Exhibit 4.1


 


QWEST
COMMUNICATIONS INTERNATIONAL INC.


 


and


 


U.S. BANK
NATIONAL ASSOCIATION


 


as Trustee


 










 


Senior Debt
Securities Indenture


 


Dated as of November 8,
2005


 










 





















 


Qwest
Communications International Inc.


 


Reconciliation
and tie between Trust Indenture Act


of 1939 and
Indenture, dated as of November 8, 2005


 


	
  Trust Indenture

  Act Section

  	
   

  	
   

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 310(a)(1)

  	
   

  	
   

  	
   

  	
  7.09

  
	
  (a)(2)

  	
   

  	
   

  	
   

  	
  7.09

  
	
  (a)(3)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
  (a)(4)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
  (a)(5)

  	
   

  	
   

  	
   

  	
  7.09

  
	
  (b)

  	
   

  	
   

  	
   

  	
  7.08, 7.10

  
	
  (c)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 311(a)

  	
   

  	
   

  	
   

  	
  7.13

  
	
  (b)

  	
   

  	
   

  	
   

  	
  7.13

  
	
  (c)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 312(a)

  	
   

  	
   

  	
   

  	
  7.15, 7.16

  
	
  (b)

  	
   

  	
   

  	
   

  	
  7.16(b)

  
	
  (c)

  	
   

  	
   

  	
   

  	
  7.16(c)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 313(a)

  	
   

  	
   

  	
   

  	
  7.17

  
	
  (b)

  	
   

  	
   

  	
   

  	
  7.17

  
	
  (c)

  	
   

  	
   

  	
   

  	
  7.17

  
	
  (d)

  	
   

  	
   

  	
   

  	
  7.17(b)

  
	
  § 314(a) (1) – (3)

  	
   

  	
   

  	
   

  	
  7.18

  
	
  (a)(4)

  	
   

  	
   

  	
   

  	
  4.05

  
	
  (b)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
  (c)(1)

  	
   

  	
   

  	
   

  	
  1.02, 9.01

  
	
  (c)(2)

  	
   

  	
   

  	
   

  	
  1.02, 9.01

  
	
  (c)(3)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
  (d)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
  (e)

  	
   

  	
   

  	
   

  	
  1.02

  
	
  (f)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 315(a)

  	
   

  	
   

  	
   

  	
  7.01, 7.03

  
	
  (b)

  	
   

  	
   

  	
   

  	
  7.02

  
	
  (c)

  	
   

  	
   

  	
   

  	
  7.01

  



 


i





















 


	
  Trust Indenture

  Act Section

  	
   

  	
   

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
   

  	
   

  	
  7.01

  
	
  (e)

  	
   

  	
   

  	
   

  	
  6.14

  
	
  § 316(a)(1)(A)

  	
   

  	
   

  	
   

  	
  6.12

  
	
  (a)(1)(B)

  	
   

  	
   

  	
   

  	
  6.13

  
	
  (a)(2)

  	
   

  	
   

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
   

  	
   

  	
  6.08

  
	
  (c)

  	
   

  	
   

  	
   

  	
  1.04

  
	
  § 317(a)(1)

  	
   

  	
   

  	
   

  	
  6.03

  
	
  (a)(2)

  	
   

  	
   

  	
   

  	
  6.04

  
	
  (b)

  	
   

  	
   

  	
   

  	
  4.03

  
	
  § 318(a)

  	
   

  	
   

  	
   

  	
  1.07

  



 


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


 


ii





















 


TABLE OF
CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE ONE
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01

  	
  Definitions

  	
  4

  
	
  SECTION 1.02

  	
  Compliance
  Certificates and Opinions

  	
  11

  
	
  SECTION 1.03

  	
  Form of
  Documents Delivered to Trustee

  	
  11

  
	
  SECTION 1.04

  	
  Acts of
  Holders; Record Dates

  	
  12

  
	
  SECTION 1.05

  	
  Notices,
  Etc., to Trustee and Company

  	
  14

  
	
  SECTION 1.06

  	
  Notice to
  Holders; Waiver

  	
  14

  
	
  SECTION 1.07

  	
  Conflict
  with Trust Indenture Act

  	
  15

  
	
  SECTION 1.08

  	
  Effect of
  Headings and Table of Contents

  	
  15

  
	
  SECTION 1.09

  	
  Successors

  	
  15

  
	
  SECTION 1.10

  	
  Separability
  Clause

  	
  15

  
	
  SECTION 1.11

  	
  Benefits of
  Indenture

  	
  15

  
	
  SECTION 1.12

  	
  Governing
  Law

  	
  15

  
	
  SECTION 1.13

  	
  Legal
  Holidays

  	
  16

  
	
  SECTION 1.14

  	
  No Recourse
  Against Others

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO
  THE SECURITIES

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01

  	
  Forms
  Generally

  	
  16

  
	
  SECTION 2.02

  	
  Form of Face
  of Security

  	
  17

  
	
  SECTION 2.03

  	
  Form of
  Reverse of Security

  	
  19

  
	
  SECTION 2.04

  	
  Securities
  in Global Form

  	
  23

  
	
  SECTION 2.05

  	
  Form of
  Trustee’s Certificate of Authentication

  	
  23

  
	
  SECTION 2.06

  	
  Amount of
  Securities Issuable Unlimited; Issuable in Series

  	
  24

  
	
  SECTION 2.07

  	
  Denominations

  	
  27

  
	
  SECTION 2.08

  	
  Execution,
  Authentication, Delivery and Dating

  	
  27

  
	
  SECTION 2.09

  	
  Temporary
  Securities

  	
  29

  
	
  SECTION 2.10

  	
  Registration,
  Registration of Transfer and Exchange

  	
  29

  
	
  SECTION 2.11

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
  32

  
	
  SECTION 2.12

  	
  Payment of
  Interest; Interest Rights Preserved

  	
  33

  
	
  SECTION 2.13

  	
  Persons
  Deemed Owners

  	
  34

  
	
  SECTION 2.14

  	
  Cancellation

  	
  34

  
	
  SECTION 2.15

  	
  Computation
  of Interest

  	
  34

  
	
  SECTION 2.16

  	
  CUSIP
  Numbers

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  THREE REDEMPTION OF SECURITIES

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01

  	
  Applicability
  of Article

  	
  35

  
	
  SECTION 3.02

  	
  Election to
  Redeem; Notice to Trustee

  	
  35

  
	
  SECTION 3.03

  	
  Selection by
  Trustee of Securities to Be Redeemed

  	
  35

  
	
  SECTION 3.04

  	
  Notice of
  Redemption

  	
  36

  
	
  SECTION 3.05

  	
  Deposit of
  Redemption Price

  	
  37

  



 


1





















 


	
  SECTION 3.06

  	
  Securities
  Payable on Redemption Date

  	
  37

  
	
  SECTION 3.07

  	
  Securities
  Redeemed in Part

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR
  COVENANTS

  	
  38

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01

  	
  Payment of
  Principal, Premium and Interest

  	
  38

  
	
  SECTION 4.02

  	
  Maintenance
  of Office or Agency

  	
  38

  
	
  SECTION 4.03

  	
  Money for
  Security Payments to be Held in Trust

  	
  39

  
	
  SECTION 4.04

  	
  Statement by
  Officers as to Default

  	
  40

  
	
  SECTION 4.05

  	
  Waiver of
  Certain Covenants

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE
  SUCCESSORS

  	
  40

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01

  	
  Merger,
  Consolidation or Sale of Assets

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX
  REMEDIES

  	
  41

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01

  	
  Events of
  Default

  	
  41

  
	
  SECTION 6.02

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
  42

  
	
  SECTION 6.03

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
  43

  
	
  SECTION 6.04

  	
  Trustee May
  File Proofs of Claim

  	
  44

  
	
  SECTION 6.05

  	
  Trustee May
  Enforce Claims Without Possession of Securities

  	
  44

  
	
  SECTION 6.06

  	
  Application
  of Money Collected

  	
  45

  
	
  SECTION 6.07

  	
  Limitation
  on Suits

  	
  45

  
	
  SECTION 6.08

  	
  Unconditional
  Right of Holders to Receive Principal, Premium and Interest

  	
  46

  
	
  SECTION 6.09

  	
  Restoration
  of Rights and Remedies

  	
  46

  
	
  SECTION 6.10

  	
  Rights and
  Remedies Cumulative

  	
  46

  
	
  SECTION 6.11

  	
  Delay or
  Omission Not Waiver

  	
  46

  
	
  SECTION 6.12

  	
  Control by
  Holders

  	
  47

  
	
  SECTION 6.13

  	
  Waiver of
  Past Defaults

  	
  47

  
	
  SECTION 6.14

  	
  Undertaking
  for Costs

  	
  47

  
	
  SECTION 6.15

  	
  Waiver of
  Stay or Extension Laws

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  SEVEN THE TRUSTEE

  	
  48

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01

  	
  Certain
  Duties and Responsibilities

  	
  48

  
	
  SECTION 7.02

  	
  Notice of
  Defaults

  	
  48

  
	
  SECTION 7.03

  	
  Certain
  Rights of Trustee

  	
  48

  
	
  SECTION 7.04

  	
  Trustee Not
  Responsible for Recitals or Issuance of Securities

  	
  49

  
	
  SECTION 7.05

  	
  Trustee May
  Hold Securities

  	
  49

  
	
  SECTION 7.06

  	
  Money Held
  in Trust

  	
  50

  
	
  SECTION 7.07

  	
  Compensation
  and Reimbursement

  	
  50

  
	
  SECTION 7.08

  	
  Conflicting
  Interests

  	
  51

  
	
  SECTION 7.09

  	
  Corporate
  Trustee Required; Eligibility

  	
  51

  
	
  SECTION 7.10

  	
  Resignation
  and Removal; Appointment of Successor

  	
  51

  
	
  SECTION 7.11

  	
  Acceptance
  of Appointment by Successor

  	
  53

  
	
  SECTION 7.12

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
  54

  



 


2





















 


	
  SECTION 7.13

  	
  Preferential
  Collection of Claims Against Company

  	
  54

  
	
  SECTION 7.14

  	
  Appointment
  of Authenticating Agent

  	
  54

  
	
  SECTION 7.15

  	
  Company to
  Furnish Trustee Names and Addresses of Holders

  	
  56

  
	
  SECTION 7.16

  	
  Preservation
  of Information; Communications to Holders

  	
  56

  
	
  SECTION 7.17

  	
  Reports by
  Trustee

  	
  56

  
	
  SECTION 7.18

  	
  Reports by
  Company

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  EIGHT SATISFACTION AND DISCHARGE

  	
  57

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01

  	
  Satisfaction
  and Discharge of Indenture

  	
  57

  
	
  SECTION 8.02

  	
  Application
  of Trust Money

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE
  DEFEASANCE AND COVENANT DEFEASANCE

  	
  58

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01

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

  	
  58

  
	
  SECTION 9.02

  	
  Defeasance
  and Discharge

  	
  58

  
	
  SECTION 9.03

  	
  Covenant
  Defeasance

  	
  59

  
	
  SECTION 9.04

  	
  Conditions
  to Defeasance or Covenant Defeasance

  	
  59

  
	
  SECTION 9.05

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

  	
  62

  
	
  SECTION 9.06

  	
  Reinstatement

  	
  62

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN
  SUPPLEMENTAL INDENTURES

  	
  63

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01

  	
  Supplemental
  Indentures Without Consent of Holders

  	
  63

  
	
  SECTION 10.02

  	
  Supplemental
  Indentures with Consent of Holders

  	
  64

  
	
  SECTION 10.03

  	
  Execution of
  Supplemental Indentures

  	
  65

  
	
  SECTION 10.04

  	
  Effect of
  Supplemental Indentures

  	
  65

  
	
  SECTION 10.05

  	
  Conformity
  with Trust Indenture Act

  	
  65

  
	
  SECTION 10.06

  	
  Reference in
  Securities to Supplemental Indentures

  	
  65

  



 


3





















 


Indenture, dated as of November 8, 2005,
between Qwest Communications International Inc., a Delaware corporation (herein
called the “Company”), having its principal office at 1801 California Street,
Denver, Colorado 80202 and U.S. Bank National Association, a national banking
association, as Trustee (herein called the “Trustee”).


 


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 (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 mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders
of the Securities or of each series thereof, as follows:


 


ARTICLE ONE


 


Definitions and Other Provisions of General
Application


 


SECTION 1.01                       Definitions


 


For all purposes of this Indenture
(including, with respect to any particular series of Securities, the terms of
that particular series established as contemplated by Section 2.06),
except as otherwise expressly provided or unless the context otherwise
requires:


 


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


 


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


 


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


 


(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; and


 


4





















 


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


 


Whenever this Indenture refers to a provision
of the Trust Indenture Act, the provision is incorporated by reference in and
made a part of this Indenture.


 


The following Trust Indenture Act terms used
in this Indenture have the following meanings:


 


“indenture securities” means the Securities;


 


“indenture security holder” means a Holder of
a Security;


 


“indenture to be qualified” means this
Indenture;


 


“indenture trustee” or “institutional trustee”
means the Trustee; and


 


“obligor” on the Securities means the Company
and any successor obligor under the Securities.


 


All other terms used in this Indenture that
are defined by the Trust Indenture Act, defined by the Trust Indenture Act in
reference to another statute or defined by Commission rule under the Trust
Indenture Act, have the meanings so assigned to them.


 


“Act”, when used with respect to any Holder,
has the meaning specified in Section 1.04.


 


“Affiliate” means, with respect to any
specified Person, 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.  No
individual shall be deemed to be controlled by or under common control with any
specified Person solely by virtue of his or her status as an employee or
officer of such specified Person or of any other Person controlled by or under
common control with such specified Person.


 


“Authenticating Agent” means any Person
authorized by the Trustee pursuant to Section 7.14 hereof to act on behalf
of the Trustee to authenticate Securities.


 


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


 


“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.


 


5





















 


“Business Day” when used with respect to any
Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment are
authorized or obligated by law or executive order to close.


 


“Capital Stock” of any Person means any and
all shares, interests, participations or other equivalents (however designated)
of stock of, or other ownership interests in, such Person.


 


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


 


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


 


“Company Request” or “Company Order” means a
written request or order signed in the name of the Company by a Responsible
Officer and delivered to the Trustee.


 


“Corporate Trust Office” means the principal
office of the Trustee at which at any particular time its corporate trust
business shall be administered, which address, as of the date of execution and
delivery of this Indenture, is located at 950 Seventeenth Street, Suite 300,
Denver, Colorado, 80202.


 


“Corporation” means a corporation,
association, company, joint-stock company, limited liability company, or
business trust.


 


“Covenant Defeasance” has the meaning
specified in Section 9.03.


 


“Currency Agreement” means, with respect to
any Person, any foreign currency protection agreement, any foreign exchange
contract, forward contracts, currency swap agreement, currency option agreement
or other similar agreement or arrangement to which such Person is a party or by
which such Person is a party or by which it is bound.


 


“Debt” has the meaning specified in the
applicable Board Resolution, supplemental indenture or Officer’s Certificate
relating to a particular series of Securities.


 


“Default” means an event that is, or after
notice or passage of time, or both, would be, an Event of Default with respect
to Securities of any particular series.


 


“Defaulted Interest” has the meaning
specified in Section 2.12.


 


“Defeasance” has the meaning specified in Section 9.02.


 


“Defeasible Covenant” has the meaning
specified in Section 9.03.


 


6





















 


“Depositary” shall mean, with respect to
Securities of any series issuable or issued in whole or in part in the form of
one or more Global Securities, the Person specified in Section 2.06 as the
Depositary with respect to the Securities, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.


 


“Dollars”, “Dollars”, “U.S.$”, “U.S. Dollars”
or “$” shall mean lawful money of the United States of America.


 


“Event of Default” has the meaning specified
in Section 6.01.


 


“Exchange Act” means the Securities Exchange
Act of 1934 and any statute successor thereto, in each case, as amended from
time to time.


 


“Foreign Government Obligation” has the
meaning specified in Section 9.04.


 


“Global Security” or “Global Securities” has
the meaning provided in Section 2.04.


 


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


 


“Indenture” means this instrument as
originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this instrument
and any such supplemental indenture, the provisions of the Trust Indenture Act
that are deemed to be a part of and govern this instrument and any such
supplemental indenture, respectively. 
With respect to any particular series of Securities, the term “Indenture”
shall also include the terms of that particular series of Securities
established as contemplated by Section 2.06.


 


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


 


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


 


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


 


“Notice of Default” means a written notice of
the kind specified in Section 6.01(3).


 


“Officer’s Certificate” means a certificate
signed by a Responsible Officer and delivered to the Trustee.


 


7





















 


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


 


“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 6.02.


 


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


 


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


 


(ii)           Securities
for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Securities;
provided, 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;


 


(iii)          Securities
which have been paid pursuant to Section 2.10 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant
to this Indenture, other than any such Securities in respect of which there
shall have been presented to the Trustee proof satisfactory to it that such
Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company; and


 


(iv)          Securities
as to which Defeasance has been effected pursuant to Section 9.02;


 


provided, however,
that in determining whether the Holders of the requisite principal amount of
the Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder, (A) the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 6.02, (B) the principal amount
of a Security denominated in one or more foreign currencies or currency units
shall be that number of Dollars into which the principal amount of such
Security may be converted, determined in the manner provided as contemplated by
Section 2.06, on the date of original issuance of such Security and (C) 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, waiver or other action, 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 of such other obligor.


 


8





















 


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


 


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


 


“Place of Payment”, when used with respect to
the Securities of any series, means the place or places where the principal of
and any premium and interest on the Securities of that series are payable as
specified as contemplated by Section 2.06.


 


“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 2.11
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same Debt as the mutilated, destroyed, lost or
stolen Security.


 


“Preferred Capital Stock”, as applied to the
Capital Stock of any Person, means Capital Stock of such Person of any class or
classes (however designated) that ranks prior, as to the payment of dividends
or as to the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding up of such Person, to shares of Capital
Stock of any other class of such Person.


 


“Record Expiration Date” has the meaning
specified in Section 1.04.


 


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


 


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


 


“Regular Record Date” for the interest
payable on any Interest Payment Date on the Securities of any series means the
date specified for that purpose as contemplated by Section 2.06.


 


“Responsible Officer” means the Chairman of
the Board, Chief Executive Officer, the President, the Chief Financial Officer,
the Controller, Chief Accounting Officer, a Vice President, the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, or
any other officer of the Company specified in the applicable Board Resolution,
supplemental indenture or Officer’s Certificate relating to a particular series
of Securities.


 


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


 


“Securities Act” means the Securities Act of
1933 and any statute successor thereto, in each case, as amended from time to
time.


 


9





















 


“Security Register” and “Security Registrar”
have the respective meanings specified in Section 2.10.


 


“Special Record Date” for the payment of any
Defaulted Interest means a date fixed by the Trustee pursuant to Section 2.12.


 


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


 


“Subsidiary” of any Person means (i) a
corporation more than 50% of the outstanding Voting Stock of which is owned,
directly or indirectly, by such Person or by one or more other Subsidiaries of
such Person or by such Person and one or more Subsidiaries thereof or (ii) any
other Person (other than a corporation) in which such Person, or one or more
other Subsidiaries of such Person or such Person and one or more other
Subsidiaries thereof, directly or indirectly, has at least a majority ownership
and power to direct the policies, management and affairs thereof.


 


“Successor Company” has the meaning specified
in Section 5.01.


 


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


 


“Trust Officer” means any officer in the
Corporate Trust Office 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.


 


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


 


 “U.S.
Government Obligation” has the meaning specified in Section 9.04.


 


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


 


“Voting Stock” of any Person means Capital
Stock of such Person which ordinarily has voting power for the election of
directors (or persons performing similar


 


10





















 


functions) of
such Person, whether at all times or only so long as no senior class of
securities has such voting power by reason of any contingency.


 


SECTION 1.02                       Compliance
Certificates and Opinions


 


Upon any application or request by the
Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act.  Each such certificate or opinion shall be
given in the form of an Officer’s Certificate, if to be given by an officer of
the Company, or an Opinion of Counsel, if to be given by counsel, and shall
comply with the requirements of the Trust Indenture Act and any other
requirement set forth in this Indenture.


 


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


 


(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 1.03                       Form of
Documents Delivered to Trustee


 


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


 


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


 


11





















 


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


 


SECTION 1.04                       Acts
of Holders; Record Dates


 


(a)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given or taken by Holders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 7.01) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section 1.04.


 


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


 


(c)           The
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given or taken by Holders
of Securities of such series; provided, that the Company may not set a record
date for, and the provisions of this paragraph shall not apply with respect to,
the giving or making of any notice, declaration, request or direction referred
to in the next paragraph.  If not set by
the Company prior to the first solicitation of a Holder of Securities of such
series made by any Person in respect of any such action, or, in the case of any
such vote, prior to such vote, the record date for any such action or vote
shall be the 30th day (or, if later, the date of the most recent list of
Holders required to be provided pursuant to Section 7.15) prior to such
first solicitation or vote, as the case may be. 
With regard to any record date for action to be taken by the Holders of
one or more series of


 


12





















 


Securities,
only the Holders of Securities of such series on such date (or their duly
designated proxies) shall be entitled to give or take, or vote on, the relevant
action.  If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; provided, that no such action shall be effective hereunder unless taken
on or prior to the applicable Record Expiration Date by Holders of the
requisite principal amount of Outstanding Securities of such series on such
record date.  Nothing in this paragraph
shall be construed to prevent the Company from setting a new record date for
any action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and
without any action by any Person be canceled and of no effect), nor shall
anything in this paragraph be construed to render ineffective any action taken
by Holders of the requisite principal amount of any Outstanding Securities of
the relevant series on the date such action is taken.  Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the matter(s) to be submitted for potential action by
Holders and the applicable Record Expiration Date to be given to the Trustee in
writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 1.06.


 


The Trustee may set any day as a record date
for the purpose of determining the Holders of Outstanding Securities of any
series entitled to join in the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration referred to in Section 6.02,
(iii) any request to institute proceedings referred to in Section 6.07(2) or
(iv) any direction referred to in Section 6.12, in each case, with
respect to Securities of such series.  If
any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided, that no such
action shall be effective hereunder unless taken on or prior to the applicable
Record Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date.  Nothing in this paragraph shall be construed
to prevent the Trustee from setting a new record date for any action for which
a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and without any action by any
Person be canceled and of no effect), nor shall anything in this paragraph be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such action is taken.  Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the Company’s
expense, shall cause notice of such record date, the matter(s) to be submitted
for potential action by Holders and the applicable Record Expiration Date to be
given to the Company in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 1.06.


 


With respect to any record date set pursuant
to this Section 1.04, the party hereto that sets such record date may
designate any day as the “Record Expiration Date” and from time to time may
change the Record Expiration Date to any earlier or later day; provided, that
no such change shall be effective unless notice of the proposed new Record
Expiration Date is given to the other party hereto in writing, and to each
Holder of Securities in the manner set forth in Section 1.06, on or before
the existing Record Expiration Date.  If
a Record Expiration Date is not designated with respect to any record date set
pursuant to this Section 1.04, the party hereto that set such record date
shall be deemed to have initially designated the 180th day after such


 


13





















 


record date as
the Record Expiration Date with respect thereto, subject to its right to change
the Record Expiration Date as provided in this paragraph.  Notwithstanding the foregoing, no Record
Expiration Date shall be later than the 180th day after the applicable record
date.


 


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


 


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


 


SECTION 1.05                       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 and mailed, first-class
postage prepaid, to or with the Trustee at its Corporate Trust Office,
Attention: Corporate Trust Services, 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, or dispatched for delivery (prepaid by the
sender) by an overnight courier service with written evidence of delivery required,
to the Company addressed to it at the address of its principal office specified
in the first paragraph of this instrument, marked “Attention: Corporate Trust
Services,” or at any other address previously furnished in writing to the
Trustee by the Company.


 


SECTION 1.06                       Notice
to Holders; Waiver


 


Where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, to each Holder entitled to receive such notice, at his address as it
appears in the Security Register, not later than the latest date (if any), and
not earlier than the earliest date (if any), prescribed for the giving of such
notice.  In any case where notice to
Holders is given by mail, neither the failure to mail 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


 


14





















 


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


 


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


 


SECTION 1.07                       Conflict
with Trust Indenture Act


 


If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required under
the Trust Indenture Act to be part of and govern this Indenture, 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.


 


SECTION 1.08                       Effect
of Headings and Table of Contents


 


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


 


SECTION 1.09                       Successors


 


All covenants and agreements in this
Indenture by the Company shall bind its successors.


 


SECTION 1.10                       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 1.11                       Benefits
of Indenture


 


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


 


SECTION 1.12                       Governing
Law


 


THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


15





















 


SECTION 1.13                       Legal
Holidays


 


In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of 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 1.13) 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 at such Place of Payment with the same force and effect (including with
respect to the accrual of interest) as if made on the Interest Payment Date or
Redemption Date or at the Stated Maturity; provided, that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be.


 


SECTION 1.14                       No
Recourse Against Others


 


No recourse for the payment of the principal
of, premium, if any, or interest on any of the Securities, or for any claim
based thereon or otherwise in respect thereof, and no recourse under or upon
any obligation, covenant or agreement of the Company contained in this
Indenture, or in any of the Securities, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator or
against any past, present or future partner, shareholder, other equity holder,
officer, director, employee or controlling person, as such, of the Company or
of any successor Person, either directly or through the Company or any
successor Person, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability, either at common law or in equity
or by constitution or statute, is hereby waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issuance of
the Securities.


 


ARTICLE TWO


 


The Securities


 


SECTION 2.01                       Forms
Generally


 


The Securities of each series shall be in
substantially the form set forth in this Article Two, or in such other
form as shall be established (i) by Board Resolution, or (ii) pursuant
to authority granted by a Board Resolution or (iii) in one or more
indentures supplemental hereto, in each case, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistent herewith, be determined by the officer or officers of the Company
executing such Securities, as evidenced by their execution of the
Securities.  If the form of Securities of
any series is established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 2.08
for the authentication and delivery of such Securities.


 


16





















 


The Trustee’s certificates of authentication
shall be in substantially the form set forth at Section 2.05.


 


The definitive Securities shall be printed,
lithographed or engraved or produced by any combination of these methods on
steel engraved borders or may be produced in any other manner permitted by the rules of
any securities exchange on which the Securities may be listed, all as
determined by the officer or officers of the Company executing such Securities,
as evidenced by their execution of such Securities.


 


SECTION 2.02                       Form of
Face of Security


 


[Insert any legend required by the Internal
Revenue Code and the regulations thereunder.]


 


QWEST
COMMUNICATIONS INTERNATIONAL INC.


 


	
  CUSIP No.

  	
   

  	
  $[                   ]

  



 


QWEST COMMUNICATIONS INTERNATIONAL INC., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the “Company”, which term includes any successor Person under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to [                         ],
or registered assigns, the principal sum of [                         ]
[Dollars] [if other than Dollars, substitute other currency units] on [             ],
[                         ]
[if the Security is to bear interest prior to Maturity, insert —, and to pay
interest thereon from [                         ]
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for], [semiannually] [if other than semi-annual interest at a
fixed rate, insert frequency of payment and payment dates] on [                         ]
and [                         ]
in each year, commencing [                         ],
at [if the Security is to bear interest at a fixed rate, insert — the rate of [           ]%
per annum], [if the Security is to bear interest at a rate determined with
reference to one or more formula, refer to description index below] until the
principal hereof is paid or made available for payment] [if applicable, insert
—, and (to the extent that the payment of such interest shall be legally enforceable)
at [if the Security is to bear interest at a fixed rate, insert — the rate of %
per annum on any overdue principal and premium and on any overdue installment
of interest from the dates such amounts are due until they are paid or made
available for payment].  Interest shall
be computed on the basis of [a 360-day year of twelve 30-day months] [if
another basis of calculating interest is to be different, insert a description
of such method.] The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the [             ]
or [                         ]
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.  Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful


 


17





















 


manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture].


 


[If the Securities are securities with
respect to which the principal of or any premium or interest on, may be
determined with reference to one or more indices or formulas, insert the text
of such indices or formulas.]


 


[If the Security is not to bear interest
prior to Maturity, insert — The principal of this Security shall not bear
interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the
overdue principal of this Security shall bear interest at the rate of [           ]%
per annum (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such default in payment to
the date payment of such principal has been made or duly provided for.


 


Interest on any overdue principal shall be
payable on demand.  Any such interest on
any overdue principal that is not so paid on demand shall bear interest at the
rate of [       ]% per annum (to the extent
that the payment of such interest shall be legally enforceable), which shall
accrue from the date of such demand for payment to the date payment of such
interest has been made or duly provided for, and such interest shall also be
payable on demand.]


 


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


 


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


 


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


 


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


 


	
  QWEST COMMUNICATIONS INTERNATIONAL INC.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Attest:

  
	
   

  
	
   

  	
   

  
	
  Title:

  
				



 


18





















 


SECTION 2.03                       Form of
Reverse of Security


 


This Security is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and
to be issued in one or more series under an Indenture, dated as of [                     ],
[      ] (herein called the “Indenture”), between
the Company and [                     ],
as Trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.  This Security is one of the series designated
on the face hereof [if applicable, insert — limited in aggregate principal
amount to $[                     ].  The Securities are unsecured general
obligations of the Company.


 


[If applicable, insert — The Securities of
this series are subject to redemption upon not less than 30 days’ notice by
mail, [if applicable, insert — (1) on [                     ]
in any year commencing with the year [            ]
and ending with the year [           ]
through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [if applicable,
insert — on or after [                     ],
20[    ], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): if redeemed [if applicable insert — on or
before [                     ],
[          ]%, and if
redeemed] during the 12-month period beginning of the [                     ]
years indicated,


 


	
  Year

  	
   

  	
  Redemption Price

  	
   

  	
  Year

  	
   

  	
  Redemption Price

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


and thereafter at a Redemption Price equal to
[              ]%
of the principal amount, together in the case of any such redemption [if
applicable, insert — (whether through operation of the sinking fund or
otherwise)] with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]


 


[If applicable, insert — The Securities of
this series are subject to redemption upon not less than 30 days’ notice by
mail, (1) on [                     ]
in any year commencing with the year [         ]and
ending with the year [         ]
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at any time
[if applicable, insert — on or after [                     ],
as a whole or in part, at the election of the


 


19





















 


Company, at
the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in
the table below: If redeemed during the 12-month period beginning [                     ]
of the years indicated,


 


	
  Year

  	
   

  	
  Redemption Price for

  Redemption Through

  Operation of the

  Sinking Fund

  	
   

  	
  Year

  	
   

  	
  Redemption Price for

  Redemption

  Otherwise Than

  Through Operation of

  the Sinking Fund

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


and thereafter at a Redemption Price equal to
[         ]% of the principal
amount, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Date referred to on the face hereof, all as provided in the Indenture.]


 


[If applicable, insert — Notwithstanding the
foregoing, the Company may not, prior to [                     ]
redeem any Securities of this series as contemplated by [if applicable, insert
—clause (2) of] the preceding paragraph as a part of, or in anticipation
of, any refunding operation by the application, directly or indirectly, of
moneys borrowed having an interest cost to the Company (calculated in
accordance with generally accepted financial practice) of less than [     ]% per annum.]


 


[If applicable, insert — The sinking fund for
this series provides for the redemption on [               ]
in each year beginning with the year [           ]
and ending with the year [            ]
of [if applicable, insert — not less than $[                               ]
(“mandatory sinking fund”) and not more than] $[                                ]
aggregate principal amount of Securities of this series.  Securities of this series acquired or
redeemed by the Company otherwise than through [mandatory] sinking fund
payments may be credited against subsequent [if applicable, insert — mandatory]
sinking fund payments otherwise required to be made [if applicable, insert — in
the inverse order in which they become due].]


 


[If applicable, insert — The Securities are
subject to redemption, as a whole at any time or in part from time to time, at
the sole election of the Company, upon not less than 30 or more than 60 days
notice by mail to the Trustee at a Redemption Price equal to [                                  .]


 


[If applicable, insert — The holder of this
Security shall have the right to require the Company to pay this Security in
full on [                                      ],
[       ] by giving the Company or the
Registrar written notice of the exercise of such right not less than 30 or more
than 60 days prior to such date.]


 


20





















 


[If the Security is subject to redemption,
insert — In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.]


 


[If applicable, insert — This Security is not
subject to redemption prior to Maturity.]


 


[If applicable, insert — The Indenture
contains provisions for defeasance at any time of [(a)] (the entire
indebtedness evidenced by this Security] [and (b)] [certain restrictive
covenants and Events of Default with respect to this Security,] [in each case,]
upon compliance by the Company with certain conditions set forth in the
Indenture, which provisions apply to this Security.]


 


[If the Security is not an Original Issue
Discount Security, insert — If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the Securities of
this series may be declared due and payable in the manner and with the effect
provided in the Indenture.]


 


[If applicable, insert — “Event of Default”
means any one of the events specified at clauses [                               ]
and [                                ]
of Section 6.01 of the Indenture.]


 


[If the Security is convertible into other
securities of the Company, specify the conversion features.]


 


[If the Security is an Original Issue
Discount Security, insert — If an Event of Default with respect to Securities
of this series shall occur and be continuing, an amount of principal of the
Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture. 
Such amount shall be equal to [— insert formula for determining the
amount].  Upon payment [if applicable,
insert — (i)] of the amount of principal so declared due and payable [if
applicable, insert — and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable)], all of the Company’s obligations in respect of
the payment of the principal of and interest, if any, on the Securities of this
series shall terminate.]


 


The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities at the time Outstanding of all series to be
affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past Defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in


 


21





















 


exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.


 


As provided in and subject to the provisions
of the Indenture, the Holder of this Security shall not have the right to
institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. 
The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.


 


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


 


[If applicable, insert — As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Security is registerable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company in
any place where the principal of and any premium and interest on this Security
are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.]


 


[If applicable, insert — The Securities of
this series are issuable only in registered form without coupons in
denominations of $[                       ]
and any integral multiple thereof.  As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.]


 


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


 


Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this Security be


 


22





















 


overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.


 


No recourse for the payment of the principal
of (and premium, if any) or interest, if any, on this Security, or for any
claim based hereon or otherwise in respect hereof, and no recourse under or
upon any obligation, covenant or agreement of the Company in the Indenture or
in any indenture supplemental thereto, or in any Security, or because of the
creation of any indebtedness represented thereby, shall be had against any
incorporator, or against any past, present or future partner, shareholder,
other equity holder, officer, director, employee or controlling person, as
such, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability, either at common law or
in equity or by constitution or statute, being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released.


 


THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


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


 


SECTION 2.04                       Securities
in Global Form


 


If any Security of a series is issuable in
global form (the “Global Security”), such Global Security may provide that it
shall represent the aggregate amount of Securities of that series then
Outstanding from time to time endorsed thereon and may also provide that the
aggregate amount of Securities of that series then Outstanding represented
thereby may from time to time be reduced to reflect exchanges.  Any endorsement of a Global Security to
reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee and in such manner
as shall be specified in such Global Security. 
Any instructions by the Company with respect to a Global Security, after
its initial issuance, shall be in writing but need not comply with Section 1.02.


 


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


 


SECTION 2.05                       Form of
Trustee’s Certificate of Authentication


 


Dated:


 


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


 


	
   

  	
  ,

  
	
  as Trustee

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  
			



 


23





















 


SECTION 2.06                       Amount
of Securities Issuable Unlimited; Issuable in Series


 


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


 


The Securities may be issued in one or more
series.  There shall be established (i) in
one or more Board Resolutions, or (ii) pursuant to authority granted by
one or more Board Resolutions and, subject to Section 2.08, set forth, or
determined in the manner provided, in an Officer’s Certificate or (iii) in
one or more indentures supplemental hereto, prior to the issuance of Securities
of any series any or all of the following, as applicable:


 


(1)           the
title and series designation of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any other series);


 


(2)           any
limit on the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Sections 2.09,
2.10, 2.11, 10.06 or 3.07 and except for any Securities which, pursuant to Section 2.08,
are deemed never to have been authenticated and delivered hereunder);


 


(3)           the
price or prices at which the Securities of the series will be issued;


 


(4)           the
Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest;


 


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


 


(6)           the
rate or rates (which may be fixed or variable) and/or the method of
determination thereof at which the Securities of the series shall bear
interest, if any, the date or dates from which such interest shall accrue, the
Interest Payment Dates on which any such interest shall be payable and the
Regular Record Date for any interest payable on any Interest Payment Date;


 


(7)           the
place or places where the principal of and any premium and interest on
Securities of the series shall be payable;


 


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


 


(9)           the
obligation, if any, of the Company to redeem or purchase Securities of the
series pursuant to any sinking fund or analogous provisions or at the option of
a Holder


 


24





















 


thereof and the period or
periods within which, the price or prices at which and the terms and conditions
upon which Securities of the series shall be redeemed or purchased, in whole or
in part, pursuant to such obligation;


 


(10)         whether
the Securities of the series will be secured and any provisions relating to the
security provided and the intended priority ranking of the liens in respect
thereof with respect to any other liens on any such collateral;


 


(11)         whether
the Securities of the series will be guaranteed and any provisions relating to
the guarantee or guarantees provided and, if any such guarantees are to be
secured, any provisions relating to the security provided and the intended
priority ranking of the liens in respect thereof with respect to any other
liens on any such collateral;


 


(12)         any
provision for the conversion or exchange of the Securities of the series,
either at the option of the Holder thereof or the Company, into or for another
security or securities of the Company, the security or securities into or for
which, the period or periods within which, the price or prices, including any
adjustments thereto, at which and the other terms and conditions upon which any
Securities of the series shall be converted or exchanged, in whole or in part;


 


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


 


(14)         if
the currency, currencies or currency units in which payment of the principal of
and any premium and interest on any Securities of the series shall be other
than the currency of the United States of America, such currency, currencies or
currency units and the manner of determining the equivalent thereof in the
currency of the United States of America for purposes of the definition of “Outstanding”
in Section 1.01;


 


(15)         any
term applicable to Original Issue Discount, if any (as that term is defined in
the Internal Revenue Code of 1986 and the Regulations thereunder), including
the rate or rates at which such Original Issue Discount, if any, shall accrue;


 


(16)         if
the amount of payments of principal of or any premium or interest on any
Securities of the series may be determined by reference to one or more indices
or a formula, the manner in which such amounts shall be determined;


 


(17)         if
the principal of or any premium or interest on any Securities of the series is
to be payable, at the election of the Company or a Holder thereof, in one or
more currencies or currency units other than that or those in which the
Securities are stated to be payable, the currency, currencies or currency units
in which payment of the principal of and any premium and interest on Securities
of such series as to which such election is made shall be payable, the periods
within which and the term and conditions upon which such election is to be made
and, if applicable, the manner in which such amount shall be determined;


 


(18)         if
other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 6.02;


 


25





















 


(19)         if
the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated
Maturity, the amount which shall be deemed to be the principal amount of such
Securities as of any such date for any purpose thereunder or hereunder,
including the principal amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be deemed to be
outstanding as of any date prior to the Stated Maturity or Maturity (or, in any
such case, the manner in which such amount deemed to be the principal amount
shall be determined);


 


(20)         the
application, if any, of either or both of Section 9.02 and Section 9.03
to the Securities of the series;


 


(21)         whether
the Securities of the series shall be issuable in whole or in part in the form
of one or more Global Securities and, in such case, the form of any legend or
legends which shall be borne by any such Global Security or Global Securities
in addition to or in lieu of the legend set forth in Section 2.10, the
Depositary or Depositaries for such Global Security or Global Securities and
any circumstances other than those set forth in Section 2.10 in which any
such Global Security may be transferred to, and registered and exchanged for
Securities registered in the name of, a Person other than the Depositary for
such Global Security or a nominee thereof and in which any such transfer may be
registered;


 


(22)         if
other than as specified in Section 6.01, the Events of Default applicable
with respect to the Securities of the series;


 


(23)         if
other than as specified in Section 6.02, the Events of Default the
occurrence of which would permit the declaration of the acceleration of
Maturity pursuant to Section 6.02;


 


(24)         whether
the Securities of the series shall be issuable in whole or in part in
registered form, bearer form or both, and any other terms required for the
establishment of Securities of a series in bearer form, including, but not
limited to, tax compliance procedures;


 


(25)         any
special United States Federal income tax considerations applicable to the
Securities of the series;


 


(26)         any
addition to or change in the covenants set forth in Article Four which
applies to Securities of the series, and any other covenant, terms or
provisions included for the benefit of Securities of the series in addition to
(and not inconsistent with) those included in this Indenture for the benefit of
Securities of all series, or any other covenant, terms or provisions included for
the benefit of Securities of the series in lieu of any covenant, terms or
provisions included in this Indenture for the benefit of Securities of all
series, or any provision that any covenant, terms or provisions included in
this Indenture for the benefit of Securities of all series shall not be for the
benefit of Securities of such series, or any combination of such covenants,
terms or provisions; and


 


(27)         any
other term of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 10.01(5)).


 


26





















 


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to authority granted by the Board Resolution
referred to above and (subject to Section 2.08) set forth, or determined
in the manner provided, in the Officer’s Certificate referred to above or in
any such indenture supplemental hereto. 
All Securities of any one series need not be issued at one time and,
unless otherwise provided, a series may be reopened for issuances of additional
Securities of such series.


 


Unless otherwise provided with respect to the
Securities of any series, the Company, at its option, may pay the interest on
the Securities of any series that bears interest by mailing a check to the
address of the Person entitled thereto at such address as shall appear in the
Security Register.


 


If any of the terms of a series are
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 2.08 for the
authentication and delivery of such series of Securities.


 


SECTION 2.07                       Denominations


 


The Securities of each series shall be
issuable in registered form without coupons in such denominations as shall be
specified as contemplated by Section 2.06. 
In the absence of any specifications pursuant to Section 2.06 with
respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.


 


SECTION 2.08                       Execution,
Authentication, Delivery and Dating


 


The Securities shall be executed on behalf of
the Company by its Chairman of the Board, its President, its Chief Financial
Officer or one of its Vice Presidents, attested by its Secretary or one of its
Assistant Secretaries.  The signature of
any of these officers on the Securities may be manual or facsimile.


 


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


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities 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 the Company Order shall authenticate and
deliver such Securities.  If the form or
terms of the Securities of the series have been established in or pursuant to
one or more Board Resolutions as permitted by Sections 2.01 and 2.06, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, in addition to the items


 


27





















 


required by Section 1.02,
and (subject to Section 7.01) shall be fully protected in relying upon, an
Opinion of Counsel stating:


 


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


 


(b)           if
the terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 2.06 (as opposed to established in one
or more indentures supplemental hereto), that such terms have been established
in conformity with the provisions of this Indenture; and


 


(c)           that
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 legally binding obligations of
the Company enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights and to general
equity principles.


 


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


 


Notwithstanding the provisions of Section 2.06
and of the preceding paragraph, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the Officer’s
Certificate otherwise required pursuant to Section 2.06 or the Company
Order and Opinion of Counsel otherwise required pursuant to such preceding
paragraph at or prior to the time of authentication of each Security of such
series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued.


 


Each Security shall be dated the date of its
authentication.


 


No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the
form provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.  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 2.14,
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.


 


28





















 


SECTION 2.09                       Temporary
Securities


 


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


 


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


 


SECTION 2.10                       Registration,
Registration of Transfer and Exchange


 


The Company shall cause to be kept at the
Corporate Trust Office of the Trustee for the Securities of each series a register
(the register maintained in such office and in any other office or agency of
the Company in a Place of Payment being herein sometimes collectively referred
to as the “Security Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of
Securities and of transfers of Securities. 
The Trustee is hereby appointed “Security Registrar” for the purpose of
registering Securities and transfers of Securities as herein provided.


 


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


 


At the option of the Holder, Securities of
any series may be exchanged for other Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, upon
surrender of the securities to be exchanged at such office or agency.  Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.


 


All Securities issued upon any registration
of transfer or exchange of Securities shall be the valid obligations of the
Company, evidencing the same Debt, and entitled to the


 


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same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.


 


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


 


No service charge shall be made to a Holder
for any registration of transfer or exchange of Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 2.09,
10.06 or 3.07 not involving any transfer.


 


If the Securities of any series (or any
series and specified tenor) are to be redeemed, in whole or in part, the
Company shall not be required (i) to issue, register the transfer of or
exchange Securities of that series (or that series and tenor, as the case may
be) during a period beginning at the opening of business 15 days before the day
of the mailing of a notice of redemption of Securities of that series selected
for redemption under Section 3.03 and ending at the close of business on
the day of such mailing, or (ii) to register the transfer of or exchange
any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.


 


If the Company shall establish pursuant to Section 2.06
that the Securities of a series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute and the
Trustee for the Securities of such series shall, in accordance with Section 2.08
and the Company Order with respect to such series, authenticate and deliver one
or more Global Securities in temporary or permanent form that (i) shall
represent and shall be denominated in an amount equal to the aggregate
principal amount of the Outstanding Securities of such series to be represented
by one or more Global Securities, (ii) shall be registered in the name of
the Depositary for such Global Security or Securities or the nominee of such
depositary, and (iii) shall bear a legend substantially to the following
effect: “THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY, UNLESS AND
UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM”.


 


and such other legend(s) as may be required
by the depositary.


 


Notwithstanding any other provision of this Section 2.10,
unless and until it is exchanged in whole or in part for Securities in
definitive form, a Global Security representing all


 


30





















 


or a portion of the Securities
of a series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary, or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.


 


If at any time the Depositary for the
Securities of a series notifies the Company that it is unwilling or unable to
continue as Depositary for the Securities of such series or if at any time the
Depositary for Securities of a series shall no longer be a clearing agency
registered and in good standing under the Exchange Act or other applicable
statute or regulation, the Company shall appoint a successor Depositary with
respect to the Securities of such series. 
If a successor Depositary for the Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, the Company will execute, and the Trustee
for the Securities of such series, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive form in an
aggregate principal amount equal to the principal amount of the Global Security
or Global Securities representing such series in exchange for such Global
Security or Global Securities.


 


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


 


If the Securities of any series shall have
been issued in the form of one or more Global Securities and if an Event of
Default with respect to the Securities of such series shall have occurred and
be continuing, the Company will promptly execute, and the Trustee for the
Securities of such series, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver Securities of such series in definitive form and in an
aggregate principal amount equal to the principal amount of the Global Security
or Global Securities representing such series in exchange for such Global
Security or Global Securities.


 


If specified by the Company pursuant to Section 2.06
with respect to Securities of a series, the Depositary for such series of
Securities may surrender a Global Security for such series of Securities in
exchange in whole or in part for Securities of such series in definitive form
on such terms as are acceptable to the Company and such Depositary.  Thereupon, the Company shall execute and the
Trustee for the Securities of such series shall authenticate and deliver, without
charge:


 


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


 


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


 


Upon the exchange of a Global Security in
whole for Securities in definitive form, such Global Security shall be canceled
by the Trustee for the Securities of such series.  Securities issued in exchange for a Global
Security shall be registered in such names and in such authorized denominations
as the Depositary for such Global Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee for
the Securities of such series.  Such
Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered.


 


SECTION 2.11                       Mutilated,
Destroyed, Lost and Stolen Securities


 


If any mutilated Security is surrendered to
the Trustee, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


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


 


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


 


Upon the issuance of any new Security under
this Section 2.11, the Company may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.


 


Every new Security of any series issued
pursuant to this Section 2.11 in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the
Company, and any such new Security shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
that series duly issued hereunder.


 


The provisions of this Section 2.11 are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.


 


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SECTION 2.12                       Payment
of Interest; Interest Rights Preserved


 


Except as otherwise provided as contemplated
by Section 2.06 with respect to any series of Securities, interest on any
Security which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest.


 


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


 


(1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner.  The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each 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 given to each Holder of Securities of such
series in the manner specified in Section 1.06, not less than 10 days
prior to such Special Record Date. 
Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Securities 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 Securities of any
series in any other lawful manner not inconsistent with the requirements of any
securities exchange on which such Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
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 2.12,
each Security delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other


 


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Security shall carry the rights
to interest accrued and unpaid, and to accrue, which were carried by such other
Security.


 


SECTION 2.13                       Persons
Deemed Owners


 


Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Security is registered
as the owner of such Security for the purpose of receiving payment of principal
of (and premium, if any) and (subject to Section 2.12) any interest on
such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.


 


Notwithstanding the foregoing, with respect
to any Global Security, nothing herein shall prevent the Company, the Trustee
for the Security or any agent of any of the foregoing from giving effect to any
written certification, proxy or other authorization furnished by any
Depositary, as a Holder, with respect to such Global Security or impair, as
between such Depositary and owners of beneficial interest in such Global
Security, the operation of customary practices governing the exercise of the
rights of such Depositary (or its nominee) as Holder of such Global Security.


 


SECTION 2.14                       Cancellation


 


The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be
promptly canceled by the Trustee.  No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section 2.14, except as expressly permitted
by this Indenture.  All canceled
Securities held by the Trustee shall be disposed of as directed by a Company
Order, which shall be effected consistent with such Company Order in accordance
with the standard procedures of the Trustee. 
The Trustee shall deliver a certificate of each such disposal to the
Company.


 


SECTION 2.15                       Computation
of Interest


 


Except as otherwise specified as contemplated
by Section 2.06 for Securities of any series (i) interest on any
Securities which bear interest at a fixed rate shall be computed on the basis
of a 360-day year comprised of twelve 30-day months and (ii) interest on
any Securities which bear interest at a variable rate shall be computed on the
basis of the actual number of days in an interest period divided by 360.


 


SECTION 2.16                       CUSIP
Numbers


 


The Company in issuing the Securities of any
series may use “CUSIP” numbers (if then generally in use), and, if so, the
Trustee shall use the “CUSIP” numbers in notices of redemption as a convenience
to Holders; provided, that any such notice may state that no


 


34





















 


representation is made as to
the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities of such series, and
any such redemption shall not be affected by any defect in or omission of such
numbers.  The Company will promptly
notify the Trustee of any change in the “CUSIP” numbers.


 


ARTICLE THREE



REDEMPTION OF SECURITIES


 


SECTION 3.01                       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 by Section 2.06 for
Securities of any series) in accordance with this Article Three.


 


SECTION 3.02                       Election
to Redeem; Notice to Trustee


 


The election of the Company to redeem any
Securities shall be evidenced by a Board Resolution, Officer’s Certificate or
in any other manner specified, as contemplated by Section 2.06, for such
Securities or series of Securities.  In
the case of any redemption at the election of the Company of less than all 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 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 Officer’s Certificate evidencing compliance with
such restriction.


 


SECTION 3.03                       Selection
by Trustee of Securities to Be Redeemed


 


If less than all the Securities of any series
are to be redeemed in accordance with this Article Three (unless 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 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; provided, that the unredeemed portion of
the principal amount of any Security shall be in an authorized denomination or
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.


 


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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.


 


The provisions of the two preceding
paragraphs shall not apply to any redemption affecting only a single Security,
whether such Security is to be redeemed in whole or in part.  In the case of any redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination for such Security.


 


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 3.04                       Notice
of Redemption


 


Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.


 


All notices of redemption shall state
(including CUSIP number, if any):


 


(1)           the
Redemption Date;


 


(2)           the
Redemption Price and accrued interest, if any;


 


(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 and, if less
than all the Outstanding Securities of any series consisting of a single
Security are to be redeemed, the principal amount of the Security to be
redeemed;


 


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


 


(5)           the
place or places where such Securities are to be surrendered for payment of the
Redemption Price and accrued interest, if any; and


 


(6)           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
the Company’s request, by the Trustee in the name and at the expense of the
Company and shall be irrevocable.


 


Any notice which is mailed in the manner herein
provided shall be presumed conclusively to have been duly given, whether or not
the Holder receives such notice; and failure duly to give such notice by mail,
or any defect in such notice, to the Holder of any Security


 


36





















 


designated for redemption as a
whole or in part shall not affect the validity of the proceedings for
redemption for any other Security.


 


SECTION 3.05                       Deposit
of Redemption Price


 


Prior to 11:00 a.m., New York City time,
on any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 4.03) an amount of money
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.


 


SECTION 3.06                       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.  Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 2.06, 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, required as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 2.12.


 


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


 


SECTION 3.07                       Securities
Redeemed in Part


 


Any Security which is to be redeemed only in
part shall be surrendered at a Place of Payment therefor (with, if the Company
or the Security Registrar so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder thereof or his attorney duly authorized
in writing), and the Company shall execute, and the Security Registrar 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; provided, that if a Global Security is so
surrendered, such new Security so issued shall be a new Global Security in a
denomination equal to the unredeemed portion of the principal of the Global
Security.


 


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ARTICLE FOUR



COVENANTS


 


SECTION 4.01                       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 premium, if any) and interest on the
Securities of that series in accordance with the terms of the Securities and this
Indenture.  Interest on Securities shall
be payable without presentment of such Securities and only to the registered
Holders thereof determined as provided in Section 2.12.  The Company shall have the right to require a
Holder, in connection with the payment of the principal of (and premium, if
any) and interest on a Security, to present at the office or agency of the
Company at which such payment is made a certificate, in such form as the
Company may from time to time prescribe, to enable the Company to determine its
duties and liabilities with respect to any taxes, assessments or governmental
charges which it may be required to deduct or withhold therefrom under any
present or future law of the United States of America or of any state, county,
municipality or taxing or withholding authority therein, and the Company shall
be entitled to determine its duties and liabilities with respect to such
deduction or withholding on the basis of information contained in such
certificate or, if no such certificate shall be so presented, on the basis of
any presumption created by any such law and shall be entitled to act in
accordance with such determination. 
Except as otherwise provided as contemplated by Section 2.06 with
respect to any series of Securities, at the option of the Company, interest may
be paid by check mailed to the address of the Holder as such address appears in
the Security Register.


 


SECTION 4.02                       Maintenance
of Office or Agency


 


So long as any Securities of any series
remain Outstanding, the Company will maintain in each Place of Payment for such
series of Securities an office or agency (which may be an office of the Trustee
or an affiliate of the Trustee) 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 and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served.  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 at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands. 
In the event any such notice or demand is so made or served on the
Trustee, the Trustee will promptly forward copies thereof to the Company.


 


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 each Place of Payment for
Securities of any series for such


 


38





















 


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.


 


With respect to any Global Security, and
except as otherwise may be specified for such Global Security as contemplated
by Section 2.06, the Corporate Trust Office for the Trustee shall be the
Place of Payment where such Global Security may be presented or surrendered for
payment or for registration of transfer or exchange, or where successor
Securities may be delivered in exchange therefor, provided, however, that any
such payment, presentation, surrender or delivery effected pursuant to the
procedures of the Depositary for such Global Security shall be deemed to have
been effected at the Place of Payment for such Global Security in accordance
with the provisions of this Indenture.


 


SECTION 4.03                       Money
for Security 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 (and premium, if any) 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
(and premium, if any) or interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.


 


Whenever the Company shall have one or more
Paying Agents for any series of Securities, it will, not later than 11:00 a.m.,
New York City time, on each due date of the principal of (and premium, if any)
or interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.


 


The Company will cause each Paying Agent for
any series of Securities other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section 4.03, that such Paying Agent
will: (i) comply with the provisions of the Trust Indenture Act applicable
to it as Paying Agent and (ii) during the continuance of any default by
the Company (or any other obligor upon the Securities of that series) in the
making of any payment in respect of the Securities of that series, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the Securities of that
series.


 


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 premium, if any) or interest on any


 


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Security of any series and
remaining unclaimed for two years after such principal (and premium, if any) or
interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published
on each Business Day and of general circulation in the Borough of Manhattan,
the City of New York, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.


 


SECTION 4.04                       Statement
by Officers as to Default


 


The Company shall deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company ending after
the date hereof, an Officer’s Certificate stating whether or not, to the best
knowledge of the signers thereof, the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.


 


SECTION 4.05                       Waiver
of Certain Covenants


 


The Company may omit in any particular
instance to comply with any covenant or condition set forth herein with respect
to any series, other than (a) its covenant to pay the principal of (or
premium, if any) or interest on any Security of such series, or (b) any
covenant or provision hereof which under Article Ten cannot be modified or
amended without the consent of the Holder of each Outstanding Security of such
series affected, if before the time for such compliance the Holders of at least
a majority in principal amount of the Securities of such series then
Outstanding shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition.  No such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.


 


ARTICLE FIVE



SUCCESSORS


 


SECTION 5.01                       Merger,
Consolidation or Sale of Assets


 


Unless otherwise provided for a particular Series of
Securities by a Board Resolution, a supplemental indenture or an Officer’s
Certificate, the Company shall not


 


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consolidate with, sell, convey
or lease all or substantially all of its assets to, or merge with or into,
another Person unless:


 


(a)           the
resulting, surviving or transferee Person (the “Successor Company”) shall be a
corporation organized or existing under the laws of the United States, any
state thereof or the District of Columbia;


 


(b)           the
entity or Person formed by or surviving any such consolidation or merger (if
other than the Company) or the entity or Person to which the sale, conveyance
or lease shall have been made expressly assumes the due and punctual payment of
the principal of and interest on all the Securities outstanding under this
Indenture 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;


 


(c)           immediately
after such consolidation, sale, conveyance, lease or merger, the Successor
Company is not in material default in the performance or observance of any
covenant or condition of this Indenture; and


 


(d)           the
Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that such consolidation, sale, conveyance,
lease or merger comply with this Indenture.


 


The Successor Company shall succeed to, and
be substituted for, and may exercise every right and power of, the Company
under this Indenture (as modified or supplemented by a Board Resolution, supplemental
indenture hereto or an Officer’s Certificate), and the predecessor Company,
except in the case of a lease of all or substantially all of its assets, shall
be released from the obligation to pay the principal of and interest on the
Securities.


 


ARTICLE SIX



REMEDIES


 


SECTION 6.01                       Events
of Default


 


Unless otherwise specified as contemplated by
Section 2.06 with respect to any series of Securities, “Event of Default”,
wherever used herein with respect to Securities of any particular series, means
any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):


 


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


 


(2)           default
in the payment of all or any part of the principal of any of the Securities of
that series as and when the same shall become due and payable at Maturity; or


 


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(3)           default
on the part of the Company in the performance, or breach by the Company, of any
other covenant or agreement on the part of the Company set forth in the
Securities of that series or in this Indenture (other than a covenant or
agreement in respect of which a default or breach by the Company is
specifically dealt with in this Section 6.01 and other than those which
have been included in the Securities of such series or this Indenture solely
for the benefit of Securities of any series other than that series), and
continuance of such default or breach without cure or waiver 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 Securities of that series at the time
Outstanding, a written notice specifying such failure and requiring the same to
be remedied and stating that such notice is a “Notice of Default” hereunder; or


 


(4)           the
entry of a decree or order by a court having jurisdiction in the premises
granting 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 adjudging the Company as being bankrupt or insolvent, or appointing
a receiver, liquidator, custodian, assignee, trustee, sequestrator (or other
similar official) of the Company, or of substantially all of its properties, or
ordering the winding up or liquidation of the affairs of the Company, and the
continuance of any such decree or order unstayed and in effect for a period of
90 consecutive days; or


 


(5)           the
institution by the Company of proceedings to be adjudicated as being bankrupt
or insolvent, or the consent by the Company to the institution of bankruptcy or
insolvency proceedings against it, or the filing by the Company of a petition
or answer or consent seeking reorganization or relief under any applicable
Federal or state bankruptcy, insolvency, reorganization or other similar law,
or the consent by the Company to the filing of any such petition or to the
appointment of a receiver, liquidator, custodian, assignee, trustee,
sequestrator (or other similar official) of the Company, or of substantially
all of its properties, or the making by the Company of an assignment for the
benefit of creditors; or


 


(6)           any
other Event of Default provided with respect to Securities of that series.


 


SECTION 6.02                       Acceleration
of Maturity; Rescission and Annulment


 


If one or more of the Events of Default
specified in Section 6.01, other than in Section 6.01(4) or
6.01(5), with respect to any particular series of Securities at the time
Outstanding shall have occurred and be continuing, then in each and every such
case, unless the principal of all the Securities of that 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 Securities of that series then
Outstanding hereunder, by notice in writing to the Company (and to the Trustee
if given by Holders), may declare the principal amount (or, if the Securities
of that series are Original Issue Discount Securities, such amount of principal
as may be specified by the terms of that series) of all the Securities of that
series to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable.  If an Event of Default specified in Section 6.01(4) or
6.01(5) occurs and is continuing, then the principal of (and premium, if
any, on), or a portion thereof, all the Securities of that series shall become
and be


 


42





















 


immediately due and payable
without any declaration or other act on the part of the Trustee or any Holders.


 


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


 


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


 


(A)           all
overdue interest on all Securities of that series (without duplication of any
amount thereof paid or deposited pursuant to clauses (B) or (C) below),


 


(B)            the
principal of (and premium, if any, on) any Securities of that series which have
become due otherwise than by such declaration of acceleration and interest
thereon at the rate or rates prescribed therefor in such Securities (without
duplication of any amount thereof paid or deposited pursuant to clause (A) above
or clause (C) below),


 


(C)            to
the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities (without
duplication of any amount thereof paid or deposited pursuant to clause (A) or
clause (B) above), and


 


(D)            all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and other amounts due to the Trustee under Section 7.07; and


 


(2)           all
Events of Default with respect to Securities of that series, other than the
non-payment of the principal of (and premium, if any) and accrued interest on
the Securities of that series which have become due solely by such declaration
of acceleration, have been cured or waived as provided in Section 6.13.


 


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


 


SECTION 6.03                       Collection
of Indebtedness and Suits for Enforcement by Trustee


 


The Company covenants that if, with respect
to Securities of any particular series:


 


(1)           default
is made in the payment of the principal of (or premium, if any, on) any of the
Securities of that series at its Maturity, or


 


(2)           default
is made in the payment of any interest on any of the Securities of that series
when such interest becomes due and payable and such default continues for a
period of 30 days,


 


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


 


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


 


SECTION 6.04                       Trustee
May File Proofs of Claim


 


In case of any judicial proceeding relative
to the Company (or any other obligor upon the Securities), its property or its
creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in
any such proceeding.  In particular, the
Trustee shall be authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07.


 


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


 


SECTION 6.05                       Trustee
May Enforce Claims Without Possession of Securities


 


All rights of action and claims under this
Indenture or the Securities may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses,


 


44





















 


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 6.06                       Application
of Money Collected


 


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


 


FIRST: To the payment of all amounts due the
Trustee under Section 7.07; and


 


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


 


THIRD: To the Company or any other Person or
Persons entitled thereto.


 


SECTION 6.07                       Limitation
on Suits


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


45





















 


Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.


 


SECTION 6.08                       Unconditional
Right of Holders to Receive Principal, Premium and Interest


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Section 2.12) any interest on such Security on the Stated Maturity
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and, if applicable, to convert such Security in accordance with the
provisions of the Security of that series specified pursuant to Section 2.06(12)
and to institute suit for the enforcement of any such payment and, if
applicable, right to convert, and such rights shall not be impaired without the
consent of such Holder.


 


SECTION 6.09                       Restoration
of Rights and Remedies


 


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


 


SECTION 6.10                       Rights
and Remedies Cumulative


 


Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
in the last paragraph of Section 2.11, 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 6.11                       Delay
or Omission Not Waiver


 


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


 


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SECTION 6.12                       Control
by Holders


 


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


 


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


 


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


 


SECTION 6.13                       Waiver
of Past Defaults


 


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


 


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


 


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


 


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


 


SECTION 6.14                       Undertaking
for Costs


 


In any suit for the enforcement of any right
or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, a court in its discretion
may require the filing by any party litigant in such suit of an undertaking to
pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, in the manner and to the extent provided in the Trust
Indenture Act, having due regard to the merits and good faith of the claims or
defenses made by such party; provided, that neither this Section 6.14 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 or the Trustee.


 


SECTION 6.15                       Waiver
of Stay or Extension Laws


 


The Company covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any usury,
stay or extension law wherever enacted, now or at any time hereafter in


 


47





















 


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 SEVEN



THE TRUSTEE


 


SECTION 7.01                       Certain
Duties and Responsibilities


 


The duties and responsibilities of the
Trustee shall be as provided by the Trust Indenture Act.  Notwithstanding the foregoing, 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.  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 7.01.


 


SECTION 7.02                       Notice
of Defaults


 


If a Default or Event of Default occurs and
is continuing with respect to a series of Securities and if it is known to a
Trust Officer of the Trustee, the Trustee shall give the Holder of Securities
of such series notice of such Default or Event of Default as and to the extent
provided by the Trust Indenture Act; provided, however, that (i) in the
case of any Default of the character specified in Section 6.01(3) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof; and (ii) except in
the case of a Default or Event of Default relating to the payment of principal
of or any premium or interest on any Security of any series, the Trustee may
withhold the notice if it determines, in good faith, that withholding the notice
is in the interests of the Holders of such Securities.


 


SECTION 7.03                       Certain
Rights of Trustee


 


Subject to the provisions of Section 7.01:


 


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


 


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


 


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


 


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


 


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


 


(f)            the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such further
inquiry or investigation, it shall be entitled (subject to reasonable
confidentiality arrangements as may be proposed by the Company) to 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, and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder; and


 


(h)           the
Trustee shall not be deemed to have notice of any Default or Event of Default
with respect to the Securities of any series for which it is acting as Trustee
unless a Trust Officer of Trustee has actual knowledge thereof or unless
written notice of any event which is in fact such a Default is received by the
Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities of such series and this Indenture.


 


SECTION 7.04                       Trustee
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 assumes no responsibility for
their correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities.  The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.


 


SECTION 7.05                       Trustee
May Hold Securities


 


The Trustee, any Authenticating Agent, any
Paying Agent, any Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the


 


49





















 


owner or pledgee of Securities
and, subject to Sections 7.08 and 7.13, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other agent.


 


SECTION 7.06                       Money
Held in Trust


 


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


 


SECTION 7.07                       Compensation
and Reimbursement


 


The Company agrees:


 


(1)           to
pay to the Trustee from time to time such compensation as the Company and the
Trustee shall from time to time agree in writing for all services rendered by
it hereunder (which compensation shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust);


 


(2)           except
as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance as
may be attributable to its negligence or bad faith; and


 


(3)           to
indemnify the Trustee for, and to hold it harmless against, any and all loss,
damage, claim, liability or expense incurred without negligence or bad faith on
its part, including taxes (other than taxes based upon, measured by or
determined by the revenue or income of the Trustee), arising out of or in
connection with the acceptance or administration of the trust or 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.


 


As security for the performance of the
obligations of the Company under this Section 7.07, the Trustee shall have
a lien prior to the Securities as to all property and funds held by it
hereunder for any amount owing to it pursuant to this Section 7.07, except
with respect to funds held in trust for the payment of the principal of and
interest, premium and other amounts on, the Securities.


 


When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 6.01(4) or
Section 6.01(5), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration under any applicable Federal or state
bankruptcy, insolvency or other similar law.


 


The provisions of this Section 7.07
shall survive any termination of this Indenture.


 


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SECTION 7.08                       Conflicting
Interests


 


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


 


SECTION 7.09                       Corporate
Trustee Required; Eligibility


 


There shall at all
times be a Trustee hereunder which shall be a Person that is eligible under the
Trust Indenture Act to act as such.  The
Trustee shall have a combined capital and surplus of at least $50,000,000.  If such Person publishes reports of condition
at least annually, pursuant to law or to the requirements of Federal or state
supervising or examining authority, then for the purposes of this
Section 7.09 and to the extent permitted by the Trust Indenture Act, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.  If at any time the Trustee
shall, with respect to the Securities of any series, cease to be eligible in
accordance with the provisions of this Section 7.09, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article Seven.


 


SECTION 7.10                       Resignation
and Removal; Appointment of Successor


 


(a)           No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article Seven shall become effective until the acceptance
of appointment by the successor Trustee in accordance with the applicable
requirements of Section 7.11.


 


(b)           The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company.  If an instrument of acceptance by a successor
Trustee in accordance with the applicable requirements of Section 7.11
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


 


(c)           The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Securities of
such series then Outstanding, delivered to the Trustee and to the Company.  If an instrument of acceptance by a successor
Trustee in accordance with the applicable requirements of Section 7.11
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of removal, the Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.


 


(d)           If
at any time:


 


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


 


(2)           the Trustee shall cease
to be eligible under Section 7.09 and shall fail to resign after written
request therefor by the Company or by any such Holder, or


 


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


 


then, in any such
case, (i) the Company may remove the Trustee, or (ii) subject to
Section 6.14, any Holder who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.


 


(e)           If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company shall promptly appoint a
successor Trustee with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time
there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of
Section 7.11.  If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Securities of such series then Outstanding delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 7.11, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee
appointed by the Company.  If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 7.11, any Holder who has been a bona fide
Holder of a Security of such 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.


 


(f)            The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section 1.06.  Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.


 


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SECTION 7.11                       Acceptance
of Appointment by Successor


 


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


 


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


 


(c)           Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in paragraph
(a) or (b) of this Section 7.11, as the case may be.


 


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


 


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(e)           No
Trustee hereunder shall be liable for the acts or omissions of any successor
Trustee.


 


SECTION 7.12                       Merger,
Conversion, Consolidation or Succession to Business


 


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


 


SECTION 7.13                       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 7.14                       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 of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 2.11, 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 said supervising or examining authority, then for the purposes
of this Section 7.14, 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 7.14, such Authenticating Agent shall resign immediately in the
manner and with the effect specified in this Section 7.14.


 


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Any corporation
into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which such Authenticating Agent shall be a party, or any
corporation succeeding to the corporate agency or corporate trust business of
an Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this Section 7.14,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.


 


An Authenticating
Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company.  The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Company.  Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this
Section 7.14, the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.06, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. 
No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section 7.14.


 


The Company agrees
to pay to each Authenticating Agent from time to time reasonable compensation
for its services under this Section 7.14.


 


If an appointment
with respect to one or more series is made pursuant to this Section 7.14,
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 described in the within-mentioned Indenture.


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: Trustee

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:
  Authenticating Agent

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:
  Authorized Signatory

  



 


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SECTION 7.15                       Company
to Furnish Trustee Names and Addresses of Holders


 


The Company will
furnish or cause to be furnished to the Trustee:


 


(a)           not
later than 15 days after each Regular Record Date for each series of Securities
at the time Outstanding (or each date determined pursuant to Section 2.06
in the case of any series of Original Issue Discount Securities), a list for
each series of Securities, in such form as the Trustee may reasonably require,
of the names and addresses of the Holders of Securities of such series as of
such Regular Record Date (or as of such other date, as the case may be); 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 list is
furnished;


 


provided, however,
that so long as such Trustee is acting as Security Registrar for any series of
Securities, no such list shall be furnished with respect to any such series.


 


SECTION 7.16                       Preservation
of Information; Communications to Holders


 


(a)           The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 7.15 and the names and addresses of
Holders received by the Trustee in its capacity as Security Registrar, if it is
acting as such.  The Trustee may destroy
any list furnished to it as provided in Section 7.15 upon receipt of a new
list so furnished.


 


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


 


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


 


SECTION 7.17                       Reports
by Trustee


 


(a)           The
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.  To the extent that any such report is
required by the Trust Indenture Act with respect to any twelve-month period,
such report shall cover the twelve-month period ending January 15 and
shall be transmitted by the next succeeding March 15.


 


(b)           A
copy of each such report shall, at the time of such transmission to Holders, be
filed by the Trustee with each stock exchange upon which any 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.


 


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SECTION 7.18                       Reports
by Company


 


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


 


ARTICLE EIGHT



SATISFACTION AND DISCHARGE


 


SECTION 8.01                       Satisfaction
and Discharge of Indenture


 


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


 


(1)           either


 


(A)           all
Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 2.11 and (ii) Securities
for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 4.03) have been
delivered to the Trustee for cancellation; or


 


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


 


(i)            have
become due and payable, or


 


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


 


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


 


and the Company,
in the case of (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 Debt on such Securities not
theretofore delivered to the Trustee for cancellation, for principal (and premium,
if any) 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;


 


57





















 


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


 


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


 


Notwithstanding
the satisfaction and discharge of this Indenture pursuant to this
Article Eight, the obligations of the Company to the Trustee under
Section 7.07, the obligations of the Trustee to any Authenticating Agent
under Section 7.14 and, if money shall have been deposited with the
Trustee pursuant to subclause (B) of clause (1) of this
Section 8.01, the obligations of the Trustee under Section 8.02 and
the last paragraph of Section 4.03 shall survive.


 


SECTION 8.02                       Application
of Trust Money


 


Subject to the
provisions of the last paragraph of Section 4.03, all money deposited with
the Trustee pursuant to Section 8.01 shall be held in trust and applied by
it, in accordance with the provisions of the Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee.


 


ARTICLE NINE



DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION 9.01                       Applicability
of Article; Company’s Option to Effect Defeasance or Covenant Defeasance


 


Unless otherwise specified
as contemplated by Section 2.06 with respect to Securities of a particular
series, the Company may, at its option, by Board Resolution, Officer’s
Certificate or any other manner specified as contemplated by Section 2.06
for such series of Securities, at any time, with respect to any series of
Securities, elect to have either or both of Section 9.02 or
Section 9.03 be applied to the Outstanding Securities of such series, upon
compliance with the conditions set forth below in this Article Nine.


 


SECTION 9.02                       Defeasance
and Discharge


 


Upon the Company’s
exercise under Section 9.01 of its option to have this Section 9.02
applied to the Outstanding Securities of a particular series (as a whole and
not in part), the Company shall be deemed to have been discharged from its
obligations with respect to the Outstanding Securities of such series on and
after the date the conditions set forth in Section 9.04 are satisfied
(hereinafter called “Defeasance”), and thereafter such Securities shall not be
subject to redemption pursuant thereto. 
For this purpose, such Defeasance means that the Company shall be deemed
to have paid and discharged the entire Debt 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


 


58





















 


the following which shall survive until otherwise terminated or
discharged hereunder: (1) the rights of Holders of the Outstanding
Securities of such series to receive, solely from the trust fund described in
Section 9.05 and as more fully set forth in such Section, payments in
respect of the principal of (and premium, if any) and interest on such
Securities when payments are due, (2) the Company’s obligations with
respect to such Securities under Sections 2.09, 2.10, 2.11, 4.02 and 4.03,
(3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and this Article Nine. 
Subject to compliance with this Article Nine, the Company may
exercise its option to have this Section 9.02 applied to the Outstanding
Securities of such series notwithstanding the prior exercise of its option to
have Section 9.03 applied to the Securities of such series.  Following a Defeasance, payment of the
Securities of such series may not be accelerated because of the occurrence and
continuance of an Event of Default.


 


SECTION 9.03                       Covenant
Defeasance


 


Upon the Company’s
exercise under Section 9.01 of its option to have this Section 9.03
applied to the Outstanding Securities of a particular series (as a whole and
not in part), (1) the Company shall be released from its obligations under
Section 4.04, and under any additional or substitute covenant established
with respect to the Securities of any series pursuant to Section 2.06(26),
Section 10.01(2) or Section 10.01(7) if the Securities of
such series have been determined pursuant to Section 2.06 to be subject to
this provision (with Section 4.04, and any such additional and substitute
covenant, referred to herein as a “Defeasible Covenant”), and (2) the
occurrence of any event specified in Section 6.01(3) with respect to
such Defeasible Covenant shall be deemed not to be or result in an Event of
Default, in each case, with respect to the Outstanding Securities of such
series as provided in this Section 9.03 on and after the date the
conditions set forth in Section 9.04 are satisfied (hereinafter called
“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
Defeasible Covenant, whether directly or indirectly by reason of any reference
elsewhere herein to any Defeasible Covenant or by reason of any reference in
any such Defeasible Covenant to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.  Following a Covenant
Defeasance, payment of the Securities of such series may not be accelerated
because of an Event of Default specified in Section 6.01(4) or
Section 6.01(5) or by reference to Section 6.01(3) and such
Defeasible Covenant.


 


SECTION 9.04                       Conditions
to Defeasance or Covenant Defeasance


 


The following
shall be the conditions precedent to the application of either
Section 9.02 or Section 9.03 to the Outstanding Securities of a
particular series:


 


(1)           The Company shall
irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee which satisfies the requirements contemplated by
Section 7.09 and agrees to comply with the provisions of this
Article Nine 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) if
the Securities of such series are denominated in Dollars, (i) money in an
amount, or (ii) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance


 


59





















 


with their terms will provide, not later than one day before the due
date of any payment, money in an amount, or (iii) a combination thereof,
in each case, 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 any such other qualifying trustee) to pay
and discharge, the principal of (and premium, if any) and interest on the
Outstanding Securities of such series on the Maturity of such principal,
premium, if any, or interest, and any mandatory sinking fund payments or
analogous payments applicable to the Outstanding Securities of such series on
the due dates thereof, in accordance with the terms of this Indenture and such
Securities, or (B) if the Securities of such series are denominated in a
currency or currency unit other than Dollars, (i) money in such currency
or currency units in an amount, or (ii) Foreign Government Obligations
that 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 or such currency or currency unit in an amount,
or (iii) a combination thereof, in each case, 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, the principal of (and
premium, if any) and interest on the Outstanding Securities of such series on
the Maturity of such principal, premium, if any, or interest and any mandatory
sinking fund payments or analogous payments applicable to the Outstanding
Securities of such series on the due dates thereof, in accordance with the
terms of this Indenture and such Securities. 
Before such a deposit, the Company may make arrangements satisfactory to
the Trustee for the redemption of Securities at a future date or dates in
accordance with Article Three, which shall be given effect in applying the
foregoing.  As used herein:
(a) “U.S. Government Obligation” means any security which is (i) a
direct obligation of the United States of America for the payment of which the
full faith and credit of the United States of America is pledged or
(ii) an obligation of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by
the United States of America, which, in either case (i) or (ii), is not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in 

Section 3(a)(2) of the Securities Act) as custodian with respect to
any such U.S. Government Obligation or a specific payment of principal of or
interest on any such U.S. Government Obligation held by such custodian for the
account of the holder of such depository receipt; provided, that (except as
required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the
specific payment of principal of or interest on the U.S. Government Obligation
evidenced by such depository receipt; and (b) “Foreign Government
Obligation” means any security which is (x) a direct obligation of the
government that issued such currency for the payment of which the full faith
and credit of such government is pledged or (y) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality for such
government, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by such government, which, in either case (x) or (y), is
not callable or redeemable at the option of the issuer thereof, and shall also
include any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to
any Foreign Government Obligation or a specific payment of principal or interest
on any such Foreign


 


60





















 


Government Obligation held by such custodian for the account of the
holder of such depositary receipt; provided, that (except as required by law)
such custodian is not authorized to make any deductions from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the Foreign Government Obligation or the specific
payment of principal or interest evidenced by such depositary receipt.


 


(2)           In the event of an
election to have Section 9.02 apply to the Outstanding Securities of a
particular series, the Company shall have delivered to the Trustee an Opinion
of Counsel stating that (A) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling or (B) since the
date of this Indenture there has been a change in the applicable Federal income
tax law, in either case (A) or (B) to the effect that, and based
thereon such opinion shall confirm that, the Holders of Outstanding Securities
of such series will not recognize gain or loss for Federal income tax purposes
as a result of the deposit, Defeasance and discharge to be effected with
respect to such Securities and will be subject to Federal income tax on the same
amount, in the same manner and at the same times as would be the case if such
deposit, Defeasance and discharge were not to occur.


 


(3)           In the event of an
election to have Section 9.03 apply to the Outstanding Securities of a
particular series, the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that the Holders of Outstanding Securities of such
series will not recognize gain or loss for Federal income tax purposes as a
result of the deposit and Covenant Defeasance to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount,
in the same manner and at the same times as would be the case if such deposit
and Covenant Defeasance were not to occur.


 


(4)           No Default with respect
to the Outstanding Securities of such series shall have occurred and be
continuing (A) on the date of such deposit or (B) insofar as the
subsections 6.01(4) and (5) are concerned, at any time during the
period ending on the 91st day after the date of such deposit or, if longer,
ending on the day following the expiration of the longest preference period
applicable to the Company in respect of such deposit, it being understood that
the condition in this clause (B) shall not be deemed satisfied until the expiration
of such period.


 


(5)           Such Defeasance or
Covenant Defeasance shall not cause the Trustee for the Securities of such
series to have a conflicting interest as defined in Section 7.08 or for
purposes of the Trust Indenture Act with respect to any securities of the
Company.


 


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


 


(7)           Such Defeasance or Covenant
Defeasance shall not result in the trust arising from such deposit constituting
an investment company within the meaning of the Investment Company Act of 1940,
as amended, unless such trust shall be registered thereunder or exempt from
registration thereunder.


 


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(8)           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 2.06.


 


(9)           The Company shall have
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that all conditions precedent with respect to such Defeasance or
Covenant Defeasance have been complied with.


 


SECTION 9.05                       Deposited
Money, U.S. Government Obligations and Foreign Government Obligations to Be
Held in Trust; Miscellaneous Provisions


 


Subject to the
provisions of the last paragraph of Section 4.03, all money and U.S.
Government Obligations or Foreign Government Obligations (including the
proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section 9.05 and Section 9.06, the
Trustee and any such other trustee are referred to collectively as the “Trustee”)
pursuant to Section 9.04 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 any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.


 


The Company shall
pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the money or U.S. Government Obligations or Foreign
Government Obligations deposited pursuant to Section 9.04 or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Outstanding Securities
of such series.


 


Anything in this
Article Nine to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations or Foreign Government Obligations held by it as provided
in Section 9.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to the Outstanding Securities of such series.


 


SECTION 9.06                       Reinstatement


 


If the Trustee or
the Paying Agent is unable to apply any money in accordance with this
Article Nine, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s obligations under this Indenture and the
Outstanding Securities of such series from which the Company has been discharged
or released pursuant to Section 9.02 or 9.03 shall be revived and
reinstated as though no deposit had occurred pursuant to this Article Nine
with respect to the Outstanding Securities of such series, until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 9.05 with respect to such Securities in


 


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accordance with this Article Nine; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any
such Security following such reinstatement of its obligations, the Company
shall be subrogated to the rights (if any) of the Holders of such Securities to
receive such payment from the money so held in trust by the Trustee or the
Paying Agent.


 


ARTICLE TEN


 


SUPPLEMENTAL
INDENTURES


 


SECTION 10.01                     Supplemental
Indentures Without Consent of Holders


 


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


 


(1)           to evidence the
succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company 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 (and if such surrender relates to less than
all series of Securities, stating that such surrender is expressly limited to
such series); or


 


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


 


(4)           to add to or change any
of the provisions of this Indenture to such extent as shall be necessary to
permit or facilitate the issuance of Securities in bearer form, registrable or
not registrable as to principal, and with or without interest coupons, or to
permit or facilitate the issuance of Securities in uncertificated form; or


 


(5)           to add to, change or
eliminate any of the provisions of this Indenture in respect of one or more
series of Securities; provided, 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


 


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


 


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(7)           to establish the form
or terms of Securities of any series as permitted by Sections 2.01 and 2.06; or


 


(8)           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 7.11; or


 


(9)           to make any provisions
with respect to the conversion rights of Holders, including providing for the
conversion of the Securities into any other security or securities of the
Company; or


 


(10)         to cure any ambiguity, to
correct or supplement any provision in this Indenture or the Securities of any
series which may be inconsistent with any other provision in this Indenture or
such Securities, or to make any other provisions with respect to matters or
questions arising under this Indenture or the Securities of any series;
provided, that such action pursuant to this clause (10) shall not
adversely affect the interests of the Holders of any such Securities in any
material respect.


 


SECTION 10.02                     Supplemental
Indentures with Consent of Holders


 


With the consent
of the Holders of not less than a majority in principal amount of the
Outstanding Securities of all series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities of each 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 the rate of
interest thereon (including any change in the index, indices or formula
pursuant to which such rate is determined that would reduce such rate for any
period) or any premium payable upon the redemption thereof, or reduce the
amount of the principal of an Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 6.02, or change any Place of Payment where, or the
coin or currency in which, any Security or any premium or interest thereon is
payable or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date), or


 


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


 


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(3)           modify any of the
provisions of this Section 10.02 or Section 6.13 or
Section 4.05, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to “the Trustee” and
concomitant changes in this Section 10.02 and Section 4.05, or the
deletion of this proviso, in accordance with the requirements of Sections 7.11
and 10.01(8).


 


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.


 


It shall not be
necessary for any Act of Holders under this Section 10.02 to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.


 


SECTION 10.03                     Execution
of Supplemental Indentures


 


In executing, or
accepting the additional trusts created by, any supplemental indenture
permitted by this Article Ten or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 7.01) 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 10.04                     Effect
of Supplemental Indentures


 


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


 


SECTION 10.05                     Conformity
with Trust Indenture Act


 


Every supplemental
indenture executed pursuant to this Article Ten shall conform to the
requirements of the Trust Indenture Act.


 


SECTION 10.06                     Reference
in Securities to Supplemental Indentures


 


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


 


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supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.


 


*                  *                  *                  *                  *


 


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


 


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In Witness
Whereof, the parties hereto have caused this Indenture to be duly executed as
of the day and year first above written.


 


QWEST
COMMUNICATIONS INTERNATIONAL INC.


 


 


	
  By:

  	
  /s/ Janet K.
  Cooper

  	
   

  
	
   

  	
  Name: Janet K.
  Cooper

  
	
   

  	
  Title: Senior
  Vice President – Finance and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  U.S. BANK
  NATIONAL ASSOCIATION, as trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Hester M.
  Stafford

  	
   

  
	
   

  	
  Name: Hester M.
  Stafford

  
	
   

  	
  Title: A.V.P.