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Exhibit 4.2  







 

FRONTIER AIRLINES, INC.  


 TO  


Trustee  




  
  INDENTURE    
    


Dated as of                        , 2005  





 



  







FRONTIER AIRLINES, INC.  


Reconciliation and tie between Trust Indenture Act of 1939 and

Indenture, dated as of                        , 200     



	Trust Indenture Act Section
 
	 	Indenture Section

	§310(a)(1)	 	609
	 	(a)(2)	 	609
	 	(a)(3)	 	Not Applicable
	 	(a)(4)	 	Not Applicable
	 	(a)(5)	 	609
	 	(b)	 	608, 610
	 	(c)	 	Not Applicable
	§311(a)	 	613
	 	(b)	 	613
	§312(a)	 	701, 702(a)
	 	(b)	 	702(b)
	 	(c)	 	702(c)
	§313(a)	 	703(a)
	 	(b)	 	703(a)
	 	(c)	 	703(a)
	 	(d)	 	703(b)
	§314(a)	 	704, 1011
	 	(b)	 	Not Applicable
	 	(c)(1)	 	102
	 	(c)(2)	 	102
	 	(c)(3)	 	Not Applicable
	 	(d)	 	Not Applicable
	 	(e)	 	102
	§315(a)	 	601
	 	(b)	 	602
	 	(c)	 	601
	 	(d)	 	601
	 	(e)	 	514
	§316(a)	 	101
	 	(a)(1)(A)	 	104(h), 502, 512
	 	(a)(1)(B)	 	104(h), 513
	 	(a)(2)	 	Not Applicable
	 	(b)	 	508
	 	(c)	 	104(h)
	§317(a)(1)	 	503
	 	(a)(2)	 	504
	 	(b)	 	1003
	§318(a)	 	107
	 	(c)	 	107







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








   TABLE OF CONTENTS  



	 
	 	 
	 	Page

	Parties	 	1
	Recitals	 	1
	

 	
 	

ARTICLE ONE

Definitions and Other Provisions of General Application	
 	

 
	

Section 101.	
 	

Definitions	
 	

1
	 	 	Act	 	1
	 	 	Affiliate	 	1
	 	 	Authenticating Agent	 	1
	 	 	Authorized Newspaper	 	1
	 	 	Bearer Security	 	2
	 	 	Board of Directors	 	2
	 	 	Board Resolution	 	2
	 	 	Business Day	 	2
	 	 	Clearstream	 	2
	 	 	Commission	 	2
	 	 	Company	 	2
	 	 	Company Request	 	2
	 	 	Conversion Agent	 	2
	 	 	Corporate Trust Office	 	2
	 	 	Coupon	 	2
	 	 	Debt Securities	 	2
	 	 	Defaulted Interest	 	3
	 	 	Depositary	 	3
	 	 	Designated Currency	 	3
	 	 	Dollar	 	3
	 	 	Euro	 	3
	 	 	Euroclear	 	3
	 	 	European Communities	 	3
	 	 	Event of Default	 	3
	 	 	Exchange Rate	 	3
	 	 	Exchange Rate Agent	 	3
	 	 	Exchange Rate Officer's Certificate	 	3
	 	 	Foreign Currency	 	3
	 	 	GAAP	 	3
	 	 	Global Exchange Agent	 	3
	 	 	Global Exchange Date	 	3
	 	 	Global Security	 	3
	 	 	Government Obligations	 	4
	 	 	Holder	 	4
	 	 	Indenture	 	4
	 	 	Interest	 	4
	 	 	Interest Payment Date	 	4
	 	 	Maturity	 	4
	 	 	Mortgage	 	4
	 	 	Officers' Certificate	 	4
	 	 	Opinion of Counsel	 	4
	 	 	 	 	 





i







 

	 	 	Original Issue Discount Security	 	4
	 	 	Outstanding	 	4
	 	 	Paying Agent	 	5
	 	 	Person	 	5
	 	 	Place of Payment	 	5
	 	 	Predecessor Security	 	5
	 	 	Preferred Stock	 	5
	 	 	Redemption Date	 	5
	 	 	Redemption Price	 	5
	 	 	Registered Security	 	5
	 	 	Regular Record Date	 	5
	 	 	Remarketing Entity	 	5
	 	 	Repayment Date	 	5
	 	 	Repayment Price	 	6
	 	 	Responsible Officer	 	6
	 	 	Security Register	 	6
	 	 	Special Record Date	 	6
	 	 	Stated Maturity	 	6
	 	 	Subsidiary	 	6
	 	 	Trust Indenture Act	 	6
	 	 	Trustee	 	6
	 	 	United States	 	6
	 	 	United States Alien	 	6
	 	 	Voting Stock	 	6
	Section 102.	 	Compliance Certificates and Opinions	 	6
	Section 103.	 	Form of Documents Delivered to Trustee	 	7
	Section 104.	 	Acts of Holders	 	7
	Section 105.	 	Notices, etc., to Trustee and Company	 	10
	Section 106.	 	Notice to Holders; Waiver	 	10
	Section 107.	 	Conflict with Trust Indenture Act	 	11
	Section 108.	 	Effect of Headings and Table of Contents	 	11
	Section 109.	 	Successors and Assigns	 	11
	Section 110.	 	Separability Clause	 	11
	Section 111.	 	Benefits of Indenture	 	11
	Section 112.	 	Governing Law	 	11
	Section 113.	 	Legal Holidays	 	11
	Section 114.	 	Exemption from Individual Liability	 	11
	Section 115.	 	Counterparts	 	12
	

 	
 	

ARTICLE TWO

Debt Security Forms	
 	

 
	

Section 201.	
 	

Forms Generally	
 	

12
	Section 202.	 	Form of Trustee's Certificate of Authentication	 	13
	Section 203.	 	Debt Securities in Global Form	 	13
	

 	
 	

ARTICLE THREE

The Debt Securities	
 	

 
	

Section 301.	
 	

Amount Unlimited; Issuance in Series	
 	

13
	Section 302.	 	Denominations	 	16
	Section 303.	 	Execution, Authentication, Delivery and Dating	 	16
	 	 	 	 	 



ii








 

	Section 304.	 	Temporary Debt Securities	 	18
	Section 305.	 	Registration; Registration of Transfer and Exchange	 	20
	Section 306.	 	Mutilated, Destroyed, Lost and Stolen Debt Securities	 	23
	Section 307.	 	Payment of Interest; Interest Rights Preserved	 	24
	Section 308.	 	Persons Deemed Owners	 	25
	Section 309.	 	Cancellation	 	26
	Section 310.	 	Computation of Interest	 	26
	Section 311.	 	Certification by a Person Entitled to Delivery of a Bearer Security	 	26
	Section 312.	 	Judgments	 	26
	

 	
 	

ARTICLE FOUR

Satisfaction and Discharge	
 	

 
	

Section 401.	
 	

Satisfaction and Discharge of Indenture	
 	

27
	Section 402.	 	Application of Trust Money and Government Obligations	 	28
	Section 403.	 	Satisfaction, Discharge and Defeasance of Debt Securities of any Series	 	28
	

 	
 	

ARTICLE FIVE

Remedies	
 	

 
	

Section 501.	
 	

Events of Default	
 	

30
	Section 502.	 	Acceleration of Maturity; Rescission and Annulment	 	31
	Section 503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	32
	Section 504.	 	Trustee May File Proofs of Claim	 	32
	Section 505.	 	Trustee May Enforce Claims without Possession of Debt Securities or Coupons	 	33
	Section 506.	 	Application of Money Collected	 	33
	Section 507.	 	Limitation on Suits	 	33
	Section 508.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	34
	Section 509.	 	Restoration of Rights and Remedies	 	34
	Section 510.	 	Rights and Remedies Cumulative	 	34
	Section 511.	 	Delay or Omission Not Waiver	 	34
	Section 512.	 	Control by Holders of Debt Securities	 	34
	Section 513.	 	Waiver of Past Defaults	 	35
	Section 514.	 	Undertaking for Costs	 	35
	Section 515.	 	Waiver of Stay or Extension Laws	 	35
	

 	
 	

ARTICLE SIX

The Trustee	
 	

 
	

Section 601.	
 	

Certain Duties and Responsibilities	
 	

36
	Section 602.	 	Notice of Default	 	36
	Section 603.	 	Certain Rights of Trustee	 	36
	Section 604.	 	Not Responsible for Recitals or Issuance of Debt Securities	 	37
	Section 605.	 	May Hold Debt Securities or Coupons	 	37
	Section 606.	 	Money Held in Trust	 	37
	Section 607.	 	Compensation and Reimbursement	 	37
	Section 608.	 	Disqualification; Conflicting Interests	 	38
	Section 609.	 	Corporate Trustee Required; Eligibility	 	38
	Section 610.	 	Resignation and Removal; Appointment of Successor	 	39
	Section 611.	 	Acceptance of Appointment by Successor	 	40
	Section 612.	 	Merger, Conversion, Consolidation or Succession to Business	 	41
	Section 613.	 	Preferential Collection of Claims Against Company	 	41
	Section 614.	 	Authenticating Agent	 	41
	 	 	 	 	 





iii







 

	Section 615.	 	Conversion Agent	 	42
	

 	
 	

ARTICLE SEVEN

Holders' Lists and Reports By Trustee and Company	
 	

 
	

Section 701.	
 	

Company to Furnish Trustee Names and Addresses of Holders	
 	

43
	Section 702.	 	Preservation of Information; Communications to Holders	 	43
	Section 703.	 	Reports by Trustee	 	44
	Section 704.	 	Reports by Company	 	44
	

 	
 	

ARTICLE EIGHT

Consolidation, Merger, Conveyance, Transfer or Lease	
 	

 
	

Section 801.	
 	

Company May Consolidate, etc. Only on Certain Terms	
 	

44
	Section 802.	 	Successor Corporation Substituted	 	45
	

 	
 	

ARTICLE NINE

Supplemental Indentures	
 	

 
	

Section 901.	
 	

Supplemental Indentures without Consent of Holders	
 	

45
	Section 902.	 	Supplemental Indentures with Consent of Holders	 	46
	Section 903.	 	Execution of Supplemental Indentures	 	47
	Section 904.	 	Effect of Supplemental Indentures	 	47
	Section 905.	 	Conformity with Trust Indenture Act	 	47
	Section 906.	 	Reference in Debt Securities to Supplemental Indentures	 	47
	

 	
 	

ARTICLE TEN

Covenants	
 	

 
	

Section 1001.	
 	

Payment of Principal, Premium and Interest	
 	

48
	Section 1002.	 	Maintenance of Office or Agency	 	48
	Section 1003.	 	Money for Debt Securities Payments to Be Held in Trust	 	49
	Section 1004.	 	Corporate Existence	 	50
	Section 1005.	 	Maintenance of Properties	 	50
	Section 1006.	 	Payment of Additional Amounts	 	50
	Section 1007.	 	Payment of Taxes and Other Claims	 	51
	Section 1008.	 	Officer's Certificate as to Default	 	51
	Section 1009.	 	Waiver of Certain Covenants	 	51
	

 	
 	

ARTICLE ELEVEN

Redemption of Debt Securities	
 	

 
	

Section 1101.	
 	

Applicability of Article	
 	

52
	Section 1102.	 	Election to Redeem; Notice to Trustee	 	52
	Section 1103.	 	Selection by Trustee of Debt Securities to be Redeemed	 	52
	Section 1104.	 	Notice of Redemption	 	52
	Section 1105.	 	Deposit of Redemption Price	 	53
	Section 1106.	 	Debt Securities Payable on Redemption Date	 	53
	Section 1107.	 	Debt Securities Redeemed in Part	 	54
	

 	
 	

ARTICLE TWELVE

Sinking Funds	
 	

 
	

Section 1201.	
 	

Applicability of Article	
 	

54
	Section 1202.	 	Satisfaction of Sinking Fund Payments with Debt Securities	 	54
	Section 1203.	 	Redemption of Debt Securities for Sinking Fund	 	55
	 	 	 	 	 



iv







 

	

 	
 	

ARTICLE THIRTEEN

Repayment at the Option of Holders	
 	

 
	

Section 1301.	
 	

Applicability of Article	
 	

55
	Section 1302.	 	Repayment of Debt Securities	 	55
	Section 1303.	 	Exercise of Option; Notice	 	55
	Section 1304.	 	Election of Repayment by Remarketing Entities	 	56
	Section 1305.	 	Securities Payable on the Repayment Date	 	56
	

 	
 	

ARTICLE FOURTEEN

Meetings of Holders of Debt Securities	
 	

 
	

Section 1401.	
 	

Purposes for Which Meetings May Be Called	
 	

57
	Section 1402.	 	Call, Notice and Place of Meetings	 	57
	Section 1403.	 	Persons Entitled to Vote at Meetings	 	57
	Section 1404.	 	Quorum; Action	 	57
	Section 1405.	 	Determination of Voting Rights; Conduct and Adjournment of Meetings	 	58
	Section 1406.	 	Counting Votes and Recording Action of Meetings	 	59
	

 	
 	

ARTICLE FIFTEEN

Defeasance	
 	

 
	

Section 1501.	
 	

Termination of Company's Obligations	
 	

59
	Section 1502.	 	Repayment to Company	 	60
	Section 1503.	 	Indemnity for Government Obligations	 	60




v










        INDENTURE (the "Indenture") dated as of                        , between FRONTIER
AIRLINES, INC., a Colorado corporation (hereinafter called the "Company"), having its principal place of
business at 7001 Tower Rd., Denver, Colorado 80249, and                        , (hereinafter called the "Trustee"), having its
Corporate Trust Office at                        .
 


RECITALS OF THE COMPANY  


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


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


        NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


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


ARTICLE ONE

Definitions and Other Provisions of General Application  


        Section 101. Definitions.  



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



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


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



        (3)   all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; and 


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




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


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



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


        "Authenticating
Agent" means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Debt Securities. 



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







 



different
newspapers in the same city meeting the foregoing requirements and in each case on any Business Day. 



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


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


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


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


        "Clearstream"
means Clearstream Banking S.A. 


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


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



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


        "Conversion
Agent" means any Person authorized by the Company to provide for the conversion or exchange of any Debt Securities that are convertible or exchangeable into common stock or
preferred stock. 


        "Corporate
Trust Office" means the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of
original execution of this Indenture is located
at                                         
       , Attention:                        , except that, with respect to presentation of the Debt
Securities for payment or
registration of transfers or exchanges and the location of the Security Registrar, such term means the office or agency of the Trustee in New York, which at the date of original execution of this
Indenture is located
at                                         
       . 


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



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


2







 



        "Defaulted
Interest" has the meaning specified in Section 307. 


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


        "Designated
Currency" has the meaning specified in Section 312. 


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



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


        "Euroclear"
means Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the Euroclear System. 


        "European
Communities" means the European Economic Community, the European Coal and Steel Community and the European Atomic Energy Community. 


        "Event
of Default" has the meaning specified in Section 501. 


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


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


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


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


        "GAAP"
means generally accepted accounting principles in the United States of America as in effect as of the date hereof, including, without limitation, those set forth in the opinions
and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. 


        "Global
Exchange Agent" has the meaning specified in Section 304. 


        "Global
Exchange Date" has the meaning specified in Section 304. 


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


3







 



        "Government
Obligations" means, in respect of any series of Debt Securities, securities of (i) the government which issued the currency in which Debt Securities of such series are
denominated and/or in which interest is payable on the Debt Securities of such series or (ii) government agencies backed by the full faith and credit of such government. 


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


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


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


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


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



        "Mortgage"
means and includes any mortgage, pledge, lien, security interest, conditional sale or other title retention agreement or other similar encumbrance. 


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


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


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


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



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


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



4







 




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




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


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


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


        "Place
of Payment," when used with respect to the Debt Securities of any series means any place where the principal of (and premium, if any) and interest on the Debt Securities of that
series are payable or may be presented for conversion or exchange as specified as contemplated by Section 301. 


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


        "Preferred
Stock," as applied to the capital stock of any corporation, means stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as
to the distribution of assets on any voluntary or involuntary liquidation or dissolution of such corporation, over shares of stock of any other class of such corporation. 


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


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



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


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


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


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


5







 



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


        "Responsible
Officer" when used with respect to the Trustee, means any officer of the Trustee assigned by it to administer its corporate trust matters. 


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


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


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


        "Subsidiary"
means any Person more than 50% of the outstanding shares of Voting Stock, except for directors' qualifying shares, of which shall at the time be owned, directly or
indirectly, by the Company or by one or more of the Subsidiaries, or by the Company and one or more other Subsidiaries. 


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



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


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


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


        "Voting
Stock," as applied to the stock (or the equivalent thereof) of any Person, means stock (or the equivalent thereof) of any class or classes, however designated, entitled in the
ordinary course to vote in an election of directors of such corporation, other than stock (or such equivalent) having such power only by reason of the happening of a contingency. 



        Section 102. Compliance Certificates and Opinions.  


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


6







 



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



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


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


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


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




        Section 103. Form of Documents Delivered to Trustee.  


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


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


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


        Section 104. Acts of Holders.


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


7







 



Security,
shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.
The record of any meeting of Holders of Debt Securities shall be proved in the manner provided in Section 1406. 


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


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


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


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


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



        (g)   For
purposes of determining the principal amount of Outstanding Debt Securities of any series the Holders of which are required, requested or permitted to give any
request, demand, authorization, direction, notice, consent, waiver or take any other Act under this Indenture, (i) each Original Issue Discount Security shall be deemed to have the principal
amount determined by the Trustee that could be declared to be due and payable pursuant to the terms of such Original Issue Discount Security as of the date there is delivered to the Trustee and, where
it is hereby expressly required, to the Company, such Act by Holders of the required aggregate principal amount of the Outstanding Debt Securities of such series and (ii) each Debt Security
denominated in a Foreign Currency or composite currency shall be deemed to have the principal amount determined by the Exchange Rate Agent by converting the principal amount of such Debt Security in
the currency in which such Debt Security is denominated into Dollars at the Exchange Rate as of the date such Act is delivered to the Trustee and, where it is hereby expressly required, to the
Company, by Holders of the required aggregate principal amount of the Outstanding Debt Securities of such series. 


        (h)   The
Company may set any day as a record date for the purpose of determining the Holders of Outstanding Debt Securities of any series entitled to give, make or take any
request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Debt 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 


8







 



any
record date is set pursuant to this paragraph, the Holders of Outstanding Debt 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 Expiration Date (as defined below) by Holders of the requisite principal amount of Outstanding Debt 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 with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Debt 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 proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Debt Securities of
the relevant series in the manner set forth in Section 106. 


        The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Debt Securities of any series entitled to join in the giving or making of
(i) any notice of an Event of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in
Section 507(2), or (iv) any direction referred to in Section 512, in each case with respect to Debt Securities of such series. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Debt 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 Expiration Date by Holders of the requisite principal amount of Outstanding Debt 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 with
no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of
Outstanding Debt 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 proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Debt Securities of the relevant series
in the manner set forth in Section 106. 


        With
respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the "Expiration Date" and from time to time may
change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration
Date is given to the other party hereto in writing, and to each Holder of Debt Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration
Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the
180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. 


9







 



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



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



        (1)   the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided), if in writing and sent by
certified mail or by courier to the Trustee at its Corporate Trust Office, 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 sent by
certified mail or by courier to the Company addressed to the attention of its Secretary at the address of its principal office specified in the first paragraph of this instrument or at any other
address previously furnished in writing to the Trustee by the Company. 




        Section 106. Notice to Holders; Waiver. 


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


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


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


        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. 


10







 



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


        Section 107. Conflict with Trust Indenture Act.  



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


        Section 108. Effect of Headings and Table of Contents.  


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


        Section 109. Successors and Assigns.  


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


        Section 110. Separability Clause.  


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


        Section 111. Benefits of Indenture.  


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


        Section 112. Governing Law.  


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


        Section 113. Legal Holidays.  


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


        Section 114. Exemption from Individual Liability.  


        No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Debt Security or any coupon, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly
or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations of the Company, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, shareholders, officers or directors, as such, of the 


11







 



Company
or of any successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Debt Securities or any coupon or implied therefrom; and that any and all such personal liability, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against, every such incorporator, shareholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason
of the obligations, covenants or agreements contained in this Indenture or in any of the Debt Securities or any coupon or implied therefrom, are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issue of such Debt Securities. 


        Section 115. Counterparts.  


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


ARTICLE TWO

Debt Security Forms  


        Section 201. Forms Generally.  



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


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


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


12







 



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


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



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



	

 	
 	

 as Trustee
	

 	
 	

By	
 	

Authorized Officer





        Section 203. Debt Securities in Global Form.  


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


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


        Global
Securities may be issued in either registered or bearer form and in permanent form or, in the case of Bearer Securities, either temporary or permanent form. 


ARTICLE THREE

The Debt Securities  


        Section 301. Amount Unlimited; Issuance in Series.  



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


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



        (1)   the
title of the Debt Securities of the series (which shall distinguish the Debt Securities of the series from all other Debt Securities); 



        (2)   the
price or prices (expressed as a percentage of the principal amount thereof) at which the Debt Securities of the series may be issued; 



13







 




        (3)   the
ranking of such Debt Securities; 


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


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


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


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



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


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


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


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


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



14







 




credited
to the Persons entitled to interest payable on such Interest Payment Date if other than as provided in this Article Three; 


        (13) whether,
and under what conditions, additional amounts will be payable to Holders of Debt Securities of the series pursuant to Section 1006; 



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


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


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


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



        (18) if
the amount of payments of principal of (and premium, if any) or interest on the Debt Securities of the series may be determined with reference to an index, the
manner in which such amounts shall be determined; 


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


        (20) if
the Debt Securities of the series are convertible or exchangeable into common stock or preferred stock, the conversion price or exchange ratio therefor, the period
during which such Debt Securities are convertible or exchangeable and any terms and conditions for the conversion or exchange of such Debt Securities; 


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


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


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



15







 




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


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




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


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



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


        Section 302. Denominations.  


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


        Section 303. Execution, Authentication, Delivery and Dating.


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


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


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


16









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


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



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


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


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


        (iv)  an
Opinion of Counsel stating 



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


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


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





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


17







 

Global
Securities, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary and (iii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary's instructions. 



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


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



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


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


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


        Section 304. Temporary Debt Securities.


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


        (b)   Unless
otherwise provided pursuant to Section 301: 



        (i)    Except
in the case of temporary Debt Securities in global form, if temporary Debt Securities of any series are issued, the Company will cause definitive Debt Securities
of such series to be prepared without unreasonable delay. After the preparation of definitive Debt Securities of such series, the related temporary Debt Securities shall be exchangeable for such
definitive Debt 



18







 

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


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


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


        (iv)  The
interest of a beneficial owner of Debt Securities of a series in a temporary Global Security shall be exchanged for definitive Debt Securities of the same series
and of like tenor and terms following the Global Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on such account holder's behalf
and, in the case of the exchange of the temporary Global Security for definitive Bearer Securities 



19







 




(including
a definitive Global Bearer Security), the account holder delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 and,
if applicable, A-2 to this Indenture, dated no earlier than 15 days prior to the Global Exchange Date, copies of which certificate shall be available from the offices of Euroclear
and Clearstream, the Global Exchange Agent, any authenticating agent appointed for such series of Debt Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security,
any such exchange shall be made free of charge to the beneficial owners of such temporary Global Security, except that a Person receiving definitive Debt Securities must bear the cost of insurance,
postage, transportation and the like in the event that such Person does not take delivery of such definitive Debt Securities in person at the offices of Euroclear and Clearstream. Definitive Debt
Securities in bearer form to be delivered in exchange for any portion of a temporary Global Security shall be delivered only outside the United States. 



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




        Section 305. Registration; Registration of Transfer and Exchange.  



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


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


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


        At
the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by
Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of 


20







 



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


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


        If
at any time the Depositary for the Debt Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Debt Securities of such series or
if at any time the Depositary for the Debt Securities of such series shall no longer be eligible under Section 303(h), the Company shall appoint a successor Depositary with respect to the Debt
Securities of such series. If a successor Depositary for the Debt Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes
aware of such ineligibility, the Company's election pursuant to Section 301(11) shall no longer be effective with respect to the Debt Securities of such series and the Company will
execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such
series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or
Securities. 


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


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


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


21







 

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


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


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


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


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


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


22







 



a
Bearer Security may be exchanged for a Registered Security of like tenor and terms of that series, provided that such Registered Security shall be
simultaneously surrendered for redemption. 


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


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


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


        In
case any such mutilated, destroyed, lost or stolen Debt Security or coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a
new Debt Security, pay such Debt Security or coupon; provided, however, that payment of principal of (and premium, if any) and any interest on Bearer
Securities shall, except as otherwise provided in Section 1002, be payable only at an office or agency located outside the United States; and provided,
further, that, with respect to any such coupons, interest represented thereby (but not any additional amounts payable as provided in Section 1006), shall be payable only
upon presentation and surrender of the coupons appertaining thereto. 


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


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


23







 



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


        Section 307. Payment of Interest; Interest Rights Preserved.  


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


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



        (1)   The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money and/or Government Obligations the payments of principal and interest on which when due (and without reinvestment) will provide money in such amounts as will
(together with any money irrevocably deposited in trust with the Trustee, without investment) be equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money and/or Government Obligations 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. Unless the Trustee is acting as the Security Registrar, promptly after such Special Record Date, the Company shall furnish the
Trustee with a list, or shall make arrangements satisfactory to the Trustee with respect thereto, of the names and addresses of, and principal amounts of Registered Securities of such series held by,
the Holders appearing on the Security Register at the close of business on such Special Record Date. In the name and at the expense of the Company, the Trustee shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Registered Securities of such series at his address as it appears
in the Security Register, not less 



24







 

than
10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names the Registered Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following Clause (2). In case a Bearer Security of any series is surrendered at the office or agency in a Place of Payment for such
series in exchange for a Registered Security of such series after the close of business at such office or agency on any Special Record Date and before the opening of business at such office or agency
on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such proposed date of payment and Defaulted Interest will not
be payable on such proposed date of payment in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture. 


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




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


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


        Section 308. Persons Deemed Owners.  


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


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



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


25







 



        Section 309. Cancellation.  


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


        Section 310. Computation of Interest.  


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


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


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


        Section 312. Judgments.  


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


26







 


ARTICLE FOUR

Satisfaction and Discharge  


        Section 401. Satisfaction and Discharge of Indenture.  



        Unless this Section 401 is not applicable to any series of Debt Securities then outstanding, then, this Indenture shall upon Company Request cease to be of
further effect (except as to any surviving rights of registration of transfer or exchange of Debt Securities herein expressly provided for and rights to receive payments of principal and interest
thereon and any right to receive additional amounts, as provided in Section 1006) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture when 



        (1)   either




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


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



        (i)    have
become due and payable, or 


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



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




and
the Company, in the case of (B)(i), (B)(ii) or (B)(iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money
and/or Government Obligations the payments of principal and interest on which when due (and without reinvestment) will provide money in such amounts as will (together with any money irrevocably
deposited in trust with the Trustee, without investment) be sufficient to pay and discharge the entire indebtedness on such Debt Securities and coupons of such series for principal (and premium, if
any) and interest, and any mandatory sinking fund, repayment or analogous payments thereon, on the scheduled due dates therefor to the date of such deposit (in the case of Debt Securities and coupons
which have become due and payable) or to the Stated Maturity or Redemption Date, if any, and all Repayment Dates (in the case of Debt Securities repayable at the option of the Holders thereof);  provided, however,
 that in the event a petition for relief under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar
law is filed with respect to the Company within 91 days after the deposit, the obligations of the Company under the Indenture with respect to the Debt Securities of such series shall not be
deemed terminated or discharged, and in such event the Trustee shall be required to return the deposited money and Government Obligations then held by the Trustee to the Company; 




27







 




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


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




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


        Section 402. Application of Trust Money and Government Obligations.



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



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


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


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


        If this Section 403 is specified, as contemplated by Section 301, to be applicable to Debt Securities of any series, then, notwithstanding
Section 401, (i) the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Debt Securities of any such series and related coupons;
(ii) the provisions of this Indenture as it relates to such Outstanding Debt Securities and related coupons shall no longer be in effect (except as to (A) the rights of Holders of Debt
Securities to receive, from the trust fund described in subparagraph (1) below, payment of (x) the principal of (and premium, if any) and any installment of principal of (and premium, if
any) or interest on such Debt Securities and related coupons on the Stated Maturity of such principal (and premium, if any) or installment of principal (and premium, if any) or interest or
(y) any mandatory sinking fund, repayment or analogous payments applicable to the Debt Securities of that series on that day on which such payments are due and payable in accordance with the
terms of this Indenture and of such Debt Securities, (B) the Company's obligations with respect to such Debt Securities under Sections 304, 305, 306, 1002, 1003 and 1006, and
(C) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including those under Section 607 hereof); and (iii) the Trustee, at the expense of the 


28







 



Company,
shall, upon Company Order, execute proper instruments acknowledging satisfaction and discharge of such indebtedness, when 



        (1)   either




        (A)  with
respect to all Outstanding Debt Securities of such series and related coupons, with reference to this Section 403, the Company has deposited or caused to be
deposited with the Trustee irrevocably, as trust funds in trust, money and/or Government Obligations the payments of principal and interest on which when due (and without reinvestment) will provide
money in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay and discharge (i) the principal of (and premium,
if any) and interest on the Outstanding Debt Securities of that series on the Stated Maturity of such principal or interest or, if such series may be redeemed by the Company prior to the Stated
Maturity thereof and the Company shall have given irrevocable instructions to the Trustee to effect such redemption, at the date fixed for such redemption pursuant to Article Eleven, and
(ii) any mandatory sinking fund payments or analogous payments applicable to Debt Securities of such series on the date on which such payments are due and payable in accordance with the terms
of this Indenture and of such Debt Securities; or 


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




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


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


        (4)   no
Event of Default or event which, with the giving of notice or lapse of time, or both, would become an Event of Default pursuant to Section 501(1), (2), (3),
(6) or (7) with respect to the Debt Securities of such series shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 501(6) or
Section 501(7) or event which, with the giving of notice or lapse of time, or both, would become an Event of Default under Section 501(6) or
Section 501(7) shall have occurred and be continuing on the 91st day after such date; provided, however, that should that condition fail to be satisfied on or before such 91st day, the
Trustee shall promptly, upon satisfactory receipt of evidence of such failure, return such deposit to the Company; 


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


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




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


29







 

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



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


ARTICLE FIVE

Remedies  


        Section 501. Events of Default.  



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



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


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


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


        (4)   default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of Debt Securities of a series other than such series),
and continuance of such default or breach for a period of 60 days after there has been given by registered or certified mail, to the Company by the Trustee, or to the Company and the Trustee by
the Holders of at least 25% in principal amount of the Outstanding Debt Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that
such notice is a "Notice of Default" hereunder, or 


        (5)   the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under
any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or 



30







 




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


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




        Section 502. Acceleration of Maturity; Rescission and Annulment.  



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


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



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



        (A)  all
overdue installments of interest on all Debt Securities of such series, 


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



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


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





        and




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




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


31







 


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


        The Company covenants that if: 



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


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




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



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


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


        Section 504. Trustee May File Proofs of Claim.  


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



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


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



32







 





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


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


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


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


        Section 506. Application of Money Collected.  


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



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


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



        THIRD:
The balance, if any, to the Person or Persons entitled thereto. 




        Section 507. Limitation on Suits.  


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



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


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



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        (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 Outstanding Debt Securities of such series; 




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


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


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


        Section 509. Restoration of Rights and Remedies.  


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


        Section 510. Rights and Remedies Cumulative.  


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


        Section 511. Delay or Omission Not Waiver.  


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


        Section 512. Control by Holders of Debt Securities.  


        The Holders of a majority in principal amount of the Outstanding Debt Securities of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy 


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available
to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such series, provided, that 



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


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


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




        Section 513. Waiver of Past Defaults.  


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



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


        (2)   in
respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Debt
Security of such series 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 514. Undertaking for Costs.  


        All parties to this Indenture agree, and each Holder of any Debt Security or coupon by his acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having a due regard to the merits and good faith of the claims or defenses made by such party litigant, but the provisions of this Section shall not
apply to any suit instituted by the Company or the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 25% in principal amount of the Outstanding
Debt Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Debt Security or the payment of
any coupons on or after the respective Stated Maturity or Maturities expressed in such Debt Security or coupon (or, in the case of redemption or repayment, on or after the Redemption Date or Repayment
Date, as the case may be). 


        Section 515. Waiver of Stay or Extension Laws.  


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


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ARTICLE SIX

The Trustee  


        Section 601. Certain Duties and Responsibilities.  



        Except during the continuance of an Event of Default, the Trustee's duties and responsibilities under this Indenture shall be governed by the Trust Indenture Act.
In case an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture, and shall use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 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. 


        Section 602. Notice of Default.  


        If a default occurs hereunder with respect to Debt Securities of any series the Trustee shall transmit by mail to all Holders of Debt Securities of such series
notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 501(4) with
respect to Debt Securities of such series no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Debt Securities of such series. 


        Section 603. Certain Rights of Trustee.  


        Except as otherwise provided in Section 601 



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


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


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


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



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


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        (f)    the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney, other than any such books or records containing information as to the affairs of the customers of the Company or any of its Subsidiaries;  provided that the Trustee may examine such books and records relating to customers to the extent that such books and records contain information as to
any payments made to such customers in their capacity as Holders of Debt Securities; provided, further, that the Trustee shall treat all information regarding the Company which it receives pursuant to
this Indenture and its duties hereunder as confidential and shall not disclose such information unless necessary in order to fulfill its duties under this Indenture or the Trust Indenture Act; and 


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


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


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


        Section 605. May Hold Debt Securities or Coupons.  


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


        Section 606. Money Held in Trust.  


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


        Section 607. Compensation and Reimbursement.  


        The Company agrees 



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



37







 

        (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 loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this trust or performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties hereunder. 




        The
Trustee shall promptly notify the Company of any claim for which it may seek indemnification pursuant to the provisions of this Indenture. The Company shall be entitled to
participate in, and to the extent that it shall wish, to assume the defense of such claim, with counsel satisfactory to the Trustee (and the Trustee shall cooperate in the defense thereof), and after
notice from the Company to the Trustee of the Company's election so to assume the defense thereof, the Company shall not be liable to the Trustee under this Indenture for any legal or other expenses
subsequently incurred by the Trustee in connection with the defense thereof other than reasonable costs of investigation. The Company shall not be obligated under any settlement agreement relating to
any claim under this Indenture to which it has not agreed in writing. 


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


        The
provisions of this Section 607 shall survive the resignation or removal of the Trustee and the termination of this Indenture. 


        Section 608. Disqualification; Conflicting Interests.  


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


        Section 609. Corporate Trustee Required; Eligibility.  


        There shall at all times be a Trustee hereunder which shall be a corporation that is eligible pursuant to the Trust Indenture Act to act as such and organized and
doing business under the laws of the United States, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus
of at least $25,000,000, and subject to supervision or examination by Federal or State authority; provided, however, that if Section 310(a) of the Trust Indenture Act or the rules and
regulations of the Commission under the Trust Indenture Act at any time permit a corporation organized and doing business under the laws of any other jurisdiction to serve as trustee of an indenture
qualified under the Trust Indenture Act, this Section 609 shall be automatically amended to permit a corporation organized and doing business under the laws of any such other jurisdiction to
serve as Trustee hereunder. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance with the 


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provisions
of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 


        Section 610. Resignation and Removal; Appointment of Successor.



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


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



        (c)   The
Trustee may be removed at any time with respect to the Debt Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Debt
Securities of such series, delivered to the Trustee and to the Company. 


        (d)   If
at any time: 



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



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


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


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




then,
in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to such series at any time or (ii) subject to Section 514, any Holder who has
been a bona fide Holder of a Debt Security of any series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee for the Debt Securities of such series and the appointment of a successor Trustee. 



        (e)   If
the Trustee shall resign, be removed or become incapable of acting with respect to any series of Debt Securities, or if a vacancy shall occur in the office of Trustee
for any cause, with respect to the Debt Securities or one or more series, the Company, by a Board Resolution, shall promptly 


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


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


        Section 611. Acceptance of Appointment by Successor.


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


40







 



separate
and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture, the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Debt Securities of that or those series to which the appointment of such successor Trustee relates; but, on the request of the Company or
any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Debt
Securities of that or those series to which the appointment of such successor Trustee relates. 


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


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


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



        Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall, with the written approval of
the Company, be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the executing or filing of any paper or any
further act on the part of any of the parties hereto. In case any Debt Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion,
consolidation or sale to such authenticating Trustee may adopt such authentication and deliver the Debt Securities so authenticated with the same effect as if such successor Trustee had itself
authenticated such Debt Securities. In case any Debt Securities shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Debt
Securities, in either its own name or that of its predecessor Trustee, with the full force and effect which this Indenture provides for the certificate of authentication of the Trustee. If the
Trustee's successor by merger, conversion, consolidation or sale shall not have received the written approval of the Company, such successor shall resign within 20 days after the merger,
conversion, consolidation or sale and such vacancy in the office of the Trustee shall be filled in the manner specified in Section 610. 


        Section 613. Preferential Collection of Claims Against Company.  



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


        Section 614. Authenticating Agent.  


        The Trustee may upon Company request appoint one or more Authenticating Agents (including, without limitation, the Company or any Affiliate thereof) with respect
to one or more series of Debt Securities which shall be authorized on behalf of the Trustee in authenticating Debt Securities of such series in connection with the issue, delivery, registration of
transfer, exchange, partial redemption or repayment of such Debt Securities. Wherever reference is made in this Indenture to the authentication of Debt Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent must be acceptable to the Company and, in the case of Registered Securities, must be a 


41







 



corporation
organized and doing business under the laws of the United States or of any State or the District of Columbia, having a combined capital and surplus of at least $25,000,000, authorized
under such laws to do a trust business and subject to supervision or examination by Federal or State authorities, and in the case of Bearer Securities and an authenticating agent who is not organized
and doing business under the laws of the United States or of any State thereof or the District of Columbia, is subject to supervision or examination by the appropriate foreign authorities. 


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


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


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


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



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


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



	

	
 	

 
	

By	
 	

As Authenticating Agent for the Trustee	
 	

 
	
By	
 	

Authorized Officer	
 	

 






        Section 615. Conversion Agent.  


        The Trustee may upon Company request appoint one or more Conversion Agents (including, without limitation, the Company or any Affiliate thereof) with respect to
one or more series of convertible or exchangeable Debt Securities which shall be authorized on behalf of the Trustee to accept Debt Securities of such series for conversion or exchange and to deliver
the consideration payable to Holders of Debt Securities of such series upon such conversion or exchange. Each Conversion Agent must be acceptable to the Company and, in the case of Registered
Securities, must be a corporation organized and doing business under the laws of the United States or of any State or 


42







 



the
District of Columbia, having a combined capital and surplus of at least $25,000,000, authorized under such laws to do a trust business and subject to supervision or examination by Federal or State
authorities, and in the case of Bearer Securities and a Conversion Agent who is not organized and doing business under the laws of the United States or of any State thereof or the District of
Columbia, is subject to supervision or examination by the appropriate foreign authorities. 


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


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



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


        The
provisions of Sections 104, 111, 603, 604 and 605 shall be applicable to any Conversion Agent. 


ARTICLE SEVEN

Holders' Lists and Reports By Trustee and Company  


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



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



        (1)   semi-annually,
not later
than                        and                
        in each year, a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Registered Securities as of the
preceding                        or                
        , as the case may be, and
 


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




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


        Section 702. Preservation of Information; Communications to Holders.



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


43







 



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


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


        Section 703. Reports by Trustee.


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


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


        Section 704. Reports by Company.



        The
Company shall file with the Trustee and transmit to Holders such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the time and in the manner required by such Act. Notwithstanding the foregoing, the Company shall only be required to file with the Trustee and transmit to Holders any information,
documents or reports required to be filed with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 within 15 days after the same are
actually filed with the Commission. 


ARTICLE EIGHT

Consolidation, Merger, Conveyance, Transfer or Lease  


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


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



        (1)   (A) in
case the Company shall consolidate with or merge into another Person, the Company shall be the surviving or continuing Person or (B) in case the
Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation
or into which the Company is merged (if other than the Company) or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an
entirety shall be a corporation organized and existing under the laws of the United States of America, any political subdivision thereof or any State thereof and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest
(including all additional amounts, if any, payable pursuant to Section 1006) on all the Debt Securities and the performance of every covenant of this Indenture on the part of the Company to be
performed or observed; 



44







 

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


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




        Section 802. Successor Corporation Substituted.


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


ARTICLE NINE

Supplemental Indentures  


        Section 901. Supplemental Indentures without Consent of Holders.



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



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


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


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


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


        (5)   to
change or eliminate any of the provisions of this Indenture, provided that any such change or elimination
(a) shall become effective only when there is no Debt Security Outstanding 



45







 




of
any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provisions or (b) shall not apply to any Debt Security Outstanding; or 


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


        (7)   to
secure the Debt Securities; or 


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


        (9)   to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with any provision of this Indenture,  provided such other provisions shall not adversely
affect the interests of the Holders of Debt Securities of any series or any related coupons in any
material respect; or 


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




        Section 902. Supplemental Indentures with Consent of Holders.


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



        (1)   change
the Stated Maturity of the principal or any installment of principal of, or any installment of interest on, any Debt Security, or reduce the principal amount
thereof or the interest thereon or any premium payable upon redemption or repayment thereof, or change any obligation of the Company to pay additional amounts pursuant to Section 1006 (except
as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment, or the coin or currency in which any Debt
Security or the interest thereon or any coupon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption or repayment, on or after the Redemption Date or Repayment Date, as the case may be), or 


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



46







 

        (3)   modify
any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this
Section and Section 1012, or the deletion of this proviso, in accordance with the requirements of Section 611(b) and 901(8), or 


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




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


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


        Section 903. Execution of Supplemental Indentures.



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


        Section 904. Effect of Supplemental Indentures.



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


        Section 905. Conformity with Trust Indenture Act.


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



        Section 906. Reference in Debt Securities to Supplemental Indentures.


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


47







 


ARTICLE TEN

Covenants  


        Section 1001. Payment of Principal, Premium and Interest.



        The
Company covenants and agrees for the benefit of each series of Debt Securities and any appurtenant coupons that it will duly and punctually pay the principal of (and premium, if any)
and interest on the Debt Securities in accordance with the terms of the Debt Securities, any appurtenant coupons and this Indenture. Any interest due on Bearer Securities on or before Maturity, other
than additional amounts, if any, payable as provided in Section 1006 in respect of principal of (or premium, if any, on) such a Debt Security, shall be payable only upon presentation and
surrender of the coupon or coupons for such interest installments as are evidenced thereby as they severally mature. 


        Section 1002. Maintenance of Office or Agency.



        The
Company will maintain in each Place of Payment for any series of Debt Securities an office or agency where Debt Securities (but, except as otherwise provided below, unless such Place
of Payment is located outside the United States, not Bearer Securities or coupons) may be presented or surrendered for payment, where Debt Securities may be surrendered for registration of transfer or
exchange, where Debt Securities may be surrendered for conversion or exchange into shares of common stock, preferred stock or such other consideration specified in accordance with Section 301
of the Indenture, and where notices and demands to or upon the Company in respect of the Debt Securities and this Indenture may be served. If Debt Securities of a series are issuable as Bearer
Securities, the Company will maintain, subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for such series which is located outside the United States where
Debt Securities of such series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Debt Securities of such series pursuant to
Section 1006); provided, however, that if the Debt Securities of such series are listed on a stock exchange located outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent in any required city located outside the United States, as the case may be, so long as the Debt Securities of such series are listed on such exchange. The Company
will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices or demands may be made or served
at                                         
       , and the Company
hereby appoints                        its agent to receive all presentations, surrenders, notices and demands, except that Bearer
Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 1006) at the place specified for the purpose pursuant to
Section 301(5). 


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


48







 



mailed
to an address outside the United States or by transfer to an account in such currency maintained by the payee with a bank located outside the United States. 


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


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


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


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


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



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


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


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




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


        Any
principal and interest received on the Government Obligations deposited with the Trustee or any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on any Debt Security of any series or any money on deposit with the Trustee or any Paying Agent representing amounts
deducted from the Redemption Price or Repayment Price with respect to unmatured coupons not presented upon redemption or exercise of the Holder's option for repayment pursuant to Section 1106
or 1303 and 


49







 



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


        Section 1004. Corporate Existence.


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


        Section 1005. Maintenance of Properties.


        The
Company will cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, provided, however, that
nothing in this Section shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable
in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to the Holders. 


        Section 1006. Payment of Additional Amounts.


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



        If
the Debt Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Debt
Securities (or if the Debt Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any) is made), and at least 10 days
prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set 


50







 



forth
in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any) or interest on the Debt Securities of that series shall be made to
Holders of Debt Securities of that series or the related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the
Debt Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such
Holders of Debt Securities or coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts, if any, required by the terms of such Debt Securities and the first paragraph
of this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or
bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. 


        Section 1007. Payment of Taxes and Other Claims.



        The
Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed
upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might
by law become a lien upon the
property of the Company or any Subsidiary, provided, however, that the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. 



        Section 1008. Officer's Certificate as to Default.


        The
Company will furnish to the Trustee not more than 120 days after the end of the Company's fiscal year in each year (beginning with 200    ) a brief certificate from
the principal executive, financial or accounting officer or treasurer or controller of the Company as to his or her knowledge of the Company's compliance with all conditions and covenants under this
Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture), and, if he or she has knowledge of any default, specifying
each such default of which the signer has knowledge and the nature thereof. 


        Section 1009. Waiver of Certain Covenants.


        The
Company may omit in any particular instance to comply with any covenant or condition set forth in Sections 1004, 1005 and 1007 with respect to the Debt Securities of any
series if, before the time for such compliance the Holders of at least a majority in principal amount of the Debt Securities at the time Outstanding shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect. 


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   ARTICLE ELEVEN

Redemption of Debt Securities  


        Section 1101. Applicability of Article.


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


        Section 1102. Election to Redeem; Notice to Trustee.


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


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


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


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


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


        Section 1104. Notice of Redemption.



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


        All
notices of redemption shall state: 



        (1)   the
Redemption Date, 


        (2)   the
Redemption Price, 



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



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


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


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


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


        (8)   the
CUSIP number, if any. 




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


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


        Section 1105. Deposit of Redemption Price.


        On
or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust
as provided in Section 1003) an amount of money and/or Government Obligations the payments of principal and interest on which when due (and without reinvestment) will provide money on or prior
to the Redemption Date in such amounts as will (together with any money irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Debt Securities or portions thereof which are to be redeemed on that date; provided, however, that deposits with
respect to Bearer Securities shall be made with a Paying Agent or Paying Agents located outside the United States except as otherwise provided in Section 1002, unless otherwise specified as
contemplated by Section 301. 


        Section 1106. Debt Securities Payable on Redemption Date.


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


        If
any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Bearer Security may be paid after deducting
from the Redemption Price an amount equal to the face amount of all such missing coupons, or the 


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surrender
of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made
from the Redemption Price, such Holder shall be entitled to receive the amount so deducted without interest thereon; provided, however, that interest represented by coupons shall be payable only upon
presentation and surrender of those coupons at an office or agency located outside of the United States except as otherwise provided in Section 1002. 



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


        Section 1107. Debt Securities Redeemed in Part.


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


ARTICLE TWELVE

Sinking Funds  


        Section 1201. Applicability of Article.



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


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


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


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


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result
of the delivery or credit of Debt Securities in lieu of cash payments pursuant to this Section 1202, the principal amount of Debt Securities to be redeemed in order to exhaust the
aforesaid cash payment shall be less than $100,000, the Trustee need not call Debt Securities for redemption, except upon Company Request, and such cash payment shall be held by the Trustee or a
Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall at the request of the Company from time to time pay over and
deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Debt Securities purchased by the Company having an unpaid
principal amount equal to the cash payment requested to be released to the Company. 


        Section 1203. Redemption of Debt Securities for Sinking Fund.


        Not
less than 45 days prior to each sinking fund payment date for any series of Debt Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will
deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which
is to be satisfied by payment of cash, the portion thereof, if any, which is to be satisfied by crediting Debt Securities of that series pursuant to Section 1202 and the basis for any such
credit and, prior to or concurrently with the delivery of such Officers' Certificate, will also deliver to the Trustee any Debt Securities to be so credited and not theretofore delivered to the
Trustee. Not less than 30 days (unless a shorter period shall be satisfactory to the Trustee) before each such sinking fund payment date the Trustee shall select the Debt Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in
the manner provided in Section 1104. Such notice having been duly given, the redemption of such Debt Securities shall be made upon the terms and in the manner stated in Sections 1105,
1106 and 1107. 


ARTICLE THIRTEEN

Repayment at the Option of Holders  


        Section 1301. Applicability of Article.


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


        Section 1302. Repayment of Debt Securities.



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


        Section 1303. Exercise of Option; Notice.


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


55







 



of
the same series to be issued to the Holder for the portion of the principal of the Debt Security surrendered which is not to be repaid. 


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


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


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


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


        Section 1304. Election of Repayment by Remarketing Entities.


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


        Section 1305. Securities Payable on the Repayment Date.


        Notice
of exercise of the option of repayment having been given and the Debt Securities so to be repaid having been surrendered as aforesaid, such Debt Securities shall, unless purchased
in accordance with Section 1304, on the Repayment Date become due and payable at the price therein specified and from and after the Repayment Date such Debt Securities shall cease to bear
interest and shall be paid on the Repayment Date, and the coupons for such interest appertaining to Bearer Securities so to be repaid, except to the extent provided above, shall be void, unless the
Company shall default in the 


56







 



payment
of such price in which case the Company shall continue to be obligated for the principal amount of such Debt Securities and shall be obligated to pay interest on such principal amount at the
rate borne by such Debt Securities from time to time until payment in full of such principal amount. 


ARTICLE FOURTEEN

Meetings of Holders of Debt Securities  


        Section 1401. Purposes for Which Meetings May Be Called.


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


        Section 1402. Call, Notice and Place of Meetings.


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


        (b)   In
case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of any series
shall have requested the Trustee to call a meeting of the Holders of Debt Securities of such series for any purpose specified in Section 1401, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Debt Securities of such series in the amount above specified, as the case may be,
may determine the time and the place in                        for such meeting and may call such meeting for such purposes by
giving notice thereof as provided in subsection (a) of this
Section. 


        Section 1403. Persons Entitled to Vote at Meetings.


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


        Section 1404. Quorum; Action.


        The
Persons entitled to vote a majority in principal amount of the Outstanding Debt Securities of a series shall constitute a quorum for a meeting of Holders of Debt Securities of such
series. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Debt Securities of such series, be
dissolved. In the absence of a quorum in any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairperson of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the
chairperson of the meeting prior to the 


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adjournment
of such adjourned meeting. Notice of this reconvening of any adjourned meeting shall be given as provided in Section 1402(a), except that such notice need be given only once not
less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided
above, of the principal amount of the Outstanding Debt Securities of such series which shall constitute a quorum. 


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



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


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


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


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


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


        (d)   Any
meeting of Holders of Debt Securities of any series duly called pursuant to Section 1402 at which a quorum is present may be adjourned from time to time by
Persons entitled to vote a 


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majority
in principal amount of the Outstanding Debt Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice. 


        Section 1406. Counting Votes and Recording Action of Meetings.


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


ARTICLE FIFTEEN

Defeasance  


        Section 1501. Termination of Company's Obligations.


        If
this Section 1501 is specified, as contemplated by Section 301, to be applicable to any series of Debt Securities and if the Company deposits irrevocably in trust with
the Trustee money and/or Government Obligations the payments of principal and interest on which when due (and without reinvestment) will provide money in such amounts as will (together with any money
irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest
when due on the Debt Securities of such series and any coupons appertaining thereto on the Stated Maturity of such principal or interest or, if such series may be redeemed by the Company prior to the
Stated Maturity thereof and the Company shall have given irrevocable instructions to the Trustee to effect such redemption, at the date fixed for such redemption pursuant to Article Eleven, and
any mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates therefor, the Company's obligations under Sections 801, 1005, and 1007 and any other covenant
determined pursuant to Section 301 to be subject to this Section shall terminate and Sections 501(4) (with respect to Sections 801, 1005, and 1007), 501(5), 501(6),
501(7) and 501(8) (if specified as contemplated by Section 301) shall be deemed not to be an Event of Default, in each case with respect to the Debt Securities of the series for which
such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt Securities of such series under Section 501(6) or 501(7) or event that with
notice or lapse of time or both would constitute such an Event of Default shall have occurred and be continuing on the 91st day after such date, (ii) such deposit will not result in a breach
of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, and (iii) such termination shall not relieve the
Company of its obligations under the Debt Securities of such series and this Indenture to pay when due the principal of (and premium, if any) and interest and additional amounts on such Debt
Securities if such amounts are not paid (or payment is not provided for) when due from the money and Government Obligations (and the proceeds thereof) so deposited. 


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        It
shall be a condition to the deposit of cash and/or Government Obligations and the termination of the Company's obligations pursuant to the provisions of this Section with
respect to the Debt Securities of any series under Sections 801, 1005, and 1007 and any other covenant determined pursuant to Section 301 to be subject to this Section and the
inapplicability of the Events of Default contained in Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set forth above pursuant to the provisions of this Section
with respect to Debt Securities of any series that the Company deliver to the Trustee (i) an Officers' Certificate to the effect that under the laws in effect on the date such money and/or
Government Obligations are deposited with the Trustee, the amount thereof will be sufficient, after payment of all Federal, state and local taxes in respect thereof payable by the Trustee, to pay
principal (and premium, if any) and interest when due on the Debt Securities of such series; and (ii) an Officers' Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the defeasance contemplated in this Section have been complied with. 


        It
shall be an additional condition to the deposit of cash and/or Government Obligations and the termination of the Company's obligations pursuant to the provisions of this
Section under Sections 801, 1005, and 1007 and any other covenant determined pursuant to Section 301 to be subject to this Section and the inapplicability of the Events of
Default contained in Section 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set forth above pursuant to the provisions of this Section, with respect to the Debt
Securities of any series then listed on any securities exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such series will not be delisted from such exchange as a
result of such deposit and termination. 


        After
a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in writing the discharge of the Company's obligations pursuant to the provisions of this
Section with respect to the Debt Securities of such series under Sections 801, 1005 and 1007and any other covenant determined pursuant to Section 301 to be subject to this
Section and the inapplicability of the Events of Default contained in Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set forth above. 



        Section 1502. Repayment to Company.


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


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


        Section 1503. Indemnity for Government Obligations.


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


[remainder of page intentionally left blank]  


60







 

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



	

 	
 	

FRONTIER AIRLINES, INC.
	

 	
 	

By	
 	


	 	 	Its	 	 
	 	 	 	 	

	

[CORPORATE SEAL]	
 	

 	
 	

 
	

Attest:	
 	

 	
 	

 
	

 Secretary	
 	

 	
 	

 
	

 	
 	


	

 	
 	

By	
 	


	 	 	Its	 	 
	 	 	 	 	

	

[CORPORATE SEAL]	
 	

 	
 	

 
	

Attest:	
 	

 	
 	

 
	

	
 	

 	
 	

 




61








EXHIBIT A-1  


[Form of
Certificate of Beneficial Ownership by a

Non-United States Person or by Certain Other Persons] 


Certificate



FRONTIER
AIRLINES, INC. 


[Insert
title or sufficient description of

Debt Securities to be delivered] 


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


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



        [This
certificate excepts and does not relate to            principal amount of Debt Securities credited to you for our account and to which we are not now able to make
the certification set forth above. We 







 



understand
that definitive Debt Securities cannot be delivered and interest cannot be paid until we are able to so certify with respect to such principal amount of Debt Securities.]* 



	

Dated:	
 	

 	
 	

 	
 	

 
	 	 	
	 	 	 	 
	

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

 	
 	

 
	

 	
 	

 	
 	

[Name of Person Entitled to Receive Bearer Security]
	

 	
 	

 	
 	

 (Authorized Signatory)
	

 	
 	

 	
 	

Name:	
 	

 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	







	*
	Delete
if inappropriate 


2








EXHIBIT A-2  


[Form of
Certificate of Status as a

Foreign Branch of a United States Financial Institution] 


Certificate



FRONTIER
AIRLINES, INC. 


[Insert
title or sufficient description of

Debt Securities to be delivered] 


        Reference
is hereby made to the Indenture dated as of                        (the "Indenture"), between Frontier Airlines, Inc.
and                        , relating to the offering of the
above-captioned Debt Securities (the "Debt Securities"). Unless herein defined, terms used herein have the same meaning as given to them in the Indenture. 


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


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



	

Dated:	
 	

 	
 	

 	
 	

 
	 	 	
	 	 	 	 
	

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

 	
 	

 
	

 	
 	

 	
 	

[Name of Person Entitled to Receive Bearer Security]
	

 	
 	

 	
 	

 (Authorized Signatory)
	

 	
 	

 	
 	

Name:	
 	

 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	











EXHIBIT B  


[Form of
Certificate to be Given by Euroclear and Clearstream Banking, S.A.

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

Temporary Global Security or to Obtain

Interest Prior to Exchange] 


Certificate 


FRONTIER
AIRLINES, INC. 


[Insert
title or sufficient description of

Debt Securities to be delivered] 


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


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


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



	

Dated:	
 	

 	
 	

 	
 	

 
	 	 	
	 	 	 	 
	

 	
 	

 	
 	

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

 	
 	

 	
 	

By:	
 	








	*
	Delete
if inappropriate. 











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