EXHIBIT 4.2


 


The Neiman Marcus Group, Inc.


 


and


 


The Bank of New York


 


Trustee


 


INDENTURE


 


Dated as of May 27, 1998


 


Providing for issuance of Securities in
Series


 

















 


TABLE OF CONTENTS


 


	
  Recitals of the Company

  	
   

  
	
   

  	
   

  	
   

  
	
  Agreements of the Parties

  	
   

  
	
   

  
	
  ARTICLE 1.

  	
  Definitions and Other Provisions of General
  Application

  
	
   

  	
  Section 101.

  	
  Definitions

  
	
   

  	
  Section 102.

  	
  Compliance Certificates and Opinions

  
	
   

  	
  Section 103.

  	
  Form of Documents Delivered to Trustee

  
	
   

  	
  Section 104.

  	
  Acts of Securityholders

  
	
   

  	
  Section 105.

  	
  Notices,
  etc., to Trustee and Company

  
	
   

  	
  Section 106.

  	
  Notices to Securityholders; Waiver

  
	
   

  	
  Section 107.

  	
  Conflict with Trust Indenture Act

  
	
   

  	
  Section 108.

  	
  Effect of Headings and Table of Contents

  
	
   

  	
  Section 109.

  	
  Successors and Assigns

  
	
   

  	
  Section 110.

  	
  Separability Clause

  
	
   

  	
  Section 111.

  	
  Benefits of Indenture

  
	
   

  	
  Section 112.

  	
  Governing
  Law

  
	
   

  	
  Section 113.

  	
  Counterparts

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2.

  	
  Security
  Forms

  
	
   

  	
  Section 201.

  	
  Forms
  Generally

  
	
   

  	
  Section 202.

  	
  Forms of Securities

  
	
   

  	
  Section 203.

  	
  Form of Trustee’s Certificate of
  Authentication

  
	
   

  	
  Section 204.

  	
  Securities Issuable in the Form of a Global Security

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3.

  	
  The
  Securities

  
	
   

  	
  Section 301.

  	
  General
  Title; General Limitations; Issuable in Series; Terms of Particular Series

  
	
   

  	
  Section 302.

  	
  Denominations

  
	
   

  	
  Section 303.

  	
  Execution,
  Authentication and Delivery and Dating

  
	
   

  	
  Section 304.

  	
  Temporary Securities

  
	
   

  	
  Section 305.

  	
  Registration,
  Transfer and Exchange

  
	
   

  	
  Section 306.

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  
	
   

  	
  Section 307.

  	
  Payment of Interest; Interest Rights
  Preserved

  
	
   

  	
  Section 308.

  	
  Persons Deemed Owners

  
	
   

  	
  Section 309.

  	
  Cancellation

  
	
   

  	
  Section 310.

  	
  Computation of Interest

  
	
   

  	
  Section 311.

  	
  Medium-Term

  
	
   

  	
  Section 312.

  	
  CUSIP
  Numbers

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4.

  	
  Satisfaction and Discharge

  
	
   

  	
  Section 401.

  	
  Satisfaction and Discharge of Indenture

  
	
   

  	
  Section 402.

  	
  Application of Trust Money

  
	
   

  	
  Section 403.

  	
  Defeasance Upon Deposit of Funds or
  Government Obligations

  
					



 


i

















 


	
  ARTICLE 5.

  	
  Remedies

  
	
   

  	
  Section 501.

  	
  Events
  of Default

  
	
   

  	
  Section 502.

  	
  Acceleration
  of Maturity; Rescission and Annulment

  
	
   

  	
  Section 503.

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  
	
   

  	
  Section 504.

  	
  Trustee
  May File Proofs of Claim

  
	
   

  	
  Section 505.

  	
  Trustee
  May Enforce Claims Without Possession of Securities

  
	
   

  	
  Section 506.

  	
  Application
  of Money Collected

  
	
   

  	
  Section 507.

  	
  Limitation
  on Suits

  
	
   

  	
  Section 508.

  	
  Unconditional
  Right of Securityholders To Receive Principal, Premium and Interest

  
	
   

  	
  Section 509.

  	
  Restoration
  of Rights and Remedies

  
	
   

  	
  Section 510.

  	
  Rights
  and Remedies Cumulative

  
	
   

  	
  Section 511.

  	
  Delay
  or Omission Not Waiver

  
	
   

  	
  Section 512.

  	
  Control
  by Securityholders

  
	
   

  	
  Section 513.

  	
  Waiver
  of Past Defaults

  
	
   

  	
  Section 514.

  	
  Undertaking
  for Costs

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6.

  	
  The
  Trustee

  
	
   

  	
  Section 601.

  	
  Certain
  Duties and Responsibilities

  
	
   

  	
  Section 602.

  	
  Notice
  of Defaults

  
	
   

  	
  Section 603.

  	
  Certain
  Rights of Trustee

  
	
   

  	
  Section 604.

  	
  Not
  Responsible for Recitals or Issuance of Securities

  
	
   

  	
  Section 605.

  	
  May
  Hold Securities

  
	
   

  	
  Section 606.

  	
  Money
  Held in Trust

  
	
   

  	
  Section 607.

  	
  Compensation
  and Reimbursement

  
	
   

  	
  Section 608.

  	
  Disqualification;
  Conflicting Interests

  
	
   

  	
  Section 609.

  	
  Corporate
  Trustee Required; Eligibility

  
	
   

  	
  Section 610.

  	
  Resignation
  of Successor

  
	
   

  	
  Section 611.

  	
  Acceptance
  of Appointment by Successor

  
	
   

  	
  Section 612.

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  
	
   

  	
  Section 613.

  	
  Preferential
  Collection of Claims Against Company

  
	
   

  	
  Section 614.

  	
  Appointment
  of Authentication Agent

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7.

  	
  Securityholders’
  Lists and Reports by Trustee and Company

  
	
   

  	
  Section 701.

  	
  Company
  To Furnish Trustee Names and Addresses of Securityholders

  
	
   

  	
  Section 702.

  	
  Preservation
  of Information; Communications to Securityholders

  
	
   

  	
  Section 703.

  	
  Reports
  by Trustee

  
	
   

  	
  Section 704.

  	
  Reports
  by Company

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8.

  	
  Consolidation,
  Merger, Conveyance or Transfer

  
	
   

  	
  Section 801.

  	
  When
  Company May Merge or Transfer Assets

  
				



 


ii

















 


	
  ARTICLE 9.

  	
  Supplemental
  Indentures

  
	
   

  	
  Section 901.

  	
  Supplemental
  Indentures Without Consent of Securityholders

  
	
   

  	
  Section 902.

  	
  Supplemental
  Indentures with Consent of Securityholders

  
	
   

  	
  Section 903.

  	
  Execution
  of Supplemental Indentures

  
	
   

  	
  Section 904.

  	
  Effect
  of Supplemental Indentures

  
	
   

  	
  Section 905.

  	
  Conformity
  with Trust Indenture Act

  
	
   

  	
  Section 906.

  	
  Reference
  in Securities to Supplemental Indentures

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10.

  	
  Covenants

  
	
   

  	
  Section 1001.

  	
  Payment
  of Principal, Premium and Interest

  
	
   

  	
  Section 1002.

  	
  Maintenance
  of Office or Agency

  
	
   

  	
  Section 1003.

  	
  Money
  for Security Payments To Be Held in Trust

  
	
   

  	
  Section 1004.

  	
  Statement
  as to Compliance

  
	
   

  	
  Section 1005.

  	
  Legal
  Existence

  
	
   

  	
  Section 1006.

  	
  Limitation
  on Liens

  
	
   

  	
  Section 1007.

  	
  Limitation
  on Sale and Leasebacks

  
	
   

  	
  Section 1008.

  	
  Waiver
  of Certain Covenants

  
	
   

  	
  Section 1009.

  	
  Calculation
  of Original Issue Discount

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11.

  	
  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.

  	
  Provisions
  with Respect to any Sinking Funds

  
				



 


Table Showing Reflection in Indenture of Certain Provisions of Trust
Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990.


 

















 


	
   

  	
   

  	
  Reflected
  In

  Indenture

  
	
  TIA

  	
   

  	
  Section

  
	
  Section 310(a)(1)

  	
   

  	
  609

  
	
   

  	
  (a)(2)

  	
   

  	
  609

  
	
   

  	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
   

  	
  (a)(5)

  	
   

  	
  609

  
	
   

  	
  (b)

  	
   

  	
  608; 610

  
	
   

  	
  (c)

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 311(a)

  	
   

  	
  613

  
	
   

  	
  (b)

  	
   

  	
  613

  
	
   

  	
  (b)(2)

  	
   

  	
  703

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 312(a)

  	
   

  	
  701; 702

  
	
   

  	
  (b)

  	
   

  	
  702

  
	
   

  	
  (c)

  	
   

  	
  702

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 313(a)

  	
   

  	
  703

  
	
   

  	
  (b)

  	
   

  	
  703

  
	
   

  	
  (c)

  	
   

  	
  703

  
	
   

  	
  (d)

  	
   

  	
  703

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 314(a)(1)

  	
   

  	
  704

  
	
   

  	
  (a)(2)

  	
   

  	
  704

  
	
   

  	
  (a)(3)

  	
   

  	
  704

  
	
   

  	
  (a)(4)

  	
   

  	
  1004

  
	
   

  	
  (b)

  	
   

  	
  Not Applicable

  
	
   

  	
  (c)(1)

  	
   

  	
  102

  
	
   

  	
  (c)(2)

  	
   

  	
  102

  
	
   

  	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
   

  	
  (d)

  	
   

  	
  Not Applicable

  
	
   

  	
  (e)

  	
   

  	
  102

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 315(a)

  	
   

  	
  601

  
	
   

  	
  (b)

  	
   

  	
  602; 703

  
	
   

  	
  (c)

  	
   

  	
  601

  
	
   

  	
  (d)

  	
   

  	
  601

  
	
   

  	
  (d)(1)

  	
   

  	
  601

  
	
   

  	
  (d)(2)

  	
   

  	
  601

  
	
   

  	
  (d)(3)

  	
   

  	
  601

  
	
   

  	
  (e)

  	
   

  	
  514

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 316(a)

  	
   

  	
  101

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  502; 512

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  513

  
	
   

  	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
   

  	
  (b)

  	
   

  	
  508

  
	
   

  	
  (c)

  	
   

  	
  104

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 317(a)(1)

  	
   

  	
  503

  
	
   

  	
  (a)(2)

  	
   

  	
  504

  
	
   

  	
  (b)

  	
   

  	
  1003

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 318(a)

  	
   

  	
  107

  



 

















 


THIS INDENTURE between THE NEIMAN MARCUS GROUP, INC., a Delaware
corporation (hereinafter called the “Company”), having its principal office at
27 Boylston Street, Box 1000, Chestnut Hill, MA 02167, and THE BANK OF NEW
YORK, a New York banking corporation, as trustee (hereinafter called the
“Trustee”), is made and entered into as of the 27th day of May, 1998.


 


Recitals of the Company


 


The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its unsecured and unsubordinated
debentures, notes, bonds or other evidences of indebtedness, to be issued in


one or more fully registered series.


 


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


 


Agreements of the Parties


 


To set forth or to provide for the establishment of the terms and
conditions upon which the Securities are and are to be authenticated, issued
and delivered, and in consideration of the premises and the purchase of
Securities by the Holders thereof, it is mutually covenanted and agreed as
follows, for the equal and proportionate benefit of all Holders of the
Securities or of a series thereof, as the case may be:


 


ARTICLE 1.  Definitions and Other Provisions of
General Application


 


Section 1.11.  Definitions.  For all purposes of this Indenture and of any indenture
supplemental hereto, except as otherwise expressly provided or unless the
context otherwise requires:


 


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


 


(b)                                 all other terms used
herein which are defined in the Trust Indenture Act or by Commission rule under
the Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;


 


(c)                                  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 of America
at the date of such computation; and


 


(d)                                 all references in this
instrument to designated “Articles”, “Sections” and other subdivisions are to
the designated Articles, Sections and other subdivisions of this instrument as
originally executed.  The words
“herein”, “hereof” and “hereunder” and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or
other subdivision.


 

















 


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


 


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


 


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


 


“Authenticating Agent” means any Person authorized by the Trustee to
authenticate Securities under Section 614.


 


“Board of Directors” means either the board of directors of the Company
or any duly authorized committee of that board or any officers of the Company
acting pursuant to authority granted by the board of directors of the Company
or any committee of such board.


 


“Board Resolution” means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.


 


“Business Day” means, with respect to any series of Securities, each
day which is neither a Saturday, Sunday or other day on which banking
institutions in the pertinent Place or Places of Payment are authorized or
required by law or executive order to be closed.


 


“Capital Stock” means, with respect to any corporation, any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests (however designated) in stock issued by that
corporation.


 


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


 


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


 


2

















 


“Company Request”, “Company Order” and “Company Consent” mean a written
request, order or consent, respectively, signed in the name of the Company by
its Chairman of the Board, a Vice Chairman, its President or a Vice President,
and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.


 


“Consolidated Net Assets” means the total amount of all assets
appearing on the consolidated balance sheet of the Company and its Restricted
Subsidiaries (at their net book values, after deducting related depreciation,
amortization and all other valuation reserves which have been set aside in
connection with the business conducted and which are reflected on the
aforementioned consolidated balance sheet), less total current liabilities
other than long-term liabilities due within one year.


 


“Corporate Trust Office” means the office of the Trustee in New York,
New York at which at any particular time its corporate trust business shall be
principally administered, which office at the date hereof is located at 101
Barclay Street, Floor 21 West, New York, New York 10286.


 


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


 


“Depositary” means, unless otherwise specified by the Company pursuant
to either Section 204 or 301, with respect to securities of any series
issuable or issued as a Global Security, The Depository Trust Company, New
York, New York, or any successor thereto registered as a clearing agency under
the Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation.


 


“Event of Default” has the meaning specified in Article Five.


 


“Funded Debt” means indebtedness of the Company or a Restricted
Subsidiary that matures by its terms one year or more after its creation or
that is extendable or renewable at the option of the obligor to a date one year
or more after the date of the incurrence or assumption of such indebtedness,
and indebtedness classified as long-term debt under generally accepted
accounting principles, in each case ranking in right of payment at least pari
passu with the Securities.


 


“Global Security”, when used with respect to any series of Securities
issued hereunder, means a Security which is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instruction, all in accordance with this Indenture and an
indenture supplemental hereto, if any, or Board Resolution and pursuant to a
Company Request, which shall be registered in the name of the Depositary or its
nominee and which shall represent, and shall be denominated in an amount equal
to the aggregate principal amount of, all of the Outstanding Securities of such
series or any portion thereof, in either case having the same terms, including,
without limitation, the same original issue date, date or dates on which
principal is due, and interest rate or method of determining interest.


 


“Holder”, when used with respect to any Security, means a
Securityholder.


 


3

















 


“Indenture” or “this Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of
Securities established as contemplated by Section 301.


 


“Independent”, when used with respect to any specified Person, means
such a Person who (1) is in fact independent, (2) does not have any direct
financial interest or any material indirect financial interest in the Company
or in any other obligor upon the Securities or in any Affiliate of the Company
or of such other obligor, and (3) is not connected with the Company or such
other obligor or any Affiliate of the Company or of such other obligor, as an
officer, employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.  Whenever it is
herein provided that any Independent Person’s opinion or certificate shall be
furnished to the Trustee, such Person shall be appointed by a Company Order and
approved by the Trustee in the exercise of reasonable care, and such opinion or
certificate shall state that the signer has read this definition and that the
signer is independent within the meaning hereof.


 


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


 


“Interest Payment Date”, when used with respect to any series of
Securities, means the Stated Maturity of any installment of interest on those
Securities.


 


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


 


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


 


“Officers’ Certificate” means a certificate signed by the Chairman of
the Board, a Vice Chairman, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company, and delivered to the Trustee. 
Wherever this Indenture requires that an Officers’ Certificate be signed
also by an accountant or other expert, such accountant or other expert (except
as otherwise expressly provided in this Indenture) may be in the employ of the
Company, and shall be acceptable to the Trustee, which acceptance shall not be
unreasonably withheld.  


 


“Opinion of Counsel” means a written opinion of counsel, who may
(except as otherwise expressly provided in this Indenture) be an employee of or
of counsel to the Company (who shall be at least at the level of senior
attorney).  Such counsel shall be
acceptable to the Trustee, whose acceptance shall not be unreasonably withheld.


 


4

















 


“Original Issue Discount Security” means (i) 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, and (ii)
any other Security deemed an Original Issue Discount Security for United States
Federal income tax purposes.


 


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


 


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


 


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


 


(iii)                               such Securities in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, or which shall have been paid pursuant to
the terms of Section 306 (except with respect to any such Security as to
which proof satisfactory to the Trustee is presented that such Security is held
by a person in whose hands such Security is a legal, valid and binding
obligation of the Company).


 


In determining whether the Holders of the requisite principal amount of
such Securities outstanding have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, (i) the principal amount of any
Original Issue Discount Security that shall be deemed to be Outstanding shall
be the amount of the principal thereof that would be due and payable as of the
date of the taking of such action upon a declaration of acceleration of the
Maturity thereof and (ii) 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.  In determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which a Responsible Officer assigned
to the corporate trust department of the Trustee actually knows to be owned by
the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor 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 to act as owner 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.


 


5

















 


“Paying Agent” means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company.  The Company initially
authorizes the Trustee to act as Paying Agent for the Securities on its
behalf.  The Company may at any time and
from time to time authorize one or more Persons, including the Company, to act
as Paying Agent in addition to or in place of the Trustee with respect to any
series of Securities issued under this Indenture.


 


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


 


“Place of Payment” means with respect to any series of Securities
issued hereunder the city or political subdivision so designated with respect
to the series of Securities in question in accordance with the provisions of
Section 301.


 


“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
lieu of a lost, destroyed or stolen Security shall be deemed to evidence the
same debt as the lost, destroyed or stolen Security.


 


“Preferred Stock” means, as to any Person, capital stock of such Person
that has a preference as to dividends or upon liquidation over the common stock
of such Person.


 


“Principal Property” of a Person means all land, buildings, machinery
and equipment, and leasehold interests and improvements in respect of the
foregoing, that are located in the United States of America and that would be
reflected on a consolidated balance sheet of such Person provided that the term
“Principal Property” shall not include any land, building, machinery,
equipment, leasehold interest or improvements which the Board of Directors of
the Company by resolution determines not to be of material importance to the
total business conducted by the Company and its Subsidiaries as an
entirety.  Redemption Date”, when used
with respect to any Security to be redeemed, means the date fixed for such
redemption by or pursuant to this Indenture.


 


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


 


“Regular Record Date” for the interest payable on any Security on any
Interest Payment Date means the date specified in such Security as the Regular
Record Date.


 


“Repayment Date”, when used with respect to any Security to be repaid,
means the date fixed for such repayment pursuant to such Security.


 


6

















 


“Repayment Price”, when used with respect to any Security to be repaid,
means the price at which it is to be repaid pursuant to such Security.


 


“Responsible Officer”, when used with respect to the Trustee, means any
vice president, any assistant secretary, any assistant treasurer, any senior
trust officer or trust officer or 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.


 


“Restricted Subsidiary” means any Subsidiary of the Company (other than
a Subsidiary that is principally engaged in the business of owning or investing
in real estate (a ‘Real Estate Subsidiary’), finance, credit, leasing,
financial services or other similar operations, or any combination thereof),
which itself, or with one or more other Restricted Subsidiaries, owns or leases
a Principal Property; PROVIDED, HOWEVER, that in the event that any Restricted
Subsidiary, in a single transaction or through a series of related
transactions, shall (i) be consolidated with or merge with or into a Real
Estate Subsidiary or any of its subsidiaries or (ii) transfer (by lease,
assignment, sale or otherwise) all or substantially all of its properties and
assets to a Real Estate Subsidiary, then the term ‘Restricted Subsidiary’ shall
include such Real Estate Subsidiary.


 


“Sale and Leaseback Transaction” means any arrangement with any Person
pursuant to which the Company or any Restricted Subsidiary leases any Principal
Property that has been or is to be sold or transferred by the Company or the
Restricted Subsidiary to such Person, other than (1) temporary leases for a
term, including renewals at the option of the lessee, of not more than three
years, (2) leases between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries and (3) arrangements pursuant to any provision of law
with an effect similar to the former Section 168(f)(8) of the Internal
Revenue Code of 1954.


 


“Security” or “Securities” means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of indebtedness, as the case
may be, of any series authenticated and delivered from time to time under this
Indenture.


 


“Security Register” shall have the meaning specified in
Section 305.


 


“Security Registrar” means the Person who keeps the Security Register
specified in Section 305.  The
Company initially appoints the Trustee to act as Security Registrar for the
Securities on its behalf.  The Company may
at any time and from time to time authorize any Person, including the Company,
to act as Security Registrar in place of the Trustee with respect to any series
of Securities issued under this Indenture.


 


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


 


7

















 


“Special Record Date” for the payment of any Defaulted Interest (as
defined in Section 307) means a date fixed by the Trustee pursuant to
Section 307.


 


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


 


“Subsidiary” of any corporation means a corporation, a majority of
whose Capital Stock with voting power (other than Capital Stock having such
power only by reason of the happening of a contingency) to elect a majority of
the directors of such corporation is, at the date of determination, directly or
indirectly owned by such corporation, by one or more Subsidiaries of such
corporation or by such corporation and one or more Subsidiaries of such
corporation.


 


“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, and as in force at the
date as of which this instrument was executed except as provided in
Section 905.


 


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


 


“U.S. Government Obligations” shall have the meaning specified in
Section 403.


 


“Value” means, with respect to a Sale and Leaseback Transaction, as of
any particular time, an amount equal to the greater of (i) the net proceeds of
the sale or transfer of the property leased pursuant to such Sale and Leaseback
Transaction or (ii) the fair value, as determined by the Company, of such
property at the time of entering into such Sale and Leaseback Transaction, in
either case divided by the number of full years of the term of the lease and
then multiplied by the number of full years of such term remaining at the time
of determination, without regard to any renewal or extension options contained
in the lease.


 


“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”, including, without
limitation, an assistant vice president.


 


Section 1.12.  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 Officers’ Certificate
stating that all conditions precedent, if any (including any covenants
compliance with which constitutes a condition precedent), provided for in this
Indenture relating to the proposed action have been complied with and an
opinion of Counsel stating that in the opinion of such Counsel all such
conditions precedent, if any (including any covenants compliance with which
constitutes a condition precedent), 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.


 


8

















 


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


 


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


 


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


 


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


 


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


 


Section 1.13.  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 may
certify or give an opinion as to the other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.


 


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


 


9

















 


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


 


Section 1.14.  Acts of Securityholders.


 


(a)                                  Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Securityholders or Securityholders of
any series may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Securityholders in person or by an
agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee, and, where it is hereby expressly
required, to the Company.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Securityholders
signing such instrument or instruments. 
Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject
to Section 601) conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Section.


 


(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 to such execution or by the certificate of any
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 an officer of a corporation or a member of a
partnership, on behalf of such corporation or partnership, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of
the person executing the same, may also be proved in any other manner which the
Trustee deems sufficient.


 


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


 


(d)                                 If the Company shall
solicit from the Holders any request, demand, authorization, direction, notice,
consent, waiver or other action, the Company may, at its option, by 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 action, but the Company shall have no obligation to do
so.  Such record date shall be not more
than 30 days prior to the date of its determination.  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Holders of record at the close of
business on the record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Securities
Outstanding have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the Securities Outstanding shall be computed as of the record date;
provided that no such authorization, agreement or consent by the Holders on the
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date, and that no such authorization, agreement or consent may be amended,
withdrawn or revoked once given by a Holder, unless the Company shall provide
for such amendment, withdrawal or revocation in conjunction with such
solicitation of authorizations, agreements or consents or unless and to the
extent required by applicable law.


 


10

















 


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


 


Section 1.15.  Notices, etc., to Trustee and Company.  Any request, demand, authorization,
direction, notice, consent, waiver or Act of Securityholders or other document
provided or permitted by this Indenture to be made upon, given or furnished to,
or filed with,


 


(1)                                  the Trustee by any
Securityholder 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 Trustee
Administration, or


 


(2)                                  the Company by the
Trustee or by any Securityholder shall be sufficient for every purpose
hereunder (except as provided in Section 501(4) or, in the case of a
request for repayment, as specified in the Security carrying the right to
repayment) if in writing and mailed, first-class postage prepaid, to the
Company addressed to it at the address of its principal office specified in the
first paragraph of this instrument, Attention: General Counsel, or at any other
address previously furnished in writing to the Trustee by the Company.


 


Section 1.16.  Notices to Securityholders;
Waiver.  Where this Indenture or any
Security provides for notice to Securityholders of any event, such notice shall
be sufficiently given (unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first-class postage prepaid, to each
Securityholder 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 Securityholders
is given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Securityholder shall affect the
sufficiency of such notice with respect to other Securityholders.  Where this Indenture or any Security
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 Securityholders 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.


 


11

















 


In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or otherwise, it shall be impractical to mail
notice of any event to any Securityholder when such notice is required to be
given pursuant to any provision of this Indenture, then any method of
notification as shall be satisfactory to the Trustee and the Company shall be deemed
to be a sufficient giving of such notice.


 


Section 1.17.  Conflict with Trust Indenture
Act.  If any provision hereof limits,
qualifies or conflicts with the duties imposed by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act through operation of Section 318(c)
thereof, such imposed duties shall control.


 


Section 1.18.  Effect of Headings and Table of
Contents.  The Article and
Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.


 


Section 1.19.  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 1.110.  Separability Clause.  In case any provision in this Indenture or
in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


 


Section 1.111.  Benefits of Indenture.  Nothing in this Indenture or in any
Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, any Authenticating Agent or
Paying Agent, the Security Registrar and the Holders of Securities (or such of
them as may be affected thereby), any benefit or any legal or equitable right,
remedy or claim under this Indenture.


 


Section 1.112.  Governing Law.  This Indenture and the Securities shall be construed in
accordance with and governed by the laws of the State of New York, without
regard to conflicts of laws principles thereof.


 


Section 1.113.  Counterparts.  This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.


 


ARTICLE 2.  Security Forms.


 


Section 2.11.  Forms Generally.  The Securities shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon, as may be required to comply
with the rules of any securities exchange, or as may, consistently herewith, be
determined by the officer executing such Securities, as evidenced by such
officer’s execution of the Securities. 
Any portion of the text of any Security may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Security.


 


12

















 


The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods on steel engraved borders or may
be produced in any other manner, all as determined by the officer executing such
Securities, as evidenced by such officer’s execution of such Securities,
subject, with respect to the Securities of any series, to the rules of any
securities exchange on which such Securities are listed.


 


Section 2.12.  Forms of Securities.  Each Security shall be in one of the forms
approved from time to time by or pursuant to a Board Resolution, or established
in one or more indentures supplemental hereto. 
Prior to the delivery of a Security to the Trustee for authentication in
any form approved by or pursuant to a Board Resolution, the Company shall
deliver to the Trustee the Board Resolution by or pursuant to which such form
of Security has been approved, which Board Resolution shall have attached
thereto a true and correct copy of the form of Security which has been approved
thereby or, if a Board Resolution authorizes a specific officer or officers to
approve a form of Security, a certificate of such officer or officers approving
the form of Security attached thereto. 
Any form of Security approved by or pursuant to a Board Resolution must
be acceptable as to form to the Trustee, such acceptance to be evidenced by the
Trustee’s authentication of Securities in that form.


 


13

















 


Section 2.13.  Form of Trustee’s Certificate of
Authentication.  The form of Trustee’s
Certificate of Authentication for any Security issued pursuant to this
Indenture shall be substantially as follows:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as Trustee,

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


Section 2.14.  Securities Issuable in the
Form of a Global Security.


 


(a)                                  If the Company shall
establish pursuant to Sections 202 and 301 that the Securities of a particular
series are to be issued in whole or in part in the form of one or more Global
Securities, then the Company shall execute and the Trustee or its agent shall,
in accordance with Section 303 and the Company Order delivered to the
Trustee or its agent thereunder, authenticate and make available for delivery,
such Global Security or Securities, which (i) shall represent, and shall be
denominated in an amount equal to the aggregate principal amount of, the
Outstanding Securities of such series to be represented by such Global Security
or Securities, or such portion thereof as the Company shall specify in a
Company Order, (ii) shall be registered in the name of the Depositary for such
Global Security or Securities or its nominee, (iii) shall be delivered by the
Trustee or its agent to the Depositary or pursuant to the Depositary’s
instruction and (iv) shall bear a legend substantially to the following effect:
“Unless this certificate is presented by an authorized representative of the
Depositary to Issuer or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of the nominee of
the Depositary or in such other name as is requested by an authorized
representative of the Depositary (and any payment is made to the nominee of the
Depositary or to such other entity as is requested by an authorized
representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, the nominee of the Depositary, has an interest
herein.”


 


(b)                                 Notwithstanding any
other provision of this Section 204 or of Section 305, and subject to
the provisions of paragraph (c) below, unless the terms of a Global Security
expressly permit such Global Security to be exchanged in whole or in part for
individual Securities, a Global Security may be transferred, in whole but not
in part and in the manner provided in Section 305, only to a nominee of
the Depositary for such Global Security, or to the Depositary, or a successor
Depositary for such Global Security selected or approved by the Company, or to
a nominee of such successor Depositary.


 


14

















 


(c)


 


(i)                                     If at any time the
Depositary for a Global Security notifies the Company that it is unwilling or
unable to continue as Depositary for such Global Security or if at any time the
Depositary for the Securities for such series shall no longer be eligible or in
good standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, the Company shall appoint a successor
Depositary with respect to such Global Security.  If a successor Depositary for such Global Security is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company will execute, and the
Trustee or its agent, upon receipt of a Company Request for the authentication
and delivery of individual Securities of such series in exchange for such
Global Security, will authenticate and make available for delivery individual
Securities of such series of like tenor and terms in an aggregate principal
amount equal to the principal amount of the Global Security in exchange for
such Global Security.


 


(ii)                                  The Company may at
any time and in its sole discretion determine that the Securities of any series
or portion thereof issued or issuable in the form of one or more Global
Securities shall no longer be represented by such Global Security or
Securities.  In such event the Company
will execute, and the Trustee, upon receipt of a Company Request for the
authentication and delivery of individual Securities of such series in exchange
in whole or in part for such Global Security, will authenticate and make
available for delivery individual Securities of such series of like tenor and
terms in definitive form in an aggregate principal amount equal to the
principal amount of such Global Security or Securities representing such series
or portion thereof in exchange for such Global Security or Securities.


 


(iii)                               If specified by the
Company pursuant to Sections 202 and 301 with respect to Securities issued or
issuable in the form of a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
individual Securities of such series of like tenor and terms in definitive form
on such terms as are acceptable to the Company and such Depositary.  Thereupon the Company shall execute, and the
Trustee or its agent shall authenticate and make available for delivery,
without service charge, (1) to each Person specified by such Depositary a new
Security or Securities of the same series of like tenor and terms and of any
authorized denomination as requested by such Person in aggregate principal
amount equal to and in exchange for such Person’s beneficial interest as
specified by such Depositary in the Global Security; and (2) to such Depositary
a new Global Security of like tenor and terms and in an authorized denomination
equal to the difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount of Securities
delivered to Holders thereof.


 


15

















 


(iv)                              In any exchange provided
for in any of the preceding three paragraphs, the Company will execute and the
Trustee or its agent will authenticate and make available for delivery
individual Securities in definitive registered form in authorized
denominations.  Upon the exchange of the
entire principal amount of a Global Security for individual Securities, such
Global Security shall be canceled by the Trustee or its agent.  Except as provided in the preceding
paragraph, Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or the Security Registrar.  The Trustee shall deliver at its Corporate Trust Office such
Securities to the Persons in whose names such Securities are so registered.


 


ARTICLE 3.  The Securities.


 


Section 3.11.  General Title; General Limitations;
Issuable in Series; Terms of Particular Series.  The aggregate principal amount of Securities which may be
authenticated and delivered and Outstanding under this Indenture is not
limited.


 


The Securities may be issued in one or more series up to an aggregate
principal amount of Securities as from time to time may be authorized by the
Board of Directors.  All Securities of
each series under this Indenture shall in all respects be equally and ratably
entitled to the benefits hereof with respect to such series without preference,
priority or distinction on account of the actual time of the authentication and
delivery or Stated Maturity of the Securities of such series.


 


Each series of Securities shall be created either by or pursuant to a
Board Resolution or by an indenture supplemental hereto.  The Securities of each such series may bear
such date or dates, be payable at such place or places, have such Stated
Maturity or Maturities, be issuable at such premium over or discount from their
face value, bear interest at such rate or rates, from such date or dates,
payable in such installments and on such dates and at such place or places to
the Holders of Securities registered as such on such Regular Record Dates, or
may bear no interest, and may be redeemable or repayable at such Redemption
Price or Prices or Repayment Price or Prices, as the case may be, whether at
the option of the Holder or otherwise, and upon such terms, all as shall be
provided for in or pursuant to the Board Resolution or in the supplemental
indenture creating that series.  There
may also be established in or pursuant to a Board Resolution or in a
supplemental indenture prior to the issuance of Securities of each such series,
provision for:


 


(1)                                  the exchange or
conversion of the Securities of that series, at the option of the Holders
thereof, for or into new Securities of a different series or other securities
except shares of capital stock of the Company or any subsidiary of the Company
or securities directly or indirectly convertible into or exchangeable for any
such shares;


 


16

















 


(2)                                  a sinking or purchase
fund or other analogous obligation;


 


(3)                                  a limitation on the
aggregate principal amount of the Securities of that series;


 


(4)                                  the exchange or
conversion of Securities of that series, at the option of the Holders thereof,
for or into other Securities of a different series or other securities;


 


(5)                                  the appointment by
the Trustee of an Authenticating Agent in one or more places other than the
location of the office of the Trustee with power to act on behalf of the
Trustee and subject to its direction in the authentication and delivery of the
Securities of any one or more series in connection with such transactions as
shall be specified in the provisions of this Indenture or in or pursuant to the
Board Resolution or the supplemental indenture creating such series;


 


(6)                                  the portion of the
principal amount of Securities of the series, if other than the principal
amount thereof, which shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502 or provable in bankruptcy
pursuant to Section 504;


 


(7)                                  any Event of Default
with respect to the Securities of such series, if not set forth herein, and any
additions, deletions or other changes to the Events of Default set forth herein
that shall be applicable to the Securities of such series;


 


(8)                                  any covenant solely
for the benefit of the Securities of such series and any additions, deletions
or other changes to the provisions of Sections 1006 and 1007 that shall be
applicable to the Securities of that series;


 


(9)                                  the inapplicability
of Section 403 of this Indenture to the Securities of such series and any
covenant with respect to Section 403(b) established in or pursuant to a
Board Resolution or in a supplemental indenture as described above that has not
already been established herein;


 


(10)                            if the Securities of the
series shall be issued in whole or in part in the form of a Global Security or
Securities, the terms and conditions, if any, upon which such Global Security
or Securities may be exchanged in whole or in part for other individual
Securities; and the Depositary for such Global Security or Securities; and


 


(11)                            any other terms of the
series, all upon such terms as may be determined in or pursuant to a Board
Resolution or in a supplemental indenture with respect to such series.  All Securities of the same series shall be
substantially identical in tenor and effect except as to denomination and
except if issued pursuant to Section 311.


 


17

















 


The form of the Securities of each series shall be established pursuant
to the provisions of this Indenture in or pursuant to the Board Resolution or
in the supplemental indenture creating such series.  The Securities of each series shall be distinguished from the
Securities of each other series in such manner, reasonably satisfactory to the
Trustee, as the Board of Directors may determine.


 


Unless otherwise provided with respect to Securities of a particular
series, the Securities of any series may only be issuable in registered form,
without coupons.


 


Any terms or provisions in respect of the Securities of any series
issued under this Indenture may be determined pursuant to this Section by
providing for the method by which such terms or provisions shall be determined.


 


Section 3.12.  Denominations.  The Securities of each series shall be
issuable in such denominations as shall be provided in the provisions of this
Indenture or in or pursuant to the Board Resolution or the supplemental
indenture creating such series.  In the
absence of any such provisions with respect to the Securities of any series,
the Securities of that series shall be issuable only in fully registered form
in denominations of $1,000 and any integral multiple thereof.


 


Section 3.13.  Execution, Authentication and Delivery and
Dating.  The Securities shall be
executed on behalf of the Company by its Chairman of the Board, its Vice
Chairman, its President or one of its Vice Presidents.  The signature of any of these officers on
the Securities may be manual or facsimile.


 


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


 


At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication; and the Trustee shall, upon Company Order,
authenticate and make available for delivery such Securities as in this Indenture
provided and not otherwise.


 


Prior to any such authentication and delivery, the Trustee shall be
entitled to receive, in addition to any Officers’ Certificate and Opinion of
Counsel required to be furnished to the Trustee pursuant to Section 102, and
the Board Resolution and any certificate relating to the issuance of the series
of Securities required to be furnished pursuant to Section 202, an Opinion
of Counsel stating that:


 


18

















 


(1)                                  all instruments
furnished to the Trustee conform to the requirements of the Indenture and
constitute sufficient authority hereunder for the Trustee to authenticate and
deliver such Securities;


 


(2)                                  the form and terms of
such Securities have been established in conformity with the provisions of this
Indenture;


 


(3)                                  such Securities, when
completed by appropriate insertions and executed by the Company and delivered
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 legal, valid and binding
obligations of the Company enforceable in accordance with their terms (subject,
as to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws and legal principles affecting creditors’
rights generally from time to time in effect and to general equitable
principles, whether applied in an action at law or in equity); and


 


(4)                                  the Indenture is
qualified under the Trust Indenture Act; and, if the authentication and
delivery relates to a new series of Securities created by an indenture
supplemental hereto, also stating that the Company has corporate power to
execute and deliver any such supplemental indenture and has taken all necessary
corporate action for those purposes and any such supplemental indenture has
been executed and delivered and constitutes the legal, valid and binding obligation
of the Company enforceable in accordance with its terms (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium or other laws and legal principles affecting creditors’ rights
generally from time to time in effect and to general equitable principles,
whether applied in an action at law or in equity) and, if the authentication
and delivery relates to Securities of a series issued pursuant to
Section 311, paragraphs (2) and (3) of the foregoing opinion shall read as
follows:


 


“(2) 
the form of such Securities and the procedures for determining the terms
of such Securities as set forth in the procedures relating thereto referred to
in Section 311 have been established in conformity with the provisions of this
Indenture; and


 


(3) 
such Securities, when completed by appropriate insertions and executed
by the Company and delivered to the Trustee for authentication in accordance
with this Indenture, authenticated and delivered by the Trustee in accordance
with this Indenture and issued, delivered and paid for in accordance with the
applicable selling agency or distribution agreement, will have been duly issued
under the Indenture and will constitute the legal, valid and binding
obligations of the Company enforceable in accordance with their terms (subject,
as to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws and legal principles affecting creditors’
rights generally from time to time in effect and to general equitable
principles, whether applied in an action at law or in equity).”


 


19

















 


The Trustee shall not be required to authenticate such Securities if
the issue thereof will adversely affect the Trustee’s own rights, duties or
immunities under the Securities and this Indenture.


 


Unless otherwise provided in the form of Security for any series, all
Securities shall be dated the date of their authentication.


 


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


 


Section 3.14.  Temporary Securities.  Pending the preparation of definitive
Securities of any series, the Company may execute, and, upon receipt of the
documents required by Section 303, together with a Company Order, the
Trustee shall authenticate and make available for delivery, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.


 


If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay.  After the preparation of
definitive Securities, 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, without charge to the Holder; and upon surrender for
cancellation of any one or more temporary Securities the Company shall execute
and the Trustee shall authenticate and make available for delivery in exchange
therefor a like principal amount of definitive Securities of such series of
authorized denominations and of like tenor and terms.  Until so exchanged the temporary Securities of such series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.


 


Section 3.15.  Registration, Transfer and
Exchange.  The Company shall keep or
cause to be kept a register or registers (herein sometimes referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities, or of
Securities of a particular series, and for transfers of Securities or of
Securities of such series.  Any such
register shall be in written form or in any other form capable of being
converted into written form within a reasonable time.  At all reasonable times the information contained in such
register or registers shall be available for inspection by the Trustee at the
office or agency to be maintained by the Company as provided in
Section 1002.  There shall be only
one Security Register per series of Securities.


 


20

















 


Subject to Section 204, upon surrender
for transfer of any Security of any series at the office or agency of the
Company in a Place of Payment, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, in the name of the designated
transferee or transferees, one or more new Securities of such series of any
authorized denominations, of a like aggregate principal amount and Stated
Maturity and of like tenor and terms.


 


Subject to Section 204, at the option of
the Holder, Securities of any series may be exchanged for other Securities of
such series of any authorized denominations, of a like aggregate principal
amount and Stated Maturity and of like tenor and terms, upon surrender of the
Securities to be exchanged at such office or agency.  Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Securityholder making the exchange is
entitled to receive.


 


All Securities issued upon any 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 transfer or exchange.


 


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


 


Unless otherwise provided in the Security to be transferred or
exchanged, no service charge shall be made on any Securityholder for any
transfer or exchange of Securities, but the Company may (unless otherwise
provided in such Security) require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any
transfer or exchange of Securities, other than exchanges pursuant to
Section 304 or 906 not involving any transfer.


 


The Company shall not be required (i) to issue, transfer or exchange
any Security of any series during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Securities
of such series selected for redemption under Section 1103 and ending at
the close of business on the date of such mailing, or (ii) to transfer or
exchange any Security so selected for redemption in whole or in part.


 


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


 


21

















 


Section 3.16.  Mutilated, Destroyed, Lost and Stolen
Securities. If (i) any mutilated Security is surrendered to the Trustee, or the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and (ii) there is delivered to the
Company and the Trustee such security or indemnity as may be required by them
to save each of them harmless, then, in the absence of notice to the Company or
the Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon its request the Trustee shall authenticate and
make available for delivery, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Security, a new Security of like tenor, series,
stated maturity and principal amount, bearing a number not contemporaneously
outstanding.


 


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


 


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


 


Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of the same series duly issued hereunder.


 


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


 


Section 3.17.  Payment of Interest;  Interest Rights Preserved.  Unless otherwise provided with respect to
such Security pursuant to Section 301, interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest.  Any
interest on any Security which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the registered Holder on the relevant
Regular Record Date by virtue of his having been such Holder; and, except as
hereinafter provided, such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in Clause (1)


or Clause (2) below:


 


22

















 


(1)                                  The Company may elect
to make payment of any Defaulted Interest to the Persons in whose names any
such Securities (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 such
Security and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfac- tory to the Trustee for such deposit prior to the date
of the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided.  Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 nor less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment.  The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first class postage prepaid, to the Holder of each such Security at his
address as it appears in the Security Register, not less than 10 days prior to
such Special Record Date.  Notice of the
proposed payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such Defaulted Interest shall be paid
to the Persons in whose names such Securities (or their respective Predecessor
Securities) are registered on such Special Record Date and shall no longer be
payable pursuant to the following Clause (2).


 


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


 


Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon 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 3.18.  Persons Deemed Owners.  The Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of receiving payment
of principal of (and premium, if any), and (subject to Section 307)
interest on, such Security and for all other purposes whatsoever, whether or
not such Security be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the
contrary.


 


23

















 


Section 3.19.  Cancellation.  All Securities surrendered for payment, redemption, transfer, or
exchange or credit against a sinking fund shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and, if not already
canceled, shall be promptly canceled 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 all Securities so delivered
shall be promptly canceled by the Trustee. 
No Security shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture.  The Trustee shall
deliver all canceled Securities to the Company.


 


Section 3.110.  Computation of Interest.  Unless otherwise provided as contemplated in
Section 301, interest on the Securities shall be calculated on the basis
of a 360-day year of twelve 30-day months.


 


Section 3.111.  Medium-Term.  Notwithstanding any contrary provision herein, if all Securities
of a series are not to be originally issued at one time, it shall not be
necessary for the Company to deliver to the Trustee an Officers’ Certificate,
Board Resolution, supplemental indenture, Opinion of Counsel or Company Order
otherwise required pursuant to Sections 102, 202, 301 and 303 at or prior to
the time of authentication of each Security of such series if such documents
are delivered to the Trustee or its agent at or prior to the authentication
upon original issuance of the first Security of such series to be issued;
provided that any subsequent request by the Company to the Trustee to
authenticate Securities of such series upon original issuance shall constitute
a representation and warranty by the Company that as of the date of such
request, the statements made in the Officers’ Certificate or other certificates
delivered pursuant to Sections 102 and 202 shall be true and correct as if made
on such date.


 


A Company Order, Officers’ 
Certificate or Board Resolution or supplemental indenture delivered by
the Company to the Trustee in the circumstances set forth in the preceding paragraph
may provide that Securities which are the subject thereof will be authenticated
and delivered by the Trustee or its agent on original issue from time to time
in the aggregate principal amount established for such series pursuant to such
procedures acceptable to the Trustee as may be specified from time to time by
Company Order upon the telephonic, electronic or written order of persons
designated in such Company Order, Officers’ Certificate, supplemental indenture
or Board Resolution (any such telephonic or electronic instructions to be
promptly confirmed in writing by such persons) and that such persons are
authorized to determine, consistent with such Company Order, Officers’
Certificate, supplemental indenture or Board Resolution, such terms and conditions
of said Securities as are specified in such Company Order, Officers’
Certificate, supplemental indenture or Board Resolution.


 


Section 3.112.  CUSIP Numbers.  The Company in issuing the Securities may use “CUSIP” numbers (if
then generally in use), and, if so, the Trustee shall use “CUSIP” numbers 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.


 


24

















 


ARTICLE 4.  Satisfaction and Discharge.


 


Section 4.11.  Satisfaction and Discharge
of Indenture.  This Indenture shall
cease to be of further effect with respect to any series of Securities (except
as to any surviving rights of conversion or transfer or exchange of Securities
of such series expressly provided for herein or in the form of Security for
such series), and the Trustee, on demand of and 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 that
series theretofore authenticated and delivered (other than (i) Securities of
such series which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306, and (ii) Securities of such
series for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 1003) have
been delivered to the Trustee canceled or for cancellation; or


 


(B)                                all such Securities of
that series not theretofore canceled or delivered to the Trustee for
cancellation


 


(i)                                     have become due
and payable, or


 


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


 


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


 


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


 


25

















 


(2)                                  the Company has paid
or caused to be paid all other sums payable hereunder by the Company with
respect to the Securities of such series; and


 


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


 


Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee with respect to that series under Section 607 shall survive and
the obliga- tions of the Trustee under Sections 402 and 1003 shall survive.


 


Section 4.12.  Application of Trust Money.  All money and U.S. Government Obligations
(as defined below) deposited with the Trustee pursuant to Section 401 or
Section 403 shall be held in trust and the deposited money and the money
from the U.S. Government Obligations shall be applied by it, in accordance with
the provisions of the series of Securities in respect of which it was deposited
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money or U.S. Government Obligations
has been deposited with the Trustee; but such money and U.S. Government
Obligations need not be segregated from other funds except to the extent required
by law.  Any money received from
principal or interest payments on any U.S. Government Obligations in excess of
the amount needed or to be needed to pay the Securities with respect to which
such U.S. Government Obligations were deposited as provided in
Section 4.01 or 4.03 shall be paid over to the Company upon receipt of a
Company Request together with the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee to the effect that such money is in excess of the
amount needed or to be needed to pay such Securities.


 


Section 4.13.  Defeasance Upon Deposit of Funds or
Government Obligations.  Unless pursuant
to Section 301 provision is made that this Section shall not be
applicable to the Securities of any series, at the Company’s option, either (a)
the Company shall be deemed to have been Discharged (as defined below) from its
obligations with respect to any series of Securities after the applicable
conditions set forth below have been satisfied or (b) the Company shall cease
to be under any obligation to comply with any term, provision or condition set
forth in, at the election of the Company, any or all of Sections 1006, 1007 and
subsection (5) of Section 501 (and any other Sections applicable to
such Securities that are determined pursuant to Section 301 to be subject
to this provision) with respect to any series of Securities at any time after
the applicable conditions set forth below have been satisfied:


 


26

















 


(1)                                  the Company shall
have deposited or caused to be deposited irrevocably with the Trustee as trust
funds in trust, specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of the Securities of such series (i) money in an
amount, or (ii) the equivalent in direct obligations of, or obligations the
principal of and interest on which are fully guaranteed by, the United States
of America (“U.S. Government Obligations”) which through the payment of
interest and principal in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an
amount, or (iii) a combination of (i) and (ii), sufficient, in the opinion
(with respect to (ii) and (iii)) of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge each installment of principal (including
mandatory sinking fund payments) and any premium of, interest on and any
repurchase obligations with respect to the outstanding Securities of such
series on the dates such installments of interest or principal or repurchase
obligations are due;


 


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


 


(3)                                  the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that Holders
of the Securities of such series will not recognize income, gain or loss for
Federal income tax purposes as a result of the Company’s exercise of its option
under this Section 403 and will be subject to Federal income tax on the
same amount and in the same manner and at the same times as would have been the
case if such option had not been exercised, and, in the case of Securities
being Discharged, such opinion shall be based upon at least one of the
following authorities (issued, enacted or promulgated after the date of this
Indenture), substantially on point and to the foregoing effect: (i) a public
ruling of the Internal Revenue service, (ii) a private ruling of the Internal
Revenue Service issued to the Company with respect to the securities, (iii) a
provision of the Internal Revenue Code, or (iv) a final regulation promulgated
by the Department of the Treasury.


 


“Discharged” means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities of such series and to have satisfied all the obligations under this
Indenture relating to the Securities of such series (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of Holders of Securities to receive, from the
trust fund described in clause (1) above, payment of the principal and any
premium of and any interest on such Securities when such payments are due; (B)
the Company’s obligations with respect to such Securities under Sections 305,
306, 402, 1002 and 1003; and (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder.


 


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


 


27

















 


ARTICLE 5.  Remedies.


 


Section 5.11.  Events of Default.  “Event of Default”, wherever used herein, means with respect to
any series of Securities any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or governmental
body), unless such event is either inapplicable to a particular series or it is
specifically deleted or modified in or pursuant to the supplemental indenture
or Board Resolution creating such series of Securities or in the form of
Security for such series:


 


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


 


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


 


(3)                                  default in the
payment of any sinking or purchase fund or analogous obligation when the same
becomes due by the terms of the Securities of such series; or


 


(4)                                  default in the
performance, or breach, of any covenant, warranty or agreement of the Company
in this Indenture in respect of the Securities of such series (other than a
covenant, warranty or agreement in respect of the Securities of such series a
default in the performance of which or the breach of which is elsewhere in this
Section specifically dealt with), all of such covenants, warranties and
agreements in the Indenture which are not expressly stated to be for the
benefit of a particular series of Securities being deemed in respect of the Securities
of all series for this purpose, and continuance of such default or breach for a
period of 90 days after receipt by the Company from the Trustee or by the
Company and the Trustee from the Holders of at least 25% in principal amount of
the Outstanding Securities of such series, a written notice, by registered or
certified mail, specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder; or


 


(5)                                  a default under any
bond, debenture, note or other evidence of indebtedness for money borrowed by
the Company or any Restricted Subsidiary (other than the Securities), or under
any mortgage, indenture or instrument under which there may be secured or
evidenced any indebtedness for money borrowed by the Company or any Restricted
Subsidiary (other than the Securities), whether such indebtedness now exists or
shall hereafter be created, which default shall have resulted in indebtedness
in excess of $15,000,000 becoming due and payable prior to the date on which it
would otherwise have become due and payable, without such indebtedness having
been discharged or such acceleration having been rescinded, annulled or stayed
within 30 days after the date on which written notice thereof is given to the
Company by the Trustee or to the Company and the Trustee by Holders of at least
25% in principal amount of the Securities then outstanding hereunder; or


 


28

















 


(6)                                  the entry of an order
for relief against the Company under the Federal Bankruptcy Act by a court
having jurisdiction in the premises or a decree or order by a court having
jurisdiction in the premises adjudging the Company a bankrupt or insolvent
under any other applicable Federal or State law, or the entry of a decree or
order 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 Federal or State 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


 


(7)                                  the consent by the
Company 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 a general 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


 


(8)                                  any other Event of
Default provided in or pursuant to the supplemental indenture or Board
Resolution under which such series of Securities is issued or in the form of
Security for such series.


 


Section 5.12.  Acceleration of Maturity; Rescission and
Annulment.  If an Event of Default
described in paragraph (1), (2), (3), (4) or (8) (if the Event of Default under
paragraph (4) or (8) is with respect to less than all series of Securities then
outstanding) of Section 501 occurs and is continuing with respect to any
series, then and in each and every such case, unless the principal of all the
Securities of such series shall have already become due and payable, either the
Trustee or the Holders of not less than 25% in aggregate principal amount of
the Securities of such series then Outstanding hereunder (each such series
acting as a separate class), by notice in writing to the Company (and to the
Trustee if given by Holders), may declare the principal amount (or, if the
Securities of such series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
the Securities of such series and all accrued interest thereon to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the
Securities of such series contained to the contrary notwithstanding.  If an Event of Default described in
paragraph (4) or (8) (if the Event of Default under paragraph (4) or (8) is
with respect to all series of Securities then Outstanding), (5), (6) or (7) of
Section 501 occurs and is continuing, then and in each and every such
case, unless the principal of all the Securities shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of all the Securities then Outstanding hereunder
(treated as one class), by notice in writing to the Company (and to the Trustee
if given by Holders), may declare the principal amount (or, if any Securities
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms thereof) of all the Securities then Outstanding
and all accrued interest thereon to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Securities contained to the
contrary notwithstanding.


 


29






















 


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


 


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


 


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


 


(B)           the principal of
(and premium, if any, on) any Securities of such series which have become due
otherwise than by such declaration of acceleration, and interest thereon at the
rate or rates prescribed therefor by the terms of the Securities of such
series, to the extent that payment of such interest is lawful,


 


(C)           interest upon
overdue installments of interest at the rate or rates prescribed therefor by
the terms of the Securities of such series to the extent that payment of such
interest is lawful, 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 all other
amounts due the Trustee under Section 607;


 


and


 


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


 


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


 


Section 5.13.  Collection of Indebtedness and Suits for
Enforcement by Trustee.  The Company
covenants that if


 


(1)           default is made in
the payment of any installment of interest on any Security of any series when
such interest becomes due and payable, or


 


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


 


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


 


and any such
default continues for any period of grace provided with respect to the
Securities of such series, the Company will, upon demand of the Trustee, pay to
it, for the benefit of the Holder of any such Security (or the Holders of any
such series in the case of Clause (3) above), the whole amount then due and
payable on any such Security (or on the Securities of any such series in the
case of Clause (3) above) for principal (and premium, if any) and interest,
with interest, to the extent that payment of such interest shall be legally
enforceable, upon the overdue principal (and premium, if any) and upon overdue
install- ments of interest, at such rate or rates as may be prescribed therefor
by the terms of any such Security (or of Securities of any such series in the
case of Clause (3) above); 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 and all other amounts due the Trustee under
Section 607.


 


If the Company
fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding
for the collection of the sums so due and unpaid, and may prosecute such
proceeding to judgment or final decree, and may enforce the same against the
Company or any other obligor upon the Securities of such series and collect the
money 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 any series of Securities 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 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.


 


31
















 


Section 5.14.  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 irre- spective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceedings
or otherwise,


 


(i)            to file and prove a
claim for the whole amount of principal (and premium, if any) and interest
owing and unpaid in respect of the Securities and to file such other papers or
documents as may be necessary and 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 all other amounts due
the Trustee under Section 607) and of the Securityholders 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 receiver, assignee,
trustee, liquidator, sequestrator (or other similar official) in any such
judicial proceeding is hereby authorized by each Securityholder to make such
payment to the Trustee and in the event that the Trustee shall consent to the
making of such payments directly to the Securityholders, to pay to the Trustee
any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 607.


 


Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Securityholder 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 Securityholder in any such proceeding.


 


Section 5.15.  Trustee May Enforce Claims Without Possession
of Securities.  All rights of action and
claims under this Indenture or the Securities of any series may be prosecuted
and enforced by the Trustee without the possession of any of the Securities of
such series or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel and any other
amounts due the Trustee under Section 607, be for the ratable benefit of the
Holders of the Securities of the series in respect of which such judgment has
been recovered.


 


32
















 


Section 5.16.  Application of Money Collected.  Any money collected by the Trustee with
respect to a series of Securities 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, upon presentation of the Securities of such series and the notation
thereon of the payment if only partially paid and upon surrender thereof if fully
paid:


 


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


 


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


 


THIRD:     If any, to the
Company.


 


Section 5.17.  Limitation on Suits.  No Holder of any Security of any series shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless


 


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


 


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


 


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


 


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


 


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


 


it being understood and
intended that no one or more Holders of Securities of such series 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 such series, or to obtain or to seek to obtain priority
or preference over any other such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and
proportionate benefit of all the Holders of all Securities of such series.


 


33
















 


Section 5.18.  Unconditional Right of Securityholders To
Receive Principal, Premium and Interest. 
Notwithstanding any other provisions in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption or repayment, on the
Redemption Date or Repayment Date, as the case may be) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder.


 


Section 5.19.  Restoration of Rights and Remedies.  If the Trustee or any Securityholder has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, then and
in every such case the Company, the Trustee and the Securityholders shall,
subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and the Securityholders shall continue as though no
such proceeding had been instituted.


 


Section 5.110.  Rights and Remedies Cumulative.  No right or remedy herein conferred upon or
reserved to the Trustee or to the Securityholders 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
(except as provided in the last sentence of Section 306).  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 5.111.  Delay or Omission Not Waiver.  No delay or omission of the Trustee or of any
Holder of any Security to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein.  Every right and remedy given by this Article
or by law to the Trustee or to the Securityholders may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee or by the
Securityholders, as the case may be.


 


Section 5.112.  Control by Securityholders.  The Holders of a majority in principal amount
of the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Securities of such series, provided that


 


(1)           the Trustee shall
have the right to decline to follow any such direction if the Trustee, being
advised by counsel, determines that the action so directed may not lawfully be
taken or would conflict with this Indenture or if the Trustee in good faith
shall, by a Responsible Officer, determine that the proceedings so directed
would involve it in personal liability or be unjustly prejudicial to the
Holders not taking part in such direction, and


 


34
















 


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


 


Section 5.113.  Waiver of Past Defaults.  The Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except a default
not theretofore cured


 


(1)           in the payment of
the principal of (or premium, if any) or interest on any Security of such
series, or in the payment of any sinking or purchase fund or analogous
obligation with respect to the Securities of such series, or


 


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


 


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


 


Section 5.114.  Undertaking for Costs.  All parties to this Indenture agree, and each
Holder of any Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made
by such party litigant; but the provisions of this Section shall not apply to
any suit instituted by the Trustee, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption or
repayment, on or after the Redemption Date or Repayment Date, as the case may
be).


 


ARTICLE 6. 
The Trustee.


 


Section 6.11.  Certain Duties and Responsibilities.


 


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


 


35
















 


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


 


(2)           in the absence of
bad faith on its part, the Trustee may, with respect to Securities of such
series conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture, but in the
case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein).


 


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


 


(c)           No provision of this
Indenture shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that


 


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


 


(2)           the Trustee shall
not be liable for any error of judgment made in good faith by a Responsible
Officer, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;


 


(3)           the Trustee shall
not be liable with respect to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Securities of any series relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture with respect to the Securities of such series; and


 


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


 


36
















 


(d)           Whether or not
therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.


 


Section 6.12.  Notice of Defaults.  Within 90 days after the occurrence of any
default hereunder with respect to Securities of any series, the Trustee shall
transmit by mail to all Securityholders of such series, as their names and
addresses appear in the Security Register, notice of such default hereunder
actually 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 on any Security of such
series or in the payment of any sinking or purchase fund installment or
analogous obligation 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 interests of the Securityholders of such
series; 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 Securityholders of such series shall be given until at least 90 days
after the occurrence thereof.  For the
purpose of this Section, the term "default", with respect to
Securities of any series, means any event which is, or after notice or lapse of
time or both would become, an Event of Default with respect to Securities of
such series.


 


Section 6.13.  Certain Rights of Trustee.  Except as otherwise provided in Section 601:


 


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


 


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


 


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


 


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


 


37
















 


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


 


(f)            the Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney (which shall be at
the sole cost of the Company in the event that such inquiry or investigation
was undertaken by the Trustee in the exercise of its reasonable discretion on
behalf of the Holders) and shall incur no liability or additional liability of
any kind by reason of such inquiry or investigation;


 


(g)           the Trustee may
execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys and the Trustee shall not
be responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder;


 


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


 


(i)            the Trustee shall
not be deemed to have notice of any default or Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of
any event which is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the
Securities and this Indenture.


 


Section 6.14.  Not Responsible for Recitals or Issuance of
Securities.  The recitals contained
herein and in the Securities, except the certificates of authentication, shall
be taken as the statements of the Company, and the Trustee assumes no responsibility
for their correctness.  The Trustee makes
no representations as to the validity or sufficiency of this Indenture or of
the Securities.  The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.


 


Section 6.15.  May Hold Securities.  The Trustee, any Paying Agent, the Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Security Registrar or such
other agent.


 


38
















 


Section 6.16.  Money Held in Trust.  Subject to the provisions of Section 1003
hereof, all moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds except to the extent required
by law.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.


 


Section 6.17.  Compensation and Reimbursement.  The Company agrees


 


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


 


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


 


(3)           to indemnify each of
the Trustee or any predecessor Trustee for, and to hold it harmless against,
any and all losses, damages, claims, liabilities or expenses, including taxes
(other than taxes based upon, measured by, or determined by the income of the
Trustee), incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of this trust, including
the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.


 


As security
for the performance of the obligations of the Company under this Section the
Trustee shall have a lien 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 (and premium, if any) or interest on particular
Securities.


 


When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(6) or Section 501(7), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for
the services are intended to constitute expenses of administration under any
applicable Federal or State bankruptcy, insolvency or other similar law.


 


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


 


39
















 


Section 6.18.  Disqualification; Conflicting Interests.  The Trustee for the Securities of any series
issued hereunder shall be subject to the provisions of Section 310(b) of the
Trust Indenture Act during the period of time provided for therein.  In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded this
Indenture with respect to Securities of any particular series of Securities
other than that series.  Nothing herein
shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of Section 310(b) of the Trust
Indenture Act.


 


Section 6.19.  Corporate Trustee Required; Eligibility.  There shall at all times be a Trustee
hereunder with respect to each series of Securities, which shall be either


 


(i)            a corporation organized
and doing business under the laws of the United States of America or of any
State, authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by Federal or State authority, or


 


(ii)           a corporation or
other Person organized and doing business under the laws of a foreign
government that is permitted to act as Trustee pursuant to a rule, regulation
or order of the Commission, authorized under such laws to exercise corporate
trust powers, and subject to supervision or examination by authority of such
foreign government or a political subdivision thereof substantially equivalent
to supervision or examination applicable to United States institutional
trustees,


 


in either case having a
combined capital and surplus of at least $50,000,000.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published.  Neither the
Company nor any person directly or indirectly controlling, controlled by, or
under common control with the Company shall serve as trustee for the Securities
of any series issued hereunder.  If at
any time the Trustee with respect to any series of Securities 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 Section 610.


 


Section 6.110.  Resignation of Successor.


 


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


 


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


 


40
















 


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


 


(d)           If at any time:


 


(1)           the Trustee shall
fail to comply with Section 310(b) of the Trust Indenture Act pursuant to
Section 608 with respect to any series of Securities after written request therefor
by the Company or by any Securityholder who has been a bona fide Holder of a
Security of that series for at least 6 months, or


 


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


 


(3)           the Trustee shall
become incapable of acting with respect to any series of Securities, or


 


(4)           the Trustee 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, with respect to the
series, or in the case of Clause (4), with respect to all series, or (ii)
subject to Section 514, any Securityholder who has been a bona fide Holder of a
Security of such series for at least 6 months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee with respect
to the series, or, in the case of Clause (4), with respect to all series.


 


(e)           If the Trustee shall
resign, be removed or become incapable of acting with respect to any series of
Securities, or if a vacancy shall occur in the office of the Trustee with
respect to any series of Securities for any cause, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee for that series of
Securities.  If, within one year after
such resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Trustee with respect to such series of Securities shall be appointed
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series delivered to the Company and the retiring Trustee,
the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee with respect to such series and
supersede the successor Trustee appointed by the Company with respect to such
series.  If no successor Trustee with
respect to such series shall have been so appointed by the Company or the
Securityholders of such series and accepted appointment in the manner
hereinafter provided, subject to Section 514, any Securityholder who has been a
bona fide Holder of a Security of that series for at least 6 months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to such series.


 


41
















 


(f)            The Company shall
give notice of each resignation and each removal of the Trustee with respect to
any series and each appointment of a successor Trustee with respect to any
series by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Securities of that series as their names and
addresses appear in the Security Register. 
Each notice shall include the name of the successor Trustee and the
address of its principal Corporate Trust office.


 


Section 6.111.  Acceptance of Appointment by Successor.   Every successor Trustee appointed hereunder
shall execute, acknowledge and deliver to the Company and to the predecessor
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the predecessor Trustee shall become effective with respect to
any series as to which it is resigning or being removed as Trustee, and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the predecessor
Trustee with respect to any such series; but, on request of the Company or the
successor Trustee, such predecessor Trustee shall, upon payment of its
reasonable charges, if any, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the predecessor
Trustee, and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such predecessor Trustee hereunder with respect
to all or any such series, subject nevertheless to its lien, if any, provided
for in Section 607.  Upon request of any
such successor Trustee, the Company shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts.


 


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 predecessor Trustee and each
successor Trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to
the Securities of any series as to which the predecessor Trustee is not being
succeeded shall continue to be vested in the predecessor Trustee, and shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the adminis- tration 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.


 


42
















 


No successor
Trustee with respect to any series of Securities shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
and eligible with respect to that series under this Article.


 


Section 6.112.  Merger, Conversion, Consolidation or
Succession to Business.  Any corporation
into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall 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
shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


 


Section 6.113.  Preferential Collection of Claims Against
Company.


 


(a)           Subject to
Subsection (b) of this Section, if the Trustee shall be or shall become a
creditor, directly or indirectly, secured or unsecured, of the Company within 3
months prior to a default, as defined in Subsection (c) of this Section, or
subsequent to such a default, then, unless and until such default shall be
cured, the Trustee shall set apart and hold in a special account for the
benefit of the Trustee individually, the Holders of the Securities and the
holders of other indenture securities (as defined in Subsection (c) of this
Section):


 


(1)           an amount equal to
any and all reduction in the amount due and owing upon any claim as such
creditor in respect of principal or interest, effected after the beginning of
such 3-month period and valid as against the Company and its other creditors,
except any such reduction resulting from the receipt or disposition of any
property described in paragraph (2) of this Subsection, or from the exercise of
any right of set-off which the Trustee could have exercised if a petition in
bankruptcy had been filed by or against the Company upon the date of such
default; and


 


(2)           all property
received by the Trustee in respect of any claim as such creditor, either as
security therefor, or in satisfaction or composition thereof, or otherwise,
after the beginning of such 3-month period, or an amount equal to the proceeds
of any such property, if disposed of, subject, however, to the rights, if any,
of the Company and its other creditors in such property or such proceeds.


 


43
















 


Nothing herein contained,
however, shall affect the right of the Trustee


 


(A)                              to
retain for its own account (i) payments made on account of any such claim by
any Person (other than the Company) who is liable thereon, and (ii) the
proceeds of the bona fide sale of any such claim by the Trustee to a third
person, and (iii) distributions made in cash, securities or other property in
respect of claims filed against the Company in bankruptcy or receivership or in
proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law;


 


(B)                                to
realize, for its own account, upon any property held by it as security for any
such claim, if such property was so held prior to the beginning of such 3-month
period;


 


(C)                                to
realize, for its own account, but only to the extent of the claim hereinafter
mentioned, upon any property held by it as security for any such claim, if such
claim was created after the beginning of such 3-month period and such property
was received as security therefor simultaneously with the creation thereof, and
if the Trustee shall sustain the burden of proving that at the time such
property was so received the Trustee had no reasonable cause to believe that a
default as defined in Subsection (c) of this Section would occur within 3
months; or


 


(D)                               to
receive payment on any claim referred to in paragraph (B) or against the
release of any property held as security for such claim as provided in
paragraph (B) or (C), as the case may be, to the extent of the fair value of
such property.


 


For the
purposes of paragraphs (B), (C) and (D), property substituted after the
beginning of such 3-month period for property held as security at the time of
such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and, to the extent that
any claim referred to in any of such paragraphs is created in renewal of or in
substitution for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as
such pre-existing claim.


 


If the Trustee
shall be required to account, the funds and property held in such special
account and the proceeds thereof shall be apportioned between the Trustee, the
Securityholders and the holders of other indenture securities in such manner that
the Trustee, the Securityholders and the holders of other indenture securities
realize, as a result of payments from such special account and payments of
dividends on claims filed against the Company in bankruptcy or receivership or
in proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law, the same percentage of their respective claims, figured
before crediting to the claim of the Trustee anything on account of the receipt
by it from the Company of the funds and property in such special Account and
before crediting to the respective claims of the Trustee and the
Securityholders and the holders of other indenture securities dividends on
claims filed against the Company in bankruptcy or receivership or in proceedings
for reorganization pursuant to the Federal Bankruptcy Act or applicable State
law, but after crediting thereon receipts on account of the indebtedness
represented by their respective claims from all sources other than from such
dividends and from the funds and property so held in such special account.  As used in this paragraph, with respect to
any claim, the term "dividends" shall include any distribution with
respect to such claim, in bankruptcy or receivership or proceedings for
reorganization pursuant to the Federal Bankruptcy Act or applicable State law,
whether such distribution is made in cash, securities, or other property, but
shall not include any such distribution with respect to the secured portion, if
any, of such claim.  The court in which
such bankruptcy, receivership or proceedings for reorganization is pending
shall have jurisdiction (i) to apportion between the Trustee and the
Securityholders and the holders of other indenture securities, in accordance
with the provisions-of this paragraph, the funds and property held in such
special account and proceeds thereof, or (ii) in lieu of such apportionment, in
whole or in part, to give to the provisions of this paragraph due consideration
in determining the fairness of the distributions to be made to the Trustee and
the Securityholders and the holders of other indenture securities with respect
to their respective claims, in which event it shall not be necessary to
liquidate or to appraise the value of any securities or other property held in
such special account or as security for any such claim, or to make a specific
allocation of such distributions as between the secured and unsecured portions
of such claims, or otherwise to apply the provisions of this paragraph as a
mathematical formula.


 


44
















 


Any Trustee
which has resigned or been removed after the beginning of such 3-month period
shall be subject to the provisions of this Subsection as though such
resignation or removal had not occurred. 
If any Trustee has resigned or been removed prior to the beginning of
such 3-month period, it shall be subject to the provisions of this Subsection
if and only if the following conditions exist:


 


(i)            the receipt of
property or reduction of claim, which would have given rise to the obligation
to account, if such Trustee had continued as Trustee, occurred after the
beginning of such 3-month period; and


 


(ii)           such receipt of
property or reduction of claim occurred within 3 months after such resignation
or removal.


 


(b)           There shall be
excluded from the operation of Subsection (a) of this Section a creditor
relationship arising from


 


(1)           the ownership or
acquisition of securities issued under any indenture or any security or
securities having a maturity of one year or more at the time of acquisition by
the Trustee;


 


(2)           advances authorized
by a receivership or bankruptcy court of competent jurisdiction, or by this
Indenture, for the purpose of preserving any property which shall at any time
be subject to the lien of this Indenture or of discharging tax liens or other
prior liens or encumbrances thereon, if notice of such advances and of the
circumstances surrounding the making thereof is given to the Securityholders at
the time and in the manner provided in this Indenture;


 


45
















 


(3)           disbursements made
in the ordinary course of business in the capacity of trustee under an
indenture, transfer agent, registrar, custodian, paying agent, fiscal agent or
depository, or other similar capacity;


 


(4)           an indebtedness
created as a result of services rendered or premises rented; or an indebtedness
created as a result of goods or securities sold in a cash transaction as
defined in Subsection (c) of this Section;


 


(5)           the ownership of
stock or of other securities of a corporation organized under the provisions of
Section 25(a) of the Federal Reserve Act, as amended, which is directly or
indirectly a creditor of the Company; or


 


(6)           the acquisition,
ownership, acceptance or negotiation of any drafts, bills of exchange,
acceptances or obligations which fall within the classification of
self-liquidating paper as defined in Subsection (c) of this Section.


 


(c)           For the purposes of
this Section only:


 


(1)           The term
"default" means any failure to make payment in full of the principal
of or interest on any of the Securities or upon the other indenture securities
when and as such principal or interest becomes due and payable.


 


(2)           The term "other
indenture securities" means securities upon which the Company is an
obligor outstanding under any other indenture (i) under which the Trustee is
also trustee, (ii) which contains provisions substantially similar to the
provisions of this Section, and (iii) under which a default exists at the time
of the apportionment of the funds and property held in such special account.


 


(3)           The term "cash
transaction" means any transaction in which full payment for goods or
securities sold is made within 7 days after delivery of the goods or securities
in currency or in checks or other orders drawn upon banks or bankers and
payable upon demand.


 


(4)           The term
"self-liquidating paper" means any draft, bill of exchange,
acceptance or obligation which is made, drawn, negotiated or incurred by the
Company for the purpose of financing the purchase, processing, manufacturing,
shipment, storage or sale of goods, wares or merchandise and which is secured
by documents evidencing title to, possession of, or a lien upon, the goods,
wares or merchandise or the receivables or proceeds arising from the sale of
the goods, wares or merchandise previously constituting the security, provided
the security is received by the Trustee simultaneously with the creation of the
creditor relationship with the Company arising from the making, drawing, negotiating
or incurring of the draft, bill of exchange, acceptance or obligation.


 


46
















 


(5)           The term
"Company" means any obligor upon the Securities.


 


Section 6.114.  Appointment of Authentication Agent.  At any time when any of the Securities remain
Outstanding the Trustee, with the approval of the Company, may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Wherever reference is made in
this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee's certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. 
Each Authenticating Agent shall be acceptable to the Company and shall
at all times be a corporation organized and doing business under the laws of
the United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as an Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and, if other than the Company
itself, subject to supervision or examination by Federal or State
authority.  If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.  
If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent 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, if other than the Company, 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, if other than the Company, 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, with the approval of the Company, may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve, as their names and addresses appear in the Security
Register.  Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. 
No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.


 


47
















 


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


 


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 in the following form:


 


48
















 


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


 


	
   

  	
  THE BANK OF
  NEW YORK

  
	
   

  	
  as Trustee,

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  



 


ARTICLE 7. Securityholders' Lists and Reports
by Trustee and Company.


 


Section 7.11.  Company To Furnish Trustee Names and
Addresses of Securityholders.  The
Company will furnish or cause to be furnished to the Trustee


 


(1)           semi-annually not
later than December 1 and June 1 in each year in such form as the Trustee may
reasonably require, a list of the names and addresses of the Holders of
Securities of each series as of a date not more than 15 days prior to the date
such list is furnished, and


 


(2)           at such other times
as the Trustee may request in writing, within 30 days after the receipt by the
Company of any such request, a list of similar form and content as of a date
not more than 15 days prior to the date such list is furnished, except that no
such list need be furnished so long as the Trustee is acting as Security
Registrar.


 


Section 7.12.  Preservation of Information; Communications
to Securityholders.


 


(a)           The Trustee shall
preserve in as current a form as is reasonably practicable, the names and
addresses of Holders of Securities contained in the most recent list furnished
to the Trustee as provided in Section 701 and the names and addresses of
Holders of Securities received by the Trustee in its capacity as Security
Registrar.  The Trustee may destroy any
list furnished to it as provided in Section 701 upon receipt of a new list so
furnished.


 


(b)           If 3 or more Holders
of Securities of any series (hereinafter referred to as "applicants")
apply in writing to the Trustee, and furnish to the Trustee reasonable proof
that each such applicant has owned a Security of such series for a period of at
least 6 months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders of
Securities of such series or with the Holders of all Securities with respect to
their rights under this Indenture or under such Securities and is accompanied
by a copy of the form of proxy or other communication which such applicants
propose to transmit, then the Trustee shall, within 5 Business Days after the
receipt of such application, at its election, either


 


49
















 


(i)            afford such
applicants access to the information preserved at the time by the Trustee in
accordance with Section 702(a), or


 


(ii)           inform such
applicants as to the approximate number of Holders of Securities of such series
or all Securities, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section 702(a),
and as to the approximate cost of mailing to such Securityholders the form of
proxy or other communication, if any, specified in such application.


 


If the Trustee
shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder
of a Security of such series or to all Securityholders, as the case may be,
whose names and addresses appear in the information preserved at the time by
the Trustee in accordance with Section 702(a), a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless, within 5 days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material
to be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Securities of such series or all Securityholders, as the case may be, or would
be in violation of applicable law.  Such
written statement shall specify the basis of such opinion.  If the Commission, after opportunity for a
hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections
so sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all Securityholders of such series or all
Securityholders, as the case may be, with reasonable promptness after the entry
of such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.


 


(c)           Every Holder of Securities, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
of Securities in accordance with Section 702(b), 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
Section 702(b).


 


50
















 


Section 7.13.  Reports by Trustee.


 


(a)           The term
"reporting date" as used in this Section means April 1.  Within 60 days after the reporting date in
each year, beginning in 1999, the Trustee shall transmit by mail to all Securityholders,
as their names and addresses appear in the Security Register, a brief report
dated as of such reporting date with respect to any of the following events
which may have occurred during the twelve months preceding the date of such
report (but if no such event has occurred within such period, no report need be
transmitted):


 


(1)           any change to its
eligibility under Section 609 and its qualifications under Section 608;


 


(2)           the creation of or
any material change to a relationship specified in Section 310(b)(1) through
Section 310(b)(10) of the Trust Indenture Act;


 


(3)           the character and
amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
which remain unpaid on the date of such report, and for the reimbursement of
which it claims or may claim a lien or charge, prior to that of Securities of
any series, on any property or funds held or collected by it as Trustee, except
that the Trustee shall not be required (but may elect) to report such advances
if such advances so remaining unpaid aggregate not more than 1/2 of 1% of the
principal amount of the Securities of such series outstanding on the date of
such report;


 


(4)           any change to the
amount, interest rate and maturity date of all other indebtedness owing by the
Company (or by any other obligor on the Securities) to the Trustee in its
individual capacity, on the date of such report, with a brief description of
any property held as collateral security therefor, except an indebtedness based
upon a creditor relationship arising in any manner described in Section
613(b)(2), (3), (4), or (6);


 


(5)           any change to the
property and funds, if any, physically in the possession of the Trustee as such
on the date of such report;


 


(6)           any additional issue
of Securities which the Trustee has not previously reported; and


 


(7)           any action taken by
the Trustee in the performance of its duties hereunder which it has not
previously reported and which in its opinion materially affects the Securities,
except action in respect of a default, notice of which has been or is to be
withheld by the Trustee in accordance with Section 602.


 


(b)           The Trustee shall
transmit by mail to all Securityholders, as their names and addresses appear in
the Security Register, a brief report with respect to the character and amount
of any advances (and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as such) since the date of
the last report transmitted pursuant to Subsection (a) of this Section (or if
no such report has yet been so transmitted, since the date of execution of this
instrument) for the reimbursement of which it claims or may claim a lien or
charge, prior to that of the Securities of any series, on property or funds
held or collected by it as Trustee, and which it has not previously reported
pursuant to this Subsection, except that the Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Securities outstanding of
such series at such time, such report to be transmitted within 90 days after
such time.


 


51
















 


(c)           A copy of each such
report shall, at the time of such transmission to Securityholders, be furnished
to the Company and be filed by the Trustee with each stock exchange upon which
the Securities are listed, and also with the Commission.  The Company will promptly notify the Trustee
when the Securities are listed on any stock exchange, or any delisting thereof.


 


Section 7.14.   Reports by Company.  The Company will


 


(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 Securities Exchange Act of 1934; or, if the Company is not
required to file information, documents or reports pursuant to either of said
Sections, then will 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 Securities Exchange Act of 1934 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
covenant of this Indenture as may be required from time to time by such rules
and regulations; and


 


(3)           transmit by mail to
all Securityholders, as their names and addresses appear in the Security
Register, 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.


 


52
















 


Delivery of
such reports, information and documents to the Trustee is for informational
purposes only and the Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers' Certificates).


 


ARTICLE 8. 
Consolidation, Merger, Conveyance or Transfer.


 


Section 8.11.   When Company May Merge or Transfer
Assets.  The Company, in a single
transaction or through a series of related transactions, shall not consolidate
with or merge with or into any other Person or transfer (by lease, assignment,
sale or otherwise) all or substantially all of its properties and assets to
another Person or group of affiliated Persons, unless:


 


(a)           either (1) the
Company shall be the continuing corporation or (2) the Person (if other than
the Company) formed by such consolidation or into which the Company is merged
or to which all or substantially all of the properties and assets of the
Company are trans- ferred (i) shall be a corporation, partnership or trust
organized and validly existing under the laws of the United States or any State
thereof or the District of Columbia and (ii) shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all of the obligations of the Company
under the Securities and this Indenture and the performance of every covenant
of this Indenture on the part of the Company to be performed or observed;


 


(b)           immediately after
giving effect to such transaction, and the assumption contemplated by clause
(a) above, no Event of Default, and no event which, after notice or lapse of
time, or both, would become an Event of Default, shall have occurred and be
continuing; and


 


(c)           the Company shall
have delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and, if a
supplemental indenture is required in connection with such transaction, such
supplemental indenture, comply with this Article 8 and that all conditions
precedent herein provided for relating to such transaction have been satisfied.


 


For purposes
of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the
properties and assets of one or more Restricted Subsidiaries (other than to the
Company or another direct or indirect wholly owned Subsidiary) in a single
transaction or through a series of related transactions, which, if such assets
were owned by the Company, would constitute all or substantially all of the
properties and assets of the Company, shall be deemed to be the transfer of all
or substantially all of the properties and assets of the Company.


 


The successor
Person formed by such consolidation or into which the Company is merged or the
successor Person to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor had
been named as the Company herein, and thereafter, except in the case of a lease
of its properties and assets substantially as an entirety, the Company shall be
discharged and released from all obligations and covenants under this Indenture
and the Securities.  The Trustee shall
enter into a supplemental indenture to evidence the succession and substitution
of such successor Person and such discharge and release of the Company.


 


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ARTICLE 9. 
Supplemental Indentures.


 


Section 9.11.   Supplemental Indentures Without Consent of
Securityholders.  Without the consent of
the Holders of any Securities, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:


 


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


 


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


 


(3)           to cure any
ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture; or


 


(4)           to add to this
Indenture such provisions as may be expressly permitted by the TIA, excluding,
however, the provisions referred to in Section 316(a)(2) of the TIA as in
effect at the date as of which this instrument was executed or any
corresponding provision in any similar Federal statute hereafter enacted; or


 


(5)           to establish any
form of Security, as provided in Article Two, and to provide for the issuance
of any series of Securities as provided in Article Three and to set forth the
terms thereof, and/or to add to the rights of the Holders of the Securities of
any series; or


 


(6)           to evidence and
provide for the acceptance of appointment by another corporation as a successor
Trustee hereunder with respect to one or more series of Securities and to add
to or change any of the provi- sions 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 Section 611; or


 


(7)           to add any additional
Events of Default in respect of the Securities of any or all series (and if
such additional Events of Default are to be in respect of less than all series
of Securities, stating that such Events of Default are expressly being included
solely for the benefit of one or more specified series); or


 


(8)           to provide for the
issuance of Securities in coupon as well as fully registered form.


 


No
supplemental indenture for the purposes identified in Clauses (2), (3) or (7)
above may be entered into if to do so would adversely affect the interest of
the Holders of Securities of any series.


 


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Section 9.12.   Supplemental Indentures with Consent of
Securityholders.  With the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of each series affected by such supplemental indenture or
indentures, by Act of said Holders delivered to the Company and the Trustee,
the Company, when authorized by a Board Resolution, and the Trustee may enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of the Securities of each such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby,


 


(1)           change the Maturity
of the principal of, or the Stated Maturity of any premium on, or any
installment of interest on, any Security, or reduce the principal amount
thereof or the interest or any premium thereon, or change the method of
computing the amount of principal thereof or interest thereon on any date or
change any Place of Payment where any Security or any premium or interest
thereon is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the Maturity or the Stated Maturity, as the
case may be, thereof (or, in the case of redemption or repayment, on or after
the Redemption Date or the Repayment Date as the case may be); or


 


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


 


(3)           modify any of the
provisions of this Section, Section 513 or Section 1008, except to increase any
such percentage or to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby.


 


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


 


It shall not
be necessary for any Act of Securityholders 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.


 


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 six months after
such record date, any such consent previously given shall automatically and
without further action by any Holder be canceled and of no further effect.


 


Section 9.13.   Execution of Supplemental Indentures.  In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.


 


Section 9.14.   Effect of Supplemental Indentures.  Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture
for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby to the extent
provided therein.


 


Section 9.15.   Conformity with Trust Indenture Act.   Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the TIA as then
in effect.


 


Section 9.16.   Reference in Securities to Supplemental
Indentures. Securities 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 so modified as to
conform, in the opinion of the Trustee and the Board of Directors, 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.


 


56
















 


ARTICLE 10. Covenants.


 


Section 10.11.  Payment of Principal, Premium and
Interest.  With respect to each series of
Securities, the Company will duly and punctually pay the principal of (and
premium, if any) and interest on such Securities in accordance with their terms
and this Indenture, and will duly comply with all the other terms, agreements
and conditions contained in, or made in the Indenture for the benefit of, the
Securities of such series.


 


Section 10.12.  Maintenance of Office or Agency.  The Company will maintain an office or agency
in each Place of Payment where Securities may be presented or surrendered for
payment, where Securities may be surrendered for transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities and
this Indenture may be served.  The
Company will give prompt written notice to the Trustee of the location, and of
any change in the location, of such office or agency.  If at any time the Company shall fail to
maintain such 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 principal Corporate Trust Office of the Trustee,
Attention: Corporate Trust Trustee Administration, and the Company hereby
appoints the Trustee its agent to receive all such presentations, surrenders,
notices and demands.


 


Section 10.13.  Money for Security Payments To Be Held in
Trust.  If the Company shall at any time
act as its own Paying Agent for any series of Securities, it will, on or before
each due date of the principal of (and premium, if any) or interest on, any of the
Securities of such series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided, and will promptly notify the
Trustee of its action or failure to act.


 


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


 


The Company
will cause each Paying Agent 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 provi- sions of this
Section, that such Paying Agent will


 


(1)           hold all sums held
by it for the payment of principal of (and premium, if any) or interest 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;


 


57
















 


(2)           give the Trustee
notice of any default by the Company (or any other obligor upon the Securities
of such series) in the making of any such payment of principal (and premium, if
any) or interest 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 with respect to any series of Securities 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 in respect
of each and every series of Securities as to which it seeks to discharge this Indenture
or, if for any other purpose, all sums so held in trust by the Company in
respect of all Securities, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.


 


Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on
any Security of any series and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease.  The Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company mail to the Holders of the Securities as to which the
money to be repaid was held in trust, as their names and addresses appear in
the Security Register, a notice that such moneys remain unclaimed and that,
after a date specified in the notice, which shall not be less than 30 days from
the date on which the notice was first mailed to the Holders of the Securities
as to which the money to be repaid was held in trust, any unclaimed balance of
such moneys then remaining will be paid to the Company free of the trust
formerly impressed upon it.


 


Section 10.14.  Statement as to Compliance.  The Company will deliver to the Trustee,
within 120 days of the end of each fiscal year, a written statement signed by
the principal executive officer, principal financial officer or principal
accounting officer of the Company stating that


 


(1)           in the course of the
performance of his duties as an officer of the Company he would normally have
knowledge of the Company's performance under this Indenture and under the terms
of the Securities; and


 


58
















 


(2)           to the best of his
knowledge, the Company has fulfilled all its obligations under this Indenture
and has complied with all conditions and covenants on its part contained in
this Indenture through such year, or, if there has been a default in the
fulfillment of any such obligation, covenant or condition, specifying each such
default known to him and the nature and status thereof.


 


For the purpose of this Section 1004, default and compliance shall be
determined without regard to any grace period or requirement of notice provided
pursuant to the terms of this Indenture.


 


Section 10.15.  Legal 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 legal existence.


 


Section 10.16.  Limitation on Liens.  The Company shall not create, assume or
suffer to exist any Lien upon any Principal Property of the Company or any
Restricted Subsidiary or shares of Capital Stock or indebtedness of any Subsidiary
to secure any debt of any Person, or permit any Restricted Subsidiary so to do,
without making effective provision whereby the Securities then outstanding and
having the benefit of this Section shall be secured by the Lien equally and
ratably with such debt for so long as such debt shall be so secured, except
that the foregoing shall not prevent the Company or any Restricted Subsidiary
from creating, assuming or suffering to exist Liens of the following character:


 


(1)         with
respect to any series of Securities, any Lien existing on the date of issuance
of the series;


 


(2)         any
Lien existing on property owned or leased by, or shares of capital stock or
indebtedness of, a Person at the time it becomes a Restricted Subsidiary;


 


(3)         any
Lien existing on property at the time of the acquisition or lease thereof by
the Company or a Restricted Subsidiary;


 


(4)         any
Lien on property of a corporation existing at the time such corporation is
merged or consolidated with the Company or a Restricted Subsidiary or at the
time of a sale, lease or other disposition of the properties of a corporation
as an entirety or substantially as an entirety to the Company or a Restricted
Subsidiary;


 


(5)         any
Lien to secure any debt on capital stock, property or assets incurred prior to,
at the time of, or within 180 days after, or pursuant to financing arrangements
for which a firm commitment is made by a bank, insurance company or other
lender or investor (not including the Company or any Restricted Subsidiary)
within 180 days after, the acquisition of capital stock, property or assets for
the purpose of financing all or any part of the purchase price thereof;


 


(6)         any
Lien to secure any debt incurred prior to, at the time of, or within 180 days
after, or pursuant to financing arrangements for which a firm commitment is
made by a bank, insurance company or other lender or investor (not including
the Company or any Restricted Subsidiary) within 180 days after, the completion
of the construction and commencement of commercial operation, alteration,
repair or improvement of property or assets for the purpose of financing all or
any part of the cost thereof;


 


59
















 


(7)           any Lien securing
debt of a Restricted Subsidiary owing to the Company or to another Restricted
Subsidiary;


 


(8)           any Lien in favor of
any customer arising in respect of performance deposits and partial, progress,
advance or other payments made by or on behalf of such customer for goods
produced or to be produced for or services rendered or to be rendered to such
customer in the ordinary course of business, which Lien shall not exceed the
amount of such deposits or payments;


 


(9)           mechanics',
workmen's, repairmen's, materialmen's, carriers' and other similar Liens
arising in the ordinary course of business; 


 


(10)         any Lien created by
or resulting from any litigation or proceedings which are being contested in
good faith by appropriate proceedings; any Lien arising out of a judgment or
award against the Company and/or one or more Restricted Subsidiaries with
respect to which the Company and/or such Restricted Subsidiary or Subsidiaries
are in good faith prosecuting an appeal or proceedings for review; or any Lien
incurred by the Company and/or Restricted Subsidiaries for the purpose of
attaining a stay or discharge in the course of any legal proceedings to which
the Company and/or Restricted Subsidiary or Subsidiaries are a party; or


 


(11)         any Lien for taxes or
assessments or governmental charges or levies not yet due or delinquent, or
which can thereafter be paid without penalty or which are being contested in
good faith by appropriate proceedings; any landlord's Lien on property held
under lease and tenants' rights under leases; easements and any other liens of
a nature similar to those hereinabove described in this clause (11) which do
not, in the opinion of the Company, materially impair the use of such property
in the operation of the business of the Company or any Restricted Subsidiary or
the value of such property for the purposes of such business;


 


(12)         any Lien which may be
deemed to result from an agreement or commitment to exchange securities of a
Subsidiary for other securities of the Company, whether or not such securities
of a Subsidiary are placed in escrow for such purpose;


 


(13)         any Lien in favor of
the United States of America or any State thereof or any other country, or any
agency, instrumentality or political subdivision or any of the foregoing, to
secure partial, progress, advance or other payments or performance pursuant to
the provisions of any contract or statute, or any Liens securing industrial
development, pollution control, or similar revenue bonds;


 


60
















 


(14)         any extension,
renewal or replacement (or successive extensions, renewals or replacements) in
whole or in part of any Lien referred to in clauses (1) through (13) above, so
long as the principal amount of the debt secured thereby does not exceed the
principal amount of debt so secured at the time of the extension, renewal or
replacement (except that, where an additional principal amount of debt is
incurred to provide funds for the completion of a specific project, the
additional principal amount, and any related financing costs, may be secured by
the Lien as well) and the Lien is limited to all or part of the same property
subject to the Lien so extended, renewed or replaced (plus improvements on the
property); and


 


(15)         any Lien not
permitted by clauses (1) through (14) above securing debt which, together with
the aggregate outstanding principal amount of all other debt of the Company and
its Restricted Subsidiaries which would otherwise be subject to the foregoing
restrictions and the aggregate Value of existing Sale and Leaseback
Transactions which would be subject to the restrictions of Section 1007 but for
this clause (15), does not at any time exceed 15% of Consolidated Net Assets.


 


Section 10.17.  Limitation on Sale and Leasebacks.  The Company shall not enter into any Sale and
Leaseback Transaction involving a Principal Property of the Company or any
Restricted Subsidiary, nor permit any Restricted Subsidiary so to do, unless
either:


 


(1)           the Company or such
Restricted Subsidiary would be entitled to incur debt, in a principal amount at
least equal to the Value of such Sale and Leaseback Transaction, which is
secured by Liens on the property to be leased (without equally and ratably
securing the outstanding Securities) because such Liens would be of such
character that no violation of any of the provisions of Section 1006 would
result, or


 


(2)           the Company during
the 180 days immediately following the effective date of such Sale and
Leaseback Transaction causes to be applied to either (i) the voluntary
retirement of Funded Debt (whether by redemption, defeasance, repurchase, or
otherwise) an amount equal to the Value of such Sale and Leaseback Transaction,
or (ii) the purchase of other property which will constitute "Principal
Property" having a fair value, as determined by the Company, at least equal
to the Value of such Sale and Leaseback Transaction; or


 


(3)           the Company or a
Restricted Subsidiary shall deliver to the Trustee or other applicable trustee
for cancellation Securities or Funded Debt in an aggregate principal amount at
least equal to the Value of such Sale and Leaseback Transaction.


 


Section 10.18.  Waiver of Certain Covenants. The Company may
omit in respect of any series of Securities, in any particular instance, to
comply with any covenant or condition set forth in Sections 1006 and 1007, if
before or after the time for such compliance the Holders of at least a majority
in principal amount of the Securities at the time Outstanding of such series
shall, by Act of such Securityholders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.


 


61
















 


Section 10.19.  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 11. Redemption of Securities.


 


Section 11.11.  Applicability of Article. The Company may
reserve the right to redeem and pay before Stated Maturity all or any part of
the Securities of any series, either by optional redemption, sinking or
purchase fund or analogous obligation or otherwise, by provision therefor in
the form of Security for such series established and approved pursuant to
Section 202 and on such terms as are specified in such form or in the indenture
supplemental hereto with respect to Securities of such series as provided in
Section 301.  Redemption of Securities of
any series shall be made in accordance with the terms of such Securities and,
to the extent that this Article does not conflict with such terms, the
succeeding Sections of this Article.


 


Section 11.12.  Election To Redeem; Notice to Trustee.  The election of the Company to redeem any
Securities redeemable at the election of the Company shall be evidenced by, or
pursuant to authority granted by, 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 and the Tranche (as defined in Section
1103) to be redeemed.


 


In the case of
any redemption of Securities (i) prior to the expiration of any restriction on
such redemption provided in the terms of such securities or elsewhere in this
Indenture, or (ii) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities, the Company shall furnish
the Trustee with an Officers' Certificate evidencing compliance with such
restriction or condition.


 


Section 11.13.  Selection by Trustee of Securities To Be
Redeemed.  If less than all the
Securities of like tenor and terms of any series (a "Tranche") 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 Tranche not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate (other than pro rata
selection) and which may include provision for the election for redemption of
portions of the principal of Securities of such Tranche of a denomination
larger than the minimum authorized denomination for Securities of that
series.  Unless otherwise provided in the
terms of a particular series of Securities, the portions of the principal of
Securities so selected for partial redemption shall be equal to the minimum
authorized denomination of the Securities of such series, or an integral
multiple thereof, and the principal amount which remains outstanding shall not
be less than the minimum authorized denomination for Securities of such series.  If less than all the Securities of unlike
tenor and terms of a series are to be redeemed, the particular Tranche of
Securities to be redeemed shall be selected by the Company.


 


62
















 


The Trustee
shall promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Security 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 of such Security which has been or is to be redeemed.


 


Section 11.14.  Notice of Redemption.  Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date, to each holder of Securities to be redeemed,
at his address appearing in the Security Register.


 


All notices of
redemption shall state:


 


(1)           the Redemption Date;


 


(2)           the Redemption
Price;


 


(3)           the CUSIP number;


 


(4)           if less than all
Outstanding Securities of any series are to be redeemed, the identification
(and, in the case of partial redemption, the respective principal amounts) of
the Securities to be redeemed, from the Holder to whom the notice is given;


 


(5)           that on the
Redemption Date the Redemption Price will become due and payable upon each such
Security, and that interest, if any, thereon shall cease to accrue from and
after said date;


 


(6)           the place where such
Securities are to be surrendered for payment of the Redemption Price, which
shall be the office or agency of the Company in the Place of Payment;


 


63
















 


(7)           that the redemption
is on account of a sinking or purchase fund, or other analogous obligation, if
that be the case; and


 


(8)           that, if less than
the entire principal amount of any security is being redeemed, a replacement
security for the remaining principal balance shall be issued to the Holder.


 


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


 


Section 11.15.  Deposit of Redemption Price.  On or prior to 10:00 a.m., New York City
time, on any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of all the Securities which are to be
redeemed on that date; provided that such amount shall be so deposited with the
Trustee or Paying Agent in time for the Trustee or Paying Agent, as the case
may be, to pay such Redemption Price in accordance with its normal procedures.


 


Section 11.16.  Securities Payable on Redemption Date.  Notice of Redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified and from and
after such date (unless the Company shall default in the payment of the
Redemption Price) such Securities shall cease to bear interest.  Upon surrender of such Securities for
redemption in accordance with the notice, such Securities shall be paid by the
Company at the Redemption Price.  Unless
otherwise provided with respect to such Securities pursuant to Section 301,
installments of interest the Stated Maturity of which is on or prior to the
Redemption Date shall be payable to the Holders of such securities registered
as such on the relevant Regular Record Dates according to their terms and the
provisions of Section 307.


 


If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid, bear interest from the Redemption
Date at the rate borne by the Security, or as otherwise provided in such
Security.


 


Section 11.17.  Securities Redeemed in Part.  Any Security which is to be redeemed only in
part shall be surrendered at the office or agency of the Company in the Place
of Payment with respect to that series (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and make available for delivery to
the Holder of such Security without service charge, a new Security or
Securities of the same series and Stated Maturity and of like tenor and terms,
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.


 


64
















 


Section 11.18.  Provisions with Respect to any Sinking
Funds.  Unless the form or terms of any
series of Securities shall provide otherwise, in lieu of making all or any part
of any mandatory sinking fund payment with respect to such series of Securities
in cash, the Company may at its option (1) deliver to the Trustee for
cancellation any Securities of such series theretofore acquired by the Company,
or (2) receive credit for any Securities of such series (not previously so
credited) acquired by the Company (including by way of optional redemption
(pursuant to the sinking fund or otherwise) but not by way of mandatory sinking
fund redemption) and theretofore delivered to the Trustee for cancellation, and
if it does so then (i) Securities so delivered or credited shall be credited at
the applicable sinking fund Redemption Price with respect to Securities of such
series, and (ii) on or before the 60th day next preceding each sinking fund
Redemption Date with respect to such series of Securities, the Company will
deliver to the Trustee (A) an Officers' Certificate specifying the portions of
such sinking fund payment to be satisfied by payment of cash and by delivery or
credit of Securities of such series acquired by the Company, and (B) such
Securities, to the extent not previously surrendered.  Such Officers' Certificate shall also state
the basis for such credit and that the Securities for which the Company elects
to receive credit have not been previously so credited and were not acquired by
the Company through operation of the mandatory sinking fund, if any, provided
with respect to such Securities and shall also state that no Event of Default
with respect to Securities of such series has occurred and is continuing.  All Securities so delivered to the Trustee
shall be canceled by the Trustee and no Securities shall be authenticated in
lieu thereof.


 


If the sinking
fund payment or payments (mandatory or optional) with respect to any series of
Securities made in cash plus any unused balance of any preceding sinking fund
payments with respect to Securities of such series made in cash shall exceed
$50,000 (or a lesser sum if the Company shall so request), unless otherwise
provided by the terms of such series of Securities, that cash shall be applied
by the Trustee on the sinking fund Redemption Date with respect to Securities
of such series next following the date of such payment to the redemption of
Securities of such series at the applicable sinking fund Redemption Price with
respect to Securities of such series, together with accrued interest, if any,
to the date fixed for redemption, with the effect provided in Section 1106.  The Trustee shall select, in the manner
provided in Section 1103, for redemption on such sinking fund Redemption Date a
sufficient principal amount of Securities of such series to utilize that cash
and shall thereupon cause notice of redemption of the Securities of such series
for the sinking fund to be given in the manner provided in section 1104 (and
with the effect provided in Section 1106) for the redemption of Securities in
part at the option of the Company.  Any
sinking fund moneys not so applied or allocated by the Trustee to the
redemption of Securities of such series shall be added to the next cash sinking
fund payment with respect to Securities of such series received by the Trustee
and, together with such payment, shall be applied in accordance with the
provisions of this Section 1108.  Any and
all sinking fund moneys with respect to Securities of any series held by the
Trustee at the Maturity of Securities of such series, and not held for the
payment or redemption of particular Securities of such series, shall be applied
by the Trustee, together with other moneys, if necessary, to be deposited
sufficient for the purpose, to the payment of the principal of the Securities
of such series at Maturity.


 


65
















 


Prior to each
sinking fund Redemption Date provided with respect to Securities of any series,
the Company shall deposit with the Trustee cash in a sum equal to all accrued
interest, if any, to the date fixed for redemption on Securities to be redeemed
on such sinking fund Redemption Date pursuant to this Section 1108; provided
that such cash shall be so deposited with the Trustee in time for the Trustee
to make the payment of such accrued interest in accordance with its normal
procedures.


 


66
















 


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


 


	
   

  	
  THE NEIMAN
  MARCUS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  s/ Richard
  A. Smith

  	
   

  
	
   

  	
  Name: 

  	
  Richard A.
  Smith

  
	
   

  	
  Title: 

  	
  Chairman and
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  
	
   

  	
  THE BANK OF
  NEW YORK

  
	
   

  	
  as Trustee,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  s/ Mary Jane
  Schmalzel

  	
   

  
	
   

  	
  Name: 

  	
  Mary Jane
  Schmalzel

  
	
   

  	
  Title: 

  	
  Vice
  President

  
						



 


67
















EXHIBIT
4.3


 


 


FORM OF 7.125% SENIOR NOTE DUE 2028


 


Unless this
certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to Issuer or its agent for
registration of transfer, exchange or payment and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein. 


 


THE NEIMAN MARCUS GROUP, INC.


7.125% Senior Debenture Due 2028


 


	
  REGISTERED

  	
   

  	
  CUSIP 640204 AB 9

  



 


No. R-1


 


THE NEIMAN
MARCUS GROUP, INC., a corporation duly organized and existing under the laws of
the State of Delaware (herein called the “Company,” which term includes any
successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to 


 


Cede & Co.


 


or registered assigns, the
principal sum of $125,000,000 at the office or agency of the Company in the
Borough of Manhattan, The City of New York, on June 1, 2028 in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest
on said principal sum semiannually on June 1 and December 1 of each year (each
an “Interest Payment Date”), commencing December 1, 1998 at said office or
agency, in like coin or currency, at the rate per annum specified in the title
hereof, from the most recent Interest Payment Date to which interest on the
Debentures has been paid, or, if no interest has been paid on the Debentures
since May 27, 1998, from May 27, 1998, until payment of said principal sum has
been made or duly provided for. The interest so payable, and punctually paid or
duly provided for, on any June 1 or December 1 will, except as provided in the
Indenture dated as of May 27, 1998 (the “Indenture”), duly executed and
delivered by the Company to The Bank of New York, Trustee (herein called the
“Trustee”), be paid to the Person in whose name this Debenture (or one or more
Predecessor Securities) is registered at the close of business on the 15th day
of the next preceding May or November (herein called the “Regular Record Date”)
whether or not a Business Day, and may, at the option of the Company, be paid
by check mailed to the registered address of such Person. Any such interest
which is payable, but is not so punctually paid or duly provided for, shall
forthwith cease to be payable to the registered Holder on such Regular Record
Date and may be paid either to the Person in whose name this Debenture (or one
or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Debentures not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Debentures may be listed and upon such notice as may be
required by such exchange, if such manner of payment shall be deemed practical
by the Trustee, all as more fully provided in the Indenture.


 
















 


The Bank of
New York will be the Paying Agent and the Security Registrar with respect to
this Debenture. The Company reserves the right at any time to vary or terminate
the appointment of any Paying Agent or Security Registrar, to appoint
additional or other Paying Agents and other Security Registrars, which may
include the Company, and to approve any change in the office through which any
Paying Agent or Security Registrar acts; provided, that there will at all times
be a Paying Agent in the City of New York.


 


This Debenture
is one of the duly authorized issue of debentures, notes, bonds or other
evidences of indebtedness (hereinafter called the “Securities”) of the Company,
of the series hereinafter specified, all issued or to be issued under and
pursuant to the Indenture, to which Indenture and all other indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee and any agent of the Trustee, any Paying Agent, the Company and the
Holders of the Securities and the terms upon which the Securities are issued
and are to be authenticated and delivered.


 


The Securities
may be issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to different redemption
provisions (if any), may be subject to different sinking, purchase or analogous
funds (if any), may be subject to different covenants and Events of Default and
may otherwise vary as provided or permitted in the Indenture. This Debenture is
one of the series of Securities of the Company issued pursuant to the Indenture
and designated as the 7.125% Senior Debentures Due 2028 (herein 


called the
“Debentures”), limited in aggregate principal amount to $125,000,000.


 


The Debentures
of this series are not redeemable prior to the Stated Maturity of the principal
hereof except as provided herein and will not be subject to any sinking fund.


 


This Debenture
is redeemable, as a whole or in part, at the option of the Company at any time,
at a redemption price equal to the greater of (a) 100% of the principal amount
of this Debenture to be redeemed and (b) the sum of the present values of the
Remaining Scheduled Payments thereon discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 20 basis points, plus accrued interest on the
principal amount being redeemed to the date of redemption.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for such
redemption date.


 


2
















 


“Comparable
Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of the Debentures that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
Securities. “Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by the Company.


 


“Comparable
Treasury Price” means, with respect to any redemption date, (a) the average of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) on the third business day
preceding such redemption date, as set forth in the daily statistical release
(or any successor release) published by the Federal Reserve Bank of New York
and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities”
or (b) if such release (or any successor release) is not published or does not
contain such prices on such business day, (i) the average of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the
Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such Quotations. “Reference Treasury Dealer Quotations” means,
with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m. New York time on the third business day preceding such
redemption date.


 


“Reference
Treasury Dealer” means each of Salomon Brothers Inc, Chase Securities Inc. and
Merrill Lynch, Pierce, Fenner & Smith, Incorporated and their respective
successors and any such other Primary Treasury Dealer as the Company
designates; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the Company shall substitute therefor another Primary Treasury
Dealer. 


 


“Remaining
Scheduled Payments” means the remaining scheduled payments of the principal of
the Debentures to be redeemed and interest thereon that would be due after the
related redemption date but for such redemption; provided, however, that, if
such redemption date is not an Interest Payment Date, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date. Unless the Company defaults
in payment of the redemption price, on and after the applicable redemption
date, interest will cease to accrue on the Securities or portions thereof
called for redemption. 


 


If an Event of
Default with respect to the Debentures shall occur and be continuing, the
principal of all of the Debentures may be declared due and payable in the
manner, with the effect and subject to the conditions provided in the
Indenture. 


 


3
















 


The Indenture
permits, with certain exceptions as therein provided, the Company and the
Trustee to enter into supplemental indentures to the Indenture for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of modifying in any manner the rights or the
Holders of the Securities of each series under the Indenture with the consent
of the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding of each series to be affected thereby on
behalf of the Holders of all Securities of such series. The Indenture also
permits the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults and their consequences with respect to such
series under the Indenture.  Any such
consent or waiver by the Holder of this Debenture shall be conclusive and
binding upon such Holder and upon all future Holders of this Debenture and of
any Debenture issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Debenture or such other Debentures.


 


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


 


As provided in
the Indenture and subject to the satisfaction of certain conditions therein set
forth, including the deposit of certain trust funds in trust, at the Company’s
option, either the Company shall be deemed to have paid and discharged the
entire indebtedness represented by, and the obligations under, the Securities
of any series and to have satisfied all the obligations (with certain
exceptions) under the Indenture relating to the Securities of such series or
the Company shall cease to be under any obligation to comply with any term,
provision or condition of certain restrictive covenants or provisions with
respect to the Securities of such series.


 


The Debentures
are issuable in registered form without coupons in denominations of $1,000 and
any integral multiple of $1,000. Debentures may be exchanged for a like
aggregate principal amount and Stated Maturity of Debentures of other
authorized denominations at the office or agency of the Company in the Borough
of Manhattan, The City of New York, designated for such purpose and in the
manner and subject to the limitations provided in the Indenture. 


 


Upon due
presentment for registration of transfer of this Debenture at the office or
agency of the Company in the Borough of Manhattan, The City of New York
designated for such purpose, a new Debenture or Debentures of authorized
denominations for a like aggregate principal amount and Stated maturity will be
issued to the transferee in exchange therefor, subject to the limitations
provided in the Indenture. 


 


4
















 


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


 


Prior to due
presentment for registration of transfer of this Debenture, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Debenture is registered as the owner hereof for all purposes,
whether or not this Debenture is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


 


Unless
otherwise defined herein, all terms used in this Debenture which are defined in
the Indenture shall have the meanings assigned to them in the Indenture. 


 


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


 


Unless the
certificate of authentication hereon has been manually executed by or on behalf
of the Trustee under the Indenture, this Debenture shall not be entitled to any
benefits under the Indenture, or be valid or obligatory for any purpose


 


IN WITNESS
WHEREOF, THE NEIMAN MARCUS GROUP, INC. has caused this Debenture to be duly
executed.


 


	
  Dated: May
  27, 1998

  	
  THE NEIMAN
  MARCUS GROUP, INC.

  
	
   

  
	
  By:

  	
   

  	
  s/ Richard
  A. Smith

  	
   

  
	
   

  	
  Signature

  
	
   

  
	
   

  	
  Richard A.
  Smith, Chairman and Chief Executive Officer

  
	
   

  	
  (Print name and title)

  
						



 


5
















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  The Bank of
  New York,

  
	
   

  	
  as Trustee,

  
	
   

  	
   

  
	
  By:

  	
   

  	
  s/ Mary Jane
  Schmalzel

  	
   

  
	
   

  	
  Authorized
  Signatory

  
	
   

  
	
  Dated:

  	
  May 27, 1998

  
					



 


6