Exhibit 4.4


Form of
Indenture




THE
GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.


INDENTURE


Dated
as of __________


Wilmington
Trust Company


Trustee






THE GREAT ATLANTIC & PACIFIC TEA COMPANY,
INC.


Reconciliation and tie between Trust
Indenture Act of 1939


and


Indenture, dated as of __________




	
 

	
 

	
 

	
 


	
Trust
 Indenture

 Act Section

	
 

	
Indenture

 Section


	


	
 

	



	
Sec. 310

	
(a)(1)

	
 

	
11.4
 (a)


	
 

	
(a)(2)

	
 

	
11.4
 (a)


	
 

	
(a)(3)

	
 

	
Not
 Applicable


	
 

	
(a)(4)

	
 

	
Not
 Applicable


	
 

	
(a)(5)

	
 

	
11.4
 (a)


	
 

	
(b)

	
 

	
11.4
 (b); 11.5


	
Sec. 311

	
(a)

	
 

	
7.5;
 11.1 (f)


	
 

	
(b)

	
 

	
7.5;
 11.1 (f)


	
 

	
(c)

	
 

	
Not
 Applicable


	
Sec. 312

	
(a)

	
 

	
14.2
 (d)


	
 

	
(b)

	
 

	
11.10;
 14.2 (d)


	
 

	
(c)

	
 

	
11.10;
 14.2 (d)


	
Sec. 313

	
(a)

	
 

	
10.1
 (a)


	
 

	
(b)(1)

	
 

	
10.1
 (a)


	
 

	
(b)(2)

	
 

	
10.1
 (a)


	
 

	
(c)

	
 

	
10.1
 (a); 10.2 (c)


	
Sec. 314

	
(a)

	
 

	
10.2
 (b)


	
 

	
(b)

	
 

	
Not
 Applicable


	
 

	
(c)(1)

	
 

	
3.3
 (c); 16.1


	
 

	
(c)(2)

	
 

	
3.3
 (c); 16.1


	
 

	
(c)(3)

	
 

	
3.3
 (c); 16.1


	
 

	
(d)

	
 

	
Not
 Applicable


	
 

	
(e)

	
 

	
3.3
 (c); 16.1


	
 

	
(f)

	
 

	
Not
 Applicable


	
Sec. 315

	
(a)

	
 

	
11.2
 (a)


	
 

	
(b)

	
 

	
11.3


	
 

	
(c)

	
 

	
11.2
 (a)


	
 

	
(d)

	
 

	
11.2
 (a)


	
 

	
(e)

	
 

	
11.5


	
Sec. 316

	
(a)(last sentence)

	
 

	
11.6


	
 

	
(a)(1)(A)

	
 

	
7.7


	
 

	
(a)(1)(B)

	
 

	
7.6


	
 

	
(b)

	
 

	
7.9


	
 

	
(c)

	
 

	
Not
 Applicable


	
Sec. 317

	
(a)(1)

	
 

	
7.2


	
 

	
(a)(2)

	
 

	
7.4


	
 

	
(b)

	
 

	
3.5


	
Sec. 318

	
(a)

	
 

	
16.2


	
 

	
(b)

	
 

	
Not
 Applicable


	
 

	
(c)(1)

	
 

	
16.2


	
 

	
 

	
 

	
 


	


	
 

	
 




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







TABLE
OF CONTENTSa


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	



	
 


	
ARTICLE I 


	
 

	
 

	
 


	
DEFINITIONS 


	
 

	
 

	
 

	
 

	
 


	
Section 1.1.

	
 

	
Definitions

	
 

	
1


	
 

	
 

	
 

	
 

	
 


	
ARTICLE II 


	
 

	
 

	
 


	
FORMS OF SECURITIES 


	
 

	
 

	
 

	
 

	
 


	
Section 2.1.

	
 

	
Terms of the Securities

	
 

	
7


	
Section 2.2.

	
 

	
Form of Trustee’s Certificate of
 Authentication

	
 

	
7


	
Section 2.3.

	
 

	
Form of Trustee’s Certificate of
 Authentication by an Authenticating Agent

	
 

	
8


	
 

	
 

	
 

	
 

	
 


	
ARTICLE III 


	
 

	
 

	
 


	
THE DEBT SECURITIES 


	
 

	
 

	
 

	
 

	
 


	
Section 3.1.

	
 

	
Amount Unlimited; Issuable in Series

	
 

	
8


	
Section 3.2.

	
 

	
Denominations

	
 

	
11


	
Section 3.3.

	
 

	
Execution, Authentication, Delivery and
 Dating

	
 

	
11


	
Section 3.4.

	
 

	
Temporary Securities

	
 

	
13


	
Section 3.5.

	
 

	
Registrar and Paying Agent

	
 

	
14


	
Section 3.6.

	
 

	
Transfer and Exchange

	
 

	
14


	
Section 3.7.

	
 

	
Mutilated, Destroyed, Lost and Stolen
 Securities

	
 

	
17


	
Section 3.8.

	
 

	
Payment of Interest; Interest Rights
 Preserved

	
 

	
18


	
Section 3.9.

	
 

	
Cancellation

	
 

	
19


	
Section
 3.10.

	
 

	
Computation of Interest

	
 

	
19


	
Section
 3.11.

	
 

	
Currency of Payments in Respect of
 Securities

	
 

	
20


	
Section
 3.12.

	
 

	
Judgments

	
 

	
20


	
Section
 3.13.

	
 

	
CUSIP Numbers

	
 

	
20


	
 

	
 

	
 

	
 

	
 


	
ARTICLE IV 


	
 

	
 

	
 


	
REDEMPTION OF SECURITIES 


	
 

	
 

	
 

	
 

	
 


	
Section 4.1.

	
 

	
Applicability of Right of Redemption

	
 

	
21


	
Section 4.2.

	
 

	
Selection of Securities to be Redeemed

	
 

	
21


	
Section 4.3.

	
 

	
Notice of Redemption

	
 

	
21


	
Section 4.4.

	
 

	
Deposit of Redemption Price

	
 

	
22








	
 

	
 


	



	
a

	
The Table of
 Contents is not a part of the Indenture.





-i-






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
Section 4.5.

	
 

	
Securities Payable on Redemption Date

	
 

	
22


	
Section 4.6.

	
 

	
Securities Redeemed in Part

	
 

	
23


	
 

	
 

	
 

	
 

	
 


	
ARTICLE V 


	
 

	
 

	
 


	
SINKING FUNDS 


	
 

	
 

	
 

	
 

	
 


	
Section 5.1.

	
 

	
Applicability of Sinking Fund

	
 

	
23


	
Section 5.2.

	
 

	
Mandatory Sinking Fund Obligation

	
 

	
23


	
Section 5.3.

	
 

	
Optional Redemption at Sinking Fund
 Redemption Price

	
 

	
24


	
Section 5.4.

	
 

	
Application of Sinking Fund Payment

	
 

	
24


	
 

	
 

	
 

	
 

	
 


	
ARTICLE VI 


	
 


	
PARTICULAR COVENANTS OF THE COMPANY 


	
 

	
 

	
 

	
 

	
 


	
Section 6.1.

	
 

	
Payments of Securities

	
 

	
25


	
Section 6.2.

	
 

	
Paying Agent

	
 

	
25


	
Section 6.3.

	
 

	
To Hold Payment in Trust

	
 

	
25


	
Section 6.4.

	
 

	
Merger, Consolidation and Sale of Assets

	
 

	
27


	
Section 6.5.

	
 

	
Compliance Certificate

	
 

	
27


	
Section 6.6.

	
 

	
Conditional Waiver by Holders of Securities

	
 

	
27


	
Section 6.7.

	
 

	
Statement by Officers as to Default

	
 

	
28


	
Section 6.8.

	
 

	
Existence

	
 

	
28


	
 


	
ARTICLE VII 


	
 


	
REMEDIES OF TRUSTEE AND SECURITYHOLDERS 


	
 


	
Section 7.1.

	
 

	
Events of Default

	
 

	
28


	
Section 7.2.

	
 

	
Acceleration; Rescission and Annulment

	
 

	
29


	
Section 7.3.

	
 

	
Other Remedies

	
 

	
31


	
Section 7.4.

	
 

	
Trustee as Attorney-in-Fact

	
 

	
31


	
Section 7.5.

	
 

	
Priorities

	
 

	
31


	
Section 7.6.

	
 

	
Control by Securityholders; Waiver of Past
 Defaults

	
 

	
32


	
Section 7.7.

	
 

	
Limitation on Suits

	
 

	
33


	
Section 7.8.

	
 

	
Undertaking for Costs

	
 

	
33


	
Section 7.9.

	
 

	
Remedies Cumulative

	
 

	
33


	
 

	
 

	
 

	
 

	
 


	
ARTICLE VIII 


	
 


	
CONCERNING THE SECURITYHOLDERS 


	
 


	
Section 8.1.

	
 

	
Evidence of Action of Securityholders

	
 

	
34


	
Section 8.2.

	
 

	
Proof of Execution or Holding of Securities

	
 

	
34


	
Section 8.3.

	
 

	
Persons Deemed Owners

	
 

	
35


	
Section 8.4.

	
 

	
Revocation of Consents

	
 

	
35





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Page


	
 

	
 

	
 

	
 

	



	
 


	
ARTICLE IX 


	
 


	
SECURITYHOLDERS’ MEETINGS 


	
 


	
Section 9.1.

	
 

	
Purposes of Meetings

	
 

	
35


	
Section 9.2.

	
 

	
Call of Meetings by Trustee

	
 

	
36


	
Section 9.3.

	
 

	
Call of Meetings by Company or
 Securityholders

	
 

	
36


	
Section 9.4.

	
 

	
Qualifications for Voting

	
 

	
36


	
Section 9.5.

	
 

	
Regulation of Meetings

	
 

	
36


	
Section 9.6.

	
 

	
Voting

	
 

	
37


	
Section 9.7.

	
 

	
No Delay of Rights by Meeting

	
 

	
37


	
 


	
ARTICLE X 


	
 


	
REPORTS BY THE COMPANY AND THE TRUSTEE AND

SECURITYHOLDERS’ LISTS 


	
 


	
Section
 10.1.

	
 

	
Reports by Trustee

	
 

	
37


	
Section
 10.2.

	
 

	
Reports by the Company

	
 

	
38


	
Section
 10.3.

	
 

	
Securityholders’ Lists

	
 

	
38


	
 


	
ARTICLE XI 


	
 


	
CONCERNING THE TRUSTEE


	
 


	
Section
 11.1.

	
 

	
Rights of Trustees; Compensation and
 Indemnity

	
 

	
39


	
Section
 11.2.

	
 

	
Duties of Trustee

	
 

	
41


	
Section
 11.3.

	
 

	
Notice of Defaults

	
 

	
42


	
Section
 11.4.

	
 

	
Eligibility; Disqualification

	
 

	
42


	
Section
 11.5.

	
 

	
Registration and Notice; Removal

	
 

	
43


	
Section
 11.6.

	
 

	
Successor Trustee by Appointment

	
 

	
43


	
Section
 11.7.

	
 

	
Successor Trustee by Merger

	
 

	
44


	
Section
 11.8.

	
 

	
Right to Rely on Officers’ Certificate

	
 

	
45


	
Section
 11.9.

	
 

	
Appointment of Authenticating Agent

	
 

	
45


	
Section
 11.10.

	
 

	
Communications by Securityholders with
 Other Securityholders

	
 

	
46


	
 

	
 

	
 

	
 

	
 


	
ARTICLE XII 


	
 

	
 

	
 

	
 

	
 


	
SATISFACTION AND DISCHARGE; DEFEASANCE 


	
 

	
 

	
 

	
 

	
 


	
Section
 12.1.

	
 

	
Applicability of Article

	
 

	
46


	
Section
 12.2.

	
 

	
Satisfaction and Discharge of Indenture

	
 

	
46


	
Section
 12.3.

	
 

	
Defeasance upon Deposit of Moneys or U.S
 Government Obligations

	
 

	
47


	
Section
 12.4.

	
 

	
Repayment to Company

	
 

	
49


	
Section
 12.5.

	
 

	
Indemnity for U.S. Government Obligations

	
 

	
49


	
Section
 12.6.

	
 

	
Deposits to Be Held in Escrow

	
 

	
49


	
Section
 12.7.

	
 

	
Application of Trust Money

	
 

	
50


	
Section
 12.8.

	
 

	
Deposits of Non-U.S. Currencies

	
 

	
50





-iii-






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	



	
 


	
ARTICLE XIII 


	
 


	
IMMUNITY OF CERTAIN PERSONS 


	
 


	
Section
 13.1.

	
 

	
No Personal Liability

	
 

	
50


	
 


	
ARTICLE XIV 


	
 


	
SUPPLEMENTAL INDENTURES 


	
 


	
Section
 14.1.

	
 

	
Without Consent of Securityholders

	
 

	
51


	
Section
 14.2.

	
 

	
With Consent of Securityholders;
 Limitations

	
 

	
52


	
Section
 14.3.

	
 

	
Trustee Protected

	
 

	
53


	
Section
 14.4.

	
 

	
Effect of Execution of Supplemental
 Indenture

	
 

	
54


	
Section
 14.5.

	
 

	
Notation on or Exchange of Securities

	
 

	
54


	
Section
 14.6.

	
 

	
Conformity with TIA

	
 

	
54


	
 

	
 

	
 

	
 

	
 


	
ARTICLE XV 


	
 

	
 

	
 

	
 

	
 


	
SUBORDINATION OF SECURITIES 


	
 

	
 

	
 

	
 

	
 


	
Section
 15.1.

	
 

	
Agreement to Subordinate

	
 

	
54


	
Section
 15.2.

	
 

	
Distribution on Dissolution, Liquidation
 and Reorganization; Subrogation of Securities

	
 

	
54


	
Section
 15.3.

	
 

	
No Payment on Securities in Event of
 Default on Senior Indebtedness

	
 

	
56


	
Section
 15.4.

	
 

	
Payments on Securities Permitted

	
 

	
56


	
Section
 15.5.

	
 

	
Authorization of Securityholders to Trustee
 to Effect Subordination

	
 

	
56


	
Section
 15.6.

	
 

	
Notices to Trustee

	
 

	
57


	
Section
 15.7.

	
 

	
Trustee as Holder of Senior Indebtedness

	
 

	
57


	
Section
 15.8.

	
 

	
Modifications of Terms of Senior
 Indebtedness

	
 

	
57


	
Section
 15.9.

	
 

	
Reliance on Judicial Order or Certificate of
 Liquidating Agent

	
 

	
57


	
Section
 15.10.

	
 

	
Satisfaction and Discharge; Defeasance and
 Covenant Defeasance

	
 

	
58


	
 

	
 

	
 

	
 

	
 


	
ARTICLE XVI 


	
 

	
 

	
 

	
 

	
 


	
MISCELLANEOUS PROVISIONS 


	
 

	
 

	
 

	
 

	
 


	
Section
 16.1.

	
 

	
Certificates and Opinions as to Conditions
 Precedent

	
 

	
58


	
Section
 16.2.

	
 

	
Trust Indenture Act Controls

	
 

	
59


	
Section
 16.3.

	
 

	
What Constitutes Action by Board of
 Directors

	
 

	
59


	
Section
 16.4.

	
 

	
Notices to the Company and Trustee

	
 

	
59


	
Section
 16.5.

	
 

	
Notices to Securityholders; Waiver

	
 

	
59


	
Section
 16.6.

	
 

	
Legal Holiday

	
 

	
60


	
Section
 16.7.

	
 

	
Effects of Headings and Table of Contents

	
 

	
60


	
Section
 16.8.

	
 

	
Successors and Assigns

	
 

	
60


	
Section
 16.9.

	
 

	
Separability Clause

	
 

	
60


	
Section
 16.10.

	
 

	
Benefits of Indenture

	
 

	
60


	
Section
 16.11.

	
 

	
Counterparts Originals

	
 

	
60


	
Section
 16.12.

	
 

	
Governing Law

	
 

	
61





-iv-







                    INDENTURE,
dated as of _____________, among The Great Atlantic & Pacific Tea Company,
Inc., a Maryland corporation, and Wilmington Trust Company, a Delaware banking
corporation, as trustee. 


WITNESSETH:


                    WHEREAS,
the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of unsecured debentures, notes, bonds or other
evidences of indebtedness (the “Securities”) in an unlimited aggregate
principal amount to be issued from time to time in one or more series as
provided in this Indenture; and 


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


                    NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


                    That,
in consideration of the premises and the purchase of the Securities by the
holders thereof for the equal and proportionate benefit of all of the present
and future holders of the Securities, each party agrees and covenants as
follows: 


ARTICLE I


DEFINITIONS


                    Section
1.1. Definitions. 


                    (a)
Unless otherwise defined in this Indenture or the context otherwise requires,
all terms used herein shall have the meanings assigned to them in the Trust
Indenture Act. 


                    (b)
Unless the context otherwise requires, the terms defined in this Section 1.1(b)
shall for all purposes of this Indenture have the meanings hereinafter set
forth, the following definitions to be equally applicable to both the singular
and the plural forms of any of the terms herein defined: 


                    Affiliate:
The term “Affiliate,” with respect to any specified Person shall mean 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
possession, direct or indirect, of the power to direct, or cause the direction
of, the management and policies of such Person whether through the ownership of
voting securities, by contract or otherwise; and the terms “controlling,”
“controlled” and “under common control with” have meanings correlative to the
foregoing. 


                    Authenticating
Agent: The term “Authenticating Agent” shall have the meaning assigned to
it in Section 11.9. 


                    Board
of Directors: The term “Board of Directors” shall mean either the board of
directors of the Company or any other committee of that board duly authorized
to act in respect hereof. 


                    Board
Resolution: The term “Board Resolution” shall mean a copy of a resolution
or resolutions certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Directors (or by a committee
of the Board of Directors to the extent that any such other 






committee has
been authorized by the Board of Directors to establish or approve the matters
contemplated) and to be in full force and effect on the date of such
certification and delivered to the Trustee. 


                    Business
Day: The term “Business Day,” when used with respect to any Place of
Payment or any other particular location referred to in this Indenture or in
the Securities, shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment or
other location are authorized or obligated by law or executive order to close. 


                    Code:
The term “Code” shall mean the Internal Revenue Code of 1986 as in effect on
the date hereof. 


                    Company:
The term “Company” shall mean The Great Atlantic & Pacific Tea Company,
Inc., a Maryland corporation, and shall also include its successors and
assigns. 


                    Company
Order; Company Request: The term “Company Order” or “Company Request” shall
mean, respectively, a written order or request signed in the name of the
Company by the Chairman, President, Executive Vice President, Senior Vice
President, Vice President, Treasurer, or Controller, and the Assistant
Treasurer, Assistant Controller, Secretary or Assistant Secretary of the
Company, and delivered to the Trustee. 


                    Corporate
Trust Office: The term “Corporate Trust Office,” or other similar term,
shall mean the principal office of the Trustee at which at any particular time
its corporate trust business shall be administered, which office at the date
hereof is located at Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890, or such other address as the Trustee may designate from time to
time by notice to the holders and the Company, or the principal corporate trust
office of any successor Trustee (or such other address as such successor
Trustee may designate from time to time by notice to the holders and the
Company). 


                    Currency:
The term “Currency” shall mean U.S. Dollars or Foreign Currency. 


                    Default:
The term “Default” shall have the meaning assigned to it in Section 11.3. 


                    Defaulted
Interest: The term “Defaulted Interest” shall have the same meaning
assigned to it in Section 3.8(b). 


                    Depositary:
The term “Depositary” shall mean, with respect to the Securities of any series
issuable in whole or in part in the form of one or more Global Securities, the
Person designated as Depositary by the Company pursuant to Section 3.1 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is
more than one such Person, “Depositary” as used with respect to the Securities
of any such series shall mean the Depositary with respect to the Securities of
that series. 


                    Designated
Currency: The term “Designated Currency” shall have the same meaning
assigned to it in Section 3.12. 


                    Discharged:
The term “Discharged” shall have the meaning assigned to it in Section 12.3. 


                    Event
of Default: The term “Event of Default” shall have the meaning specified in
Section 7.1. 


-2-






                    Exchange
Act: The term “Exchange Act” shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder. 


                    Floating
Rate Security: The term “Floating Rate Security” shall mean a Security that
provides for the payment of interest at a variable rate determined periodically
by reference to an interest rate index specified pursuant to Section 3.1. 


                    Foreign
Currency: The term “Foreign Currency” shall mean a currency issued by the
government of any country other than the United States or a composite currency,
the value of which is determined by reference to the values of the currencies
of any group of countries. 


                    GAAP:
The term “GAAP”, with respect to any computation required or permitted
hereunder, with respect to any series of Securities issued under this
Indenture, shall mean generally accepted accounting principles in effect in the
United States of America which are applicable at the date of such computation
and which are consistently applied for all applicable periods or as otherwise
specified with respect to such series of Securities. 


                    Global
Security: The term “Global Security” shall mean any Registered Security
evidencing all or part of a series of Securities, issued in fully-registered
certificated form to the Depositary for such series in accordance with Section
3.3 and bearing the legend prescribed in Section 3.3(f). 


                    Indebtedness:
The term “Indebtedness” shall mean any and all obligations of a Person for
money borrowed which, in accordance with GAAP, would be reflected on the
balance sheet of such Person as a liability on the date as of which
Indebtedness is to be determined. 


                    Indenture:
The term “Indenture” or “this Indenture” shall mean this instrument and all
indentures supplemental thereto. 


                    Interest:
The term “interest” shall mean, with respect to an Original Issue Discount
Security that by its terms bears interest only after Maturity, interest payable
after Maturity. The term “interest” shall mean, with respect to any other
Security, interest payable in accordance with the terms of such Security. 


                    Interest
Payment Date: The term “Interest Payment Date” shall mean, with respect to
any Security, the Stated Maturity of an installment of interest on such
Security. 


                    Mandatory
Sinking Fund Payment: The term “Mandatory Sinking Fund Payment” shall have
the meaning assigned to it in Section 5.1. 


                    Maturity:
The term “Maturity,” with respect to any Security, shall mean the date on which
the principal of such Security shall become due and payable as therein and
herein provided, whether by declaration, call for redemption or otherwise. 


                    Members:
The term “Members” shall have the meaning assigned to it in Section 3.3(h). 


                    Officers’
Certificate: The term “Officers’ Certificate” shall mean a certificate
signed by the Chairman, the President, Executive Vice President or a Senior Vice
President, and by the Treasurer, an Assistant Treasurer, the Controller, the
Secretary or an Assistant Secretary of the Company and delivered to the
Trustee. Each such certificate shall include the statements provided for in
Section 16.1 if and to the extent required by the provisions of such Section.
One of the officers giving an Officers’ Certifi-


-3-






cate pursuant
to Section 6.7 shall be the principal executive officer, principal financial
officer or principal accounting officer of the Company. 


                    Opinion
of Counsel: The term “Opinion of Counsel” shall mean an opinion in writing
signed by legal counsel, who may be an employee of or of counsel to the
Company, or may be other counsel satisfactory to the Trustee. Each such opinion
shall include the statements provided for in Section 16.1 if and to the extent
required by the provisions of such Section. 


                    Optional
Sinking Fund Payment: The term “Optional Sinking Fund Payment” shall have
the meaning assigned to it in Section 5.1. 


                    Original
Issue Discount Security: The term “Original Issue Discount Security” shall
mean any Security that is issued with “original issue discount” within the
meaning of Section 1273(a) of the Code and the regulations thereunder and any
other Security designated by the Company as issued with original issue discount
for United States federal income tax purposes. 


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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (B)
 Securities or portions thereof 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 or from its obligations with respect to which
 the Company shall have been Discharged; provided, however, that if such
 Securities or portions thereof 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 


	
 

	
 


	
 

	
          (C)
 Securities that have been paid pursuant to Section 3.7 or in exchange for or
 in lieu of which other Securities have been authenticated and delivered
 pursuant to this Indenture, other than any such Securities in respect of
 which there shall have been presented to the Trustee proof satisfactory to it
 that such Securities are held by a bona fide purchaser in whose hands such
 Securities are valid obligations of the Company; 





provided,
however, that in determining whether the holders of the requisite principal
amount of Securities Outstanding have performed any action hereunder,
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such action, only Securities that a Responsible
Officer of the Trustee knows to be so owned shall be so disregarded. Securities
so owned that 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 with respect to such Securities and that the pledgee is not the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor. In determining whether the holders of the requisite
principal amount of Outstanding Securities have performed any action hereunder,
the principal amount of an Original Issue Discount Security that shall be
deemed to be Outstanding for such purpose shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon
a declaration of acceleration of the Maturity thereof pursuant to Section 7.2
and the principal 


-4-






amount of a
Security denominated in a Foreign Currency that shall be deemed to be
Outstanding for such purpose shall be the amount calculated pursuant to Section
3.11(b). 


                    Paying
Agent: The term “Paying Agent” shall have the meaning assigned to it in
Section 6.2(a). 


                    Person:
The term “Person” shall mean an individual, a corporation, a limited liability
company, a partnership, an association, a joint stock company, a trust, an
unincorporated organization or a government or an agency or political
subdivision thereof. 


                    Place
of Payment: The term “Place of Payment” shall mean, when used with respect
to the Securities of any series, the place or places where the principal of and
premium, if any, and interest on the Securities of that series are payable as
specified pursuant to Section 3.1. 


                    Predecessor
Security: The term “Predecessor Security” shall mean, with respect to any
Security, 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 3.7 in lieu
of a lost, destroyed or stolen Security shall be deemed to evidence the same
debt as the lost, destroyed or stolen Security. 


                    Record
Date: The term “Record Date” shall mean, with respect to any interest
payable on any Registered Security on any Interest Payment Date, the close of
business on the date specified in such Registered Security for the payment of
interest pursuant to Section 3.1. 


                    Redemption
Date: The term “Redemption Date” shall mean, when used with respect to any
Security to be redeemed, in whole or in part, the date fixed for such
redemption by or pursuant to this Indenture and the terms of such Security,
which, in the case of a Floating Rate Security, unless otherwise specified
pursuant to Section 3.1, shall be an Interest Payment Date only. 


                    Redemption
Price: The term “Redemption Price” shall mean, in the case of an Original
Issue Discount Security, the amount of the principal and interest that would be
due and payable as of the Redemption Date upon a declaration of acceleration of
the Maturity thereof pursuant to Section 7.2 and, in the case of any other
Security, the principal amount thereof, plus, in each case, premium, if any,
and accrued and unpaid interest, if any, to the Redemption Date. 


                    Register:
The term “Register” shall have the meaning assigned to it in Section 3.5(a). 


                    Registrar:
The term “Registrar” shall have the meaning assigned to it in Section 3.5(a). 


                    Registered
Security: The term “Registered Security” shall mean any Security registered
as to principal and interest in the Register. 


                    Responsible
Officers: The term “Responsible Officers” of the Trustee hereunder shall
mean any vice president, any assistant vice president, any assistant secretary,
any assistant treasurer, any trust officer, any assistant trust officer or any
other officer associated with the corporate trust department of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers, and, in the case of any such officer, with direct responsibility for
the administration of this Indenture, and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of such person’s knowledge of and familiarity with the
particular subject. 


                    SEC:
The term “SEC” shall mean the U.S. Securities and Exchange Commission. 


-5-






                    Securities
Act: The term “Securities Act” shall mean the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder. 


                    Security:
The term “Security” or “Securities” shall have the meaning stated in the
recitals and shall more particularly mean one or more of the Securities duly
authenticated by the Trustee and delivered pursuant to the provisions of this
Indenture. 


                    Security
Custodian: The term “Security Custodian” shall mean the custodian with
respect to any Global Security appointed by the Depositary, or any successor
Person thereto, and shall initially be the Paying Agent. 


                    Securityholder;
holder of Securities; holder; registered holder: The term “Securityholder” or
“holder of Securities” or “holder” or “registered holder,” with respect to a
Registered Security, shall mean the Person in whose name such Securities shall
be registered in the Register kept for that purpose hereunder. 


                    Senior
Indebtedness: The term “Senior Indebtedness” means the principal of (and
premium, if any) and unpaid interest on (x) Indebtedness of the Company,
whether outstanding on the date hereof or thereafter created, incurred, assumed
or guaranteed, for money borrowed other than (a) any Indebtedness of the
Company which when incurred and without respect to any election under Section
1111(b) of the Federal Bankruptcy Code, was without recourse to the Company,
(b) any Indebtedness of the Company to any of its Subsidiaries, (c)
Indebtedness to any employee of the Company, (d) any liability for taxes and
(e) Trade Payables, unless the instrument creating or evidencing the same or
pursuant to which the same is outstanding provides that such Indebtedness is
not senior or prior in right of payment to the Securities, and (y) renewals,
extensions, modifications and refundings of any such Indebtedness. This
definition may be modified or superseded by a supplemental indenture. 


                    Special
Record Date: The term “Special Record Date” shall have the meaning assigned
to it in Section 3.8(b)(i). 


                    Stated
Maturity: The term “Stated Maturity” when used with respect to any Security
or any installment of interest thereon, shall mean the date specified in such
Security as the fixed date on which the principal (or any portion thereof) of
or premium, if any, on such Security or such installment of interest is due and
payable. 


                    Subsidiary:
The term “Subsidiary,” when used with respect to any Person, shall mean any
corporation or other entity of which a majority of (a) the voting power of the
voting equity securities or (b) in the case of a partnership or any other
entity other than a corporation, the outstanding equity interests of which are
owned, directly or indirectly, by such Person. For the purposes of this
definition, “voting equity securities” means equity securities having voting
power for the election of directors. 


                    Successor
Company: The term “Successor Company” shall have the meaning assigned to it
in Section 3.6(i). 


                    Trade
Payables: The term “Trade Payables” means accounts payable or any other
Indebtedness or monetary obligations to trade creditors created or assumed by
the Company or any Subsidiary of the Company in the ordinary course of business
in connection with the obtaining of materials or services. 


                    Trust
Indenture Act; TIA: The term “Trust Indenture Act” or “TIA” shall mean the
Trust Indenture Act of 1939, as amended, and the rules and regulations
promulgated thereunder. 


-6-






                    Trustee:
The term “Trustee” shall mean Wilmington Trust Company, for the time being, and
any permitted successor trustee, and if at any time there is more than one such
trustee, “Trustee” as used with respect to the Securities of any series shall
mean the trustee with respect to Securities of that series. 


                    U.S.
Dollars: The term “U.S. Dollars” shall mean such 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. 


                    U.S.
Government Obligations: The term “U.S. Government Obligations” shall have
the meaning assigned to it in Section 12.3. 


                    United
States: The term “United States” shall mean the United States of America
(including the States and the District of Columbia), its territories and its
possessions and other areas subject to its jurisdiction. 


                    United
States Alien: The term “United States Alien” shall mean any Person who, for
United States federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a nonresident alien fiduciary of a foreign estate
or trust, or a foreign partnership, one or more members of which is, for United
States federal income tax purposes, a foreign corporation, a nonresident alien
individual or a nonresident alien fiduciary of a foreign estate or trust. 


ARTICLE II


FORMS OF SECURITIES


                    Section
2.1. Terms of the Securities. 


                    (a)
The Securities of each series shall be substantially in one of the forms
established by or pursuant to a Board Resolution and set forth in an Officers’
Certificate or in one or more indentures supplemental hereto, and 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 or designation and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any securities exchange on which any series of
the Securities may be listed or of any automated quotation system on which any
such series may be quoted, or to conform to usage, all as determined by the
officers executing such Securities as conclusively evidenced by their execution
of such Securities. If the form of a series of Securities is established in or
pursuant to a Board Resolution, a copy of such Board Resolution shall be
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.3 for the authentication and delivery of such
Securities of such series. 


                    (b)
The terms and provisions of the Securities shall constitute, and are hereby
expressly made, a part of this Indenture, and, to the extent applicable, the
Company and the Trustee, by their execution and delivery of this Indenture
expressly agree to such terms and provisions and to be bound thereby. 


                    Section
2.2. Form of Trustee’s Certificate of Authentication. 


                    (a)
Only such of the Securities as shall bear thereon a certificate substantially
in the form of the Trustee’s certificate of authentication hereinafter recited,
executed by a Responsible Officer of the Trustee by manual signature, shall be
valid or become obligatory for any purpose or entitle the 


-7-






holder thereof
to any right or benefit under this Indenture, and the certificate of
authentication by the Trustee upon any such Security executed on behalf of the
Company as aforesaid shall be conclusive evidence that the Security so
authenticated has been duly authenticated and delivered hereunder and that the
holder thereof is entitled to the benefits of this Indenture. 


                    (b)
Each Security shall be dated the date of its authentication, except that any
Global Security shall be dated as of the date specified as contemplated in
Section 3.1. 


                    (c)
The form of the Trustee’s certificate of authentication to be borne by the
Securities shall be substantially as follows: 


CERTIFICATE OF AUTHENTICATION


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


	
 

	
 

	
 


	
 

	
WILMINGTON
 TRUST COMPANY,

 as Trustee


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Authorized
 Signatory





                    Section
2.3. Form of Trustee’s Certificate of Authentication by an Authenticating
Agent. If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Trustee’s Certificate of
Authentication by such Authenticating Agent to be borne by Securities of each
such series shall be substantially as follows: 


CERTIFICATE OF AUTHENTICATION


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


	
 

	
 

	
 


	
 

	
WILMINGTON
 TRUST COMPANY,

 as Authenticating Agent


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Authorized
 Signatory





ARTICLE III


THE DEBT SECURITIES


                    Section
3.1. Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities that may be authenticated and delivered under this
Indenture is unlimited. The Securities may be issued in one or more series.
There shall be established by or pursuant to a Board Resolution of the Company,
and set forth in an Officers’ Certificate of the Company, or established in one
or more indentures supplemental hereto, prior to the issuance of Securities of
any series: 


-8-






	
 

	
 


	
 

	
          (a)
 the title of the Securities of the series (which shall distinguish the
 Securities of such series from the Securities of all other series, except to
 the extent that additional Securities of an existing series are being
 issued); 


	
 

	
 


	
 

	
          (b)
 any limit upon the aggregate principal amount of the Securities of the series
 that may be authenticated and delivered under this Indenture (except for
 Securities authenticated and delivered upon transfer of, or in exchange for,
 or in lieu of, other Securities of such series pursuant to Section 3.4, 3.6,
 3.7, 4.6, or 14.5); 


	
 

	
 


	
 

	
          (c)
 the dates on which or periods during which the Securities of the series may
 be issued, and the dates on, or the range of dates within, which the
 principal of and premium, if any, on the Securities of such series are or may
 be payable; 


	
 

	
 


	
 

	
          (d)
 the rate or rates at which the Securities of the series shall bear interest,
 if any, or the method by which such rate or rates shall be determined, the
 date or dates from which such interest shall accrue, or the method by which
 such date or dates shall be determined, the Interest Payment Dates on which
 any such interest shall be payable, and, in the case of Registered
 Securities, the Record Dates for the determination of holders to whom
 interest is payable on such Interest Payment Dates; 


	
 

	
 


	
 

	
          (e)
 if other than U.S. Dollars, the Currency in which Securities of the series
 shall be denominated or in which payment of the principal of, premium, if
 any, or interest on the Securities of the series shall be payable and any
 other terms concerning such payment; 


	
 

	
 


	
 

	
          (f)
 if the amount of payment of principal of, premium, if any, or interest on the
 Securities of the series may be determined with reference to an index,
 formula or other method including, but not limited to, an index based on a
 Currency or Currencies other than that in which the Securities are stated to
 be payable, the manner in which such amounts shall be determined; 


	
 

	
 


	
 

	
          (g)
 if the principal of, premium, if any, or interest on Securities of the series
 are to be payable, at the election of the Company or a holder thereof, in a
 Currency other than that in which the Securities are denominated or stated to
 be payable without such election, the period or periods within which, and the
 terms and conditions upon which such election may be made and the time and
 the manner of determining the exchange rate between the Currency in which the
 Securities are denominated or payable without such election and the Currency
 in which the Securities are to be paid if such election is made; 


	
 

	
 


	
 

	
          (h)
 the place or places, if any, in addition to or instead of the Corporate Trust
 Office of the Trustee where the principal of, premium, if any, and interest
 on Securities of the series shall be payable, and where Securities of any
 series that are convertible or exchangeable may be surrendered for conversion
 or exchange, as applicable, if a different location; 


	
 

	
 


	
 

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


	
 

	
 


	
 

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





-9-







	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (l)
 if other than the principal amount thereof, the portion of the principal
 amount of the Securities of the series which shall be payable upon
 declaration of acceleration of the Maturity thereof pursuant to Section 7.2; 


	
 

	
 


	
 

	
          (m)
 whether the Securities of the series are to be issued as Original Issue
 Discount Securities and the amount of discount with which such Securities may
 be issued; 


	
 

	
 


	
 

	
          (n)
 provisions, if any, for the defeasance and/or discharge of Securities of the
 series pursuant to Article 12, or as otherwise provided for in an Officers’
 Certificate or indenture supplemental for such series of Securities; 


	
 

	
 


	
 

	
          (o)
 whether the Securities of the series are to be issued in whole or in part in
 the form of one or more Global Securities and, in such case, the Depositary
 for such Global Security or Securities and the terms and conditions, if any,
 upon which interests in such Global Security or Securities may be exchanged
 in whole or in part for the individual Securities represented thereby; 


	
 

	
 


	
 

	
          (p)
 the date as of which any Global Security of the series shall be dated if
 other than the original issuance of the first Security of the series to be
 issued; 


	
 

	
 


	
 

	
          (q)
 the form of the Securities of the series; 


	
 

	
 


	
 

	
          (r)
 if the Securities of the series are to be convertible into or exchangeable
 for any securities of any Person (including the Company), the terms and
 conditions upon which such Securities will be so convertible or exchangeable;
 


	
 

	
 


	
 

	
          (s)
 whether the Securities of the series will be guaranteed by any persons and,
 if so, the identity of such persons, the terms and conditions upon which such
 Securities will be guaranteed and, if applicable, the terms and conditions
 upon which such guarantees may be subordinated to other indebtedness of the
 respective guarantors; 


	
 

	
 


	
 

	
          (t)
 whether the Securities of such series are subject to subordination and the
 terms of such subordination; and 


	
 

	
 


	
 

	
          (u)
 any other terms of the Securities of the series including but not limited to
 Events of Default and/or additional covenants of the Company, whether or not
 consistent with this Indenture. 





                    Terms
of any series of Securities established pursuant to this Section 3.1 shall not
be inconsistent with the requirements of the Trust Indenture Act or the
provisions of this Indenture. All Securities of any one series shall be
substantially identical, except as to denomination and except as may otherwise
be provided by or pursuant to such Board Resolution, and set forth in such
Officers’ Certificate, or in any such indenture supplemental hereto. If any of
the terms of a series of Securities are established by action taken pursuant to
a Board Resolution, a copy of such Board Resolution shall be delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by
Section 3.3 for the authentication and delivery of such Securities of such
series. 


-10-






                    The
Company shall be entitled to issue additional Securities of any series under
this Indenture, which Securities shall have identical terms as the applicable
series of Securities initially issued under this Indenture, other than with
respect to the date of issuance and the issuance price. 


                    Section
3.2. Denominations. In the absence of any specification pursuant to
Section 3.1 with respect to Securities of any series, the Securities of such
series shall be issuable only as Registered Securities in denominations of any
integral multiple of $1,000, and shall be payable only in U.S. Dollars;
provided, however, that Securities may from time to time be issuable in denominations
of less than $1,000 if, and solely to the extent that, reliance on this proviso
is necessary to accommodate book-entry positions that have been created in
denominations of less than $1,000 by the Depositary. 


                    Section
3.3. Execution, Authentication, Delivery and Dating. 


                    (a)
The Securities shall be executed in the name and on behalf of the Company by
the manual, facsimile or Adobe PDF signature of its Chairman of the Board of
Directors, its President, one of its Executive Vice Presidents or one of its
Senior Vice Presidents which shall be attested by the manual or facsimile
signature of its Secretary or one of its Assistant Secretaries. If the Person
whose signature is on a Security no longer holds that office at the time the
Security is authenticated and delivered, the Security shall nevertheless be
valid. 


                    (b)
At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities. The Trustee shall thereupon
authenticate and deliver such Securities without any further action by the Company.
The Company Order shall specify the amount of the Securities to be
authenticated, the date on which the original issue of Securities is to be
authenticated, and to whom such securities should be delivered. The Trustee
shall have no obligation to authenticate any Securities under this Indenture
unless it has first received a Company Order for the authentication and
delivery of such Securities as described in this Section 3.3(b). 


                    (c)
In authenticating Securities of any series and accepting the additional
responsibilities under this Indenture in relation to such Securities the
Trustee shall receive, and (subject to Section 11.2) shall be fully protected
in relying upon: 


	
 

	
 

	
 


	
 

	
          (i)
 the Board Resolution and the Officers’ Certificate or supplemental indenture,
 as applicable, relating thereto and, if applicable, an appropriate record of
 any action taken pursuant to such supplemental indenture, certificate or
 resolution, certified by the Secretary or an Assistant Secretary of the
 Company; 


	
 

	
 


	
 

	
          (ii)
 an Officers’ Certificate of the Company as to the absence of any event that
 is, or after notice or lapse of time or both would become, an Event of
 Default; and 


	
 

	
 


	
 

	
          (iii)
 an Opinion of Counsel prepared in accordance with Section 16.1, which shall
 state: 


	
 

	
 

	
 


	
 

	
 

	
          (A)
 that the form and terms of such Securities have been established by or
 pursuant to one or more Board Resolutions, and by an Officer’s Certificate or
 supplemental indenture as permitted by Sections 14.1 or 14.2, or by all such
 resolution or resolutions, certificate and supplemental indenture, in
 conformity with the provisions of this Indenture; 





-11-







	
 

	
 

	
 


	
 

	
 

	
          (B)
 that such Securities, when authenticated and delivered by the Trustee and issued
 by the Company in the manner and subject to any conditions specified in such
 Opinion of Counsel, will constitute valid and legally binding obligations of
 the Company, enforceable in accordance with their terms, and will be entitled
 to the benefits of this Indenture; 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
          (D)
 that all requirements of the Indenture applicable to the Company in respect
 of the execution and delivery by the Company of the Securities and of such
 supplemental indenture, if any, have been complied with and, that assuming
 (a) all requisite corporate authorization on the part of the Trustee, (b)
 continued compliance by the Trustee with the terms of the Indenture
 specifically applicable to the Trustee, and (c) due authentication and
 delivery of the Securities by the Trustee, the execution and delivery of such
 supplemental indenture, if any, will not violate the terms of this Indenture.
 





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


                    (e)
Each Security shall be dated the date of its authentication, except as
otherwise provided pursuant to Section 3.1 with respect to the Securities of
such series. 


                    (f)
If the Company shall establish pursuant to Section 3.1 that the Securities of a
series are to be issued in whole or in part in the form of one or more Global
Securities, then the Company shall execute and upon receipt of a Company Order
the Trustee shall authenticate and deliver one or more Global Securities that
(i) shall represent an aggregate amount equal to the aggregate principal amount
of the Outstanding Securities of such series to be represented by such Global
Securities, (ii) shall be registered, if in registered form, in the name of the
Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary’s instruction and (iv) shall bear a legend
substantially to the following effect: 


	
 

	
 

	
 


	
 

	
“UNLESS AND
 UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES
 REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
 WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
 DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
 DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
 SUCCESSOR DEPOSITARY.” 

	
 





The aggregate
principal amount of each Global Security may from time to time be increased or
decreased by adjustments made on the records of the Security Custodian, as
provided in this Indenture. 


                    (g)
Each Depositary designated pursuant to Section 3.1 for a Global Security in
registered form must, at the time of its designation and at all times while it
serves as such Depositary, be a clearing agency registered under the Exchange
Act and any other applicable statute or regulation. 


                    (h)
Members of, or participants in, the Depositary (“Members”) shall have no rights
under this Indenture with respect to any Global Security held on their behalf
by the Depositary or by the 


-12-






Security
Custodian under such Global Security, and the Depositary may be treated by the
Company, the Trustee, the Paying Agent and the Registrar and any of their
agents as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee, the Paying Agent or the Registrar or any of their agents
from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its
Members, the operation of customary practices of the Depositary governing the
exercise of the rights of an owner of a beneficial interest in any Global
Security. The registered holder of a Global Security may grant proxies and
otherwise authorize any Person, including Members and Persons that may hold
interests through Members, to take any action that a holder is entitled to take
under this Indenture or the Securities. 


                    (i)
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 one of the forms provided for
herein duly executed by the Trustee by manual signature of one of its
Responsible Officers or by an Authenticating Agent, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. 


                    Section
3.4. Temporary Securities. 


                    (a)
Pending the preparation of definitive Securities of any series, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities that are printed, lithographed, typewritten, mimeographed
or otherwise reproduced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued, in
registered form and with such appropriate insertions, omissions, substitutions
and other variations as the officers of the Company executing such Securities
may determine, as conclusively evidenced by their execution of such Securities.
Any such temporary Security may be in global form, representing all or a
portion of the Outstanding Securities of such series. Every such temporary
Security shall be executed by the Company and upon receipt of a Company Order
shall be authenticated and delivered by the Trustee upon the same conditions
and in substantially the same manner, and with the same effect, as the
definitive Security or Securities in lieu of which it is issued. 


                    (b)
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 of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of such temporary Securities at the office or agency
of the Company in a Place of Payment for such series, without charge to the
holder. Upon surrender for cancellation of any one or more temporary Securities
of any series, the Company shall execute and upon receipt of a Company Order
the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of the same series of authorized
denominations and of like tenor. Until so exchanged, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series. 


                    (c)
Upon any exchange of a portion of a temporary Global Security for a definitive
Global Security or for the individual Securities represented thereby pursuant
to this Section 3.4 or Section 3.6, the temporary Global Security shall be
endorsed by the Trustee to reflect the reduction of the principal amount
evidenced thereby, whereupon the principal amount of such temporary Global
Security shall be reduced for all purposes by the amount so exchanged and
endorsed. 


-13-






                    Section
3.5. Registrar and Paying Agent. 


                    (a)
The Company will keep, at an office or agency to be maintained by it in a Place
of Payment where Registered Securities may be presented for registration or
presented and surrendered for registration of transfer or of exchange, and
where Securities of any series that are convertible or exchangeable may be
surrendered for conversion or exchange, as applicable (the “Registrar”), a
security register for the registration and the registration of transfer or of
exchange of the Registered Securities (the registers maintained in such office
and in any other office or agency of the Company in a Place of Payment being
herein sometimes collectively referred to as the “Register”), as in this
Indenture provided, which Register shall at all reasonable times be open for
inspection by the Trustee. Such Register shall be in written form or in any
other form capable of being converted into written form within a reasonable
time. The Company may have one or more co-Registrars; the term “Registrar”
includes any co-registrar. 


                    (b)
The Company shall enter into an appropriate agency agreement with any Registrar
or co-Registrar not a party to this Indenture. The agreement shall implement
the provisions of this Indenture that relate to such agent. The Company shall
notify the Trustee of the name and address of each such agent. If the Company
fails to maintain a Registrar, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 11.1. The
Company or any Affiliate thereof may act as Registrar, co-Registrar or transfer
agent. 


                    (c)
The Company hereby appoints the Trustee at its Corporate Trust Office as
Registrar in connection with the Securities and this Indenture, until such time
as another Person is appointed as such. 


                    Section
3.6. Transfer and Exchange. 


                    (a)
Transfer. 


                    (i)
Upon surrender for registration of transfer of any Registered Security of any
series at the Registrar, the Company shall execute, and upon receipt of a
Company Order the Trustee shall authenticate and deliver, in the name of the
designated transferee, one or more new Registered Securities of the same series
for like aggregate principal amount of any authorized denomination or
denominations. The transfer of any Security shall not be valid as against the
Company or the Trustee unless registered at the Registrar by the registered
holder, or by his, her or its attorney duly authorized in writing. 


                    (ii)
Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for the individual Securities represented
thereby, a Global Security representing all or a portion of the Securities of a
series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary. 


                    (b)
Exchange. (i) At the option of the holder, Registered Securities of any
series (other than a Global Security, except as set forth below) may be
exchanged for other Registered Securities of the same series for like aggregate
principal amount of any authorized denomination or denominations, upon
surrender of the Registered Securities to be exchanged at the Registrar. 


                    (ii)
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and upon receipt of a Company Order the Trustee shall authenticate and
deliver, the Securities that the holder making the exchange is entitled to
receive. 


-14-






                    (c)
Exchange of Global Securities for Individual Securities. Except as
provided below, owners of beneficial interests in Global Securities will not be
entitled to receive individual definitive Securities. 


	
 

	
 

	
 


	
 

	
          (i)
 Individual definitive Securities shall be issued to all owners of beneficial
 interests in a Global Security in exchange for such interests if: (A) at any
 time the Depositary for the Securities of a series notifies the Company that
 it is unwilling or unable to continue as Depositary for the Securities of
 such series or if at any time the Depositary for the Securities of such
 series shall no longer be eligible under Section 3.3(g) and, in each case, a
 successor Depositary is not appointed by the Company within 90 days of such
 notice, or (B) the Company executes and delivers to the Trustee and the
 Registrar an Officers’ Certificate stating that such Global Security shall be
 so exchangeable. 


	
 

	
 


	
 

	
          In
 connection with the exchange of an entire Global Security for individual
 definitive Securities pursuant to this subsection (c), such Global Security
 shall be deemed to be surrendered to the Trustee for cancellation, and the
 Company shall execute, and the Trustee, upon receipt of a Company Order for
 the authentication and delivery of individual definitive Securities of such
 series, will authenticate and deliver to each beneficial owner identified by
 the Depositary in exchange for its beneficial interest in such Global
 Security, an equal aggregate principal amount of individual definitive
 Securities of authorized denominations. 


	
 

	
 


	
 

	
          (ii)
 The owner of a beneficial interest in a Global Security will be entitled to
 receive an individual Security in exchange for such interest if an Event of
 Default has occurred and is continuing. Upon receipt by the Security
 Custodian and Registrar of instructions from the holder of a Global Security
 directing the Security Custodian and Registrar to (x) issue one or more
 individual Securities in the amounts specified to the owner of a beneficial
 interest in such Global Security and (y) debit or cause to be debited an
 equivalent amount of beneficial interest in such Global Security, subject to
 the rules and regulations of the Depositary: 


	
 

	
 

	
 


	
 

	
 

	
          (A)
 the Security Custodian and Registrar shall notify the Company and the Trustee
 of such instructions, identifying the owner and amount of such beneficial interest
 in such Global Security; 


	
 

	
 

	
 


	
 

	
 

	
          (B)
 the Company shall promptly execute and the Trustee, upon receipt of a Company
 Order for the authentication and delivery of individual Securities of such
 series, shall authenticate and deliver to such beneficial owner individual
 Securities in an equivalent amount to such beneficial interest in such Global
 Security; and 


	
 

	
 

	
 


	
 

	
 

	
          (C)
 the Security Custodian and Registrar shall decrease such Global Security by
 such amount in accordance with the foregoing. In the event that the
 individual Securities are not issued to each such beneficial owner promptly
 after the Registrar has received a request from the holder of a Global
 Security to issue such individual Securities, the Company expressly acknowledges,
 with respect to the right of any holder to pursue a remedy pursuant to
 Section 7.7 hereof, the right of any beneficial holder of Securities to
 pursue such remedy with respect to the portion of the Global Security that
 represents such beneficial holder’s Securities as if such individual
 Securities had been issued. 


	
 

	
 


	
 

	
          (iii)
 If specified by the Company pursuant to Section 3.1 with respect to a series
 of Securities, the Depositary for such series of Securities may surrender a
 Global Security for such series of Securities in exchange in whole or in part
 for individual definitive Securities of such series on such terms as are
 acceptable to the Company and such Depositary. Thereupon, the Com-





-15-







	
 

	
 

	
 


	
 

	
pany shall
 execute, and upon receipt of a Company Order the Trustee shall authenticate
 and deliver, without service charge, 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
          (B)
 to such Depositary a new Global Security in a denomination equal to the
 difference, if any, between the principal amount of the surrendered Global
 Security and the aggregate principal amount of individual definitive
 Securities delivered to holders thereof. 


	
 

	
 


	
 

	
          (iv)
 In any exchange provided for in clauses (i) through (iii), the Company will
 execute and upon receipt of a Company Order the Trustee will authenticate and
 deliver individual definitive Securities in registered form in authorized
 denominations. 


	
 

	
 


	
 

	
          (v)
 Upon the exchange in full of a Global Security for individual definitive
 Securities, such Global Security shall be canceled by the Trustee. Individual
 Registered Securities issued in exchange for a Global Security pursuant to
 this Section shall be registered in such names and in such authorized
 denominations as the Depositary for such Global Security, pursuant to
 instructions from its direct or indirect participants or otherwise, shall
 instruct the Trustee. The Trustee shall deliver such Registered Securities to
 the Persons in whose names such Registered Securities are so registered. 





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


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


                    (f)
No service charge will be made for any registration of transfer or exchange of
Securities; provided, however, that the Company, the Trustee or the Registrar
may require payment of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than those expressly provided in this
Indenture to be made at the Company’s own expense or without expense or charge
to the holders. 


                    (g)
The Company shall not be required to (i) register, transfer or exchange
Securities of any series during a period beginning at the opening of business
15 days before the day of the transmission of a notice of redemption of Securities
of such series selected for redemption under Section 4.3 and ending at the
close of business on the day of such transmission, or (ii) register, transfer
or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part. 


                    (h)
Prior to the due presentation for registration of transfer or exchange of any
Security, the Company, the Trustee, the Paying Agent, the Registrar or any
co-Registrar may deem and treat the Person in whose name a Security is
registered as the absolute owner of such Security (whether or not 


-16-






such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for all purposes whatsoever, and none of the Company, the Trustee, the
Paying Agent, the Registrar or any co-Registrar shall be affected by any notice
to the contrary. 


                    (i)
In case a successor Company (“Successor Company”) has executed an indenture
supplemental hereto with the Trustee pursuant to Article XIV, any of the
Securities authenticated or delivered pursuant to such transaction may, from
time to time, at the request of the Successor Company, be exchanged for other
Securities executed in the name of the Successor Company with such changes in
phraseology and form as may be appropriate, but otherwise identical to the
Securities surrendered for such exchange and of like principal amount; and the
Trustee, upon Company Order of the Successor Company, shall authenticate and
deliver Securities as specified in such order for the purpose of such exchange.
If Securities shall at any time be authenticated and delivered in any new name
of a Successor Company pursuant to this Section 3.6 in exchange or substitution
for or upon registration of transfer of any Securities, such Successor Company,
at the option of the holders but without expense to them, shall provide for the
exchange of all Securities at the time Outstanding for Securities authenticated
and delivered in such new name. 


                    (j)
Each holder of a Security agrees to indemnify the Company, the Registrar and
the Trustee against any liability that may result from the transfer, exchange
or assignment of such holder’s Security in violation of any provision of this
Indenture and/or applicable United States federal or state securities laws. 


                    (k)
The Trustee shall have no obligation or duty to monitor, determine or inquire
as to compliance with any restrictions on transfer imposed under this Indenture
or under applicable law with respect to any transfer of any interest in any
Security other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof. 


                    (l)
Neither the Trustee nor any agent of the Trustee shall have any responsibility
for any actions taken or not taken by the Depositary. 


                    Section
3.7. Mutilated, Destroyed, Lost and Stolen Securities. 


                    (a)
If (i) any mutilated Security is surrendered to the Trustee at its Corporate
Trust Office or (ii) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security, and there is
delivered to the Company and the Trustee security or indemnity satisfactory to
them to save each of them and any Paying Agent harmless, and neither the
Company nor the Trustee receives notice that such Security has been acquired by
a bona fide purchaser, then the Company shall execute and upon Company Request
the Trustee shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Security, a new Security of the same
series and of like tenor, form, terms and principal amount, bearing a number
not contemporaneously Outstanding. Any new Security authenticated and
delivered, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Security, under this Section 3.7(a) shall not gain and shall not lose
any interest with respect to any such mutilated, destroyed, lost or stolen
Security as a result from such exchange or substitution. 


                    (b)
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 the amount due on such Security in accordance with
its terms. 


-17-






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


                    (d)
Every new Security of any series issued pursuant to this Section 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 that
series duly issued hereunder. 


                    (e)
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
3.8. Payment of Interest; Interest Rights Preserved. 


                    (a)
The interest on any Registered Security that is payable and is punctually paid
or duly provided for on any Interest Payment Date shall be paid to the Person
in whose name such Registered Security (or one or more Predecessor Securities)
is registered at the close of business on the Record Date for such interest
notwithstanding the cancellation of such Registered Security upon any transfer
or exchange subsequent to the Record Date. Payment of interest on Registered
Securities shall be made at the Corporate Trust Office (except as otherwise
specified pursuant to Section 3.1) or, at the option of the Company, by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Register or, if provided pursuant to Section 3.1 and in
accordance with arrangements satisfactory to the Trustee, at the option of the
Registered Holder by wire transfer to an account designated by the Registered
Holder. 


                    (b)
Any interest on any Security that is payable but is not punctually paid or duly
provided for on any Interest Payment Date (herein called “Defaulted Interest”)
shall, if such Security is a Registered Security, forthwith cease to be payable
to the Registered Holder on the relevant Record Date by virtue of his, her or
its having been such a Registered Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in clause (i) or
(ii) below: 


	
 

	
 


	
 

	
          (i)
 The Company may elect to make payment of any Defaulted Interest to the
 Persons in whose names such Registered 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 (a “Special Record
 Date”), 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 Registered 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 satisfactory to the
 Trustee for such deposit prior to the date of the proposed payment, such
 money when deposited to be held in trust for the benefit of the Persons
 entitled to such Defaulted Interest as in this clause provided. Thereupon the
 Trustee shall fix a Special Record Date for the payment of such Defaulted
 Interest which shall be not more than 15 calendar days and not less than 10
 calendar days prior to the date of the proposed payment and not less than 10
 calendar 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 holders of
 such Registered Securities at their addresses as they appear in the Register,
 not less than 10 calendar days prior to such Special 





-18-







	
 

	
 


	
 

	
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 Registered Securities (or
 their respective Predecessor Securities) are registered at the close of
 business on such Special Record Date and shall no longer be payable pursuant
 to the following clause (ii). 


	
 

	
 


	
 

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





                    (c)
Subject to the provisions set forth herein relating to Record Dates, each
Security delivered pursuant to any provision of this Indenture in exchange or
substitution for, or upon registration of transfer of, any other Security shall
carry all the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security. 


                    Section
3.9. Cancellation. Unless otherwise specified pursuant to Section 3.1
for Securities of any series, all Securities surrendered for payment,
redemption, registration of transfer or exchange or credit against any sinking
fund or otherwise shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee for cancellation and shall be promptly canceled by
it and, if surrendered to the Trustee, 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 that the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled
by the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. The Trustee shall dispose of all canceled
Securities held by it in accordance with its then customary procedures and, if
requested by the Company in writing, deliver a certificate of such disposal to
the Company. The acquisition of any Securities by the Company shall not operate
as a redemption or satisfaction of the Indebtedness represented thereby unless
and until such Securities are surrendered to the Trustee for cancellation. 


                    Section
3.10. Computation of Interest. Except as otherwise specified pursuant to
Section 3.1 for Securities of any series, interest on the Securities of each
series shall be computed on the basis of a 360-day year of twelve 30-day
months. 


                    Section
3.11. Currency of Payments in Respect of Securities. 


                    (a)
Except as otherwise specified pursuant to Section 3.1 for Registered Securities
of any series, payment of the principal of and premium, if any, and interest on
Registered Securities of such series will be made in U.S. Dollars. 


                    (b)
For purposes of any provision of the Indenture where the holders of Outstanding
Securities may perform an action that requires that a specified percentage of
the Outstanding Securities of all series perform such action and for purposes
of any decision or determination by the Trustee of amounts due and unpaid for
the principal of and premium, if any, and interest on the Securities of all
series in respect of which moneys are to be disbursed ratably, the principal of
and premium, if any, and interest on the Outstanding Securities denominated in
a Foreign Currency will be the amount in U.S. Dollars based upon exchange
rates, determined as specified pursuant to Section 3.1 for Securities of such
series, as of the date for determining whether the holders entitled to perform
such action have performed it or as of the date of such decision or
determination by the Trustee, as the case may be. 


-19-







                    (c)
Any decision or determination to be made regarding exchange rates shall be made
by an agent appointed by the Company; provided, that such agent shall accept
such appointment in writing and the terms of such appointment shall, in the
opinion of the Company at the time of such appointment, require such agent to
make such determination by a method consistent with the method provided
pursuant to Section 3.1 for the making of such decision or determination. All
decisions and determinations of such agent regarding exchange rates shall be in
its sole discretion and shall, in the absence of manifest error, be conclusive
for all purposes and irrevocably binding upon the Company, the Trustee and all
holders of the Securities. 


                    Section
3.12. Judgments. The Company may provide pursuant to Section 3.1 for
Securities of any series that (a) the obligation, if any, of the Company to pay
the principal of, premium, if any, and interest on the Securities of any series
in a Foreign Currency or U.S. Dollars (the “Designated Currency”) as may be
specified pursuant to Section 3.1 is of the essence and agrees that, to the
fullest extent possible under applicable law, judgments in respect of such
Securities shall be given in the Designated Currency; (b) the obligation of the
Company to make payments in the Designated Currency of the principal of and
premium, if any, and interest on such Securities shall, notwithstanding any
payment in any other Currency (whether pursuant to a judgment or otherwise), be
discharged only to the extent of the amount in the Designated Currency that the
holder receiving such payment may, in accordance with normal banking
procedures, purchase with the sum paid in such other Currency (after any
premium and cost of exchange) on the business day in the country of issue of
the Designated Currency or in the international banking community (in the case
of a composite currency) immediately following the day on which such holder
receives such payment; (c) if the amount in the Designated Currency that may be
so purchased for any reason falls short of the amount originally due, the
Company shall pay such additional amounts as may be necessary to compensate for
such shortfall; and (d) any obligation of the Company not discharged by such
payment shall be due as a separate and independent obligation and, until
discharged as provided herein, shall continue in full force and effect. 


                    Section
3.13. CUSIP Numbers. The Company in issuing any Securities may use CUSIP
numbers, if then generally in use, and thereafter with respect to such series,
the Trustee may use such numbers in any notice of redemption or exchange with
respect to such series 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 in
writing of any change in the CUSIP numbers. 


ARTICLE IV


REDEMPTION OF SECURITIES


                    Section
4.1. Applicability of Right of Redemption. Redemption of Securities
(other than pursuant to a sinking fund or analogous provision) permitted by the
terms of any series of Securities shall be made in accordance with such terms
(except as otherwise specified pursuant to Section 3.1 for Securities of any series)
in accordance with this Article; provided, however, that if any such terms of a
series of Securities shall conflict with any provision of this Article, the
terms of such series shall govern. 


                    Section
4.2. Selection of Securities to be Redeemed. 


                    (a)
If the Company shall at any time elect to redeem all or any portion of the
Securities of a series then Outstanding, it shall at least 45 days prior to the
Redemption Date fixed by the Company (unless a shorter period shall be
satisfactory to the Trustee) notify the Trustee of such Redemption


-20-






Date and of
the principal amount of Securities to be redeemed, and thereupon the Trustee
shall select by such manner as the Trustee shall deem reasonable, the
Securities (or portions thereof) of such series to be redeemed. Unless
otherwise provided in the Officers’ Certificate or supplemental indenture
provided for in Section 3.1, no Security of a denomination of $1,000 shall be
redeemed in part and Securities may be redeemed in part only in integral
multiples of $1,000 (unless such Securities are issued in a denomination of
less than $1,000 as described in Section 3.2). In any case where more than one
Registered Security of such series is registered in the same name, the Trustee
shall treat the aggregate principal amount so registered as if it were
represented by one Registered Security of such series unless the Trustee is
provided with contrary evidence respecting such treatment that in the Trustee’s
reasonable opinion is credible. The Trustee shall, as soon as practicable,
notify the Company in writing of the Securities and portions of Securities so
selected. 


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


                    Section
4.3. Notice of Redemption. 


                    (a)
The election of the Company to redeem any Securities of any series shall be
evidenced by a Board Resolution. Notice of redemption 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, not less than 30 nor more than 60 days prior to the
Redemption Date, to the holders of Securities of any series to be redeemed in
whole or in part pursuant to this Article, in the manner provided in Section
16.5. Any notice so given shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice. Failure to give such
notice, or any defect in such notice to the holder of any Security of a series
designated for redemption, in whole or in part, shall not affect the
sufficiency of any notice of redemption with respect to the holder of any other
Security of such series. 


                    (b)
All notices of redemption shall identify the Securities to be redeemed
(including CUSIP numbers) and shall state: 


	
 

	
 


	
 

	
          (i)
  such election by the Company to redeem Securities of such series pursuant to
  provisions contained in this Indenture or the terms of the Securities of such
  series or a supplemental indenture establishing such series, if such be the
  case; 


	
 

	
 


	
 

	
          (ii)
  the Redemption Date; 


	
 

	
 


	
 

	
          (iii)
  the Redemption Price; 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (vi)
  the Place or Places of Payment where such Securities are to be surrendered
  for payment of the Redemption Price,
  and that the Securities designated in such notice for redemp-





-21-






	
 

	
 


	
 

	
tion are required
  to be presented on or after such Redemption Date at the designated Place of
  Payment; 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (viii)
  if any Security of any series is to be redeemed in part, that on and after
  the Redemption Date, upon surrender of such Security, such Security will be
  canceled and a new Security or Securities of such series in aggregate
  principal amount equal to the unredeemed portion thereof will be issued and
  delivered without charge to the holder or, in the case of Securities
  providing appropriate space for such notation, at the option of the holders,
  the Trustee, in lieu of delivering a new Security or Securities as aforesaid,
  may make a notation on such Security of the payment of the redeemed portion
  thereof. 





                    Section
4.4. Deposit of Redemption Price. On or prior to 10:00 a.m., New York
City time, on the Redemption Date for any Registered Securities, 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 6.3) an amount of money in same day funds in the Currency in which such
Securities are denominated (except as provided pursuant to Section 3.1)
sufficient to pay the Redemption Price of such Securities or any portions
thereof that are to be redeemed on that date. 


                    Section
4.5. Securities Payable on Redemption Date. Notice of redemption having
been given as aforesaid, any Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price 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 any such Security for redemption in accordance with said notice, the Company
shall pay the Redemption Price with respect to such Securities; provided,
however, that installments of interest that have a Stated Maturity on or prior
to the Redemption Date for such Securities shall be payable according to the
terms of such Securities and the provisions of Section 3.8. 


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


                    Section
4.6. Securities Redeemed in Part. Any Security that is to be redeemed
only in part shall be surrendered at the Corporate Trust Office or such other
office or agency of the Company as is specified pursuant to Section 3.1 with,
if the Company, the Registrar or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company, the
Registrar and the Trustee duly executed by the holder thereof or his, her or
its attorney duly authorized in writing, and the Company shall execute, and
upon receipt of a Company Order the Trustee shall authenticate and deliver to
the holder of such Security without service charge, a new Security or
Securities of the same series, of like tenor and form, 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; except that if a Global Security is so surrendered, the Company
shall execute, and upon receipt of a Company Order the Trustee shall
authenticate and deliver to the Depositary for such Global Security, without
service charge, a new Global Security in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Global Security so
surrendered. In the case of a Security providing appropriate space for such
notation, at the option of the holder thereof, the Trustee, in lieu of
delivering a new Security or Securities as aforesaid, may make a notation on
such Security of the payment of the redeemed portion thereof. 


-22-






ARTICLE V


SINKING FUNDS


                    Section
5.1. Applicability of Sinking Fund. 


                    (a)
Redemption of Securities permitted or required pursuant to a sinking fund for
the retirement of Securities of a series by the terms of such series of
Securities shall be made in accordance with such terms of such series of
Securities and this Article, except as otherwise specified pursuant to Section
3.1 for Securities of such series, provided, however, that if any such terms of
a series of Securities shall conflict with any provision of this Article, the
terms of such series shall govern. 


                    (b)
The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “Mandatory Sinking Fund
Payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “Optional Sinking
Fund Payment.” If provided for by the terms of Securities of any series, the
cash amount of any Mandatory Sinking Fund Payment may be subject to reduction
as provided in Section 5.2. 


                    Section
5.2. Mandatory Sinking Fund Obligation. The Company may, at its option,
satisfy any Mandatory Sinking Fund Payment obligation, in whole or in part,
with respect to a particular series of Securities by (1) delivering to the
Trustee Securities of such series in transferable form theretofore purchased or
otherwise acquired by the Company or redeemed at the election of the Company
pursuant to Section 4.3 or (2) receiving credit for Securities of such series
(not previously so credited) acquired by the Company and theretofore delivered
to the Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment
obligation with an amount equal to the Redemption Price specified in such
Securities for redemption through operation of the sinking fund and the amount
of such Mandatory Sinking Fund Payment shall be reduced accordingly. If the
Company shall elect to so satisfy any Mandatory Sinking Fund Payment
obligation, it shall deliver to the Trustee not less than 45 days prior to the
relevant sinking fund payment date a written notice signed on behalf of the
Company by its Chairman of the Board of Directors, its President, one of its
Vice Presidents, its Treasurer or one of its Assistant Treasurers, which shall
designate the Securities (and portions thereof, if any) so delivered or
credited and which shall be accompanied by such Securities (to the extent not
theretofore delivered) in transferable form. In case of the failure of the Company,
at or before the time so required, to give such notice and deliver such
Securities the Mandatory Sinking Fund Payment obligation shall be paid entirely
in moneys. 


                    Section
5.3. Optional Redemption at Sinking Fund Redemption Price. In addition
to the sinking fund requirements of Section 5.2, to the extent, if any,
provided for by the terms of a particular series of Securities, the Company
may, at its option, make an Optional Sinking Fund Payment with respect to such
Securities. Unless otherwise provided by such terms, (a) to the extent that the
right of the Company to make such Optional Sinking Fund Payment shall not be
exercised in any year, it shall not be cumulative or carried forward to any
subsequent year, and (b) such optional payment shall operate to reduce the
amount of any Mandatory Sinking Fund Payment obligation as to Securities of the
same series. If the Company intends to exercise its right to make such optional
payment in any year it shall deliver to the Trustee not less than 45 days prior
to the relevant sinking fund payment date a certificate signed by its Chairman
of the Board of Directors, its President, one of its Vice Presidents, its
Treasurer or one of its Assistant Treasurers stating that the Company will
exercise such optional right, and specifying the amount which the Company will
pay on or before the next succeeding sinking fund payment date. Such
certificate shall also state that no Event of Default has occurred and is
continuing. 


-23-






                    Section
5.4. Application of Sinking Fund Payment. 


                    (a)
If the sinking fund payment or payments made in funds pursuant to either
Section 5.2 or 5.3 with respect to a particular series of Securities plus any
unused balance of any preceding sinking fund payments made in funds with
respect to such series shall exceed $50,000 (or a lesser sum if the Company
shall so request, or such equivalent sum for Securities denominated other than
in U.S. Dollars), it shall be applied by the Trustee on the sinking fund
payment date next following the date of such payment, unless the date of such
payment shall be a sinking fund payment date, in which case such payment shall
be applied on such sinking fund payment date, to the redemption of Securities
of such series at the Redemption Price specified pursuant to Section 4.3(b).
The Trustee shall select, in the manner provided in Section 4.2, for redemption
on such sinking fund payment date, a sufficient principal amount of Securities
of such series to absorb said funds, as nearly as may be, and shall, at the
expense and in the name of the Company, thereupon cause notice of redemption of
the Securities to be given in substantially the manner provided in Section
4.3(a) for the redemption of Securities, except that the notice of redemption
shall also state that the Securities are being redeemed for the sinking fund.
Any sinking fund moneys not so applied by the Trustee to the redemption of
Securities of such series shall be added to the next sinking fund payment received
in funds by the Trustee and, together with such payment, shall be applied in
accordance with the provisions of this Section 5.4. Any and all sinking fund
moneys held by the Trustee on the last sinking fund payment date with respect
to Securities of such series, and not held for the payment or redemption of
particular Securities of such series, shall be applied by the Trustee to the
payment of the principal of the Securities of such series at maturity. 


                    (b)
On or prior to each sinking fund payment date, the Company shall pay to the
Trustee a sum equal to all interest accrued to the date fixed for redemption on
Securities to be redeemed on such sinking fund payment date pursuant to this
Section 5.4. 


                    (c)
The Trustee shall not redeem any Securities of a series with sinking fund
moneys or mail any notice of redemption of Securities of such series by
operation of the sinking fund during the continuance of a Default in payment of
interest on any Securities of such series or of any other Event of Default
(other than an Event of Default occurring as a consequence of this paragraph)
of which the Trustee has actual knowledge, except that if the notice of
redemption of any Securities of such series shall theretofore have been mailed
in accordance with the provisions hereof, the Trustee shall redeem such
Securities if funds sufficient for that purpose shall be deposited with the
Trustee in accordance with the terms of this Article. Except as aforesaid, any
moneys in the sinking fund at the time any such Default or Event of Default
shall occur and any moneys thereafter paid into the sinking fund shall, during
the continuance of such Default or Event of Default, be held as security for
the payment of all the Securities of such series; provided, however, that in
case such Default or Event of Default shall have been cured or waived as
provided herein, such moneys shall thereafter be applied on the next sinking
fund payment date on which such moneys are required to be applied pursuant to
the provisions of this Section 5.4. 


ARTICLE VI


PARTICULAR COVENANTS OF THE COMPANY


                    The
Company hereby covenants and agrees as follows: 


                    Section
6.1. Payments of Securities. The Company will duly and punctually pay
the principal of and premium, if any, on each series of Securities, and the
interest which shall have accrued thereon, at the dates and place and in the
manner provided in the Securities and in this Indenture. 


-24-






                    Section
6.2. Paying Agent. 


                    (a)
The Company will maintain with respect to each Place of Payment for any series
of Securities an office or agency where Securities may be presented or
surrendered for payment, where Securities of such series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served (the
“Paying Agent”). The Company will give prompt written notice to the Trustee of
the location, and any change in the location, of such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as Paying Agent to receive all presentations, surrenders, notices and
demands. 


                    (b)
The Company may also from time to time designate different or additional
offices or agencies where the Securities of any series may be presented or
surrendered for any or all such purposes (in or outside of such Place of
Payment), and may from time to time rescind any such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligations described in the preceding paragraph. The Company
will give prompt written notice to the Trustee of any such additional
designation or rescission of designation and of any change in the location of
any such different or additional office or agency. The Company shall enter into
an appropriate agency agreement with any Paying Agent not a party to this
Indenture. The agreement shall implement the provisions of this Indenture that
relate to such agent. The Company shall notify the Trustee of the name and
address of each such agent. The Company or any Affiliate thereof may act as
Paying Agent. 


                    Section
6.3. To Hold Payment in Trust. 


                    (a)
If the Company or an Affiliate thereof shall at any time act as Paying Agent
with respect to any series of Securities, then, on or before the date on which
the principal of and premium, if any, or interest on any of the Securities of
that series by their terms or as a result of the calling thereof for redemption
shall become payable, the Company or such Affiliate will segregate and hold in
trust for the benefit of the holders of such Securities or the Trustee a sum
sufficient to pay all amounts payable to the Trustee under Section 11.1(a) and
such principal and premium, if any, or interest which shall have so become
payable until such sums shall be paid to the Trustee and such holders or
otherwise disposed of as herein provided, and will notify the Trustee of its
action or failure to act in that regard. Upon any proceeding under any federal
bankruptcy laws with respect to the Company or any Affiliate thereof, if the
Company or such Affiliate is then acting as Paying Agent, the Trustee shall
replace the Company or such Affiliate as Paying Agent. 


                    (b)
If the Company shall appoint, and at the time have, a Paying Agent for the
payment of the principal of and premium, if any, or interest on any series of
Securities, then prior to 10:00 a.m., New York City time, on the date on which
the principal of and premium, if any, or interest on any of the Securities of
that series shall become payable as aforesaid, whether by their terms or as a
result of the calling thereof for redemption, the Company will deposit with
such Paying Agent a sum sufficient to pay all amounts payable to the Trustee
under Section 11.1(a) and such principal and premium, if any, or interest, such
sum to be held in trust for the benefit of the holders of such Securities or
the Trustee, and (unless such Paying Agent is the Trustee), the Company or any
other obligor of such Securities will promptly notify the Trustee of its
payment or failure to make such payment. 


                    (c)
If the Paying Agent shall be other than the Trustee, the Company will cause
such Paying Agent to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section 6.3, that such Paying Agent shall: 


-25-






	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (ii)
  give to the Trustee notice of any Default by the Company or any other obligor
  upon the Securities of that series in the making of any payment of the
  principal of and premium, if any, or interest on the Securities of that
  series; and 


	
 

	
 


	
 

	
          (iii)
  at any time during the continuance of any such Default, upon the written
  request of the Trustee, pay to the Trustee all sums so held in trust by such
  Paying Agent and account for any monies already paid. 





                    (d)
Anything in this Section 6.3 to the contrary notwithstanding, the Company may
at any time, for the purpose of obtaining a release, satisfaction or discharge
of this Indenture or for any other reason, pay or cause to be paid to the
Trustee all sums held in trust by the Company or by any Paying Agent other than
the Trustee as required by this Section 6.3, 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.


                    (e)
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 upon Company Request along with any
interest that has accumulated thereon as a result of such money being invested
at the direction of the Company, 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 of such
amounts without interest thereon, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent before being required to make any such repayment, may at
the expense of the Company cause to be transmitted in the manner and to the
extent provided by Section 16.5, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such mailing, any unclaimed balance of such money then remaining
will be repaid to the Company.


                    Section
6.4. Merger, Consolidation and Sale of Assets. 


                    (a)
The Company will not consolidate with any other entity or accept a merger of
any other entity into the Company or permit the Company to be merged into any
other entity, or sell, all or substantially all of its assets to another
entity, or lease all or substantially all of its assets to another entity,
unless (i) either the Company shall be the continuing entity, or the successor,
transferee or lessee entity (if other than the Company) shall expressly assume,
by indenture supplemental hereto satisfactory to the Trustee, executed and
delivered by such entity prior to or simultaneously with such consolidation,
merger, sale or lease, the due and punctual payment of the principal of and
interest and premium, if any, on all the Securities, according to their tenor,
and the due and punctual performance and observance of all other obligations to
the holders and the Trustee under this Indenture or under the Securities to be
performed or observed by the Company; (ii) if as a result of such transaction
the Securities become exchangeable into common stock or other equity securities
issued by a third party, such third party assumes or fully and unconditionally
guarantees all obligations of the Company under the Securities (including under
any Officers’ Certificate of the Company or indenture supplemental applicable
thereto); and (iii) immediately after such consolidation, merger, sale or lease
the Company or the successor, transferee or


-26-






lessee entity
(if other than the Company) would not be in Default in the performance of any
covenant or condition of this Indenture. 


                    (b)
Upon any consolidation with or merger into any other entity, or any sale, of
all or substantially all of its assets to another entity, or any conveyance or
lease of all or substantially all of the assets of the Company in accordance
with this Section 6.4, the successor entity formed by such consolidation or
into or with which the Company is merged or to which the Company is sold or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor entity had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Company shall be relieved of all obligations and covenants under
this Indenture and the Securities, and from time to time such successor entity
may exercise each and every right and power of the Company under this
Indenture, in the name of the Company, or in its own name; and any act or
proceeding by any provision of this Indenture required or permitted to be done
by the Board of Directors or any officer of the Company may be done with like
force and effect by the like board or officer of any entity that shall at the
time be the successor of the Company hereunder. In the event of any such sale
or conveyance, but not any such lease, the Company (or any successor entity
which shall theretofore have become such in the manner described in this
Section 6.4) shall be discharged from all obligations and covenants under this
Indenture and the Securities and may thereupon be dissolved and liquidated. 


                    Section
6.5. Compliance Certificate. The Company shall furnish to the Trustee
annually, within 120 days after the end of each fiscal year, a brief
certificate from the principal executive officer, principal financial officer
or principal accounting officer as to his or her knowledge of the Company’s
compliance with all conditions and covenants under this Indenture (which compliance
shall be determined without regard to any period of grace or requirement of
notice provided under this Indenture) and, in the event of any Default,
specifying each such Default and the nature and status thereof of which such
person may have knowledge. Such certificates need not comply with Section 16.1
of this Indenture. 


                    Section
6.6. Conditional Waiver by Holders of Securities. Anything in this
Indenture to the contrary notwithstanding, the Company may fail or omit in any
particular instance to comply with a covenant or condition set forth herein
with respect to any series of Securities if the Company shall have obtained and
filed with the Trustee, prior to the time of such failure or omission, evidence
(as provided in Article VIII) of the consent of the holders of a majority in
aggregate principal amount of the Securities of such series at the time
Outstanding, either waiving such compliance in such instance or generally
waiving 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, or impair any right consequent thereon and, until such waiver
shall have 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. 


                    Section
6.7. Statement by Officers as to Default. The Company shall deliver to
the Trustee as soon as possible and in any event within five days after the
Company becomes aware of the occurrence of any Default or an event which, with
the giving of notice or the lapse of time or both, would constitute an Event of
Default, an Officers’ Certificate setting forth the details of such Default or
Event of Default and the action which the Company proposes to take with respect
thereto. 


                    Section
6.8. Existence. Except as otherwise permitted pursuant to Section 6.4,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its existence, material rights (charter and
statutory) and franchises; provided, however, that the Company will not be
required to preserve any such right or franchise if the Board of Directors or
senior manage-


-27-






ment of the Company
determines that the preservation thereof is no longer desirable in the conduct
of the business of the Company. 


ARTICLE VII


REMEDIES OF TRUSTEE AND SECURITYHOLDERS


                    Section
7.1. Events of Default. Except where otherwise indicated by the context
or where the term is otherwise defined for a specific purpose, the term “Event
of Default” as used in this Indenture with respect to Securities of any series
shall mean one of the following described events unless it is either
inapplicable to a particular series or it is specifically deleted or modified
in the manner contemplated in Section 3.1: 


	
 

	
 


	
 

	
          (a)
  the failure of the Company to pay any installment of interest on any Security
  of such series when and as the same shall become payable, which failure shall
  have continued unremedied for a period of 30 days; 


	
 

	
 


	
 

	
          (b)
  the failure of the Company to pay the principal of (and premium, if any, on)
  any Security of such series, when and as the same shall become payable,
  whether at Maturity as therein expressed, by call for redemption (otherwise
  than pursuant to a sinking fund), by declaration as authorized by this
  Indenture or otherwise; 


	
 

	
 


	
 

	
          (c)
  the failure of the Company to pay a sinking fund installment, if any, when
  and as the same shall become payable by the terms of a Security of such
  series, which failure shall have continued unremedied for a period of 30
  days; 


	
 

	
 


	
 

	
          (d)
  the failure of the Company, subject to the provisions of Section 6.6, to
  perform any covenants or agreements contained in this Indenture (including
  any indenture supplemental hereto pursuant to which the Securities of such
  series were issued as contemplated by Section 3.1) (other than a covenant or
  agreement which has been expressly included in this Indenture solely for the
  benefit of a series of Securities other than that series and other than a
  covenant or agreement a default in the performance of which is elsewhere in
  this Section 7.1 specifically addressed), which failure shall not have been
  remedied, or without provision deemed to be adequate for the remedying
  thereof having been made, for a period of 90 days after written notice shall
  have been given to the Company by the Trustee or shall have been given to the
  Company and the Trustee by holders of 25% or more in aggregate principal
  amount of the Securities of such series then Outstanding, specifying such
  failure, requiring the Company to remedy the same and stating that such
  notice is a “Notice of Default” hereunder; 


	
 

	
 


	
 

	
          (e)
  the entry by a court having jurisdiction in the premises of a decree or order
  for relief in respect of the Company in an involuntary case under the federal
  bankruptcy laws, as now or hereafter constituted, or any other applicable
  federal or state bankruptcy, insolvency or other similar law now or hereafter
  in effect, or appointing a receiver, liquidator, assignee, custodian, trustee
  or sequestrator (or similar official) of the Company or of substantially all
  the property of the Company or ordering the winding-up or liquidation of its
  affairs and such decree or order shall remain unstayed and in effect for a
  period of 90 consecutive days; 


	
 

	
 


	
 

	
          (f)
  the commencement by the Company of a voluntary case under the federal
  bankruptcy laws, as now or hereafter constituted, or any other applicable
  federal or state bankruptcy, insolvency or other similar law now or hereafter
  in effect, or the consent by the Company to the entry of an order for relief
  in an involuntary case under any such law, or the consent by the Com-





-28-






	
 

	
 


	
 

	
pany to the
  appointment of or taking possession by a receiver, liquidator, assignee,
  trustee, custodian or sequestrator (or similar official) of the Company or of
  substantially all the property of the Company or the making by it of an
  assignment for the benefit of creditors or the admission by it in writing of
  its inability to pay its debts generally as they become due, or the taking of
  corporate action by the Company in furtherance of any action; or 


	
 

	
 


	
 

	
          (g)
  the occurrence of any other Event of Default with respect to Securities of
  such series as provided in a supplemental indenture or Officers’ Certificate,
  if any, applicable to such series of Securities. 





                    Section
7.2. Acceleration; Rescission and Annulment. 


                    (a)
If any one or more of the above-described Events of Default shall happen with
respect to Securities of any series at the time Outstanding, then, and in each
and every such case, during the continuance of any such Event of Default, the
Trustee or the holders of 25% or more in principal amount of the Securities of
such series then Outstanding may (and upon the written request of the holders
of a majority in principal amount of such Securities then Outstanding, the
Trustee shall) declare the principal (or, if the Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series) of and all accrued but unpaid
interest on all the Securities of such series then Outstanding, if not then due
and payable, to be due and payable, and upon any such declaration the same
shall become and be immediately due and payable, anything in this Indenture or
in the Securities of such series contained to the contrary notwithstanding;
provided that no Event of Default with respect to Securities of a series,
except with respect to an Event of Default under subsections (e) and (f) of
Section 7.1 and except to the extent otherwise provided in subsection (d) of
Section 7.1, shall constitute an Event of Default with respect to Securities of
any other series. Upon payment of such amounts in the Currency in which such
Securities are denominated (except as otherwise provided pursuant to Section
3.1), all obligations of the Company in respect of the payment of principal of
and interest on the Securities of such series shall terminate. 


                    (b)
Section 7.2(a), however, is subject to the condition that, if at any time after
the principal of all the Securities of such series, to which any one or more of
the above-described Events of Default is applicable, shall have been so
declared to be due and payable, and before a judgment or decree for payment of
the money due has been obtained by the Trustee as hereinafter in this Article
provided, 


                    (i)
the Company has paid or deposited with the Paying Agent a sum in the Currency
in which such Securities are denominated (except as otherwise provided pursuant
to Section 3.1) sufficient to pay 


	
 

	
 


	
 

	
          (A)
  all amounts owing the Trustee and any predecessor trustee hereunder,
  including, without limitation, Section 11.1(a) (provided, however, that all
  sums payable under this clause (A) shall be paid in U.S. Dollars); 


	
 

	
 


	
 

	
          (B)
  all arrears of interest, if any, upon all the Securities of such series (with
  interest, to the extent that interest thereon shall be legally enforceable,
  on any overdue installment of interest at the rate borne by the Securities); 


	
 

	
 


	
 

	
          (C)
  the principal of and premium, if any, on any Securities of such series that
  have become due otherwise than by such declaration of acceleration and
  interest thereon; and 





-29-






	
 

	
 


	
 

	
          (D)
  all other sums payable under this Indenture on the Securities of such series;
  and 








	
 

	
 


	
 

	
          (ii)
  every other Default and Event of Default under this Indenture shall have been
  resolved in accordance with this Indenture so that the conditions that caused
  such Default or Event of Default are no longer outstanding or have otherwise
  been remedied to the reasonable satisfaction of the holders of a majority in
  principal amount of the Securities of such series then Outstanding, or
  provision deemed by such holders to be adequate therefor shall have been
  made, then and in every such case the holders of a majority in principal
  amount of the Securities of such series then Outstanding may, by written
  notice to the Company and the Trustee, on behalf of the holders of all the
  Securities of such series, waive the Event of Default by reason of which the principal
  of the Securities of such series shall have been so declared to be due and
  payable and may rescind and annul such declaration and its consequences;
  provided, however, that no such waiver, rescission or annulment shall extend
  to or affect any subsequent Default or Event of Default or impair any right
  consequent thereon.





                    (c)
Any declaration by the Trustee pursuant to this Section 7.2 shall be by written
notice to the Company, and any declaration or waiver by the holders of Securities
of any series pursuant to this Section 7.2 shall be by written notice to the
Company and the Trustee. 


                    (d)
For all purposes under this Indenture, if a portion of the principal of any
Original Issue Discount Securities shall have been accelerated and declared due
and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed,
for all purposes hereunder, to be such portion of the principal thereof as
shall be due and payable as a result of such acceleration, and payment of such
portion of the principal thereof as shall be due and payable as a result of
such acceleration, together with interest, if any, thereon and all other
amounts owing thereunder, shall constitute payment in full of such Original
Issue Discount Securities. 


                    (e)
The Company and the Trustee may, to the extent provided in Article XIV, enter into
one or more indentures supplemental hereto with respect to any series of the
Securities which may provide for additional or different Events of Default with
respect to such series of Securities. 



                    Section
7.3. Other Remedies. If the Company shall fail for a period of 30 days to pay
any installment of interest on the Securities of any series or shall fail to
pay the principal of and premium, if any, on any of the Securities of such
series when and as the same shall become due and payable, whether at Maturity,
or by call for redemption (other than pursuant to the sinking fund), by
declaration as authorized by this Indenture, or otherwise, or shall fail for a
period of 30 days to make any sinking fund payment as to a series of Securities,
then, upon demand of the Trustee, the Company will pay to the Paying Agent for
the benefit of the holders of Securities of such series then Outstanding the
whole amount which then shall have become due and payable on all the Securities
of such series, with interest on the overdue principal and premium, if any, and
(so far as the same may be legally enforceable) on the overdue installments of
interest at the rate borne by the Securities of such series, and all amounts
owing the Trustee and any predecessor trustee hereunder, including, without
limitation, under Section 11.1(a).  


                    In
case the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any action or proceeding at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor upon the Securities of
such series, and collect the moneys adjudged or decreed to be payable out of
the property of the Company or any other obligor


-30-






upon the
Securities of such series, wherever situated, in the manner provided by law.
All rights of action upon or under any of the Securities or this Indenture may
be enforced by the Trustee without the possession of any of the Securities and
without the production of any thereof at any trial or any proceeding relative thereto.



                    Section
7.4. Trustee as Attorney-in-Fact. The Trustee is hereby appointed, and
each and every holder of the Securities, by receiving and holding the same,
shall be conclusively deemed to have appointed the Trustee, the true and lawful
attorney-in-fact of such holder, with authority to make or file (whether or not
the Company shall be in Default in respect of the payment of the principal of,
or interest on, any of the Securities), in its own name and as trustee of an
express trust or otherwise as it shall deem advisable, in any receivership,
insolvency, liquidation, bankruptcy, reorganization or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
to their respective creditors or property, any and all claims, proofs of claim,
proofs of debt, petitions, consents, other papers and documents and amendments
of any thereof, as may be necessary or advisable in order to have the claims of
the Trustee and any predecessor trustee hereunder and of the holders of the
Securities allowed in any such proceeding and to collect and receive any moneys
or other property payable or deliverable on any such claim, and to execute and
deliver any and all other papers and documents and to do and perform any and all
other acts and things, as it may deem necessary or advisable in order to
enforce in any such proceeding any of the claims of the Trustee and any
predecessor trustee hereunder and of any of such holders in respect of any of
the Securities; and any receiver, assignee, trustee, custodian or debtor in any
such proceeding is hereby authorized, and each and every taker or holder of the
Securities, by receiving and holding the same, shall be conclusively deemed to
have authorized any such receiver, assignee, trustee, custodian or debtor, to
make any such payment or delivery only to or on the order of the Trustee, and
to pay to the Trustee any amount due it and any predecessor trustee hereunder,
including, without limitation, under Section 11.1(a); provided, however, that
nothing herein contained shall be deemed to authorize or empower the Trustee to
consent to or accept or adopt, on behalf of any holder of Securities, any plan
of reorganization or readjustment affecting the Securities or the rights of any
holder thereof, or to authorize or empower the Trustee to vote in respect of
the claim of any holder of any Securities in any such proceeding. 



                    Section
7.5. Priorities. Any moneys or properties collected by the Trustee with respect
to a series of Securities under this Article VII shall be applied in the order
following, subject, in each case, to any subordination provisions that are
applicable to such series of Securities at the date or dates fixed by the
Trustee for the distribution of such moneys or properties and, in the case of
the distribution of such moneys or properties on account of the Securities of
any series, upon presentation of the Securities of such series, and stamping
thereon the payment, if only partially paid, and upon surrender thereof, if
fully paid:  


	
 

	
 


	
 

	
          First:
  To the payment of all amounts due to the Trustee and any predecessor trustee
  hereunder, including, without limitation, under Section 11.1(a). 


	
 

	
 


	
 

	
          Second:
  In case the principal of the Outstanding Securities of such series shall not
  have become due and be unpaid, to the payment of interest on the Securities
  of such series, in the chronological order of the Maturity of the
  installments of such interest, with interest (to the extent that such
  interest has been collected by the Trustee) upon the overdue installments of
  interest at the rate borne by such Securities, such payments to be made
  ratably to the Persons entitled thereto. 


	
 

	
 


	
 

	
          Third:
  In case the principal of the Outstanding Securities of such series shall have
  become due, by declaration or otherwise, to the payment of the whole amount
  then owing and un-





-31-






	
 

	
 


	
 

	
paid upon
  the Securities of such series for principal and premium, if any, and
  interest, with interest on the overdue principal and premium, if any, and (to
  the extent that such interest has been collected by the Trustee) upon overdue
  installments of interest at the rate borne by the Securities of such series,
  and in case such moneys shall be insufficient to pay in full the whole
  amounts so due and unpaid upon the Securities of such series, then to the
  payment of such principal and premium, if any, and interest without
  preference or priority of principal and premium, if any, over interest, or of
  interest over principal and premium, if any, or of any installment of
  interest over any other installment of interest, or of any Security of such
  series over any other Security of such series, ratably to the aggregate of
  such principal and premium, if any, and accrued and unpaid interest. 





Any surplus
then remaining shall be paid to the Company or as directed by a court of
competent jurisdiction. 


                    Section
7.6. Control by Securityholders; Waiver of Past Defaults. The holders of
a majority in principal amount of the Securities of any series at the time
Outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee hereunder, or of exercising any trust
or power hereby conferred upon the Trustee with respect to the Securities of
such series, provided, however, that, subject to the provisions of Sections
11.1 and 11.2, 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 be unduly prejudicial to holders
not joining in such direction or would involve the Trustee in personal
liability. Prior to any declaration accelerating the Maturity of the Securities
of any series, the holders of a majority in aggregate principal amount of such
series of Securities at the time Outstanding may on behalf of the holders of
all of the Securities of such series waive any past Default or Event of Default
hereunder and its consequences except a Default in the payment of interest or
any premium on or the principal of the Securities of such series. Upon any such
waiver the Company, the Trustee and the holders of the Securities of such
series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon. Whenever
any Default or Event of Default hereunder shall have been waived as permitted
by this Section 7.6, said Default or Event of Default shall for all purposes of
the Securities of such series and this Indenture be deemed to have been cured
and to be not continuing. 


                    Section
7.7. Limitation on Suits. No holder of any Security of any series shall
have any right to institute any action, suit or proceeding at law or in equity
for the execution of any trust hereunder or for the appointment of a receiver
or for any other remedy hereunder, in each case with respect to an Event of
Default with respect to such series of Securities, unless such holder
previously shall have given to the Trustee written notice of the happening of
one or more of the Events of Default herein specified with respect to such
series of Securities, and unless also the holders of 25% in principal amount of
the Securities of such series then Outstanding shall have requested the Trustee
in writing to take action in respect of the matter complained of, and unless
also there shall have been offered to the Trustee security and indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee, for 60 days after receipt of such
notification, request and offer of indemnity, shall have neglected or refused
to institute any such action, suit or proceeding, and unless no direction
inconsistent with such written request shall have been given to the Trustee
during such 60-day period by holders of 25% in principal amount of the
Securities of such series then Outstanding; and such notification, request and
offer of indemnity are hereby declared in every such case to be conditions
precedent to any such action, suit or proceeding by any holder of any Security
of such series; it being understood and intended that no one or more of the
holders of Securities of such series shall have any right in any manner
whatsoever by his, her, its or their action to enforce any right hereunder,
except in the manner herein provided, and 


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that every
action, suit or proceeding at law or in equity shall be instituted, had and
maintained in the manner herein provided and for the equal benefit of all
holders of the Outstanding Securities of such series; provided, however, that
nothing in this Indenture or in the Securities of such series shall affect or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on the Securities of such
series to the respective holders of such Securities at the respective due dates
in such Securities stated, or affect or impair the right, which is also
absolute and unconditional, of such holders to institute suit to enforce the
payment thereof. 


                    Section
7.8. Undertaking for Costs. All parties to this Indenture and each
holder of any Security, by such holder’s acceptance thereof, shall be deemed to
have agreed that any court may in its discretion require, in any action, suit
or proceeding for the enforcement of any right or remedy under this Indenture,
or in any action, suit or proceeding against the Trustee for any action taken
or omitted by it as Trustee, the filing by any party litigant in such action,
suit or proceeding of an undertaking to pay the costs of such action, suit or
proceeding, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such
action, suit or proceeding, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; provided, however, that the
provisions of this Section 7.8 shall not apply to any action, suit or
proceeding instituted by the Trustee, to any action, suit or proceeding
instituted by any one or more holders of Securities holding in the aggregate
more than 10% in principal amount of the Securities of any series Outstanding,
or to any action, suit or proceeding instituted by any holder of Securities of
any series for the enforcement of the payment of the principal of or premium,
if any, or the interest on, any of the Securities of such series, on or after the
respective due dates expressed in such Securities. 


                    Section
7.9. Remedies Cumulative. No remedy herein conferred upon or reserved to
the Trustee or to the holders of Securities of any series is intended to be
exclusive of any other remedy or remedies, and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or
now or hereafter existing at law or in equity or by statute. No delay or
omission of the Trustee or of any holder of the Securities of any series to
exercise any right or power accruing upon any Default or Event of Default shall
impair any such right or power or shall be construed to be a waiver of any such
Default or Event of Default or an acquiescence therein; and every power and
remedy given by this Article VII to the Trustee and to the holders of
Securities of any series, respectively, may be exercised from time to time and
as often as may be deemed expedient by the Trustee or by the holders of
Securities of such series, as the case may be. In case the Trustee or any
holder of Securities of any series shall have proceeded to enforce any right
under this Indenture and the proceedings for the enforcement thereof shall have
been discontinued or abandoned because of waiver or for any other reason or
shall have been adjudicated adversely to the Trustee or to such holder of
Securities, then and in every such case the Company, the Trustee and the
holders of the Securities of such series shall severally and respectively be
restored to their former positions and rights hereunder, and thereafter all
rights, remedies and powers of the Trustee and the holders of the Securities of
such series shall continue as though no such proceedings had been taken, except
as to any matters so waived or adjudicated. 


ARTICLE VIII


CONCERNING THE SECURITYHOLDERS


                    Section
8.1. Evidence of Action of Securityholders. Whenever in this Indenture
it is provided that the holders of a specified percentage or a majority in
aggregate principal amount of the Securities or of any series of Securities may
take any action (including the making of any demand or request, the giving of
any notice, consent or waiver or the taking of any other action), the fact that
at the time of taking any such action the holders of such specified percentage
or majority have joined therein


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may be
evidenced by (a) any instrument or any number of instruments of similar tenor
executed by Securityholders in person or by agent or proxy appointed in writing
(such action becoming effective, except as herein otherwise expressly provided,
when such instrument or instruments are delivered to the Trustee and, where it
is hereby expressly required, to the Company), or (b) by the record of the
holders of Securities voting in favor thereof at any meeting of Securityholders
duly called and held in accordance with the provisions of Article IX, or (c) by
a combination of such instrument or instruments and any such record of such a
meeting of Securityholders. 


                    Section
8.2. Proof of Execution or Holding of Securities. Proof of the execution
of any instrument by a Securityholder or his, her or its agent or proxy and
proof of the holding by any Person of any of the Securities shall be sufficient
if made in the following manner: 


	
 

	
 


	
 

	
          (a)
  The fact and date of the execution by any Person of any such instrument may
  be proved (i) by the certificate of any notary public or other officer in any
  jurisdiction who, by the laws thereof, has power to take acknowledgments or proof
  of deeds to be recorded within such jurisdiction, that the Person who signed
  such instrument did acknowledge before such notary public or other officer
  the execution thereof, or (ii) by the affidavit of a witness of such
  execution sworn to before any such notary or other officer. Where such
  execution is by a Person acting in other than his or her individual capacity,
  such certificate or affidavit shall also constitute sufficient proof of his
  or her authority. 


	
 

	
 


	
 

	
          (b)
  The ownership of Registered Securities of any series shall be proved by the
  Register of such Securities or by a certificate of the Registrar for such
  series. 


	
 

	
 


	
 

	
          (c)
  The record of any holders’ meeting shall be proved in the manner provided in
  Section 9.6. 


	
 

	
 


	
 

	
          (d)
  The Trustee may require such additional proof of any matter referred to in
  this Section 8.2 as it shall deem appropriate or necessary, so long as the
  request is a reasonable one. 


	
 

	
 


	
 

	
          (e)
  If the Company shall solicit from the holders of Securities of any series any
  action, the Company may, at its option, by Board Resolution, fix in advance a
  record date for the determination of holders of Registered Securities
  entitled to take such action, but the Company shall have no obligation to do so.
  Any such record date shall be fixed at the Company’s discretion. If such a
  record date is fixed, such action may be sought or given before or after the
  record date, but only the holders of Registered Securities of record at the
  close of business on such record date shall be deemed to be holders of
  Registered Securities for the purpose of determining whether holders of the
  requisite proportion of Outstanding Securities of such series have authorized
  or agreed or consented to such action, and for that purpose the Outstanding
  Registered Securities of such series shall be computed as of such record
  date. 





                    Section
8.3. Persons Deemed Owners. 


                    (a)
The Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name any Registered Security is registered as the owner of
such Registered Security for the purpose of receiving payment of principal of
and premium, if any, and interest, if any, on, such Registered Security and for
all other purposes whatsoever, whether or not such Registered Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary. All payments made to
any holder, or upon his, her or its order, shall be valid, and, to the extent
of the sum or sums paid, effectual to satisfy and discharge the liability for
moneys payable upon such Security. 


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


                    Section
8.4. Revocation of Consents. At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 8.1, of the taking of any
action by the holders of the percentage in aggregate principal amount of the
Securities or of any series of Securities specified in this Indenture in
connection with such action, any holder of a Security which is shown by the evidence
to be included in the Securities the holders of which have consented to such
action may, by filing written notice with the Trustee at its principal office
and upon proof of holding as provided in Section 8.2, revoke such action so far
as concerns such Security. Except as aforesaid, any such action taken by the
holder of any Security shall be conclusive and binding upon such holder and
upon all future holders of such Security, and of any Securities issued on
transfer or in lieu thereof or in exchange or substitution therefor,
irrespective of whether or not any notation in regard thereto is made upon such
Security or such other Securities or any Security issued in exchange or
substitution therefor. 


ARTICLE IX


SECURITYHOLDERS’ MEETINGS


                    Section
9.1. Purposes of Meetings. A meeting of Securityholders of any or all
series may be called at any time and from time to time pursuant to the
provisions of this Article IX for any of the following purposes: 


	
 

	
 


	
 

	
          (a)
 to give any notice to the Company or to the Trustee, or to give any
 directions to the Trustee, or to consent to the waiving of any Default
 hereunder and its consequences, or to take any other action authorized to be
 taken by Securityholders pursuant to any of the provisions of Article VIII; 


	
 

	
 


	
 

	
          (b)
 to remove the Trustee and nominate a successor trustee pursuant to the
 provisions of Article XI; 


	
 

	
 


	
 

	
          (c)
 to consent to the execution of an Indenture or of indentures supplemental
 hereto pursuant to the provisions of Section 14.2; or 


	
 

	
 


	
 

	
          (d)
 to take any other action authorized to be taken by or on behalf of the
 holders of any specified aggregate principal amount of the Securities of any
 one or more or all series, as the case may be, under any other provision of
 this Indenture or under applicable law. 





                    Section
9.2. Call of Meetings by Trustee. The Trustee may at any time call a
meeting of all Securityholders of all series that may be affected by the action
proposed to be taken, to take any action specified in Section 9.1, to be held
at such time and at such place as the Trustee shall determine. Notice of every
meeting of the Securityholders of a series, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting, shall be mailed to holders of Securities of such series at their
addresses as they shall appear on the Register of the Company. Such notice
shall be mailed not less than 20 nor more than 90 days prior to the date fixed
for the meeting. 


                    Section
9.3. Call of Meetings by Company or Securityholders. In case at any time
the Company, pursuant to a resolution of its Board of Directors, or the holders
of at least 10% in aggregate principal amount of the Securities of a series (or
of all series, as the case may be) then Outstanding that 


-35-






may be
affected by the action proposed to be taken, shall have requested the Trustee
to call a meeting of Securityholders of such series (or of all series), by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have mailed the notice of such meeting
within 20 days after receipt of such request, then the Company or such
Securityholders may determine the time and the place for such meeting and may
call such meeting to take any action authorized in Section 9.1, by mailing
notice thereof as provided in Section 9.2. 


                    Section
9.4. Qualifications for Voting. To be entitled to vote at any meeting of
Securityholders, a Person shall (a) be a holder of one or more Securities
affected by the action proposed to be taken at the meeting or (b) be a Person
appointed by an instrument in writing as proxy by a holder of one or more such
Securities. The only Persons who shall be entitled to be present or to speak at
any meeting of Securityholders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel. 


                    Section
9.5. Regulation of Meetings. 


                    (a)
Notwithstanding any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Securities and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem fit. 


                    (b)
The Trustee shall, by an instrument in writing, appoint a temporary chairman of
the meeting, unless the meeting shall have been called by the Company or by
Securityholders as provided in Section 9.3, in which case the Company or the
Securityholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chair. A permanent chairman and a permanent secretary of
the meeting shall be elected by majority vote of the meeting. 


                    (c)
At any meeting of Securityholders of a series, each Securityholder of such
series of such Securityholder’s proxy shall be entitled to one vote for each
$1,000 principal amount of Securities of such series Outstanding held or
represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Security challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Securities of such
series held by him or her or instruments in writing as aforesaid duly
designating him or her as the Person to vote on behalf of other Securityholders.
At any meeting of the Securityholders duly called pursuant to the provisions of
Section 9.2 or 9.3 the presence of Persons holding or representing Securities
in an aggregate principal amount sufficient to take action upon the business
for the transaction of which such meeting was called shall be necessary to
constitute a quorum, and any such meeting may be adjourned from time to time by
a majority of those present, whether or not constituting a quorum, and the
meeting may be held as so adjourned without further notice. 


                    Section
9.6. Voting. The vote upon any resolution submitted to any meeting of
Securityholders of a series shall be by written ballots on which shall be
subscribed the signatures of the holders of Securities of such series or of
their representatives by proxy and the principal amounts of the Securities of
such series held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Securityholders shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one
or more Persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was 


-36-






mailed as
provided in Section 9.2 or Section 9.3. The record shall show the principal
amounts of the Securities voting in favor of or against any resolution. The
record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to
the Company and the other to the Trustee to be preserved by the Trustee. 


                    Any
record so signed and verified shall be conclusive evidence of the matters
therein stated. 


                    Section
9.7. No Delay of Rights by Meeting. Nothing contained in this Article IX
shall be deemed or construed to authorize or permit, by reason of any call of a
meeting of Securityholders of any series or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise
of any right or rights conferred upon or reserved to the Trustee or to the
Securityholders of such series under any of the provisions of this Indenture or
of the Securities of such series. 


ARTICLE X


REPORTS BY THE COMPANY AND THE TRUSTEE AND 

SECURITYHOLDERS’ LISTS


                    Section
10.1. Reports by Trustee. 


                    (a)
So long as any Securities are outstanding, the Trustee shall transmit to
holders such reports concerning the Trustee and its actions under this
Indenture as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided thereto. If required by Section 313(a) of the Trust
Indenture Act, the Trustee shall deliver to holders a brief report which
complies with the provisions of such Section 313(a) within 60 days after each
occasion in which the Trustee is required to deliver a report pursuant Section 313(a)
of the Trust Indenture Act. 


                    (b)
The Trustee shall, at the time of the transmission to the holders of Securities
of any report pursuant to the provisions of this Section 10.1, file a copy of
such report with each stock exchange upon which the Securities are listed, if
any, and also with the SEC in respect of a Security listed and registered on a
national securities exchange, if any. The Company agrees to notify the Trustee
when, as and if the Securities become listed on any stock exchange. 


                    The
Company will reimburse the Trustee for all expenses incurred in the preparation
and transmission of any report pursuant to the provisions of this Section 10.1
and of Section 10.2. 


                    Section
10.2. Reports by the Company. 


                    (a)
Unless available on EDGAR, the Company shall file with the Trustee, within 30
days after the Company has filed the same with the SEC, copies of the annual reports and of the
information, documents and other reports which the Company may be required to
file with the SEC pursuant to the provisions of Section 13 or Section 15(d) of
the Exchange Act (or copies of such portions of any of the foregoing as the SEC
may by rules and regulations prescribe); or, if either the Company is not
required to file information, documents or reports pursuant to the provisions
of either of such Sections, then the Company will file with the Trustee and, to
the extent permitted, the SEC, in accordance with rules and regulations
prescribed by the SEC, within 30 days after the Company has filed the same with
the SEC, such of the supplementary and periodic information, documents and
reports which may be required pursuant to the provisions of Sections 13 and
15(d) of the Exchange Act if the Company were so required to file such
information, documents or reports. 


-37-






                    (b)
The Company shall file with the Trustee and the SEC, in the manner and to the
extent provided in Section 314(a) of the Trust Indenture Act, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants provided for in this Indenture. 


                    (c)
The Company shall transmit to the holders of Securities, within 30 days after
the filing thereof with the Trustee (unless some other time shall be fixed by
the SEC in respect of a Security listed and registered on a national securities
exchange), in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, such summaries of any information, documents and reports
required to be filed by the Company pursuant to the provisions of subdivisions
(a) and (b) of this Section 10.2 (unless available on EDGAR) as may be required
by rules and regulations prescribed from time to time by the SEC. 


                    Section
10.3. Securityholders’ Lists. The Company covenants and agrees that it
will furnish or cause to be furnished to the Trustee: 


	
 

	
 


	
 

	
          (a)
 semi-annually, and within 15 days after each Record Date, but in any event
 not less frequently than semi-annually, a list in such form as the Trustee
 may reasonably require of the names and addresses of the holders of
 Securities to which such Record Date applies, as of such Record Date, and 


	
 

	
 


	
 

	
          (b)
 at such other times as the Trustee may request in writing, within 30 days
 after receipt by the Company of any such request, a list of similar form and
 content as of a date not more than 15 days prior to the time such list is
 furnished; provided, however, that so long as the Trustee shall be the
 Registrar, such lists shall not be required to be furnished. 





ARTICLE XI


CONCERNING THE TRUSTEE


                    Section
11.1. Rights of Trustees; Compensation and Indemnity. The Trustee
accepts the trusts created by this Indenture upon the terms and conditions
hereof, including the following, to all of which the parties hereto and the
holders from time to time of the Securities agree: 


	
 

	
 


	
 

	
          (a)
 The Trustee shall be entitled to such reasonable compensation as the Company
 and the Trustee shall from time to time agree for all services rendered by it
 hereunder (including in any agent capacity in which it acts). The
 compensation of the Trustee shall not be limited by any provision of law in
 regard to the compensation of a trustee of an express trust. The Company
 shall reimburse the Trustee promptly upon its request for all reasonable
 out-of-pocket expenses, disbursements and advances incurred or made by the
 Trustee (including the reasonable expenses and disbursements of its agents
 and counsel), except any such expense, disbursement or advance as may be
 attributable to its gross negligence, bad faith or willful misconduct. 


	
 

	
 


	
 

	
          The
 Company also agrees to indemnify each of the Trustee and any predecessor
 Trustee hereunder for, and to hold it harmless against, any and all loss,
 liability, damage, claim, or expense incurred without its own gross
 negligence, bad faith or willful misconduct, arising out of or in connection
 with the acceptance or administration of the trust or trusts hereunder and
 the performance of its duties (including in any agent capacity in which it
 acts), as well as the costs and expenses of defending itself against any
 claim or liability in connection with the exercise or performance of any of
 its powers or duties hereunder. The Trustee shall notify the Company promptly
 of any claim for which it may seek indemnity; provided, however, that the
 failure of the 





-38-







	
 

	
 


	
 

	
Trustee to
 so notify the Company shall not limit, impair or diminish the Company’s
 obligation to indemnify the Trustee for any such claim. The Company shall
 defend the claim and the Trustee shall cooperate in the defense; provided,
 however, that the Trustee may have one separate counsel and the Company shall
 pay the reasonable fees and expenses of such counsel. The Company need not
 pay for any settlement made without its consent, which consent shall not be
 unreasonably withheld. 


	
 

	
 


	
 

	
          As
 security for the performance of the obligations of the Company under this
 Section 11.1(a), the Trustee shall have a lien therefor on any moneys or
 properties held by the Trustee hereunder to the extent of such obligations.
 Notwithstanding any provisions of this Indenture to the contrary, the
 obligations of the Company to compensate and indemnify the Trustee under this
 Section 11.1(a) shall survive the resignation or removal of the Trustee and
 any satisfaction and discharge of this Indenture. When the Trustee incurs
 expenses or renders services after an Event of Default specified in clause
 (e) or (f) of Section 7.1 occurs, the expenses and compensation for the
 services are intended to constitute expenses of administration under any
 applicable federal or state bankruptcy, insolvency or similar laws. 


	
 

	
 


	
 

	
          (b)
 The Trustee may execute any of the trusts or powers hereof and perform any
 duty hereunder either directly or by its agents and attorneys and shall not
 be responsible for any misconduct or negligence on the part of any agent or
 attorney appointed in good faith by it hereunder. 


	
 

	
 


	
 

	
          (c)
 The Trustee shall not be responsible in any manner whatsoever for the
 correctness of the recitals herein or in the Securities (except its
 certificates of authentication thereon) contained, all of which are made
 solely by the Company; and the Trustee shall not be responsible or
 accountable in any manner whatsoever for or with respect to the validity or
 execution or sufficiency of this Indenture or of the Securities (except its
 certificates of authentication thereon), and the Trustee makes no
 representation with respect thereto. The Trustee shall not be accountable for
 the use or application by the Company of any Securities, or the proceeds of
 any Securities, and the Trustee shall not be responsible for any statement by
 the Company in any document issued in connection with the sale of the
 Securities. 


	
 

	
 


	
 

	
          (d)
 The Trustee may consult with counsel of its selection, and, to the extent
 permitted by Section 11.2, any Opinion of Counsel shall be full and complete
 authorization and protection in respect of any action taken or suffered by
 the Trustee hereunder in good faith and in accordance with such Opinion of
 Counsel. 


	
 

	
 


	
 

	
          (e)
 The Trustee, to the extent permitted by Section 11.2, may rely upon the
 certificate of the Secretary or one of the Assistant Secretaries of the
 Company as to the adoption of any resolution by the Board of Directors or
 stockholders of the Company, and any request, direction, order or demand of
 the Company mentioned herein shall be sufficiently evidenced by, and whenever
 in the administration of this Indenture the Trustee shall deem it desirable
 that a matter be proved or established prior to taking, offering or omitting
 any action hereunder, the Trustee may rely upon, an Officers’ Certificate of
 the Company (unless other evidence in respect thereof be herein specifically
 prescribed). 


	
 

	
 


	
 

	
          (f)
 Subject to Section 11.4, the Trustee or any agent of the Trustee, in its
 individual or any other capacity, may become the owner or pledgee of
 Securities and, subject to Sections 310(b) and 311 of the Trust Indenture
 Act, may otherwise deal with the Company with the same rights it would have
 had if it were not the Trustee or such agent. 





-39-







	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (h)
 Any action taken by the Trustee pursuant to any provision hereof at the
 request or with the consent of any Person who at the time is the holder of
 any Security shall be conclusive and binding in respect of such Security upon
 all future holders thereof or of any Security or Securities which may be
 issued for or in lieu thereof in whole or in part, whether or not such
 Security shall have noted thereon the fact that such request or consent had
 been made or given. 


	
 

	
 


	
 

	
          (i)
 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, consent, order, approval, bond,
 debenture or other paper or document believed by it to be genuine and to have
 been signed or presented by the proper party or parties. 


	
 

	
 


	
 

	
          (j)
 The Trustee shall not be under any obligation to exercise any of the rights
 or powers vested in it by this Indenture at the request, order or direction
 of any of the holders of the Securities, pursuant to any provision of this
 Indenture, unless one or more of the holders of the Securities shall have
 offered to the Trustee security or indemnity reasonably satisfactory to it
 against the costs, expenses and liabilities which may be incurred by it
 therein or thereby. 


	
 

	
 


	
 

	
          (k)
 The Trustee shall not be liable for any action taken or omitted by it in good
 faith and believed by it to be authorized or within its discretion or within
 the rights or powers conferred upon it by this Indenture. 


	
 

	
 


	
 

	
          (l)
 The Trustee shall not be deemed to have knowledge or notice of any Default or
 Event of Default unless a Responsible Officer of the Trustee has actual
 knowledge thereof or unless the Company or the holders of not less than 25%
 of the Outstanding Securities notify the Trustee thereof. 


	
 

	
 


	
 

	
          (m)
 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. 


	
 

	
 


	
 

	
          (n)
 The rights, privileges, protections, immunities and benefits given to the
 Trustee, including, without limitation, its right to be indemnified, are
 extended to, and shall be enforceable by, the Trustee in each of its capacities
 hereunder. 





                    Section
11.2. Duties of Trustee. 


                    (a)
If one or more of the Events of Default specified in Section 7.1 with respect
to the Securities of any series shall have happened, then, during the continuance
thereof, the Trustee shall, with respect to such Securities, exercise such of
the rights and powers vested in it by this Indenture, and shall use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of such person’s own affairs. 


                    (b)
None of the provisions of this Indenture shall be construed as relieving the
Trustee from liability for its own grossly negligent action, grossly negligent
failure to act, or its own willful misconduct, except that, anything in this
Indenture contained to the contrary notwithstanding, unless and 


-40-







until an Event
of Default specified in Section 7.1 with respect to the Securities of any
series shall have happened which at the time is continuing, 


	
 

	
 


	
 

	
          (i) the
 Trustee undertakes to perform such duties and only such duties with respect
 to the Securities of that series as are specifically set out in this
 Indenture; and 


	
 

	
 


	
 

	
          (ii) no
 implied covenants or obligations shall be read into this Indenture against
 the Trustee, whose duties and obligations shall be determined solely by the
 express provisions of this Indenture. 





                    (c)
The Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, in the absence of bad faith on
the part of the Trustee, upon certificates and opinions furnished to it
pursuant to the express provisions of this Indenture; but in the case of any
such certificates or opinions which, by the provisions of this Indenture, 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). 


                    (d)
The Trustee shall not be liable to any holder of Securities or to any other
Person for any error of judgment made in good faith by a Responsible Officer or
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts. 


                    (e)
The Trustee shall not be liable to any holder of Securities or to any other
Person with respect to any action taken or omitted to be taken by it in good
faith, in accordance with the direction of Securityholders given as provided in
this Indenture, relating to the time, method and place of conducting any
proceeding for any remedy available to it or exercising any trust or power
conferred upon it by this Indenture, unless it shall be proved that the Trustee
was negligent with respect to such action or inaction. 


                    (f)
None of the provisions of this Indenture shall be construed as requiring the
Trustee to expend or risk its own funds or otherwise to 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 there shall be reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it. 


                    (g)
The Trustee represents that it is duly authorized to execute and deliver this
Indenture and that the statements made by it in the Statement of Eligibility on
Form T-1 delivered to the Company are, to the knowledge of the Trustee, true
and accurate, subject to the qualifications set forth therein. 


                    (h)
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 11.2. 


                    Section
11.3. Notice of Defaults. Within 90 days after the occurrence thereof,
and if actually known to a Responsible Officer of the Trustee, the Trustee
shall give to the holders of the Securities of a series notice of each Default
or Event of Default with respect to the Securities of such series actually
known to a Responsible Officer of the Trustee, by transmitting such notice to
holders at their addresses as the same shall then appear on the Register of the
Company, unless such Default shall have been cured before the giving of such
notice (the term “Default” being hereby defined to be the events specified in
Section 7.1, which are, or after notice or lapse of time or both would become,
Events of Default as defined in said Section). Except in the case of a Default
or Event of Default in payment of the principal of, 


-41-







premium, if
any, or interest on any of the Securities of such series when and as the same
shall become payable, or to make any sinking fund payment as to Securities of
the same series, the Trustee shall be protected in withholding such notice, if
and so long as the board of directors of the Trustee or a committee of the
Trustee’s Responsible Officers in good faith determines that the withholding of
such notice is in the interests of the holders of the Securities of such
series. 


                    Section
11.4. Eligibility; Disqualification. 


                    (a)
The Trustee shall at all times satisfy the requirements of TIA Section 310(a).
The Trustee shall have a combined capital and surplus of at least $50,000,000
as set forth in its most recent published annual report of condition, and shall
have a Corporate Trust Office. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 11.4, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article. 


                    (b)
The Trustee shall comply with TIA Section 310(b); provided, however, that there
shall be excluded from the operation of TIA Section 310(b)(i) any indenture or
indentures under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(i) are met. If
the Trustee has or shall acquire a conflicting interest within the meaning of
Section 310(b) of the Trust Indenture Act, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture. If
Section 310(b) of the Trust Indenture Act is amended any time after the date of
this Indenture to change the circumstances under which a Trustee shall be
deemed to have a conflicting interest with respect to the Securities of any
series or to change any of the definitions in connection therewith, this
Section 11.4 shall be automatically amended to incorporate such changes. 


                    Section
11.5. Registration and Notice; Removal. The Trustee, or any successor to
it hereafter appointed, may at any time resign and be discharged of the trusts
hereby created with respect to any one or more or all series of Securities by
giving to the Company notice in writing and by mailing notice thereof to the
holders of Securities of such series at their addresses as the same shall then
appear in the Register of the Company. Such resignation shall take effect upon
the appointment of a successor Trustee and the acceptance of such appointment
by such successor Trustee. Any Trustee hereunder may be removed with respect to
any series of Securities at any time by the filing with such Trustee and the
delivery to the Company of an instrument or instruments in writing signed by
the holders of a majority in principal amount of the Securities of such series
then Outstanding, specifying such removal and the date when it shall become
effective. 


                    If
at any time: 


	
 

	
 


	
 

	
          (1)
 the Trustee shall fail to comply with the provisions of TIA Section 310(b)
 after written request therefor by the Company or by any holder who has been a
 bona fide holder of a Security for at least six months, or 


	
 

	
 


	
 

	
          (2)
 the Trustee shall cease to be eligible under Section 11.4 and shall fail to
 resign after written request therefor by the Company or by any holder who has
 been a bona fide holder of a Security for at least six months, or 


	
 

	
 


	
 

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





-42-







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


                    Upon
its resignation or removal, any Trustee shall be entitled to the payment of
reasonable compensation for the services rendered hereunder by such Trustee and
to the payment of all reasonable expenses incurred hereunder and all moneys
then due to it hereunder. The Trustee’s rights to indemnification provided in
Section 11.1(a) shall survive its resignation or removal. 


                    Section
11.6. Successor Trustee by Appointment. 


                    (a)
In case at any time the Trustee shall resign, or shall be removed, or shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or if a
receiver of the Trustee or of its property shall be appointed, or if 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 with
respect to the Securities of one or more series, a successor Trustee with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one
or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any series) may be appointed by the
holders of a majority in principal amount of the Securities of that or those
series then Outstanding, by an instrument or instruments in writing signed in
duplicate by such holders and filed, one original thereof with the Company and
the other with the successor Trustee; but, until a successor Trustee shall have
been so appointed by the holders of Securities of that or those series as
herein authorized, the Company by a resolution of its Board of Directors, or,
in case all or substantially all the assets of the Company shall be in the
possession of one or more custodians or receivers lawfully appointed, or of
trustees in bankruptcy or reorganization proceedings (including a trustee or
trustees appointed under the provisions of the federal bankruptcy laws, as now
or hereafter constituted), or of assignees for the benefit of creditors, such
receivers, custodians, trustees or assignees, as the case may be, by an
instrument in writing, shall appoint a successor Trustee with respect to the
Securities of such series. Subject to the provisions of Sections 11.4 and 11.5,
upon the appointment as aforesaid of a successor Trustee with respect to the
Securities of any series, the Trustee with respect to the Securities of such
series shall cease to be Trustee hereunder. After any such appointment other
than by the holders of Securities of that or those series, the Person making
such appointment shall forthwith cause notice thereof to be mailed to the
holders of Securities of such series at their addresses as the same shall then
appear on the Register of the Company. 


                    (b)
If any Trustee with respect to the Securities of one or more series shall
resign because of conflicting interest as provided in Section 11.4(b) and a
successor Trustee shall not have been appointed by the Company or by the
holders of the Securities of such series or, if any successor Trustee so
appointed shall not have accepted its appointment within 30 days after such
appointment shall have been made, the resigning Trustee at the expense of the
Company may apply to any court of competent jurisdiction for the appointment of
a successor Trustee. If in any other case a successor Trustee shall not be
appointed pursuant to the foregoing provisions of this Section 11.6 within 60
days after such appointment might have been made hereunder, the holder of any
Security of the applicable series or any retiring Trustee at the expense of the
Company may apply to any court of competent jurisdiction to appoint a successor
Trustee. Such court may thereupon, in any such case, after such notice, if any,
as such court may deem proper and prescribe, appoint a successor Trustee. 


-43-







                    (c)
Any successor Trustee appointed hereunder with respect to the Securities of one
or more series shall execute, acknowledge and deliver to its predecessor
Trustee and to the Company, or to the receivers, trustees, assignees or court appointing
it, as the case may be, an instrument accepting such appointment hereunder, and
thereupon such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts, immunities,
duties and obligations with respect to such series of such predecessor Trustee
with like effect as if originally named as Trustee hereunder, and such
predecessor Trustee, upon payment of its fees, charges and disbursements then
unpaid, shall thereupon become obligated to pay over, and such successor
Trustee shall be entitled to receive, all moneys and properties held by such
predecessor Trustee as Trustee hereunder. Nevertheless, on the written request
of the Company or of the successor Trustee or of the holders of at least 10% in
principal amount of the Securities of such series then Outstanding, such
predecessor Trustee, upon payment of its said fees, charges and disbursements,
shall execute and deliver an instrument transferring to such successor Trustee
upon the trusts herein expressed all the rights, powers and trusts of such
predecessor Trustee and shall assign, transfer and deliver to the successor
Trustee all moneys and properties held by such predecessor Trustee; and, upon
request of any such successor Trustee and the Company shall make, execute,
acknowledge and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Trustee all such
authority, rights, powers, trusts, immunities, duties and obligations. 


                    Section
11.7. Successor Trustee by Merger. Any corporation into which the
Trustee or any successor to it in the trusts created by this Indenture shall be
merged or converted, or any corporation with which it or any successor to it
shall be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee or any such successor to it shall be a
party, or any corporation to which the Trustee or any successor to it shall
sell or otherwise transfer all or substantially all of the corporate trust
business of the Trustee, shall be the successor Trustee under this Indenture
without the execution or filing of any paper or any further act on the part of
any of the parties hereto; provided that such corporation shall be otherwise
qualified and eligible under this Article. In case at the time such successor
to the Trustee shall succeed to the trusts created by this Indenture with
respect to one or more series of Securities, any of such Securities shall have
been authenticated but not delivered by the Trustee then in office, any
successor to such Trustee may adopt the certificate of authentication of any
predecessor Trustee, and deliver such Securities so authenticated; and in case
at that time any of the Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor Trustee; and in all
such cases such certificates shall have the full force which it is anywhere in
the Securities or in this Indenture provided that the certificate of the
Trustee shall have; provided, however, that the right to adopt the certificate
of authentication of any predecessor Trustee or authenticate Securities in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation. 


                    Section
11.8. Right to Rely on Officers’ Certificate. Subject to Section 11.2,
and subject to the provisions of Section 16.1 with respect to the certificates
required thereby, whenever in the administration of the provisions of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence, bad faith or willful misconduct
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers’ Certificate with respect thereto delivered to the Trustee, and
such Officers’ Certificate, in the absence of negligence, bad faith or willful
misconduct on the part of the Trustee, shall be full warrant to the Trustee for
any action taken, suffered or omitted by it under the provisions of this
Indenture upon the faith thereof. 


-44-






                    Section
11.9. Appointment of Authenticating Agent. The Trustee may appoint an
agent (the “Authenticating Agent”) reasonably acceptable to the Company to
authenticate the Securities, and the Trustee shall give written notice of such
appointment to all holders of Securities of the series with respect to which
such Authenticating Agent will serve. Unless limited by the terms of such
appointment, any such Authenticating Agent may authenticate Securities whenever
the Trustee may do so. Each reference in this Indenture to authentication by
the Trustee includes authentication by the Authenticating Agent. 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. 


                    Each
Authenticating Agent shall at all times be a corporation organized and doing
business and in good standing under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws to
act as Authenticating Agent, having a combined capital and surplus of not less
than $50,000,000 and subject to supervision or examination by Federal or State
authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Article XI, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Article XI, it shall resign immediately in the manner
and with the effect specified in this Article XI. 


                    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 Article XI, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent. 


                    An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 11.9, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
written notice of such appointment to all holders of Securities of the series
with respect to which such Authenticating Agent will serve. 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 11.9. 


                    The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 11.9, and the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of
Section 11.1. 


-45-






                    Section
11.10. Communications by Securityholders with Other Securityholders.
Holders of Securities may communicate pursuant to Section 312(b) of the Trust
Indenture Act with other holders with respect to their rights under this
Indenture or the Securities. The Company, the Trustee, the Registrar and anyone
else shall have the protection of Section 312(c) of the Trust Indenture Act
with respect to such communications. 


ARTICLE XII


SATISFACTION AND DISCHARGE; DEFEASANCE



                    Section
12.1. Applicability of Article. If, pursuant to Section 3.1, provision is made
for the defeasance of Securities of a series, then the provisions of this
Article shall be applicable except as otherwise provided for in Section 3.1 for
Securities of such series.  



                    Section
12.2. Satisfaction and Discharge of Indenture. This Indenture, with respect to
the Securities of any series (if all series issued under this Indenture are not
to be affected), shall, upon Company Request, cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
such Securities herein expressly provided for and rights to receive payments of
principal of and premium, if any, and interest on such Securities) and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when,  


	
 

	
 

	
 


	
 

	
(a) either: 


	
 

	
 

	
 


	
 

	
          (i)
 all Securities of such series theretofore authenticated and delivered (other
 than (A) Securities that have been destroyed, lost or stolen and that have
 been replaced or paid as provided in Section 3.7 and (B) Securities for whose
 payment money has theretofore been deposited in trust or segregated and held
 in trust by the Company and thereafter repaid to the Company or discharged
 from such trust, as provided in Section 6.3) have been delivered to the
 Trustee for cancellation; or 


	
 

	
 


	
 

	
          (ii)
 all Securities of such series not theretofore delivered to the Trustee for
 cancellation, 


	
 

	
 


	
 

	
 

	
          (A)
 have become due and payable, or


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
          (C)
 are to be called for redemption within one year under arrangements
 satisfactory to the Trustee for the giving of notice by the Trustee in the
 name, and at the expense, of the Company, and the Company, in the case of
 (A), (B) or (C) above, has irrevocably deposited or caused to be deposited
 with the Paying Agent as trust funds in trust for the purpose an amount in
 the Currency in which such Securities are denominated (except as otherwise
 provided pursuant to Section 3.1) sufficient to pay and discharge the entire
 Indebtedness on such Securities for principal and premium, if any, and
 interest to the date of such deposit (in the case of Securities that have
 become due and payable) or to the Stated Maturity or Redemption Date, as the
 case may be; provided, however, in the event a petition for relief under
 federal bankruptcy laws, as now or hereafter constituted, or any other
 applicable federal or state bankruptcy, insolvency or other similar law, is
 filed with respect to the Company within 91 days after the deposit and the 





-46-






	
 

	
 

	
 


	
 

	
 

	
Trustee is
 required to return the moneys then on deposit with the Trustee to the
 Company, the obligations of the Company under this Indenture with respect to
 such Securities shall not be deemed terminated or discharged;








	
 

	
 

	
 


	
 

	
          (b)
 the Company has paid or caused to be paid all other sums payable hereunder by
 the Company, including, without limitation, any amounts owing to the Trustee
 under Section 11.1(a); and


	
 

	
 

	
 


	
 

	
          (c)
 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 such series have been complied with.





                    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 11.1 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of clause (a)(i) of this
Section, the obligations of the Trustee under Section 12.7 and the last
paragraph of Section 6.3(e) shall survive. 


                    Section
12.3. Defeasance upon Deposit of Moneys or U.S Government Obligations.
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 Securities
of any series on the first day 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 as may be specified pursuant to
Section 3.1 with respect to Securities of any series (and, if so specified
pursuant to Section 3.1, any other restrictive covenant added for the benefit
of such series pursuant to Section 3.1) at any time after the applicable
conditions set forth below have been satisfied: 


	
 

	
 


	
 

	
          (i)
 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 (A) money in an amount, or (B) U.S. Government Obligations (as defined
 below) that 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 (C) a combination of (A)
 and (B), sufficient, in the opinion of a nationally recognized investment
 bank, appraisal firm or firm of independent public accountants expressed in a
 written certification to the Trustee, to pay and discharge each installment
 of principal (including any mandatory sinking fund payments) of and premium,
 if any, and interest on, the Outstanding Securities of such series on the
 dates such installments of interest or principal and premium are due; 


	
 

	
 


	
 

	
          (ii)
 No Event of Default or event (including such deposit) that, with notice or
 lapse of time, or both, 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; 


	
 

	
 


	
 

	
          (iii)
 In the case of an election under Section 12.3(a), the Company shall have
 delivered to the Trustee an Opinion of Counsel confirming that (A) the
 Company has received from, or there has been published by, the Internal
 Revenue Service a ruling, or (B) since the date of this Indenture there has
 been a change in applicable federal income tax law, in either case confirming
 that, and based thereon such Opinion of Counsel shall confirm that, the
 holders of the Securities of such series will not recognize income, gain or
 loss for U.S. federal income tax purposes as a result of the Company’s
 exercise of its option under Section 12.3(a) and will be subject to federal
 income tax on the same amounts 





-47-






	
 

	
 


	
 

	
and in the
 same manner and at the same times as would have been the case if such option
 had not been exercised; 


	
 

	
 


	
 

	
          (iv)
 In the case of an election under Section 12.3(b), the Company shall have
 delivered to the Trustee an Opinion of Counsel to the effect that the holder
 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 Section 12.3(b) and will be subject to federal income tax on the
 same amounts and in the same manner and at the same times as would have been
 the case if such option had not been exercised; and 


	
 

	
 


	
 

	
          (v)
 The Company shall have delivered to the Trustee an Officers’ Certificate and
 an Opinion of Counsel each stating that all conditions precedent herein
 provided for relating to the Company’s exercise of such option with respect
 to such series have been complied with. 





                    “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, upon receipt of a written
request by the Company, at the expense of the Company, shall execute proper
instruments acknowledging the same), except (A) the rights of holders of
Securities of such series to receive, from the trust fund described in clause
(a) above, payment of the principal of and premium, if any, and interest on
such Securities when such payments are due, (B) the Company’s obligations with
respect to Securities of such series under Sections 3.4, 3.6, 3.7, 6.2, 12.6
and 12.7 and (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder. 


                    “U.S.
Government Obligations” means securities that are (i) direct obligations of the
United States for the payment of which its full faith and credit is pledged or
(ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States the timely of payment of which
is unconditionally guaranteed as a full faith and credit obligation by the
United States, that, in either case under clauses (i) or (ii) are not callable
or redeemable at the action of the issuer thereof, and shall also include a
depositary receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for the
account of the holder of a depositary receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the
specific payment of interest on or principal of the U.S. Government Obligation
evidenced by such depositary receipt. 


                    Section
12.4. Repayment to Company. The Trustee and any Paying Agent shall
promptly pay to the Company (or to its designee) upon Company Request any
excess moneys or U.S. Government Obligations held by them at any time,
including any such moneys or obligations held by the Trustee under any escrow
trust agreement entered into pursuant to Section 12.6. The provisions of the
last paragraph of Section 6.3 shall apply to any money held by the Trustee or
any Paying Agent under this Article that remains unclaimed for two years after
the Maturity of any series of Securities for which money or U.S. Government
Obligations have been deposited pursuant to Section 12.3. 


                    Section
12.5. Indemnity for U.S. Government Obligations. The Company shall pay
and shall indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the deposited U.S. Government Obligations or the principal
or interest received on such U.S. Government Obligations (it being understood
that the Trustee shall bear no responsibility for any such tax, fee or charge
that is imposed or assessed). 


-48-







                    Section
12.6. Deposits to Be Held in Escrow. Any deposits with the Trustee
referred to in Section 12.3 above shall be irrevocable (except to the extent
provided in Sections 12.4 and 12.7) and shall be made under the terms of an
escrow trust agreement in form and substance satisfactory to the Trustee. If
any Outstanding Securities of a series are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory or optional sinking fund requirement, the
applicable escrow trust agreement shall provide therefor and the Company shall
make such arrangements as are satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company. The agreement shall provide that, upon satisfaction of any mandatory
sinking fund payment requirements, whether by deposit of moneys, application of
proceeds of deposited U.S. Government Obligations or, if permitted, by delivery
of Securities, the Trustee shall pay or deliver over to the Company as excess
moneys pursuant to Section 12.4 all funds or obligations then held under the
agreement and allocable to the sinking fund payment requirements so satisfied. 


                    If
Securities of a series with respect to which such deposits are made may be
subject to later redemption at the option of the Company or pursuant to
optional sinking fund payments, the applicable escrow trust agreement may, at
the option of the Company, provide therefor. In the case of an optional
redemption in whole or in part, such agreement shall require the Company to
deposit with the Trustee on or before the date notice of redemption is given
funds sufficient to pay the Redemption Price of the Securities to be redeemed
together with all unpaid interest thereon to the Redemption Date. Upon such
deposit of funds, the Trustee shall pay or deliver over to the Company as
excess funds pursuant to Section 12.4 all funds or obligations then held under
such agreement and allocable to the Securities to be redeemed. In the case of
exercise of Optional Sinking Fund Payment rights by the Company, such agreement
shall, at the option of the Company, provide that upon deposit by the Company
with the Trustee of funds pursuant to such exercise the Trustee shall pay or
deliver over to the Company as excess funds pursuant to Section 12.4 all funds
or obligations then held under such agreement for such series and allocable to
the Securities to be redeemed. 


                    Section
12.7. Application of Trust Money. 


                    (a)
Neither the Trustee nor any other Paying Agent shall be required to pay
interest on any moneys deposited pursuant to the provisions of this Indenture,
except such as it shall agree with the Company to pay thereon. Any moneys so
deposited for the payment of the principal of, or premium, if any, or interest
on the Securities of any series and remaining unclaimed for two years after the
date of the maturity of the Securities of such series or the date fixed for the
redemption of all the Securities of such series at the time outstanding, as the
case may be, shall be repaid by the Trustee or such other paying agent to the
Company upon its written request and thereafter, and anything in this Indenture
to the contrary notwithstanding, any rights of the holders of Securities of
such series in respect of which such moneys shall have been deposited shall be
enforceable only against the Company, and all liability of the Trustee or such
other paying agent with respect to such moneys shall thereafter cease. 


                    (b)
Subject to the provisions of the foregoing paragraph, any moneys which at any
time shall be deposited by the Company or on its behalf with the Trustee or any
other paying agent for the purpose of paying the principal of, premium, if any,
and interest on any of the Securities shall be and are hereby assigned,
transferred and set over to the Trustee or such other paying agent in trust for
the respective holders of the Securities for the purpose for which such moneys
shall have been deposited; but such moneys need not be segregated from other
funds except to the extent required by law. 


                    Section
12.8. Deposits of Non-U.S. Currencies. Notwithstanding the foregoing
provisions of this Article, if the Securities of any series are payable in a
Currency other than U.S. Dollars, the 


-49-






Currency or
the nature of the government obligations to be deposited with the Trustee under
the foregoing provisions of this Article shall be as set forth in the Officers’
Certificate or established in the supplemental indenture under which the
Securities of such series are issued. 


ARTICLE XIII


IMMUNITY OF CERTAIN PERSONS


                    Section
13.1. No Personal Liability. No recourse shall be had for the payment of
the principal of, or the premium, if any, or interest on, any Security or for
any claim based thereon or otherwise in respect thereof or of the Indebtedness
represented thereby, or upon any obligation, covenant or agreement of this
Indenture, against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitutional provision, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise; it being expressly agreed and
understood that this Indenture and the Securities are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, because of the
incurring of the Indebtedness hereby authorized or under or by reason of any of
the obligations, covenants, promises or agreements contained in this Indenture
or in any of the Securities, or to be implied herefrom or therefrom, and that
all liability, if any, of that character against every such incorporator,
stockholder, officer and director is, by the acceptance of the Securities and
as a condition of, and as part of the consideration for, the execution of this
Indenture and the issue of the Securities expressly waived and released. 


ARTICLE XIV


SUPPLEMENTAL INDENTURES


                    Section
14.1. Without Consent of Securityholders. Without the consent of any
holders, the Company (when authorized by resolution of its Board of Directors)
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
one or more of or all the following purposes: 


	
 

	
 


	
 

	
          (a)
 to add to the covenants and agreements of the Company, to be observed
 thereafter and during the period, if any, in such supplemental indenture or
 indentures expressed, and to add Events of Default, in each case for the
 protection or benefit of the holders of all or any series of the Securities (and
 if such covenants, agreements and Events of Default are to be for the benefit
 of fewer than all series of Securities, stating that such covenants,
 agreements and Events of Default are expressly being included for the benefit
 of such series as shall be identified therein), or to surrender any right or
 power herein conferred upon the Company; 


	
 

	
 


	
 

	
          (b)
 to add to or change any of the provisions of this Indenture to provide to
 change or eliminate any restrictions on the payment of principal of or
 premium, if any, on Registered Secu-





-50-







	
 

	
 


	
 

	
rities;
 provided that any such action shall not adversely affect the interests of the
 holders of Securities of any series, or to permit or
 facilitate the issue of Securities of any series in uncertificated form;


	
 

	
 


	
 

	
          (c)
 to change or eliminate any of the provisions of this Indenture; provided that
 any such change or elimination shall become effective only when there is no
 Outstanding Security of any series created prior to the execution of such
 supplemental indenture that is entitled to the benefit of such provision and
 as to which such supplemental indenture would apply;


	
 

	
 


	
 

	
          (d)
 to evidence the succession of another corporation to the Company, or
 successive successions, and the assumption by such successor of the covenants
 and obligations of the Company contained in the Securities of one or more
 series and in this Indenture or any supplemental indenture;


	
 

	
 


	
 

	
          (e)
 to evidence and provide for the acceptance of appointment hereunder by a
 successor Trustee with respect to one or more series of Securities and to add
 to or change any of the provisions of this Indenture as shall be necessary
 for or facilitate the administration of the trusts hereunder by more than one
 Trustee, pursuant to the requirements of Section 11.6(c);


	
 

	
 


	
 

	
          (f)
 to secure any series of Securities;


	
 

	
 


	
 

	
          (g)
 to evidence any changes to this Indenture pursuant to Sections 11.5, 11.6 or
 11.7 hereof as permitted by the terms thereof;


	
 

	
 


	
 

	
          (h)
 to cure any ambiguity or to correct or supplement any provision contained
 herein or in any indenture supplemental hereto which may be defective or
 inconsistent with any other provision contained herein or in any supplemental
 indenture;


	
 

	
 


	
 

	
          (i)
 to comply with requirements of the Trust Indenture Act or the rules and
 regulations of the Commission thereunder in order to effect or maintain the
 qualification of this Indenture under the Trust Indenture Act, as
 contemplated by this Indenture or otherwise;


	
 

	
 


	
 

	
          (j)
 to add guarantors or co-obligors with respect to any series of Securities; 


	
 

	
 


	
 

	
          (k)
 to make any change in any series of Securities that does not adversely affect
 in any material respect the interests of the holders of such Securities;


	
 

	
 


	
 

	
          (l)
 to prohibit the authentication and delivery of additional series of
 Securities; or 


	
 

	
 


	
 

	
          (m)
 to establish the form and terms of Securities of any series as permitted in
 Section 3.1, or to authorize the issuance of additional Securities of a
 series previously authorized or to add to the conditions, limitations or
 restrictions on the authorized amount, terms or purposes of issue,
 authentication or delivery of the Securities of any series, as herein set
 forth, or other conditions, limitations or restrictions thereafter to be
 observed.





                    Subject
to the provisions of Section 14.3, the Trustee is authorized to join with the
Company in the execution of any such supplemental indenture, to make the
further agreements and stipulations which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any property
or assets thereunder. 


-51-






                    Any
supplemental indenture authorized by the provisions of this Section 14.1 may be
executed by the Company and the Trustee without the consent of the holders of
any of the Securities at the time Outstanding, notwithstanding any of the
provisions of Section 14.2. 


                    Section
14.2. With Consent of Securityholders; Limitations. 


                    (a)
With the consent (evidenced as provided in Article VIII) of the holders of a
majority in aggregate principal amount of the Outstanding Securities of each
series affected by such supplemental indenture voting separately, the Company
(when authorized by a resolution of the Board of Directors) and the Trustee
may, from time to time and at any time, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any provisions of this Indenture or of modifying in
any manner the rights of the holders of the Securities of such series to be
affected; provided, however, that no such supplemental indenture shall, without
the consent of the holder of each Outstanding Security of each such series
affected thereby,


	
 

	
 


	
 

	
          (i)
 extend the Stated Maturity of the principal of, or any installment of
 interest on, any Security, or reduce the principal amount thereof or the
 interest thereon or any premium payable upon redemption thereof, or change
 the Currency in which the principal of and premium, if any, or interest on
 such Security is denominated or payable, or reduce the amount of the
 principal of an Original Issue Discount Security that would be due and
 payable upon a declaration of acceleration of the Maturity thereof pursuant
 to Section 7.2, or impair the right to institute suit for the enforcement of
 any payment on or after the Stated Maturity thereof (or, in the case of
 redemption, on or after the Redemption Date), or materially adversely affect
 the economic terms of any right to convert or exchange any Security as may be
 provided pursuant to Section 3.1(r); or


	
 

	
 


	
 

	
          (ii)
 reduce the percentage in principal amount of the Outstanding Securities of
 any series, the consent of whose holders is required for any 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


	
 

	
 


	
 

	
          (iii)
 modify any of the provisions of this Section, Section 6.6 or Section 7.6,
 except to increase any such percentage or to provide that certain other
 provisions of this Indenture cannot be modified or waived without the consent
 of the holder of each Outstanding Security affected thereby; provided,
 however, that this clause shall not be deemed to require the consent of any
 holder with respect to changes in the references to “the Trustee” and
 concomitant changes in this Section and Section 6.6, or the deletion of this
 proviso, in accordance with the requirements of Sections 11.6 and 14.1(e); or


	
 

	
 


	
 

	
          (iv)
 modify, without the written consent of the Trustee, the rights, duties or
 immunities of the Trustee.





                    (b)
A supplemental indenture that changes or eliminates any 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.


                    (c)
It shall not be necessary for the consent of the Securityholders under this
Section 14.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.


-52-






                    (d)
The Company may set a record date for purposes of determining the identity of
the holders of each series of Securities entitled to give a written consent or
waive compliance by the Company as authorized or permitted by this Section. Such
record date shall not be more than 30 days prior to the first solicitation of
such consent or waiver or the date of the most recent list of holders furnished
to the Trustee prior to such solicitation pursuant to Section 312 of the Trust
Indenture Act. 


                    (e)
Promptly after the execution by the Company and the Trustee of any supplemental
indenture pursuant to the provisions of this Section 14.2, the Company shall
mail a notice, setting forth in general terms the substance of such supplemental
indenture, to the holders of Securities at their addresses as the same shall
then appear in the Register of the Company. Any failure of the Company to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture. 



                    Section
14.3. Trustee Protected. The Trustee shall join with the Company in the
execution of a supplemental indenture, unless said supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into said supplemental indenture, upon the request of the
Company, accompanied by the Officers’ Certificate and Opinion of Counsel
required by Section 16.1 and by:  


	
 

	
 


	
 

	
          (a)
 a supplemental indenture duly executed on behalf of the Company; 


	
 

	
 


	
 

	
          (b)
 a copy of a resolution of the Board of Directors of the Company, certified by
 the Secretary or an Assistant Secretary of the Company and a copy of an
 Officers’ Certificate of the Company, authorizing the execution of said
 supplemental indenture;


	
 

	
 


	
 

	
          (c)
 an Opinion of Counsel, stating that said supplemental indenture complies
 with, and that the execution thereof is authorized or permitted by, the
 provisions of this Indenture, and that such supplemental indenture is a valid
 and binding obligation of the Company, enforceable against it in accordance
 with its terms (subject to customary exceptions); and 


	
 

	
 


	
 

	
          (d)
 if said supplemental indenture shall be executed pursuant to Section 14.2,
 evidence (as provided in Article VIII) of the consent thereto of the
 Securityholders required to consent thereto as provided in Section 14.2.





                    Section
14.4. Effect of Execution of Supplemental Indenture. Upon the execution
of any supplemental indenture pursuant to the provisions of this Article XIV,
this Indenture shall be deemed to be modified and amended in accordance
therewith and, except as herein otherwise expressly provided, the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the holders of all of the Securities
or of the Securities of any series affected, as the case may be, shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the terms
and conditions of this Indenture for any and all purposes. 


                    Section
14.5. Notation on or Exchange of Securities. Securities of any series
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article may bear a notation in form approved
by the Trustee as to any matter provided for in such supplemental indenture. If
the Company or the Trustee shall so determine, new Securities so modified as to
conform, in the opinion of the Trustee and the Board of Directors of the
Company, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company and upon
receipt of a Company Order authenticated and delivered by the Trustee in exchange
for the


-53-






Securities
then Outstanding in equal aggregate principal amounts, and such exchange shall
be made without cost to the holders of the Securities. 


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


ARTICLE XV


SUBORDINATION OF SECURITIES


                    Section
15.1. Agreement to Subordinate. In the event a series of Securities is
designated as subordinated pursuant to Section 3.1(t), and except as otherwise
provided in Board Resolutions or a supplemental indenture, the Company, for
itself, its successors and assigns, covenants and agrees, and each holder of
Securities of such series by his, her or its acceptance thereof, likewise
covenants and agrees, that the payment of the principal of (and premium, if
any) and interest, if any, on each and all of the Securities of such series is
hereby expressly subordinated, to the extent and in the manner hereinafter set
forth, in right of payment to the prior payment in full of all Senior
Indebtedness. In the event a series of Securities is not designated as
subordinated pursuant to Section 3.1(t), this Article XV shall have no effect
upon the Securities. 


                    Section
15.2. Distribution on Dissolution, Liquidation and Reorganization;
Subrogation of Securities. Subject to Section 15.1, upon any distribution
of assets of the Company upon any dissolution, winding up, liquidation or
reorganization of the Company, whether in bankruptcy, insolvency,
reorganization or receivership proceedings or upon an assignment for the
benefit of creditors or any other marshalling of the assets and liabilities of
the Company or otherwise (subject to the power of a court of competent
jurisdiction to make other equitable provision reflecting the rights conferred
in this Indenture upon the Senior Indebtedness and the holders thereof with
respect to the Securities and the holders thereof by a lawful plan of
reorganization under applicable bankruptcy law): 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (c)
 in the event that, notwithstanding the foregoing, any payment or distribution
 of assets of the Company of any kind or character, whether in cash, property
 or securities, shall be received by the Trustee or the holders of the
 Securities before all Senior Indebtedness is paid in full, such payment or
 distribution shall be paid over, upon written notice to a Responsible Officer
 





-54-







	
 

	
 


	
 

	
of the
 Trustee, to the holder of such Senior Indebtedness or his, her or its
 representative or representatives or to the trustee or trustees under any
 indenture under which any instrument evidencing any of such Senior
 Indebtedness may have been issued, ratably as aforesaid, for application to
 payment of all Senior Indebtedness remaining unpaid until all such Senior
 Indebtedness shall have been paid in full, after giving effect to any
 concurrent payment or distribution to the holders of such Senior
 Indebtedness. Subject to the payment in full of all Senior Indebtedness, the
 holders of the Securities shall be subrogated to the rights of the holders of
 Senior Indebtedness (to the extent that distributions otherwise payable to
 such holder have been applied to the payment of Senior Indebtedness) to
 receive payments or distributions of cash, property or securities of the
 Company applicable to Senior Indebtedness until the principal of (and
 premium, if any) and interest, if any, on the Securities shall be paid in
 full and no such payments or distributions to the holders of the Securities
 of cash, property or securities otherwise distributable to the holders of
 Senior Indebtedness shall, as between the Company, its creditors other than
 the holders of Senior Indebtedness, and the holders of the Securities be
 deemed to be a payment by the Company to or on account of the Securities. It
 is understood that the provisions of this Article XV are and are intended
 solely for the purpose of defining the relative rights of the holders of the
 Securities, on the one hand, and the holders of the Senior Indebtedness, on
 the other hand. Nothing contained in this Article XV or elsewhere in this
 Indenture or in the Securities is intended to or shall impair, as between the
 Company, its creditors other than the holders of Senior Indebtedness, and the
 holders of the Securities, the obligation of the Company, which is
 unconditional and absolute, to pay to the holders of the Securities the
 principal of (and premium, if any) and interest, if any, on the Securities as
 and when the same shall become due and payable in accordance with their
 terms, or to affect the relative rights of the holders of the Securities and
 creditors of the Company other than the holders of Senior Indebtedness, nor
 shall anything herein or in the Securities prevent the Trustee or the holder
 of any Security from exercising all remedies otherwise permitted by
 applicable law upon default under this Indenture, subject to the rights, if
 any, under this Article XV of the holders of Senior Indebtedness in respect
 of cash, property or securities of the Company received upon the exercise of
 any such remedy. Upon any payment or distribution of assets of the Company
 referred to in this Article XV, the Trustee, subject to the provisions of
 Section 15.5, shall be entitled to rely upon a certificate of the liquidating
 trustee or agent or other person making any distribution to the Trustee for
 the purpose of ascertaining the Persons entitled to participate in such
 distribution, the holders of Senior Indebtedness and other Indebtedness of
 the Company, the amount thereof or payable thereon, the amount or amounts
 paid or distributed thereof and all other facts pertinent thereto or to this
 Article XV.





                    With
respect to the holders of Senior Indebtedness, the Trustee undertakes to
perform or observe only such of its covenants and objectives as are
specifically set forth in this Indenture, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee, however, shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness. The
Trustee shall not be liable to any such holder if it shall pay over or
distribute to or on behalf of holders of Securities or the Company, or any
other Person, moneys or assets to which any holder of Senior Indebtedness shall
be entitled by virtue of this Article XV. 


                    Section
15.3. No Payment on Securities in Event of Default on Senior Indebtedness.
Subject to Section 15.1, no payment by the Company on account of principal (or
premium, if any), sinking funds or interest, if any, on the Securities shall be
made at anytime if: 


	
 

	
 


	
 

	
          (i)
 a default on Senior Indebtedness exists that permits the holders of such
 Senior Indebtedness to accelerate its maturity and 





-55-







	
 

	
 


	
 

	
          (ii)
 the default is the subject of judicial proceedings or the Company (or the
 trustee of the Senior Indebtedness) has received notice of such default. The
 Company may resume payments on the Securities when full payment of amounts
 then due for principal (premium, if any), sinking funds and interest on
 Senior Indebtedness has been made or duly provided for in money or money’s
 worth.





                    Section
15.4. Payments on Securities Permitted. Subject to Section 15.1, nothing
contained in this Indenture or in any of the Securities shall (a) affect the
obligation of the Company to make, or prevent the Company from making, at any
time except as provided in Sections 15.2 and 15.3, payments of principal of (or
premium, if any) or interest, if any, on the Securities or (b) prevent the
application by the Trustee of any moneys or assets deposited with it hereunder
to the payment of or on account of the principal of (or premium, if any) or
interest, if any, on the Securities, unless a Responsible Officer of the
Trustee shall have received at its Corporate Trust Office written notice of any
fact prohibiting the making of such payment from the Company or from the holder
of any Senior Indebtedness or from the trustee for any such holder, together
with proof satisfactory to the Trustee of such holding of Senior Indebtedness
or of the authority of such trustee more than two Business Days prior to the
date fixed for such payment. 


                    Section
15.5. Authorization of Securityholders to Trustee to Effect Subordination.
Subject to Section 15.1, each holder of Securities by his, her or its
acceptance thereof authorizes and directs the Trustee on his, her or its behalf
to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article XV and appoints the Trustee as his,
her or its attorney-in-fact for any and all such purposes. 


                    Section
15.6. Notices to Trustee. Subject to Section 15.1, notwithstanding the
provisions of this Article XV or any other provisions of this Indenture,
neither the Trustee nor any Paying Agent (other than the Company) shall be
charged with knowledge of the existence of any Senior Indebtedness or of any
fact which would prohibit the making of any payment of moneys or assets to or
by the Trustee or such Paying Agent, unless and until a Responsible Officer of
the Trustee or such Paying Agent shall have received (in the case of a
Responsible Officer of the Trustee, at the Corporate Trust Office of the
Trustee) written notice thereof from the Company or from the holder of any
Senior Indebtedness or from the trustee for any such holder, together with
proof satisfactory to the Trustee of such holding of Senior Indebtedness or of
the authority of such trustee and, prior to the receipt of any such written
notice, the Trustee shall be entitled in all respects conclusively to presume
that no such facts exist; provided, however, that if at least two Business Days
prior to the date upon which by the terms hereof any such moneys or assets may
become payable for any purpose (including, without limitation, the payment of
either the principal (or premium, if any) or interest, if any, on any Security)
a Responsible Officer of the Trustee shall not have received with respect to
such moneys or assets the notice provided for in this Section 15.6, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such moneys or assets and to apply the
same to the purpose for which they were received, and shall not be affected by
any notice to the contrary which may be received by it within two Business Days
prior to such date. The Trustee shall be entitled to rely on the delivery to it
of a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such a
notice has been given by a holder of Senior Indebtedness or a trustee on behalf
of any such holder. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XV, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article XV and, if such
evidence is not fur


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nished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment. 


                    Section
15.7. Trustee as Holder of Senior Indebtedness. Subject to Section 15.1,
the Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article XV in respect of any Senior Indebtedness at any time held
by it to the same extent as any other holder of Senior Indebtedness and nothing
in this Indenture shall be construed to deprive the Trustee of any of its
rights as such holder. Nothing in this Article XV shall apply to claims of, or
payments to, the Trustee under or pursuant to Sections 7.5 or 11.1. 


                    Section
15.8. Modifications of Terms of Senior Indebtedness. Subject to Section
15.1, any renewal or extension of the time of payment of any Senior
Indebtedness or the exercise by the holders of Senior Indebtedness of any of
their rights under any instrument creating or evidencing Senior Indebtedness,
including, without limitation, the waiver of default thereunder, may be made or
done all without notice to or assent from the holders of the Securities or the
Trustee. No compromise, alteration, amendment, modification, extension, renewal
or other change of, or waiver, consent or other action in respect of, any
liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or
not such release is in accordance with the provisions of any applicable
document, shall in any way alter or affect any of the provisions of this
Article XV or of the Securities relating to the subordination thereof. 


                    Section
15.9. Reliance on Judicial Order or Certificate of Liquidating Agent.
Subject to Section 15.1, upon any payment or distribution of assets of the
Company referred to in this Article XV, the Trustee and the holders of the
Securities shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of
creditors, agent or other person making such payment or distribution, delivered
to the Trustee or to the holders of Securities, for the purpose of ascertaining
the persons entitled to participate in such payment or distribution to holders
of Senior Indebtedness and other Indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article XV. 


                    Section
15.10. Satisfaction and Discharge; Defeasance and Covenant Defeasance.
Subject to Section 15.1, amounts and U.S. Government Obligations deposited in
trust with the Trustee pursuant to and in accordance with Article XII and not,
at the time of such deposit, prohibited to be deposited under Sections 15.2 or
15.3 shall not be subject to this Article XV. 


ARTICLE XVI


MISCELLANEOUS PROVISIONS


                    Section
16.1. Certificates and Opinions as to Conditions Precedent. 


                    (a)
Upon any request or application by the Company to the Trustee to take any
action under any of the provisions of this Indenture, the Company shall furnish
to the Trustee an Officers’ Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent have been complied with. 


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                    (b)
Each certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture (other than the certificates provided pursuant to Section 6.5 of
this Indenture) shall include (i) a statement that the Person making giving
such certificate or opinion has read such covenant or condition; (ii) 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;
(iii) a statement that, in the view or opinion of such Person, he or she has
made such examination or investigation as is necessary to enable such Person to
express an informed view or opinion as to whether or not such covenant or
condition has been complied with; and (iv) a statement as to whether or not, in
the view or opinion of such Person, such condition or covenant has been
complied with. 


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


                    (d)
Any certificate, statement or opinion of an officer of the Company or of
counsel to the Company may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of, or representations by, an accountant
or firm of accountants, unless such officer or counsel, as the case may be,
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the accounting matters upon which
his or her certificate, statement or opinion may be based are erroneous. Any
certificate or opinion of any firm of independent registered public accountants
filed with the Trustee shall contain a statement that such firm is independent.



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


                    (f)
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
16.2. Trust Indenture Act Controls. This Indenture is subject to the mandatory
provisions of the Trust Indenture Act. If and to the extent that any provision
of this Indenture limits, qualifies or conflicts with the duties imposed by, or
another provision included in this Indenture which is required to be included
in this Indenture by the Trust Indenture Act, such imposed duties or
incorporated provision shall control. 


                    Section
16.3. What Constitutes Action by Board of Directors. Whenever action is
required by this Indenture by the Board of Directors of the Company and there
is at the time constituted a committee of the Board of Directors duly
authorized to take such action, or a committee of officers or other
representatives of the Company so authorized by the Board of Directors, such
action by such a


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committee
shall be deemed to be the action of the Board of Directors and shall be
sufficient for all purposes of this Indenture where action by the Board of
Directors is specified. 


                    Section
16.4. Notices to the Company and Trustee. Any notice or demand
authorized by this Indenture to be made upon, given or furnished to, or filed
with, the Company or the Trustee shall be sufficiently made, given, furnished
or filed for all purposes if it shall be mailed, delivered or telefaxed to: 


	
 

	
 


	
 

	
          (a)
 the Company, at Two Paragon Drive, Montvale, New Jersey 07645, Attention:
 Allan Richards, fax: (201) 571-4106, or at such other address or facsimile
 number as may have been furnished in writing to the Trustee by the Company. 


	
 

	
 


	
 

	
          (b)
 the Trustee, at the Corporate Trust Office of the Trustee, Attention:
 Corporate Client Services (A&P).


	
 

	
 


	
 

	
          Any such
 notice, demand or other document shall be in the English language.





                    Section
16.5. Notices to Securityholders; Waiver. Any notice required or
permitted to be given to Securityholders shall be sufficiently given (unless
otherwise herein expressly provided), 


	
 

	
 


	
 

	
          (a)
 if to Registered Holders, if given in writing by first class mail, postage
 prepaid, to such holders at their addresses as the same shall appear on the
 Register of the Company.


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (c)
 Where this Indenture provides for notice in any manner, such notice may be
 waived in writing by the Person entitled to receive such notice, either
 before or after the event, and such waiver shall be the equivalent of such
 notice. Waivers of notice by holders shall be filed with the Trustee, but
 such filing shall not be a condition precedent to the validity of any action
 taken in reliance on such waiver. In any case where notice to holders is
 given by mail, neither the failure to mail such notice nor any defect in any
 notice so mailed to any particular holder shall affect the sufficiency of
 such notice with respect to other holders, and any notice that is mailed in
 the manner herein provided shall be conclusively presumed to have been duly
 given. In any case where notice to holders is given by publication, any
 defect in any notice so published as to any particular holder shall not
 affect the sufficiency of such notice with respect to other holders, and any
 notice that is published in the manner herein provided shall be conclusively
 presumed to have been duly given.





                    Section
16.6. Legal Holiday. Unless otherwise specified pursuant to Section 3.1,
in any case where any Interest Payment Date, Redemption Date or Maturity of any
Security of any series shall not be a Business Day at any Place of Payment for
the Securities of that series, then payment of principal and premium, if any,
or interest need not be made at such Place of Payment on such date, but may be
made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on such Interest Payment Date, Redemption Date or Maturity
and no interest shall accrue on such payment for the period from and after such
Interest Payment Date, Redemption Date or Maturity, as the case may be, to such
Business Day if such payment is made or duly provided for on such Business Day.



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                    Section
16.7. Effects 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
16.8. Successors and Assigns. All covenants and agreements in this
Indenture by the parties hereto shall bind their respective successors and
assigns and inure to the benefit of their permitted successors and assigns,
whether so expressed or not. 


                    Section
16.9. 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
16.10. Benefits of Indenture. Nothing in this Indenture expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or to give to, any Person or corporation
other than the parties hereto and their successors and the holders of the
Securities any benefit or any right, remedy or claim under or by reason of this
Indenture or any covenant, condition, stipulation, promise or agreement hereof,
and all covenants, conditions, stipulations, promises and agreements in this
Indenture contained shall be for the sole and exclusive benefit of the parties
hereto and their successors and of the holders of the Securities. 


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


                    Section
16.12. Governing Law. This Indenture and the Securities shall be deemed
to be contracts made under the laws of the State of New York, and for all
purposes shall be governed by and construed in accordance with the laws of said
State. 


[The remainder of this page intentionally left blank; Signature pages follow] 


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


	
 

	
 

	
 


	
 

	
THE GREAT
 ATLANTIC & PACIFIC TEA


	
 

	
COMPANY,
 INC.,


	
 

	
as Issuer


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
WILMINGTON
 TRUST COMPANY,


	
 

	
as Trustee


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title: