EXHIBIT 4.1


 




 





 


MITTAL STEEL COMPANY N.V.


 




 





 


Senior Debt Securities


 


Indenture


 


Dated as of ____________


 


 




 





 


 


___________________,


 


Trustee
 


 



 















 


MITTAL STEEL COMPANY N.V.


 


Reconciliation
and tie between Trust Indenture Act


of 1939 and
Indenture, dated as of _____________


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture
  Section

  
	
   

  	
   

  	
   

  
	
  § 310(a)(1)

  	
   

  	
  607(a)

  
	
  (a)(2)

  	
   

  	
  607(a)

  
	
  (b)

  	
   

  	
  607(b), 608

  
	
  § 312(c)

  	
   

  	
  701

  
	
  § 314(a)

  	
   

  	
  703

  
	
  (a)(4)

  	
   

  	
  1004

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (e)

  	
   

  	
  102

  
	
  § 315(b)

  	
   

  	
  601

  
	
  § 316(a)(last

  	
   

  	
   

  
	
  sentence)

  	
   

  	
  101 (“Outstanding”)

  
	
  (a)(1)(A)

  	
   

  	
  502, 512

  
	
  (a)(1)(B)

  	
   

  	
  513

  
	
  (b)

  	
   

  	
  508

  
	
  (c)

  	
   

  	
  104(e)

  
	
  § 317(a)(1)

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
  504

  
	
  (b)

  	
   

  	
  1003

  
	
  § 318(a)

  	
   

  	
  111

  



 










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


 





















 


TABLE OF
CONTENTS


 


	
  ARTICLE ONE

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS
  AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  
	
   

  	
   

  
	
  SECTION
  101. Definitions

  	
   

  
	
  “Act”

  	
   

  
	
  “Additional Amounts”

  	
   

  
	
  “Affiliate”

  	
   

  
	
  “Authenticating
  Agent”

  	
   

  
	
  “Authorized
  Newspaper”

  	
   

  
	
  “Bearer Security”

  	
   

  
	
  “Board of Directors”

  	
   

  
	
  “Board Resolution”

  	
   

  
	
  “Business Day”

  	
   

  
	
  “Clearstream”

  	
   

  
	
  “Commission”

  	
   

  
	
  “Common Depositary”

  	
   

  
	
  “Company”

  	
   

  
	
  “Company Request” or
  “Company Order”

  	
   

  
	
  “Conversion Date”

  	
   

  
	
  “Conversion Event”

  	
   

  
	
  “Corporate Trust
  Office”

  	
   

  
	
  “corporation”

  	
   

  
	
  “coupon”

  	
   

  
	
  “covenant
  defeasance”

  	
   

  
	
  “Currency”

  	
   

  
	
  “Debt”

  	
   

  
	
  “Default”

  	
   

  
	
  “Defaulted Interest”

  	
   

  
	
  “defeasance”

  	
   

  
	
  “Dollar” or “$”

  	
   

  
	
  “Dollar
  Equivalent of the Currency Unit”

  	
   

  
	
  “Dollar
  Equivalent of the Foreign Currency”

  	
   

  
	
  “DTC”

  	
   

  
	
  “Election Date”

  	
   

  
	
  “Established Rate”

  	
   

  



 










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


 





















 


	
  “Euro”

  	
   

  
	
  “Euroclear”

  	
   

  
	
  “Event of Default”

  	
   

  
	
  “Exchange Act”

  	
   

  
	
  “Exchange Date”

  	
   

  
	
  “Exchange Rate Agent”

  	
   

  
	
  “Exchange
  Rate Officer’s Certificate”

  	
   

  
	
  “Extension Notice”

  	
   

  
	
  “Extension Period”

  	
   

  
	
  “Federal
  Bankruptcy Code”

  	
   

  
	
  “Final Maturity”

  	
   

  
	
  “First Currency”

  	
   

  
	
  “Foreign Currency”

  	
   

  
	
  “Government
  Obligations”

  	
   

  
	
  “Holder”

  	
   

  
	
  “Indenture”

  	
   

  
	
  “Indexed Security”

  	
   

  
	
  “interest”

  	
   

  
	
  “Interest Payment
  Date”

  	
   

  
	
  “Judgment Currency”

  	
   

  
	
  “Legal Holiday”

  	
   

  
	
  “Lien”

  	
   

  
	
  “mandatory
  sinking fund payment”

  	
   

  
	
  “Market Exchange
  Rate”

  	
   

  
	
  “Maturity”

  	
   

  
	
  “Officer”

  	
   

  
	
  “Officer’s
  Certificate”

  	
   

  
	
  “Opinion of Counsel”

  	
   

  
	
  “Optional Reset Date”

  	
   

  
	
  “optional
  sinking fund payment”

  	
   

  
	
  “Original
  Issue Discount Security”

  	
   

  
	
  “Original Stated
  Maturity”

  	
   

  
	
  “Paying Agent”

  	
   

  
	
  “Person”

  	
   

  
	
  “Place of Payment”

  	
   

  
	
  “Predecessor
  Security” or “Predecessor Securities”

  	
   

  
	
  “Redemption Date”

  	
   

  
	
  “Redemption Price”

  	
   

  
	
  “Redenomination
  Date”

  	
   

  
	
  “Registered Security”

  	
   

  
	
  “Regular Record Date”

  	
   

  
	
  “Relevant
  Taxing Jurisdiction”

  	
   

  
	
  “Repayment Date”

  	
   

  
	
  “Repayment Price”

  	
   

  
	
  “Required Currency”

  	
   

  
	
  “Reset Notice”

  	
   

  



 


ii





















 


	
  “Responsible
  Officer”

  	
   

  
	
  “SEC”

  	
   

  
	
  “Security” or
  “Securities”

  	
   

  
	
  “Security
  Register” and “Security Registrar”

  	
   

  
	
  “Special Record Date”

  	
   

  
	
  “Specified Amount”

  	
   

  
	
  “Stated Maturity”

  	
   

  
	
  “Subsequent
  Interest Period”

  	
   

  
	
  “Tax Redemption Date”

  	
   

  
	
  “Taxes”

  	
   

  
	
  “Trust Indenture Act”
  or “TIA”

  	
   

  
	
  “Trustee”

  	
   

  
	
  “United States”

  	
   

  
	
  “United States
  person”

  	
   

  
	
  “Valuation Date”

  	
   

  
	
  “Vice President”

  	
   

  
	
  “Voting Stock”

  	
   

  
	
  “Yield to Maturity”

  	
   

  
	
  SECTION
  102. Compliance Certificates and Opinions

  	
   

  
	
  SECTION
  103. Form of Documents Delivered to Trustee

  	
   

  
	
  SECTION
  104. Acts of Holders

  	
   

  
	
  SECTION
  105. Notices, etc. to Trustee and Company

  	
   

  
	
  SECTION
  106. Notice to Holders; Waiver

  	
   

  
	
  SECTION
  107. Effect of Headings and Table of Contents

  	
   

  
	
  SECTION
  108. Successors and Assigns

  	
   

  
	
  SECTION
  109. Separability Clause

  	
   

  
	
  SECTION
  110. Benefits of Indenture

  	
   

  
	
  SECTION
  111. Governing Law

  	
   

  
	
  SECTION
  112. Legal Holidays

  	
   

  
	
  SECTION
  113. Currency Indemnity

  	
   

  
	
  SECTION
  114. Currency Equivalent

  	
   

  
	
  SECTION
  115. Agent for Service; Submission to Jurisdiction; Waiver of Immunities

  	
   

  
	
  SECTION
  116. Conflict with Trust Indenture Act

  	
   

  
	
  SECTION
  117. Incorporators, Shareholders, Officers and Directors of the Company
  Exempt from Individual Liability

  	
   

  
	
  SECTION
  118. Waiver of Jury Trial

  	
   

  
	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  
	
   

  	
   

  
	
  SECURITY FORMS

  	
   

  
	
   

  	
   

  
	
  SECTION
  201. Forms Generally

  	
   

  
	
  SECTION
  202. Form of Trustee’s Certificate of Authentication

  	
   

  
	
  SECTION
  203. Securities Issuable in Global Form

  	
   

  



 


iii





















 


	
  ARTICLE THREE

  	
   

  
	
   

  	
   

  
	
  THE SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION
  301. Amount Unlimited; Issuable in Series

  	
   

  
	
  SECTION
  302. Denominations

  	
   

  
	
  SECTION
  303. Execution, Authentication, Delivery and Dating

  	
   

  
	
  SECTION 304. Temporary Securities

  	
   

  
	
  SECTION 305. Registration, Registration of Transfer
  and Exchange

  	
   

  
	
  SECTION 306. Mutilated, Destroyed, Lost and Stolen
  Securities

  	
   

  
	
  SECTION 307. Payment of Principal and Interest;
  Interest Rights Preserved; Optional Interest Reset

  	
   

  
	
  SECTION 308. Optional Extension of Stated Maturity

  	
   

  
	
  SECTION 309. Persons Deemed Owners

  	
   

  
	
  SECTION 310. Cancellation

  	
   

  
	
  SECTION 311. Computation of Interest

  	
   

  
	
  SECTION 312. Currency and Manner of Payments in
  Respect of Securities

  	
   

  
	
  SECTION 313. Appointment and Resignation of Successor
  Exchange Rate Agent

  	
   

  
	
  SECTION 314. CUSIP Numbers

  	
   

  
	
  SECTION 315. Redenomination

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  FOUR

  	
   

  
	
   

  	
   

  
	
  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  
	
  SECTION 401. Satisfaction and Discharge of Indenture

  	
   

  
	
  SECTION 402. Application of Trust Money

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  FIVE

  	
   

  
	
   

  	
   

  
	
  REMEDIES

  	
   

  
	
   

  	
   

  
	
  SECTION 501. Events of Default

  	
   

  
	
  SECTION 502. Acceleration of Maturity; Rescission and
  Annulment

  	
   

  
	
  SECTION 503. Collection of Debt and Suits for
  Enforcement by Trustee

  	
   

  
	
  SECTION 504. Trustee May File Proofs of Claim

  	
   

  
	
  SECTION 505. Trustee May Enforce Claims Without
  Possession of Securities

  	
   

  
	
  SECTION 506. Application of Money Collected

  	
   

  
	
  SECTION
  507. Limitation on Suits

  	
   

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

  	
   

  
	
  SECTION 509. Restoration of Rights and Remedies

  	
   

  
	
  SECTION 510. Rights and Remedies Cumulative

  	
   

  
	
  SECTION 511. Delay or Omission Not Waiver

  	
   

  
	
  SECTION 512. Control by Holders

  	
   

  
	
  SECTION 513. Waiver of Past Defaults

  	
   

  



 


iv





















 


	
  SECTION 514. Waiver of Stay or Extension Laws

  	
   

  
	
  SECTION 515. Undertaking for Costs

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  SIX

  	
   

  
	
   

  	
   

  
	
  THE
  TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 601. Duties of Trustee

  	
   

  
	
  SECTION 602. Certain Rights of Trustee

  	
   

  
	
  SECTION 603. Trustee Not Responsible for Recitals or
  Issuance of Securities

  	
   

  
	
  SECTION 604. May Hold Securities

  	
   

  
	
  SECTION 605. Money Held in Trust

  	
   

  
	
  SECTION 606. Compensation and Reimbursement

  	
   

  
	
  SECTION 607. Corporate Trustee Required; Eligibility;
  Conflicting Interests

  	
   

  
	
  SECTION 608. Resignation and Removal; Appointment of
  Successor

  	
   

  
	
  SECTION 609. Acceptance of Appointment by Successor

  	
   

  
	
  SECTION 610. Merger, Conversion, Consolidation or
  Succession to Business

  	
   

  
	
  SECTION 611. Appointment of Authenticating Agent

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  SEVEN

  	
   

  
	
   

  	
   

  
	
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  
	
   

  	
   

  
	
  SECTION 701. Disclosure of Names and Addresses of
  Holders

  	
   

  
	
  SECTION 702. Reports by Trustee

  	
   

  
	
  SECTION 703. Reports by Company

  	
   

  
	
  SECTION 704. Calculation of Original Issue Discount

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  EIGHT

  	
   

  
	
   

  	
   

  
	
  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
   

  
	
   

  	
   

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

  	
   

  
	
  SECTION 802. Successor Person Substituted

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  NINE

  	
   

  
	
   

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
  SECTION 901. Supplemental Indentures Without Consent
  of Holders

  	
   

  
	
  SECTION 902. Supplemental Indentures with Consent of
  Holders

  	
   

  
	
  SECTION 903. Execution of Supplemental Indentures

  	
   

  
	
  SECTION 904. Effect of Supplemental Indentures

  	
   

  
	
  SECTION 905. Conformity with Trust Indenture Act

  	
   

  



 


v





















 


	
  SECTION 906. Reference in Securities to Supplemental
  Indentures

  	
   

  
	
  SECTION 907. Notice of Supplemental Indentures

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  TEN

  	
   

  
	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  
	
  SECTION 1001. Payment of Principal, Premium, if any,
  and Interest

  	
   

  
	
  SECTION 1002. Maintenance of Office or Agency

  	
   

  
	
  SECTION 1003. Money for Securities Payments to Be Held
  in Trust

  	
   

  
	
  SECTION 1004. Statement as to Compliance

  	
   

  
	
  SECTION 1005. Additional Amounts

  	
   

  
	
  SECTION 1006. Corporate Existence

  	
   

  
	
  SECTION
  1007. Limitation on Liens

  	
   

  
	
  SECTION 1008. Limitation on Sale and Leaseback
  Transactions

  	
   

  
	
  SECTION 1009. Waiver of Certain Covenants

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  ELEVEN

  	
   

  
	
   

  	
   

  
	
  REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 1101. Applicability of Article

  	
   

  
	
  SECTION 1102. Election to Redeem; Notice to Trustee

  	
   

  
	
  SECTION 1103. Selection by Trustee of Securities to Be
  Redeemed

  	
   

  
	
  SECTION 1104. Notice of Redemption

  	
   

  
	
  SECTION 1105. Deposit of Redemption Price

  	
   

  
	
  SECTION 1106. Securities Payable on Redemption Date

  	
   

  
	
  SECTION 1107. Securities Redeemed in Part

  	
   

  
	
  SECTION 1108. Optional Tax Redemption

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  TWELVE

  	
   

  
	
   

  	
   

  
	
  SINKING
  FUNDS

  	
   

  
	
   

  	
   

  
	
  SECTION 1201. Applicability of Article

  	
   

  
	
  SECTION 1202. Satisfaction of Sinking Fund Payments
  with Securities

  	
   

  
	
  SECTION 1203. Redemption of Securities for Sinking
  Fund

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  THIRTEEN

  	
   

  
	
   

  	
   

  
	
  REPAYMENT AT OPTION OF HOLDERS

  	
   

  
	
   

  	
   

  
	
  SECTION 1301. Applicability of Article

  	
   

  
	
  SECTION 1302. Repayment of Securities

  	
   

  



 


vi





















 


	
  SECTION 1303. Exercise of Option

  	
   

  
	
  SECTION 1304. When Securities Presented for Repayment
  Become Due and Payable

  	
   

  
	
  SECTION 1305. Securities Repaid in Part

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  FOURTEEN

  	
   

  
	
   

  	
   

  
	
  DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

  
	
  SECTION 1401. Company’s Option to Effect Defeasance or
  Covenant Defeasance

  	
   

  
	
  SECTION 1402. Defeasance and Discharge

  	
   

  
	
  SECTION 1403. Covenant Defeasance

  	
   

  
	
  SECTION 1404. Conditions to Defeasance or Covenant
  Defeasance

  	
   

  
	
  SECTION 1405. Deposited Money and Government
  Obligations to Be Held in Trust; Other Miscellaneous Provisions

  	
   

  
	
  SECTION 1406. Reinstatement

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  FIFTEEN

  	
   

  
	
   

  	
   

  
	
  MEETINGS OF HOLDERS OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 1501. Purposes for Which Meetings May Be
  Called

  	
   

  
	
  SECTION 1502. Call, Notice and Place of Meetings

  	
   

  
	
  SECTION 1503. Persons Entitled to Vote at Meetings

  	
   

  
	
  SECTION 1504. Quorum; Action

  	
   

  
	
  SECTION 1505. Determination of Voting Rights; Conduct
  and Adjournment of Meetings

  	
   

  
	
  SECTION 1506. Counting Votes and Recording Action of
  Meetings

  	
   

  



 


vii





















 


INDENTURE, dated as of, ___________________________,
between Mittal Steel Company N.V., a limited liability company duly organized
and existing under the laws of The Netherlands (herein called the “Company”),
having its principal office at 15th Floor, Hofplein 20, 3032 AC Rotterdam, The
Netherlands, and [NAME OF TRUSTEE], a ________________________________ duly
organized and existing under the laws of ____________________________, as
Trustee (herein called the “Trustee”).


 


RECITALS OF
THE COMPANY


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
senior debentures, notes or other evidences of indebtedness (herein called the “Securities”),
which may be convertible into or exchangeable for any securities of any person
(including the Company), to be issued in one or more series as in this
Indenture provided.


 


This Indenture is subject to the provisions of the
Trust Indenture Act of 1939, as amended, that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises and the
purchase of the Securities by the Holders thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the
Securities or of any series thereof, 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, either directly or by reference
therein, have the meanings assigned to them therein, and the terms “cash
transaction” and “self-liquidating paper”, as used in TIA
Section 311, shall have the meanings assigned to them in the rules of the
Commission adopted under the Trust Indenture Act;


 





















 


(3)   all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles, and, except as otherwise herein
expressly provided, the term “generally accepted accounting principles” with
respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted in the United States (“U.S.
GAAP”), or International Financial Reporting Standards if the Company no longer
prepares its financial statements in accordance with U.S. GAAP, at the date of
such computation; and


 


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


 


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


 


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


 


“Additional Amounts” has the
meaning specified in Section 1005.


 


“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 appointed by the Trustee to act on behalf of the Trustee pursuant to
Section 611 to authenticate Securities.


 


“Authorized Newspaper” means
a newspaper, in the English language or in an official language of the country
of publication, customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays, and of general circulation in each
place in connection with which the term is used or in the financial community
of each 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
Security except a Registered Security.


 


“Board of Directors” means,
either the board of directors of the Company or any committee thereof duly
authorized, with respect to any particular matter, to act by or on behalf of
the board of directors of the Company.


 


“Board Resolution” means a copy
of a resolution certified by the General Counsel, 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.


 


2





















 


“Business Day” means any day that is
not a Legal Holiday.


 


“Clearstream” means Clearstream
Banking, société anonyme, or its
successor.


 


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


 


“Common Depositary” has the
meaning specified in Section 304.


 


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


 


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


 


“Conversion Date” has the meaning
specified in Section 312(d).


 


“Conversion Event” means the
cessation of use of (i) a Foreign Currency both by the government of the
country which issued such Currency and by a central bank or other public
institution of or within the international banking community for the settlement
of transactions, (ii) the Euro both within the European Union and for the
settlement of transactions by public institutions of or within the European
Communities or (iii) any currency unit (or composite currency) other
than the Euro for the purposes for which it was established.


 


“Corporate Trust Office”
means the principal corporate trust office of the Trustee, at which at any
particular time its corporate trust business shall be administered, which
office on the date of execution of this Indenture is located at _____________________________________________,
except that with respect to presentation of Securities for payment or for
registration of transfer or exchange, such term shall mean the office or agency
of the Trustee at which, at any particular time, its corporate agency business
shall be conducted.


 


“corporation” includes corporations,
associations, companies (including limited liability companies) and business
trusts.


 


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


 


“covenant defeasance” has the
meaning specified in Section 1403.


 


“Currency” means any currency or
currencies, composite currency or currency unit or currency units, including,
without limitation, the Euro, issued by the government of one or more countries
or by any recognized confederation or association of such governments.


 


“Debt” means notes, bonds, debentures or
other similar evidences of indebtedness for money borrowed.


 


3





















 


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


 


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


 


“defeasance” has the meaning specified in Section
1402.


 


“Dollar”
or “$” means a dollar or other equivalent unit in such coin or currency of the
United States of America as at the time shall be legal tender for the payment
of public and private debts.


 


“Dollar Equivalent of the
Currency Unit” has the meaning specified in Section 312(g).


 


“Dollar Equivalent of the
Foreign Currency” has the meaning specified in Section 312(f).


 


“DTC”
means the Depository Trust Company, its nominees and their respective
successors.


 


“Election Date” has the meaning specified in
Section 312(h).


 


“Established Rate” means the rate for the
conversion of the specified currency into euro established by the Council of
the European Union pursuant to Article 1091(4) of the Treaty establishing the
European Community, as amended by the Treaty on European Union.


 


“Euro”
means the lawful currency of the member states of the European Union that adopt
the single currency in accordance with the Treaty establishing the European
Community, as amended by the Treaty on European Union.


 


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


 


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


 


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


 


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


 


“Exchange Rate Agent” means, with respect to
Securities of or within any series, unless otherwise specified with respect to
any Securities pursuant to Section 301, a New York Clearing House bank,
designated pursuant to Section 301 or Section 313.


 


“Exchange Rate Officer’s
Certificate” means a tested telex or a certificate setting forth (i) the
applicable Market Exchange Rate and (ii) the Dollar or Foreign Currency
amounts of principal (and premium, if any) and interest, if any (on an
aggregate basis and on the basis of a Security having the lowest denomination
principal amount determined in accordance with


 


4





















 


Section 302 in the relevant Currency), payable
with respect to a Security of any series on the basis of such Market Exchange
Rate, sent (in the case of a telex) or signed (in the case of a certificate) by
an Officer of the Company.


 


“Extension Notice” has the meaning specified
in Section 308.


 


“Extension Period” has the meaning specified
in Section 308.


 


“Federal Bankruptcy Code” means the
Bankruptcy Act of Title 11 of the United States Code, as amended from time to time.


 


“Final Maturity” has the meaning specified in
Section 308.


 


“First Currency” has the meaning specified in
Section 114.


 


“Foreign Currency” means any Currency other
than Currency of the United States.


 


“Government Obligations” means, unless
otherwise specified with respect to any series of Securities pursuant to
Section 301, securities which are (i) direct obligations of the
government which issued the Currency in which the Securities of a particular
series are payable or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the government
which issued the Currency in which the Securities of such series are payable,
the payment of which is unconditionally guaranteed by such government, which,
in either case, are full faith and credit obligations of such government
payable in such Currency and are not callable or redeemable at the option of
the issuer thereof and shall also include a depository receipt issued by a bank
or trust company as custodian with respect to any such Government Obligation or
a specific payment of interest on or principal of any such Government
Obligation held by such custodian for the account of the holder of a depository
receipt; provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest or principal of the
Government Obligation evidenced by such depository receipt.


 


“Holder”
means, in the case of a Registered Security, the Person in whose name a
Security is registered in the Security Register and, in the case of a Bearer
Security, the bearer thereof and, when used with respect to any coupon, shall
mean the bearer thereof.


 


“Indenture” means this instrument as originally
executed and as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, and shall include the terms of particular series of
Securities established as contemplated by Section 301; provided, however,
that, if at any time more than one Person is acting as Trustee under this
instrument, “Indenture” shall mean, with respect to any one or more series of
Securities for which such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of
Securities for which such Person is Trustee established as contemplated by
Section 301, exclusive, however, of any provisions or terms which relate
solely to other series of Securities for which such Person is not Trustee,
regardless of when such terms or


 


5





















 


provisions were adopted, and exclusive of any
provisions or terms adopted by means of one or more indentures supplemental
hereto executed and delivered after such Person had become such Trustee but to
which such Person, as such Trustee, was not a party.


 


“Indexed Security” means a Security the terms
of which provide that the principal amount thereof payable at Stated Maturity
may be more or less than the principal face amount thereof at original
issuance.


 


“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 at the rate prescribed in
such Original Issue Discount Security, and when used with respect to a Security
which provides for the payment of Additional Amounts pursuant to Section 1005,
includes such Additional Amounts.


 


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


 


“Judgment Currency” has the meaning specified
in Section 113.


 


“Legal Holiday” means a Saturday, Sunday or a day
on which banking institutions in the State of New York, United States;
Rotterdam, The Netherlands; or London, the United Kingdom or a Place of Payment
are not required to be open.


 


“Lien”
means any pledge, mortgage, lien, charge, encumbrance or security interest.


 


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


 


“Market Exchange Rate” means, unless
otherwise specified with respect to any Securities pursuant to
Section 301, (i) for any conversion involving a currency unit on the
one hand and Dollars or any Foreign Currency on the other, the exchange rate
between the relevant currency unit and Dollars or such Foreign Currency
calculated by the method specified pursuant to Section 301 for the
Securities of the relevant series, (ii) for any conversion of Dollars into
any Foreign Currency, the noon (New York City time) buying rate for such
Foreign Currency for cable transfers quoted in New York City as certified for
customs purposes by the Federal Reserve Bank of New York and (iii) for any
conversion of one Foreign Currency into Dollars or another Foreign Currency,
the spot rate at noon local time in the relevant market at which, in accordance
with normal banking procedures, the Dollars or Foreign Currency into which
conversion is being made could be purchased with the Foreign Currency from
which conversion is being made from major banks located in either New York
City, London or any other principal market for Dollars or such purchased
Foreign Currency, in each case determined by the Exchange Rate Agent.  Unless otherwise specified with respect to
any Securities pursuant to Section 301, in the event of the unavailability
of any of the exchange rates provided for in the foregoing clauses (i),
(ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of
New York as of the most recent available date, or quotations from one or
more major banks in New York City, London or another principal market for
the Currency in question, or such other quotations as the Exchange Rate Agent
shall deem appropriate.  Unless otherwise
specified by the Exchange Rate Agent, if there is more than one market for
dealing in any Currency by reason of foreign exchange regulations or otherwise,
the


 


6





















 


market to be used in respect of such Currency shall be
that upon which a non-resident issuer of securities designated in such
Currency would purchase such Currency in order to make payments in respect of
such securities.


 


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


 


“Officer”
means the Chairman of the Board of Directors, the Chief Executive Officer, the
Chief Financial Officer, the President, any Executive Vice President, any
Senior Vice President, any Vice President, the General Counsel, the Treasurer
or the Secretary or any Assistant Treasurer or Assistant Secretary of the
Company.


 


“Officer’s Certificate” means a certificate signed in
the name of the Company by any Officer, and delivered to the Trustee.


 


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


 


“Optional Reset Date” has the meaning
specified in Section 308.


 


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


 


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


 


“Original Stated Maturity” has the
meaning specified in Section 308.


 


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


 


(i)            Securities theretofore cancelled by
the Trustee or delivered to the Trustee for cancellation pursuant to the terms
of this Indenture;


 


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


 


(iii)          Securities, except to the extent
provided in Sections 1402 and 1403, with respect to which the Company has
effected defeasance and/or covenant defeasance as provided in
Article Fourteen; and


 


7





















 


(iv)          Securities which have been paid
pursuant to Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held
by a protected purchaser (as defined in Article 8 of the Uniform Commercial
Code) in whose hands such Securities are valid obligations of the Company;


 


provided,
however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of
an Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for
such purpose shall be equal to the amount of principal thereof that would be
(or shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security
denominated in a Foreign Currency that may be counted in making such
determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined as of the date such
Security is originally issued by the Company as set forth in an Exchange Rate
Officer’s Certificate delivered to the Trustee, of the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent as of such
date of original issuance of the amount determined as provided in
clause (i) above) of such Security, (iii) the principal amount of any
Indexed Security that may be counted in making such determination or
calculation and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Security pursuant to
Section 301, and (iv) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making such calculation
or in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded.  Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or such other obligor.


 


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


 


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


 


“Place of Payment” means, when used with
respect to the Securities of or within any series, the place or places where
the principal of (and premium, if any) and interest, if any, on such Securities
are payable as specified and as contemplated by Sections 301 and 1002.


 


8





















 


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


 


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


 


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


 


“Redenomination Date” means any date
specified by the Company for payment of interest under the Securities if the
country of the specified Currency is one of the countries then participating in
the third stage of European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended by the Treaty on European
Union.  If the country of the specified
Currency is not so participating, then the Redenomination Date means, with
respect to such Securities, any date for payment of interest so specified which
falls on or after such later date as such country does so participate.


 


“Registered Security” means any Security
registered in the Security Register.


 


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


 


“Relevant Taxing Jurisdiction” has
the meaning specified in Section 1005.


 


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


 


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


 


“Required Currency” has the meaning specified
in Section 113.


 


“Reset Notice” has the meaning specified in
Section 307(b).


 


“Responsible Officer”, when
used with respect to the Trustee, means president, any vice president, any
assistant vice president, any assistant secretary, any assistant treasurer, any
trust officer or assistant trust officer, any other officer of the Trustee
customarily performing functions similar to those performed by any of the above-designated
officers, and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.


 


9





















 


“SEC”
means the United States Securities and Exchange Commission.


 


“Security” or “Securities” has the
meaning stated in the first recital of this Indenture and more particularly
means any Securities authenticated and delivered under this Indenture; provided,
however, that if at any time there is more than one Person acting as
Trustee under this Indenture, “Securities” with respect to the Indenture as to
which such Person is Trustee shall have the meaning stated in the first recital
of this Indenture and shall more particularly mean Securities authenticated and
delivered under this Indenture, exclusive, however, of Securities of any series
as to which such Person is not Trustee.


 


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


 


“Special Record Date” for the payment of any
Defaulted Interest on the Registered Securities of or within any series means a
date fixed by the Trustee pursuant to Section 307.


 


“Specified Amount” has the meaning specified
in Section 312(h).


 


“Stated Maturity”, when used with
respect to any Security or any installment of principal thereof or interest
thereon, means the date specified in such Security or a coupon representing
such installment of interest as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable, as
such date may be extended pursuant to the provisions of Section 308.


 


“Subsequent Interest Period” has the
meaning specified in Section 307(b).


 


“Tax Redemption Date” has the meaning
specified in Section 1008.


 


“Taxes”
has the meaning specified in Section 1005.


 


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


 


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


 


“United States” means, unless otherwise specified
with respect to any Securities pursuant to Section 301, the United States
of America (including the states and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction.


 


“United States person” means, unless
otherwise specified with respect to any Securities pursuant to
Section 301, an individual who is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United


 


10





















 


States or an estate or trust the income of which is
subject to United States federal income taxation regardless of its source.


 


“Valuation Date” has the meaning specified in
Section 312(c).


 


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


 


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


 


“Yield to Maturity” means the yield to
maturity, computed at the time of issuance of a Security (or, if applicable, at
the most recent redetermination of interest on such Security) and as set forth
in such Security in accordance with generally accepted United States bond yield
computation principles.


 


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 an Officer’s
Certificate stating that all conditions precedent, if any, provided for in this
Indenture (including any covenant compliance with which constitutes a condition
precedent) 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.


 


Every certificate or opinion with respect to
compliance with a covenant or condition provided for in this Indenture (other
than pursuant to Section 1004) shall include:


 


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


 


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


 


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


 


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


 


11





















 


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


 


Any certificate or opinion of an Officer of the
Company or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of, or representations by, an accountant
or firm of accountants in the employ of the Company, unless such Officer or
counsel, as the case may be, knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the accounting matters upon which such certificate or opinion may be based are
erroneous.


 


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


 


SECTION
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 of the
Outstanding Securities of all series or one or more series, as the case may be,
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agents duly appointed in
writing.  If Securities of a series are
issuable 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 of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in accordance
with the provisions of Article Fifteen, 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


 


12





















 


thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments or so voting at any such meeting.  Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and 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 Securities shall be proved in the manner provided in
Section 1506.


 


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


 


(c)           The
principal amount and serial numbers of Registered Securities held by any
Person, and the date of holding the same, 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 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.  The principal amount and serial numbers of
Bearer Securities held by any Person, and the date of holding the same, may
also be proved in any other manner that the Trustee deems sufficient.


 


(e)           If
the Company shall solicit from the Holders of Registered Securities any
request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, by or pursuant to a Board Resolution, fix
in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
Act, but the Company shall have no obligation to do so.  Notwithstanding TIA Section 316(c), such
record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not earlier than the date 30 days prior to
the first solicitation of Holders generally in connection therewith and not
later than the date such solicitation is completed.  If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand,


 


13





















 


authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the
Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven
months after the record date.


 


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


 


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


 


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


 


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


 


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


 


SECTION 106.  Notice to Holders; Waiver.


 


Where this Indenture provides for notice of any event
to Holders of Registered Securities by the Company or the Trustee, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, or by facsimile
transmission (with an original to follow by first class mail), to each such
Holder affected by such event, at his 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. 
In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders of Registered Securities or the sufficiency of
any notice to Holders of Bearer Securities given as provided.  Any notice mailed to a Holder in the manner
herein prescribed shall be conclusively deemed to have been received by such
Holder, whether or not such Holder actually receives such notice.


 


In case, by reason of the suspension of or
irregularities in regular mail service or by reason of any other cause, it
shall be impractical to mail notice of any event to Holders of Registered
Securities when such notice is required to be given pursuant to any provision
of this


 


14





















 


Indenture, then any manner of giving such notice as
shall be satisfactory to the Trustee shall be deemed to be sufficient giving of
such notice for every purpose hereunder.


 


Except as otherwise expressly provided herein or
otherwise specified with respect to any Securities pursuant to
Section 301, where this Indenture provides for notice to Holders of Bearer
Securities of any event, such notice shall be sufficiently given to Holders of
Bearer Securities if published in an Authorized Newspaper in The City of
New York and in such other city or cities as may be specified in such
Securities on a Business Day, such publication to be not earlier than the
earliest date, and not later than the latest date, prescribed for the giving of
such notice.  Any such notice shall be
deemed to have been given on the date of such publication or, if published more
than once, on the date of the first such publication.


 


In case, by reason of the suspension of publication of
any Authorized Newspaper or Authorized Newspapers or by reason of any other
cause, it shall be impractical to publish any notice to Holders of Bearer
Securities as provided above, then such notification to Holders of Bearer
Securities as shall be given in a manner satisfactory to the Trustee, which
notice shall constitute sufficient notice to such Holders for every purpose
hereunder.  Neither the 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 such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.


 


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


 


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.


 


SECTION 107.  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 108.  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 109.  Separability Clause.


 


In case any provision in this Indenture or in any
Security or coupon 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.


 


15





















 


SECTION 110.  Benefits of Indenture.


 


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


 


SECTION 111.  Governing Law.


 


This Indenture and the Securities and coupons shall be
governed by and construed in accordance with the law of the State of New
York.  This Indenture is subject to the
provisions of the Trust Indenture Act that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.


 


SECTION 112.  Legal Holidays.


 


In any case where any Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date or Stated Maturity
or Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of any
Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu of this Section),
payment of principal (or premium, if any) or interest, 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 sinking fund
payment date, or at the Stated Maturity or Maturity; provided that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be.


 


SECTION 113.  Currency Indemnity.


 


To the fullest extent allowed under applicable law, if
for the purpose of obtaining a judgment against the Company in any court it is
necessary to convert the sum due in respect of the principal of, premium (if
any) or interest on or Additional Amounts with respect to the Securities of any
series (the “Required Currency”) into a currency in which a judgment will be
rendered (the “Judgment Currency”), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could
purchase in New York, New York the Required Currency with the Judgment Currency
on the Business Day in New York, New York next preceding that on which final
judgment is given. Neither the Company nor the Trustee shall be liable for any
shortfall nor shall it benefit from any windfall in payments to Holders of
Securities under this Section 113 caused by a change in exchange rates between
the time the amount of a judgment against it is calculated as above and the
time the Trustee converts the Judgment Currency into the Required Currency to
make payments under this Section 113 to Holders of Securities, but payment of
such judgment shall discharge all amounts owed by the Company on the claim or
claims underlying such judgment.


 


16





















 


SECTION 114.  Currency Equivalent.


 


Except as otherwise provided in this Indenture, for
purposes of the construction of the terms of this Indenture or of the
Securities, in the event that any amount is stated herein in the Currency of
one nation (the “First Currency”), as of any date such amount shall also be
deemed to represent the amount in the Currency of any other relevant nation
which is required to purchase such amount in the First Currency at the noon
buying rate in the City of New York for cable transfers as published by the Federal
Reserve Bank of New York on the date of determination.


 


SECTION 115.  Agent for Service; Submission to
Jurisdiction; Waiver of Immunities.


 


By the execution and delivery of this Indenture, the
Company (i) acknowledges that it has irrevocably designated and appointed
Mittal Steel USA ISG Inc. as its authorized agent upon which process may be
served in any suit or proceeding arising out of or relating to the Securities
or this Indenture that may be instituted in any United States federal or New
York State court in The City of New York or brought under federal or state
securities laws or brought by the Trustee (whether in its individual capacity
or in its capacity as Trustee hereunder), (ii) submits to the non-exclusive
jurisdiction of any such court in any such suit or proceeding, and (iii) agrees
that service of process upon Mittal Steel USA ISG Inc. and written notice of
said service to the Company (mailed or delivered to the Company,
Attention:  General Counsel, at its
principal office specified in the first paragraph of this Indenture and in the
manner specified in Section 105 hereof), shall be deemed in every respect
effective service of process upon the Company in any such suit or
proceeding.  The Company further agrees
to take any and all action, including the execution and filing of any and all
such documents and instruments, as may be necessary to continue such
designation and appointment of Mittal Steel USA ISG Inc. in full force and
effect so long as any of the Securities shall be outstanding.


 


SECTION 116.  Conflict with Trust Indenture Act.


 


If and to the extent that any provision hereof limits,
qualifies or conflicts with the duties imposed by any of Sections 310 to 318,
inclusive, of the Trust Indenture Act, through operation of Section 318(c) thereof,
such imposed duties shall control.


 


SECTION 117.  Incorporators, Shareholders, Officers and
Directors of the Company Exempt from Individual Liability.


 


No recourse for the payment of the principal of,
premium, if any, or interest on any Security or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement contained in this Indenture, or in any Security, or
because of the creation of any indebtedness evidenced thereby, shall be had
against any incorporator, shareholder, officer, director, employee or
controlling person, as such, of the Company or of any successor, either
directly or through the Company or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the
Holders and as part of the consideration for the issue of the Securities.


 


17





















 


SECTION 118.  Waiver
of Jury Trial.


 


Each of the Company, the Trustee and each Holder
hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or
relating to this Indenture, the Securities or the transactions contemplated
hereby.


 


ARTICLE TWO


 


SECURITY FORMS


 


SECTION 201.  Forms Generally.


 


The Registered Securities, if any, of each series and
the Bearer Securities, if any, of each series and related coupons shall be in
substantially the forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture or any indenture supplemental
hereto, and may have such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Indenture, or 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 Securities
or coupons, as evidenced by their execution of the Securities or coupons.  If the forms of Securities or coupons of any
series are established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the General
Counsel, Secretary or 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 Securities or
coupons.  Any portion of the text of any
Security may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Security.


 


Unless otherwise specified as contemplated by
Section 301, Bearer Securities shall have interest coupons attached.


 


The Trustee’s certificate of authentication on all
Securities shall be in substantially the form set forth in this Article.


 


The definitive Securities and coupons shall be
printed, lithographed or engraved or produced by any combination of these
methods on a steel-engraved border or steel-engraved borders or may be
produced in any other manner, all as determined by the Officers executing such
Securities, as evidenced by their execution of such Securities or coupons.


 


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


 


Subject to Section 611, the Trustee’s certificate
of authentication shall be in substantially the following form:


 


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TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Dated:  ___________________


 


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


 


	
   

  	
  [NAME OF
  TRUSTEE],

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


SECTION 203.  Securities Issuable in Global Form.


 


If Securities of or within a series are issuable in
global form, as specified as contemplated by Section 301, then,
notwithstanding clause (8) of Section 301, any such Security shall
represent such of the Outstanding Securities of such series as shall be specified
therein and may provide that it shall represent the aggregate amount of
Outstanding Securities of such series from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities of such series represented
thereby may from time to time be increased or decreased to reflect
exchanges.  Any endorsement of a Security
in global form to reflect the amount, or any increase or decrease in the
amount, of Outstanding Securities represented thereby shall be made by the Trustee
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.  Subject to the provisions of Section 303
and, if applicable, Section 304, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company
Order.  If a Company Order pursuant to
Section 303 or Section 304 has been, or simultaneously is, delivered,
any instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel.


 


The provisions of the last sentence of
Section 303 shall apply to any Security represented by a Security in
global form if such Security was never issued and sold by the Company and the
Company delivers to the Trustee the 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 regard to the reduction in the
principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 303.


 


Notwithstanding the provisions of Section 307,
unless otherwise specified as contemplated by Section 301, payment of
principal of (and premium, if any) and interest, if any, on any Security in
permanent global form shall be made to the Person or Persons specified therein.


 


19





















 


Notwithstanding the provisions of Section 309 and
except as provided in the preceding paragraph, the Company, the Trustee and any
agent of the Company and the Trustee shall treat as the Holder of such
principal amount of Outstanding Securities represented by a permanent global
Security (i)  in the case of a permanent global Security in registered
form, the Holder of such permanent global Security in registered form, or
(ii) in the case of a permanent global Security in bearer form, Euroclear
or Clearstream.


 


ARTICLE THREE


 


THE SECURITIES


 


SECTION 301.  Amount Unlimited; Issuable in Series.


 


The aggregate principal amount of Securities which may
be authenticated and delivered under this Indenture is unlimited.  All Securities of any one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such series.


 


The Securities may be issued in one or more
series.  There shall be established in
one or more Board Resolutions or pursuant to authority granted by one or more
Board Resolutions and, subject to Section 303, set forth in, or determined
in the manner provided in, an Officer’s Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of Securities of any
series, any or all of the following, as applicable (each of which (except for
the matters set forth in clauses (1), (2) and (17) below), if so provided,
may be determined from time to time by the Company with respect to unissued
Securities of the series and set forth in such Securities of the series when
issued from time to time):


 


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


 


(2)   any limit upon the aggregate
principal amount of the Securities of the series that may be authenticated and
delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Section 304, 305, 306, 906,
1107 or 1305);


 


(3)   the date or dates, or the
method by which such date or dates will be determined or extended, on which the
principal of the Securities of the series is payable;


 


(4)   the rate or rates (whether
fixed or variable) at which the Securities of the series shall bear interest,
if any, or the method by which such rate or rates shall be determined, the date
or dates from which such interest shall accrue, or the method by which such
date or dates shall be determined, the Interest Payment Dates on which such
interest shall be payable and the Regular Record Date, if any, for the interest
payable on any Registered Security on any Interest Payment Date, or the method
by which such date or dates shall be determined, and the basis upon which
interest shall be calculated if other than on the basis of a 360-day year
of twelve 30-day months;


 


20





















 


(5)   the place or places, if any,
other than or in addition to the Borough of Manhattan, The City of
New York, where the principal of (and premium, if any) and interest, if
any, on Securities of the series shall be payable, where any Registered
Securities of the series may be surrendered for registration of transfer, where
Securities of the series may be surrendered for exchange, where Securities of
the series that are convertible or exchangeable may be surrendered for
conversion or exchange, as applicable and, if different than the location
specified in Section 106, the place or places where notices or demands to
or upon the Company in respect of the Securities of the series and this
Indenture may be served, and the extent to which, or the manner in which, any
interest payment or Additional Amounts on a global Security on an Interest
Payment Date shall be paid;


 


(6)   the period or periods within
which, the price or prices at which, the Currency in which, and other terms and
conditions upon which Securities of the series may be redeemed, in whole or in
part, at the option of the Company, if the Company is to have that option;


 


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


 


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


 


(9)   if other than the Trustee,
the identity of each Security Registrar and/or Paying Agent;


 


(10) if other than the principal
amount thereof, the portion of the principal amount of Securities of the series
that shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 502 or the method by which such portion shall be
determined;


 


(11)  if other than Dollars, the
Currency in which payment of the principal of (or premium, if any) or interest,
if any, on the Securities of the series shall be payable or in which the
Securities of the series shall be denominated and the particular provisions
applicable thereto in accordance with, in addition to or in lieu of any of the
provisions of Section 312;


 


(12)     whether the amount of
payments of principal of (or premium, if any) or interest, if any, on the
Securities of the series may be determined with reference to an index, formula
or other method (which index, formula or method may be based, without
limitation, on one or more Currencies, commodities, equity indices or other
indices), and the manner in which such amounts shall be determined;


 


21





















 


(13)     whether the principal of
(or premium, if any) or interest, if any, on the Securities of the series are
to be payable, at the election of the Company or a Holder thereof, in a
Currency other than that in which such Securities are denominated or stated to
be payable, the period or periods within which (including the Election Date),
and the terms and conditions upon which, such election may be made, and the
time and manner of determining the exchange rate between the Currency in which
such Securities are denominated or stated to be payable and the Currency in
which such Securities are to be so payable, in each case in accordance with, in
addition to or in lieu of any of the provisions of Section 312;


 


(14)     the designation of the
initial Exchange Rate Agent, if any;


 


(15)     the applicability, if
any, of Sections 1402 and/or 1403 to the Securities of the series and any
provisions in modification of, in addition to or in lieu of any of the
provisions of Article Fourteen that shall be applicable to the Securities
of the series;


 


(16)     provisions, if any,
granting special rights to the Holders of Securities of the series upon the
occurrence of such events as may be specified;


 


(17)     any deletions from,
modifications of or additions to the Events of Default or covenants (including
any deletions from, modifications of or additions to Section 1009) of the
Company with respect to Securities of the series, whether or not such Events of
Default or covenants are consistent with the Events of Default or covenants set
forth herein;


 


(18)     whether Securities of the
series are to be issuable as Registered Securities, Bearer Securities (with or
without coupons) or both, any restrictions applicable to the offer, sale or
delivery of Bearer Securities, whether any Securities of the series are to be
issuable initially in temporary global form and whether any Securities of the
series are to be issuable in permanent global form with or without coupons and,
if so, whether beneficial owners of interests in any such permanent global
Security may exchange such interests for Securities of such series and of like
tenor of any authorized form and denomination and the circumstances under which
any such exchanges may occur, if other than in the manner provided in
Section 305, whether Registered Securities of the series may be exchanged
for Bearer Securities of the series (if permitted by applicable laws and
regulations), whether Bearer Securities of the series may be exchanged for
Registered Securities of such series, and the circumstances under which and the
place or places where any such exchanges may be made and if Securities of the
series are to be issuable in global form, the identity of any initial depositary
therefor;


 


(19)     the date as of which any
Bearer Securities of the series and any temporary global Security representing
Outstanding Securities of the series shall be dated if other than the date of
original issuance of the first Security of the series to be issued;


 


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


 


22





















 


Security of
the series shall be payable, if otherwise than upon presentation and surrender
of the coupons appertaining thereto as they severally mature, and the extent to
which, or the manner in which, any interest payable on a temporary global
Security on an Interest Payment Date will be paid if other than in the manner
provided in Section 304;


 


(21)     if Securities of the
series are to be issuable in definitive form (whether upon original issue or
upon exchange of a temporary Security of such series) only upon receipt of
certain certificates or other documents or satisfaction of other conditions,
the form and/or terms of such certificates, documents or conditions;


 


(22)     if the Securities of the
series are to be issued upon the exercise of warrants, the time, manner and
place for such Securities to be authenticated and delivered;


 


(23)     whether, under what
circumstances and the Currency in which the Company will pay Additional Amounts
as contemplated by Section 1005 on the Securities of the series to any
Holder who is not a United States person (including any modification to the
definition of such term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such
Securities rather than pay such Additional Amounts (and the terms of any such
option);


 


(24)     if payment of the
Securities of the series shall be guaranteed by any other Person;


 


(25)     the percentage or
percentages of principal amount of which the Securities of the series shall be
issued;


 


(26)     if the Securities of the
series are to be convertible into or exercisable, redeemable or exchangeable
for any securities of any Person (including the Company), the terms and
conditions upon which such Securities shall be so convertible or exchangeable,
including whether conversion, exercise, redemption or exchange is mandatory, at
the option of the Holder or at the Company’s option, the date on or the period
during which conversion, exercise, redemption or exchange may occur, the
initial conversion, exercise, redemption or exchange price or rate and the
circumstances or manner in which the amount of common shares or other
securities issuable upon conversion, exercise, redemption or exchange may be
adjusted;


 


(27)     the stock exchange, if
any, on which the Securities shall be listed;


 


(28)     the if the Securities are
to be secured in any manner, the terms of such security;


 


(29)     if the Securities of the
series are subject to mandatory or optional remarketing or other mandatory or
optional resale provisions, and, if applicable, the date or period during which
such resale may occur, any conditions to such resale and any right of a Holder
to substitute securities for the Securities subject to resale; and


 


(30)     any other terms,
conditions, rights and preferences (or limitations on such rights and
preferences) relating to the series (which terms shall not be inconsistent with
the requirements of the Trust Indenture Act or the provisions of this
Indenture).


 


23





















 


Securities may be issued with terms different from
those of Securities previously issued under this Indenture.


 


All Securities of any one series and the coupons
appertaining to any Bearer Securities of such series 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
(subject to Section 303) and set forth in such Officer’s Certificate or in
any such indenture supplemental hereto. 
Not all Securities of any one series need be issued at the same time,
and, unless otherwise provided, a series may be reopened for issuances of
additional Securities of such series.


 


If any of the terms of the series are established by
action taken pursuant to one or more Board Resolutions, such Board Resolutions
shall be delivered to the Trustee at or prior to the delivery of the Officer’s
Certificate setting forth the terms of the series.


 


SECTION 302.  Denominations.


 


The Securities of each series shall be issuable in
such denominations as shall be specified as contemplated by
Section 301.  With respect to
Securities of any series denominated in Dollars, in the absence of any such
provisions, the Registered Securities of such series, other than Registered
Securities issued in global form (which may be of any denomination), shall be
issuable in denominations of $1,000 and any integral multiple thereof and the
Bearer Securities of such series, other than the Bearer Securities issued in
global form (which may be of any denomination), shall be issuable in a
denomination of $5,000.


 


SECTION 303.  Execution, Authentication, Delivery and
Dating.


 


The Securities and
any coupons appertaining thereto shall be executed on behalf of the Company by
any Officer.  The signature of any
Officer on the Securities or coupons may be the manual or facsimile signatures
of the present or any future such authorized Officer and may be imprinted or
otherwise reproduced on the Securities.


 


Securities or
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 Securities or did not
hold such offices at the date of such Securities or coupons.


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any
series together with any coupon appertaining thereto, executed by the Company
to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities; provided,
however, that, in connection with its original issuance, no Bearer
Security shall be mailed or otherwise delivered to any location in the United
States; and provided  further that, unless otherwise specified
with respect to any series of Securities pursuant to Section 301, a Bearer
Security may be delivered in connection with its original issuance only if the
Person entitled to receive such Bearer Security shall have furnished a


 


24





















 


certificate in the form set forth in Exhibit A-1
to this Indenture or such other certificate as may be specified with respect to
any series of Securities pursuant to Section 301, dated no earlier than 15 days
prior to the earlier of the date on which such Bearer Security is delivered and
the date on which any temporary Security first becomes exchangeable for such
Bearer Security in accordance with the terms of such temporary Security and
this Indenture.  If any Security shall be
represented by a permanent global Bearer Security, then, for purposes of this
Section and Section 304, the notation of a beneficial owner’s interest
therein upon original issuance of such Security or upon exchange of a portion
of a temporary global Security shall be deemed to be delivery in connection
with its original issuance of such beneficial owner’s interest in such
permanent global Security.  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.  If not
all of the Securities of any series are to be issued at one time and if the
Board Resolution or supplemental indenture establishing such series shall so
permit, such Company Order may set forth procedures acceptable to the Trustee
for the issuance of such Securities and determining the terms of particular
Securities of such series such as interest rate, stated maturity, date of
issuance and date from which interest shall accrue.


 


In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to TIA
Sections 315(a) through 315(d)) shall be fully protected in relying upon,
an Opinion of Counsel stating:


 


(a)           that the form or forms of such
Securities and any coupons have been established in conformity with the
provisions of this Indenture;


 


(b)           that the terms of such Securities and
any coupons have been established in conformity with the provisions of this
Indenture;


 


(c)           that such Securities, together with
any coupons appertaining thereto, when completed by appropriate insertions and
executed and delivered by the Company to the Trustee for authentication in
accordance with this Indenture, authenticated and delivered by the Trustee in
accordance with this Indenture and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will constitute
the legal, valid and binding obligations of the Company, enforceable in
accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating to or
affecting the enforcement of creditors’ rights, to general equitable principles
and to such other qualifications as such counsel shall conclude do not
materially affect the rights of Holders of such Securities and any coupons;


 


(d)           that the Company has the corporate
power to issue such Securities and any coupons, and has duly taken all
necessary corporate action with respect to such issuance; and


 


(e)           that the issuance of such Securities
and any coupons shall not contravene the articles of incorporation or by-laws
of the Company or result in any violation of any of the terms or provisions of
any law or regulation; and


 


25


















 


Notwithstanding the provisions of Section 301 and
of the preceding two paragraphs, if not all the Securities of any series are to
be issued at one time, it shall not be necessary to deliver the Officer’s
Certificate otherwise required pursuant to Section 301 or the Company
Order and Opinion of Counsel otherwise required pursuant to the preceding two
paragraphs prior to or at the time of issuance of each Security, but such
documents shall be delivered prior to or at the time of issuance of the first
Security of such series.


 


The Trustee shall not be required to authenticate and
deliver any such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.


 


Each Registered Security shall be dated the date of
its authentication and each Bearer Security shall be dated as of the date
specified as contemplated by Section 301.


 


No Security or coupon shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security or Security to which such coupon appertains a
certificate of authentication substantially in the form provided for herein
duly executed by the Trustee by manual signature of an authorized officer, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.  Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 310 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 Security has never been
issued and sold by the Company, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.


 


SECTION 304.  Temporary Securities.


 


Pending the preparation of definitive Securities of
any series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu
of which they are issued, 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 conclusively the
Officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities.  Such
temporary Securities may be in global form.


 


Except in the case of temporary Securities in global
form (which shall be exchanged in accordance with the provisions of the
following paragraphs), if temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be prepared without
unreasonable delay.  After the
preparation of definitive Securities of such series, the temporary Securities
of such series shall be exchangeable for definitive Securities of such series
upon surrender of the temporary Securities of such series at the office or
agency of the Company in a Place of Payment for that series, without charge to
the Holder.  Upon surrender for


 


26





















 


cancellation of any one or more temporary Securities
of any series (accompanied by any unmatured coupons appertaining thereto), the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Securities of the same
series of authorized denominations; provided, however, that no
definitive Bearer Security shall be delivered in exchange for a temporary
Registered Security; and provided  further that a definitive
Bearer Security shall be delivered in exchange for a temporary Bearer Security
only in compliance with the conditions set forth in Section 303.  Until so exchanged the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.


 


If temporary Securities of any series are issued in
global form, any such temporary global Security shall, unless otherwise
provided therein, be delivered to the London, England office of a depositary or
common depositary (the “Common Depositary”), for the benefit of Euroclear and
Clearstream, for credit to the respective accounts of the beneficial owners of
such Securities (or to such other accounts as they may direct).


 


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 “Exchange Date”), the Company shall deliver to
the Trustee definitive Securities, in aggregate principal amount equal to the
principal amount of such temporary global Security, executed by the
Company.  On or after the Exchange Date
such temporary global Security shall be surrendered by the Common Depositary to
the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole
or from time to time in part, for definitive Securities without charge and the
Trustee shall authenticate and deliver, in exchange for each portion of such
temporary global Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such temporary global Security to be exchanged.  The definitive Securities to be delivered in
exchange for any such temporary global Security shall be in bearer form,
registered form, permanent global bearer form or permanent global registered
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, unless otherwise
specified in such temporary global Security, upon such presentation by the
Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by
Euroclear as to the portion of such temporary global Security held for its
account then to be exchanged and a certificate dated the Exchange Date or a subsequent
date and 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 A-2 to this Indenture (or in such other form as may be
established pursuant to Section 301); and provided  further
that definitive Bearer Securities shall be delivered in exchange for a portion
of a temporary global Security only in compliance with the requirements of
Section 303.


 


Unless otherwise specified in such temporary global
Security, the interest of a beneficial owner of Securities of a series in a
temporary global Security shall be exchanged for definitive Securities of the
same series and of like tenor following the Exchange Date when the account
holder instructs Euroclear or Clearstream, as the case may be, to request such
exchange on his behalf and delivers to Euroclear or Clearstream, as the case
may be, a certificate in the form set forth in Exhibit A-1 to this
Indenture (or in such other form as may be established pursuant to Section 301),
dated no earlier than 15 days prior to the Exchange Date, copies of which
certificate


 


27





















 


shall be available from the offices of Euroclear and
Clearstream, the Trustee, any Authenticating Agent appointed for such series of
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 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 Securities in person at the
offices of Euroclear or Clearstream. 
Definitive 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.


 


Until exchanged in full as hereinabove provided, the
temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of the same series
and of like tenor authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 301, interest payable on a temporary
global Security on an Interest Payment Date for Securities of such series
occurring prior to the applicable Exchange Date shall be payable to Euroclear
and Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee of a certificate or certificates in the form set
forth in Exhibit A-2 to this Indenture (or in such other form as may
be established pursuant to Section 301), for credit without further
interest thereon 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 dated no earlier than 15 days
prior to the Interest Payment Date occurring prior to such Exchange Date in the
form set forth in Exhibit A-1 to this Indenture (or in such other
form as may be established pursuant to Section 301).  Notwithstanding anything to the contrary
herein contained, the certifications made pursuant to this paragraph shall
satisfy the certification requirements of the preceding two paragraphs of this
Section and of the third paragraph of Section 303 of this Indenture
and the interests of the Persons who are the beneficial owners of the temporary
global Security with respect to which such certification was made will be
exchanged for definitive Securities of the same series and of like tenor on the
Exchange Date or the date of certification if such date occurs after the Exchange
Date, without further act or deed by such beneficial owners.  Except as otherwise provided in this
paragraph, no payments of principal (or premium, if any) or interest, if any,
owing with respect to a beneficial interest in a temporary global Security will
be made unless and until such interest in such temporary global Security shall
have been exchanged for an interest in a definitive Security.  Any interest so received by Euroclear and
Clearstream and not paid as herein provided shall be returned to the Trustee
immediately prior to the expiration of two years after such Interest Payment
Date in order to be repaid to the Company in accordance with Section 1003.


 


SECTION 305.  Registration, Registration of Transfer and
Exchange.


 


The Company shall cause to be kept at the Corporate
Trust Office of the Trustee or in any office or agency of the Company in a
Place of Payment, a register for each series of Securities (the registers
maintained in the Corporate Trust Office of the Trustee and in any other office
or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and of transfers of Registered
Securities.  The Security Register shall
be in written form or any other form capable of being converted into written
form within a reasonable time.  At all
reasonable times, the


 


28





















 


Security Register shall be open to inspection by the
Trustee.  The Trustee is hereby initially
appointed as security registrar (the “Security Registrar”) for the purpose of
registering Registered Securities and transfers of Registered Securities as
herein provided.  The Company shall have
the right to remove and replace from time to time the Security Registrar for
any series of Securities; provided that, no such removal or replacement shall
be effective until a successor Security Registrar with respect to such series
of Registered Securities shall have been appointed by the Company and shall
have accepted such appointment by the Company. 
In the event that the Trustee shall not be or shall cease to be the Security
Registrar with respect to a series of Securities, it shall have the right to
examine the Security Register for such series at all reasonable times.  There shall be only one Security Register for
each series of Securities.


 


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


 


At the option of the Holder, Registered Securities of
any series may be exchanged for other replacement Registered Securities of the
same series, of any authorized denomination and of a like aggregate principal
amount and tenor, upon surrender of the Registered Securities to be exchanged
at such office or agency.  Whenever any
Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive.  Unless otherwise specified with respect to
any series of Securities as contemplated by Section 301, Bearer Securities
may not be issued in exchange for replacement Registered Securities.


 


If (but only if) expressly permitted in or pursuant to
the applicable Board Resolution and (subject to Section 303) set forth in
the applicable Officer’s Certificate, or in any indenture supplemental hereto,
delivered as contemplated by Section 301, at the option of the Holder,
Bearer Securities of any series may be exchanged for Registered Securities of
the same series of any authorized denomination and of a like aggregate principal
amount and tenor, 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 appertaining thereto.  If the
Holder of a Bearer Security is unable to produce any such unmatured coupon or
coupons or matured coupon or coupons in default, any such permitted exchange
may be effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company 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 is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless.  If thereafter the Holder
of such Security shall surrender to any Paying Agent any such missing coupon in
respect of which such a payment shall have been made, such Holder shall be
entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 1002, interest represented
by coupons shall be payable only upon presentation and surrender of those
coupons at an office or agency located outside the United States.  Notwithstanding the foregoing, in case a
Bearer Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i)  any Regular
Record Date and before the opening of business at such 


 


29





















 


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 proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon relating
to such Interest Payment Date or proposed date for payment, as the case may be,
and interest or Defaulted Interest, as the case may be, will not be payable on
such Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.


 


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


 


Notwithstanding the foregoing, except as otherwise
specified as contemplated by Section 301, any permanent global Security
shall be exchangeable only as provided in this paragraph.  If any beneficial owner of an interest in a
permanent global Security is entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized
form and denomination, as specified as contemplated by Section 301 and
provided that any applicable notice provided in the permanent global Security
shall have been given, then without unnecessary delay but in any event not
later than the earliest date on which such interest may be so exchanged, the
Company shall deliver to the Trustee definitive Securities in aggregate
principal amount equal to the principal amount of such beneficial owner’s
interest in such permanent global Security, executed by the Company.  On or after the earliest date on which such
interests may be so exchanged, such permanent global Security shall be
surrendered by the Common Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or from time to
time in part, for definitive Securities without charge, and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
such permanent global Security to be exchanged which, unless the Securities of
the series are not issuable both as Bearer Securities and as Registered
Securities, as specified as contemplated by Section 301, shall be in the
form of Bearer Securities or Registered Securities, or any combination thereof,
as shall be specified by the beneficial owner thereof; provided, however,
that no such exchanges may occur during a period beginning at the opening of
business 15 days before any selection of Securities to be redeemed and ending
on the relevant Redemption Date if the Security for which exchange is requested
may be among those selected for redemption; and provided, further,
that no Bearer Security delivered in exchange for a portion of a permanent
global Security shall be mailed or otherwise delivered to any location in the
United States.  If a Registered Security
is issued in exchange for any portion of a permanent global Security after the
close of business at the office or agency where such exchange occurs 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 proposed date for payment of Defaulted Interest, interest or
Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to


 


30





















 


the Person to whom interest in respect of such portion
of such permanent global Security is payable in accordance with the provisions
of this Indenture.


 


If Securities are issued in global form and if (i) a
depositary with respect to such Securities notifies the Company that it is
unwilling or unable to continue to act as the depositary with respect to the
Securities, (ii) a depositary with respect to such Securities ceases to be a
clearing agency and a successor clearing agency is not appointed by the Company
within 120 days, (iii) at any time the Company in its sole discretion
determines that such global Securities (in whole but not in part) should be
exchanged for definitive Securities or (iv) the owner of beneficial interests
in such global Securities requests in writing, in the case of an Event of
Default under this Indenture, that definitive Securities be delivered to the
depositary, the Trustee shall issue definitive Securities in such names and
denominations as the depositary shall specify and the Trustee agrees that in
the event of a partial exchange, the global Securities shall be returned to the
Trustee with a notation adjusting the principal amount of such global Security
to be equal to the portion of such global Security not so requested to be
issued as definitive Securities, and in all other events the Trustee, in
connection with such exchange, shall cancel such global Securities upon
issuance of such definitive Securities; provided
that in the event of a partial exchange the principal amount at maturity of
such definitive Securities and of the global Security after such exchange shall
be $1,000 or an integral multiple thereof. 
Every Security authenticated and delivered in exchange for or in lieu of
a global Security or any portion thereof, shall be authenticated and delivered
in the form of, and shall be, a global Security.


 


All Securities issued upon any registration of
transfer or exchange of Securities shall be the valid obligations of the
Company, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the 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
or the Security Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer, in form satisfactory to the Company and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.


 


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906, 1107 or
1305 not involving any transfer.


 


The Company shall not be required (i) to issue,
register the transfer of or exchange Securities of any series during a period
beginning at the opening of business 15 days before the day of the selection
for redemption of Securities of that series under Section 1103 or 1203 and
ending at the close of business on (A) if Securities of the series are
issuable only as Registered Securities, the day of the mailing of the relevant
notice of redemption and (B) if Securities of the series are issuable as
Bearer Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) to register the transfer of or exchange any Registered
Security so selected for redemption in whole or in part, except the


 


31





















 


unredeemed portion of any Security being redeemed in
part, or (iii) to exchange any Bearer Security so selected for redemption
except that such a Bearer Security may be exchanged for a Registered Security
of that series and like tenor; provided that such Registered Security
shall be simultaneously surrendered for redemption, or (iv) to issue,
register the transfer of or exchange any Security which has been surrendered
for repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.


 


SECTION 306.  Mutilated, Destroyed, Lost and Stolen
Securities.


 


If any mutilated Security or a Security with a
mutilated coupon appertaining to it is surrendered to the Trustee or the
Company, together with, in proper cases, such security or indemnity as may be
required by the Company or the Trustee to save each of them or any agent of
either of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a replacement Security of the
same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to the surrendered Security, or, in case any such mutilated
Security or coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security,
pay such Security or coupon.


 


If there shall be delivered to the Company and to the
Trustee (i) evidence to their satisfaction of the destruction, loss or
theft of any Security or coupon and (ii) such security or indemnity as may
be required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee that
such Security or coupon has been acquired by a protected purchaser (as defined
in Article 8 of the Uniform Commercial Code), the Company shall execute and
upon Company Order the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security or in exchange for the Security for
which a destroyed, lost or stolen coupon appertains (with all appurtenant
coupons not destroyed, lost or stolen), a replacement Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.


 


Notwithstanding the provisions of the previous two
paragraphs, in case any such mutilated, destroyed, lost or stolen Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, with coupons corresponding
to the coupons, if any, appertaining to such mutilated, destroyed, lost or
stolen Security or to the Security to which such mutilated, destroyed, lost or
stolen coupon appertains, pay such Security or coupon; provided, however,
that payment of principal of (and premium, if any) and interest, if any, 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,
unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.


 


Upon the issuance of any replacement Security under
this Section, the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that


 


32





















 


may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.


 


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


 


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


 


SECTION
307.  Payment of Principal and
Interest; Interest Rights Preserved; Optional Interest Reset.


 


(a)           Unless
otherwise provided as contemplated by Section 301 with respect to any
series of Securities, interest, if any, 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 such Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose pursuant to Section 1002; provided, however,
that each installment of the principal of (and premium, if any) and interest,
if any, on any Registered Security may at the Company’s option be paid by
(i) mailing a check for such interest, payable to or upon the written order
of the Person entitled thereto pursuant to Section 309, to the address of
such Person as it appears on the Security Register or (ii) wire transfer
to an account of the person entitled to receive such payment if such person is
a Holder of $10,000,000 or more in aggregate principal amount of the Securities
of such series (with wire transfer instructions provided to the Trustee not
less than 15 days prior to payment of interest by wire transfer); provided
further, that principal paid in relation to any Security redeemed at the option
of the Company pursuant to Article Eleven, or paid at Maturity, shall be paid
to the holder of such Security only upon presentation and surrender of such
Security to such office or agency referred to in this Section 307(a).


 


Unless otherwise provided as contemplated by
Section 301 with respect to the Securities of any series, payment of
interest, if any, may be made, in the case of a Bearer Security, by transfer to
an account located outside the United States maintained by the payee upon
presentation and surrender of the related coupons.


 


Unless otherwise provided as contemplated by
Section 301, every permanent global Security will provide that interest,
if any, payable on any Interest Payment Date will be paid to each of DTC or
Euroclear and Clearstream with respect to that portion of such permanent global
Security held for its account by the Common Depositary, for the purpose of
permitting each of


 


33





















 


DTC or Euroclear and Clearstream to credit the
interest, if any, received by it in respect of such permanent global Security
to the accounts of the beneficial owners thereof.


 


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 shall not be payable on such Interest Payment Date in respect of
the Registered Security issued in exchange for such Bearer Security, but shall
be payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.


 


Unless otherwise provided as contemplated by Section
301, 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
shall forthwith cease to be payable to the Holder on the relevant Regular
Record Date by virtue of having been such Holder, and such defaulted interest
and, if applicable, interest on such defaulted interest (to the extent lawful)
at the rate specified in the Securities of such series (such defaulted interest
and, if applicable, interest thereon herein collectively called “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 in the
Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series and except, if applicable, as provided in Sections 312(b), 312(d)
and 312(e)) 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 on or prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment.  The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
given in the manner provided in Section 106, not less than 10 days prior
to such Special Record Date.  Notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so given, such Defaulted Interest shall be paid to the
Persons in whose name 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


 


34





















 


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 shall not be payable on such proposed date of payment in
respect of the Registered Security issued in exchange for such Bearer Security,
but shall 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 such Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee.


 


(b)           The
provisions of this Section 307(b) may be made applicable to any series of
Securities pursuant to Section 301 (with such modifications, additions or
substitutions as may be specified pursuant to such Section 301).  The interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) on any Security
of such series may be reset by the Company on the date or dates specified on
the face of such Security (each an “Optional Reset Date”).  The Company may exercise such option with
respect to such Security by notifying the Trustee of such exercise at least 50
but not more than 60 days prior to an Optional Reset Date for such
Security.  Not later than 40 days prior
to each Optional Reset Date, the Trustee shall transmit, in the manner provided
for in Section 106, to the Holder of any such Security a notice (the “Reset
Notice”) indicating whether the Company has elected to reset the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable), and if so (i) such new interest rate (or such new spread or
spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date or if there is no such next Optional Reset Date, to the Stated
Maturity Date of such Security (each such period a “Subsequent Interest Period”),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Subsequent
Interest Period.


 


Notwithstanding the foregoing, not later than 20 days
prior to the Optional Reset Date, the Company may, at its option, revoke the
interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) provided for in the Reset Notice and establish an
interest rate (or a spread or spread multiplier used to calculate such interest
rate, if applicable) that is higher than the interest rate (or the spread or
spread multiplier, if applicable) provided for in the Reset Notice, for the
Subsequent Interest Period by causing the Trustee to transmit, in the manner
provided for in Section 106, notice of such higher interest rate (or such
higher spread or spread multiplier, if applicable) to the Holder of such
Security.  Such notice shall be irrevocable.  All Securities with respect to which the
interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) is reset on an Optional Reset Date, and with
respect to which the Holders of such Securities have not tendered such
Securities for repayment (or have validly revoked any such tender) pursuant to
the next succeeding paragraph, will bear such higher interest rate (or such
higher spread or spread multiplier, if applicable).


 


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The Holder of any such Security will have the option
to elect repayment by the Company of the principal of such Security on each
Optional Reset Date at a price equal to the principal amount thereof plus
interest accrued to such Optional Reset Date. 
In order to obtain repayment on an Optional Reset Date, the Holder must
follow the procedures set forth in Article Thirteen for repayment at the
option of Holders except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to such Optional
Reset Date and except that, if the Holder has tendered any Security for
repayment pursuant to the Reset Notice, the Holder may, by written notice to
the Trustee, revoke such tender or repayment until the close of business on the
tenth day before such Optional Reset Date.


 


Subject to the foregoing provisions of this Section
and Section 305, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.


 


SECTION 308.  Optional Extension of Stated Maturity.


 


The provisions of this Section 308 may be made
applicable to any series of Securities pursuant to Section 301 (with such
modifications, additions or substitutions as may be specified pursuant to such
Section 301).  The Stated Maturity
of any Security of such series may be extended at the option of the Company for
the period or periods specified on the face of such Security (each an “Extension
Period”) up to but not beyond the date (the “Final Maturity”) set forth on the
face of such Security.  The Company may
exercise such option with respect to any Security by notifying the Trustee of
such exercise at least 50 but not more than 60 days prior to the Stated
Maturity of such Security in effect prior to the exercise of such option (the “Original
Stated Maturity”).  If the Company
exercises such option, the Trustee shall transmit, in the manner provided for
in Section 106, to the Holder of such Security not later than 40 days
prior to the Original Stated Maturity a notice (the “Extension Notice”)
indicating (i) the election of the Company to extend the Stated Maturity,
(ii) the new Stated Maturity, (iii) the interest rate, if any,
applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period. 
Upon the Trustee’s transmittal of the Extension Notice, the Stated
Maturity of such Security shall be extended automatically and, except as
modified by the Extension Notice and as described in the next paragraph, such
Security will have the same terms as prior to the transmittal of such Extension
Notice.


 


Notwithstanding the foregoing, not later than 20 days
before the Original Stated Maturity of such Security, the Company may, at its
option, revoke the interest rate provided for in the Extension Notice and
establish a higher interest rate for the Extension Period by causing the
Trustee to transmit, in the manner provided for in Section 106, notice of
such higher interest rate to the Holder of such Security.  Such notice shall be irrevocable.  All Securities with respect to which the
Stated Maturity is extended will bear such higher interest rate.


 


If the Company extends the Maturity of any Security,
the Holder will have the option to elect repayment of such Security by the
Company on the Original Stated Maturity at a price equal to the principal
amount thereof, plus interest accrued to such date.  In order to obtain repayment on the Original
Stated Maturity once the Company has extended the Maturity thereof, the Holder
must follow the procedures set forth in Article Thirteen for repayment at
the option of


 


36





















 


Holders, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days
prior to the Original Stated Maturity and except that, if the Holder has
tendered any Security for repayment pursuant to an Extension Notice, the Holder
may by written notice to the Trustee revoke such tender for repayment until the
close of business on the tenth day before the Original Stated Maturity.


 


SECTION 309.  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 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
Sections 305 and 307) interest, if any, on such Security and for all other
purposes whatsoever (other than the payment of Additional Amounts, if any),
whether or not such Security be overdue, and none of the Company, the Trustee
or any agent of the Company or the Trustee shall be affected by notice to the
contrary.


 


Title to any Bearer Security and any coupons
appertaining thereto shall pass by delivery. 
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 Security or coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not such Security or coupons be overdue, and none of the Company, the Trustee
or 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 Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.


 


The depositary for Securities may be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such global Security for all purposes whatsoever (other than the payment of
Additional Amounts, if any). 
Notwithstanding the foregoing, with respect to any global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any depositary, as a Holder, with respect
to such global Security or impair, as between such depositary and owners of
beneficial interests in such global Security, the operation of customary
practices governing the exercise of the rights of such depositary (or its
nominee) as Holder of such global Security.


 


SECTION 310.  Cancellation.


 


All Securities and coupons surrendered for payment,
redemption, repayment at the option of the Holder, registration of transfer or
exchange or for credit against any current or future sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee.  All Securities and coupons so
delivered to the Trustee shall be promptly cancelled by it.  The Company may at any time deliver to the
Trustee for cancellation any Securities previously


 


37





















 


authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall be promptly cancelled by
the Trustee.  If the Company shall so
acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation.  No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture.  All cancelled Securities held by the Trustee
shall be disposed of by the Trustee in accordance with its customary procedures
and certification of their disposal delivered to the Company unless by Company
Order the Company shall direct that cancelled Securities be returned to it.


 


SECTION 311.  Computation of Interest.


 


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


 


SECTION
312.  Currency and Manner of Payments
in Respect of Securities.


 


(a)           Unless
otherwise provided as contemplated by Section 301, with respect to Registered
Securities of any series not permitting the election provided for in
paragraph (b) below or the Holders of which have not made the election
provided for in paragraph (b) below, and with respect to Bearer Securities
of any series, except as provided in paragraph (d) below, payment of the
principal of (and premium, if any) and interest, if any, on any Registered or
Bearer Security of such series will be made in the Currency in which such
Registered Security or Bearer Security, as the case may be, is payable.  The provisions of this Section 312 may
be modified or superseded with respect to any Securities pursuant to
Section 301.


 


(b)           It
may be provided pursuant to Section 301 with respect to Registered
Securities of any series that Holders shall have the option, subject to
paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee a written election with signature guarantees and in the applicable form
established pursuant to Section 301, not later than the close of business
on the Election Date immediately preceding the applicable payment date.  If a Holder so elects to receive such
payments in any such Currency, such election will remain in effect for such
Holder or any transferee of such Holder until changed by such Holder or such
transferee by written notice to the Trustee (but any such change must be made
not later than the close of business on the Election Date immediately preceding
the next payment date to be effective for the payment to be made on such
payment date and no such change of election may be made with respect to
payments to be made on any Registered Security of such series with respect to
which an Event of Default has occurred or with respect to which the Company has
deposited funds pursuant to Article Four or Fourteen or with respect to
which a notice of redemption has been given by the Company or a notice of
option to elect repayment has been sent by such Holder or such
transferee).  Any Holder of any such
Registered Security who shall not have delivered any such election to the
Trustee not later than the close of business on the


 


38





















 


applicable Election Date will be paid the amount due on the applicable
payment date in the relevant Currency as provided in Section 312(a).  The Trustee shall notify the Exchange Rate
Agent as soon as practicable after the Election Date of the aggregate principal
amount of Registered Securities for which Holders have made such written
election.


 


(c)           Unless
otherwise specified pursuant to Section 301, if the election referred to
in paragraph (b) above has been provided for pursuant to Section 301,
then, unless otherwise specified pursuant to Section 301, not later than
the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will deliver to
the Company a written notice specifying, in the Currency in which Registered
Securities of such series are payable, the respective aggregate amounts of
principal of (and premium, if any) and interest, if any, on the Registered
Securities to be paid on such payment date, specifying the amounts in such
Currency so payable in respect of the Registered Securities as to which the
Holders of Registered Securities of such series shall have elected to be paid
in another Currency as provided in paragraph (b) above.  If the election referred to in
paragraph (b) above has been provided for pursuant to Section 301 and
if at least one Holder has made such election, then, unless otherwise specified
pursuant to Section 301, on the second Business Day preceding such payment
date the Company will deliver to the Trustee for such series of Registered
Securities an Exchange Rate Officer’s Certificate in respect of the Dollar or
Foreign Currency payments to be made on such payment date.  Unless otherwise specified pursuant to
Section 301, the Dollar or Foreign Currency amount receivable by Holders
of Registered Securities who have elected payment in a Currency as provided in
paragraph (b) above shall be determined by the Company on the basis of the
applicable Market Exchange Rate in effect on the third Business Day (the “Valuation
Date”) immediately preceding each payment date, and such determination shall be
conclusive and binding for all purposes, absent manifest error.


 


(d)           If
a Conversion Event occurs with respect to a Foreign Currency in which any of
the Securities are denominated or payable other than pursuant to an election
provided for pursuant to paragraph (b) above, then with respect to each
date for the payment of principal of (and premium, if any) and interest, if
any, on the applicable Securities denominated or payable in such Foreign
Currency occurring after the last date on which such Foreign Currency was used
(the “Conversion Date”), the Dollar shall be the Currency of payment for use on
each such payment date.  Unless otherwise
specified pursuant to Section 301, the Dollar amount to be paid by the
Company to the Trustee and by the Trustee or any Paying Agent to the Holders of
such Securities with respect to such payment date shall be, in the case of a
Foreign Currency other than a currency unit, the Dollar Equivalent of the
Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of
the Currency Unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below.


 


(e)           Unless
otherwise specified pursuant to Section 301, if the Holder of a Registered
Security denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph (b) above, and a Conversion Event occurs
with respect to such elected Currency, such Holder shall receive payment in the
Currency in which payment would have been made in the absence of such election;
and if a Conversion Event occurs with respect to the Currency in which payment
would have been made in the absence of such election, such Holder shall receive
payment in Dollars as provided in paragraph (d) above.


 


39





















 


(f)            The
“Dollar Equivalent of the Foreign Currency” shall be determined by the Exchange
Rate Agent and shall be obtained for each subsequent payment date by converting
the specified Foreign Currency into Dollars at the Market Exchange Rate on the
Conversion Date.


 


(g)           The
“Dollar Equivalent of the Currency Unit” shall be determined by the Exchange
Rate Agent and subject to the provisions of paragraph (h) below shall be
the sum of each amount obtained by converting the Specified Amount of each
Component Currency into Dollars at the Market Exchange Rate for such Component
Currency on the Valuation Date with respect to each payment.


 


(h)           For
purposes of this Section 312 the following terms shall have the following
meanings:


 


A “Component Currency” shall mean any Currency which,
on the Conversion Date, was a component currency of the relevant currency unit,
including, but not limited to, the Euro.


 


A “Specified Amount” of a Component Currency shall
mean the number of units of such Component Currency or fractions thereof which
were represented in the relevant currency unit, including, but not limited to,
the Euro, on the Conversion Date.  If
after the Conversion Date the official unit of any Component Currency is
altered by way of combination or subdivision, the Specified Amount of such
Component Currency shall be divided or multiplied in the same proportion.  If after the Conversion Date two or more
Component Currencies are consolidated into a single currency, the respective
Specified Amounts of such Component Currencies shall be replaced by an amount
in such single Currency equal to the sum of the respective Specified Amounts of
such consolidated Component Currencies expressed in such single Currency, and
such amount shall thereafter be a Specified Amount and such single Currency
shall thereafter be a Component Currency. 
If after the Conversion Date any Component Currency shall be divided
into two or more currencies, the Specified Amount of such Component Currency
shall be replaced by amounts of such two or more currencies, having an
aggregate Dollar Equivalent value at the Market Exchange Rate on the date of
such replacement equal to the Dollar Equivalent value of the Specified Amount
of such former Component Currency at the Market Exchange Rate immediately
before such division and such amounts shall thereafter be Specified Amounts and
such currencies shall thereafter be Component Currencies.  If, after the Conversion Date of the relevant
currency unit, including, but not limited to, the Euro, a Conversion Event
(other than any event referred to above in this definition of “Specified Amount”)
occurs with respect to any Component Currency of such currency unit and is
continuing on the applicable Valuation Date, the Specified Amount of such
Component Currency shall, for purposes of calculating the Dollar Equivalent of
the Currency Unit, be converted into Dollars at the Market Exchange Rate in
effect on the Conversion Date of such Component Currency.


 


“Election Date” shall mean the date for any series of
Registered Securities as specified pursuant to clause (13) of Section 301
by which the written election referred to in paragraph (b) above may be
made.


 


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All decisions and determinations of the Exchange Rate
Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar
Equivalent of the Currency Unit, the Market Exchange Rate and changes in the
Specified Amounts as specified above shall be in its sole discretion and shall,
in the absence of manifest error, be conclusive for all purposes and
irrevocably binding upon the Company, the Trustee and all Holders of such
Securities denominated or payable in the relevant Currency.  The Exchange Rate Agent shall promptly give
written notice to the Company and the Trustee of any such decision or
determination.


 


In the event that the Company determines in good faith
that a Conversion Event has occurred with respect to a Foreign Currency, the
Company will immediately give written notice thereof to the Trustee and to the
Exchange Rate Agent (and the Trustee will promptly thereafter give notice in
the manner provided for in Section 106 to the affected Holders) specifying
the Conversion Date.  In the event the
Company so determines that a Conversion Event has occurred with respect to the
Euro or any other currency unit in which Securities are denominated or payable,
the Company will immediately give written notice thereof to the Trustee and to
the Exchange Rate Agent (and the Trustee will promptly thereafter give notice
in the manner provided for in Section 106 to the affected Holders)
specifying the Conversion Date and the Specified Amount of each Component
Currency on the Conversion Date.  In the
event the Company determines in good faith that any subsequent change in any
Component Currency as set forth in the definition of Specified Amount above has
occurred, the Company will similarly give written notice to the Trustee and the
Exchange Rate Agent.


 


The Trustee shall be fully justified and protected in
relying and acting upon information received by it from the Company and the Exchange
Rate Agent and shall not otherwise have any duty or obligation to determine the
accuracy or validity of such information independent of the Company or the
Exchange Rate Agent.


 


SECTION
313.  Appointment and Resignation of
Successor Exchange Rate Agent.


 


(a)           Unless
otherwise specified pursuant to Section 301, if and so long as the
Securities of any series (i) are denominated in a Foreign Currency or
(ii) may be payable in a Foreign Currency, or so long as it is required
under any other provision of this Indenture, then the Company will maintain
with respect to each such series of Securities, or as so required, at least one
Exchange Rate Agent.  The Company will
cause the Exchange Rate Agent to make the necessary foreign exchange
determinations at the time and in the manner specified pursuant to
Section 301 for the purpose of determining the applicable rate of exchange
and, if applicable, for the purpose of converting the issued Foreign Currency
into the applicable payment Currency for the payment of principal (and premium,
if any) and interest, if any, pursuant to Section 312.


 


(b)           No
resignation of the Exchange Rate Agent and no appointment of a successor
Exchange Rate Agent pursuant to this Section shall become effective until the
acceptance of appointment by the successor Exchange Rate Agent as evidenced by
a written instrument delivered to the Company and the Trustee.


 


(c)           The
Company shall have the right to remove and replace from time to time the
Exchange Rate Agent for any series of Securities.  If the Exchange Rate Agent shall resign, be
removed or become incapable of acting, or if a vacancy shall occur in the
office of the Exchange


 


41





















 


Rate Agent for any cause with respect to the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, shall promptly
appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to
the Securities of that or those series (it being understood that any such
successor Exchange Rate Agent may be appointed with respect to the Securities
of one or more or all of such series and that, unless otherwise specified
pursuant to Section 301, at any time there shall only be one Exchange Rate
Agent with respect to the Securities of any particular series that are
originally issued by the Company on the same date and that are initially
denominated and/or payable in the same Currency).


 


SECTION 314.  CUSIP Numbers.


 


The Company in issuing the Securities may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall indicate the “CUSIP”
numbers of the Securities in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such
numbers.  The Company will promptly
notify the Trustee of any change in the “CUSIP” numbers.


 


SECTION 315.  Redenomination.


 


The Company may without the Holder’s consent elect
that, on the Redenomination Date specified in a notice to the Trustee, a series
of Securities may be redenominated in euro.


 


The election will have effect as follows:


 


(i)            each series of Securities
denominated in the specified Currency will be deemed to be denominated in such
amount of euro as is equivalent to its denomination in the specified Currency
at the Established Rate, subject to such provisions (if any) as to rounding
(and payments in respect of fractions consequent on rounding) as the Company
may decide with the approval of the Trustee, and shall be specified in the
notice;


 


(ii)           after the Redenomination Date, all
payments in respect of such series of Securities will be made solely in euro,
including payments of interest before the Redenomination Date, as though
reference in the series of Securities to the specified Currency were to euro;
and


 


(iii)          such changes may be made to this
Indenture as the Company may decide, with the approval of the Trustee, as may
be specified in the written notice, to conform it to conventions then
applicable to instruments denominated in euro or to enable the Securities to be
consolidated within one or more series of other Securities, whether or not
originally denominated in the specified Currency or euro.


 


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ARTICLE FOUR


 


SATISFACTION AND DISCHARGE


 


SECTION 401.  Satisfaction and Discharge of Indenture.


 


Unless otherwise provided as contemplated by Section
301 with respect to any series of Securities, this Indenture shall upon Company
Request cease to be of further effect with respect to any series of Securities
specified in such Company Request (except as to any surviving rights of
registration of transfer or exchange of Securities of such series expressly
provided for herein or pursuant hereto and any right to receive Additional
Amounts as contemplated by Section 1005) and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series when


 


(1)   either


 


(A)          all Securities of such series
theretofore authenticated and delivered and all coupons, if any, appertaining
thereto (other than (i) coupons appertaining to Bearer Securities
surrendered for exchange for Registered Securities and maturing after such
exchange, whose surrender is not required or has been waived as provided in
Section 305, (ii) Securities and coupons of such series which have
been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 306, (iii) coupons appertaining to Securities called for
redemption and maturing after the relevant Redemption Date, whose surrender has
been waived as provided in Section 1106, and (iv) Securities and
coupons of such series for whose payment money has theretofore been deposited
in trust with the Trustee or any Paying Agent 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 for
cancellation; or


 


(B)           all Securities of such series and, in
the case of (i) or (ii) below, any coupons appertaining thereto 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)          if redeemable at the option of the Company,
are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Company,


 


and the Company, in the case of (i), (ii) or (iii) above, has
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust for such purpose an amount in the Currency in which the Securities of
such series are payable, sufficient to pay and discharge the entire
indebtedness on such Securities and such coupons


 


43





















 


not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest, if any, to the date of such
deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;


 


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


 


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


 


Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under
Section 606, the obligations of the Trustee to any Authenticating Agent
under Section 611 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of
Section 1003 shall survive such satisfaction and discharge.


 


SECTION 402.  Application of Trust Money.


 


Subject to the provisions of the last paragraph of
Section 1003, all money deposited with the Trustee pursuant to
Section 401 shall be held in trust and applied by it, in accordance with
the provisions of the Securities, the 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, if any,
for whose payment such money has been deposited with the Trustee; but such money
need not be segregated from other funds except to the extent required by law.


 


ARTICLE FIVE


 


REMEDIES


 


SECTION 501.  Events of Default.


 


“Event of Default” , wherever used herein with respect
to 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 or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless such event is specifically deleted
or modified in or pursuant to a supplemental indenture, Board Resolution or
Officer’s Certificate establishing the terms of such series pursuant to Section
301 of this Indenture:


 


(1)   default in the payment of
any interest on or any Additional Amounts with respect to any Security of that
series, or any related coupon, when such interest, Additional Amount or coupon
becomes due and payable, and continuance of such default for a period of 30
days; or


 


44





















 


(2)   default in the payment of
the principal of any Security of that series at its Maturity (upon
acceleration, redemption or otherwise) or premium (if any) on any Security of
that series when the same becomes due and payable; or


 


(3)   default in the deposit of
any sinking fund payment, when and as due by the terms of the Securities of
that series and Article Twelve; or


 


(4)   default in the performance,
or breach, of any covenant or agreement of the Company in this Indenture which
affects or is applicable to the Securities of that series (other than a default
in the performance, or breach of a covenant or agreement which is specifically
dealt with elsewhere in this Section or which has expressly been included in
this Indenture solely for the benefit of one or more series of Securities other
than that series), and continuance of such default or breach for a period
specified in the applicable supplemental indenture, Board Resolution or Officer’s
Certificate establishing the terms of such series pursuant to Section 301 of
this Indenture 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 all Outstanding Securities of that 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 of a decree or
order by a court having jurisdiction in the premises adjudging the Company
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company under the Federal Bankruptcy Code or any other applicable domestic or
foreign bankruptcy, insolvency, reorganization or similar law, or appointing a
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 unstayed and in effect for a period of 90 consecutive
days; or


 


(6)   the institution by the
Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent
by it to the institution of bankruptcy or insolvency proceedings against it, or
the filing by it of a petition or answer or consent seeking reorganization or
relief under the Federal Bankruptcy Code or any other applicable federal or
state law, or the consent by it to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
other 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


 


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


 


SECTION 502.  Acceleration of Maturity; Rescission and
Annulment.


 


If an Event of Default described in clause (1),
(2), (3), (4) or (7) of Section 501 with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in every such
case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding


 


45





















 


Securities of that series may declare the principal
amount (or, if the Securities of that series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal amount as may
be specified in the terms of that series) of all of the Securities of that
series to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified portion thereof) shall become immediately due
and payable.  If an Event of Default
described in clause (5) or (6) of Section 501 occurs and is continuing,
then in every such case the Trustee or the Holders of not less than 25% in
principal amount of all the Securities then Outstanding may declare the
principal amount (or, if any such Securities are Original Issue Discount
Securities or Indexed Securities, such portion of the principal amount as may
be specified in the terms of that series) of all of the Outstanding Securities
to be due and payable immediately, by a notice in writing to the Company (and
to the Trustee if given by the Holders) and upon any such declaration such
principal amount (or specified portion thereof) shall become immediately due
and payable.


 


At any time after a declaration of acceleration with
respect to Securities of any series (or of all series, as the case may be) has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter provided in this Article, the Holders of
a majority in principal amount of the Outstanding Securities of that series (or
of all series, as the case may be), 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 in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)),


 


(A)          all overdue interest, if any, on all
Outstanding Securities of that series (or of all series, as the case may be)
and any related coupons,


 


(B)           all unpaid principal of (and premium,
if any) any Outstanding Securities of that series (or of all series, as the
case may be) which has become due otherwise than by such declaration of
acceleration, and interest on such unpaid principal at the rate or rates
prescribed therefor in such Securities,


 


(C)           to the extent that payment of such
interest is lawful, interest on overdue interest, if any, at the rate or rates
prescribed therefor in such 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 Securities of that series (or of all series, as the case may be),
other than the non-payment of amounts of principal of (or premium, if
any, on) or interest on Securities of that series (or of all series, as the
case may be) which have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 513.


 


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


 


SECTION 503.  Collection of Debt 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 Security and any related coupon
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 Security at the Maturity
thereof,


 


then the Company
will, upon demand of the Trustee, pay to the Trustee for the benefit of the
Holders of such Securities and coupons, the whole amount then due and payable
on such Securities and coupons for principal (and premium, if any) and
interest, if any, and interest on any overdue principal (and premium, if any)
and, to the extent that payment of such interest shall be legally enforceable,
on any overdue interest, at the rate or rates prescribed therefor in such
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 as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
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
Securities, wherever situated.


 


If an Event of Default with respect to Securities of
any series (or of all series, as the case may be) occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Holders of Securities of such series (or of all series, as the
case may be) 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 proceeding relative to the Company or any other
obligor upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
of the 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, premium,
if any, or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,


 


47





















 


(i)            to file and prove a claim for the
whole amount of principal (and premium, if any), or such portion of the
principal amount of any series of Original Issue Discount Securities or Indexed
Securities as may be specified in the terms of such series, and interest, if
any, owing and unpaid in respect of the Securities 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


 


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


 


and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee
any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 606.


 


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 Securities or the rights of any Holder thereof or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


 


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


 


All rights of action and claims under this Indenture
or the Securities or coupons may be prosecuted and enforced by the Trustee
without the possession of any of the 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
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 (or premium, if any) or interest, if any, upon presentation of the
Securities or 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 606;


 


Second:  To the payment of the amounts then due and
unpaid for principal of (and premium, if any) and interest, if any, on the
Securities and coupons in respect of which or for the benefit of which such
money has been collected, ratably, without preference or


 


48





















 


priority of any kind, according to the amounts due and
payable on such Securities and coupons for principal (and premium, if any) and
interest, if any, respectively; and


 


Third:  The balance, if any, to the Company or any
other Person or Persons entitled thereto.


 


SECTION 507.  Limitation on Suits.


 


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


 


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


 


(2)   the Holders of not less than
25% in principal amount of the Outstanding Securities of that series in the
case of any Event of Default described in clause (1), (2), (3), (4) or (7)
of Section 501, or, in the case of any Event of Default described in
clause (5) or (6) of Section 501, the Holders of not less than 25% in
principal amount of all Outstanding Securities, shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default in
its own name as Trustee hereunder;


 


(3)   such Holder or Holders have
offered to the Trustee reasonable indemnity satisfactory to the Trustee 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 or more in principal amount of the
Outstanding Securities of that series in the case of any Event of Default
described in clause (1), (2), (3), (4) or (7) of Section 501, or, in
the case of any Event of Default described in clause (5) or (6) of
Section 501, by the Holders of a majority or more in principal amount of
all Outstanding Securities;


 


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 Holders
of Securities of the same series, in the case of any Event of Default described
in clause (1), (2), (3), (4) or (7) of Section 501, or of Holders of
all Securities in the case of any Event of Default described in clause (5)
or (6) of Section 501, 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 Holders of Securities of the same series, in the case of any Event of
Default described in clause (1), (2), (3), (4) or (7) of Section 501,
or of Holders of all Securities in the case of any Event of Default described
in clause (5) or (6) of Section 501.


 


49





















 


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


 


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


 


SECTION 509.  Restoration of Rights and Remedies.


 


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


 


SECTION 510.  Rights and Remedies Cumulative.  Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
or coupons in the last paragraph of Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities or
coupons 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 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.


 


With respect to the Securities of any series, the
Holders of not less than a majority in principal amount of the Outstanding
Securities of such series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, relating to or arising
under clause (1), (2), (3), (4) or (7) of Section 501, and, with
respect to all Securities, the Holders of not less than a


 


50





















 


majority in principal amount of all Outstanding
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, not relating to or
arising under clause (1), (2), (3), (4) or (7) of Section 501, provided
that in each case


 


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


 


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


 


(3)   the Trustee need not take
any action which might expose the Trustee to personal liability or be unjustly
prejudicial to the Holders of Securities of such series not consenting.


 


SECTION 513.  Waiver of Past Defaults.


 


Subject to Section 502, the Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
may on behalf of the Holders of all the Securities of such series waive any
past default described in clause (1), (2), (3), (4) or (7) of
Section 501 (or, in the case of a default described in clause (5) or
(6) of Section 501, the Holders of not less than a majority in principal
amount of all Outstanding Securities may waive any such past default), and its
consequences, except a default


 


(1)   in respect of the payment of
the principal of (or premium, if any) or interest, if any, on any Security or
any related coupon, 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 Security of such series
affected.


 


Upon any such waiver, any 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 Event of Default or impair any right
consequent thereon.


 


SECTION 514.  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 wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Company
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.


 


51





















 


SECTION 515.  Undertaking
for Costs.


 


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


 


ARTICLE SIX


 


THE TRUSTEE


 


SECTION
601.  Duties of Trustee.


 


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


 


(b)           Except
during the continuance of an Event of Default: (i) the Trustee need perform
only those duties that are specifically set forth in this Indenture and no
others and no implied covenants or obligations shall be read into this
Indenture against the Trustee and (ii) in the absence of bad faith on its part,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Indenture.  However, the Trustee shall
examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture but need not confirm or investigate the correctness
of mathematical computations or other facts stated therein.


 


(c)           The
Trustee may not be relieved from liability from its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that: (i)
this paragraph does not limit the effect of paragraph (b) of this Section 601;
(ii) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer of the Trustee, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts and (iii) the Trustee
shall not be liable with respect to any action it takes or omits to take in
good faith in accordance with a direction received by it pursuant to Section
512 hereof.


 


(d)           Every
provision of this Indenture that in any way relates to the Trustee is subject
to paragraphs (a), (b) and (c) of this Section 601.


 


(e)           The
Trustee may refuse to perform any duty or exercise any right or power unless it
receives indemnity satisfactory to it against any loss, liability or expense.


 


52





















 


(f)            The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.


 


(g)           Money
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law.


 


(h)           Within
90 days after the occurrence of any Default hereunder with respect to the
Securities of any series, the Trustee shall transmit in the manner and to the
extent provided in TIA Section 313(c), notice of such default hereunder
known to the Trustee, unless such Default shall have been cured or waived; provided,
however, that, except in the case of a Default in the payment of the
principal of (or premium, if any) or interest, if any, on any Security of such
series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Securities of such series and any related coupons; and provided further
that in the case of any Default of the character specified in
Section 501(4) with respect to Securities of such series, no such notice
to Holders shall be given until at least 30 days after the occurrence thereof.


 


SECTION 602.  Certain Rights of Trustee.


 


(a)           Subject to the provisions of TIA
Sections 315(a) through 315(d):


 


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


 


(2)   any request or direction of
the Company mentioned herein shall be sufficiently evidenced by a Company
Request or Company Order (other than delivery of any Security, together with
any related coupons, to the Trustee for authentication and delivery pursuant to
Section 303 which shall be sufficiently evidenced as provided therein) and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;


 


(3)   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 a Board
Resolution, an Opinion of Counsel or an Officer’s Certificate;


 


(4)   the Trustee may consult with
counsel and the written 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;


 


(5)   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 Securities


 


53





















 


of any series
or any related coupons pursuant to this Indenture, unless such Holders shall
have offered to the Trustee reasonable security or indemnity satisfactory to
the Trustee against the costs, expenses and liabilities which might be incurred
by it in compliance with such request or direction;


 


(6)   the Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney;


 


(7)   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;


 


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


 


(9)   the rights, privileges,
protections, immunities and benefits given to the Trustee, including, without
limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each
agent, custodian and other Person employed to act hereunder; and


 


(10) the Trustee may request that
the Company deliver an Officer’s Certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officer’s Certificate may be signed
by any person authorized to sign an Officer’s Certificate, including any person
specified as so authorized in any such certificate previously delivered and not
superseded.


 


(b)           The Trustee shall not be required 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.


 


(c)           (1)   The
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Company or an Affiliate with the same
rights it would have if it were not Trustee.


 


(2)   Notwithstanding Section 602(c)(1), if the
Trustee acquires any conflicting interest, it must eliminate such conflict
within 90 days, apply to the Commission for permission to continue or
resign.  The Trustee must also comply
with Section 602(c)(3).


 


54





















 


(3)   The Trustee is subject to TIA (§) 311(a),
excluding any creditor relationship listed in TIA (§) 311(b).  A Trustee who has resigned or been removed
shall be subject to TIA (§) 311(a) to the extent indicated therein.


 


SECTION 603.  Trustee
Not Responsible for Recitals or Issuance of SecuritiesThe recitals contained
herein and in the Securities, except for the Trustee’s certificates of
authentication, and in any coupons shall be taken as the statements of the
Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. 
The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Securities or coupons, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility on Form T-1
supplied to the Company are true and accurate, subject to the qualifications
set forth therein.  Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.


 


SECTION 604.  May Hold Securities.


 


The Trustee, any Authenticating Agent, any Paying
Agent, any Security Registrar or any other agent of the Company or of the
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities and coupons and, subject to TIA Sections 310(b) and
311, may otherwise deal with the Company with the same rights it would have if
it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or
such other agent.  A Trustee that has
resigned or was removed shall remain subject to Section 311(a) of the Trust
Indenture Act.


 


SECTION 605.  Money Held in Trust.


 


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


 


SECTION 606.  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
as the Company and the Trustee shall from time to time agree 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);


 


(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


 


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(3)   to indemnify the Trustee
for, and to hold it harmless against, any loss, damage, liability or expense
incurred without negligence, bad faith, willful misconduct, default, breach of
duty or breach of trust on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder.


 


The obligations of the Company under this Section to
compensate the Trustee, to pay or reimburse the Trustee for expenses,
disbursements and advances and to indemnify and hold harmless the Trustee shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture.  As
security for the performance of such obligations of the Company, the Trustee
shall have a claim prior to the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of
principal of (or premium, if any) or interest, if any, on particular Securities
or any coupons.


 


When the Trustee incurs expenses or renders services
in connection with an Event of Default specified in clause (5) or (6) of
Section 501, the expenses (including reasonable charges and expense of its
counsel) of and the compensation for such services are intended to constitute
expenses of administration under any applicable U.S. or Dutch federal or state
bankruptcy, insolvency or other similar law.


 


The provisions of this Section shall survive the
termination of this Indenture.


 


SECTION
607.  Corporate Trustee Required;
Eligibility; Conflicting Interests.


 


(a)           There
shall be at all times a Trustee hereunder which shall be eligible to act as
Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus (together with that of its parent, if applicable) of at least $50,000,000.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of federal,
state, territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.  If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.


 


(b)           The
following indenture shall be deemed to be specifically described herein for the
purposes of clause (i) of the first proviso contained in TIA
Section 310(b):  the Subordinated
Debt Securities Indenture, dated as of __________________________, between the
Company and ___________________________the trustee named therein.


 


SECTION
608.  Resignation and Removal;
Appointment of Successor.


 


(a)           No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 609.


 


(b)           The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company.  If the instrument of acceptance by a


 


56





















 


successor Trustee required by Section 609 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.


 


(c)           The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of not less than a majority in principal amount of the
Outstanding 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
the provisions of TIA Section 310(b) after written request therefor by the
Company or by any Holder who has been a bona fide Holder of a Security for at
least six months, or


 


(2)           the Trustee shall cease to be
eligible under Section 607(a) and shall fail to resign after written
request therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or


 


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


 


then, in any such
case, (i) the Company, by a Board Resolution, may remove the Trustee and
appoint a successor Trustee with respect to all Securities or the Securities of
such series, or (ii) subject to TIA Section 315(e), any Holder who
has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all Securities
or the Securities of such series and the appointment of a successor Trustee or
Trustees.


 


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


 


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any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


(f)            The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to the Holders
of Securities of such series in the manner provided for in
Section 106.  Each notice shall
include the name of the successor Trustee with respect to the Securities of
such series and the address of its Corporate Trust Office.


 


SECTION
609.  Acceptance of Appointment by
Successor.


 


(a)           In
case of the appointment hereunder of a successor Trustee with respect to all
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 the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.


 


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


 


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of securities issued pursuant to this Indenture, the terms “Indenture”
and “Securities” shall have the meanings specified in the provisos to the
respective definitions of those terms in Section 101 which contemplate
such situation.


 


(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 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 610.  Merger, Conversion, Consolidation or
Succession to Business.


 


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


 


SECTION 611.  Appointment of Authenticating Agent.


 


At any time when any of the Securities remain
Outstanding, the Trustee may appoint an Authenticating Agent or Authenticating
Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series and the Trustee shall give written notice of such appointment to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve, in the manner provided for in Section 106.  Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder.  Any such appointment shall be evidenced by an
instrument in writing signed by a Responsible Officer of the Trustee, and a
copy of such instrument shall be promptly furnished to the Company.  Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent


 


59





















 


and a certificate of authentication executed on behalf
of the Trustee by an Authenticating Agent. 
Each Authenticating Agent shall be acceptable to the Company and shall
at all times be a corporation organized and doing business under the laws of
the United States, any state thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by federal or state authority.  If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such 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 an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect specified in this Section.


 


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


 


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


 


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 payments, subject
to the provisions of Section 606.


 


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


 


	
   

  	
  Dated:

  	
   

  	
   

  



 


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


 


60


















 


	
   

  	
  [NAME
  OF TRUSTEE],

  
	
   

  	
   as Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  as
  Authenticating Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  



 


 


ARTICLE SEVEN


 


HOLDERS’ LISTS AND REPORTS BY
TRUSTEE AND COMPANY


 


SECTION 701. 
Disclosure of Names and Addresses of Holders.


 


Every Holder of
Securities or coupons, by receiving and holding the same, agrees with the
Company and the Trustee that none of the Company or the Trustee or any agent of
either of them shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders in accordance
with TIA Section 312, regardless of the source from which such information
was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under TIA Section 312(b).


 


SECTION 702.  Reports by Trustee.


 


(a)                                  Within 60 days after May 15
of each year commencing with the first May 15 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit to the
Holders of Securities, in the manner and to the extent provided in TIA Section 313(c),
a brief report dated as of such May 15 if required by TIA Section 313(a).


 


(b)                                 The Trustee shall
comply with TIA Sections 313(b) and 313(c).


 


(c)                                  A copy of such report
shall, at the time of such transmission to the Holders, be filed by the Trustee
with the Company (Attention: General Counsel), with each securities exchange
upon which any of the Securities are listed (if so listed) and also with the
Commission.  The Company agrees to notify
the Trustee when the Securities become listed on any stock exchange.


 


SECTION 703. 
Reports by Company.


 


The Company shall:


 


(1)          file with the Trustee,
within 15 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents


 


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and other reports (or copies of such portions
of any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Company is not required to file information, documents
or reports pursuant to either of such Sections, then it shall file with the
Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such rules and
regulations;


 


(2)          file with the Trustee
and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such additional information, documents and
reports with respect to compliance by the Company with the conditions and
covenants of this Indenture as may be required from time to time by such rules and
regulations; and


 


(3)          transmit to all Holders,
in the manner and to the extent provided in TIA Section 313(c), within 30
days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company pursuant
to paragraphs (1) and (2) of this Section as may be
required by rules and regulations prescribed from time to time by the
Commission.


 


SECTION 704. 
Calculation of Original Issue Discount.


 


The Company shall
file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including
daily rates and accrual periods) accrued on Outstanding Securities as of the
end of such year and (ii) such other specific information relating to such
original issue discount as may then be relevant under the Internal Revenue Code
of 1986, as amended from time to time.


 


ARTICLE EIGHT


 


CONSOLIDATION, MERGER,
CONVEYANCE, TRANSFER OR LEASE


 


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


 


Unless otherwise
provided as contemplated by Section 301, the Company shall not consolidate
with, or merge with or into, or sell, or convey, transfer, lease or otherwise
dispose of all or substantially all of its properties and assets (as an
entirety or substantially as an entirety) to, any Person, unless:


 


(1)          the Company shall be the
continuing Person, or the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or which acquires by
conveyance or transfer, or which leases, the properties and assets of the
Company substantially as an entirety and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, the Company’s obligation for the due
and punctual payment of the principal


 


62





















 


of (and premium, if any) and interest, if
any, on all the Securities and the performance and observance of every covenant
of this Indenture on the part of the Company to be performed or observed;


 


(2)          immediately after giving
effect to such transaction, no Default or Event of Default, shall have occurred
and be continuing; and


 


(3)          the Company or such
Person shall have delivered to the Trustee an Officer’s 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 complied with.


 


SECTION 802. 
Successor Person Substituted.


 


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


 


ARTICLE NINE


 


SUPPLEMENTAL
INDENTURES


 


SECTION 901. 
Supplemental Indentures Without Consent of Holders.


 


Without the
consent of any Holders, the Company, when authorized by or pursuant to 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 cure any ambiguity,
defect or inconsistency; or


 


(2)          to comply with Section 801
hereof; or


 


(3)          to provide for
uncertificated Securities in addition to or in place of certificated
Securities; or


 


(4)          to make any change that
does not adversely affect the interests hereunder of any Holder; or


 


63





















 


(5)          to qualify this
Indenture under the TIA or to comply with the requirements of the Commission in
order to maintain the qualification of this Indenture under the TIA; or


 


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


 


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


 


(8)          to add any additional
Events of Default (and if such Events of Default are to be for the benefit of
less than all series of Securities, stating that such Events of Default are
being included solely for the benefit of such series); provided, however,
that in respect of any such additional Events of Default such supplemental
indenture may provide for a particular period of grace after Default (which
period may be shorter or longer than that allowed in the case of other Defaults)
or may provide for an immediate enforcement upon such Default or may limit the
remedies available to the Trustee upon such Default or may limit the right of
the Holders of a majority in aggregate principal amount of that or those series
of Securities to which such additional Events of Default apply to waive such
Default; or


 


(9)          to add to or change 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 any premium or interest on Bearer Securities, to permit
Bearer Securities to be issued in exchange for Registered Securities, to permit
Bearer Securities to be issued in exchange for Bearer Securities of other
authorized denominations or to permit or facilitate the issuance of Securities
in uncertificated form; provided that any such action shall not
adversely affect the interests of the Holders of Securities of any series or
any related coupons in any material respect; or


 


(10)                to secure the
Securities pursuant to the requirements of Section 1007 or otherwise; or


 


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


 


(12)                to evidence and
provide for the acceptance of appointment hereunder by a successor Trustee with
respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 609(b); or


 


(13)                to close this
Indenture with respect to the authentication and delivery of additional series
of Securities, provided such action shall not adversely affect the interests


 


64





















 


of the Holders of Securities of any series
and any related coupons in any material respect; or


 


(14)                to supplement any
of the provisions of this Indenture to such extent as shall be necessary to permit
or facilitate the defeasance and discharge of any series of Securities pursuant
to Sections 401, 1402 and 1403; provided that any such action shall
not adversely affect the interests of the Holders of Securities of such series
and any related coupons or any other series of Securities 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 all
Outstanding Securities affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by or pursuant to 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 which affect such series of Securities or of modifying in any
manner the rights of the Holders of Securities of such series under this
Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security of such
series,


 


(1)          change the Stated
Maturity of the principal of (or premium, if any) or any installment of
interest on any Security of such series, or reduce the principal amount thereof
(or premium, if any) or the rate of interest, if any, thereon, or change any
obligation of the Company to pay Additional Amounts contemplated by Section 1005
in any manner adverse to any Holder of any Security of such series (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 or
Indexed Security of such series that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502
or the amount thereof provable in bankruptcy pursuant to Section 504, or
adversely affect any right of repayment at the option of any Holder of any
Security of such series, or change any Place of Payment where, or the Currency
in which, any Security of such series or any premium or interest thereon is
payable except as permitted under Section 315, 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 at the option of
the Holder, on or after the Redemption Date or the Repayment Date, as the case
may be), or adversely affect any right to convert or exchange any Security as
may be provided pursuant to Section 301 herein, or waive a Default or
Event of Default in the payment of principal of, premium, if any, or interest
on the Securities, or


 


(2)          reduce the percentage in
principal amount of the Outstanding Securities of such series 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 which affect
such series or certain defaults applicable to such series hereunder and their
consequences provided for in this Indenture, or reduce the requirements of Section 1504
for quorum or voting with respect to Securities of such series, or


 


65





















 


(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 which affect such series cannot be modified or waived without
the consent of the Holder of each Outstanding Security of such series, or


 


(4)          modify any subordination
provisions applicable to any Securities pursuant to Section 301, to
adversely affect the Holders of such Securities in any material respect.


 


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


 


The Company may,
but shall not be obligated to, fix a record date for the purpose of determining
the Persons entitled to consent to any indenture supplemental hereto.  If a record date is fixed, the Holders on
such record date, or their duly designated proxies, and only such Persons,
shall be entitled to consent to such supplemental indenture, whether or not
such Holders remain Holders after such record date; provided that unless such
consent shall have become effective by virtue of the requisite percentage
having been obtained prior to the date which is 90 days after such record date,
any such consent previously given shall automatically and without further
action by any Holder be cancelled and of no further effect.


 


It shall not be
necessary for any Act of Holders 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 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 Securities theretofore
or thereafter authenticated and delivered hereunder and of any related coupons
shall be bound thereby.


 


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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 Securities to Supplemental Indentures.


 


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 Securities of any series so
modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.


 


SECTION 907. 
Notice of Supplemental Indentures.


 


Promptly after the
execution by the Company and the Trustee of any supplemental indenture pursuant
to the provisions of Section 902, the Company shall give notice thereof to
the Holders of each Outstanding Security affected, in the manner provided for
in Section 106, setting forth in general terms the substance of such
supplemental indenture.


 


ARTICLE TEN


 


COVENANTS


 


SECTION 1001. 
Payment of Principal, Premium, if any, and Interest.


 


The Company
covenants and agrees for the benefit of the Holders of each series of
Securities and any related coupons that it will duly and punctually pay the
principal of (and premium, if any) and interest, if any, on the Securities of
that series in accordance with the terms of the Securities, any coupons
appertaining thereto and this Indenture. 
Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, any interest installments due on Bearer
Securities on or before Maturity shall be payable only upon presentation and
surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature.


 


SECTION 1002. 
Maintenance of Office or Agency.


 


If the Securities
of a series are issuable only as Registered Securities, the Company will
maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange, where Securities of that series that are convertible or
exchangeable may be surrendered for conversion or exchange, as applicable and
where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served.


 


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The Company
undertakes that it will maintain a Paying Agent for that series of Securities
in an EU Member State that is not obliged to withhold or deduct tax pursuant to
the European Council Directive 2003/48/EC or any other Directive implementing
the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or
any law implementing or complying with, or introduced in order to conform to,
such Directive.


 


If Securities of a
series are issuable as Bearer Securities, the Company will maintain (A) in
The City of New York, an office or agency where any Registered Securities of
that series may be presented or surrendered for payment, where any Registered
Securities of that series may be surrendered for registration of transfer,
where Securities of that series may be surrendered for exchange, where
Securities of that series that are convertible or exchangeable may be
surrendered for conversion or exchange, as applicable, where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served and where Bearer Securities of that series and
related coupons may be presented or surrendered for payment in the circumstances
described in the following two paragraphs (and not otherwise) (B) subject
to any laws or regulations applicable thereto, in a Place of Payment for that
series which is located outside the United States, an office or agency where
Securities of that series and related coupons may be presented and surrendered
for payment; provided, however, that, if the Securities of that
series are listed on any stock exchange located outside the United States and
such stock exchange shall so require, the Company will maintain a Paying Agent
for the Securities of that series in any required city located outside the
United States so long as the Securities of that series are listed on such
exchange, and (C) subject to any laws or regulations applicable thereto,
in a Place of Payment for that series located outside the United States an
office or agency where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may
be surrendered for exchange, where Securities of that series that are
convertible and exchangeable may be surrendered for conversion or exchange, as
applicable and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served.


 


The Company will
give prompt written notice to the Trustee of the location, and any change in
the location, of such office or agency. 
If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee, except that Bearer Securities of any
series and the related coupons may be presented and surrendered for payment at
the offices specified in the Security, in London, England, and the Company
hereby appoints the same as its agents to receive such respective
presentations, surrenders, notices and demands.


 


Unless otherwise
specified with respect to any Securities pursuant to Section 301, no
payment of principal, premium or interest on Bearer Securities shall be made at
any office or agency of the Company in the United States or by check mailed to
any address in the United States or by transfer to an account maintained with a
bank located in the United States; provided, however, that, if
the Securities of a series are payable in Dollars, payment of principal of (and
premium, if any) and interest, if any, on any Bearer Security shall be made at
the office of the Company’s Paying Agent in The City of New York, if (but
only if) payment in Dollars of the full amount of such principal, premium or
interest, as the case may be, at all offices or agencies outside


 


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the
United States maintained for such purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or
other similar restrictions.


 


The Company may
also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or
all such purposes and may from time to time rescind any such designation; 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
accordance with the requirements set forth above for Securities of any series
for such purposes.  The Company will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.  Unless otherwise specified with respect to
any Securities as contemplated by Section 301 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series
of Securities the office or agency of the Company in the Borough of Manhattan,
The City of New York, and initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.


 


Unless otherwise
specified with respect to any Securities pursuant to Section 301, if and
so long as the Securities of any series (i) are denominated in a Foreign
Currency or (ii) may be payable in a Foreign Currency, or so long as it is
required under any other provision of the Indenture, then the Company shall
maintain with respect to each such series of Securities, or as so required, at
least one Exchange Rate Agent.


 


SECTION 1003. 
Money for Securities Payments to Be Held in Trust.


 


If the Company
shall at any time act as its own Paying Agent with respect to any series of
Securities and any related coupons, it will, on or before each due date of the
principal of (or premium, if any) or interest, if any, on any of the Securities
of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum in the Currency in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in
Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal
of (or premium, if any) or interest, if any, on Securities of such series so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.


 


Whenever the
Company shall have one or more Paying Agents for any series of Securities and
any related coupons, it will, prior to or on each due date of the principal of
(or premium, if any) or interest, if any, on any Securities of that series,
deposit with a Paying Agent a sum (in the Currency described in the preceding
paragraph) sufficient to pay the principal (or premium, if any) or interest, if
any, 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 in
writing of its action or failure so to act.


 


The Company will
cause each Paying Agent (other than the Trustee) for any series of Securities
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:


 


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(1)          hold all sums held by it
for the payment of the principal of (and premium, if any) and interest, if any,
on 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 written
notice of any default by the Company (or any other obligor upon the Securities
of such series) in the making of any payment of principal of (or premium, if
any) or interest, if any, on the 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 obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which 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 sums.


 


Except as provided
in the Securities of any series, 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 (or premium, if any) or interest, if any, on any Security of any
series, or any coupon appertaining thereto, and remaining unclaimed for two
years (or such shorter period as may be specified in the applicable abandoned
property statutes) after such principal, premium or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security or coupon shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


 


SECTION 1004. 
Statement as to Compliance.


 


The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year,
a brief certificate, from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of the
Company’s compliance with all conditions and covenants under this
Indenture.  For purposes of this Section 1004,
such compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.


 


SECTION 1005. 
Additional Amounts.


 


Except as
otherwise specified as contemplated by Section 301, all payments that the
Company makes under or with respect to the issued Securities will be made free
and clear of and


 


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without
withholding or deduction for or on account of, any present or future tax, duty,
levy, impost, assessment or other governmental charge (including, without
limitation, penalties, interest, and other similar liabilities related thereto)
of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of
any jurisdiction in which the Company is incorporated, organized, or otherwise
resident for tax purposes, any jurisdiction from which any of the foregoing
makes a payment on the issued Securities or any political subdivision or taxing
authority of or in such jurisdictions (the “Relevant Taxing Jurisdiction”),
unless the withholding or deduction of such Taxes is then required by law.  If the Company is required to withhold or
deduct any amount for or on account of Taxes imposed or levied on behalf of a
Relevant Taxing Jurisdiction from any payment made under or with respect to the
issued Securities, the Company will pay additional amounts (“Additional Amounts”)
as may be necessary to ensure that the net amount received by each Holder
(including Additional Amounts) after such withholding or deduction will not be
less than the amount provided for in such Securities to be then due and
payable; provided that the Company will not be required to make any payment of
Additional Amounts for or on account of:


 


(1)          any Taxes which would
not have been imposed but for the existence of any present or former connection
between the Holder or beneficial owner (or between a fiduciary, settlor,
beneficiary, partner of, member or shareholder of, or possessor of a power
over, the relevant Holder, if the relevant Holder is an estate, trust, nominee,
partnership, limited liability company or corporation) and the Relevant Taxing
Jurisdiction, including such Holder or beneficial owner (or such fiduciary,
settlor, beneficiary, partner, member, shareholder or possessor) being or
having been a citizen, resident or national thereof or being or having been
present or engaged in trade or business therein or having or having had a
permanent establishment therein, but excluding, in each case, any connection
arising solely from the mere holding of an issued Security or the receipt of
any payment thereon;


 


(2)          any estate, inheritance,
gift, sales, excise, transfer, capital gains, personal property or similar
Taxes;


 


(3)          any Taxes which are
payable otherwise than by withholding or deduction from payment of (or in
respect of) principal, premium or interest on the issued Securities;


 


(4)          any Taxes that are
imposed or withheld by reason of the failure to comply with certification,
information, identification, documentation or other reporting requirements
concerning the nationality, residence, identity or connection with a Relevant
Taxing Jurisdiction of the Holder or beneficial owner (including, without
limitation, a certification that such Holder or beneficial owner is not a
resident of a Relevant Taxing Jurisdiction), or to make any valid or timely
declaration or similar claim or satisfy any other reporting requirement
relating to such matters if compliance is required as a precondition to
exemption from, or a reduction in the rate of withholding or deduction of,
Taxes imposed by the Relevant Taxing Jurisdiction;


 


(5)          any Taxes which would
not have been imposed but for the presentation of the issued Security (where
presentation is required) for payment on a date more than 30 days after the
date on which such payment is first made available to the Holder or beneficial
owner except to the extent that the Holder or beneficial owner thereof would
have been


 


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entitled to Additional Amounts had the issued
Securities been presented for payment on any date during such 30 day period;


 


(6)          any Taxes imposed on or
with respect to any payment by the Company to the Holder if such Holder is a
fiduciary or partnership or any person other than the sole beneficial owner of
such payment to the extent that Taxes would not have been imposed had such
Holder been the sole beneficial owner of the issued Security;


 


(7)          any withholding or
deduction in respect of any Taxes where such withholding or deduction is imposed
on a payment to an individual and is required to be made pursuant to European
Council Directive 2003/48/EC or any other Directive implementing the
conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the
taxation of savings income, or any law implementing or complying with, or
introduced in order to conform to, any such Directive;


 


(8)          any Taxes a Paying Agent
is required to withhold or deduct from a payment on an issued Security, if the
payment can be made without such deduction or withholding by any other Paying
Agent; or


 


(9)          any combination of the
above.


 


Such Additional
Amounts also will not be payable where, had the beneficial owner of the issued
Security been the Holder, it would not have been entitled to payment of
Additional Amounts by reason of any of clauses (1) to (9) inclusive
above.


 


(b)                                 The
Securities may describe additional circumstances in which the Company would not
be required to pay Additional Amounts. 
Whenever in this Indenture there is mentioned, in any context, the payment
of the principal (or premium, if any) or interest, if any, on, or in respect
of, any Security of a series or payment of any related coupon or the net
proceeds received on the sale or exchange of any Security of a series, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided for by the terms of such series established pursuant to Section 301
to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to such terms 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.


 


SECTION 1006. 
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 and the rights (charter
and statutory) and franchises of the Company.


 


SECTION 1007.  Limitation on Liens.


 


[Reserved.]


 


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SECTION 1008. 
Limitation on Sale and Leaseback Transactions.


 


[Reserved.]


 


SECTION 1009. 
Waiver of Certain Covenants.


 


The Company may,
with respect to any series of Securities, omit in any particular instance to
comply with any term, provision or condition which affects such series set
forth in Sections 1006 to 1008, inclusive, or, as specified pursuant to Section 301(17)
for Securities of such series, in any covenants of the Company added to Article Ten
pursuant to Section 301(15) or Section 301(17) in connection with
Securities of such series, if before the time for such compliance the Holders
of at least a majority in principal amount of all Outstanding Securities affected
by such term, provision or condition all Outstanding Securities of any series,
by Act of such Holders, waive such compliance in such instance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee to Holders of Securities of such series in respect of any
such term, provision or condition shall remain in full force and effect.


 


ARTICLE ELEVEN


 


REDEMPTION
OF SECURITIES


 


SECTION 1101. 
Applicability of Article.


 


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


 


SECTION 1102. 
Election to Redeem; Notice to Trustee.


 


The election of
the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution.  In case of any
redemption at the election of the Company, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities of such series to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Securities to be redeemed pursuant to Section 1103.  In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officer’s Certificate evidencing compliance with
such restriction.


 


SECTION 1103. 
Selection by Trustee of Securities to Be Redeemed.


 


If less than all
the Securities of any series are to be redeemed, the particular Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption
Date by


 


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the
Trustee, from the Outstanding Securities of such series not previously called
for redemption, by such method as the Trustee and the Company shall deem fair and
appropriate and which may provide for the selection for redemption of portions
of the principal of Securities of such series; provided, however,
that no such partial redemption shall reduce the portion of the principal
amount of a Security not redeemed to less than the minimum authorized
denomination for Securities of such series established pursuant to Section 301.


 


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


 


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


 


SECTION 1104. 
Notice of Redemption.


 


Except as
otherwise specified as contemplated by Section 301, notice of redemption
shall be given in the manner provided for in Section 106 not less than 15
nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed.  Failure to
give notice in the manner provided in Section 106 to the Holder of any
Securities designated for redemption as a whole or in part, or any defect in
the notice to any such Holder, shall not affect the validity of the proceedings
for the redemption of any other Securities or portion thereof.


 


Any notice that is
mailed to the Holders of Registered Securities in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Holder receives the notice.


 


All notices of
redemption shall state:


 


(1)               the Redemption Date,


 


(2)               the Redemption Price and the
amount of accrued interest to the Redemption Date payable as provided in Section 1106,
if any,


 


(3)               any condition to the redemption
as specified by the Company,


 


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


 


(5)               that, unless the Company
defaults in making the redemption payment, interest on Securities called for
redemption ceases to accrue on and after the Redemption Date, and the only
remaining right of the Holders of such Securities is to receive payment of the
Redemption Price upon surrender to the Paying Agent of the securities redeemed,


 


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(6)               in case any Security is to be
redeemed in part only, the notice which relates to such Security shall state
that on and after the Redemption Date, upon surrender of such Security, the
Holder will receive, without charge, a new Security or Securities of authorized
denominations for the principal amount thereof remaining unredeemed,


 


(7)               that on the Redemption Date, the
Redemption Price and accrued interest, if any, to the Redemption Date payable
as provided in Section 1106 will become due and payable upon each such
Security, or the portion thereof, to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date,


 


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


 


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


 


(10)         that, unless otherwise specified in such notice, Bearer
Securities of any series, if any, surrendered for redemption must be
accompanied by all coupons maturing subsequent to the Redemption Date or the
amount of any such missing coupon or coupons will be deducted from the
Redemption Price unless security or indemnity satisfactory to the Company, the
Trustee and any Paying Agent is furnished, and


 


(11)         if Bearer Securities of any series are to be redeemed and
any Registered Securities of such series are not to be redeemed, and if such
Bearer Securities may be exchanged for Registered Securities not subject to
redemption on such Redemption Date pursuant to Section 305 or otherwise,
the last date, as determined by the Company, on which such exchanges may be
made.


 


(12)         CUSIP numbers, if any.


 


Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s written request delivered to the
Trustee of least 15 days prior to the date on which such notice is to be given
(unless a shorter period shall be acceptable to the Trustee), by the Trustee in
the name and at the expense of the Company.


 


SECTION 1105. 
Deposit of Redemption Price.


 


On or prior to
10:00 a.m.., New York City time, on any Redemption Date, the Company shall
deposit 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 in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in
Sections 312(b), 312(d) and 312(e)) sufficient to pay the Redemption
Price of, and accrued interest, if any, on, all the Securities which are to be
redeemed on that date.


 


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SECTION 1106. 
Securities Payable on Redemption Date.


 


Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in
Sections 312(b), 312(d) and 312(e)) (together with accrued interest,
if any, to the Redemption Date), and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Securities shall, if the same were interest-bearing,
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
Security for redemption in accordance with said notice, together with all
coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest, if any, 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 at an office or agency located
outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; 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
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.


 


If any Bearer
Security surrendered for redemption shall not be accompanied by all appurtenant
coupons maturing after the Redemption Date, such Security may be paid after
deducting from the Redemption Price an amount equal to the face amount of all
such missing coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless.  If thereafter the Holder
of such 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; 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) and, unless otherwise specified as contemplated
by Section 301, only upon presentation and surrender of those coupons.


 


If any Security
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear
interest from the Redemption Date at the rate of interest or Yield to Maturity
(in the case of Original Issue Discount Securities) set forth in such Security.


 


SECTION 1107. 
Securities Redeemed in Part.


 


Any Security which
is to be redeemed only in part (pursuant to the provisions of this Article or
of Article Twelve) shall be surrendered at a Place of Payment therefor
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such


 


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Holder’s
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.  However, if
less than all of the Securities of any series with differing issue dates,
interest rates and Stated Maturities are to be redeemed, the Company in its
sole discretion shall select the particular Securities to be redeemed and shall
notify the Trustee in writing thereof at least 45 days prior to the relevant
Redemption Date.


 


SECTION 1108.  Optional Tax Redemption.


 


(a)                                  The
Company may, at its option, redeem all, but not part, of any series Securities,
at any time upon giving not less than 30 nor more than 60 days’ notice to the
Holders thereof, at a redemption price equal to 100% of the principal amount
thereof, together with accrued and unpaid interest thereon, if any, to the date
of redemption (a “Tax Redemption Date”) or, for Original Issue Discount
Securities, the redemption price specified in the applicable Security, if the
Company determines in good faith that the Company is, or on the next interest
payment date in respect of the issued Securities would be, required to pay
Additional Amounts on the issued Securities and the Company cannot avoid such
obligation by taking reasonable measures available to it, as a result of:


 


(1)          any change in, or
amendment to, the laws or treaties (or any regulations or rulings promulgated
thereunder) of a Relevant Taxing Jurisdiction which becomes effective on or
after the issuance of the issued Securities on their issue date (or, in the
case of a successor, after the date of assumption by the successor of the
Company’s obligations hereunder); or


 


(2)          any change in official
position regarding the application, administration or interpretation of such
laws, treaties, regulations or rulings of a Relevant Taxing Jurisdiction
(including a holding, judgment or order by a court of competent jurisdiction),
which change in official position becomes effective on or after the issuance of
the issued Securities on their issue date (or, in the case of a successor,
after the date of assumption by the successor of the Company’s obligations
hereunder).


 


Notice of
redemption for taxation reasons will be given in accordance with the procedures
described in Section 1104.


 


(b)                                 Notwithstanding
the foregoing, no such notice of redemption will be given earlier than 90 days
prior to the earliest date on which the Company would be obliged to make such
payment of Additional Amounts or withholding if a payment in respect of the
issued Securities were then due.  Prior
to the giving of any notice of redemption described in this paragraph, the
Company shall deliver to the Trustee an Officers’ Certificate and a written
opinion of independent tax counsel stating that the Company is entitled to
effect the redemption and setting forth a statement of facts showing that the
conditions precedent to the right to redeem have occurred.  The Trustee will accept such Officers’
Certificate and opinion as sufficient evidence of the satisfaction of the
conditions precedent described above, in which event it will be conclusive and
binding on the Holders.


 


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ARTICLE TWELVE


 


SINKING
FUNDS


 


SECTION 1201. 
Applicability of Article.


 


Retirements of
Securities of any series pursuant to any sinking fund shall be made in
accordance with the terms of such Securities and (except as otherwise specified
as contemplated by Section 301 for Securities of any series) in accordance
with this Article.


 


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


 


SECTION 1202. 
Satisfaction of Sinking Fund Payments with Securities.


 


Subject to Section 1203,
in lieu of making all or any part of any mandatory sinking fund payment with
respect to any Securities of a series in cash, the Company may at its option (1) deliver
to the Trustee Outstanding Securities of a series (other than any previously
called for redemption) theretofore purchased or otherwise acquired by the
Company together in the case of any Bearer Securities of such series with all
unmatured coupons appertaining thereto, and/or (2) receive credit for the
principal amount of Securities of such series which have been previously
delivered to the Trustee by the Company or for Securities of such series which
have been redeemed either at the election of the Company pursuant to the terms
of such Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any mandatory sinking fund payment with respect
to the Securities of the same series required to be made pursuant to the terms
of such Securities as provided for by the terms of such series; provided,
however, that such Securities have not been previously so credited.  Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such mandatory sinking fund payment shall be reduced accordingly.


 


SECTION 1203. 
Redemption of Securities for Sinking Fund.


 


Not less than 60
days prior to each sinking fund payment date for any series of Securities, the
Company will deliver to the Trustee an Officer’s 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 in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in
Sections 312(b), 312(d) and 312(e)) and the portion thereof, if any,
which is to be satisfied by delivering or crediting Securities of that series
pursuant to Section 1202 (which Securities will, if not previously
delivered,


 


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accompany
such certificate) and whether the Company intends to exercise its right to make
a permitted optional sinking fund payment with respect to such series.  Such certificate shall be irrevocable and
upon its delivery the Company shall be obligated to make the cash payment or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date.  In the case of the
failure of the Company to deliver such certificate, the sinking fund payment
due on the next succeeding sinking fund payment date for that series shall be
paid entirely in cash and shall be sufficient to redeem the principal amount of
such Securities subject to a mandatory sinking fund payment without the option
to deliver or credit Securities as provided in Section 1202 and without
the right to make any optional sinking fund payment, if any, with respect to
such series.


 


Not more than 60
days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided
in Section 1104.  Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 1106 and 1107.


 


Prior to any
sinking fund payment date, the Company shall pay to the Trustee or a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) in cash a sum equal to any interest
that will accrue to the date fixed for redemption of Securities or portions thereof
to be redeemed on such sinking fund payment date pursuant to this Section 1203.


 


Notwithstanding
the foregoing, with respect to a sinking fund for any series of Securities, if
at any time the amount of cash to be paid into such sinking fund on the next
succeeding sinking fund payment date, together with any unused balance of any
preceding sinking fund payment or payments for such series, does not exceed in
the aggregate $100,000, the Trustee, unless requested by the Company, shall not
give the next succeeding notice of the redemption of Securities of such series
through the operation of the sinking fund. 
Any such unused balance of moneys deposited in such sinking fund shall
be added to the sinking fund payment for such series to be made in cash on the
next succeeding sinking fund payment date or, at the request of the Company,
shall be applied at any time or from time to time to the purchase of Securities
of such series, by public or private purchase, in the open market or otherwise,
at a purchase price for such Securities (excluding accrued interest and
brokerage commissions, for which the Trustee or any Paying Agent will be
reimbursed by the Company) not in excess of the principal amount thereof.


 


ARTICLE THIRTEEN


 


REPAYMENT AT OPTION OF HOLDERS


 


SECTION 1301. 
Applicability of Article.


 


Repayment of
Securities of any series before their Stated Maturity at the option of Holders
thereof shall be made in accordance with the terms of such Securities and
(except as otherwise specified as contemplated by Section 301 for
Securities of any series) in accordance with this Article.


 


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SECTION 1302. 
Repayment of Securities.


 


Securities of any
series subject to repayment in whole or in part at the option of the Holders
thereof will, unless otherwise provided in the terms of such Securities, be
repaid at the Repayment Price thereof, together with interest, if any, thereon
accrued to the Repayment Date specified in or pursuant to the terms of such
Securities.  The Company covenants that
on or before the Repayment Date it will 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 in the
Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)) sufficient to pay the Repayment Price of and (except if the Repayment
Date shall be an Interest Payment Date) accrued interest, if any, on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.


 


SECTION 1303. 
Exercise of Option.


 


Securities of any
series subject to repayment at the option of the Holders thereof will contain
an “Option to Elect Repayment” form on the reverse of such Securities.  To be repaid at the option of the Holder, any
Security so providing for such repayment, with the “Option to Elect Repayment”
form on the reverse of such Security duly completed by the Holder (or by the
Holder’s attorney duly authorized in writing), must be received by the Company
at the Place of Payment therefor specified in the terms of such Security (or at
such other place or places or which the Company shall from time to time notify
the Holders of such Securities) not earlier than 45 days nor later than 30 days
prior to the Repayment Date.  If less
than the Repayment Price of such Security is to be repaid in accordance with
the terms of such Security, the portion of the Repayment Price of such Security
to be repaid, in increments of the minimum denomination for Securities of such
series, and the denomination or denominations of the Security or Securities to
be issued to the Holder for the portion of such Security surrendered that is
not to be repaid, must be specified.  Any
Security providing for repayment at the option of the Holder thereof may not be
repaid in part if, following such repayment, the unpaid principal amount of
such Security would be less than the minimum authorized denomination of
Securities of the series of which such Security to be repaid is a part.  Except as otherwise may be provided by the
terms of any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.


 


SECTION 1304. 
When Securities Presented for Repayment Become Due and Payable.


 


If Securities of
any series providing for repayment at the option of the Holders thereof shall
have been surrendered as provided in this Article and as provided by or
pursuant to the terms of such Securities, such Securities or the portions
thereof, as the case may be, to be repaid shall become due and payable and
shall be paid by the Company on the Repayment Date therein specified, and on
and after such Repayment Date (unless the Company shall default in the payment
of such Securities on such Repayment Date) such Securities shall, if the same
were interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent
provided below, shall be void.  Upon
surrender of any such Security for repayment in accordance with such
provisions, together with all coupons, if


 


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any,
appertaining thereto maturing after the Repayment Date, the Repayment Price of
such Security so to be repaid shall be paid by the Company, together with
accrued interest, if any, to the Repayment Date; provided, however,
that coupons whose Stated Maturity is on or prior to the Repayment Date shall
be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise
specified pursuant to Section 301, only upon presentation and surrender of
such coupons; and provided further that, in the case of
Registered Securities, installments of interest, if any, whose Stated Maturity
is on or prior to the Repayment Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.


 


If any Bearer
Security surrendered for repayment shall not be accompanied by all appurtenant
coupons maturing after the Repayment Date, such Security may be paid after
deducting from the amount payable therefor as provided in Section 1302 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 Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made as provided in the preceding
sentence, such Holder shall be entitled to receive the amount so deducted; 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) and, unless otherwise specified as contemplated
by Section 301, only upon presentation and surrender of those coupons.


 


If any Security
surrendered for repayment shall not be so repaid upon surrender thereof, the
Repayment Price shall, until paid, bear interest from the Repayment Date at the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) set forth in such Security.


 


SECTION 1305. 
Securities Repaid in Part.


 


Upon surrender of
any Registered Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, of any authorized
denomination specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so
surrendered which is not to be repaid.


 


ARTICLE FOURTEEN


 


DEFEASANCE AND COVENANT
DEFEASANCE


 


SECTION 1401. 
Company’s Option to Effect Defeasance or Covenant Defeasance.


 


Except as
otherwise specified as contemplated by Section 301 for Securities of any
series, the provisions of this Article Fourteen shall apply to each series
of Securities, and the Company may, at its option, effect defeasance of the
Securities of or within a series under


 


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Section 1402,
or covenant defeasance of or within a series under Section 1403 in
accordance with the terms of such Securities and in accordance with this
Article.


 


SECTION 1402. 
Defeasance and Discharge.


 


Upon the Company’s
exercise of the above option applicable to this Section with respect to
any Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities and
any related coupons on the date the conditions set forth in Section 1404
are satisfied (hereinafter, “defeasance”). 
For this purpose, such defeasance means that the Company shall be deemed
to have paid and discharged the entire indebtedness represented by such
Outstanding Securities and any related coupons, which shall thereafter be
deemed to be “Outstanding” only for the purposes of Section 1405 and the
other Sections of this Indenture referred to in (A) and (B) below,
and to have satisfied all its other obligations under such Securities and any
related coupons and this Indenture insofar as such Securities and any related
coupons are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder:  (A) the rights of Holders of such
Outstanding Securities and any related coupons to receive, solely from the
trust fund described in Section 1404 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any) and
interest, if any, on such Securities and any related coupons when such payments
are due, (B) the Company’s obligations with respect to such Securities
under Sections 304, 305, 306, 1002 and 1003 and with respect to the payment of
Additional Amounts, if any, on such Securities as contemplated by Section 1005,
(C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (D) this Article Fourteen.  Subject to compliance with this Article Fourteen,
the Company may exercise its option under this Section 1402
notwithstanding the prior exercise of its option under Section 1403 with
respect to such Securities and any related coupons.


 


SECTION 1403. 
Covenant Defeasance.


 


Upon the Company’s
exercise of the above option applicable to this Section with respect to
any Securities of or within a series, the Company shall be released from its
obligations under Article Eight and Sections 1006 through 1008, and, if
specified pursuant to Section 301, its obligations under any other
covenant, with respect to such Outstanding Securities and any related coupons
on and after the date the conditions set forth in Section 1404 are
satisfied (hereinafter, “covenant defeasance”), and such Securities and any
related coupons shall thereafter be deemed not to be “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed “Outstanding” for all other purposes
hereunder.  For this purpose, such
covenant defeasance means that, with respect to such Outstanding Securities and
any related coupons, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of reference in any such covenant to
any other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 501(4) or
Section 501(7) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities and any
related coupons shall be unaffected thereby.


 


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SECTION 1404. 
Conditions to Defeasance or Covenant Defeasance.


 


The following
shall be the conditions to application of either Section 1402 or Section 1403
to any Outstanding Securities of or within a series and any related coupons:


 


(1)          The Company shall
irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee satisfying the requirements of Section 607 who shall agree
to comply with the provisions of this Article Fourteen applicable to it)
as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities and any related coupons, (A) an amount (in
such Currency in which such Securities and any related coupons are then
specified as payable at Stated Maturity), or (B) Government Obligations
applicable to such Securities and any related coupons (determined on the basis
of the Currency in which such Securities and any related coupons are then
specified as payable at Stated Maturity) which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment of principal
of and premium, if any, and interest, if any, under such Securities and any
related coupons, money in an amount, or (C) a combination thereof, sufficient,
in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, (i) the principal of (and
premium, if any) and interest, if any, on such Outstanding Securities and any
related coupons on the Stated Maturity (or Redemption Date, if applicable) of
such principal (and premium, if any) or installment of principal or interest,
if any, and (ii) any mandatory sinking fund payments or analogous payments
applicable to such Outstanding Securities and any related coupons on the day on
which such payments are due and payable in accordance with the terms of this
Indenture and of such Securities and any related coupons; provided that
the Trustee shall have been irrevocably instructed to apply such money or the
proceeds of such Government Obligations to said payments with respect to such
Securities and any related coupons. 
Before such a deposit, the Company may give to the Trustee, in
accordance with Section 1102 hereof, a notice of its election to redeem
all or any portion of such Outstanding Securities at a future date in
accordance with the terms of the Securities of such series and Article Eleven
hereof, which notice shall be irrevocable. 
Such irrevocable redemption notice, if given, shall be given effect in
applying the foregoing.


 


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


 


(3)          In the case of an
election under Section 1402 hereof, the Company has delivered to the Trustee
an Opinion of Counsel stating that (x) the Company has received from, or there
has been published by, the U.S. Internal Revenue Service a ruling, or (y) since
the date of the Indenture, there has been a change in applicable U.S. federal
income tax law, in either case to the effect that (and based thereon such
opinion shall confirm that) the Holders of the outstanding issued Securities
will not recognize income, gain, or loss for U.S. federal income tax purposes
as a result of such defeasance and will be subject to U.S.


 


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federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
defeasance had not occurred.


 


(4)          In the case of an
election under Section 1403 hereof, the Company has delivered to the
Trustee an Opinion of Counsel to the effect that the holders of the Outstanding
issued Securities will not recognize income, gain, or loss for U.S. federal
income tax purposes as a result of such covenant defeasance and will be subject
to U.S. federal income tax on the same amounts, in the same manner and at the
same time as would have been the case if such covenant defeasance had not
occurred.


 


(5)          Notwithstanding any
other provisions of this Section, such defeasance or covenant defeasance shall
be effected in compliance with any additional or substitute terms, conditions
or limitations in connection therewith pursuant to Section 301.


 


(6)          The Company shall have
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that all conditions precedent provided for relating to either the
defeasance under Section 1402 or the covenant defeasance under Section 1403
(as the case may be) have been complied with.


 


SECTION 1405. 
Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.


 


Subject to the
provisions of the last paragraph of Section 1003, all money and Government
Obligations (or other property as may be provided pursuant to Section 301)
(including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 1405, the “Trustee”)
pursuant to Section 1404 in respect of such Outstanding Securities and any
related coupons shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any related 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 Holders of such Securities and any related coupons of all
sums due and to become due thereon in respect of principal (and premium, if
any) and interest, if any, but such money need not be segregated from other
funds except to the extent required by law.


 


Unless otherwise
specified with respect to any Security pursuant to Section 301, if, after
a deposit referred to in Section 1404(1) has been made, (a) the
Holder of a Security in respect of which such deposit was made is entitled to,
and does, elect pursuant to Section 312(b) or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 1404(1) has been made in respect of such
Security, or (b) a Conversion Event occurs as contemplated in Section 312(d) or
312(e) or by the terms of any Security in respect of which the deposit
pursuant to Section 1404(1) has been made, the indebtedness
represented by such Security and any related coupons shall be deemed to have
been, and will be, fully discharged and satisfied through the payment of the
principal of (and premium, if any) and interest, if any, on such Security as
they become due out of the proceeds yielded by converting (from time to time as
specified below in the case of any such election) the amount or other property
deposited in respect of such Security into the Currency in which such Security
becomes payable as a result of such election or Conversion Event based on the
applicable Market Exchange Rate for such Currency in


 


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effect
on the third Business Day prior to each payment date, except, with respect to a
Conversion Event, for such Currency in effect (as nearly as feasible) at the
time of the Conversion Event.


 


The Company shall
pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the Government Obligations deposited pursuant to Section 1404
or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of such
Outstanding Securities and any related coupons.


 


Anything in this Article Fourteen
to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon Company Request any money or Government
Obligations (or other property and any proceeds therefrom) held by it as
provided in Section 1404 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent defeasance or
covenant defeasance, as applicable, in accordance with this Article.


 


SECTION 1406. 
Reinstatement.


 


If (i) the
Trustee or any Paying Agent is unable to apply any money in accordance with Section 1405
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application then the Company’s
obligations under this Indenture and such Securities and any related coupons
shall be revived and reinstated as though no deposit had occurred pursuant to Section 1402
or 1403, as the case may be, until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 1405; provided, however,
that if the Company makes any payment of principal of (or premium, if any) or
interest, if any, on any such Security or any related coupon following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities and any related coupons to receive such
payment from the money held by the Trustee or Paying Agent.


 


ARTICLE FIFTEEN


 


MEETINGS OF HOLDERS OF SECURITIES


 


SECTION 1501. 
Purposes for Which Meetings May Be Called.


 


If Securities of a
series are issuable, in whole or in part, as Bearer Securities, a meeting of
Holders of 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 action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.


 


SECTION 1502.  Call, Notice and Place of Meetings.


 


(a)                                  The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 1501, to be held at such time and at
such place in The City of New York or in London, England as the Trustee
shall determine.  Notice of every meeting


 


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of Holders of 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 for 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 10% in principal amount of the Outstanding Securities of any series
shall have requested the Trustee to call a meeting of the Holders of Securities
of such series for any purpose specified in Section 1501, 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 Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in The City
of New York or in London, England for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in
paragraph (a) of this Section.


 


SECTION 1503. 
Persons Entitled to Vote at Meetings.


 


To be entitled to
vote at any meeting of Holders of Securities of any series, a Person shall be (1) a
Holder of one or more Outstanding 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 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 Securities of
any series shall be the Person 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 1504. 
Quorum; Action.


 


The Persons
entitled to vote a majority in principal amount of the Outstanding Securities
of a series shall constitute a quorum for a meeting of Holders of Securities of
such series; provided, however, that, if any action is to be
taken at such meeting with respect to a consent or waiver which this Indenture
expressly provides may be given by the Holders of not less than a specified
percentage in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote such specified percentage in principal amount of the
Outstanding Securities of such series shall constitute a quorum.  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 Securities of such series, be dissolved.  In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman
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 chairman of the meeting prior to
the adjournment of such adjourned meeting. 
Notice of the reconvening of any adjourned meeting shall be given as provided
in Section 1502(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
any adjourned meeting shall state expressly the percentage, as provided above,
of the principal amount of the Outstanding Securities of such series which
shall constitute a quorum.


 


86





















 


Subject to the
foregoing, at the reconvening of any meeting adjourned for lack of a quorum the
Persons entitled to vote 25% in principal amount of the Outstanding Securities
at the time shall constitute a quorum for the taking of any action set forth in
the notice of the original meeting.


 


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 by the affirmative vote of the Holders of not less than a majority
in principal amount of the Outstanding Securities of such 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 action 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 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 not less than such specified percentage in principal amount of the
Outstanding Securities of such series.


 


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


 


Notwithstanding
the foregoing provisions of this Section 1504, if any action is to be
taken at a meeting of Holders of Securities of any series with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action that this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage in principal amount of all Outstanding
Securities affected thereby, or of the Holders of such series and one or more
additional series:


 


(i)                                     there
shall be no minimum quorum requirement for such meeting; and


 


(ii)                                  the
principal amount of the Outstanding Securities of such series that vote in
favor of such request, demand, authorization, direction, notice, consent,
waiver or other action shall be taken into account in determining whether such
request, demand, authorization, direction, notice, consent, waiver or other
action has been made, given or taken under this Indenture.


 


SECTION 1505.  Determination of Voting Rights; Conduct
and Adjournment of Meetings.


 


(a)                                  Notwithstanding
any provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities
of a series in regard to proof of the holding of 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 its shall deem appropriate. 
Except as otherwise permitted or required by any such regulations, the
holding of Securities shall be proved in the


 


87





















 


manner specified in Section 104
and the appointment of any proxy shall be proved in the manner specified in Section 104
or 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 chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1502(b), in which case the Company or
the Holders of Securities of the series calling the meeting, as the case may
be, shall in like manner appoint a temporary chairman.  A permanent chairman 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 Securities of such
series represented at the meeting.


 


(c)                                  At
any meeting each Holder of a Security of such series or proxy shall be entitled
to one vote for each $1,000 principal amount of Outstanding Securities of such
series held or represented by him (determined as specified in the definition of
“Outstanding” in Section 101); provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be
not Outstanding.  The chairman of the
meeting shall have no right to vote, except as a Holder of a Security of such
series or proxy.


 


(d)                                 Any
meeting of Holders of Securities of any series duly called pursuant to Section 1502
at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting; and the meeting may be held as so
adjourned without further notice.


 


SECTION 1506.  Counting Votes and Recording Action of
Meetings.


 


The vote upon any
resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the
Holders of Securities of such series or of their representatives by proxy and
the principal amounts and serial numbers of the Outstanding Securities of such
series held or represented by them.  The
permanent chairman 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 duplicate of all votes cast at the meeting.  A record, at least in duplicate, of the
proceedings of each meeting of Holders of 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 1502 and, if applicable, Section 1504.  Each copy shall be signed and verified by the
affidavits of the permanent chairman 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.


 


88





















 


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.


 


89





















 


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


 


	
   

  	
  MITTAL STEEL
  COMPANY N.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [THE TRUSTEE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


90





















 


EXHIBIT A


 


FORMS OF CERTIFICATION


 


 


EXHIBIT A-1


 


FORM OF CERTIFICATE
TO BE GIVEN BY


PERSON ENTITLED TO
RECEIVE BEARER SECURITY


OR TO OBTAIN INTEREST
PAYABLE PRIOR


TO THE EXCHANGE DATE


 


CERTIFICATE


 


[Insert title or
sufficient description


of Securities to be
delivered]


 


This is to certify
that as of the date hereof, and except as set forth below, the above-captioned
Securities held by you for our account (i) are owned by any person(s) that
is not a citizen or resident of the United States a corporation or partnership
(including any entity treated as a corporation or partnership for United States
federal income tax purposes) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia unless, in the
case of a partnership, Treasury Regulations provide otherwise; any estate whose
income is subject to United States federal income tax regardless of its source
or; a trust if (A) a United States court can exercise primary supervision
over the trust’s administration and one of more United States persons are
authorized to control all substantial decisions of the trust or (B) a
trust in existence on August 20, 1996, and treated as a United States
person before this date that timely elected to continue to be treated as a
United States person (“United States person(s)”), (ii) are owned by United
States person(s) that are (a) foreign branches of United States financial
institutions (financial institutions, as defined in United States Treasury
Regulation Section 1.165-12(c)(1)(v) are herein referred to as “financial
institutions”) purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or
(b), each such United States financial institution hereby agrees, on its own
behalf or through its agent, that you may advise Mittal Steel Company N.V. or
its agent that such financial institution shall comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the United States Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are
owned by United States or foreign financial institution(s) for purposes of
resale during the restricted period (as defined in United States Treasury
Regulation Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner
is a United States or foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)), this is to further
certify that such financial institution has not acquired the Securities for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.


 


A-1-1





















 


As used herein, “United
States” means the United States of America (including the states and the
District of Columbia); and its “possessions” include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.


 


We undertake to
advise you promptly by tested telex on or prior to the date on which you intend
to submit your certification relating to the above-captioned Securities held by
you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.


 


This certificate
excepts and does not relate to [U.S.$] ____________ of such interest in the
above-captioned Securities in respect of which we are not able to certify and
as to which we understand an exchange for an interest in a Permanent global
Security or an exchange for and delivery of definitive Securities (or, if
relevant, collection of any interest) cannot be made until we do so certify.


 


We understand that
this certificate may be required in connection with certain tax legislation in
the United States.  If administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


 


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [To be dated no
  earlier than the 15th day prior to (i) the Exchange Date or (ii) the
  relevant Interest Payment Date occurring prior to the Exchange Date, as
  applicable]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Name of Person
  Making Certification]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Authorized
  Signatory)

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-1-2





















 


EXHIBIT A-2


 


FORM OF CERTIFICATE
TO BE GIVEN BY EUROCLEAR


AND CLEARSTREAM IN


CONNECTION WITH THE
EXCHANGE OF A PORTION OF A


TEMPORARY GLOBAL SECURITY
OR TO OBTAIN INTEREST


PAYABLE PRIOR TO THE
EXCHANGE DATE


 


CERTIFICATE


 


[Insert title or
sufficient description


of Securities to be
delivered]


 


This is to certify
that based solely on written certifications that we have received in writing,
by tested telex or by electronic transmission from each of the persons
appearing in our records as persons entitled to a portion of the principal
amount set forth below (our “Member Organizations”) substantially in the form
attached hereto, as of the date hereof, [U.S.$]                  
principal amount of the above-captioned Securities (i) is owned by any
person(s) that is not a citizen or resident of the United States; a corporation
or partnership (including any entity treated as a corporation or partnership
for United States federal income tax purposes) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia
unless, in the case of a partnership, Treasury Regulations provide otherwise,
or any estate whose income is subject to United States federal income tax
regardless of its source or; a trust if (A) a United States court can
exercise primary supervision over the trust’s administration and one of more
United States persons are authorized to control all substantial decisions of
the trust or (B) a trust in existence on August 20, 1996, and treated
as a United States person before this date that timely elected to continue to
be treated as a United States person (“United States person(s)”), (ii) is
owned by United States person(s) that are (a) foreign branches of United
States financial institutions (financial institutions, as defined in U.S.
Treasury Regulation Section 1.165-12(c)(1)(v) are herein referred to
as “financial institutions”) purchasing for their own account or for resale, or
(b) United States person(s) who acquired the Securities through foreign
branches of United States financial institutions and who hold the Securities
through such United States financial institutions on the date hereof (and in
either case (a) or (b), each such financial institution has agreed, on its
own behalf or through its agent, that we may advise Mittal Steel Company N.V.
or its agent that such financial institution shall comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institution(s) for purposes of resale during
the restricted period (as defined in United States Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7))
and, to the further effect, that financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified
that they have not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States or
its possessions.


 


A-2-1





















 


As used herein, “United
States” means the United States of America (including the states and the
District of Columbia); and its “possessions” include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.


 


We further certify
that (i) we are not making available herewith for exchange (or, if
relevant, collection of any interest) any portion of the temporary global
Security representing the above-captioned Securities excepted in the above-referenced
certificates of Member Organizations and (ii) as of the date hereof we
have not received any notification from any of our Member Organizations to the
effect that the statements made by such Member Organizations with respect to
any portion of the part submitted herewith for exchange (or, if relevant,
collection of any interest) are no longer true and cannot be relied upon as of
the date hereof.


 


We understand that
this certification is required in connection with certain tax legislation in
the United States.  If administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [To be dated no
  earlier than the Exchange Date or the relevant Interest Payment Date
  occurring prior to the Exchange Date, as applicable]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [EUROCLEAR
  S.A./N.V., as Operator of

  the Euroclear System]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  



 


A-2-2