act Section

	
Indenture Section


	
 

	
 


	
§310(a)(1)

	
609


	
 

	
(a)(2)

	
609


	
 

	
(a)(3)

	
Not Applicable


	
 

	
(a)(4)

	
Not Applicable


	
 

	
(a)(5)

	
609


	
 

	
(b)

	
608, 610


	
 

	
(c)

	
Not Applicable


	
§311(a)

	
613


	
 

	
(b)

	
613


	
§312(a)

	
701, 702(a)


	
 

	
(b)

	
702(b)


	
 

	
(c)

	
702(c)


	
§313(a)

	
703(a)


	
 

	
(b)

	
703(a)


	
 

	
(c)

	
703(a)


	
 

	
(d)

	
703(b)


	
§314(a)

	
704, 1005


	
 

	
(b)

	
Not Applicable


	
 

	
(c)(1)

	
102


	
 

	
(c)(2)

	
102


	
 

	
(c)(3)

	
Not Applicable


	
 

	
(d)

	
Not Applicable


	
 

	
(e)

	
102


	
§315(a)

	
601


	
 

	
(b)

	
602


	
 

	
(c)

	
601


	
 

	
(d)

	
601


	
 

	
(e)

	
514


	
§316(a)

	
101


	
 

	
(a)(1)(A)

	
104(h), 502


	
 

	
 

	
512


	
 

	
(a)(1)(B)

	
104(h), 513


	
 

	
(a)(2)

	
Not Applicable


	
 

	
(b)

	
508


	
 

	
(c)

	
104(h)


	
§317(a)(1)

	
503


	
 

	
(a)(2)

	
504


	
 

	
(b)

	
1003


	
§318(a)

	
107


	
 

	
(c)

	
107








	
 

	
 


	
 

	
 








	
 

	
 


	
 

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













TABLE OF
CONTENTS


	
 

	
 

	
 


	
 

	
 

	
Page


	
 

	
 

	
 


	
Parties

	
1 


	
Recitals

	
1 


	
 

	
 

	
 


	
ARTICLE ONE


	
 


	
Definitions and Other Provisions of General Application


	
 


	
Section
 101.          Definitions

	
1


	
 

	
Act

	
2


	
 

	
Affiliate

	
2


	
 

	
Authorized Newspaper

	
2


	
 

	
Bearer Security

	
2


	
 

	
Board of Directors

	
2


	
 

	
Board Resolution

	
2


	
 

	
Business Day

	
3


	
 

	
Clearstream”

	
3


	
 

	
Commission

	
3


	
 

	
Company

	
3


	
 

	
Company Request” and “Company Order

	
3


	
 

	
corporation

	
3


	
 

	
coupon

	
3


	
 

	
Debt Securities

	
3


	
 

	
Defaulted Interest

	
3


	
 

	
Depositary

	
3


	
 

	
Designated Currency

	
4


	
 

	
Dollar” or “$

	
4


	
 

	
Euro

	
4


	
 

	
Eligible Instruments

	
4


	
 

	
Euroclear

	
4


	
 

	
Event of Default

	
4


	
 

	
Exchange Rate

	
4


	
 

	
Exchange Rate Agent

	
4


	
 

	
Exchange Rate Officer’s Certificate

	
4


	
 

	
Foreign Currency

	
4


	
 

	
Global Exchange Agent

	
4


	
 

	
Global Exchange Date

	
4


	
 

	
Global Security

	
5


	
 

	
Holder

	
5


	
 

	
Indenture

	
5


	
 

	
interest

	
5


	
 

	
Interest Payment Date

	
5













	
 

	
 

	
 


	
 

	
Maturity

	
5


	
 

	
Officers’ Certificate

	
5


	
 

	
Opinion of Counsel

	
5


	
 

	
Original Issue Discount Security

	
5


	
 

	
Outstanding

	
5


	
 

	
Paying Agent

	
6


	
 

	
Person

	
6


	
 

	
Place of Payment

	
6


	
 

	
Predecessor Security

	
6


	
 

	
Redemption Date

	
6


	
 

	
Redemption Price

	
7


	
 

	
Registered Security

	
7


	
 

	
Regular Record Date

	
7


	
 

	
Remarketing Entity

	
7


	
 

	
Repayment Date

	
7


	
 

	
Repayment Price

	
7


	
 

	
Responsible Officer

	
7


	
 

	
Security Register

	
7


	
 

	
Special Record Date

	
7


	
 

	
Stated Maturity

	
7


	
 

	
Trust Indenture Act

	
7


	
 

	
Trustee

	
8


	
 

	
United States

	
8


	
 

	
United States Alien

	
8


	
 

	
U.S. Government Obligations

	
8






	
 

	
 

	
 


	
Section 102.

	
Compliance
 Certificates and Opinions

	
8


	
Section 103.

	
Form of
 Documents Delivered to Trustee

	
9


	
Section 104.

	
Acts of
 Holders

	
10


	
Section 105.

	
Notices,
 etc., to Trustee and Company

	
11


	
Section 106.

	
Notice to
 Holders; Waiver

	
12


	
Section 107.

	
Conflict
 with Trust Indenture Act

	
13


	
Section 108.

	
Effect of
 Headings and Table of Contents

	
13


	
Section 109.

	
Successors
 and Assigns

	
13


	
Section 110.

	
Separability
 Clause

	
13


	
Section 111.

	
Benefits of
 Indenture

	
13


	
Section 112.

	
Governing
 Law

	
14


	
Section 113.

	
Legal
 Holidays

	
14


	
Section 114.

	
Counterparts

	
14


	
Section 115.

	
Exemption
 from Individual Liability

	
14


	
 


	
ARTICLE TWO


	
 


	
Debt Security Forms


	
 


	
Section 201.

	
Forms
 Generally

	
15


	
Section 202.

	
Form of
 Trustee’s Certificate of Authentication

	
15


	
Section 203.

	
Debt
 Securities in Global Form

	
16





ii







	
 

	
 

	
 


	
ARTICLE THREE


	
 


	
The Debt Securities


	
 


	
Section 301.

	
Amount
 Unlimited; Issuance in Series

	
16


	
Section 302.

	
Denominations

	
20


	
Section 303.

	
Execution,
 Authentication, Delivery and Dating

	
20


	
Section 304.

	
Temporary
 Debt Securities

	
23


	
Section 305.

	
Registration;
 Registration of Transfer and Exchange

	
25


	
Section 306.

	
Mutilated,
 Destroyed, Lost and Stolen Debt Securities

	
29


	
Section 307.

	
Payment of
 Interest; Interest Rights Preserved

	
30


	
Section 308.

	
Persons
 Deemed Owners

	
32


	
Section 309.

	
Cancellation

	
33


	
Section 310.

	
Computation
 of Interest

	
33


	
Section 311.

	
Certification
 by a Person Entitled to Delivery of a Bearer Security

	
33


	
Section 312.

	
Judgments

	
33


	
 

	
 

	
 


	
ARTICLE FOUR


	
 


	
Satisfaction and Discharge


	
 


	
Section 401.

	
Satisfaction
 and Discharge of Indenture

	
34


	
Section 402.

	
Application
 of Trust Money and Eligible Instruments

	
36


	
Section 403.

	
Satisfaction,
 Discharge and Defeasance of Debt Securities of any Series

	
36


	
 

	
 

	
 


	
ARTICLE FIVE


	
 


	
Remedies


	
 


	
Section 501.

	
Events of
 Default

	
39


	
Section 502.

	
Acceleration
 of Maturity; Rescission and Annulment

	
40


	
Section 503.

	
Collection
 of Indebtedness and Suits for Enforcement by Trustee

	
41


	
Section 504.

	
Trustee May
 File Proofs of Claim

	
42


	
Section 505.

	
Trustee May
 Enforce Claims without Possession of Debt Securities or Coupons

	
43


	
Section 506.

	
Application
 of Money Collected

	
43


	
Section 507.

	
Limitation
 on Suits

	
44


	
Section 508.

	
Unconditional
 Right of Holders to Receive Principal, Premium and Interest

	
45


	
Section 509.

	
Restoration
 of Rights and Remedies

	
45


	
Section 510.

	
Rights and
 Remedies Cumulative

	
45


	
Section 511.

	
Delay or
 Omission Not Waiver

	
45


	
Section 512.

	
Control by
 Holders of Debt Securities

	
46


	
Section 513.

	
Waiver of
 Past Defaults

	
46


	
Section 514.

	
Undertaking
 for Costs

	
46


	
Section 515.

	
Waiver of
 Stay or Extension Laws

	
47


	
 

	
 

	
 


	
ARTICLE SIX


	
 


	
The Trustee


	
 


	
Section 601.

	
Certain
 Duties and Responsibilities

	
47





iii







	
 

	
 

	
 


	
Section 602.

	
Notice of
 Default

	
48


	
Section 603.

	
Certain
 Rights of Trustee

	
49


	
Section 604.

	
Not
 Responsible for Recitals or Issuance of Debt Securities

	
50


	
Section 605.

	
May Hold
 Debt Securities or Coupons

	
50


	
Section 606.

	
Money Held
 in Trust

	
50


	
Section 607.

	
Compensation
 and Reimbursement

	
51


	
Section 608.

	
Disqualification;
 Conflicting Interests

	
51


	
Section 609.

	
Corporate
 Trustee Required; Eligibility

	
51


	
Section 610.

	
Resignation
 and Removal; Appointment of Successor

	
52


	
Section 611.

	
Acceptance
 of Appointment by Successor

	
54


	
Section 612.

	
Merger,
 Conversion, Consolidation or Succession to Business

	
55


	
Section 613.

	
Preferential
 Collection of Claims Against Company

	
56


	
Section 614.

	
Authenticating
 Agent

	
56


	
 

	
 

	
 


	
ARTICLE SEVEN


	
 


	
Holders’ Lists and Reports By Trustee and Company


	
 


	
Section 701.

	
Company to
 Furnish Trustee Names and Addresses of Holders

	
57


	
Section 702.

	
Preservation
 of Information; Communications to Holders

	
58


	
Section 703.

	
Reports by
 Trustee

	
58


	
Section 704.

	
Reports by
 Company

	
59


	
 

	
 

	
 


	
ARTICLE EIGHT


	
 


	
Consolidation, Merger, Conveyance, Transfer or Lease


	
 


	
Section 801.

	
Company May
 Consolidate, etc. Only on Certain Terms

	
59


	
Section 802.

	
Successor
 Corporation Substituted

	
60


	
 

	
 

	
 


	
ARTICLE NINE


	
 


	
Supplemental Indentures


	
 


	
Section 901.

	
Supplemental
 Indentures without Consent of Holders

	
60


	
Section 902.

	
Supplemental
 Indentures with Consent of Holders

	
61


	
Section 903.

	
Execution of
 Supplemental Indentures

	
63


	
Section 904.

	
Effect of
 Supplemental Indentures

	
63


	
Section 905.

	
Conformity
 with Trust Indenture Act

	
63


	
Section 906.

	
Reference in
 Debt Securities to Supplemental Indentures

	
63


	
 

	
 

	
 


	
ARTICLE TEN


	
 


	
Covenants


	
 


	
Section
 1001.

	
Payment of
 Principal, Premium and Interest

	
64


	
Section
 1002.

	
Maintenance
 of Office or Agency

	
64


	
Section
 1003.

	
Money for
 Debt Securities Payments to Be Held in Trust

	
65


	
Section
 1004.

	
Payment of
 Additional Amounts

	
67


	
Section
 1005.

	
Officers’
 Certificate as to Default

	
67


	
Section
 1006.

	
Waiver of
 Certain Covenants

	
68





iv







	
 

	
 

	
 


	
ARTICLE ELEVEN


	
 


	
Redemption of Debt Securities


	
 


	
Section
 1101.

	
Applicability
 of Article

	
68


	
Section
 1102.

	
Election to
 Redeem; Notice to Trustee

	
68


	
Section
 1103.

	
Selection by
 Trustee of Debt Securities to be Redeemed

	
68


	
Section
 1104.

	
Notice of
 Redemption

	
69


	
Section
 1105.

	
Deposit of
 Redemption Price

	
70


	
Section
 1106.

	
Debt
 Securities Payable on Redemption Date

	
70


	
Section
 1107.

	
Debt
 Securities Redeemed in Part

	
71


	
 

	
 

	
 


	
ARTICLE TWELVE


	
 


	
Sinking Funds


	
 


	
Section
 1201.

	
Applicability
 of Article

	
71


	
Section
 1202.

	
Satisfaction
 of Sinking Fund Payments with Debt Securities

	
72


	
Section
 1203.

	
Redemption
 of Debt Securities for Sinking Fund

	
72


	
 

	
 

	
 


	
ARTICLE THIRTEEN


	
 


	
Repayment at the Option of Holders


	
 


	
Section
 1301.

	
Applicability
 of Article

	
73


	
Section
 1302.

	
Repayment of
 Debt Securities

	
73


	
Section
 1303.

	
Exercise of Option;
 Notice

	
73


	
Section
 1304.

	
Election of
 Repayment by Remarketing Entities

	
74


	
Section
 1305.

	
Securities
 Payable on the Repayment Date

	
75


	
 

	
 

	
 


	
ARTICLE FOURTEEN


	
 


	
Meetings of Holders of Debt Securities


	
 


	
Section
 1401.

	
Purposes for
 Which Meetings May Be Called

	
75


	
Section
 1402.

	
Call, Notice
 and Place of Meetings

	
75


	
Section
 1403.

	
Persons
 Entitled to Vote at Meetings

	
76


	
Section
 1404.

	
Quorum;
 Action

	
76


	
Section
 1405.

	
Determination
 of Voting Rights; Conduct and Adjournment of Meetings

	
77


	
Section
 1406.

	
Counting
 Votes and Recording Action of Meetings

	
78


	
 

	
 

	
 


	
ARTICLE FIFTEEN


	
 


	
Defeasance


	
 


	
Section
 1501.

	
Termination
 of Company’s Obligations

	
78


	
Section
 1502.

	
Repayment to
 Company

	
79


	
Section
 1503.

	
Indemnity
 for Eligible Instruments

	
80





v







	
 

	
 

	
 


	
Testimonium

	
 

	
76


	
Signature
 and Seals

	
76


	
Exhibit A

	
 

	
A-1


	
Exhibit B

	
 

	
B-1





vi








                    INDENTURE
(the “Indenture”) dated as of [_______________], between TENNANT COMPANY, a
Minnesota corporation (hereinafter called the “Company”), having its principal
place of business at 701 North Lilac Drive, P.O. Box 1452, Minneapolis,
Minnesota 55440 and [_________________], (hereinafter called the “Trustee”), a
national banking association duly organized and validly existing under the laws
of the United States of America having its Corporate Trust Office at
[_______________________________]. 


RECITALS OF THE COMPANY


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


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


                    NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


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


ARTICLE ONE


Definitions and Other Provisions

of General Application


                    Section
101. Definitions



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


	
 

	
 


	
 

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


	
 

	
 


	
 

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













	
 

	
 


	
 

	
      (3)     all
 accounting terms not otherwise defined herein have the meanings assigned to
 them in accordance with generally accepted accounting principles, and, except
 as otherwise herein expressly provided, the term “generally accepted
 accounting principles” with respect to any computation required or permitted
 hereunder shall mean such accounting principles as are generally accepted in
 the United States at the date of such computation; and


	
 

	
 


	
 

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





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


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


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


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


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


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


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


2







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


                    “Clearstream” means Clearstream Banking S.A. 


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


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


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


                    “Corporate
Trust Office” means the principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, which
office at the date of original execution of this Indenture is located at
[_______________________________]. 


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


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


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


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


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


3







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


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


                    “Euro”
means the single currency of the European Monetary Union as defined under EC
Regulation 1103/97 adopted under Article 235 of the EU Treaty and under EC
Regulation 974/98 adopted under Article 109l(4) of the EU Treaty or under any
successor European legislation from time to time. 


                    “Eligible
Instruments” means monetary assets, money market instruments and securities
that are payable in Dollars only and essentially risk free as to collection of
principal and interest, including U.S. Government Obligations. 


                    “Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear System. 


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


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


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


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


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


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


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


4







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


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


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


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


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


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


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


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


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


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


	
 

	
 


	
 

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





5







	
 

	
 


	
 

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


	
 

	
 


	
 

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





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


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


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


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


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


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


6







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


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



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


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


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


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


                    “Responsible
Officer” when used with respect to the Trustee, means any vice president, any
assistant vice president, any senior trust officer or assistant trust officer,
any trust officer, or any other officer associated with the corporate trust
department of the Trustee customarily performing functions similar to those performed
by any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of such person’s knowledge of and familiarity with the
particular subject. 


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


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


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


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


7







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


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


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


                    “U.S.
Government Obligations” means direct obligations of the United States for the
payment of which its full faith and credit is pledged, or obligations of a
person controlled or supervised by and acting as an agency or instrumentality
of the United States the timely payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended) as custodian with respect to any such
U.S. Government Obligation or a specific payment of principal of or interest on
any such U.S. Government Obligation held by such custodian for the account of
the holder of such depository receipt, provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such depository receipt. 


                    Section
102. Compliance Certificates and Opinions.


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


8







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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





                    Section
103. Form of Documents Delivered to Trustee.


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


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


9







                    Section
104. Acts of Holders.


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


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


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


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


10







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


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


                    (g)     For
purposes of determining the principal amount of Outstanding Debt Securities of
any series the Holders of which are required, requested or permitted to give
any request, demand, authorization, direction, notice, consent, waiver or take
any other Act under this Indenture, (i) each Original Issue Discount Security
shall be deemed to have the principal amount determined by the Trustee that
could be declared to be due and payable pursuant to the terms of such Original
Issue Discount Security as of the date there is delivered to the Trustee and,
where it is hereby expressly required, to the Company, such Act by Holders of
the required aggregate principal amount of the Outstanding Debt Securities of
such series and (ii) each Debt Security denominated in a Foreign Currency or composite
currency shall be deemed to have the principal amount determined by the
Exchange Rate Agent by converting the principal amount of such Debt Security in
the currency in which such Debt Security is denominated into Dollars at the
Exchange Rate as of the date such Act is delivered to the Trustee and, where it
is hereby expressly required, to the Company, by Holders of the required
aggregate principal amount of the Outstanding Debt Securities of such series
(or, if there is no such rate on such date, such rate on the date determined as
specified as contemplated in Section 301). 


                    (h)     The
Company may set a record date for purposes of determining the identity of
Holders of Debt Securities of any series entitled to vote or consent to any
action by vote or consent authorized or permitted by Section 512 or Section
513. Such record date shall be the later of 30 days prior to the first
solicitation of such consent or the date of the most recent list of Holders of
such Debt Securities furnished to the Trustee pursuant to Section 701 prior to
such solicitation. 


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


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


11







	
 

	
 


	
 

	
          (1)     the
 Trustee by any Holder or by the Company shall be sufficient for every purpose
 hereunder (unless otherwise herein expressly provided), if made, given,
 furnished or filed in writing (which may be via original or facsimile) to or
 with the Trustee at its Corporate Trust Office and which shall be deemed
 delivered when actually received by a Responsible Officer of the Trustee, or 


	
 

	
 


	
 

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





                    Section
106. Notice to Holders; Waiver.


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


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


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


12







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


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


                    Section
107. Conflict with Trust Indenture Act.


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


                    Section
108. Effect of Headings and Table of Contents.


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


                    Section
109. Successors and Assigns.


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


                    Section
110. Separability Clause.


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


                    Section
111. Benefits of Indenture.


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


13







                    Section
112. Governing Law.


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


                    Section
113. Legal Holidays.


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


                    Section
114. Counterparts.


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


                    Section
115. Exemption from Individual Liability.


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


14







ARTICLE TWO


Debt Security Forms


                    Section
201. Forms Generally.


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


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


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


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


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


	
 

	
 

	
 

	
 


	
 

	
[____________________],


	
 

	
 


	
 

	
as Trustee 


	
 

	
 


	
 

	
By 

	
 


	
 

	
Authorized Signatory


	
 

	
 


	
 

	
Dated

	
 





15







                    Section
203. Debt Securities in Global Form.


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


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


                    Global
Securities may be issued in either registered or bearer form and in either
temporary or permanent form. 


ARTICLE THREE


The Debt Securities


                    Section
301. Amount Unlimited; Issuance in Series.


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


16







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


	
 

	
 


	
 

	
          (1)     the
 title of the Debt Securities of the series; 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





17







	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (11)    whether,
 and under what conditions, additional amounts will be payable to Holders of
 Debt Securities of the series pursuant to Section 1004; 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





18







	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (18)    any
 other covenant or warranty included for the benefit of the Debt Securities of
 the series in addition to (and not inconsistent with) those set forth herein
 for the benefit of Debt Securities of all series, or any other covenant or
 warranty included for the benefit of Debt Securities of the series in lieu of
 any covenant or warranty set forth herein for the benefit of Debt Securities
 of all series, or any provision that any covenant or warranty set forth
 herein for the benefit of Debt Securities of all series shall not be for the
 benefit of Debt Securities of such series, or any combination of such
 covenants, warranties or provisions and whether the provisions of Section
 1006 will not apply such covenants and warranties; 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





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


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


19







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


                    Section
302. Denominations.


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


                    Section
303. Execution, Authentication, Delivery and Dating.


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


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


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


20







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


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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
          (iv)     an
 Opinion of Counsel stating 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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





21







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


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


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


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


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


22







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


                    Section
304. Temporary Debt Securities.


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


                    (b)     Unless
otherwise provided pursuant to Section 301: 


	
 

	
 


	
 

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


	
 

	
 


	
 

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





23







	
 

	
 


	
 

	
          (iii)     Without
 unnecessary delay but in any event not later than the date specified in, or
 determined pursuant to the terms of, any such temporary Global Security (the
 “Global Exchange Date”), the Company shall deliver definitive Debt Securities
 to the Trustee or the agent appointed by the Company pursuant to Section 301
 to effect the exchange of the temporary Global Security for definitive Debt
 Securities (the “Global Exchange Agent”), in an aggregate principal amount
 equal to the principal amount of such temporary Global Security, executed by
 the Company. On or after the Global Exchange Date, such temporary Global
 Security shall be surrendered by the Depositary to the Global Exchange Agent,
 to be exchanged, in whole or from time to time in part, for definitive Debt
 Securities without charge and the Trustee or the Global Exchange Agent, if
 authorized by the Trustee pursuant to Section 614, shall authenticate and
 deliver, in exchange for each portion of such temporary Global Security, an
 equal aggregate principal amount of definitive Debt Securities of the same
 series of authorized denominations and of like tenor and terms as the portion
 of such temporary Global Security to be exchanged. Upon any exchange of a
 part of such temporary Global Security for definitive Debt Securities, the
 portion of the principal amount and any interest thereon so exchanged shall
 be endorsed by the Global Exchange Agent on a schedule to such temporary
 Global Security, whereupon the principal amount and interest payable with
 respect to such temporary Global Security shall be reduced for all purposes
 by the amount so exchanged and endorsed. The definitive Debt Securities to be
 delivered in exchange for any such temporary Global Security shall be in
 bearer form, registered form, global registered form or global bearer form,
 or any combination thereof, as specified as contemplated by Section 301, and,
 if any combination thereof is so specified, as requested by the beneficial
 owner thereof; provided, however,
 that, in the case of the exchange of the temporary Global Security for
 definitive Bearer Securities (including a definitive Global Bearer Security),
 upon such presentation by the Depositary, such temporary Global Security
 shall be accompanied by a certificate signed by Euroclear as to the portion
 of such temporary Global Security held for its account then to be exchanged
 and a certificate signed by Clearstream as to the portion of such temporary
 Global Security held for its account then to be exchanged, each in the form
 set forth in Exhibit B to this Indenture, unless such certificate(s) shall
 have been provided earlier pursuant to section 304(b)(v) hereof; and provided, further, that definitive
 Bearer Securities (including a definitive Global Bearer Security) shall be
 delivered in exchange for a portion of a temporary Global Security only in
 compliance with the requirements of Section 303. 





24







	
 

	
 


	
 

	
          (iv)     The
 interest of a beneficial owner of Debt Securities of a series in a temporary
 Global Security shall be exchanged for definitive Debt Securities of the same
 series and of like tenor and terms following the Global Exchange Date when
 the account holder instructs Euroclear or Clearstream, as the case may be, to
 request such exchange on such account holder’s behalf and, in the case of the
 exchange of the temporary Global Security for definitive Bearer Securities
 (including a definitive Global Bearer Security), unless such certificate(s)
 shall have been provided earlier pursuant to Section 304(b)(v) hereof, the
 account holder delivers to Euroclear or Clearstream, as the case may be, a
 certificate in the form set forth in Exhibit A-1 and, if applicable, A-2 to
 this Indenture, dated no earlier than 15 days prior to the Global Exchange
 Date, copies of which certificate shall be available from the offices of
 Euroclear and Clearstream, the Global Exchange Agent, any authenticating
 agent appointed for such series of Debt Securities and each Paying Agent.
 Unless otherwise specified in such temporary Global Security, any such
 exchange shall be made free of charge to the beneficial owners of such
 temporary Global Security, except that a Person receiving definitive Debt
 Securities must bear the cost of insurance, postage, transportation and the
 like in the event that such Person does not take delivery of such definitive
 Debt Securities in person at the offices of Euroclear and Clearstream. Definitive
 Debt Securities in bearer form to be delivered in exchange for any portion of
 a temporary Global Security shall be delivered only outside the United
 States. 


	
 

	
 


	
 

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





                    Section
305. Registration; Registration of Transfer and Exchange.


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


25







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


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


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


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


26







                    If
at any time the Depositary for the Debt Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the Debt
Securities of such series or if at any time the Depositary for the Debt Securities
of such series shall no longer be eligible under Section 303(h), the Company
shall appoint a successor Depositary with respect to the Debt Securities of
such series. If a successor Depositary for the Debt Securities of such series
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company’s election pursuant
to Section 301(9) shall no longer be effective with respect to the Debt
Securities of such series and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Debt Securities of such series, will authenticate and deliver, Debt Securities
of such series in definitive form in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such series
in exchange for such Global Security or Securities. 


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


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





                    In
any exchange provided for in any of the preceding three paragraphs, the Company
will execute and the Trustee will authenticate and deliver Debt Securities (a)
in definitive registered form in authorized denominations, if the Debt
Securities of such series are issuable as Registered Securities, (b) in
definitive bearer form in authorized denominations, with coupons attached, if
the Debt Securities of such series are issuable as Bearer Securities or (c) as
either Registered or Bearer Securities, as shall be specified by the beneficial
owner thereof, if the Debt Securities of such series are issuable in either
form; provided, however, that no
definitive Bearer Security shall be delivered in exchange for a temporary
Global Security unless the Company or its agent shall have received from the
person entitled to receive the definitive Bearer Security a certificate
substantially in the form set forth in Exhibit A-1 and, if applicable, A-2
hereto; and provided further that
delivery of a Bearer Security shall occur only outside the United States; and provided further that no definitive Bearer
Security will be issued if the Company has reason to know that any such
certificate is false. 


27







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


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


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


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


28







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


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


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


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


                    In
case any such mutilated, destroyed, lost or stolen Debt Security or coupon has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Debt Security, pay such Debt Security or coupon; provided, however, that payment of
principal of (and premium, if any) and any interest on Bearer Securities shall,
except as otherwise provided in Section 1002, be payable only at an office or
agency located outside the United States; and provided,
further, that, with respect to any such coupons, interest
represented thereby (but not any additional amounts payable as provided in
Section 1004), shall be payable only upon presentation and surrender of the
coupons appertaining thereto. 


29







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


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


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


                    Section
307. Payment of Interest; Interest Rights Preserved.


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


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


30







	
 

	
 


	
 

	
          (1)     The
 Company may elect to make payment of any Defaulted Interest to the Persons in
 whose names the Registered Securities of such series (or their respective
 Predecessor Securities) are registered at the close of business on a Special
 Record Date for the payment of such Defaulted Interest, which shall be fixed
 in the following manner. The Company shall notify the Trustee in writing of
 the amount of Defaulted Interest proposed to be paid on each Registered
 Security of such series and the date of the proposed payment, and at the same
 time the Company shall deposit with the Trustee an amount of money and/or, to
 the extent such Debt Securities are denominated and payable in Dollars only,
 Eligible Instruments the payments of principal and interest on which when due
 (and without reinvestment and providing no tax liability will be imposed upon
 the Trustee or the Holder of such Registered Securities) will provide money
 in such amounts as will (together with any money irrevocably deposited in
 trust with the Trustee, without investment) be equal to the aggregate amount
 proposed to be paid in respect of such Defaulted Interest or shall make
 arrangements satisfactory to the Trustee for such deposit prior to the date
 of the proposed payment, such money and/or Eligible Instruments 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 10 days after the receipt by the Trustee
 of the written notice of the proposed payment. The Trustee shall promptly
 notify the Company of such Special Record Date. Unless the Trustee is acting
 as the Security Registrar, promptly after such Special Record Date, the
 Company shall furnish the Trustee with a list, or shall make arrangements
 satisfactory to the Trustee with respect thereto, of the names and addresses
 of, and principal amounts of Registered Securities of such series held by,
 the Holders appearing on the Security Register at the close of business on
 such Special Record Date. In the name and at the expense of the Company, the
 Trustee shall cause notice of the proposed payment of such Defaulted Interest
 and the Special Record Date therefor to be mailed, first-class postage
 prepaid, to each Holder of Registered Securities of such series at his
 address as it appears in the Security Register, not less than 10 days prior
 to such Special Record Date. Notice of the proposed payment of such Defaulted
 Interest and the Special Record Date therefor having been mailed as
 aforesaid, such Defaulted Interest shall be paid to the Persons in whose
 names the Registered Securities of such series (or their respective
 Predecessor Securities) are registered at the close of business on such
 Special Record Date and shall no longer be payable pursuant to the following
 Clause (2). In case a Bearer Security of any series is surrendered at the office
 or agency in a Place of Payment for such series in exchange for a Registered
 Security of such series after the close of business at such office or agency
 on any Special Record Date and before the opening of business at such office
 or agency on the related proposed date for payment of Defaulted Interest,
 such Bearer Security shall be surrendered without the coupon relating to such
 proposed date of payment and Defaulted Interest will not be payable on such
 proposed date of payment in respect of the Registered Security issued in
 exchange for such Bearer Security, but will be payable only to the Holder of
 such coupon when due in accordance with the provisions of this Indenture. 





31







	
 

	
 


	
 

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





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


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


                    Section
308. Persons Deemed Owners.


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


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


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


32








                    Section
309. Cancellation.



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


                    Section
310. Computation of Interest.


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


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


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


                    Section
312. Judgments.


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


33







ARTICLE FOUR


Satisfaction and Discharge


                    Section
401. Satisfaction and Discharge of Indenture.


                    This
Indenture shall upon Company Request cease to be of further effect (except as
to any surviving rights of registration of transfer or exchange of Debt
Securities herein expressly provided for and rights to receive payments of
principal and interest thereon and any right to receive additional amounts, as
provided in Section 1004) and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture when 


                    (1)     either



	
 

	
 


	
 

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





34







	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
                    (i)     have
 become due and payable, or


	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
and the
 Company, in the case of (B)(i), (B)(ii) or (B)(iii) above, has irrevocably
 deposited or caused to be deposited with the Trustee as trust funds in trust
 for the purpose money and/or, to the extent such Debt Securities are denominated
 and payable in Dollars only, Eligible Instruments the payments of principal
 and interest on which when due (and without reinvestment and providing no tax
 liability will be imposed upon the Trustee or the Holders of Debt Securities)
 will provide money in such amounts as will (together with any money
 irrevocably deposited in trust with the Trustee, without investment) be
 sufficient to pay and discharge the entire indebtedness on such Debt
 Securities and coupons of such series for principal (and premium, if any) and
 interest, and any mandatory sinking fund, repayment or analogous payments
 thereon, on the scheduled due dates therefor to the date of such deposit (in
 the case of Debt Securities and coupons which have become due and payable) or
 to the Stated Maturity or Redemption Date, if any, and all Repayment Dates
 (in the case of Debt Securities repayable at the option of the Holders
 thereof); provided, however,
 that in the event a petition for relief under any applicable Federal or state
 bankruptcy, insolvency, reorganization or other similar law is filed with
 respect to the Company within 91 days after the deposit, the obligations of
 the Company under the Indenture with respect to the Debt Securities of such
 series shall not be deemed terminated or discharged, and in such event the
 Trustee shall be required to return the deposited money and Eligible
 Instruments then held by the Trustee to the Company;








	
 

	
 


	
 

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


	
 

	
 


	
 

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





35







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


                    Section
402. Application of Trust Money and Eligible Instruments.


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


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


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


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


                    If
this Section 403 is specified, as contemplated by Section 301, to be applicable
to Debt Securities of any series, then, notwithstanding Section 401, (i) the
Company shall be deemed to have paid and discharged the entire indebtedness on
all the Outstanding Debt Securities of any such series and related coupons;
(ii) the provisions of this Indenture as it relates to such Outstanding Debt
Securities and related coupons shall no longer be in effect (except as to the
rights of Holders of Debt Securities to receive, from the trust fund described
in subparagraph (1) below, payment of (x) the principal of (and premium, if
any) and any installment of principal of (and premium, if any) or interest on
such Debt Securities and related coupons on the Stated Maturity of such
principal (and premium, if any) or installment of principal (and premium, if
any) or interest or (y) any mandatory sinking fund, repayment or analogous
payments applicable to the Debt Securities of that series on that day on which
such payments are due and payable in accordance with the terms of this
Indenture and of such Debt Securities, the Company’s obligations with respect
to such Debt Securities under Sections 304, 305, 306, 1002, 1003 and 1004 and
the rights, powers, trusts, duties and immunities of the Trustee hereunder,
including those under Section 607 hereof); and (iii) the Trustee, at the
expense of the Company, shall, upon Company Order, execute proper instruments
acknowledging satisfaction and discharge of such indebtedness, when 


36







	
 

	
 


	
 

	
(1)     either
 


	
 

	
 


	
 

	
          (A)     with
 respect to all Outstanding Debt Securities of such series and related
 coupons, with reference to this Section 403, the Company has deposited or
 caused to be deposited with the Trustee (or another trustee satisfying the
 requirements of Section 609 who shall agree to comply with the provisions of
 this Section 403 applicable to it) irrevocably, as trust funds in trust,
 money and/or, to the extent such Debt Securities are denominated and payable
 in Dollars only, Eligible Instruments the payments of principal and interest
 on which when due (and without reinvestment and providing no tax liability
 will be imposed upon the Trustee or the Holders of such Debt Securities) will
 provide money in such amounts as will (together with any money irrevocably
 deposited in trust with the Trustee, without investment) be sufficient to pay
 and discharge (i) the principal of (and premium, if any) and interest on the
 Outstanding Debt Securities of that series and related coupons on the Stated
 Maturity of such principal or interest or, if such series may be redeemed by
 the Company prior to the Stated Maturity thereof, and the Company shall have
 given irrevocable instructions to the Trustee to effect such redemption, at
 the date fixed for such redemption pursuant to Article Eleven, and (ii) any
 mandatory sinking fund payments or analogous payments applicable to Debt
 Securities of such series on the date on which such payments are due and
 payable in accordance with the terms of this Indenture and of such Debt Securities;
 or


	
 

	
 


	
 

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








	
 

	
 


	
 

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


	
 

	
 


	
 

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





37







	
 

	
 


	
 

	
          (4)     no
 Event of Default or event which, with the giving of notice or lapse of time,
 or both, would become an Event of Default pursuant to Section 501(1), (2),
 (3), (5) or (6) with respect to the Debt Securities of such series shall have
 occurred and be continuing on the date of such deposit and no Event of
 Default under Section 501(5) or Section 501(6) or event which, with the
 giving of notice or lapse of time, or both, would become an Event of Default
 under Section 501(5) or Section 501(6) shall have occurred and be continuing
 on the 91st day after such date; provided, however, that should
 that condition fail to be satisfied on or before such 91st day,
 the Trustee shall promptly, upon satisfactory receipt of evidence of such
 failure, return such deposit to the Company;


	
 

	
 


	
 

	
          (5)     the
 Company has delivered to the Trustee an Opinion of Counsel to the effect 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 Indenture
 there has been a change in applicable Federal income tax law, in either case
 to the effect that, and based thereon such Opinion of Counsel shall confirm
 that, the Holders of Debt Securities and related coupons of such series will
 not recognize income, gain or loss for Federal income tax purposes as a
 result of such deposit, defeasance and discharge and will be subject to
 Federal income tax on the same amount and in the same manner and at the same
 times as would have been the case if such deposit, defeasance and discharge
 had not occurred;


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (7)     such
 deposit shall have been effected in compliance with any additional terms,
 conditions or limitations which may be imposed on the Company in connection
 therewith pursuant to Section 301; and


	
 

	
 


	
 

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





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


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


38







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


ARTICLE FIVE


Remedies


                    Section
501. Events of
Default. 


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





39







	
 

	
 


	
 

	
          (5)     the
 entry by a court having jurisdiction in the premises of (A) a decree or order
 for relief in respect of the Company in an involuntary case or proceeding
 under any applicable Federal or state bankruptcy, insolvency, reorganization
 or other similar law or (B) a decree or order adjudging the Company a
 bankrupt or insolvent, or approving as properly filed a petition seeking
 reorganization, arrangement, adjustment or composition of or in respect of
 the Company under any applicable Federal or State law, or appointing a
 custodian, receiver, liquidator, assignee, trustee, sequestrator or other
 similar official of the Company or of any substantial part of its property,
 or ordering the winding up or liquidation of its affairs, and the continuance
 of any such decree or order for relief or any such other decree or order
 unstayed and in effect for a period of 60 consecutive days; or


	
 

	
 


	
 

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


	
 

	
 


	
 

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





                    Section
502. Acceleration of Maturity; Rescission
and Annulment.


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


40







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



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


	
 

	
 

	
 


	
 

	
 

	
        (A)     all
 overdue installments of interest on all Debt Securities of such series and
 any related coupons, 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
and


	
 

	
 


	
 

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





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


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


                    The
Company covenants that if: 


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


41







	
 

	
 


	
 

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





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


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


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


                    Section
504. Trustee May
File Proofs of Claim. 


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


42







	
 

	
 


	
 

	
          (1)     to
 file and prove a claim for the whole amount of principal (and premium, if
 any) and interest owing and unpaid in respect of the Debt Securities of such
 series and any related coupons and to file such other papers or documents as
 may be necessary or advisable in order to have the claims of the Trustee
 (including any claim for the reasonable compensation, expenses, disbursements
 and advances of the Trustee, its agents and counsel) and of the Holders
 allowed in such judicial proceeding, and 


	
 

	
 


	
 

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





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


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


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


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


                    Section
506. Application of Money Collected.


                    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 (and premium, if any) or
interest, upon presentation of the Debt Securities or any coupons, or both, as
the case may be, and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid: 


                    FIRST:
To the payment of all amounts due the Trustee under Section 607; 


43







	
 

	
 


	
 

	
          SECOND:
 To the payment of the amounts then due and unpaid for principal of (and
 premium, if any) and interest on the Debt Securities and any coupons, in
 respect of which or for the benefit of which such money has been collected
 ratably, without preference or priority of any kind, according to the amounts
 due and payable on such Debt Securities and any coupons for principal (and
 premium, if any) and interest, respectively. The Holders of each series of
 Debt Securities denominated in Euro, any other composite currency or a
 Foreign Currency and any matured coupons relating thereto shall be entitled
 to receive a ratable portion of the amount determined by the Exchange Rate
 Agent by converting the principal amount Outstanding of such series of Debt
 Securities and matured but unpaid interest on such series of Debt Securities
 in the currency in which such series of Debt Securities is denominated into
 Dollars at the Exchange Rate as of the date of declaration of acceleration of
 the Maturity of the Debt Securities; and 


	
 

	
 


	
 

	
          THIRD:
 The balance, if any, to the Company.


	
 

	
 


	
 

	
          Section
 507. Limitation
 on Suits.





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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





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


44







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


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


                    Section
509. Restoration of
Rights and Remedies. 


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


                    Section
510. Rights and
Remedies Cumulative. 


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


                    Section
511. Delay or
Omission Not Waiver. 


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


45







                    Section
512. Control by
Holders of Debt Securities. 


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





                    Section
513. Waiver of Past Defaults.


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


46







                    Section
514. Undertaking for Costs.


                    All
parties to this Indenture agree, and each Holder of any Debt Security or coupon
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys’ fees
and expenses, against any party litigant in such suit, having a due regard to
the merits and good faith of the claims or defenses made by such party
litigant, but the provisions of this Section shall not apply to any suit instituted
by the Company or the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Debt Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest on any Debt Security or the payment of any coupons on or after
the respective Stated Maturity or Maturities expressed in such Debt Security or
coupon (or, in the case of redemption or repayment, on or after the Redemption
Date or Repayment Date, as the case may be). 


                    Section
515. Waiver of Stay
or Extension Laws. 


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


ARTICLE SIX


The Trustee


                    Section
601. 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 any provision hereof are specifically
 required to be furnished to the Trustee, the Trustee shall be under a duty to
 examine the same to determine whether or not they conform to the requirements
 of this Indenture (but need not confirm or investigate the accuracy of
 mathematical calculations or other facts stated therein).





47







                    (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 his or her own
affairs. 


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


	
 

	
 


	
 

	
          (i)     this
 subsection shall not be construed to limit the effect of subsection (a) of
 this Section 601; 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (iii)     the
 Trustee shall not be liable with respect to any action taken or omitted to be
 taken by it in good faith in accordance with the direction of the Holders of a
 majority in principal amount of the Outstanding Debt Securities of any
 series, determined as provided in Sections 101, 104 and 512, relating to the
 time, method and place of conducting any proceeding for any remedy available
 to the Trustee, or exercising any trust or power conferred upon the Trustee,
 under this Indenture with respect to the Debt Securities of such series; and 


	
 

	
 


	
 

	
          (iv)     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. 





                    (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.


                    Section
602. Notice of
Default. 


                    If
a default occurs hereunder with respect to Debt Securities of any series the
Trustee shall transmit by mail to all Holders of Debt Securities of such series
notice of such default as and to the extent provided by the Trust Indenture
Act; provided, however, that in
the case of any default of the character specified in Section 501(4) with
respect to Debt Securities of such series no such notice to Holders shall be
given until at least 30 days after the occurrence thereof; and provided
further, that, except in the case of a default in the payment of principal of
(or premium, if any) or interest on any Debt Security of such series or related
coupons or in the payment of any sinking fund installment with respect to Debt
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or a Responsible Officer of the Trustee in
good faith determines that the withholding of such notice is in the interest of
the Holders of the Debt Securities of such series. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Debt
Securities of such series. 


48







                    Section
603. Certain Rights of Trustee.


                    Except
as otherwise provided in Section 601: 


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


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


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


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


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


                    (f)     the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, coupon,
other evidence of indebtedness or other paper or document, but the Trustee, in
its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney, other
than any such books or records containing information as to the affairs of the
customers of the Company or any of its subsidiaries; provided that the Trustee may examine such books and records
relating to customers to the extent that such books and records contain
information as to any payments made to such customers in their capacity as
Holders of Debt Securities; and provided
further that the Trustee shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation; and 


49







                    (g)     the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder; no Exchange Rate
Agent, Global Exchange Agent, Depositary or Paying Agent shall be deemed an
agent of the Trustee and the Trustee shall not be responsible for any act or
omission by any of them. 


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


                    The
recitals contained herein and in the Debt Securities, except the Trustee’s
certificates of authentication, and in any coupons, and the information in any
registration statement, including all attachments thereto, except information
provided by the Trustee therein, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Debt Securities of any series or any coupons. The Trustee
shall not be accountable for the use or application by the Company of any Debt
Securities or the proceeds thereof. The Trustee shall not be responsible for
and makes no representations as to the Company’s ability or authority to issue
Bearer Securities or the lawfulness thereof. 


                    Section
605. May Hold Debt Securities or Coupons.


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


                    Section
606. Money Held in Trust.


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


50







                    Section
607. Compensation
and Reimbursement. 


                    The
Company agrees 


	
 

	
 


	
 

	
          (1)     to
 pay to the Trustee from time to time such compensation for all services
 rendered by it hereunder which shall have been separately agreed to from time
 to time in writing by the Company and the Trustee (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 reimburse the Trustee upon its
 request for all reasonable expenses, disbursements and advances incurred or
 made by the Trustee in accordance with any provision of this Indenture
 (including the reasonable compensation and the expenses and disbursements of
 its agents and counsel), except any such expense, disbursement or advance as
 may be attributable to its negligence or willful misconduct; and 


	
 

	
 


	
 

	
          (3)     to
 fully indemnify the Trustee for, and to hold it harmless against, any and all
 claims, losses, liabilities, damages or expenses (including taxes other than
 taxes based upon the income of the Trustee) incurred without negligence or
 willful misconduct on its part, arising out of or in connection with the
 acceptance or administration of this trust or performance of its duties
 hereunder, including the costs and expenses of defending itself against any
 claim or liability in connection with the exercise or performance of any of
 its powers or duties hereunder. 





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


                    Section
608. Disqualification; Conflicting Interests.


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


51







                    Section
609. Corporate
Trustee Required; Eligibility. 


                    There
shall at all times be a Trustee hereunder which shall be a corporation that is
eligible pursuant to the Trust Indenture Act to act as such and organized and
doing business under the laws of the United States, any State thereof or the
District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $5,000,000, and
subject to supervision or examination by Federal or State authority; provided, however, that if Section 310(a)
of the Trust Indenture Act or the rules and regulations of the Commission under
the Trust Indenture Act at any time permit a corporation organized and doing
business under the laws of any other jurisdiction to serve as trustee of an
indenture qualified under the Trust Indenture Act, this Section 609 shall be
automatically amended to permit a corporation organized and doing business
under the laws of any such other jurisdiction to serve as Trustee hereunder. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section,
it shall resign promptly in the manner and with the effect hereinafter
specified in this Article. 


                    Section
610. Resignation
and Removal; Appointment of Successor. 


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


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


                    (c)      The
Trustee may be removed at any time with respect to the Debt Securities of
any series by Act of the Holders of a majority in principal amount of the
Outstanding Debt Securities of such series, delivered to the Trustee and to the
Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days of receipt of such Act specifying
removal, the removed Trustee may petition at the expense of the Company any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Debt Securities of such series. 


                    (d)      If
at any time: 


	
 

	
 


	
 

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





52







	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





then, in any
such case, (i) the Company by a Board Resolution may remove the Trustee with
respect to such series or (ii) subject to Section 514, any Holder who has been
a bona fide Holder of a Debt Security of any series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee for the Debt
Securities of such series and the appointment of a successor Trustee. In
addition, the Company may remove the Trustee if the Company shall determine by
a Board Resolution that the services provided by the Trustee hereunder may be
obtained at a substantially lower cost to the Company.


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


53







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


                    Section
611. Acceptance of Appointment by Successor.


                    (a)     In
the case of an appointment hereunder of a successor Trustee with respect to all
Debt Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges due under Section 607 hereof, 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. 


54







                    (b)     In
the case of the appointment hereunder of a successor Trustee with respect to
the Debt Securities of one or more (but not all) series, the Company, the
retiring Trustee upon payment of its charges and each successor Trustee with
respect to the Debt Securities of one or more series shall execute and deliver
an indenture supplemental hereto wherein each successor Trustee shall accept
such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Debt Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Debt Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Debt Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such
supplemental indenture, the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Debt Securities of that or those series to which the appointment of such
successor Trustee relates; but, on the request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Debt Securities of
that or those series to which the appointment of such successor Trustee
relates. 


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


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


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


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


55







                    Section
613. Preferential Collection of Claims Against Company.


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


                    Section
614. Authenticating Agent.


                    The
Trustee shall upon Company request appoint one or more authenticating agents
with respect to one or more series of Debt Securities which shall be authorized
on behalf of the Trustee in authenticating Debt Securities of such series in
connection with the issue, delivery, registration of transfer, exchange,
partial redemption or repayment of such Debt Securities. Wherever reference is
made in this Indenture to the authentication of Debt Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication on behalf of the Trustee by an authenticating agent and
a certificate of authentication executed on behalf of the Trustee by an
authenticating agent. Each authenticating agent must be acceptable to the
Company and must be a corporation organized and doing business under the laws
of the United States or of any State, having a combined capital and surplus of
at least $1,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by Federal or State authorities or the
equivalent foreign authority in the case of an authenticating agent who is not
organized and doing business under the laws of the United States or of any
State thereof or the District of Columbia. 


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


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


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


56







                    The
provisions of Sections 104, 111, 306, 309, 603, 604, 605 and 607 shall be
applicable to any authenticating agent. 


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


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


	
 

	
 

	
 

	
 


	
 

	
[_________________]
 


	
 

	
 


	
 

	
By

	
 


	
 

	
As Authenticating Agent for the Trustee


	
 

	
 


	
 

	
By

	
 


	
 

	
Authorized Signatory


	
 

	
 


	
 

	
Dated 

	
 





ARTICLE SEVEN


Holders’ Lists and Reports By Trustee and
Company


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


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


	
 

	
 


	
 

	
          (1)     semi-annually,
 not more than 15 days after the Regular Record Date in respect of the Debt
 Securities of such series or on May 15 and November 15 of each year with
 respect to each series of Debt Securities for which there are no Regular
 Record Dates, a list, in such form as the Trustee may reasonably require, of
 the names and addresses of the Holders of Registered Securities as of such
 Regular Record Date or May 1 or November 1, as the case may be, and 





57







	
 

	
 


	
 

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


	
 

	
 





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


                    Section
702. Preservation of Information; Communications to Holders.


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


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


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


                    Section
703. Reports by
Trustee. 


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


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


58







                    Section
704. Reports by Company.


                    The
Company shall file with the Trustee and the Commission, and transmit to Holders
such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act at the time and in the
manner pursuant to such Act; provided
that such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 shall be filed with the Trustee within 15 days of filing with the
Commission. 


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


ARTICLE EIGHT


Consolidation, Merger, Conveyance, Transfer
or Lease


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


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


	
 

	
 


	
 

	
          (1)     the
 corporation formed by such consolidation or into which the Company is merged
 or the Person which acquires by conveyance or transfer, or which leases, the
 properties and assets of the Company substantially as an entirety shall be a
 corporation organized and existing under the laws of the United States of
 America, any political subdivision thereof or any State thereof and shall
 expressly assume, by an indenture supplemental hereto, executed and delivered
 to the Trustee, in form satisfactory to the Trustee, the due and punctual
 payment of the principal of (and premium, if any) and interest (including all
 additional amounts, if any, payable pursuant to Section 1004) on all the Debt
 Securities and any related coupons and the performance of every covenant of
 this Indenture on the part of the Company to be performed or observed; 


	
 

	
 


	
 

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


	
 

	
 


	
 

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





59







                    Section
802. Successor
Corporation Substituted. 


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


ARTICLE NINE


Supplemental Indentures


                    
Section 901. Supplemental Indentures without Consent of Holders.


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





60







	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (6)     to
 establish the form or terms of Debt Securities of any series as permitted by
 Sections 201 and 301; or


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (8)     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, provided such other
 provisions shall not adversely affect the interests of the Holders of Debt
 Securities of any series or any related coupons in any material respect; or


	
 

	
 


	
 

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





                    Section
902. Supplemental
Indentures with Consent of Holders. 


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


61







	
 

	
 


	
 

	
          (1)     change
 the Stated Maturity of the principal or any installment of principal of, or
 any installment of interest on, any Debt Security, or reduce the principal
 amount thereof or the interest thereon or any premium payable upon redemption
 or repayment thereof, or change any obligation of the Company to pay additional
 amounts pursuant to Section 1004 (except as contemplated by Section 801(1)
 and permitted by Section 901(1)), or reduce the amount of the principal of an
 Original Issue Discount Security that would be due and payable upon a
 declaration of acceleration of the Maturity thereof pursuant to Section 502,
 or change any Place of Payment, or the coin
 or currency in which any Debt Security or the interest thereon or any
 coupon is payable, or impair the right to institute suit for the enforcement
 of any such payment on or after the Stated Maturity thereof (or, in the case
 of redemption or repayment, on or after the Redemption Date or Repayment
 Date, as the case may be), or 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (3)     modify
 any of the provisions of this Section, Section 513 or Section 1006, except to
 increase any such percentage or to provide that certain other provisions of
 this Indenture cannot be modified or waived without the consent of the Holder
 of each Outstanding Debt Security affected thereby; provided, however, that this clause
 shall not be deemed to require the consent of any Holder with respect to
 changes in the references to “the Trustee” and concomitant changes in this
 Section and Section 1006, or the deletion of this proviso, in accordance with
 the requirements of Section 611(b) and 901(7), or 


	
 

	
 


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





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


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


62








                    Section
903.
Execution of Supplemental
Indentures.


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


                    Section
904.
Effect of Supplemental Indentures.


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


                    Section
905.
Conformity with Trust Indenture Act.


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


                    Section
906. Reference in Debt
Securities to Supplemental Indentures.


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


63







ARTICLE TEN


Covenants


                    Section
1001. Payment of
Principal, Premium and Interest.


                    The
Company covenants and agrees for the benefit of each series of Debt Securities
and any related coupons that it will duly and punctually pay the principal of
(and premium, if any) and interest on the Debt Securities and any related
coupons in accordance with the terms of the Debt Securities, any related
coupons and this Indenture. Any interest due on Bearer Securities on or before
Maturity, other than additional amounts, if any, payable as provided in
Section 1004 in respect of principal of (or premium, if any, on) such a
Debt Security, shall be payable only upon presentation and surrender of the
several coupons for such interest installments as are evidenced thereby as they
severally mature.


                    Section
1002. Maintenance of
Office or Agency.


                    The
Company will maintain in each Place of Payment for any series of Debt
Securities an office or agency where Debt Securities (but, except as otherwise
provided below, unless such Place of Payment is located outside the United States,
not Bearer Securities) may be presented or surrendered for payment, where Debt
Securities may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Debt
Securities and this Indenture may be served. If Debt Securities of a series are
issuable as Bearer Securities, the Company will maintain, subject to any laws
or regulations applicable thereto, an office or agency in a Place of Payment
for such series which is located outside the United States where Debt
Securities of such series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Debt Securities of such series pursuant to Section 1004); provided, however,
that if the Debt Securities of such series are listed on any stock exchange
located outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent in any required city located outside the
United States so long as the Debt Securities of such series are listed on such
exchange. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of any such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices or demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee
its agent to receive all presentations, surrenders, notices and demands, except
that Bearer Securities of that series and the related coupons may be presented
and surrendered for payment (including payment of any additional amounts
payable on Bearer Securities of that series pursuant to Section 1004) at
the place specified for the purpose pursuant to Section 301(5).


                    No
payment of principal of, premium or interest on Bearer Securities shall be made
at any office or agency of the Company in the United States or by check mailed
to any address in the United States or by transfer to an account maintained
with a bank located in the United States; provided, however, payment of
principal of and any premium and interest denominated in Dollars (including
additional amounts payable in respect thereof) on any Bearer Security may be
made at an office or agency of, and designated by, the Company located in the
United States if (but only if) payment of the full amount of such principal,
premium, interest or additional amounts in Dollars at all offices outside the
United States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions and the Trustee receives an Opinion of Counsel that such
payment within the United States is legal. Unless otherwise provided as
contemplated by Section 301 with respect to any series of Debt Securities,
at the option of the Holder of any Bearer Security or related coupon, payment
may be made by check in the currency designated for such payment pursuant to
the terms of such Bearer Security presented or mailed to an address outside the
United States or by transfer to an account in such currency maintained by the
payee with a bank located outside the United States.


64







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


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


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


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


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


	
 

	
 

	
 


	
 

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





65







	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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





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


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


66







                    Section
1004. Payment of
Additional Amounts.


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


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


                    Section
1005. Officers’
Certificate as to Default.


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


67







                    Section
1006. Waiver of Certain
Covenants.


                    The
Company may omit in any particular instance to comply with any covenant or
condition applicable to the Debt Securities of any series pursuant to
Section 301 unless such covenant or condition is determined pursuant to
Section 301 not to be subject to this provision if, before the time for
such compliance the Holders of at least a majority in principal amount of all
series of the Debt Securities at the time Outstanding to which such covenant or
condition applies shall, acting together as a class, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance
with such covenant or condition, but no such waiver shall extend to or affect
such covenant or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such covenant or condition shall remain
in full force and effect.


ARTICLE ELEVEN


Redemption of Debt Securities


                    Section
1101. Applicability of
Article.


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


                    Section
1102. Election to Redeem;
Notice to Trustee.


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


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


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


68







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


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


                    Section
1104. Notice of Redemption.


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


	
 

	
 


	
 

	
          All
 notices of redemption shall state:


	
 

	
 


	
 

	
          (1)     the
 Redemption Date,


	
 

	
 


	
 

	
          (2)     the
 Redemption Price,


	
 

	
 


	
 

	
          (3)     
 if less than all Outstanding Debt Securities of any series are to be
 redeemed, the identification (and, in the case of partial redemption, the
 principal amounts) of the particular Debt Securities to be redeemed,


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





69







	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (8)     the
 CUSIP number, if any.





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


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


                    Section
1105. Deposit of
Redemption Price.


                    On
or prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of
money and/or, to the extent the Debt Securities to be redeemed are denominated
and payable in Dollars only, Eligible Instruments the payments of principal and
interest on which when due (and without reinvestment and providing no tax
liability will be imposed upon the Trustee or the Holders of the Debt
Securities to be redeemed) will provide money on or prior to the Redemption
Date in such amounts as will (together with any money irrevocably deposited in
trust with the Trustee, without investment) be sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Debt Securities or portions thereof which are to
be redeemed on that date; provided, however, that deposits with respect to
Bearer Securities shall be made with a Paying Agent or Paying Agents located
outside the United States except as otherwise provided in Section 1002,
unless otherwise specified as contemplated by Section 301.


                    Section
1106. Debt Securities
Payable on Redemption Date.


                    Notice
of redemption having been given as aforesaid, the Debt Securities to be
redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the Company
shall default in the payment of the Redemption Price and accrued interest) such
Debt Securities shall cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Debt Security for
redemption in accordance with said notice, such Debt Security shall be paid by
the Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only upon presentation and surrender of coupons for such interest (at
an office or agency located outside the United States except as otherwise
provided in Section 1002), and provided further, that installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Debt Securities, or one
or more Predecessor Securities, registered as such on the relevant Record Dates
according to their terms and the provisions of Section 307.


70







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


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


                    Section
1107. Debt Securities
Redeemed in Part.


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


ARTICLE TWELVE


Sinking Funds


                    Section
1201. Applicability of
Article.


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


71







                    The
minimum amount of any sinking fund payment provided for by the terms of Debt
Securities of any series is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the
term of Debt Securities of any series is herein referred to an “optional
sinking fund payment”. If provided for by the terms of Debt Securities of any
series, the amount of any sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to
the redemption of Debt Securities of any series as provided for by the terms of
Debt Securities of such series.


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


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


                    Section
1203. Redemption of Debt
Securities for Sinking Fund.


                    Not
less than 60 days prior to each sinking fund payment date for any series of
Debt Securities (unless a shorter period shall be satisfactory to the Trustee),
the Company will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash, the portion thereof, if any, which is to be satisfied by
crediting Debt Securities of that series pursuant to Section 1202 and the
basis for any such credit and, prior to or concurrently with the delivery of
such Officers’ Certificate, will also deliver to the Trustee any Debt
Securities to be so credited and not theretofore delivered to the Trustee. Not
less than 30 days (unless a shorter period shall be satisfactory to the
Trustee) before each such sinking fund payment date the Trustee shall select
the Debt Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Sections 1105, 1106 and 1107.


72







ARTICLE THIRTEEN


Repayment at the Option of Holders


                    Section
1301. Applicability of
Article.


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


                    Section
1302. Repayment of Debt
Securities.


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


                    Section
1303. Exercise of Option;
Notice.


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


73








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


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


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


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


                    Section
1304. Election of
Repayment by Remarketing Entities. 


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


74







                    Section
1305. Securities
Payable on the Repayment Date. 


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


ARTICLE FOURTEEN


Meetings of Holders of Debt Securities


                    Section
1401. Purposes for
Which Meetings May Be Called. 


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


                    Section
1402. Call, Notice
and Place of Meetings. 


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


75







                    (b)     In
case at any time the Company, pursuant to a Board Resolution, or the Holders of
at least 10% in principal amount of the Outstanding Debt Securities of any
series shall have requested the Trustee to call a meeting of the Holders of
Debt Securities of such series for any purpose specified in Section 1401, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of Debt Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York, or in London for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section. 


                    Section
1403. Persons
Entitled to Vote at Meetings. 


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


                    Section
1404. Quorum;
Action. 


                    The
Persons entitled to vote a majority in principal amount of the Outstanding Debt
Securities of a series shall constitute a quorum for a meeting of Holders of
Debt Securities of such series. In the absence of a quorum within 30 minutes of
the time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Debt Securities of such series, be dissolved. In the
absence of a quorum in any other case the meeting may be adjourned for a period
of not less than 10 days as determined by the chairperson of the meeting prior
to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairperson of the meeting prior
to the adjournment of such adjourned meeting. Notice of this reconvening of any
adjourned meeting shall be given as provided in Section 1402(a), except that
such notice need be given only once not less than five days prior to the date
on which the meeting is scheduled to be reconvened. Notice of the reconvening
of an adjourned meeting shall state expressly the percentage, as provided
above, of the principal amount of the Outstanding Debt Securities of such
series which shall constitute a quorum. 


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


76







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


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


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


                    (b)     The
Trustee shall, by an instrument in writing, appoint a temporary chairperson of
the meeting, unless the meeting shall have been called by the Company or by
Holders of Debt Securities as provided in Section 1402(b), in which case the
Company or the Holders of Debt Securities of the series calling the meeting, as
the case may be, shall in like manner appoint a temporary chairperson. A
permanent chairperson and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Debt Securities of such series represented at the meeting. 


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


77







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


                    Section
1406. Counting
Votes and Recording Action of Meetings. 


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


ARTICLE FIFTEEN


Defeasance


                    Section
1501. Termination
of Company’s Obligations. 


                    If
this Section 1501 is specified, as contemplated by Section 301, to be
applicable to any series of Debt Securities and if the Company deposits
irrevocably in trust with the Trustee money and/or, to the extent such Debt
Securities are denominated and payable in Dollars only, Eligible Instruments
the payments of principal and interest on which when due (and without reinvestment
and providing no tax liability will be imposed upon the Trustee or the Holders
of such Debt Securities) will provide money in such amounts as will (together
with any money irrevocably deposited in trust with the Trustee, without
investment) be sufficient to pay the principal of (and premium, if any) and any
installment of principal of (and premium, if any) or interest when due on the
Debt Securities of such series and any coupons appertaining thereto and any
mandatory sinking fund, repayment or analogous payments thereon on the
scheduled due dates therefor at the Stated Maturity thereof, the Company’s
obligations under any covenant determined pursuant to Section 301 to be subject
to this Section shall terminate with respect to the Debt Securities of the series
for which such deposit was made; provided,
however, that (i) no Event of Default with respect to the Debt
Securities of such series under Section 501(5) or 501(6) or event that with
notice or lapse of time or both would constitute such an Event of Default shall
have occurred and be continuing on such date, (ii) such deposit will not result
in a breach of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by which it is
bound, and (iii) such termination shall not relieve the Company of its
obligations under the Debt Securities of such series and this Indenture to pay
when due the principal of (and premium, if any) and interest and additional
amounts on such Debt Securities and any coupons appertaining thereto if such
Debt Securities or coupons are not paid (or payment is not provided for) when
due from the money and Eligible Instruments (and the proceeds thereof) so
deposited. 


78







                    It
shall be a condition to the deposit of cash and/or Eligible Instruments and the
termination of the Company’s obligations pursuant to the provisions of this
Section with respect to the Debt Securities of any series under any covenant
determined pursuant to Section 301 to be subject to this Section that the
Company deliver to the Trustee (i) an Opinion of Counsel to the effect that:
(a) Holders of Debt Securities of such series and any coupons appertaining
thereto will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit and termination and (b) such Holders (and future
Holders) will be subject to tax in the same amount, manner and timing as if
such deposit and termination had not occurred, (ii) an Officers’ Certificate to
the effect that under the laws in effect on the date such money and/or Eligible
Instruments are deposited with the Trustee, the amount thereof will be
sufficient, after payment of all Federal, state and local taxes in respect
thereof payable by the Trustee, to pay principal (and premium, if any) and
interest when due on the Debt Securities of such series and any coupons
appertaining thereto; and (iii) an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for
relating to the defeasance contemplated in this Section have been complied
with. 


                    It
shall be an additional condition to the deposit of cash and/or Eligible
Instruments and the termination of the Company’s obligations pursuant to the
provisions of this Section under any covenant determined pursuant to Section
301 to be subject to this Section, with respect to the Debt Securities of any
series then listed on the New York Stock Exchange, that the Company deliver an
Opinion of Counsel that the Debt Securities of such series will not be delisted
from the New York Stock Exchange as a result of such deposit and termination. 


                    After
a deposit as provided herein, the Trustee shall, upon Company Request,
acknowledge in writing the discharge of the Company’s obligations pursuant to
the provisions of this Section with respect to the Debt Securities of such
series under any covenant determined pursuant to Section 301 to be subject to
this Section. 


                    Section
1502. Repayment to
Company. 


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


79







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


                    Section
1503. Indemnity for
Eligible Instruments. 


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


80







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


	
 

	
 

	
 

	
 


	
 

	
 

	
TENNANT
 COMPANY 


	
 

	
 

	
 

	
 


	
 

	
 

	
By 

	
 


	
 

	
 

	
Its ______________________________


	
 

	
 

	
 

	
 


	
[CORPORATE
 SEAL]

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
Attest:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
Its
 ______________________________

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
[______________________________]


	
 

	
 

	
 

	
 


	
 

	
 

	
By

	
 


	
 

	
 

	
Its ______________________________


	
 

	
 

	
 

	
 


	
[CORPORATE SEAL]

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
Attest:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
Its
 ______________________________

	
 

	
 

	
 





81







EXHIBIT A-1 


[Form of Certificate of Beneficial Ownership
by a 

Non-United States Person or by Certain Other Persons]


Certificate


TENNANT COMPANY


[Insert title or sufficient description of 

Debt Securities to be delivered]


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


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







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


	
 

	
 

	
 

	
 


	
Dated:___________________________________

	
 

	
 


	
 

	
 

	
 


	
[To be dated
 on or after ___________________ (the date determined as provided in the
 Indenture)]

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
[Name of
 Person Entitled to Receive Bearer Security]


	
 

	
 

	
 


	
 

	
 

	
(Authorized Signatory)



	
 

	
 

	
 

	
 


	
 

	
 

	
Name: 

	
 







	
 

	
 

	
 

	
 


	
 

	
 

	
 Title: 

	
 






	
 

	
 

	
 


	
 

	
 


	
 

	
*Delete if
 inappropriate





A-2







EXHIBIT A-2 


[Form of Certificate of Status as a 

Foreign Branch of a United States Financial Institution]


 Certificate 


TENNANT COMPANY


[Insert title or sufficient description of 

Debt Securities to be delivered]


          Reference
is hereby made to the Indenture dated as of [________________](the
“Indenture”), between Tennant Company and [__________________], relating to the
offering of the above-captioned Debt Securities (the “Debt Securities”). Unless
herein defined, terms used herein have the same meaning as given to them in the
Indenture. 


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


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


	
 

	
 

	
 

	
 


	
Dated: ___________________________________

	
 

	
 


	
[To be dated on or after ___________________ (the date determined as provided in the
 Indenture)]

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
[Name of Person Entitled
 to Receive Bearer Security]


	
 

	
 

	
 


	
 

	
 

	
(Authorized
 Signatory)



	
 

	
 

	
 

	
 


	
 

	
 

	
Name: 

	
 






	
 

	
 

	
 

	
 


	
 

	
 

	
 Title: 

	
 













EXHIBIT B 


[Form of Certificate to be Given by Euroclear and Clearstream 

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

Temporary Global Security or to Obtain 

Interest Prior to Exchange]


Certificate


TENNANT COMPANY


[Insert title or sufficient description of Debt Securities to be
delivered]


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


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


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


	
 

	
 

	
 

	
 


	
Dated: ___________________________________

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
[MORGAN GUARANTY TRUST
 COMPANY OF NEW YORK, BRUSSELS OFFICE, as Operator of the Euroclear System]
 [Clearstream]]


	
 

	
 

	
 

	
 


	
 

	
 

	
By: 

	
 







	
 

	
 

	
 


	
 

	
 


	
 

	
*Delete if inappropriate.