Exhibit
4.11


 




 





FOSTER WHEELER CORPORATION


 


TO


 


HARRIS TRUST AND SAVINGS BANK,


 


Trustee


 












 


INDENTURE


 


Dated as of November 15,
1995




 





 

















 


Reconciliation and tie between Indenture, dated as of November 15,
1995, and the Trust Indenture Act of 1939, as amended (“TIA”).


 


	
  TIA
  Section

  	
   

  	
  Indenture

  Section

  
	
   

  	
   

  	
   

  
	
  310(a)(1)

  	
   

  	
  609

  
	
   

  	
  (a)(2)

  	
   

  	
  609

  
	
   

  	
  (a)(3)

  	
   

  	
  TIA

  
	
   

  	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(5)

  	
   

  	
  TIA

  
	
   

  	
  (b)

  	
   

  	
  610; TIA

  
	
   

  	
   

  	
   

  	
   

  
	
  311(a)

  	
   

  	
  613; TIA

  
	
   

  	
  (b)

  	
   

  	
  613; TIA

  
	
   

  	
  (c)

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  	
   

  
	
  312(a)

  	
   

  	
  701

  
	
   

  	
  (b)

  	
   

  	
  702; TIA

  
	
   

  	
  (c)

  	
   

  	
  702(c); TIA

  
	
   

  	
   

  	
   

  	
   

  
	
  313(a)

  	
   

  	
  703; TIA

  
	
   

  	
  (b)

  	
   

  	
  703; TIA

  
	
   

  	
  (c)

  	
   

  	
  703; TIA

  
	
   

  	
  (d)

  	
   

  	
  703; TIA

  
	
   

  	
   

  	
   

  	
   

  
	
  314(a)

  	
   

  	
  704; TIA

  
	
   

  	
  (b)

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)(1)

  	
   

  	
  102

  
	
   

  	
  (c)(2)

  	
   

  	
  102

  
	
   

  	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (d)

  	
   

  	
  Not Applicable

  
	
   

  	
  (e)

  	
   

  	
  TIA

  
	
   

  	
  (f)

  	
   

  	
  TIA

  
	
   

  	
   

  	
   

  	
   

  
	
  315(a)

  	
   

  	
  601; 603; TIA

  
	
   

  	
  (b)

  	
   

  	
  602; TIA

  
	
   

  	
  (c)

  	
   

  	
  TIA

  



 

















 


	
   

  	
  (d)(1)

  	
   

  	
  TIA

  
	
   

  	
  (d)(2)

  	
   

  	
  603; TIA

  
	
   

  	
  (d)(3)

  	
   

  	
  603; TIA

  
	
   

  	
  (e)

  	
   

  	
  TIA

  
	
   

  	
   

  	
   

  	
   

  
	
  316(a)(1)(A)

  	
   

  	
  502; 512

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  513

  
	
   

  	
  (b)

  	
   

  	
  507; 508

  
	
   

  	
  (c)

  	
   

  	
  TIA

  
	
   

  	
   

  	
   

  	
   

  
	
  317(a)(1)

  	
   

  	
  TIA

  
	
   

  	
  (a)(2)

  	
   

  	
  TIA

  
	
   

  	
  (b)

  	
   

  	
  1003

  
	
   

  	
   

  	
   

  	
   

  
	
  318(a)

  	
   

  	
  108

  
	
   

  	
  (b)

  	
   

  	
  TIA

  
	
   

  	
  (c)

  	
   

  	
  108; TIA

  



 












This reconciliation and tie section does
not constitute part of the Indenture.


 

















 


TABLE OF
CONTENTS


 


	
  PARTIES

  	
   

  
	
   

  
	
  RECITALS

  	
   

  
	
   

  	
  Authorization of Indenture

  	
   

  
	
   

  	
  Compliance with Legal Requirements

  	
   

  
	
   

  
	
  ARTICLE ONE

  	
  Definitions and Other Provisions of General
  Application

  	
   

  
	
   

  	
  Section 101.

  	
  Definitions

  	
   

  
	
   

  	
  Actual knowledge

  	
   

  
	
   

  	
  Affiliate

  	
   

  
	
   

  	
  Attributable Debt

  	
   

  
	
   

  	
  Authenticating Agent

  	
   

  
	
   

  	
  Authorized Newspaper

  	
   

  
	
   

  	
  Bearer Security

  	
   

  
	
   

  	
  Board of Directors

  	
   

  
	
   

  	
  Board Resolution

  	
   

  
	
   

  	
  Business Day

  	
   

  
	
   

  	
  Capital Stock

  	
   

  
	
   

  	
  Closing Price Per Share

  	
   

  
	
   

  	
  Commission

  	
   

  
	
   

  	
  Company

  	
   

  
	
   

  	
  Company Order and Company Request

  	
   

  
	
   

  	
  Consolidated Net Tangible Assets

  	
   

  
	
   

  	
  Converting Holder

  	
   

  
	
   

  	
  Corporate Trust Office

  	
   

  
	
   

  	
  Corporation

  	
   

  
	
   

  	
  Coupon

  	
   

  
	
   

  	
  Debt

  	
   

  
	
   

  	
  Default

  	
   

  
	
   

  	
  Defaulted Interest

  	
   

  
	
   

  	
  Depositary

  	
   

  



 












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


 


i

















 


	
   

  	
  defeasance and covenant defeasance

  	
   

  
	
   

  	
  Determination Date

  	
   

  
	
   

  	
  ECU

  	
   

  
	
   

  	
  Event of Default

  	
   

  
	
   

  	
  Existing Debt

  	
   

  
	
   

  	
  Global Security

  	
   

  
	
   

  	
  Government Obligations

  	
   

  
	
   

  	
  Holder

  	
   

  
	
   

  	
  Indenture

  	
   

  
	
   

  	
  Interest

  	
   

  
	
   

  	
  Interest Payment Date

  	
   

  
	
   

  	
  Lien

  	
   

  
	
   

  	
  Mandatory sinking fund payment

  	
   

  
	
   

  	
  Maturity

  	
   

  
	
   

  	
  NASDAQ

  	
   

  
	
   

  	
  NYSE

  	
   

  
	
   

  	
  Officers’ Certificate

  	
   

  
	
   

  	
  Opinion of Counsel

  	
   

  
	
   

  	
  Optional sinking fund payment

  	
   

  
	
   

  	
  Original Issue Date

  	
   

  
	
   

  	
  Original Issue Discount Security

  	
   

  
	
   

  	
  Outstanding

  	
   

  
	
   

  	
  Overdue Rate

  	
   

  
	
   

  	
  Paying Agent

  	
   

  
	
   

  	
  Permitted Secured Debt

  	
   

  
	
   

  	
  Person

  	
   

  
	
   

  	
  Predecessor Security

  	
   

  
	
   

  	
  Principal Property

  	
   

  
	
   

  	
  Project Debt

  	
   

  
	
   

  	
  Record Date

  	
   

  
	
   

  	
  Redemption Date

  	
   

  
	
   

  	
  Redemption Price

  	
   

  
	
   

  	
  Redemption Rescission Event

  	
   

  
	
   

  	
  Registered Holder

  	
   

  
	
   

  	
  Registered Security

  	
   

  
	
   

  	
  Rescission Date

  	
   

  



 












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


 


ii

















 


	
   

  	
  Responsible Officer

  	
   

  
	
   

  	
  Restricted Subsidiary

  	
   

  
	
   

  	
  Sale and leaseback transaction

  	
   

  
	
   

  	
  Secured Debt

  	
   

  
	
   

  	
  Securities

  	
   

  
	
   

  	
  Security Register and Security Registrar

  	
   

  
	
   

  	
  Senior Debt

  	
   

  
	
   

  	
  Special Record Date

  	
   

  
	
   

  	
  Specified Currency

  	
   

  
	
   

  	
  Stated Maturity

  	
   

  
	
   

  	
  Subsidiary

  	
   

  
	
   

  	
  Surrendered Securities

  	
   

  
	
   

  	
  Trading Day

  	
   

  
	
   

  	
  Trust Indenture Act

  	
   

  
	
   

  	
  Trustee

  	
   

  
	
   

  	
  Vice President

  	
   

  
	
   

  	
  Working Debt

  	
   

  
	
   

  	
  Yield to Maturity

  	
   

  
	
   

  	
  Section 102.

  	
  Compliance Certificates and Opinions

  	
   

  
	
   

  	
  Section 103.

  	
  Form of Documents Delivered to Trustee

  	
   

  
	
   

  	
  Section 104.

  	
  Acts of Holders; Record Dates

  	
   

  
	
   

  	
  Section 105.

  	
  Notices, Etc., to Trustee and Company

  	
   

  
	
   

  	
  Section 106.

  	
  Notice to Holders; Waiver

  	
   

  
	
   

  	
  Section 107.

  	
  Shareholders, Officers and Directors of Company Exempt from
  Individual Liability

  	
   

  
	
   

  	
  Section 108.

  	
  Conflict with Trust Indenture Act

  	
   

  
	
   

  	
  Section 109.

  	
  Effect of Headings and Table of Contents

  	
   

  
	
   

  	
  Section 110.

  	
  Successors and Assigns

  	
   

  
	
   

  	
  Section 111.

  	
  Separability Clause

  	
   

  
	
   

  	
  Section 112.

  	
  Benefits of Indenture

  	
   

  
	
   

  	
  Section 113.

  	
  Governing Law

  	
   

  
	
   

  	
  Section 114.

  	
  Legal Holidays

  	
   

  
	
   

  	
  Section 115.

  	
  Counterparts

  	
   

  



 












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


 


iii

















 


	
  ARTICLE TWO

  	
  Security Forms

  	
   

  
	
   

  	
  Section 201.

  	
  Forms Generally

  	
   

  
	
   

  	
  Section 202.

  	
  Form of Trustee’s Certificate of
  Authentication

  	
   

  
	
   

  	
  Section 203.

  	
  Additional Provisions Required in Global
  Security

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
  The Securities

  	
   

  
	
   

  	
  Section 301.

  	
  Amount Unlimited; Issuable in Series

  	
   

  
	
   

  	
  Section 302.

  	
  Denominations

  	
   

  
	
   

  	
  Section 303.

  	
  Execution, Authentication, Delivery and Dating of Securities

  	
   

  
	
   

  	
  Section 304.

  	
  Temporary Securities

  	
   

  
	
   

  	
  Section 305.

  	
  Registration, Registration of Transfer and Exchange

  	
   

  
	
   

  	
  Section 306.

  	
  Mutilated, Defaced, Destroyed, Lost and Stolen Securities

  	
   

  
	
   

  	
  Section 307.

  	
  Payment of Interest; Interest Rights Preserved

  	
   

  
	
   

  	
  Section 308.

  	
  Persons Deemed Owners

  	
   

  
	
   

  	
  Section 309.

  	
  Cancellation

  	
   

  
	
   

  	
  Section 310.

  	
  Computation of Interest

  	
   

  
	
   

  	
  Section 311.

  	
  Securities Denominated in Foreign Currencies

  	
   

  
	
   

  	
  Section 312.

  	
  Compliance with Certain Laws and Regulations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
  Satisfaction and Discharge

  	
   

  
	
   

  	
  Section 401.

  	
  Satisfaction and Discharge of Indenture

  	
   

  
	
   

  	
  Section 402.

  	
  Application of Trust Money

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  	
  Remedies

  	
   

  
	
   

  	
  Section 501.

  	
  Events of Default

  	
   

  
	
   

  	
  Section 502.

  	
  Acceleration of Maturity; Rescission and Annulment

  	
   

  
	
   

  	
  Section 503.

  	
  Collection of Indebtedness and Suits for Enforcement by Trustee

  	
   

  
	
   

  	
  Section 504.

  	
  Trustee May File Proofs of Claim

  	
   

  
	
   

  	
  Section 505.

  	
  Trustee May Enforce Claims Without Possession of Securities

  	
   

  
	
   

  	
  Section 506.

  	
  Application of Moneys Collected by Trustee

  	
   

  
	
   

  	
  Section 507.

  	
  Limitation on Suits

  	
   

  



 












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


 


iv

















 


	
   

  	
  Section 508.

  	
  Unconditional Right of Holders to Receive Principal, Premium and
  Interest

  	
   

  
	
   

  	
  Section 509.

  	
  Restoration of Rights and Remedies

  	
   

  
	
   

  	
  Section 510.

  	
  Rights and Remedies Cumulative

  	
   

  
	
   

  	
  Section 511.

  	
  Delay or Omission Not Waiver

  	
   

  
	
   

  	
  Section 512.

  	
  Control by Holders

  	
   

  
	
   

  	
  Section 513.

  	
  Waiver of Past Defaults

  	
   

  
	
   

  	
  Section 514.

  	
  Undertaking for Costs

  	
   

  
	
   

  	
  Section 515.

  	
  Waiver of Stay or Extension Laws

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  	
  The Trustee

  	
   

  
	
   

  	
  Section 601.

  	
  Certain Duties and Responsibilities

  	
   

  
	
   

  	
  Section 602.

  	
  Notice of Defaults

  	
   

  
	
   

  	
  Section 603.

  	
  Certain Rights of the Trustee

  	
   

  
	
   

  	
  Section 604.

  	
  Not Responsible for Recitals or Issuance of Securities

  	
   

  
	
   

  	
  Section 605.

  	
  May Hold Securities

  	
   

  
	
   

  	
  Section 606.

  	
  Money Held in Trust

  	
   

  
	
   

  	
  Section 607.

  	
  Compensation and Reimbursement

  	
   

  
	
   

  	
  Section 608.

  	
  Right to Rely on Officers’ Certificate

  	
   

  
	
   

  	
  Section 609.

  	
  Eligibility

  	
   

  
	
   

  	
  Section 610.

  	
  Resignation and Removal; Appointment of Successor

  	
   

  
	
   

  	
  Section 611.

  	
  Acceptance of Appointment by Successor

  	
   

  
	
   

  	
  Section 612.

  	
  Merger, Conversion, Consolidation or Succession to Business

  	
   

  
	
   

  	
  Section 613.

  	
  Preferential Collection of Claims Against Company

  	
   

  
	
   

  	
  Section 614.

  	
  Appointment of Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
  Holders’ List and Reports by Trustee and
  Company

  	
   

  
	
   

  	
  Section 701.

  	
  Company to Furnish Trustee Names and Addresses of Holders

  	
   

  
	
   

  	
  Section 702.

  	
  Preservation of Information; Communications to Holders

  	
   

  
	
   

  	
  Section 703.

  	
  Reports by Trustee

  	
   

  
	
   

  	
  Section 704.

  	
  Reports by Company

  	
   

  



 












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


 


v

















 


	
  ARTICLE EIGHT

  	
  Consolidation, Merger, Conveyance, Transfer
  or Lease

  	
   

  
	
   

  	
  Section 801.

  	
  Company May Consolidate, Etc., Only on Certain Terms

  	
   

  
	
   

  	
  Section 802.

  	
  Successor Substituted

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
  Supplemental Indentures

  	
   

  
	
   

  	
  Section 901.

  	
  Supplemental Indentures Without Consent of Holders

  	
   

  
	
   

  	
  Section 902.

  	
  Supplemental Indentures with Consent of Holders

  	
   

  
	
   

  	
  Section 903.

  	
  Execution of Supplemental Indentures

  	
   

  
	
   

  	
  Section 904.

  	
  Effect of Supplemental Indentures

  	
   

  
	
   

  	
  Section 905.

  	
  Conformity with Trust Indenture Act

  	
   

  
	
   

  	
  Section 906.

  	
  Reference in Securities to Supplemental Indentures

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
  Covenants

  	
   

  
	
   

  	
  Section 1001.

  	
  Payment of Principal, Premium and Interest

  	
   

  
	
   

  	
  Section 1002.

  	
  Maintenance of Office or Agency

  	
   

  
	
   

  	
  Section 1003.

  	
  Money for Securities Payments to Be Held in
  Trust

  	
   

  
	
   

  	
  Section 1004.

  	
  Limitation on Liens

  	
   

  
	
   

  	
  Section 1005.

  	
  Limitation on Sales and Leasebacks

  	
   

  
	
   

  	
  Section 1006.

  	
  Certificate of Compliance

  	
   

  
	
   

  	
  Section 1007.

  	
  Waiver of Certain Covenants

  	
   

  
	
   

  	
  Section 1008.

  	
  Limitation on Debt Incurred by Restricted
  Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
  Redemption of Securities

  	
   

  
	
   

  	
  Section 1101.

  	
  Applicability of Article

  	
   

  
	
   

  	
  Section 1102.

  	
  Election to Redeem; Notice to Trustee

  	
   

  
	
   

  	
  Section 1103.

  	
  Selection by Trustee of Securities to Be
  Redeemed

  	
   

  
	
   

  	
  Section 1104.

  	
  Notice of Redemption

  	
   

  
	
   

  	
  Section 1105.

  	
  Deposit of Redemption Price

  	
   

  
	
   

  	
  Section 1106.

  	
  Securities Payable on Redemption Date

  	
   

  
	
   

  	
  Section 1107.

  	
  Securities Redeemed in Part

  	
   

  
	
   

  	
  Section 1108.

  	
  Rescission of Redemption

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  	
  Sinking Funds

  	
   

  
	
   

  	
  Section 1201.

  	
  Applicability of Article

  	
   

  
	
   

  	
  Section 1202.

  	
  Satisfaction of Sinking Fund Payments with
  Securities

  	
   

  



 












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


 


vi

















 


	
   

  	
  Section 1203.

  	
  Redemption of Securities for Sinking Fund

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  	
  Defeasance

  	
   

  
	
   

  	
  Section 1301.

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

  	
   

  
	
   

  	
  Section 1302.

  	
  Defeasance and Discharge

  	
   

  
	
   

  	
  Section 1303.

  	
  Covenant Defeasance

  	
   

  
	
   

  	
  Section 1304.

  	
  Conditions to Defeasance or Covenant
  Defeasance

  	
   

  
	
   

  	
  Section 1305.

  	
  Deposited
  Money and Government Obligations to Be Held in Trust; Other Miscellaneous
  Provisions

  	
   

  
	
   

  	
  Section 1306.

  	
  Reinstatement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOURTEEN

  	
  Convertible
  Securities

  	
   

  
	
   

  	
  Section 1401.

  	
  Applicability of Article

  	
   

  
	
   

  	
  Section 1402.

  	
  Right of Holders to Convert Securities

  	
   

  
	
   

  	
  Section 1403.

  	
  Issuance of Shares of Capital Stock on
  Conversion

  	
   

  
	
   

  	
  Section 1404.

  	
  No Payment or Adjustment for Interest or
  Dividends

  	
   

  
	
   

  	
  Section 1405.

  	
  Adjustment of Conversion Rate

  	
   

  
	
   

  	
  Section 1406.

  	
  No Fractional Shares to be Issued

  	
   

  
	
   

  	
  Section 1407.

  	
  Preservation of Conversion Rights Upon
  Consolidation, Merger, Sale or Conveyance

  	
   

  
	
   

  	
  Section 1408.

  	
  Notice to Holders of Securities of a Series
  Prior to Taking Certain Types of Action

  	
   

  
	
   

  	
  Section 1409.

  	
  Covenant to Reserve Shares for Issuance on
  Conversion of Securities

  	
   

  
	
   

  	
  Section 1410.

  	
  Compliance with Governmental Requirements

  	
   

  
	
   

  	
  Section 1411.

  	
  Payment of Taxes Upon Certificates for
  Shares Issued Upon Conversion of Securities

  	
   

  
	
   

  	
  Section 1412.

  	
  Trustee’s Duties with Respect to Conversion
  Provisions

  	
   

  
	
   

  	
  Section 1413.

  	
  Corporate Action Regarding Par Value of
  Capital Stock

  	
   

  
	
   

  	
  Section 1414.

  	
  Company Determination Final

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIFTEEN

  	
  Subordination

  	
   

  
	
   

  	
  Section 1501.

  	
  Applicability of Article

  	
   

  
	
   

  	
  Section 1502.

  	
  Agreement to Subordinate

  	
   

  
	
   

  	
  Section 1503.

  	
  Subrogation

  	
   

  



 












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


 


vii

















 


	
   

  	
  Section 1504.

  	
  Authorization by Holders of Subordinated
  Securities

  	
   

  
	
   

  	
  Section 1505.

  	
  Notice to Trustee

  	
   

  
	
   

  	
  Section 1506.

  	
  Trustee’s Relation to Senior Debt

  	
   

  
	
   

  	
  Section 1507.

  	
  No Impairment of Subordination

  	
   

  
	
   

  	
   

  
	
  Testimonium

  	
   

  
	
   

  	
   

  
	
  Signatures

  	
   

  
	
   

  	
   

  
	
  Acknowledgments

  	
   

  



 












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


 


viii

















 


THIS INDENTURE, dated as of
          , 1995 between
FOSTER WHEELER CORPORATION, a corporation duly organized and existing under the
laws of the State of New York (herein called the “Company”), having its
principal office at Perryville Corporate Park, Clinton, New Jersey 08809, and
HARRIS TRUST AND SAVINGS BANK, an Illinois banking corporation, as Trustee
(herein called the “Trustee”) having its corporate trust office at 311 West
Monroe Street, Chicago, Illinois 60606.


 


RECITALS OF THE COMPANY


 


The Company
has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured debentures, notes or other
evidences of indebtedness, which may be convertible into shares of Capital
Stock (as such term is hereinafter defined) of the Company (such debentures,
notes or other evidences of indebtedness herein called the “Securities”) to be
issued in one or more series as in this Indenture provided.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises and
the purchase of the Securities by the Holders thereof, it is agreed for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, as follows:


 


ARTICLE ONE


 


Definitions and Other
Provisions

of General Application


 


Section 101.           Definitions.


 


For all purposes of this Indenture and of any
indenture supplemental hereto, 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, or by Commission rule under, the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein;


 


(3)  all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with United States
generally accepted accounting principles as in effect on the date hereof; 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.


 


The following terms shall have the following
respective meanings:


 


“Actual knowledge” has a meaning specified in
Section 603.


 


“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.


 


“Attributable Debt” means, as to any particular
lease under which any Person is at the time liable, at any date as of which the
amount thereof is to be determined, the total net amount of rent required to be
paid by such Person under such lease during the remaining primary term thereof,
discounted from, the respective due dates thereof to such date at the rate of
interest per annum, compounded semi-annually, implicit in the terms of such
lease, as determined in good faith by the Company.  The net amount of rent required to be paid under any such lease
for any such period shall be the amount of the rent payable by the lessee with
respect to such period, after excluding amounts required to be paid on account
of maintenance, repairs, insurance, taxes, assessments, water rates and similar
charges and contingent rents such as those based on sales.  In the case of any lease which is terminable
by the lessee upon the payment of a penalty, such net amount shall also include
the amount of such penalty, but shall not include any rent required to be paid
under such lease subsequent to the first date upon which it may be so
terminated.


 


“Authenticating Agent” means any Person
authorized by the Trustee pursuant to Section 614 to act on behalf of the
Trustee to authenticate Securities of one or more series.


 


2

















 


“Authorized Newspaper” means a newspaper of
general circulation, in the 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.  Whenever successive publications in an Authorized Newspaper are
required hereunder they may be made (unless otherwise expressly provided
herein) on the same or different days of the week and in the same or different
Authorized Newspapers.


 


“Bearer Security” means any Security issued under
this Indenture which is payable to bearer.


 


“Board of Directors” means either the board of
directors of the Company or any duly authorized committee of that board or any
directors.


 


“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.


 


“Business Day” means, except as may otherwise be
provided herein or in any Security, when used with respect a location, any day
which is not a day on which banking institutions in that location are
authorized or obligated by law or executive order to close.


 


“Capital Stock” means any stock of any class of the
Company.


 


“Closing Price Per Share” means, with
respect to the Capital Stock of the Company, for any day the last reported
sales price per share (i) on the NYSE as reported in the Wall Street Journal
(or other similar newspaper) for New York Stock Exchange Composite Transactions
(or, if no such sale is so reported on such day, the average of such reported
closing bid and asked prices regular way) or, if the Capital Stock is not
listed or admitted to trading on such the NYSE, on the principal (as determined
by the Company’s Board of Directors) national securities exchange on which the
Capital Stock is listed or admitted to trading or, (ii) if not listed or
admitted to trading on any national securities exchange, on The NASDAQ National
Market, or if the Capital Stock is not listed or admitted to trading on any
national securities exchange or quoted on such National Market System, the
average of the closing bid and asked prices in the over-the-counter market as
furnished by any New York Stock Exchange member firm selected from time to time
by the Company for that purpose.


 


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


 


3

















 


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


 


“Company Order” and “Company
Request” mean, respectively, a written order or request signed in the
name of the Company by both (i) its Chairman of the Board of Directors, its
Vice Chairman of the Board of Directors, its President or a Vice President, and
(ii) its Treasurer, an Assistant Treasurer, its Controller, an Assistant
Controller, its Secretary or an Assistant Secretary, and delivered to the
Trustee.


 


“Consolidated Net Tangible Assets”
means the aggregate amount of assets after deducting (i) all current
liabilities and (ii) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles, all as set
forth on the most recently prepared balance sheet of the Company and its
consolidated Subsidiaries and computed in accordance with United States
generally accepted accounting principles.


 


“Converting Holder” has the meaning specified
in Section 1403.


 


“Corporate Trust Office” means the office
of the Trustee at which, at any particular time, its corporate trust business
shall be principally administered, which office at the date hereof is located
at 311 West Monroe Street, 12th Floor, Chicago, Illinois 60606, Attention:
Indenture Trust Division.


 


“Corporation” includes corporations, partnerships,
associations, companies, joint-stock companies and business trusts.


 


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


 


“Debt”,
with respect to any Person, means


 


(i)  any debt (a) for money borrowed, or (b)
evidenced by a bond, note, debenture, or similar instrument (including purchase
money obligations) given in connection with the acquisition of any business,
property or assets, whether by purchase, merger, consolidation or otherwise,
but shall not include any account payable or other obligation created or
assumed by a Person in the ordinary course of business in connection with the
obtaining of materials or services, or (c) which is a direct or indirect
obligation which arises as a result of banker’s acceptances;


 


(ii)  any debt of others described in the
preceding clause (i) which such Person has guaranteed or for which it is
otherwise directly liable;


 


4

















 


(iii)  the obligation of such Person as lessee
under any lease of property which is reflected on such Person’s balance sheet
as a capitalized lease; and


 


(iv)  any deferral, amendment, renewal, extension,
supplement or refunding of any liability of the kind described in any of the
preceding clauses (i), (ii) and (iii);


 


provided, however,
that, in computing the Debt of any Person, there shall be excluded any
particular Debt if, upon or prior to the maturity thereof, there shall have
been deposited with a depositary in trust money (or evidence of Debt if
permitted by the instrument creating such Debt) in the necessary amount to pay,
redeem or satisfy such Debt as it becomes due, and the amount so deposited
shall not be included in any computation of the assets of such Person.


 


“Default” has the meaning specified in Section 602.


 


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


 


“Depositary” means, with respect to the Securities of
any series issuable or issued in whole or in part in the form of one or more
Global Securities, the 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 Securities of any such series shall mean the
Depositary with respect to the Securities of that series.


 


“defeasance” and “covenant
defeasance” have the respective meanings specified in Sections 1302 and
1303.


 


“Determination Date” has the meaning specified
in Section 1405.


 


“ECU”
means the European Currency Unit as defined and revised from time to time by
the Council of the European Communities.


 


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


 


“Existing Debt” means all Debt outstanding on the
date of issuance of a particular series of Securities.


 


“Global Security” means a Security bearing the
legend prescribed in Section 203 evidencing all or part of a series of
Securities, issued to the Depositary for such series or its nominee, and
registered in the name of such Depositary or nominee.


 


5

















 


“Government Obligations” has the meaning
specified in Section 1304.


 


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


 


“Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, including, for all purposes of this instrument, and any such
supplemental indenture, the mandatory provisions of the Trust Indenture Act
that are deemed to be a part of and govern this instrument and any such
supplemental indenture, respectively. 
The term “Indenture” shall also include the terms of particular series
of Securities established as contemplated in Section 301.


 


“Interest” means, when used with respect to a
non-interest bearing Security, interest payable after the principal thereof has
become due and payable whether at Maturity, by declaration of acceleration, by
call for redemption, pursuant to a sinking fund or otherwise, and, when used
with respect to an Original Issue Discount Security which by its terms bears
interest only after Maturity, interest payable after Maturity.


 


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


 


“Lien”
has the meaning specified in Section 1004.


 


“Mandatory sinking fund payment” has
the meaning specified in Section 1201.


 


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


 


“NASDAQ” means National Association of Securities Dealers
Automated Quotations National Market System.


 


“NYSE”
means the New York Stock Exchange, Inc.


 


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


 


6

















 


Each such Officers’ Certificate shall include the statements required
by Section 102 hereunder.


 


“Opinion of Counsel” means a written opinion of
counsel, who may be an employee of or counsel for the Company.


 


“Optional sinking fund payment” has
the meaning specified in Section 1201.


 


“Original Issue Date” of any Security (or
portion thereof) means the earlier of (a) the date of such Security or (b) the
date of any Security (or portion thereof) for which such Security was issued
(directly or indirectly) on registration of transfer, exchange or substitution.


 


“Original Issue Discount Security”
means any 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 Securities,
means, except as otherwise required by the Trust Indenture Act as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:


 


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


 


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


 


(c)  Securities which have been paid pursuant to
Section 306 or in exchange for or in lieu of which other Securities have
been authenticated and delivered pursuant to this Indenture, other than any
such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the Company;
and


 


(d)  Securities which have been converted into
Capital Stock in accordance with Article Fourteen hereof, if the terms of
such Securities provide for convertibility pursuant to Section 301.


 


7

















 


provided, however,
that in determining whether the Holders of the requisite principal amount of
the Outstanding Securities of any series have taken any action (including the
making of any request, demand, authorization or direction), the giving of any
notice, consent or waiver (or the taking of any other action) hereunder and in
determining voting rights of any Holder of a Security hereunder (i) the
principal amount of Original Issue Discount Securities that shall be deemed to
be Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the Maturity thereof pursuant to
Section 502 and (ii) the principal amount of any Security, the principal
amount of which is denominated in a Specified Currency, shall be deemed to be
that amount as determined in accordance with Section 311 (or, in the case
of any Original Issue Discount Security, the amount determined in accordance
with clause (i) above as well as Section 311), and (iii) Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which the Trustee knows to be so owned shall be so
disregarded.  Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or any such
other obligor.  In case of a dispute as
to such right, the advice of counsel shall be full protection in respect of any
decision made by the Trustee in accordance with such advice.


 


“Overdue Rate” means, unless otherwise specified in
the Securities of any series, the same rate as the rate of interest specified
in the Securities of such series or, in the case of a series of Original Issue
Discount Securities, the Yield to Maturity of such series of Securities.


 


“Paying Agent” means any Person authorized by the
Company to pay the principal of or any premium or interest on any Securities on
behalf of the Company.


 


“Permitted Secured Debt” means all Debt (i)
permitted under Section 1004 and (ii) to which Section 1004 is
expressly inapplicable.


 


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


 


“Predecessor Security” of any particular
Security means every previous Security evidencing all or a portion of the same
debt as that evidenced by such particular Security; and, for the purposes of
this definition, any Security authenticated and delivered under
Section 306 in exchange for or in lieu of a


 


8

















 


mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.


 


“Principal Property” means any facility owned
by the Company or any subsidiary, in each case, the gross book value of which
on the date of determination exceeds 1% of Consolidated Net Tangible Assets.


 


“Project Debt” means Debt incurred to finance
cogeneration, waste-to-energy or other operating or construction projects, but
only to the extent that the Debt associated with any such transaction is
limited in recourse to the assets, contractual rights and revenues of the
particular project being financed.


 


“Record Date” for the interest payable on any
Interest Payment Date on the Securities of any series means the date specified
as such in the terms of the Securities of such series, or, if no such date is
so specified, if such Interest Payment Date is the first day of a calendar
month, the fifteenth day of the next preceding calendar month or, if such
Interest Payment Date is the fifteenth day of a calendar month, the last day of
the preceding calendar month, whether or not such Record Date is a Business Day.


 


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


 


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


 


“Redemption Rescission Event” means
the occurrence of (a) any general suspension of trading in, or limitation on
prices for, securities on the principal national securities exchange on which
shares of Capital Stock are registered and listed for trading (or, if shares of
Capital Stock are not registered and listed for trading on any such exchange,
in the over-the-counter market) for more than six-and-one-half (6-1/2)
consecutive trading hours, (b) any decline in either the Dow Jones Industrial
Average or the Standard & Poor’s Index of 400 Industrial Companies (or any
successor index published by Dow Jones & Company, Inc. or Standard &
Poor’s Corporation) by either (i) an amount in excess of 10%, measured from the
close of business on any Trading Day to the close of business on the next
succeeding Trading Day during the period commencing on the Trading Day
preceding the day notice of any redemption of Securities is given (or, if such
notice is given after the close of business on a Trading Day, commencing on the
Trading Day) and ending at the time and date fixed for redemption in such
notice or (ii) an amount in excess of 15% (or if the time and date fixed for
redemption is more than 15 days following the date on which such notice of
redemption is given, 20%), measured from the close of business on the Trading
Day preceding the day notice of such redemption is given (or, if such notice is
given after the close of business on a


 


9

















 


Trading Day, from such Trading Day) to the close of business on any
Trading Day at or prior to the time and date fixed for redemption, (c) a
declaration of a banking moratorium or any suspension of payments in respect of
banks by Federal or state authorities in the United States or (d) the
commencement of or a significant escalation in a war or armed hostilities or
other national or international calamity directly or indirectly involving the
United States which in the reasonable judgement of the Company could have a
material adverse effect on the market for the Capital Stock.


 


“Registered Holder” means the Holder of a
Registered Security.


 


“Registered Security” means any Security
issued under this Indenture which is registered as to principal and interest in
the Security Register.


 


“Rescission Date” has the meaning specified in
Section 1108.


 


“Responsible Officer”, when used with respect
to the Trustee, means any officer of the Trustee with direct responsibility for
the administration of this Indenture and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.


 


“Restricted Subsidiary” means any Subsidiary
of the Company which owns, directly or indirectly, a Principal Property and any
Subsidiary which, in the opinion of the Board of Directors or any duly
authorized committee thereof, is of material importance to the Company.


 


“Sale and leaseback transaction” has
the meaning specified in Section 1005.


 


“Secured Debt” means all Debt that is secured by a
Lien.


 


“Securities” has the meaning stated in the first
recital of this Indenture and more particularly means any Bearer Security,
including any Coupon appertaining thereto, or any Registered Security
authenticated and delivered under this Indenture.


 


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


 


“Senior Debt” means the principal, premium, if any,
unpaid interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not a claim for post-filing interest is allowed in such proceeding), fees,
charges, expenses, reimbursement and indemnification obligations, and all other
amounts payable under or in respect of Debt of the Company, whether any such
Debt exists as of the date of the Indenture


 


10

















 


or is created, incurred, assumed or guaranteed after such date, other
than (i) Debt that by its terms or by operation of law is subordinated to or on
a parity with the Securities and (ii) Debt owed to a subsidiary or partnership
of the Company.


 


“Special Record Date” has the meaning specified
in Section 307.


 


“Specified Currency” means a currency other
than United States dollars or units of currencies or a composite currency.


 


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


 


“Subsidiary” means a Corporation of which securities
having ordinary voting power, in the absence of contingencies, to elect at
least a majority of directors, are owned directly or indirectly by the Company.


 


“Surrendered Securities” has the meaning
specified in Section 1403.


 


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


 


“Trust Indenture Act” (except as otherwise
provided in Section 905) means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended
after such date, “Trust Indenture Act” means, to the extent required by any
such amendment, the Trust Indenture Act of 1939 as so amended.


 


“Trustee” means the Person named as the “Trustee” in the
first paragraph of this Indenture 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 Securities of any series shall mean the Trustee with respect to
Securities of that series.


 


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


 


11

















 


“Working Debt” means Debt incurred by Subsidiaries
of the Company organized outside the United States for (i) working capital in
the ordinary course of business that is repayable within three years or (ii)
hedging currency risk relating to contracts with customers for the delivery of
products and services with proceeds segregated and identified and limited to
investments and uses designed to accomplish such purpose.


 


“Yield to Maturity” means, in the case of any
Original Issue Discount Security, the yield to maturity specified in such
Security or in a Board Resolution relating thereto.


 


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 such certificates and
opinions as may be required under the Trust Indenture Act.  Each such certificate or opinion shall be
given in the form of an Officers’ Certificate, if to be given by any officer of
the Company, or Opinion of Counsel, if to be given by counsel, and shall comply
with the requirements of the Trust Indenture Act and any other requirements set
forth in this Indenture.


 


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


 


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


 


(4)  a statement as to whether, 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


 


12

















 


certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give
an opinion as to such matters in one or several documents.


 


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


 


Any certificate or opinion of any independent
firm of public accountants filed with the Trustee shall contain a statement
that such firm is independent.


 


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


 


Section 104.           Acts of
Holders; Record Dates.


 


(a)  Whenever in this Indenture it is provided
that the Holders of a specified percentage in aggregate principal amount of the
Securities of any series may take any action (including the making of any
demand or request, the giving of any notice, consent or waiver or the taking of
any other action), the fact that at the time of taking any such action the
Holders of such specified percentage have joined therein may be evidenced (1)
by any instrument or any number of instruments of similar tenor executed by
such Holders in person or by agent or proxy appointed in writing, or (2) by the
record of such Holders of Securities voting in favor thereof at any meeting of
such Holders duly called and held, or (3) by a combination of such instrument
or instruments and any such record of such a meeting of such Holders; and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments and/or such record are delivered
to the Trustee.  Proof of execution of
any instrument or of a writing appointing any such agent or proxy shall be
sufficient for any purpose of this Indenture and (subject to the requirements
of the Trust Indenture Act and Section 601) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this
Section 104.


 


13

















 


Without
limiting the generality of the foregoing, a Holder, including a Depositary that
is a Holder of a Global Security, may make, give or take, by a proxy or
proxies, duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted in
this Indenture to be made, given or taken by Holders, and a Depositary that is
a Holder of a Global Security may provide its proxy or proxies to the
beneficial owners of interest in any such Global Security.


 


(b)  Subject to the requirements of the Trust
Indenture Act and Sections 601 and 603, proof of the execution of any
instrument by a Holder or his agent or proxy shall be sufficient if made in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee.


 


(c)  If the Company shall solicit from the
Registered Holders any demand, request, notice, consent, waiver or the taking
of any other action, the Company may, at its option, by a Board Resolution, fix
in advance a record date for the determination of Registered Holders entitled
to give such demand, request, notice, consent or waiver or to take such other
action, but the Company shall have no obligation to do so.  If such a record date is fixed, such demand,
request, notice, consent, waiver or other action may be given before or after
the record date, but only the Registered Holders of record at the close of
business on the record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite percentage of Securities
Outstanding have authorized or agreed or consented to such demand, request,
notice, consent, waiver or taking of any other action, and for that purpose the
Securities Outstanding shall be computed as of the record date; provided,
however, that no such demand, request, notice, consent, waiver or taking
of any other action by the Holders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the Record Date.


 


(d)  The ownership of Registered Securities shall
be proved by the Security Register or by a certificate of the Person designated
by the Company to keep the Security Register and to act as repository in
accordance with the provisions of Section 305.


 


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


 


(f)  At any time prior to (but not after) the
evidencing to the Trustee of the taking of any action by the Holders of the
percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this


 


14

















 


Indenture in connection with such action, any Holder of a Security the
serial number or other distinguishing symbol of which is shown by the evidence
to be included among the serial numbers or other distinguishing symbols of the
Securities the Holders of which have consented to such action may, by filing
written notice at the Corporate Trust Office and upon proof of holding as
provided in this Article, revoke such action so far as concerns such Security.


 


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


 


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


 


(1)  the Trustee by any Holder
or by the Company shall be sufficient for every purpose hereunder if made,
given, furnished or filed in writing to or with the Trustee at its Corporate
Trust Office, Attention:  Corporate
Trust Department, 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 it 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.


 


Where this Indenture provides for notice to
Holders of any event, (i) if any of the Securities affected by such event are
Registered Securities, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date (if any), and
not earlier than the earliest date (if any) prescribed for the giving of such
notice, and, (ii) if any of the Securities affected by such event are Bearer
Securities, notice to the Holders thereof shall be sufficiently given (unless
otherwise herein or in the terms of such Bearer Securities expressly provided)
if published once in an Authorized Newspaper in New York, New York, and in such
other city or cities, if any, as may be specified as contemplated in
Section 301.


 


In any case where notice to Holders is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders.  In any
case where notice is given to Holders by publication, neither the failure to
publish such notice, nor any defect in any notice so published, shall affect
the sufficiency of such notice with respect to other Holders.


 


15

















 


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.  Notwithstanding anything
to the contrary elsewhere in this Indenture as to the giving of notice, any
other form of written notice is sufficient, if received.


 


In case by reason of the suspension of
regular mail service or by reason of any other cause it shall be impracticable
to give any notice by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder.  If it is impossible
or, in the opinion of the Trustee, impracticable to give any notice by
publication in the manner herein required, then such publication in lieu
thereof as shall be made with the approval of the Trustee shall constitute a
sufficient publication of such notice.


 


Any request, demand, authorization,
direction, notice, consent or waiver 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.           Shareholders, Officers and Directors of Company

Exempt from Individual Liability.


 


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


 


Section 108.           Conflict
with Trust Indenture Act.


 


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


 


16

















 


Section 109.           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 110.           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 111.           Separability Clause.


 


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


 


Section 112.           Benefits of Indenture.


 


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


 


Section 113.           Governing Law.


 


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


 


Section 114.           Legal Holidays.


 


In any case
where any Interest Payment Date, Redemption Date, Stated Maturity or Maturity
of any Security shall not be a Business Day at the place of payment, then
(notwithstanding any other provision on this Indenture or of the Securities
(other than a provision of the Securities of any series which specifically
states that such provision shall apply in lieu of this Section)) payment of
interest or principal (and premium, if any) need not be made on such date, but
may be made on the next succeeding Business Day in such place with the same
force and effect as if made on such Interest Payment Date or Redemption Date or
at the Stated Maturity or Maturity, provided, however, that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date, Stated Maturity or Maturity, as the case may be.


 


17

















 


Section 115.           Counterparts.


 


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


 


 


ARTICLE TWO


 


Security Forms


 


Section 201.           Forms
Generally.


 


The Securities of each series and any Coupons
to be attached thereto shall be substantially in such form as shall be
established by 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 imprinted or otherwise reproduced thereon such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with any applicable law, rule or
regulation or with the rules of any securities exchange or as may, consistent
with the provisions of this Indenture, be determined by the officers executing
such Securities, as evidenced by their execution of the Securities.  Temporary Securities of any series may be
issued as permitted by Section 304. 
If the form of Securities or Coupons of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
any such action taken pursuant thereto, including a copy of the approved form
of Securities or Coupons, 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 in Section 303 for the
authentication and delivery of such Securities.  Any portion of the text of any Security may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the
Security.


 


Unless otherwise specified as contemplated in
Section 301, Bearer Securities shall have Coupons attached.


 


The definitive Securities and Coupons 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
Securities, as evidenced by their execution of such Securities and Coupons.


 


Section 202.           Form of
Trustee’s Certificate

of Authentication.


 


18

















 


 


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


 


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


 


	
   

  	
   

  	
  ,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  	
   

  
					



 


Section 203.           Additional Provisions Required in Global


Security.


 


Any Global
Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:


 


“This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof.  This Security may not
be transferred to, or registered or exchanged for Securities registered in the
name of, any Person other than the Depositary or a nominee thereof and no such
transfer may be registered, except in the limited circumstances described in
the Indenture.  Every Security
authenticated and delivered upon registration or transfer of, or in exchange
for or in lieu of, this Security shall be a Global Security subject to the
foregoing, except in such limited circumstances.”


 


ARTICLE THREE


 


The Securities


 


Section 301.           Amount
Unlimited; Issuable in Series.


 


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


 


The Securities may be issued from time to
time in one or more series.  There shall
be established in or pursuant to a Board Resolution, a copy of which, certified
by the Secretary or an assistant or attesting Secretary of the Company, shall
be delivered to the Trustee, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of a particular
series, the following:


 


19

















 


(1)           the specific
designation of the Securities of the series;


 


(2)           the denominations in
which Securities of the series are authorized to be issued;


 


(3)           the aggregate principal
amount of Securities of the series;


 


(4)           the date or dates on
which the principal Securities of the series will mature or the method of
determining such date or dates;


 


(5)           the price or prices
(expressed as a percentage of the aggregate principal amount thereof) at which
Securities of the series will be issued;


 


(6)           the rate or rates
(which may be fixed or variable) at which Securities of the series will bear
interest, if any, or the method of calculating such rate or rates;


 


(7)           the times and places
where principal of, premium, if any, and interest, if any, on Securities of the
series will be payable;


 


(8)           the date, if any, after
which Securities of the series may be redeemed and the redemption prices;


 


(9)           the date or dates on
which interest, if any, will be payable and the record date or dates therefor
or the method by which such date or dates will be determined;


 


(10)         the period or periods
within which, the price or prices at which, the currency or currencies
(including currency units) in which, and the terms and conditions upon which,
Securities of the series may be redeemed, in whole or in part, at the option of
the Company;


 


(11)         the obligation, if any,
of the Company to redeem or purchase Securities of the series pursuant to any
sinking fund or analogous provisions, upon the happening of a specified event
or at the option of a holder thereof and the period or periods within which,
the price or prices at which and the terms and conditions upon which Securities
of the series shall be redeemed or purchased, in whole or in part, pursuant to
such obligations;


 


(12)         the terms and conditions,
if any, pursuant to which Securities of the series are convertible or
exchangeable into Capital Stock or other debt securities, including the
conversion or exchange


 


20

















 


price, the conversion or exchange period and
other conversion or exchange provisions;


 


(13)         the currency or currency
units for which Securities of the series may be purchased or in which
Securities of the series may be denominated and/or the currency or currency
units in which principal of, premium, if any, and/or interest, if any, on
Securities of the series will be payable and whether the Company or the holders
of any Securities of the series may elect to receive payments in respect of
Securities of the series in a currency or currency units other than that in
which Securities of the series are stated to be payable;


 


(14)         any index or formula used
to determine the amount of payments of principal of and premium, if any, and
interest;


 


(15)         if other than the
principal amount thereof, the portion of the principal amount of such Debt
Securities that will be payable upon declaration of the acceleration of the
maturity thereof or the method by which such portion shall be determined;


 


(16)         the person to whom any
interest on any Security of the series shall be payable if other than the
person in whose name the Security of the series is registered on the applicable
record date;


 


(17)         any addition to, or
modification or deletion of, any Event of Default or any covenant of the Company
specified in the Indenture with respect to Securities of the series;


 


(18)         the application, if any,
of such means of defeasance or covenant defeasance as may be specified for
Securities of the series;


 


(19)         whether Securities of the
series are to be issued in whole or in part in the form of one or more
temporary or permanent global securities and, if so, the identity of the
depositary for such Global Security or securities; and


 


(20)         any other terms
pertaining to Securities of the series not inconsistent with the provisions of
this Indenture.


 


All Securities of any one series shall be
substantially identical except as to denomination, interest rate and maturity
and except as may otherwise be provided in or pursuant to such Board Resolution
or in any such indenture supplemental hereto. 
The applicable Board Resolution or the applicable


 


21

















 


supplemental indenture may provide that Securities of any particular
series may be issued at various times, with different Maturities and redemption
and repayment provisions (if any) and bearing interest at different rates, but
shall for all purposes under this Indenture, including, but not limited to,
voting and Events of Default, be treated as Securities of a single series.


 


Section 302.           Denominations.


 


In the
absence of any specification as contemplated in Section 301 with respect
to the Securities of any series, any Securities of a series shall be issuable
in denominations of U.S. $1,000 (or, if such Securities are denominated in a
currency other than United States dollars or in a composite currency, 1,000
units of such other currency or composite currency) and any integral multiple
thereof.  The Securities of each series
shall be numbered, lettered or otherwise distinguished in such manner or in
accordance with such plan as the officers of the Company who execute such
Securities may determine with the approval of the Trustee as evidenced by the
execution and authentication thereof.


 


Section 303.           Execution,
Authentication, Delivery

and Dating of Securities.


 


The Securities shall be signed on behalf of
the Company by its Chairman of the Board of Directors, its Vice Chairman of the
Board of Directors, its President or any of its Vice Presidents, under its
corporate seal which may, but need not, be attested by its Secretary or any of
its Assistant Secretaries.  Such
signatures may be the manual or facsimile signatures of the present or any
future such officers.  The seal of the
Company may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced on the Securities.  Typographical and other minor errors or
defects in any such reproduction of the seal or any such signature shall not
affect the validity or enforceability of any Security that has been duly
authenticated and delivered by the Trustee.


 


In case any officer of the Company who shall
have signed any of the Securities shall cease to be such officer before the
Security so signed shall be authenticated and delivered by the Trustee or
disposed of by the Company,  such
Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be such officer of
the Company; and any Security may be signed on behalf of the Company by such
persons as, at the actual date of the execution of such Security, shall be the
proper officers of the Company, although at the date of the execution and
delivery of this Indenture any such person was not such an officer.


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Securities,
and the Trustee, in accordance with


 


22

















 


the Company Order, shall thereupon authenticate and deliver such
Securities without any further action by the Company.  In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities the
Trustee shall be entitled to receive, and (subject to the requirements of the
Trust Indenture Act) shall be fully protected in relying upon:


 


(1) a copy of any Board Resolution or Board
Resolutions relating to such series;


 


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


 


(3) an
Officers’ Certificate setting forth the form and terms of the Securities as
required pursuant to Sections 201 and 301, respectively, and prepared in
accordance with the requirements of the Trust Indenture Act and
Section 103; or


 


(4) an Opinion
of Counsel, prepared in accordance with the requirements of the Trust Indenture
Act and Section 103, which shall state that:


 


(a)  if the form of such Securities has been
established by or pursuant to a Board Resolution as permitted by
Section 201, such form has been established in conformity with the
provisions of this Indenture;


 


(b)  the terms of such Securities have been established
by or pursuant to a Board Resolution as permitted by Section 301 in
conformity with the provisions of this Indenture; and


 


(c)  such Securities, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
binding obligations of the Company, enforceable in accordance with their terms,
subject to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting the enforcement of creditors’ rights
generally, laws relating to charges on loans or forbearance of money interest
in excess of a maximum legal rate, and to general principles of equity.


 


The Trustee shall have the right to decline
to authenticate and deliver any Securities under this Section if the
Trustee, being advised by counsel, determines that such action may not lawfully
be taken by the Company or if the Trustee in good faith by its board of
directors or board of trustees, executive committee or a trust committee of
directors or trustees or Responsible Officers shall determine that such action
would expose the Trustee to personal liability to existing


 


23

















 


Holders or would adversely affect the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


 


The Trustee shall not be required to
authenticate Securities denominated in a coin or currency other than that of
the United States of America if the Trustee reasonably determines that such
Securities impose duties or obligations on the Trustee which the Trustee is not
able or reasonably willing to accept; provided, however, that the
Trustee, upon the request of the Company, will resign as Trustee with respect
to Securities of any series as to which such a determination is made, prior to
the issuance of such Securities, and will comply with the request of the
Company to execute and deliver a supplemental indenture appointing a successor
Trustee pursuant to Section 901.


 


Notwithstanding the provisions of
Section 301 and this Section 303, if all Securities of a series are
not to be originally issued at one time, it shall not be necessary to deliver
the Officers’ Certificate, Opinion of Counsel and Company Order otherwise required
pursuant to this Section 303 at or prior to the time of authentication of
each Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to
be issued.


 


Each Security shall be dated the date of its
authentication, shall bear interest, if any, from the date, and shall be
payable on the dates, in each case, which shall be specified as contemplated in
Section 301.


 


Only such Securities as shall bear thereon a
certificate of authentication substantially in the form hereinbefore recited,
executed by the Trustee by the manual signature of one of its authorized
signatories, shall be entitled to the benefits of this Indenture or be valid or
obligatory for any purpose.  Such
certificate by the Trustee upon any Security executed by the Company shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture. 
Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.


 


Section 304.           Temporary
Securities.


 


Pending the preparation of definitive Securities
for any series, the Company may execute, and upon a Company Order the Trustee
shall authenticate and deliver, temporary Securities for such series printed,
lithographed, typewritten or otherwise produced.  Temporary Securities of any series shall be issuable, with or
without Coupons, in any authorized denomination, and substantially of the tenor


 


24

















 


or form of the definitive Securities of such series in lieu of which
they are issued but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the
Company.  Temporary Securities may
contain such reference to any provisions of this Indenture as may be
appropriate.  Every temporary Security
shall be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities in lieu of which they are issued. 
Without unreasonable delay, the Company shall execute and shall furnish
definitive Securities of such series and thereupon temporary Securities of such
series may be surrendered (together with any unmatured Coupons) in exchange
therefor without charge at each office or agency to be maintained by the
Company for that purpose pursuant to Section 1002, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities of such
series a like aggregate principal amount of definitive Securities of the same
series of authorized denominations having the same interest rate, Maturity and
redemption and repayment provisions and bearing interest from the same date as
such temporary Securities; provided, however, that no definitive
Bearer Security shall be delivered in exchange for a temporary Registered
Security; and provided  further that no definitive Bearer Security
shall be delivered in exchange for a temporary Bearer Security unless the
Trustee shall have received from the Person entitled to receive the definitive
Bearer Security a certificate substantially in the form approved in the Board
Resolutions relating thereto and such delivery shall occur only outside the
United States of America.  Until so
exchanged, the temporary Securities of any series shall be entitled to the same
benefits under this Indenture as definitive Securities of the same series
authenticated and delivered hereunder.


 


Section 305.           Registration,
Registration of Transfer and Exchange.


 


The Company will keep, either at the office
or agency designated and maintained by the Company for such purpose in the
Borough of Manhattan, The City of New York, in accordance with the provisions
of Section 1002, or at any of such other offices or agencies as may be
designated and maintained in accordance with the provisions of
Section 1002, or at any of such other offices or agencies as may be
designated and maintained in accordance with provisions of Section 1002, a
register or registers in which, subject to such reasonable regulations as it
may prescribe, it will register, and will register the transfer of, Registered
Securities of a series.  Each such
register is sometimes herein referred to as a “Security Register”.  Each Security Register shall be in written
form in the English language or in any other form capable of being converted
into such form within a reasonable time. 
At all normal business hours such Security Register shall be open for
inspection by the Trustee and any Security Registrar other than the Trustee.


 


Upon surrender for registration of transfer
of any Security of any series at any such office or agency to be maintained for
the purpose as provided in Section 1002, 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
and of like tenor in any authorized


 


25

















 


denomination for a like aggregate principal amount and having the same
interest rate, Maturity, repayment and redemption provisions.


 


Bearer Securities (except for any temporary
global Bearer Securities) or any Coupons appertaining thereto (except for
Coupons attached to any temporary global Bearer Security) shall be transferable
by delivery.


 


At the option of the Holder, Registered
Securities of any series may be exchanged for other Registered Securities of
the same series and of like tenor in other authorized denominations, in an
equal aggregate principal amount and having the same interest rate, Maturity,
repayment and redemption provisions. 
Registered Securities of any series to be exchanged shall be surrendered
at any office or agency to be maintained by the Company for the purpose as
provided in Section 1002, and the Company shall execute, and the Trustee
shall authenticate and deliver, in exchange therefor the Registered Securities
of the same series and having the same interest rate and Maturity which the
Holder making the exchange shall be entitled to receive, bearing numbers or
other distinguishing symbols not contemporaneously outstanding.  Each Person designated by the Company
pursuant to the provisions of Section 1002 as a Person authorized to
register and register transfer of the Registered Security is sometimes herein
referred to as a “Security Registrar”.


 


Unless otherwise specified as contemplated in
Section 301, at the option of the Holder, Bearer Securities of such series
may be exchanged for Registered Securities (if the Securities of such series
are issuable in registered form) or Bearer Securities (if Bearer Securities of
such series are issuable in more than one denomination and such exchanges are
permitted by such series) of the same series, of any authorized denominations
and of like tenor 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. 
If the Holder of a Bearer Security is unable to produce any such
unmatured Coupon or matured Coupon 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 the surrender of such missing Coupon may be waived by the Company
and the Trustee if there is 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 of America.  Notwithstanding the foregoing, in case any
Bearer Security of any series is surrendered at any such office or agency in
exchange for a Registered Security of the same series after the close of
business at such office or agency on (i) any 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


 


26

















 


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 (or, if such Coupon is so surrendered with such
Bearer Security, such Coupon shall be returned to the Person so surrendering
the Bearer Security), and interest or Defaulted Interest, as the case may be,
will not be payable on such Interest Payment Date or proposed date of payment,
as the case may be, 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.


 


The Company will at all times designate one
Person (who may be the Company and who need not be a Security Registrar) to act
as repository of a master list of names and addresses of the Holders of the
Registered Securities.  The Corporate
Trust Office of the Trustee shall act as such repository unless and until some
other Person is, by written notice from the Company to such office or agency
and each Security Registrar, designated by the Company to act as such.  The Company shall cause each Security
Registrar to furnish to such repository, on a current basis, such information
as to all registrations of transfer and exchanges effected by such Security
Registrar, as may be necessary to enable such repository to maintain the master
list of Registered Holders on as current a basis as is practicable.


 


No Person shall at any time be designated as
or act as a Security Registrar unless such Person is at such time empowered
under applicable law to act as such and duly registered to act as such under
and to the extent required by applicable law and regulations.


 


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


 


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 exchange or registration of transfer of Securities, other
than exchanges pursuant to Section 304, 906 or 1107 not involving any
registration of transfer.  No service
charge shall be made for any such transaction.


 


The Company shall not be required (1) to
exchange or register a transfer of any Securities of any series for a period of
15 days next preceding the selection of Securities of that series to be
redeemed, (2) to exchange or register a transfer of any Registered Securities
selected, called or being called for redemption or surrendered for repayment in
whole or in part except, in the case of any Security to be redeemed or repaid
in part, the portion thereof not so to be redeemed or


 


27

















 


repaid, or (3) to exchange any Bearer Security so selected for
redemption, except that such a Bearer Security may be exchanged for a
Registered Security of that series and like tenor; provided, however,
that such Registered Security shall be simultaneously surrendered for
redemption.


 


Notwithstanding the foregoing and except as
otherwise specified or contemplated in Section 301, no Global Security
shall be exchangeable pursuant to this Section 305 or Sections 304, 906,
and 1107 for the Securities of, and no transfer of a Global Security of any
series may be registered to, any Person other than the Depositary for such
Security or its nominee unless (1) such Depositary (A) notifies the Company
that it is unwilling or unable to continue as Depositary for such Global Security
or (B) ceases to be a clearing agency registered under the Securities Exchange
Act of 1934, as amended, (2) the Company executes and delivers to the Trustee a
Company Order that such Global Security shall be so exchangeable and the
transfer thereof so registerable, or (3) there shall have occurred and be
continuing an Event of Default, or an event which after notice or lapse of time
would be an Event of Default, with respect to the Securities evidenced by such
Global Security.  Upon the occurrence in
respect of any Global Security of any series of any one or more of the
conditions specified in clauses (1), (2) or (3) of the preceding sentence or
such other conditions as may be specified as contemplated in Section 301
for such series, such that the Securities of such series may be exchanged for
Bearer Securities, such Global Security may be exchanged for Registered
Securities in the names of, and the transfer of such Global Security may be
registered to, such Persons (including Persons other than the Depositary with
respect to such series and its nominees), as such Depositary shall direct.  Notwithstanding any other provision of this
Indenture, any Security authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, any Global Security shall also
be a Global Security and shall bear the legend specified in Section 203
except for any Security authenticated and delivered in exchange for, or upon
registration of transfer of, a Global Security pursuant to the preceding sentence.


 


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


 


In case any temporary or definitive Security
or Coupon shall become mutilated or defaced or be destroyed, lost or stolen, in
the absence of notice to the Company or the Trustee that such Security or
Coupon has been acquired by a bona fide purchaser, the Company may in its
discretion execute, and the Trustee shall authenticate and deliver, a new
Registered Security, if such surrendered Security was a Registered Security, or
a new Bearer Security with Coupons corresponding to the Coupons appertaining to
the surrendered Security, if such surrendered Security was a Bearer Security,
which shall be of the same series and of like tenor and aggregate principal
amount, bearing a number or other distinguishing symbol not contemporaneously
Outstanding, in exchange and substitution for the mutilated or defaced
Security, or in lieu of and substitution for the Security so destroyed, lost or
stolen.  In every case the applicant for
a substitute Security shall furnish to the


 


28

















 


Company and to the Trustee (and any agent of the Company or Trustee, if
requested by the Company) such security or indemnity as may be required by them
to indemnify and defend and to save each of them harmless and, in every case of
destruction, loss or theft, evidence to their satisfaction of the destruction,
loss or theft of such Security, or of such Coupon appurtenant thereto, and of
the ownership thereof.


 


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


 


In case any Security that has matured or is
about to mature or has been called for redemption in full shall become
mutilated or defaced or be destroyed, lost or stolen, the Company in its
discretion may instead of issuing a substitute Security pay or authorize the
payment of the same (without surrender thereof except in the case of a
mutilated or defaced Security), if the applicant for such payment shall furnish
to the Company and to the Trustee (and any agent of the Company or Trustee, if
requested by the Company) such security or indemnity as any of them may require
to indemnify and defend and to save each of them harmless, and, in every case
of destruction, loss or theft, evidence to their satisfaction of the
destruction, loss or theft of such Security and of the ownership thereof.


 


Every substituted Security (and every
appurtenant Coupon, if any) of any series issued pursuant to the provisions of
this Section by virtue of the fact that any such Security is destroyed,
lost or stolen shall constitute an additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any
time enforceable by anyone and shall be entitled to all the benefits of (but
shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series
duly authenticated and delivered hereunder. 
All Securities shall be held and owned upon the express condition that,
to the extent permitted by law, the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, defaced, destroyed, lost or
stolen Securities and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.


 


Section 307.           Payment of
Interest; Interest

Rights Preserved.


 


Except as otherwise specified for a
particular series pursuant to Section 301, 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


 


29

















 


registered in the Security Register at the close of business on the
Record Date for such interest either (i) by check mailed to the address of such
Person as referenced in the Security Register or (ii) by wire transfer to an
account designated by such Person pursuant to an arrangement that is
satisfactory to the Company and the Trustee. 
Unless otherwise provided pursuant to Section 301, the Company
shall pay to the Trustee or the Paying Agent the aggregate amount of interest
in immediately available funds by 10:00A.M. New York City time on the Interest
Payment Date.  The Trustee shall not be
held responsible or liable for any loss resulting from a failure of the federal
funds wire system or any other occurrence beyond its control in connection with
wire transfers made pursuant to this Section 307.


 


Except as otherwise specified for a
particular series pursuant to Section 301, (i) interest on any Bearer
Securities shall be paid only against presentation and surrender of the Coupons
for such interest installments as are evidenced thereby as they mature and (ii)
the accredited amount, if any, with respect to Bearer Securities which
constitute Original Issue Discount Securities shall be paid only against presentation
and surrender of such Securities; in either case at the office of a Paying
Agent located outside the United States of America, unless the Company shall
have otherwise instructed the Trustee in writing, provided that the Company
furnishes the Trustee with an Opinion of Counsel stating that any such
instruction for payment in the United States of America does not cause any
Bearer Security to be treated as a “registration-required obligation” under
United States laws and regulations.  The
interest on any temporary Bearer Security shall be paid, as to any installment
of interest evidenced by a Coupon attached thereto, only upon presentation and
surrender of such Coupon and, as to other installments of interest, only upon
presentation of such Security for notation thereon of the payment of such
interest.  If at the time a payment of
principal of or interest on a Bearer Security or Coupon shall become due, the
payment of the full amount so payable at the office or offices of all the
Paying Agents outside the United States is illegal or effectively precluded
because of the imposition of exchange controls or other similar restrictions on
the payment of such amount in United States dollars, then the Company may
instruct the Trustee in writing to make such payments at a Paying Agent located
in the United States of America, provided that the Company furnishes the
Trustee with an Opinion of Counsel stating that provision for such payment in
the United States of America would not cause such Bearer Security to be treated
as a “registration-required obligation” under United States laws and
regulations.


 


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 Holder on the relevant Record Date by
virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in clause (1) or (2) below:


 


(1) The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such


 


30

















 


series (or their respective Predecessor
Securities) are registered at the close of business on a special record date (“Special
Record Date”) for the payment of such Defaulted Interest which shall be
fixed in the following manner.  The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security 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 equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment.  The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Registered Securities of
such series at its 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 so mailed, 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).


 


(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 such 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 307, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.


 


Section 308.           Persons
Deemed Owners.


 


The Company, the Trustee and any agent of the
Company or the Trustee may deem and treat the Person in whose name any
Registered Security shall be registered in the Security Register for such
series as the absolute owner of such


 


31

















 


Registered Security (whether or not such Registered Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and,
subject to the provisions of this Indenture, any premium or interest on, such Registered
Security and for all other purposes; and neither the Company nor the Trustee
nor any agent of the Company or the Trustee shall be affected by any 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.


 


All payments so made to any such Person or
bearer, or upon his order, shall be valid and, to the extent of the sum or sums
so paid, effectual to satisfy and discharge the liability for moneys payable
upon any such Security.


 


Section 309.           Cancellation.


 


All Securities and Coupons surrendered for
the purpose of payment, redemption, conversion, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or
analogous fund, if surrendered to the Company, any Security Registrar, any
Paying Agent or any other agent of the Company or any agent of the Trustee,
shall be delivered to the Trustee and promptly canceled by it or, if
surrendered to the Trustee, shall be promptly canceled by it; and no Securities
shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture.  The
Trustee shall destroy canceled Securities and Coupons held by it and, in the
case of canceled Securities, deliver a certificate of destruction to the
Company.  If the Company shall acquire
any of the Securities, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are delivered to the Trustee for cancellation.


 


Section 310.           Computation of Interest.


 


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


 


Section 311.           Securities
Denominated in Foreign Currencies.


 


For the purposes of calculating the principal
amount of Securities of any series denominated in a Specified Currency for any
purpose under this Indenture, the principal amount of such Securities at any
time Outstanding shall be


 


32

















 


deemed to be that amount of United States dollars that could be
obtained for such principal amount on the basis of a spot rate of exchange
specified to the Trustee by the Company in an Officers’ Certificate for such
Specified Currency into United States dollars as of the date of any such
calculation.


 


Section 312.           Compliance
with Certain Laws and Regulations.


 


If any Bearer Securities are to be issued in
any series of Securities, the Company will use reasonable efforts to provide
for arrangements and procedures designed pursuant to then applicable laws and
regulations, if any, to ensure that Bearer Securities are sold or resold,
exchanged, transferred and paid only in compliance with such laws and
regulations and without adverse consequences to the Company or the Trustee.


 


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 conversion
or registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when


 


(1) either


 


(A) all
Securities theretofore authenticated and delivered and all Coupons appertaining
thereto (other than (i) Securities and Coupons which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 306,
(ii) Securities and Coupons for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in
Section 1003, (iii) 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, and (iv) Coupons appertaining to Bearer Securities called for
redemption and maturing after the relevant Redemption Date, surrender of which
has been waived as provided in Section 1106) have been delivered to the
Trustee for cancellation; or


 


(B) all such
Securities, and, in the case of (i) and (ii) below, any Coupons appertaining
thereto, not theretofore delivered to the Trustee for cancellation


 


33

















 


(i)    have become due and payable,
or


 


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


 


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


 


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


 


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


 


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


 


Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee
under Section 607, the obligations of the Trustee to any Authenticating
Agent under Section 614 and, if money shall have been deposited with the
Trustee pursuant to subclause (B) of clause (1) of this Section 401, the
obligations of the Trustee under Sections 305, 306, 402 and 1002 and the last
paragraph of Section 1003 shall survive.


 


Section 402.           Application
of Trust Money.


 


Subject to provisions of the last paragraph
of Section 1003, all money deposited with the Trustee pursuant to
Section 401 shall be held in trust and applied by it, in accordance with
the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own Paying
Agent) or Depositary as the Trustee may determine, to the Holders of the
particular Securities of such series for the payment or redemption of which
such money has been deposited with the Trustee, of all sums due and to become
due thereon for principal and any premium and interest.


 


34

















 


ARTICLE FIVE


 


Remedies


 


Section 501.           Events of Default.


 


“Event of
Default”, with respect to Securities of a particular series wherever used
herein, means any one of the following events and such other events as may be
established with respect to the Securities of such series as contemplated in
Section 301, continued for the period of time, if any, and after the
giving of notice, if any, designated in this Indenture or as may be established
with respect to such Securities as contemplated in Section 301, as the
case may be, unless such event is either inapplicable or is specifically
deleted or modified in, or pursuant to, the applicable Board Resolution or in
the supplemental indenture under which such series of Securities is issued, as
the case may be, as contemplated in Section 301:


 


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


 


(2) default in the payment of any installment of interest, if any, upon
any of the Securities of such series as and when it shall become due and
payable, and continuance of such default for a period of 30 days; or


 


(3) default in the payment of any sinking fund payment, when and as due
and payable by the terms of the Securities of such series; or


 


(4) default in the performance, or breach, of any covenant of the
Company in this Indenture or the Securities of such series (other than a
covenant or agreement a default in the performance of which or a breach of
which is elsewhere in this Section 501 specifically dealt with or which
has expressly been included in this Indenture and designated as being solely
for the benefit of series of Securities 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 Securities of such series, a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default” hereunder; or


 


(5) default resulting in acceleration of or failure to pay at maturity
(i) other Debt of the Company or Debt that the Company has guaranteed where the
aggregate principal amount so accelerated exceeds $15 million or (ii) Debt of
any Subsidiary which the Company has directly assumed or on which the Company
has otherwise become directly liable as a result of the exercise


 


35

















 


of remedies
upon the occurrence of a default by such Subsidiary in the performance of its
obligations under any agreement guaranteed by the Company in a principal amount
of $15 million or more; without such involuntary acceleration having been
rescinded or annulled within a period of 30 days after there shall have 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 aggregate principal
amount of the Debt Securities of such series then Outstanding a written notice
specifying such default and requiring the Company to cause such acceleration to
be rescinded or annulled and stating that such notice is a “Notice of Default”
under this Indenture; provided, however, that, if such default shall be
remedied or cured by the Company or waived by the holders of such indebtedness
before any judgment or decree for the payment of money due shall have been
obtained or entered, then the Event of Default under this Indenture by reason
thereof shall be deemed likewise to have been thereupon remedied cured or
waived without any action on the part of the Trustee or any of the Holders; or


 


(6) a court having jurisdiction in the premises shall enter 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 now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee or sequestrator (or similar official)
of the Company or for all or substantially all of its property or ordering the
winding up or liquidation of its affairs, and such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days; or


 


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


 


(8) any other Event of Default provided with respect to Securities of
such series.


 


Section 502.           Acceleration of Maturity; Rescission 

and Annulment.


 


If an Event
of Default with respect to Securities of any series at the time Outstanding
occurs and is continuing, then, and in each and every such case, unless the
principal of all of the Securities of such series shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities of such series, by notice
in writing to


 


36

















 


the Company (and to the Trustee if given by
Holders), may declare the entire principal amount (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms of such series) of all of the
Securities of such series and any premium and interest accrued thereon to be
due and payable immediately, and upon any such declaration such principal
amount (or specified amount) and any premium and interest accrued thereon shall
become immediately due and payable.


 


The
foregoing provisions, however, are subject to the condition that if, at any
time after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series shall have been so declared due and
payable, and before any judgment or decree for the payment of money due shall
have been obtained or entered as hereinafter provided,


 


(1) the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay the premium and all matured installments of interest, if any,
upon all the Securities of such series and the principal of any and all
Securities of such series which shall have become due otherwise than by such
declaration of acceleration (with premium and interest upon such principal and,
to the extent that payment of such interest is enforceable under applicable
law, on overdue premium and installments of interest, if any, at the Overdue
Rate applicable to such series to the date of such payment or deposit), and all
amounts payable to the Trustee pursuant to Section 607, and


 


(2) all Events of Default under the Indenture with respect to such
series of Securities other than the nonpayment of the principal of such
Securities which shall have become due by such declaration of acceleration,
shall have been cured, waived or otherwise remedied as provided in
Section 513 or provision shall have been made therefor to the satisfaction
of the Trustee,


 


then and in every such case the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of such series, by
written notice to the Company and to the Trustee, may rescind and annul such
declaration and its consequences with respect to such series, but no such
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.


 


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


 


37

















 


thereon and all other amounts owing thereunder, shall constitute
payment in full of such Original Issue Discount Securities.


 


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 of the Securities of
any series as and when such interest becomes due and payable, and such default
continues for a period of 30 days, or


 


(2) default is
made in the payment of the principal of, and any premium on, any of the
Securities of any series as and when the same becomes due and payable, whether
upon Stated Maturity of the Securities of such series or upon redemption or by
declaration or otherwise, or


 


(3) default is
made in the making or satisfaction of any sinking fund payment or analogous
obligation when the same becomes due by the terms of the Securities of any
series,


 


then the Company will, upon demand of the Trustee, pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole
amount then due and payable on all Securities of such series for principal and
any premium and interest as the case may be (with interest to the date of such
payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue premium and
installments of interest, if any, at the Overdue Rate applicable to Securities
of such series); and in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, and any further
amounts payable to the Trustee pursuant to Section 607.


 


Until such demand is made by the Trustee, the
Company may pay the principal of and any premium and interest on the Securities
of any series to the registered Holders, whether or not the principal of and
any premium and interest on the Securities of such series be overdue.


 


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


 


38

















 


If an Event of Default with respect to
Securities of any Series has occurred, has not been waived and is continuing,
the Trustee may in its discretion proceed to protect and enforce the rights
vested in it by this Indenture by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any of such rights,
either at law or in equity or in bankruptcy or otherwise, whether for the
specific enforcement of any covenant contained in this Indenture or in aid of
the exercise of any power granted in this Indenture or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.


 


Section 504.           Trustee
May File Proofs of Claim.


 


In case there shall be pending proceedings
for the bankruptcy or for the reorganization of the Company or any other obligor
upon the Securities of any series under Title 11 of the United States Code or
any other similar applicable Federal or State law, or in case a receiver,
trustee in bankruptcy or similar official shall have been appointed for the
property of the Company or such other obligor, or in case of any other similar
judicial proceedings relative to the Company or other obligor upon the
Securities of any series, or to the creditors or property of the Company or
such other obligor, the Trustee, irrespective of whether the principal of any
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
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:


 


(1) to file
and prove a claim or claims for the whole amount of principal (or, if the
Securities of any series are Original Issue Discount Securities, such portion
of the principal amount as may be due and payable with respect to such series
pursuant to a declaration in accordance with Section 502) and any premium
and interest owing and unpaid in respect of the Securities of any series, and,
in case of any judicial proceedings, to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for any amounts payable to the
Trustee pursuant to Section 607) and of the Holders allowed in any
judicial proceedings relating to the Company or other obligor upon the
Securities of any series, or to the creditors or property of the Company or
such other obligor;


 


(2) unless
prohibited by applicable law and regulations, to vote on behalf of the Holders
of the Securities of any series in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or of a person performing similar functions in
comparable proceedings; and


 


(3) to collect
and receive any money or other property payable or deliverable on any such
claims, and to distribute all amounts received with


 


39

















 


respect to the claims of the Holders and of
the Trustee on their behalf (after deduction of costs and expenses of
collection, and any further amounts payable to the Trustee pursuant to
Section 607 and incurred by it); and any trustee in bankruptcy, receiver
or other similar official is hereby authorized by each of the Holders to make
payments to the Trustee and, in the event that the Trustee shall consent to the
making of payments directly to the Holders, to pay to the Trustee costs and
expenses of collection and any further amounts payable to the Trustee pursuant
to Section 607 and incurred by it.


 


No provision of this Indenture shall be
deemed to authorize the Trustee to authorize or consent to or vote for or
accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of any series
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, except, as
aforesaid, to vote for the election of a trustee in bankruptcy or similar
person.


 


Section 505.           Trustee
May Enforce Claims Without Possession of Securities.


 


All rights of action and claims under this
Indenture, or under the Securities of any series, may be prosecuted and
enforced by the Trustee without the possession of any of the Securities of such
series 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 Securities in respect of which such
judgment has been recovered.


 


Section 506.           Application of Moneys Collected by Trustee.


 


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 the case of
distribution of such money on account of principal or any premium or interest,
upon presentation of the Securities or Coupons in respect of which money has
been collected and stamping (or otherwise noting) thereon the payment, or
issuing Securities in reduced principal amounts in exchange for the presented
Securities of like series and tenor if only partially paid, or upon surrender
thereof if fully paid:


 


FIRST:  To the payment of costs
and expenses of collection, including all sums paid or advanced by the Trustee
hereunder and the reasonable compensation expenses and disbursements of the
Trustee, its agents and counsel and all other amounts due to the Trustee under
Section 607;


 


40

















 


SECOND:  In case the principal
of the Outstanding Securities in respect of which money has been collected
shall not have become and be then due and payable, to the payment of interest,
if any, on the Securities in default in the order of the Maturity of the
installments of such interest, with interest (to the extent that such interest
has been collected by the Trustee and to the extent permitted by applicable
law) upon the overdue installments of interest at the Overdue Rate applicable
to such Securities, such payments to be made ratably to the persons entitled
thereto, without discrimination or preference; provided, however,
that such payments shall be made subject to the provisions of
Article Fifteen hereunder, if applicable;


 


THIRD:  In case the principal of
the Outstanding Securities in respect of which money has been collected shall
have become and shall be then due and payable by declaration or otherwise, to
the payment of the whole amount then owing and unpaid upon such Securities for
principal and any premium and interest, with interest upon the overdue
principal, and (to the extent that such interest has been collected by the
Trustee and to the extent permitted by applicable law) upon overdue premium and
installments of interest, if any, at the Overdue Rate applicable to such
Securities; and in case such money shall be insufficient to pay in full the
whole amount so due and unpaid upon such Securities, then to the payment of
such principal and any premium and interest, without preference or priority of
principal over premium and interest, if any, or of interest, if any, over
principal and premium, if any, or of premium, if any, over principal and
interest, if any, or of any installment of interest, if any, over any other
installment of interest, if any, or of any Security over any other Security,
ratably to the aggregate of such principal and accrued and unpaid premium and
interest, if any; provided, however, that such payments shall be
made subject to the provisions of Article Fifteen hereunder, if
applicable; and


 


FOURTH:  To the payment of the
remainder, if any, to the Company.


 


Section 507.           Limitation
on Suits.


 


No Holder of any Security of any series shall
have any right by virtue or by availing of any provision of this Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or
otherwise upon or under or with respect to this Indenture, or for the
appointment of a trustee in bankruptcy, receiver or other similar official or
for any other remedy hereunder, unless


 


(1) such
Holder has previously given written notice to the Trustee of default with
respect to Securities of such series and of the continuance thereof, as
hereinbefore provided;


 


41

















 


(2) the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of such series shall have made written request to the Trustee to
institute such action, suit or proceedings in its own name as Trustee
hereunder;


 


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


 


(4) the
Trustee for 30 days after its receipt of such notice, request and offer of
indemnity has neglected or refused to institute any such action, suit or
proceeding; and


 


(5) no
direction inconsistent with such written request has been given to the Trustee
during such 30-day period pursuant to Section 512;


 


it being understood and intended, and being expressly covenanted by the
taker and Holder of every Security with every other taker and Holder and the
Trustee, that no one or more Holders of any Securities shall have any right in
any manner whatever by virtue or by availing of any provision of this Indenture
to affect, disturb or prejudice the rights of any other Holder of Securities,
or to obtain or to seek to obtain priority or preference over any other Holder
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all Holders of
Securities.  For the protection and enforcement
of the provisions of this Section, each Holder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.


 


Section 508.           Unconditional
Right of Holders to Receive

Principal, Premium and Interest.


 


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


 


Section 509.           Restoration
of Rights and Remedies.


 


In case the Trustee or any Holder shall have
proceeded to enforce any right under this Indenture and such proceedings shall
have been discontinued or abandoned for any reason, or shall have been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, the Trustee and the Holders shall be restored respectively to
their former positions and rights hereunder,


 


42

















 


and all rights, remedies and powers of the
Company, the Trustee and the Holders shall continue as though no such
proceedings had been taken.


 


Section 510.           Rights and Remedies
Cumulative.


 


Except as
provided in Section 507 and except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
in the last paragraph of 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 to exercise any right, power or remedy accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right,
power or remedy or shall be construed to be a waiver of any such Event of
Default or an acquiescence therein. 
Subject to Section 507, every power and remedy given by this
Indenture or by law to the Trustee or to the Holders of any or all series, as
the case may be, may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Holders of such series or all
series, as the case may be.


 


Section 512.           Control by
Holders.


 


The Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee by this Indenture with respect to Securities of
such series; provided, however, that


 


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


 


(2) the
Trustee (subject to the requirements of the Trust Indenture Act) shall have the
right to decline to follow any such direction if the Trustee, being advised by
counsel, shall determine that the action or proceeding so directed may not
lawfully be taken or if the Trustee shall determine that the action or
proceedings so directed would involve the Trustee in personal liability or be
unduly prejudicial to the Holders not joining therein, it being understood that
the Trustee shall have no duty to ascertain whether or not such action or
proceeding would be unduly prejudicial to such Holders.


 


43

















 


Nothing in this Indenture shall impair the
right of the Trustee in its discretion to take any action deemed proper by the
Trustee and which is not inconsistent with such direction or directions by
Holders.


 


Section 513.           Waiver of
Past Defaults.


 


Prior to the declaration of the acceleration
of the Maturity of the Securities of any particular series, the Holders of a
majority in aggregate principal amount of the Outstanding Securities of any
series may, on behalf of the Holders of all the Securities of such series,
waive any past default or Event of Default with respect to such series and its
consequences, except a default not theretofore cured


 


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


 


(2) in respect
of a covenant or provision hereof which cannot be modified or amended without
the consent of the Holder of each Outstanding Security of such series affected
as provided in Section 902.


 


In the case of any such waiver, the Company,
the Trustee and the Holders of the Securities of each series affected shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon.


 


Upon any such waiver, such default shall
cease to exist and be deemed to have been cured and not to have occurred, and
any Event of Default arising therefrom shall be deemed to have been cured, and
not to have occurred for every purpose of this Indenture; but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon.


 


Section 514.           Undertaking
for Costs.


 


In any suit for the enforcement of any right
or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, a court may require any
party litigant in such suit to file an undertaking to pay the costs of such
suit and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided, however,
that neither this Section 514 nor the Trust Indenture Act shall be deemed
to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company.


 


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


 


44

















 


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


 


ARTICLE SIX


 


The Trustee


 


Section 601.           Certain
Duties and Responsibilities.


 


a) Except during the continuance of an Event
of Default with respect to any series of Securities,


 


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


 


(2) in the
absence of bad faith on its part, the Trustee may, with respect to Securities
of such series, conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any statement, 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.


 


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


 


(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


 


(1) this
Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;


 


45

















 


(2) 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;


 


(3) 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 Securities of any series
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 Securities of such
series; and


 


(4) no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it


 


(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
Defaults.


 


The Trustee shall transmit notices of default
to the Holders in accordance with section 315(b) and related provisions of
the Trust Indenture Act.  For the
purpose of this Section 602, 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 Securities of such series.


 


Section 603.           Certain
Rights of the Trustee.


 


Subject to the requirements of the Trust
Indenture Act:


 


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


 


(b) any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a Company Order or Company Request (unless other
evidence in respect thereof be herein specifically prescribed) and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;


 


46

















 


(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) before the
Trustee acts or refrains from acting, the Trustee may consult with counsel and
any Opinion of Counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted to be taken 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, order or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request,
order or direction;


 


(f) prior to
the occurrence of an Event of Default hereunder and after the curing or waiving
of all Events of Default, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document unless requested in writing so to do by the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities of any
series affected; 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;


 


(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 not regularly in
its employ and the Trustee shall not be responsible for any misconduct or
negligence on the part of any such agent or attorney appointed with due care by
it hereunder;


 


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


 


(i) the
Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder;


 


(j) the
Trustee shall not be bound to ascertain or inquire as to the performance or
observance of any covenants, conditions, or agreements on


 


47

















 


the part of the Company, except as otherwise
set forth herein, but the Trustee may require of the Company full information
and advice as to the performance of the covenants, conditions, and agreements
contained herein and shall be entitled in connection herewith to examine the
books, records, and premises of the Company;


 


(k) the
permissive rights of the Trustee to do things enumerated in this Indenture
shall not be construed as a duty and the Trustee shall not be answerable for
other than its negligence or willful default; and


 


(l) except for
(i) a default under Sections 501(1), (2) or (3) hereof, or (ii) any other event
of which the Trustee has “actual knowledge” and which event, with the giving of
notice or the passage of time or both, would constitute an Event of Default
under this Indenture, the Trustee shall not be deemed to have notice of any
default or event unless specifically notified in writing of such event by the
Company or the Holders of not less than 25% in aggregate principal amount of
the Securities Outstanding; as used herein, the term “actual knowledge” means
the actual fact or statement of knowing, without any duty to make any
investigation with regard thereto.


 


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


 


The recitals contained herein and in the
Securities, except the Trustee’s certificates of authentication, shall be taken
as the statements of the Company, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness.  The Trustee makes no representation as to the validity or
sufficiency of this Indenture or of the Securities, provided that the Trustee
shall not be relieved of its duty to authenticate Securities only as authorized
by this Indenture.  The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of any of the Securities or the proceeds thereof.


 


Section 605.           May Hold
Securities.


 


The Trustee, any Authenticating Agent, any
Paying Agent, any 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 Securities with the same rights it would have if it were not the
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
agent and, subject to the requirements of the Trust Indenture Act, may
otherwise deal with the Company and receive, collect, hold and retain
collections from the Company with the same rights it would have if it were not
the Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.


 


48

















 


Section 606.           Money Held
in Trust.


 


Subject to the provisions of
Section 1003, all money received by the Trustee or any Paying Agent, all
money and Government Obligations deposited with the Trustee pursuant to
Section 1302 or Section 1303 and all money received by the Trustee in
respect of Government Obligations deposited with the Trustee pursuant to
Section 1302 or Section 1303, shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by
mandatory provisions of 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 by the
Company.  So long as no Event of Default
shall have occurred and be continuing, all interest allowed on any such money
shall be paid from time to time in accordance with a Company Order.


 


Section 607.           Compensation
and Reimbursement.


 


The Company covenants and agrees


 


(1)  to pay to the Trustee from time to time, and
the Trustee shall be entitled to, reasonable compensation for all services
rendered by it hereunder (which 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 or on behalf of the Trustee in
accordance with any of the provisions 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 indemnify the Trustee for, and to hold it
harmless against, any loss, liability, or expense incurred without negligence
or willful misconduct on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts 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.


 


The obligations of the Company under this
Section 607 to compensate and indemnify the Trustee and to pay or reimburse
the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture.  Such
additional indebtedness shall be secured by a lien prior to that of the Securities
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the benefit of the Holders of particular Securities.


 


49

















 


When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in
Section 501(6) or (7), the expenses and the compensation for the services
are intended to constitute expenses of administration under any bankruptcy law.


 


Section 608.           Right to
Rely on Officers’ Certificate.


 


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


 


Section 609.           Eligibility.


 


The Trustee for each series of Securities
hereunder shall at all times be a Person organized and doing business under the
laws of the United States of America or of any State or the District of
Columbia, having a combined capital and surplus of at least $50,000,000, and
eligible under the provisions of the Trust Indenture Act.  If such Person 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 Person at any time shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in this Article.


 


Section 610.           Resignation
and Removal; Appointment of Successor.


 


(a) 
Any resignation or removal of the Trustee with respect to any series and
any appointment of a successor Trustee with respect to such series pursuant to
any of the provisions of this Section 610 shall become effective upon
acceptance of appointment by the successor Trustee as provided in
Section 611.


 


(b) 
The Trustee may resign at any time with respect to one or more or all
series of Securities by giving 90 days written notice of resignation to the
Company.  Upon receiving such notice of
resignation, the Company shall promptly appoint a successor Trustee with
respect to the applicable series by written instrument in duplicate, executed
by authority of the Board of Directors, one copy


 


50

















 


of which instrument shall be delivered to the resigning Trustee and one
copy to the successor Trustee.  If no
successor Trustee shall have been so appointed with respect to any series and
have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee, or any Holder who has
been a bona fide Holder of a Security of the applicable series for at least six
months may, subject to the requirements of the Trust Indenture Act, on behalf
of itself and all others similarly situated, petition any such court for the
appointment of a successor Trustee. 
Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor Trustee.


 


(c) 
The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series may at any time remove the Trustee with
respect to Securities of such series and appoint a successor Trustee with
respect to the Securities of such series by delivering to the Trustee so
removed, to the successor Trustee so appointed and to the Company the evidence
provided for in Section 104 of the action in that regard taken by the
Holders.


 


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


 


(1)  the Trustee shall cease to be eligible in
accordance with the provisions of Section 609 with respect to any series
of Securities and shall fail to resign after written request therefor by the
Company or by any such Holder; or


 


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


 


then, in any such case, (i) the Company may remove the Trustee with
respect to the applicable series of Securities (or all series, if required) and
appoint a successor Trustee for such series by written instrument, in
duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor Trustee, or (ii) subject to the requirements of the Trust Indenture
Act, any Holder who has been a bona fide Holder of a Security of such series
for at least six months may on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee with respect to such
series.  Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor Trustee with respect to such series.


 


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(e) 
If the Trustee shall resign, be removed or become incapable of acting
with respect to any series of Securities, or if a vacancy shall occur in the
office of the Trustee with respect to any series of Securities for any cause,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee
for that series of Securities.  If,
within one year after such resignation, removal or incapacity, or the
occurrence of such vacancy, a successor Trustee with respect to such series of
Securities shall be appointed by Act of the Holders of a majority in principal
amount of the Outstanding 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 such series and supersede the successor Trustee appointed by the
Company with respect to such series.  If
no successor Trustee with respect to such series shall have been so appointed
by the Company or the Holders of such series and accepted appointment in the
manner hereinafter provided, subject to Section 514, any Holder who has
been a bona fide Holder of a Security of that series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to such series.


 


Section 611.           Acceptance
of Appointment by Successor.


 


Any successor Trustee appointed as provided
in Section 610 shall execute, acknowledge and deliver to the Company and
to its predecessor Trustee an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor Trustee with
respect to all or any applicable series shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, duties and obligations with respect to such
series of its predecessor Trustee hereunder, with like effect as if originally
named as Trustee for such series hereunder; but, nevertheless, on the written
request of the Company or of the successor Trustee, upon payment (or due provision
therefor) of any amounts then due it pursuant to Section 607, the
predecessor Trustee ceasing to act shall, subject to Section 1003, pay
over to the successor Trustee all money at the time held by it hereunder and
shall execute and deliver an instrument transferring to such successor Trustee
all such rights, powers, duties and obligations.  Upon request of any such successor Trustee, the Company shall
execute any and all instruments in writing for more fully and certainly vesting
in and confirming to such successor Trustee all such rights and powers.  Any Trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by
such Trustee to secure any amounts then due it pursuant to the provisions of
Section 607.


 


If a successor Trustee is appointed with
respect to the Securities of one or more (but not all) series, the Company, the
predecessor Trustee and each successor Trustee with respect to the Securities
of any applicable series shall execute and deliver an indenture supplemental
hereto which shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts


 


52

















 


and duties of the predecessor Trustee with respect to the Securities of
any series as to which the predecessor Trustee is not retiring shall continue
to be vested in the predecessor Trustee, and shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be Trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee.


 


No successor Trustee with respect to any
series of Securities shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Trustee
shall, with respect to such series, be qualified under the requirements of the
Trust Indenture Act and eligible under the provisions of Section 609.


 


Upon acceptance of appointment by any
successor Trustee as provided in this Section 611, the Company shall give
notice thereof to the Holders of Securities of any series for which such
successor Trustee is acting as Trustee in the manner provided for notices to
the Holders of Securities in Section 106. 
If the Company fails to give such notice within ten days after
acceptance of appointment by the successor Trustee, the successor Trustee shall
cause such notice to be given at the expense of the Company.


 


Section 612.           Merger,
Conversion, Consolidation

or Succession to Business.


 


Any Person into which the Trustee may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided that
such Person shall be qualified under the requirements of the Trust Indenture
Act and eligible under this Article, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.


 


In case at the time such successor to the
Trustee shall succeed to the trusts created by this Indenture any of the
Securities of any series shall have been authenticated but not delivered, any
such successor to the Trustee by merger, conversion or consolidation may adopt
the certificate of authentication of any predecessor Trustee and deliver such
Securities so authenticated; and, in case at that time any of the Securities of
any series shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of such successor to the
Trustee or, if such successor to the Trustee is a successor by merger, conversion
or consolidation, in the name of any predecessor hereunder; provided, however,
that such successor shall use the predecessor’s name only in


 


53

















 


such circumstances set forth in this Section and in all such cases
such certificate shall have the full force which it is anywhere in the
Securities of such series or in this Indenture provided that the certificate of
the Trustee shall have.


 


Section 613.           Preferential
Collection of Claims

Against Company.


 


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


 


Section 614.           Appointment
of Authenticating Agent.


 


The Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities or such
series issued upon original issue and upon exchange, registration of transfer
or partial redemption thereof or pursuant to Section 306, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Wherever reference is made
in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. 
Each Authenticating Agent shall be acceptable to the Company and shall
at all times be a corporation organized and doing business under the laws of
the United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. 
If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of such supervising or
examining authority, then for the purposes of this Section 614, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 614, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this
Section 614.


 


Any Person into which an Authenticating Agent
may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any Person succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such Person shall be otherwise
eligible under this Section 614, without the execution


 


54

















 


or filing of any paper or any further act on the part of the Trustee or
the Authenticating Agent.


 


An Authenticating Agent may resign at any
time by giving written notice thereof to the Trustee and to the Company. The
Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the
Company.  Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 614, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth
in Section 106.  Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent.  No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 614.


 


The Trustee agrees to pay to each
Authenticating Agent from time to time reasonable compensation for its services
under this Section 614, and the Trustee shall be entitled to be reimbursed
for such payments, subject to the provisions of Section 607.


 


If an appointment with respect to one or more
series is made pursuant to this Section 614, the Securities of such series
may have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternative certificate of authentication in the following
form:


 


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


 


 


	
   

  	
   

  	
  ,

  
	
   

  	
  As Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  ,

  
	
   

  	
  As
  Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  



 


55

















 


ARTICLE SEVEN


 


Holders’ List 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:


 


(a)  semi-annually, not later than 15 days after
each Record Date for the Securities of any series (and on dates as specified as
contemplated in Section 301 for any series of Original Issue Discount
Securities which by their terms bear interest only after Maturity), a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the Holders of the Securities of such series as of each such Record Date (and
as of dates as specified as contemplated in Section 301 of this
Indenture), and


 


(b)  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 is furnished;


 


provided, however,
that if and so long as the Trustee shall be the Security Registrar for
Securities of a series, no such list need be furnished with respect to such
series of Securities.


 


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 contained
in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Registered Holders received by
the Trustee in its capacity as Security Registrar. The Trustee may destroy any
list furnished to it as provided in Section 701 upon receipt of a new list
so furnished.


 


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


 


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


 


56

















 


Section 703.           Reports by Trustee.


 


(a)  The Trustee shall transmit to the Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto.


 


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


 


Section 704.           Reports by Company.


 


The Company shall file with the Trustee and
the Commission, and transmit to the Holders, such information, documents and
other reports, and such summaries thereof, as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant to such
Trust Indenture Act.


 


ARTICLE EIGHT


 


Consolidation, Merger,
Conveyance, Transfer or Lease


 


Section 801.           Company
May Consolidate, Etc., Only

on Certain Terms.


 


Nothing contained in this Indenture or in any
of the Securities shall prevent any consolidation or merger of the Company with
or into any other Person (whether or not affiliated with the Company), or
successive consolidations or mergers in which the Company or its successor or
successors shall be a party or parties, or shall prevent any conveyance,
transfer or lease of all or substantially all the property or assets of the
Company, to any other Person (whether or not affiliated with the Company)
authorized to acquire and operate the same; provided, however,
and the Company hereby covenants and agrees, that upon any such consolidation,
merger, transfer, conveyance or lease:


 


(1)  the due and punctual payment of the
principal of and any premium and interest on all of the Securities, according
to their tenor, and the due and punctual performance and observance of all of
the covenants and conditions of this Indenture to be performed or observed by
the Company, shall be expressly assumed, by supplemental indenture satisfactory
in form to the Trustee, executed and delivered to the Trustee by the Person (if
other than the Company) formed by such consolidation, or into which the Company
shall have been merged, or by the Person which shall have acquired or leased
such property or assets and such person shall be organized and existing under


 


57

















 


the laws of
the United States of America or of any State or the District of Columbia;


 


(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; provided, however, that a transaction will be deemed
to be in violation of this clause (2) only with respect to those series of
Securities whereby such Event of Default or such event shall have occurred and
be continuing; and


 


(3)  the Trustee, subject to the requirements of
the Trust Indenture Act and Section 603, shall receive an Opinion of
Counsel and Officers’ Certificate to the effect that such consolidation,
merger, conveyance, transfer or lease and any such assumption complies with the
provisions of this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.


 


Section 802.           Successor Substituted.


 


Upon any consolidation of the Company with,
or merger of the Company into, any other Person or any conveyance, transfer or
lease of all or substantially all the property or assets of the Company in
accordance with Section 801, the successor Person 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 Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.


 


In case of any such consolidation, merger,
conveyance, transfer or lease, such changes in phraseology and form (but not in
substance) may be made in the Securities thereafter to be issued as may be
appropriate.


 


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:


 


58

















 


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


 


(2)  to add to the covenants of the Company for
the benefit of the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included solely for the benefit
of such series) or to surrender any right or power herein conferred upon the
Company; or


 


(3)  to add any additional Events of Default and
to provide with respect thereto for any particular periods of grace after
default (which may be shorter or longer than that allowed in the case of other
defaults) or for immediate enforcement upon such default or for any limitation
of the remedies available to the Trustee upon such default; or


 


(4)  to add to, change or eliminate any of the
provisions of this Indenture in respect of one or more series of Securities; provided,
however, that any such addition, change or elimination (i) shall neither
(A) apply to any Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision nor (B)
modify the rights of the Holder of any such Security with respect to such
provision or (ii) shall become effective only when there is no such Security
Outstanding; or


 


(5)  to convey, transfer, assign, mortgage or
pledge to the Trustee as security for the Securities of one or more series any
property or assets; or


 


(6)  to establish the form or terms of 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 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; or


 


(8)  to cure any ambiguity, to correct or
supplement any provision herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture; or to change or eliminate any provision or to make any
other provisions with respect to matters or questions arising under this
Indenture or under any supplemental indenture as the Company may deem necessary
or desirable; provided, however, that such action shall


 


59

















 


not adversely affect the interests of the
Holders of the Outstanding Securities of any series.


 


Any supplemental indenture authorized by the
provisions of this Section may be executed by the Company and the Trustee
without the consent of the Holders of the Outstanding Securities of any Series,
notwithstanding any of the provisions of Section 902.


 


Section 902.           Supplemental
Indentures with

Consent of Holders.


 


With the
consent of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of each series affected by such supplemental indenture
(each such series voting as a single class), by act of such 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 any
supplemental indenture or of modifying in any manner the rights and obligations
of the Company and the rights of the Holders of the Securities of such series
under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,


 


(1)  change the Stated Maturity
of the principal of, or any installment of principal of or interest on, any
Security, or reduce the principal amount thereof, or reduce any premium thereof
or change the time of payment of any premium thereon, or reduce the rate or
change the time of payment of interest thereon, if any, or reduce any amount
payable on redemption or reduce the Overdue Rate thereof or make the principal
thereof or any premium or interest thereon, payable at any place of payment or
in any coin or currency other than as provided in the Security or reduce the
amount of the principal of an Original Issue Discount Security that would be
due and payable upon an acceleration of the Maturity thereof pursuant to
Section 502 or the amount thereof provable in bankruptcy pursuant to
Section 504, or impair, if the Securities provide therefor, any right of
repayment at the option of the Holder, or impair the right to institute a suit
for the enforcement of any payment on or with respect to any Security pursuant
to Section 507;


 


(2)  reduce the aforesaid
percentage of Outstanding Securities the consent of the Holders of which is
required for any such supplemental indenture; or


 


(3)  adversely change or impair
the right of any Holder to convert or exchange Securities of any series, the
terms of which provide for conversion, at the rate and upon the terms provided
in the Indenture.


 


60

















 


A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series. The preceding
sentence shall not, however, raise any inference as to whether or not a
particular series is affected by any supplemental indenture not referred to in
such sentence.


 


It shall not be necessary for the consent of
the Holders under this Section 902 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.


 


Promptly after the execution by the Company
and the Trustee of any supplemental indenture pursuant to the provisions of
this Section 902, the Company shall give notice thereof to the Holders of
Securities of each series affected thereby in the manner provided for notices
to the Holders of Securities in Section 106, setting forth in general
terms the substance of such supplemental indenture. Any failure of the Company
to give such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.


 


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 and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the Holders of Securities of each series
affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and any
such supplemental indenture shall form a part of this Indenture for all
purposes and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.


 


61

















 


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 in effect at the date such supplemental indenture is executed.


 


Section 906.           Reference
in Securities to

Supplemental Indentures.


 


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


 


ARTICLE TEN


 


Covenants


 


Section 1001.         Payment of
Principal, Premium and Interest.


 


The Company covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay or
cause to be paid the principal of, and any premium and interest on, the
Securities of that series in accordance with the terms of the Securities and
this Indenture.


 


Section 1002.         Maintenance of Office or Agency.


 


The Company will designate and maintain in
the Borough of Manhattan, The City of New York, for any series of Securities an
office or agency where Securities of that series may be presented or
surrendered for payment, where Securities of that series may be surrendered for
registration of transfer or exchange, where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served and where Securities of each series that is convertible may be presented
for conversion. The Company will give prompt written notice to the Trustee of
the location, and any change in the location, of such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served upon the agent of the Trustee, located at 77
Water Street, New York, N.Y. 10005, and the Company hereby appoints the Trustee
as its agent to receive all such presentations, surrenders, notices and
demands.


 


62

















 


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


 


Section 1003.         Money for
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 Securities, it will, on or
before each due date of the principal of or any premium or interest on any of
the Securities of that series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal or any
premium 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 for any series of Securities, it will, prior to each due date of
the principal of and any premium or interest on any Securities of that series,
deposit with a Paying Agent a sum sufficient to pay the principal and any
premium 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 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 any premium or interest on the Securities of that series
in trust for the benefit of the Persons entitled thereto until such sums shall
be paid to such Persons or otherwise disposed of as herein provided;


 


(2)  give
the Trustee notice of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment of the principal of or
any premium or interest on the Securities of that series; and


 


(3)  at any time during the
continuance of any such default referred to in clause (2) above, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held
in trust by such Paying Agent.


 


63

















 


The Company
may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any
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 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 any premium or interest on any
Security of any series and remaining unclaimed for two years after such principal
and any premium or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper
in The City of New York or other place of payment, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company.


 


Section 1004.         Limitation on Liens.


 


The Company
will not, and will not permit any Subsidiary to, incur, issue, assume or
guarantee any Debt secured after the date of this Indenture by pledge of, or
mortgage or other lien on (“Lien”), any Principal Property of the
Company or any Subsidiary, or any shares of stock or Debt of any Subsidiary
without effectively providing that the Debt Securities of all series issued
pursuant to this Indenture (together with, the Company shall so determine, any
other Debt of the Company or such Subsidiary then existing or thereafter created
which is not subordinate to the Debt Securities) shall be secured equally and
ratably with (or, at the option of the Company, prior to) such secured Debt, so
long as such secured Debt shall be so secured, unless after giving effect
thereto, the aggregate principal amount of all such secured Debt then
outstanding which would otherwise be prohibited, plus all Attributable Debt of
the Company and its Subsidiaries in respect of sale and leaseback transactions
(as defined in Section 1005) occurring after the date of this Indenture
and existing at such time which would otherwise be prohibited by
Section 1005, would not exceed 5% of Consolidated Net Tangible Assets.
This restriction does not apply to, and there shall be excluded in computing
secured Debt for the purpose of such restriction, Debt secured by:


 


(1)  Liens on property, capital
stock or Debt existing at the time of acquisition thereof (including
acquisition through merger or consolidation) or


 


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to secure the payment of or any part of the purchase price or
construction cost or commencement of operation thereof or to secure any Debt
incurred prior to, at the time of, or within 180 days after, the later of the
acquisition of such property or shares or Debt, the completion of any such
construction and the commencement of operation for the purpose of financing all
or any part of the purchase price or construction cost or commencement of
operation thereof, provided that any such Liens shall only extend to the above-described
property or property on which the above-described property is situated;


 


(2)  Liens on property of, or on
any shares of stock or Debt of, any corporation or other Person existing at the
time such corporation becomes a Restricted Subsidiary;


 


(3)  Liens on property of, or on
any shares of capital stock or Debt of any Corporation or other Person existing
at the time such Corporation or other Person is merged into or consolidated
with the Company or a Restricted Subsidiary or at the time of sale, lease or
other disposition of all or substantially all the properties of a corporation
or other Person to the Company;


 


(4)  Liens (a)(i) in favor of
the United States of America or any State thereof, or any department, agency or
instrumentality or political subdivision of the United States of America or any
State thereof, or (ii) in favor any other country, or any political subdivision
thereof, to secure partial, progress, advance or other payments pursuant to any
contract or statute, or (b)(i) for taxes, assessments or governmental charges
or levies in each case not then due and delinquent or the validity of which is
being contested in good faith by appropriate proceedings, and (ii) for
materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s or
other like Liens, or deposits to obtain the release of such Liens;


 


(5)  Liens on any property or
assets of any Restricted Subsidiary to secure Debt owing by it to the Company
or any other Restricted Subsidiary;


 


(6)  Liens arising out of
judgments or awards against the Company or any subsidiary that the Company or
such subsidiary is contesting in good faith;


 


(7)  Liens made in favor of any
customer arising in the ordinary course of business of the Company or any
subsidiary in respect of payments made by or on behalf of such customer for
goods produced or services rendered to such customer;


 


(8)  Liens existing at the date
of this Indenture;


 


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(9)  Liens created to secure
Project Debt, but only to the extent that any such Lien does not extend beyond
the assets, contractual rights and revenues of such project and the capital
stock of the corporation owning such project, and any extension, renewal,
refunding, replacement or refinancing (or successive extensions, renewals,
replacements, refundings or refinancings) as a whole or in part of any Liens
referred to in this clause (9); and


 


(10)  Any extension, renewal,
refunding or replacement (or successive extensions, renewals, refundings or
replacements), as a whole or in part, of any Lien referred to in the foregoing
clauses (1) through (3) and (8), inclusive; provided,
however that (i) such extension, renewal, refunding or replacement
Lien shall be limited to all or a part of the same property, shares of stock or
Debt that secured the Lien extended, renewed, refunded or replaced (plus
improvements on such property) and (ii) the Debt secured by such Lien at such
time is not increased.


 


Section 1005.         Limitation on Sales and Leasebacks.


 


The Company
will not, and will not permit any Subsidiary to, enter into any arrangement
with any bank, insurance company or other lender or investor (not including the
Company or any Subsidiary) or to which any such lender or investor is a party,
providing for the leasing by the Company or any such Subsidiary of any
Principal Property which has been owned and operated by the Company or such
Subsidiary for more than 180 days and which has been sold or transferred by the
Company or such Subsidiary to such lender or investor or to any Person to whom
funds have been advanced by such lender or investor (each, a “sale and
leaseback transaction”) unless, after giving effect thereto, the aggregate
amount of all Attributable Debt of the Company and its Subsidiaries in respect
of such sale and leaseback transactions occurring after the date of this
Indenture and existing at such time which would otherwise be prohibited under
this Section 1005 plus all secured Debt then outstanding of the Company
and its Subsidiaries incurred after the date of this Indenture which would
otherwise be prohibited by Section 1004, would not exceed 5% of
Consolidated Net Tangible Assets. This restriction does not apply to, and there
shall be excluded from Attributable Debt in any computation under such restriction,
Attributable Debt with respect to any sale and leaseback transaction under any
of the following circumstances:


 


(1)  the lease in such sale and
leaseback transaction is for a period, including renewals, of not in excess of
three years; or


 


(2)  the property which is the
subject of the sale and leaseback transaction is property capable of being
subject to a Lien described in clauses (1), (2), (3), (8) or (9) in
Section 1004; or


 


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(3)  the Company or a Subsidiary,
within 180 days after the sale or transfer shall have been made by the Company
or by any such Subsidiary, applies an amount equal to the lesser of (i)
Attributable Debt or (ii) the net proceeds of any such sale or transfer to (a)
the acquisition of other Principal Property of equal fair market value (as
determined by the Board of Directors) or (b) the retirement of indebtedness for
pari passu borrowed money (including Securities of any Series).


 


Section 1006.         Certificate of Compliance.


 


The Company
shall deliver a certificate of compliance of the Company to the Trustee on or
before April 30 of each year pursuant to section 314(a)(4) of the
Trust Indenture Act.


 


Section 1007.         Waiver of Certain Covenants.


 


The Company
may omit in any particular instance to comply with any term, provision or
condition set forth in Sections 1004 and 1005 with respect to the Securities of
any series if before the time for such compliance the Holders of at least a
majority in aggregate principal amount of the Outstanding Securities of such
series shall, by the act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision 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 term, provision or condition shall remain in full force and
effect.


 


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Section 1008.         Limitation on Debt Incurred by
Restricted Subsidiaries.


 


The Company
will not permit any Restricted Subsidiary to directly or indirectly, incur,
assume or suffer to exist any Debt, unless, after giving effect thereto, the
aggregate amount of then outstanding Debt incurred by all Restricted
Subsidiaries, excluding all Secured Debt and Attributable Debt in respect of
sale and leaseback transactions, shall not exceed 10% of Consolidated Net
Tangible Assets. The immediately preceding sentence shall not apply to the
incurrence or issuance of (a) Existing Debt, (b) Working Debt, (c) Debt of a
Restricted Subsidiary which represents the assumption by such Restricted
Subsidiary of Debt of another Restricted Subsidiary as a result of the merger
or acquisition of such Restricted Subsidiary, (d) Debt of any Corporation
existing at the time such Corporation becomes a Restricted Subsidiary, (e)
Permitted Secured Debt and (f) Project Debt which does not constitute Secured
Debt.


 


 


ARTICLE ELEVEN


 


Redemption
of Securities


 


Section 1101.         Applicability of Article.


 


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 in Section 301 for 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 Securities shall be evidenced by a Board
Resolution. In case of the redemption at the election of the Company of the
Securities of any series, the Company shall, at least 60 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, of
the principal amount of Securities of such series to be redeemed at the
Redemption Price and, if applicable, of the tenor of the Securities to be
redeemed. In the case of any redemption of Securities prior to the expiration
of any restriction on such redemption provided in the terms of such 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 Securities to Be
Redeemed.


 


If less than
all the Securities of any series are to be redeemed (unless all of the
Securities of such series and of a specified tenor are to be redeemed), the


 


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particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series 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 Securities of that series or
any integral multiple thereof) of the principal amount of Securities of such
series of a denomination larger than
the minimum authorized denomination for Securities of that series.  If less than all of the Securities of such
series and of a specified tenor are to be redeemed, the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series and
specified tenor not previously called for redemption in accordance with the
preceding sentence.


 


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


 


For the
purpose of such selection in case of redemption of less than all of the
Securities of any series, the Trustee and the Company shall have the option to
treat as Outstanding Securities any Securities of such series which are
surrendered for conversion after the fifteenth date immediately preceding the
mailing of notice of such redemption and need not treat as Outstanding
Securities any Securities authenticated and delivered during such period in
exchange for the unconverted portion of any Securities converted in part during
such period.


 


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


 


Section 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, unless a shorter
period is specified in the Securities to be redeemed, to each Holder of
Securities to be redeemed.


 


All notices
of redemption shall state:


 


(1)  the Redemption Date,


 


(2)  the Redemption Price,


 


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


 


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(4)  if applicable, the current
conversion price or rate,


 


(5)  if applicable, that the
right of the Holder to convert Securities called for redemption shall terminate
at the close of business on the Redemption Date (or such other day as may be
specified as contemplated in Section 301 for Securities of any series),


 


(6)  if applicable, that Holders
who want to convert Securities called for redemption must satisfy the
requirements for conversion contained in such Securities,


 


(7)  that on the Redemption Date
the Redemption Price will become due and payable upon each such Security to be
redeemed and, if applicable, that, unless the Company defaults in making such
redemption payment, interest thereon, if any, or in the case of Original Issue
Discount Securities, the original issue discount, shall cease to accrue on and
after such date,


 


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


 


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


 


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


 


Section 1105.         Deposit of Redemption Price.


 


On or prior
to 10:00 A.M. New York City time on any Redemption Date, the Company shall
deposit in immediately available funds 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 and as required by the Trust Indenture
Act) an amount of money (in the currency or units of currency in which the
Securities so called for redemption are denominated or an appropriate
equivalent thereof) sufficient to pay the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest on, all
the Securities which are to be redeemed on that date, other than any Securities
called for redemption on such date which have been converted prior to the date
of such deposit.


 


Section 1106.         Securities Payable on Redemption Date.


 


Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the right to convert such
Securities or


 


70

















 


portions thereof, if the terms of such Securities provide for
conversion pursuant to Section 301, shall terminate at the close of
business on the Redemption Date or such other day as may be specified as
contemplated in Section 301 for Securities of such series.  On presentation and surrender of such
Securities for redemption in accordance with such notice, such Securities shall
be paid and redeemed by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that,
unless otherwise specified as contemplated in Section 301, installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.


 


If any Security called for redemption shall
not be so paid upon surrender thereof for redemption, the principal thereof so
to be redeemed shall, until paid, bear interest from the Redemption Date at the
Overdue Rate applicable to such Security and such Security shall remain
convertible into Capital Stock until the principal of such Security shall have
been paid.  If any Security called for
redemption pursuant to Section 1101 is converted pursuant to Article Fourteen,
any monies deposited with the Trustee for the purpose of paying or redeeming
any such Security shall be promptly paid to the Company.


 


Section 1107.         Securities
Redeemed in Part.


 


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


 


Section 1108.         Rescission
of Redemption.


 


In the event that this Section 1108 is
specified to be applicable to a series of Securities pursuant to
Section 301 and a Redemption Rescission Event shall occur following any
day on which a notice of redemption shall have been given pursuant to
Section 1104 hereof but at or prior to the time and date fixed for
redemption as set forth in such notice of redemption, the Company may, at its
sole option, at any time prior to the earlier of (i) the close of business on
that day which is two Trading Days following such Redemption Rescission Event
and (ii) the time and date fixed for redemption as set forth in such notice,
rescind the redemption to which such notice of redemption shall have related by
making a public announcement of such rescission (the date on which such public
announcement shall


 


71

















 


have been made being hereinafter referred to as the “Rescission Date”).  The Company shall be deemed to have made
such announcement if it shall issue a release to the Dow Jones News Service,
Reuters Information Services or any successor news wire service.  From and after the making of such
announcement, the Company shall have no obligation to redeem Securities called
for redemption pursuant to such notice of redemption or to pay the Redemption
Price therefor and all rights of Holders of Securities shall be restored as if
such notice of redemption had not been given. 
As promptly as practicable following the making of such announcement,
the Company shall telephonically notify the Trustee and the Paying Agent of
such rescission.  The Company shall give
notice of any such rescission by first-class mail, postage prepaid, mailed as
promptly as practicable but in no event later than the close of business on
that day which is five Trading Days following the Rescission Date to each
Holder of Securities at the close of business on the Rescission Date, to any
other Person that was a Holder of Securities and that shall have surrendered
Securities for conversion following the giving of notice of the subsequently
rescinded redemption and to the Trustee and the Paying Agent.  Each notice of rescission shall (w) state
that the redemption described in the notice of redemption has been rescinded,
(x) state that any Converting Holder shall be entitled to rescind the
conversion of Securities surrendered for conversion following the day on which
notice of redemption was given but on or prior to the date of the mailing of
the Company’s notice of rescission, (y) be accompanied by a form prescribed by
the Company to be used by any Converting Holder rescinding the conversion of
Securities so surrendered for conversion (and instructions for the completion
and delivery of such form, including instructions with respect to any payment
that may be required to accompany such delivery) and (z) state that such form
must be properly completed and received by the Company no later than the close
of business on a date which shall be 15 Trading Days following the date of the
mailing of such notice of rescission.


 


ARTICLE TWELVE


 


Sinking Funds


 


Section 1201.         Applicability
of Article.


 


Securities of any series which are subject to
a sinking fund for the retirement of Securities of a series shall be subject to
such sinking fund in accordance with their terms and (except as otherwise
specified as contemplated in Section 301 for Securities of such series) in
accordance with this Article.


 


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


 


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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 Securities of any
series as provided for by the terms of Securities of such series.


 


Section 1202.         Satisfaction of Sinking
Fund

Payments with Securities


 


The Company (1) may deliver Outstanding
Securities of a series (other than any previously called for redemption) and
(2) may apply as a credit Securities of a series which have been redeemed
either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities and for any Securities which have been
converted pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided, however,
that such Securities have not been previously so credited.  Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.


 


Section 1203.         Redemption
of Securities for Sinking Fund.


 


Not less than 60 days prior to each sinking
fund payment date for any series of Securities, 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 and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202 and will also deliver
to the Trustee any Securities to be so delivered.  Not less than 30 days before each such sinking fund payment date
the Trustee shall select the 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
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.


 


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ARTICLE THIRTEEN


 


Defeasance


 


Section 1301.         Applicability of Article;
Company’s Option to

Effect Defeasance or Covenant Defeasance.


 


If pursuant to Section 301 provision is
made for either or both of (1) defeasance of the Securities of a series under
Section 1302 or (2) covenant defeasance of the Securities of a series under
Section 1303, then the provisions of such Section or Sections, as the
case may be, together with the other provisions of this Article, shall be
applicable to the Securities of such series, and the Company may at its option
by or pursuant to a Board Resolution, at any time, with respect to the
Securities of such series, elect to have either Section 1302 (if
applicable) or Section 1303 (if applicable) be applied to the Outstanding
Securities of such series upon compliance with the conditions set forth below
in this Article.


 


Section 1302.         Defeasance
and Discharge.


 


Upon the Company’s exercise of the option
provided in Section 1301 to have this Section 1302 applied to the
Outstanding Securities of a defeasible series, the Company shall be deemed to
have been discharged from its obligations with respect to the Outstanding
Securities of such series on the date the conditions set forth in
Section 1304 are satisfied (hereinafter, “defeasance”).  For this purpose, such defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities of such series and to have satisfied
all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (1) the rights of Holders of Outstanding Securities of such series
to receive, solely from the trust fund described in Section 1304 and as
more fully set forth in such Section, payments in respect of the principal of
and any premium or interest on such Securities when such payments are due, (2)
the Company’s obligations with respect to such Securities under Sections 304,
305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties, and immunities
of the Trustee under Sections 304, 305, 306, 308, 309, 506 and 1003, and
otherwise the duty of the Trustee to authenticate Securities of such series
issued on registration of transfer or exchange and (4) this Article.  Subject to compliance with this Article, the
Company may exercise its option provided in Section 1301 to have this
Section 1302 applied to the Outstanding Securities of any defeasible
series notwithstanding the prior exercise of its option provided in
Section 1301 to have Section 1303 applied to the Outstanding
Securities of such series.


 


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Section 1303.         Covenant
Defeasance.


 


Upon the Company’s exercise of the option
provided in Section 1301 to have this Section 1303 applied to the
Outstanding Securities of any defeasible series, the Company shall be released
from its obligations under Sections 1004 and 1005 and Sections 501(4) and 501
(5) with respect to the Outstanding Securities of such series on and after the
date the conditions set forth in Section 1304 are satisfied (hereinafter,
“covenant defeasance”).  For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Securities of such series, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such specified Section with respect to it, whether directly or indirectly
by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein
or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby.


 


Section 1304.         Conditions to Defeasance
or Covenant

Defeasance.


 


The following shall be the conditions to
application of either Section 1302 or Section 1303 to the Outstanding
Securities of such series:


 


(1)  the Company shall irrevocably have 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 Article applicable to it) as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities, (A) money
in an amount, or (B) Government Obligations which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms
will provide, not later than one day before the due date of any payment, money
in an amount, or (C) a combination thereof, sufficient, without reinvestment,
in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or other qualifying
Trustee) to pay and discharge, (i) the principal of and any premium on and each
installment of principal of and any premium and interest on the Outstanding
Securities of such series on the Stated Maturity of such principal or
installment of principal or interest and (ii) any mandatory sinking fund
payments or analogous payments applicable to the Outstanding Securities of such
series on the day on which such payments are due and payable in accordance with
the terms of this Indenture and of such Securities.  For this purpose,  “Government
Obligations” means securities that are (x) direct obligations of the United
States of America or, if specified as contemplated in Section 301, the
government which issued the currency in which the Securities of such series are
payable, for the payment of which its full faith


 


75

















 


and credit is pledged or (y) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or, if specified as contemplated in
Section 301, such government which issued the currency in which the
Securities of such series are payable, the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America or such other government, which, in either case, are not callable or
redeemable at the option of the obligor thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act of 1933, as amended) as custodian with respect to any such
Government Obligation or a specific payment of principal of or interest on any
such Government Obligation held by such custodian for the account of the holder
of such depository receipt; provided, however, 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 Government Obligation or the
specific payment of principal of or interest on the Government Obligation
evidenced by such depository receipt;


 


(2)  No Event of Default or event which, with
notice or lapse of time or both, would become an Event of Default with respect
to the Securities of such series shall have occurred and be continuing on the
date of such deposit;


 


(3)  Such defeasance or covenant defeasance shall
not cause the Trustee for the Securities of such series to have a conflicting
interest for purposes of the Trust Indenture Act with respect to any securities
of the Company;


 


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


 


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


 


(6)  In the case of an election under
Section 1302, the Company shall have delivered to the Trustee an Opinion
of Counsel stating that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (ii) since the date of
this Indenture there has been a change in the 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 the Outstanding Securities of such
series will not recognize income, gain or loss for Federal income tax purposes
as a result of such defeasance and will be subject to Federal income tax on the
same amounts, in


 


76

















 


the same manner and at the same times as
would have been the case if such defeasance had not occurred;


 


(7)  In the case of an election under
Section 1303, the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that the Holders of the Outstanding Securities of such
series will not recognize income, gain or loss for Federal income tax purposes
as a result of such covenant defeasance and will be subject to Federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such covenant defeasance had not occurred;


 


(8)  Such defeasance or covenant defeasance shall
not result in the trust arising from such deposit constituting an investment
company as defined in the Investment Company Act of 1940, as amended, or such
trust shall be qualified under such Act or exempt from regulation thereunder;


 


(9)  Such defeasance or covenant defeasance shall
be effected in compliance with any additional terms, conditions or limitations
which may be imposed on the Company in connection therewith pursuant to
Section 301; and


 


(10)  The Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for relating to either the defeasance under
Section 1302 or the covenant defeasance under Section 1303 (as the
case may be) have been complied with.


 


 


Section 1305.         Deposited Money and
Government

Obligations to Be Held in Trust; Other

Miscellaneous Provisions.


 


Subject to the
provisions of Section 1003, all money and Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other
qualifying Trustee—collectively, for purposes of this Section 1305, the
“Trustee”) pursuant to Section 1304 in respect of the Outstanding
Securities of such series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through a Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal and any premium and interest, but such money need not be segregated
from other funds except to the extent required by law.


 


The Company
shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Obligations deposited pursuant to
Section 1304 or the principal and any premium and interest


 


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received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the Outstanding
Securities of such series.


 


Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or Government Obligations held by it as
provided in Section 1304 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent defeasance or
covenant defeasance.


 


Section 1306.         Reinstatement.


 


If the Trustee or Paying Agent is unable to apply any money or
Government Obligations in accordance with this Article by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s obligations under this Indenture and each series of
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article until such time as the Trustee or the Paying
Agent is permitted to apply all such money or Governmental Obligations in
accordance with this Article; provided, however, that, if the
Company has made any payment of interest on or principal of any series of
Securities because of the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such series of Securities to
receive such payment from the money or Government Obligations held by the
Trustee or the Paying Agent.


 


ARTICLE FOURTEEN


 


Convertible Securities


 


Section 1401.         Applicability
of Article.


 


Securities of
any series which are convertible into Capital Stock at the option of the
Holders thereof shall be convertible in accordance with their terms and (unless
otherwise specified in one or more indentures supplemental hereto or in a
resolution of the Board of Directors as contemplated in Section 301 for
Securities of any series) in accordance with this Article.  Each reference in this Article Fourteen
to “a Security” or “the Securities” refers to the Securities of
the particular series that are convertible into Capital Stock.  Each reference in this Article to “Capital
Stock” into which Securities of any series are convertible refers to
Capital Stock into which the Securities of such series are convertible in
accordance with their terms (as specified as contemplated in
Section 301).  If more than one
series of Securities with conversion privileges are Outstanding at any time,
the provisions of this Article Fourteen shall be applied separately to
each such series.


 


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Section 1402.         Right of
Holders to Convert Securities.


 


Subject to and
upon compliance with the terms of the Securities and this
Article Fourteen, at the option of the Holder thereof, any Security of any
series of any authorized denomination, or any portion of the principal amount
thereof which is $1,000 or any integral multiple of $1,000, may, at any time
during the period specified in the Securities of such series, be converted into
duly authorized, validly issued, fully paid and nonassessable shares of the
class, or combination of classes, of Capital Stock, as specified in such
Security, at the conversion rate for each $1,000 principal amount of Securities
(such initial conversion rate reflecting an initial conversion price specified
in such Security) in effect on the conversion date, or if such Security or
portion thereof shall have been called for redemption, then in respect of such
Security or portion thereof until and including, but not after (unless the
Company shall default in payment due upon the redemption thereof) the close of
business on the date fixed for redemption except that in the case of redemption
at the option of the Holder, if specified in the terms of such securities, such
option to convert shall terminate upon receipt of written notice of the
exercise of such option to redeem, or if an adjustment in the conversion rate
has taken place pursuant to the provisions of Section 1405, then at the
applicable conversion rate as so adjusted, upon surrender of the Security or
Securities, the principal amount of which is so to be converted, to the Company
at any time during usual business hours at the office or agency to be
maintained by it in accordance with the provisions of Section 1002
accompanied by a written notice of election to convert as provided in
Section  1403 and, if so required by the Company and the Trustee, by a
written instrument or instruments of transfer in form satisfactory to the
Company and the Trustee duly executed by the Holder or his attorney duly
authorized in writing.  All Securities
surrendered for conversion shall, if surrendered to the Company or any
conversion agent, be delivered to the Trustee for cancellation and canceled by
it, or shall, if surrendered to the Trustee, be canceled by it, as provided in
Section 309.


 


The initial
conversion price or conversion rate in respect of a series of Securities shall
be as specified in the Securities of such series.  The conversion price or conversion rate will be subject to
adjustment on the terms set forth in Section 1405 or such other or
different terms, if any, as may be specified by Section 301 for Securities
of such series.  Provisions of this Indenture
that apply to conversion of all of a Security also apply to conversion of a
portion of it.


 


Section 1403.         Issuance of Shares of
Capital

Stock on Conversion.


 


(1)           As promptly as practicable after the
surrender, as herein provided, of any Security or Securities for conversion,
the Company shall deliver or cause to be delivered at its said office or agency
to or upon the written order of the Holder of the Security or Securities so
surrendered a certificate or certificates representing the number of duly
authorized, validly issued, fully paid and nonassessable shares of Capital
Stock into which such Security or Securities may be


 


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converted in accordance with the terms thereof and the provisions of this
Article Fourteen.  Prior to the
delivery of such certificate or certificates, the Company shall require a
written notice at its said office or agency from the Holder of the Security or
Securities so surrendered stating that the Holder irrevocably elects to convert
such Security or Securities, or, if less than the entire principal amount
thereof is to be converted, stating the portion thereof to be converted.  Such notice shall also state the name or
names (with address and social security or other taxpayer identification
number) in which said certificate or certificates are to be issued.  Such conversion shall be deemed to have been
made at the time that such Security or securities shall have been surrendered
for conversion and such notice shall have been received by the Company or the
Trustee, the rights of the Holder of such Security or Securities as a Holder
shall cease at such time, the person or persons entitled to receive the shares
of Capital Stock upon conversion of such Security or Securities shall be
treated for all purposes as having become the record holder or holders of such
shares of Capital Stock at such time and such conversion shall be at the
conversion rate in effect at such time. 
In the case of any Security of any series which is converted in part
only, upon such conversion, the Company shall execute and the Trustees or any
Authenticating Agent shall authenticate and deliver to the Holder thereof, as
requested by such Holder, a new Security or Securities of such series of
authorized denominations in aggregate principal amount equal to the unconverted
portion of such Security.


 


If the last
day on which a Security may be converted is not a Business Day in a place where
the conversion agent for the applicable series of Securities is located, the
Security may be surrendered to that conversion agent on the next succeeding day
that is a Business Day.


 


The Company
will not be required to deliver certificates for shares of Capital Stock upon
conversion while its stock transfer books are closed for a meeting of
shareholders or for the payment of dividends or for any other purpose, but
certificates for shares of Capital Stock shall be delivered as soon as the
stock transfer books shall again be opened.


 


(2)           Notwithstanding anything to the contrary contained
herein, in the event the Company shall have rescinded a redemption of
Securities pursuant to Section 1108 hereof, any Holder of Securities that
shall have surrendered Securities for conversion following the day on which
notice of the subsequently rescinded redemption shall have been given but prior
to the later of (a) the close of business on the Trading Day next succeeding
the date on which public announcement of the rescission of such redemption
shall have been made and (b) the date of the mailing of the notice of
rescission required by Section 1108 hereof (a” Converting Holder”)
may rescind the conversion of such Securities surrendered for conversion by (i)
properly completing a form prescribed by the Company and mailed to Holders of
Securities (including Converting Holders) with the Company’s notice of
rescission, which form shall provide for the certification by any Converting
Holder rescinding a conversion on behalf of any beneficial owner (within the
meaning of Rule 13d-3


 


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under the Securities Exchange Act of 1934) of Securities that the
beneficial ownership (within the meaning of such Rule) of such Securities shall
not have changed from the date on which such Securities were surrendered for conversion
to the date of such certification and (ii) delivering such form to the Company
no later than the close of business on that date which is fifteen Trading Days
following the date of the mailing of the Company’s notice of rescission.  The delivery of such form by a Converting
Holder shall be accompanied by (x) any certificates representing shares of
Capital Stock or other securities issued to such Converting Holder upon a
conversion of Securities that shall be rescinded by the proper delivery of such
form (the “Surrendered Securities”), (y) any securities, evidences of
indebtedness or assets (other than cast) distributed by the Company to such
Converting Holder by reason of such Converting Holder being a record holder of
Surrendered Securities and (z) payment in New York Clearing House funds or
other funds acceptable to the Company of an amount equal to the sum of (I) any
cash such Converting Holder may have received in lieu of the issuance of
fractional Surrendered Securities and (II) any cash paid or payable by the
Company to such Converting Holder by reason of such Converting Holder being a
record holder of Surrendered Securities. 
Upon receipt by the Company of any such form properly completed by a
Converting Holder and any certificates, securities, evidences of indebtedness,
assets or cash payments required to be returned by such Converting Holder to
the Company as set forth above, the Company shall instruct the transfer agent
or agents for shares of Capital Stock or other securities to cancel any certificates
representing Surrendered Securities (which Surrendered Securities shall be
deposited in the treasury of the Company) and shall instruct the Security
Registrar to reissue certificates representing Securities to such Converting
Holder (which Securities shall be deemed to have been Outstanding at all times
during the period following their surrender for conversion).  The Company shall, as promptly as
practicable, and in no event more than five Trading Days following the receipt
of any such properly completed form and any such certificates, securities,
evidences of indebtedness, assets or cash payments required to be so returned,
pay to the Holder of Securities surrendered to the Company pursuant to a
rescinded conversion or as otherwise directed by such Holder any interest paid
or other payment made to Holders of Securities during the period from the time
such Securities shall have been surrendered for conversion to the rescission of
such conversion.  All questions as to
the validity, form, eligibility (including time of receipt) and acceptance of
any form submitted to the Company to rescind the conversion of Securities,
including questions as to the proper completion or execution of any such form
or any certification contained therein, shall be resolved by the Company, whose
determination shall be final and binding.


 


Section 1404.         No Payment
or Adjustment for

Interest or Dividends.


 


Unless otherwise specified as contemplated in
Section 301 for Securities of such series, Securities surrendered for
conversion during the period from the close of business on any regular record
date (or special record date for


 


81

















 


payment of defaulted interest) next preceding any Interest Payment Date
to the opening of business on such Interest Payment Date (except Securities
called for redemption on a Redemption Date within such period) when surrendered
for conversion must be accompanied by payment of an amount equal to the
interest thereon which the Holder is to receive on such Interest Payment
Date.  Payment of interest shall be
made, as of such Interest Payment Date or such date, as the case may be, to the
Holder of the Securities as of such regular or special record date, as applicable.  Except where Securities surrendered for
conversion must be accompanied by payment as described above, no interest on
converted Securities will be payable by the Company on any Interest Payment
Date subsequent to the date of conversion. 
No other payment or adjustment for interest or dividends is to be made
upon conversion.  Notwithstanding the
foregoing, upon conversion of any Original Issue Discount Security, the fixed
number of shares of Capital Stock into which such Security is convertible
delivered by the Company to the Holder thereof shall be applied, first, to pay
the accrued original issue discount attributable to the period from the date of
issuance to the date of conversion of such Security, and, second, to pay the
balance of the principal amount of such Security.


 


Section 1405.         Adjustment
of Conversion Rate.


 


Unless otherwise specified as contemplated in
Section 301 for Securities of such series, the conversion rate for
Securities in effect at any time shall be subject to adjustment as follows:


 


(a)           In case the Company
shall (i) declare a dividend or make a distribution on the class of Capital
Stock into which Securities of such series are convertible in shares of such
Capital Stock, (ii) subdivide the outstanding shares of the class of Capital
Stock into which Securities of such Shares are convertible into a greater
number of shares, (iii) combine the outstanding shares of the class of Capital
Stock into which Securities of such series are convertible into a smaller
number of shares, (iv) issue by reclassification of the shares of the class of
Capital Stock into which securities of such series are convertible (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation) any shares, the conversion rate for
the Securities of such series in effect at the time of the record date for such
dividend or distribution, or the effective date of such subdivision,
combination or reclassification, shall be proportionately adjusted so that the
Holder of any Security of such series surrendered for conversion after such
time shall be entitled to receive the number and kind of shares which he would
have owned or have been entitled to receive had such Security been converted
immediately prior to such time.  Similar
adjustments shall be made whenever any event listed above shall occur.


 


(b)           In case the Company
shall fix a record date for the issuance of rights or warrants to all holders
of the class of Capital Stock into which


 


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Securities of such series are convertible
entitling them (for a period expiring within 45 days after such record date) to
subscribe for or purchase shares of such class of Capital Stock (or securities
convertible into shares of such class of Capital Stock) at a price per share
(or, in the case of a right or warrant to purchase securities convertible into
such class of Capital Stock, having a conversion price per share, after adding
thereto the exercise price, computed on the basis of the maximum number of
shares of such class of Capital Stock issuable upon conversion of such
convertible securities, per share of such class of Capital Stock, so issuable)
less than the current market price per share of such class of Capital Stock (as
defined in subsection (d) below) on the date on which such issuance was
declared or otherwise announced by the Company (the “Determination Date”),
the number of shares of such class of Capital Stock into which each $1,000
principal amount of Securities shall be convertible after such record date
shall be determined by multiplying the number of shares of such class of
Capital Stock into which such principal amount of Securities was convertible
immediately prior to such record date by a fraction, of which the numerator
shall be the number of shares of such class of Capital Stock outstanding on the
Determination Date plus the number of additional shares of such class of
Capital Stock offered for subscription or purchase (or in the case of a right
or warrant to purchase securities convertible into such class of Capital Stock,
the aggregate number of additional shares of such class of Capital Stock into
which the convertible securities so offered are initially convertible), and of
which the denominator shall be the number of shares of such class of Capital
Stock outstanding on the Determination Date plus the number of shares of such
class of Capital Stock obtained by dividing the aggregate offering price of the
total number of shares so offered (or, in the case of a right or warrant to
purchase securities convertible into such class of Capital Stock, the aggregate
initial conversion price of the convertible securities so offered, after adding
thereto the aggregate exercise price of such rights or warrants computed on the
basis of the maximum number of shares of such class of Capital Stock
issuable upon conversion of such convertible securities) by such current market
price.  Shares of such class of Capital
Stock of the Company owned by or held for the account of the Company shall not
be deemed outstanding for the purpose of any such computation.  Such adjustment shall be made successively
whenever such a record date is fixed; and to the extent that shares of such
class of Capital Stock are not delivered (or securities convertible into shares
of such class of Capital Stock are not delivered) after the expiration of such
rights or warrants (or, in the case of rights or warrants to purchase
securities convertible into such class of Capital Stock once exercised, the
expiration of the conversion right of such securities) the conversion rate
shall be readjusted to the conversion rate which would then be in effect had
the adjustments made upon the issuance of such rights or warrants (or
securities convertible into shares) been made upon the basis of delivery of
only the number of shares actually delivered. 
In the event that such rights or warrants are not so


 


83

















 


issued, the conversion rate shall again be
adjusted to be the conversion rate which would be in effect if such record date
had not been fixed.


 


(c)           In case the Company
shall fix a record date for the making of a distribution to all holders of the
class of Capital Stock into which Securities of such series are convertible
(including any such distribution made in connection with a consolidation or
merger in which the Company is the continuing corporation) of evidences of its
indebtedness or assets (excluding any cash dividends paid from earned surplus
and dividends payable in capital Stock for which adjustment is made pursuant to
subsection (a) above) or subscription rights or warrants (excluding
subscription rights or warrants to purchase the class of Capital Stock into
which securities of such series are convertible), the number of shares of such
class of Capital Stock into which each $1,000 principal amount of Securities of
such series shall be convertible after such record date shall be determined by
multiplying the number of shares of such class of Capital Stock into which such
principal amount of Securities was convertible immediately prior to such record
date by a fraction, of which the numerator shall be the fair market value of
the assets of the Company, after deducting therefrom all liabilities of the
Company and all preferences (including accrued but unpaid dividends) in respect
of classes of Capital Stock of the Company having a preference with respect to
the assets of the Company over such class of Capital Stock (all as determined
by the Board of Directors, whose determination shall be conclusive, and
described in an Officers’ Certificate, filed with the Trustee and each
conversion agent) on such record date, and of which the denominator shall be
such fair market value after deducting therefrom such liabilities and
preferences, less the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive, and described in a
statement filed with the Trustee and each conversion agent) of the assets or
evidences of indebtedness, so distributed or of such subscription rights or
warrants applicable, so distributed. 
Such adjustment shall be made successively whenever such a record date
is fixed; and in the event that such distribution is not so made, the
conversion rate shall again be adjusted to the conversion rate which would then
be in effect if such record date had not been fixed.


 


(d)           For the purpose of any
computation under subsection (b) above and Section 1406, the current
market price per share of the Capital Stock on any date as of which such price
is to be computed shall mean the average of the Closing Price Per Share for the
30 consecutive Business Days commencing 45 Business Days before such date.


 


(e)           No adjustment in the
conversion rate shall be required unless such adjustment would require a
cumulative increase or decrease of at least 1% in such rate; provided, however,
that any adjustments which by reason of this subsection (e) are not
required to be made shall be carried forward and


 


84

















 


taken into account in any subsequent
adjustment; and provided, further, that adjustments shall be
required and made in accordance with the provisions of this
Article Fourteen (other than this subsection (e)) not later than such
time as may be required in order to preserve the tax free nature of a
distribution for United States income tax purposes to the Holders of Securities
of the class of Capital Stock into which such Securities are convertible.  All calculations under this Article Fourteen
shall be made to the nearest cent or to the nearest one-thousandth of a share,
as the case may be.  Anything in this
Section 1405 to the contrary notwithstanding, the Company shall be
entitled to make such adjustments in the conversion rate, in addition to those
required by this Section 1405, as it in its discretion shall determine to
be advisable in order that any stock dividend, subdivision of shares,
distribution of rights to purchase stock or securities, or distribution of
securities convertible into or exchangeable for stock hereafter made by the
Company to its shareholders shall not be taxable for United States income tax
purposes.


 


(f)            Whenever the
conversion rate is adjusted, as herein provided, the Company shall promptly
file with the Trustees and with the office or agency maintained by the Company
for the conversion of Securities of such series pursuant to Section 1002,
a certificate of a firm of independent public accountants of recognized
national standing selected by the Board of Directors (who may be the regular
accountants employed by the Company) setting forth the conversion rate after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment and a computation thereof. 
Such certificate shall be conclusive evidence of the correctness of such
adjustment.  Neither the Trustee nor any
conversion agent shall be under any duty or responsibility with respect to any
such certificate or any facts or computations set forth therein, except to
exhibit said certificate from time to time to any Holder of Securities of such
series desiring to inspect the same. 
The Company shall promptly cause a notice setting forth the adjusted
conversion rate to be mailed to the Holders of Securities of such series, as
their names and addresses appear upon the registration books of the Company.


 


(g)           In the event that at
any time, as a result of shares of any other class of Capital Stock of the
Company becoming issuable in exchange or substitution for or in lieu of shares
of the class of Capital Stock into which such Securities are convertible or as
a result of an adjustment made pursuant to subsection (a) above, the
Holder of any Security of such series thereafter surrendered for conversion
shall become entitled to receive any shares of the Company other than shares of
the class of Capital Stock into which the Securities of such series are
convertible, thereafter the number of such other shares so receivable upon
conversion of any Security shall be subject to adjustment from time to time in
a manner and on terms as nearly equivalent as practicable to the provisions
with respect to the class of Capital Stock into which the Securities of such
series are convertible contained in subsections


 


85

















 


(a) to (k), inclusive, above, and the provisions
of this Article Fourteen with respect to the class of Capital Stock into
which the Securities of such series are convertible shall apply on like terms
to any such other shares.


 


(h)           In any case in which
this Section 1405 shall require that any adjustment be made effective as
of or retroactively immediately following a record date, the Company may elect
to defer (but only for five (5) Trading Days following the filing of the
statement referred to in Section 1408) issuing to the Holder of any Securities
converted after such record date the shares of Capital Stock issuable upon such
conversion over and above the shares of Capital Stock of the Company issuable
upon such conversion on the basis of the conversion price prior to adjustment; provided,
however, that the Company shall deliver to such Holder a due bill or
other appropriate instrument evidencing such Holder’s right to receive such
additional shares upon the occurrence of the event requiring such adjustment.


 


(i)            The conversion rate
with respect to any Original Issue Discount Securities, the terms of which
provide for convertibility, shall not be adjusted during the term of such
Original Issue Discount Securities for accrued original issue discount.


 


(j)            In the event that the
Securities of any series are convertible into more than one class of Capital
Stock, the provisions of this Section 1405 shall apply separately to
events affecting each such class.


 


(k)           No adjustment shall be
made pursuant to this Section 1405 (i) if the effect thereof would be to reduce
the conversion price below the par value (if any) of the Capital Stock or (ii)
subject to 1403(h) hereof, with respect to any Security that is converted prior
to the time such adjustment otherwise would be made.


 


Section 1406.         No
Fractional Shares to be Issued.


 


No fractional shares of Capital Stock shall
be issued upon conversions of Securities. 
If more than one Security of any series shall be surrendered for
conversion at one time by the same Holder, the number of full shares which
shall be issuable upon conversion thereof shall be computed on the basis of the
aggregate principal amount of the Securities of such series (or specified
portions thereof to the extent permitted hereby) so surrendered.  Instead of a fraction of a share of Capital
Stock which would otherwise be issuable upon conversion of any Security or
Securities (or specified portions thereof), the Company shall pay a cash
adjustment in respect of such fraction of a share in an amount equal to the
same fractional interest of the Closing Price Per Share of Capital Stock on the
Business Day next preceding the day of conversion.


 


86

















Section 1407.         Preservation
of Conversion Rights Upon

Consolidation, Merger, Sale or Conveyance.


 


In case of any consolidation of the Company
with, or merger of the Company into, any other corporation (other than a
consolidation or merger in which the Company is the continuing corporation), or
in the case of any sale or transfer of all or substantially all of the assets
of the Company, the corporation formed by such consolidation or the corporation
into which the Company shall have been merged or the corporation which shall
have acquired such assets, as the case may be, shall execute and deliver to the
Trustee, a supplemental indenture, subject to the provisions of Articles Eight
and Nine as they relate to supplemental indentures, providing that the Holder
of each Security then Outstanding of a series which was convertible into
Capital Stock shall have the right thereafter to convert such secutrity into
the kind and amount of shares and other securities and property, including
cash, receivable upon such conslidation, merger, sale or transfer by a holder
of the number of shares of Capital Stock of the Company into which such
securities might have been converted immediately prior to such consolidation,
merger, sale or transfer. Such supplemental indenture shall conform to the
provisions of the Trust Indenture Act and shall provide for adjustments which
shall be as nearly equivalent as may be practicable to teh adjustments provided
for in this Article Fourteen. Neither the Trustee nor any conversion agent
shall be under any responsibility to determine the correctness of any provision
contained in any such supplemental indenture relating either to the kind or
amount of shares of stock or other securities or property receivable by Holders
of Securities upon the conversion of their Securities after any such
consolidation, merger, sale or transfer, or to any adjustment to be made with
respect thereto and, subject to the provisions of Section 601, may accept
as conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, an Opinion of Counsel with respect thereto. If in
the case of any such consolidation, merger, sale or transfer, the stock or
other securities and property receivable by a Holder of Securities includes
stock or other securities and property of a corporation other than the
successor or purchasing corporation, then such supplemental indenture shall
also be executed by such other corporation and shall contain such additional
provisions to protect the interests of the Holders of the Securities as the
Board of Directors shall reasonably consider necessary. The above provisions of
this Section 1407 shall similarly apply to successive consolidations,
mergers, sales or transfers.


 


Section 1408.         Notice to
Holders of Securities of a Series

Prior to Taking Certain Types of Action.


 


With respect to the Securities of any series,
in case:


 


(a)           the
Company shall authorize the issuance to all holders of the class of Capital
Stock into which Securities of such series are convertible of rights or
warrants to subscribe for or purchase shares of its Capital Stock or any other
right;


 


 


 


87

















 


(b)           the Company shall
authorize the distribution to all holders of the class of Capital Stock into
which Securities of such series are convertible of evidences of its
indebtedness or assets (except for the exclusions with respect to certain
dividends set forth in Section 1405(c));


 


(c)           of any subdivision,
combination or reclassification of the class of Capital Stock into which
Securities of such series are convertible or of any consolidation or merger to
which the Company is a party and for which approval by the shareholders of the
Company is required, or of the sale or transfer of all or substantially all of
the assets of the Company; or


 


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


 


then the Company shall cause to be filed with the Trustee and at the
office or agency maintained for the purpose of conversion of Securities of such
series pursuant to Section 1002, and shall cause to be mailed to the
Holders of Securities of such series, at their last addresses as they shall
appear upon the registration books of the Company, at least ten days prior to
the applicable record date hereinafter specified, a notice stating (i) the date
as of which the holders of such class of Capital Stock to be entitled to
receive any such rights, warrants or distribution are to be determined, or (ii)
the date on which any such subdivision, combination, reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation, winding up or
other action is expected to become effective, and the date as of which it is
expected that holders of record of such class of Capital Stock shall be
entitled to exchange their Capital Stock of such class for securities or other
property, if any, deliverable upon such subdivision, combination,
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation, winding up or other action. 
The failure to give the notice required by this Section 1408 or any
defect therein shall not affect the legality or validity of any distribution,
right, warrant, subdivision, combination, reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation, winding up or other action,
or the vote upon any of the foregoing. 
Such notice shall also be published by and at the expense of the Company
not later than the aforesaid filing date at least once in an Authorized
Newspaper.


 


Section 1409.         Covenant to Reserve Shares for Issuance

on Conversion of Securities.


 


The Company covenants that at all times it
will reserve and keep available out of each class of its authorized Capital
Stock, free from preemptive rights, solely for the purpose of issue upon
conversion of Securities of any series as herein provided, such number of
shares of Capital Stock of such class as shall then be issuable upon the
conversion of all outstanding Securities of such series.  The Company covenants that all shares of
Capital Stock which shall be so issuable shall, when issued or delivered, be
duly and validly issued shares of the class of authorized Capital Stock into
which Securities of such series are convertible, and


 


 


88

















 


shall be fully paid and nonassessable, free of all liens and charges
and not subject to preemptive rights and that, upon conversion, the appropriate
capital stock accounts of the Company will be duly credited.


 


Section 1410.         Compliance
with Governmental Requirements.


 


The Company covenants that if any shares of
Capital Stock required to be reserved for purposes of conversion of Securities
hereunder require registration or listing with or approval of any governmental
authority under any Federal or State law, pursuant to the Securities Act of
1933, as amended, or the Securities Exchange Act, or any national or regional
securities exchange on which such Capital Stock is listed at the time of
delivery of any shares of such Capital Stock, before such shares may be issued
upon conversion, the Company will use its best efforts to cause such shares to
be duly registered, listed or approved, as the case may be.


 


Section 1411.         Payment of
Taxes Upon Certificates for

Shares Issued Upon Conversion of Securities.


 


The issuance of certificates for shares of
Capital Stock upon the conversion of Securities shall be made without charge to
the converting Holders for any tax (including, without limitation, all
documentary and stamp taxes) in respect of the issuance and delivery of such
certificates, and such certificates shall be issued in the respective names of,
or in such names as may be directed by, the Holders of Securities converted; provided,
however, that the Company shall not be required to pay any tax which may
be payable in respect of any transfer involved in the issuance and delivery of
any such certificate in a name other than that of the Holder of the Security
converted, and the Company shall not be required to issue or deliver such
certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.


 


Section 1412.         Trustee’s
Duties with Respect

to Conversion Provisions.


 


The Trustee
and any conversion agent shall not at any time be under any duty or responsibility
to any Holder of Securities to determine whether any facts exist which may
require any adjustment of the conversion rate, or with respect to the method
employed, or herein or in any supplemental indenture provided to be employed,
in making the same.  Neither the Trustee
nor any conversion agent shall be accountable with respect to the registration
under securities laws, listing, validity or value (or the kind or amount) of
any shares of Capital Stock, or of any other securities or property, which may at
any time be issued or delivered upon the conversion of any Security; and
neither the Trustee nor any conversion agent makes any representation with
respect thereto.  Neither the Trustee
nor any conversion agent shall be responsible or liable for any failure of the
Company to make any cash payment or to issue, transfer or deliver any shares of
stock or stock certificates or


 


89

















 


other securities or property upon the
surrender of any Security for the purpose of conversion; and the Trustee,
subject to the provisions of Section 601, and any conversion agent shall
not be responsible or liable for any failure of the Company to comply with any
of the covenants of the Company contained in this Article Fourteen.


 


Section 1413.         Corporate Action Regarding

Par Value of Capital Stock.


 


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


 


Section 1414.         Company Determination Final.


 


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


 


ARTICLE FIFTEEN


 


Subordination


 


Section 1501.         Applicability of Article.


 


Securities
of any series which are subordinated shall be subordinated in accordance with
their terms (unless otherwise specified in one or more indentures supplemental
hereto or in a resolution of the Board of Directors as contemplated in
Section 301 for the Securities of any series) in accordance with this
Article.


 


Section 1502.         Agreement to Subordinate.


 


The Company
covenants and agrees, and each Holder of a subordinated Security or any Coupon
appertaining thereto issued hereunder, by his acceptance thereof, likewise covenants
and agrees, that all subordinated Securities and any Coupons appertaining
thereto shall be issued subject to the provisions of, any applicable indentures
supplemental hereto and/or Board Resolution as contemplated in Section 301
with respect to subordination of the rights of subordinated Debt to Senior
Debt.


 


90

















 


Section 1503.         Subrogation.


 


Subject to
the payment in full of all Senior Debt, the Holders of the subordinated
Securities and any Coupon appertaining thereto shall be subrogated (equally and
ratably with the holders of all obligations of the Company which by their
express terms are subordinated to Senior Debt of the Company) to the rights of
the holders of Senior Debt hereunder until the principal of and interest on
such subordinated Securities and the amounts owed pursuant to any such Coupons
appertaining thereto shall be paid in full; and otherwise as provided in an
applicable supplemental indenture and/or resolution of the Board of Directors
as contemplated in Section 301.


 


Nothing
contained in this Article or elsewhere in this Indenture or in the
subordinated Securities is intended to or shall impair, as between the Company,
its creditors other than the holders of Senior Debt, and the Holders of the
subordinated Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the subordinated Securities the
principal of and interest on the subordinated Securities and the amounts owed
pursuant to any Coupons appertaining thereto as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall
affect the relative rights against the Company of the Holders of the
subordinated Securities and creditors of the Company other than the holders of
Senior Debt, nor shall anything herein or therein prevent the Holder of any
subordinated Security or the Trustee on his behalf from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture,
subject to the rights, if any, under this Article of the holders of Senior
Debt in respect of cash, property or securities of the Company received upon
the exercise of any such remedy.


 


Upon any
payment or distribution of assets of the Company referred to in this Article,
the Trustee, subject to the provisions of Sections 601 and 603, and the Holders
of the subordinated Securities and any Coupons appertaining thereto shall be
entitled to rely upon any order or decree made by any court of competent jurisdiction
in which such insolvency, bankruptcy, dissolution, winding-up, liquidation,
arrangement or reorganization proceedings are pending, or a certificate of the
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of the subordinated Securities and of any Coupons appertaining thereto, for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article.


 


Section 1504.         Authorization by Holders of Subordinated
Securities.


 


Each Holder
of a subordinated Security or Coupon appertaining thereto by his acceptance
thereof authorizes the Trustee on his behalf to take such


 


91

















 


action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.


 


Section 1505.         Notice to
Trustee.


 


The Company shall give prompt written notice
to the Trustee and to any Paying Agent of any fact known to the Company which
would prohibit the making of any payment of moneys to or by the Trustee or any
paying agent in respect of the subordinated Securities or any Coupons
appertaining thereto pursuant to the provisions of this Article.  Regardless of anything to the contrary
contained in this Article or elsewhere in this Indenture, the Trustee
shall not be charged with knowledge of the existence of any Senior Debt or of
any default or event of default with respect to any Senior Debt or of any other
facts which would prohibit the making of any payment of moneys to or by the
Trustee in respect of the subordinated Securities or any Coupons appertaining
thereto, unless and until the Trustee shall have received notice in writing at
its Corporate Trust Office to that effect signed by an officer of the Company,
or by a holder or agent of a holder of Senior Debt who shall have been
certified by the Company or otherwise established to the reasonable
satisfaction of the Trustee to be such holder or agent, or by the trustee under
any indenture pursuant to which Senior Debt shall be outstanding, and, prior to
the receipt of any such written notice, the Trustee shall, subject to Sections
601 and 603, be entitled to assume that no such facts exist; provided
that if on a date at least two Business Days prior to the date upon which by
the terms hereof any such moneys shall become payable for any purpose
(including, without limitation, the payment of the principal of or interest on
any Security) the Trustee shall not have received with respect to such moneys
the notice provided for in this section, then, regardless of anything herein to
the contrary, the Trustee shall have full power and authority to receive such
moneys and to apply the same to the purpose for which they were received, and
shall not be affected by any notice to the contrary which may be received by it
on or after such prior date.


 


Regardless of anything to the contrary herein
nothing shall prevent (a) any payment by the Company or the Trustee to the
Holders of subordinated Securities of amounts in connection with a redemption
of subordinated Securities if (i) notice of such redemption has been given
pursuant to Article Eleven prior to the receipt by the Trustee of written
notice as aforesaid, and (ii) such notice of redemption is given not earlier
than 60 days before the redemption date, or (b) any payment by the Trustee to
the Holders of subordinated Securities of amounts deposited with it pursuant to
Section 1302.


 


Subject to Sections 601 and 603, the Trustee
shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee or other
representative on behalf of such holder) to establish that such notice has been
given by a holder of Senior Debt or a trustee or other representative on behalf
of any such holder.  In the event that
the Trustee


 


92

















 


determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Debt to participate in any
payment or distribution pursuant to this Article, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Debt held by such Person, the extent to which such Person
is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.


 


Section 1506.         Trustee’s
Relation to Senior Debt.


 


The Trustee and any agent of the Company or
the Trustee shall be entitled to all the rights set forth in this Article with
respect to any Senior Debt which may at any time be held by it in its
individual or any other capacity to the same extent as any other holder of
Senior Debt and nothing in the Trust Indenture Act or in this Indenture shall
deprive the Trustee or any such agent of any of its rights as such holder.  Nothing in this Article shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 607.


 


With respect to the holders of Senior Debt,
the Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article, and no implied
covenants or obligations with respect to the holders of Senior Debt shall be
read into this Indenture against the Trustee. 
The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Debt and, subject to the provisions of Sections 601 and 603, the
Trustee shall not be liable to any holder of Senior Debt if it shall in good
faith pay over or deliver to Holders of subordinated Securities, the Company or
any other Person moneys or assets to which any holder of Senior Debt shall be
entitled by virtue of this Article or otherwise.


 


Section 1507.         No
Impairment of Subordination.


 


No right of any present or future holder of
any Senior Debt to enforce subordination as herein provided shall at any time
in any way be prejudiced or impaired by any act or failure to act on the part
of the Company or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof which any such
holder may have or otherwise be charged with.


 


93

















 


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.


 


 


	
   

  	
  FOSTER WHEELER CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    Robert Iseman

  	
   

  
	
   

  	
   

  	
  Name: Robert Iseman

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HARRIS TRUST AND SAVINGS BANK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    Carolyn Potter

  	
   

  
	
   

  	
  Name: Carolyn Potter

  
	
   

  	
  Title: Assistant Vice President

  
					



 


 


[SEAL]


 


94

















 


FIRST SUPPLEMENTAL INDENTURE dated as of the
25th day of May, 2001, among (i) FOSTER WHEELER LLC, a limited liability
company duly organized and existing under the laws of the State of Delaware
(the “Company”) and successor by merger to the obligations of Foster
Wheeler Corporation, a corporation organized and existing under the laws of the
State of New York (“FWC”); (ii) FOSTER WHEELER USA CORPORATION, a corporation
duly organized and existing under the laws of the State of Delaware (“USA
Corp.”); (iii) FOSTER WHEELER ENERGY INTERNATIONAL, INC., a corporation
duly organized and existing under the laws of the State of Delaware; (“Energy
International”); (iv) FOSTER WHEELER ENERGY CORPORATION, a corporation duly
organized and existing under the laws of the State of Delaware (“Energy Corp.”
and together with USA Corp. and Energy International, the “Co-obligors”
and each a “Co-obligor”); (v) FOSTER WHEELER US HOLDINGS, INC., a
corporation duly organized and existing under the laws of the State of Delaware
(the “US Holdings”); (vi) FOSTER WHEELER INTERNATIONAL HOLDINGS, INC., a
corporation duly organized and existing under the laws of the State of Delaware
(“International Holdings”, and together with US Holdings, the “New
Guarantors” and each, a “New Guarantor”); and (vii) BNY MIDWEST
TRUST COMPANY, an Illinois banking corporation, as Trustee (the “Trustee”)
and successor to the obligations of Harris Trust and Savings Bank, an Illinois
banking corporation (“Harris Trust”).


 


WHEREAS, FWC and Harris Trust, have entered
into an Indenture dated as of November 15, 1995 (the “Indenture”) to
provide for the issuance from time to time of FWC’s unsecured debentures, notes
or other evidences of indebtedness, which may be convertible into shares of
Capital Stock (as such term is defined in the Indenture) of FWC to be issued in
one or more series.


 


WHEREAS, Section 801 of the Indenture
provides that the Company shall expressly assume, by supplemental indenture
satisfactory in form to the Trustee, the due and punctual payment of the
principal of and any premium and interest on all of the Securities, according
to their tenor, and the due and punctual performance and observance of all of
the covenants and conditions of the Indenture to be performed and observed by
FWC.


 


WHEREAS, Section 901 of the Indenture
provides that FWC may enter into one or more supplemental indentures without
the written consent of any Holders (as such term is defined in the Indenture),
when authorized by a Board Resolutions (as such term is defined in the
Indenture) and in form satisfactory to the Trustee, to add to the covenants of
FWC for the benefit of the Holders of all or any Series of Securities or to
surrender any right or power herein conferred upon FWC.


 


WHEREAS, all acts and things prescribed by
the Indenture, by law and by the Certificate of Incorporation and the by-laws
of the Company, the Co-obligors, the New Guarantors and of the Trustee
necessary to make this First Supplemental Indenture a valid instrument legally
binding on the Company, the Co-obligors, the New Guarantors and the Trustee, in
accordance with its terms, have been duly done and performed.


 

















 


WHEREAS, FWC on November 15, 1995 issued
$200 million in aggregate principal amount of its 63/4%
Notes due November 15, 2005 (the “Notes”) pursuant to the Indenture
on behalf of the holders from time to time of the Notes (the “Noteholders”);
and


 


WHEREAS, USA Corp., Energy International and
Energy Corp. issued a Guaranty dated February 12, 1999 (the “Guaranty”) to
guaranty as primary obligor the full and prompt payment when due (whether at
the stated maturity, by acceleration of otherwise) of the principal of,
premium, if any, and interest on, the Notes, together with all the other
obligations and liabilities of FWC to the Noteholders in respect of the Notes and
to Harris Trust in its capacity as such under the Indenture (including, in each
case, without limitation, indemnities, fees and interest thereon), whether now
existing or hereafter incurred, and the due performance and compliance by FWC
with all of the terms, conditions and agreements contained in the Notes and the
Indenture to Harris Trust and the Noteholders.


 


WHEREAS, all conditions precedent to
supplement the Indenture have been met.


 


NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company, the Co-obligors, the
New Guarantors and the Trustee agree as follows for the benefit of each other
and for the equal and proportionate benefit of the Noteholders or of series
thereof.


 


1.             Section 101.         Definitions.


 


1.1           The definition of “Paying Agent” set
forth in Section 101 of the Indenture is hereby amended to read in its
entirety as follows:


 


“Paying Agent” means any Person
authorized by the Company, any Co-obligor or any New Guarantor to pay the
principal of or any premium or interest on any Securities on behalf of the
Company, a Co-obligor or a New Guarantor.


 


1.2           The definitions of “Co-obligor” and
of “Co-obligor Request” are hereby added after the definition of
“Convertible Holder” to read in its entirety as follows:


 


“Co-obligor” means each of USA Corp.,
Energy International, Energy Corp. until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
“Co-obligor” shall mean such successor Person.


 


“Co-obligor Request” means a written
request signed in the name of any Co-obligor by both (i) its Chairman of the
Board of Directors, its Vice Chairman of the Board of Directors, its President
or a Vice President, and (ii) its Treasurer, an Assistance Treasurer, its
Controller, an Assistant Controller, its Secretary or an Assistant Secretary,
and delivered to the Trustee.


 


1.3           The definitions of “New Guarantor”
and of “New Guarantor Request” are hereby added after the definition of
“NASDAQ” to read in its entirety as follows:


 


2

















 


“New Guarantor” means each of US
Holdings and International Holdings until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
“New Guarantor” shall mean such successor Person.


 


“New Guarantor Request” means a
written request signed in the name of any New Guarantor by both (i) its
Chairman of the Board of Directors, its Vice Chairman of the Board of
Directors, its President or a Vice President, and (ii) its Treasurer, an
Assistance Treasurer, its Controller, an Assistant Controller, its Secretary or
an Assistant Secretary, and delivered to the Trustee.


 


2.             Section 1001.               Payment of
Principal, Premium and Interest


 


2.1           Section 1001 is hereby amended to read
in its entirety as follows:


 


The Company, each Co-obligor and each New
Guarantor, jointly and severally, covenant and agree for the benefit of each
series of Securities that they will duly and punctually pay or cause to be paid
the principal of, and any premium and interest on, the Securities of that
series and all amounts due to the Trustee in accordance with the terms of the
Securities and this Indenture.


 


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


 


3.1           Any reference made in Section 1003 to
the “Company” is hereby amended to include the “Company” and/or a “Co-obligor”
and/or a ‘New Guarantor”.


 


3.2           Any reference made in Section 1003 to
the “Company Request” is hereby amended to include “the Company Request and/or
the Co-obligor Request and/or the New Guarantor Request”.


 


4.             Section 1006.               Certificate of
Compliance


 


4.1           The language in Section 1006 is hereby
amended to read in its entirety as follows:


 


The Company, each Co-obligor and each New
Guarantor shall deliver a certificate of its compliance to the Trustee on or
before April 30 of each year pursuant to section 314(a)(4) of the
Trust Indenture Act.


 


5.             Miscellaneous


 


5.1           Pursuant to Section 801 of the
Indenture, the Company hereby expressly assumes the due and punctual payment of
the principal of and any premium and interest on all of the Securities,
according to their tenor, and the due and punctual performance and observance
of all of the covenants and conditions of the Indenture to be performed and
observed by FWC.


 


3

















 


5.2           The Guarantors (as defined in the Guaranty)
shall become co-obligors under the Guaranty.


 


5.3           The New Guarantors will become guarantors
under the Guaranty.


 


5.4           The New Guarantors agree to be bound by the
Guaranty.


 


6.             Final Provisions


 


Except as amended and supplemented hereby,
the Indenture is hereby ratified and confirmed in all respects and shall remain
in full force and effect.


 


This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York but
without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be
required thereby.


 


The parties may sign any number of copies of
this Supplemental Indenture and may sign such in counterparts.  Each signed counterpart copy shall be an
original, but all of them together represent the signed agreement.  One signed copy is enough to prove this
Supplemental Indenture.


 


This Supplemental Indenture shall become
effective upon the later of (i) 5:00pm, May 25, 2001 and (ii) the
effectiveness of the merger agreement among the Company, Foster Wheeler Ltd.
and FWC.


 


*    *   *


 


4

















 


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


 


 


	
   

  	
  FOSTER WHEELER LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Robert D. Iseman

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FOSTER WHEELER USA CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Robert A. Koeckert

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert A. Koeckert

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FOSTER WHEELER ENERGY INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Robert D. Iseman

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FOSTER WHEELER ENERGY CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Robert A. Koeckert

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert A. Koeckert

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FOSTER WHEELER US HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert D. Iseman

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


5

















 


	
   

  	
  FOSTER WHEELER INTERNATIONAL

  
	
   

  	
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert D. Iseman

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BNY MIDWEST TRUST COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ C. Potter

  	
   

  
	
   

  	
   

  	
  Name:

  	
     C. Potter

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 


6