EXHIBIT 4.2


 


 



 
MITTAL STEEL COMPANY N.V.
 


 


 



 
Subordinated 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”

  	
   

  
	
  “Default Notice”

  	
   

  
	
  “defeasance”

  	
   

  
	
  “Dollar”
  or “$”

  	
   

  
	
  “Dollar Equivalent of the Currency Unit”

  	
   

  
	
  “Dollar Equivalent of the Foreign Currency”

  	
   

  
	
  “DTC”

  	
   

  
	
  “Election
  Date”

  	
   

  



 










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


 





















 


	
  “Established Rate”

  	
   

  
	
  “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”

  	
   

  
	
  “Payment Blockage Period”

  	
   

  
	
  “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”

  	
   

  



 


ii





















 


	
  “Required Currency”

  	
   

  
	
  “Reset
  Notice”

  	
   

  
	
  “Responsible Officer”

  	
   

  
	
  “SEC”

  	
   

  
	
  “Security”
  or “Securities”

  	
   

  
	
  “Security Register” and “Security Registrar”

  	
   

  
	
  “Senior
  Debt”

  	
   

  
	
  “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

  	
   

  



 


iii





















 


	
  SECTION 203.
  Securities Issuable in Global Form

  	
   

  
	
   

  	
   

  
	
  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

  	
   

  



 


iv





















 


	
  SECTION 512.
  Control by Holders

  	
   

  
	
  SECTION 513.
  Waiver of Past Defaults

  	
   

  
	
  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

  	
   

  



 


v





















 


	
  SECTION 904.
  Effect of Supplemental Indentures

  	
   

  
	
  SECTION 905.
  Conformity with Trust Indenture Act

  	
   

  
	
  SECTION 906.
  Reference in Securities to Supplemental Indentures

  	
   

  
	
  SECTION 907.
  Notice of Supplemental Indentures

  	
   

  
	
  SECTION 908.
  Effect on Senior Debt

  	
   

  
	
   

  	
   

  
	
  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

  	
   

  



 


vi





















 


	
  SECTION 1301.
  Applicability of Article

  	
   

  
	
  SECTION 1302.
  Repayment of Securities

  	
   

  
	
  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

  	
   

  
	
   

  	
   

  
	
  ARTICLE SIXTEEN

  	
   

  
	
   

  	
   

  
	
  SUBORDINATION
  OF SECURITIES

  	
   

  
	
   

  	
   

  
	
  SECTION 1601.
  Agreement to Subordinate

  	
   

  
	
  SECTION 1602.
  Distribution on Dissolution, Liquidation and Reorganization; Subrogation of
  Securities

  	
   

  
	
  SECTION 1603.
  No Payment on Securities in Certain Circumstances

  	
   

  
	
  SECTION 1604.
  Payments on Securities Permitted

  	
   

  
	
  SECTION 1605.
  Authorization of Holders to Trustee to Effect Subordination

  	
   

  
	
  SECTION 1606.
  Notices to Trustee

  	
   

  
	
  SECTION 1607.
  Trustee as Holder of Senior Debt

  	
   

  
	
  SECTION 1608.
  Modifications of Terms of Senior Debt

  	
   

  
	
  SECTION 1609.
  Reliance on Judicial Order or Certificate of Liquidating Agent

  	
   

  



 


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
subordinated 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.


 


“Default Notice” has
the meaning specified in Section 1603.


 


“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


 


4





















 


Security having the lowest denomination principal
amount determined in accordance with 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


 


5





















 


other series of Securities for which such Person is
not Trustee, regardless of when such terms or 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


 


6





















 


market for dealing in any Currency by reason of
foreign exchange regulations or otherwise, the 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;


 


7





















 


(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


 


(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.


 


8





















 


“Payment
Blockage Period” has the meaning specified in Section 1603.


 


“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.


 


“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


 


9





















 


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.


 


“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.


 


“Senior Debt” means the principal of (and premium,
if any) and unpaid interest on (i) Debt of the Company (including
indebtedness of other Persons guaranteed by the Company), whether outstanding
on the date of this Indenture or thereafter created, incurred, assumed or guaranteed,
for money borrowed, unless in the instrument creating or evidencing the same or
pursuant to which the same is outstanding it is provided that such Debt is not
senior or prior in right of payment to the Securities, and (ii) renewals,
extensions, modifications and refundings of any such Debt.


 


“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.


 


10





















 


“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 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:


 


11





















 


(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.


 


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


 


12





















 


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 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.


 


13





















 


(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, 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


 


14





















 


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 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.


 


15





















 


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.


 


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


 


16





















 


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.


 


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.


 


17





















 


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.


 


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.


 


18





















 


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:


 


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.


 


19





















 


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.


 


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
shall be subordinated in right of payment to all Senior Debt as provided in Article Sixteen
hereof.


 


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);


 


20





















 


(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;


 


(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;


 


21





















 


(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;


 


(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


 


22





















 


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 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;


 


23





















 


(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).


 


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


 


24





















 


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 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


 


25





















 


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


 


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


 


26





















 


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
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


 


27





















 


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 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.


 


28


















 


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 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


 


29





















 


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 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


 


30





















 


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 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.


 


31





















 


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 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,


 


32





















 


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 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,


 


33





















 


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
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


 


34





















 


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
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


 


35





















 


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).


 


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


 


36





















 


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 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.


 


37





















 


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 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


 


38





















 


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 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.


 


39





















 


(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.


 


(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


 


40





















 


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.


 


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.


 


41





















 


(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 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


 


42





















 


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.


 


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,


 


43





















 


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 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, whether or not it shall be occasioned by
the provisions of Article Sixteen, 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:


 


44





















 


(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


 


(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.


 


45





















 


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 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


 


46





















 


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.


 


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


 


47





















 


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,


 


(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;


 


48





















 


Second: Subject to Section 1602,
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 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


 


49





















 


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.


 


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


 


50





















 


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 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


 


51





















 


Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


 


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.


 


52





















 


(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.


 


(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


 


53





















 


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
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.


 


54





















 


(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).


 


(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 Securities.


 


The 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


 


55





















 


compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and


 


(3)               to indemnify the
Trustee for, and to hold it harmless against, any loss, 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 Senior 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.


 


56





















 


(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
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


 


57





















 


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 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


 


58





















 


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 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


 


59





















 


Securities by the Trustee or the Trustee’s certificate
of authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating
Agent.  Each Authenticating Agent shall
be acceptable to the Company and shall at all times be a corporation organized
and doing business under the laws of the United States, 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:  _________________


 


60





















 


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


 


	
   

  	
  [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:


 


61





















 


(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 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


 


62





















 


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 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


 


63





















 


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


 


(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


 


64





















 


(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 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


 


65





















 


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


 


(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


 


66










 










 


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.


 


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.


 


SECTION 908.  Effect on Senior Debt. 


 


No supplemental indenture shall adversely affect the
rights of any holder of Senior Debt under Article Sixteen without the
consent of such holder.


 


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.


 


67





















 


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.


 


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.


 


68





















 


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 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


 


69





















 


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:


 


(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


 


70





















 


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 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


 


71





















 


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 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.


 


72





















 


SECTION 1007.  Limitation on
Liens.


 


[Reserved.]


 


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.


 


73





















 


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 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


 


74





















 


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,


 


(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


 


75





















 


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.


 


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.


 


76





















 


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 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


 


77





















 


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.


 


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


 


78





















 


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, 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.


 


79





















 


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.


 


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.


 


80





















 


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
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


 


81





















 


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 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.  Money and securities held in trust pursuant
to this Section 1402 shall not be subject to Article Sixteen.


 


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


 


82





















 


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.


 


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


 


83





















 


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. 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.


 


84





















 


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 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.


 


85





















 


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
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


 


86





















 


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.


 


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


 


87





















 


(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 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.


 


88





















 


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.


 


ARTICLE SIXTEEN


SUBORDINATION OF
SECURITIES


 


SECTION 1601. 
Agreement to Subordinate.


 


Unless otherwise
specified pursuant to Section 301, the Company, for itself, its successors
and assigns, covenants and agrees, and each Holder of Securities by his
acceptance thereof, likewise covenants and agrees, that the payment of the
principal of (and premium, if any) and interest, if any, on each and all of the
Securities is hereby expressly subordinated, to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full of all
Senior Debt.


 


SECTION 1602. 
Distribution on Dissolution, Liquidation and Reorganization;
Subrogation of Securities.


 


Unless otherwise specified pursuant to Section 301,
upon any distribution of assets of the Company upon any dissolution, winding
up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment
for the benefit of creditors or any other marshalling of the assets and
liabilities of the Company or otherwise (subject to the power of a court of
competent jurisdiction to make other equitable provision reflecting the rights
conferred in this Indenture upon the Senior Debt and the holders thereof with
respect to the Securities and the holders thereof by a lawful plan of
reorganization under applicable bankruptcy law):


 


(1)               the holders of all
Senior Debt shall be entitled to receive payment in full of the principal
thereof (and premium, if any) and interest due thereon before the Holders of
the Securities are entitled to receive any payment upon the principal (or
premium, if any) or interest, if any, on indebtedness evidenced by the
Securities;


 


89





















 


(2)               any payment or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, to which the Holders of the Securities or the Trustee
would be entitled except for the provisions of this Article Sixteen shall
be paid by the liquidating trustee or agent or other Person making such payment
or distribution, whether a trustee in bankruptcy, a receiver or liquidating
trustee or otherwise, directly to the holders of Senior Debt or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Debt may
have been issued, ratably according to the aggregate amounts remaining unpaid
on account of the principal of (and premium, if any) and interest on the Senior
Debt held or represented by each, to the extent necessary to make payment in
full of all Senior Debt remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Debt; and


 


(3)               in the event that,
notwithstanding the foregoing, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities,
shall be received by the Trustee or the Holders of the Securities before all
Senior Debt is paid in full, such payment or distribution shall be paid over,
upon written notice to the Trustee, to the holders of such Senior Debt or their
representative or representatives or to the trustee or trustees under any
indenture under which any instrument evidencing any of such Senior Debt may
have been issued, ratably as aforesaid, for application to payment of all
Senior Debt remaining unpaid until all such Senior Debt shall have been paid in
full, after giving effect to any concurrent payment or distribution to the
holders of such Senior Debt.


 


Subject to the payment in full of all Senior Debt, the
Holders of the Securities shall be subrogated to the rights of the holders of
Senior Debt to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Debt until the principal of (and
premium, if any) and interest, if any, on the Securities shall be paid in full
and no such payments or distributions to the Holders of the Securities of cash,
property or securities otherwise distributable to the holders of Senior Debt
shall, as between the Company, its creditors other than the holders of Senior
Debt, and the Holders of the Securities be deemed to be a payment by the
Company to or on account of the Securities. It is understood that the
provisions of this Article Sixteen are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities, on
the one hand, and the holders of the Senior Debt, on the other hand. Nothing
contained in this Article Sixteen or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Debt, and the Holders of the
Securities, the obligation of the Company, which is unconditional and absolute,
to pay to the Holders of the Securities the principal of (and premium, if any)
and interest, if any, on the Securities as and when the same shall become due
and payable in accordance with their terms, or to affect the relative rights of
the Holders of the Securities and creditors of the Company other than the
holders of Senior Debt, nor shall anything herein or in the Securities prevent
the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture,
subject to the rights, if any, under this Article Sixteen of the holders
of Senior Debt in respect of cash, property or securities of the Company
received upon the exercise of any such remedy. Upon any payment or distribution
of assets of the Company referred to in this Article Sixteen, the Trustee,
subject to the provisions of Section 601, shall be entitled to rely upon a
certificate of the liquidating trustee or agent or other Person making any
distribution to


 


90





















 


the Trustee for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Debt and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article Sixteen.


 


The Trustee, however, shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt. The Trustee shall not be liable
to any such holder if it shall pay over or distribute to or on behalf of
Holders of Securities or the Company moneys or assets to which any holder of
Senior Debt shall be entitled by virtue of this Article Sixteen.


 


If the Trustee or any Holder of Securities does not
file a proper claim or proof of debt in the form required in any proceeding
referred to above prior to 30 days before the expiration of the time to file
such claim in such proceeding, then the holder of any Senior Debt is hereby
authorized, and has the right, to file an appropriate claim or claims for or on
behalf of such Holder of Securities.


 


With respect to the holders of Senior Debt, the
Trustee undertakes to perform or to observe only such of its covenants or
obligations as are specifically set forth in this Article and no implied
covenants or obligations with respect to holders of Senior indebtedness shall
be read into this Indenture against the Trustee.


 


SECTION 1603.   No
Payment on Securities in Certain Circumstances.


 


  Unless otherwise specified pursuant to Section 301,


 


(a)                                  Upon
the maturity of any Senior Debt by lapse of time, acceleration (unless waived,
rescinded or annulled) or otherwise, or upon any payment default (with or
without the giving of notice or lapse of time or both, in accordance with the
terms of the instrument governing such Senior Debt, and without any waiver or
forgiveness) with respect to any Senior Debt, all amounts payable thereon shall
first be paid in full, or such Senior Debt, before any payment is made,
directly or indirectly by set off or otherwise, on account of principal of, or
interest on, the Securities of such series or to acquire any of the Securities
of such series or on account of the redemption provisions of the Securities of
such series.


 


(b)                                 Upon
a default with respect to any Senior Debt (other than under circumstances when
the terms of paragraph (a) of this Section are applicable), as such
default is defined therein or in the instrument under which it is outstanding,
permitting the holders to accelerate the maturity thereof, upon written notice
thereof given to the Company and the Trustee by or on behalf of holders of such
Senior Debt (“Default Notice”), then, unless and until such default shall have
been cured or waived by the holders of such Senior Indebtedness or shall have
ceased to exist (the “Payment Blockage Period”), no direct or indirect payment
shall be made by the Company with respect to the principal of, or interest on,
the Securities of such series and the coupons, if any, appertaining thereto or
to acquire any of such Securities or on account of the redemption provisions of
the Securities of such series and the coupons, if any, appertaining thereto;
provided, however, that this paragraph (b) shall not prevent the making of
any payment (which is not otherwise prohibited by paragraph (a)) for more than
179 days after the Default Notice shall have been given unless the Senior Debt
in respect of which such event of default


 


91





















 


exists has been declared due
and payable in its entirety, in which case no such payment may be made until
such acceleration has been rescinded or annulled or such Senior Debt has been
paid in full.


 


(c)                                  If,
notwithstanding the foregoing provisions of this Section, any payment on
account of principal of, or interest on, the Securities of such series or of
any coupon appertaining thereto shall be received by the Trustee, by a Holder
or by any Paying Agent (or, if the Company is acting as its own Paying Agent,
money for any such payment is segregated and held in trust), then, unless and
until such payment is no longer prohibited by this Section, such payment
(subject to the provisions of Section 1604) shall be held in trust for the
benefit of the holders of Senior Debt and, upon notice to the Trustee or such
Paying Agent from the representative of the holders of the Senior Debt and
pursuant to the directions of such representative, shall be paid over or delivered
to the holders of Senior Debt or their representative(s), ratably according to
the aggregate amount remaining unpaid on account of the principal of and
interest on the Senior Debt held or represented by each, for application to the
payment or prepayment of all Senior Indebtedness remaining unpaid to the extent
necessary to pay all Senior Debt in full in accordance with its terms, after
giving effect to any concurrent payment or distribution or provision therefor
to or for the holders of Senior Debt. Promptly after becoming aware thereof,
the Company shall give written notice to the Trustee of any event prohibiting
payments on account of principal of, or interest on, the Securities of any
series and any coupons appertaining thereto and, in such event, shall provide
to the Trustee, in the form of an Officers’ Certificate, the names and
addresses of the holders of such Senior Debt and their representative(s), if
any, the amount of the Senior Debt held by each such holder, any information
necessary to calculate the daily or other increase in Senior Debt held by such
holders and any other information which the Trustee may reasonably request to
comply with this Article. Subject to the provisions of Section 1602
hereof, in the event that the Trustee or the Paying Agent reasonably determines
that additional evidence is required with respect to any person as a holder of
Senior Debt to participate in any payment or distribution pursuant to this
Article, the Trustee or the Paying Agent, as the case may be, may request that
such person furnish evidence to its reasonable as to the extent such person is
entitled to participate in such payment or distribution and as to other facts
pertinent to the rights of such persons under this Article and if such
evidence is not furnished, the Trustee or the Paying Agent, as the case may be,
may defer any payment to such person pending judicial determination as to the
right of such person to receive such payment.


 


SECTION 1604. 
Payments on Securities Permitted.


 


Nothing contained in this Indenture or in any of the
Securities shall (a) affect the obligation of the Company to make, or
prevent the Company from making, at any time except as provided in Sections
1602 and 1603, payments of principal of (or premium, if any) or interest, if
any, on the Securities or (b) prevent the application by the Trustee of
any moneys deposited with it hereunder to the payment of or on account of the
principal of (or premium, if any) or interest, if any, on the Securities,
unless the Trustee shall have received at its Corporate Trust Office written
notice of any event prohibiting the making of such payment more than two
Business Days prior to the date fixed for such payment.


 


92





















 


SECTION 1605. 
Authorization of Holders to Trustee to Effect Subordination.


 


Each Holder of Securities by his acceptance thereof
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this Article Sixteen
and appoints the Trustee his attorney-in-fact for any and all such purposes.


 


SECTION 1606. 
Notices to Trustee.


 


Notwithstanding the provisions of this Article or
any other provisions of this Indenture, neither the Trustee nor any Paying Agent
(other than the Company) shall be charged with knowledge of the existence of
any Senior Debt or of any event which would prohibit the making of any payment
of moneys to or by the Trustee or such Paying Agent, unless and until the
Trustee or such Paying Agent shall have received (in the case of the Trustee,
at its Corporate Trust Office) written notice thereof from the Company or from
the holder of any Senior Debt or from the trustee for any such holder, together
with proof satisfactory to the Trustee of such holding of Senior Debt or of the
authority of such trustee; provided, however, that if at least two Business
Days prior to the date upon which by the terms hereof any such moneys may
become payable for any purpose (including, without limitation, the payment of
either the principal (or premium, if any) or interest, if any, on any Security)
the Trustee shall not have received with respect to such moneys the notice
provided for in this Section 1606, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such moneys and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary, which may be
received by it within two Business Days prior to such date. The Trustee shall
be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee on behalf of
such holder) to establish that such a notice has been given by a holder of
Senior Debt or a trustee on behalf of any such holder. In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Debt to participate in any
payment or distribution pursuant to this Article Sixteen, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Debt held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such Person under this Article Sixteen
and, if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.


 


SECTION 1607. 
Trustee as Holder of Senior Debt.


 


The Trustee in its individual capacity shall be
entitled to all the rights set forth in this Article Sixteen in respect of
any Senior Debt at any time held by it to the same extent as any other holder
of Senior Debt and nothing in this Indenture shall be construed to deprive the
Trustee of any of its rights as such holder.


 


Nothing in this Article Sixteen shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 606.


 


93





















 


SECTION 1608. 
Modifications of Terms of Senior Debt.


 


Any renewal or extension of the time of payment of any
Senior Debt or the exercise by the holders of Senior Debt of any of their
rights under any instrument creating or evidencing Senior Debt, including,
without limitation, the waiver of default hereunder, may be made or done all
without notice to or assent from the Holders of the Securities or the Trustee.


 


No compromise, alteration, amendment, modification,
extension, renewal or other change of, or waiver, consent or other action in
respect of, any liability or obligation under or in respect of, or of any of
the terms, covenants or conditions of any indenture or other instrument under
which any Senior Debt is outstanding or of such Senior  indebtedness, whether or not such release is
in accordance with the provisions of any applicable document, shall in any way
alter or affect any of the provisions of this Article Sixteen or of the
Securities relating to the subordination thereof.


 


SECTION 1609.  Reliance on Judicial Order or Certificate
of Liquidating Agent.


 


Upon any payment or distribution of assets of the
Company referred to in this Article Sixteen, the Trustee and the Holders
of the Securities shall be entitled to rely upon any order or decree entered by
any court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of
creditors, agent or other Person making such payment or distribution, delivered
to the Trustee or to the Holders of Securities, for the purpose of ascertaining
the Persons entitled to participate in such payment or distribution, the
holders of Senior Debt and other indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article Sixteen


 


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.


 


94





















 


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:

  



 


95





















 


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