Exhibit 4.3.f

[Form of Indenture]









	 
	 
	 
	MERITOR, INC.
      
AND

      THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

      as Trustee

      _________________________

      INDENTURE

      Dated as of
[•], 20[•]

      _________________________

      Debt Securities

	 
	 
	 









TABLE OF
CONTENTS 

	     		 		     	Page
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS
      OF GENERAL APPLICATION		1	   
	  				
		Section
      1.01		Definitions		1	
		Section
      1.02		Compliance
      Certificates and Opinions		13	
		Section
      1.03		Form of Documents
      Delivered to Trustee		14	
		Section
      1.04		Acts of
      Securityholders		15	
		Section
      1.05		Notices, etc., to
      Trustee and Company		17	
		Section
      1.06		Notices to
      Securityholders; Waiver		17	
		Section
      1.07		Conflict with
      Trust Indenture Act		19	
		Section
      1.08		Effect of
      Headings and Table of Contents		19	
		Section
      1.09		Successors and
      Assigns		19	
		Section
      1.10		Separability
      Clause		19	
		Section
      1.11		Benefits of
      Indenture		19	
		Section
      1.12		Governing
      Law		19	
		Section
      1.13		Payments Due on
      Non-Business Days		19	
		Section
      1.14		Waiver of Jury Trial		20	
				 			
	ARTICLE TWO FORMS OF SECURITIES		20	
				 			
		Section
      2.01		Forms
      Generally		20	
		Section
      2.02		Form of Trustee's
      Certificate of Authentication		21	
		Section
      2.03		Global
      Securities		21	
				 			
	ARTICLE THREE THE SECURITIES		22	
				 			
		Section 3.01		Amount Unlimited;
      Issuable in Series		22	
		Section
      3.02		Denominations		27	
		Section
      3.03		Execution,
      Authentication, Delivery and Dating		28	
		Section
      3.04		Temporary
      Securities		30	
		Section
      3.05		Registration,
      Registration of Transfer and Exchange		33	
		Section
      3.06		Mutilated,
      Destroyed, Lost and Stolen Securities		38	
		Section
      3.07		Payment of
      Interest; Interest Rights Preserved; Optional Interest Reset		39	
		Section
      3.08		Persons Deemed
      Owners		43	
		Section
      3.09		Cancellation		43	
		Section
      3.10		Currency and
      Manner of Payments in Respect of Securities		44	
		Section
      3.11		Appointment and
      Resignation of Successor Exchange Rate Agent		48	
		Section
      3.12		Optional
      Extension of Maturity		 
    49	
				 			
	ARTICLE FOUR SATISFACTION AND
    DISCHARGE		50	



i 







	     	Section
      4.01	 	Satisfaction and
      Discharge of Indenture	     	50
		Section
      4.02		Application of
      Trust Money		52
		Section
      4.03		Defeasance and
      Discharge of Securities of any Series		52
				 		
	ARTICLE FIVE REMEDIES		54
				 		
		Section
      5.01		Events of
      Default		54
		Section
      5.02		Acceleration of
      Maturity; Rescission and Annulment		56
		Section
      5.03		Collection of
      Indebtedness and Suits for Enforcement by Trustee		57
		Section
      5.04		Trustee May File
      Proofs of Claim		58
		Section
      5.05		Trustee May
      Enforce Claims Without Possession of Securities or Coupons		59
		Section
      5.06		Application of
      Money Collected		59
		Section
      5.07		Limitation on
      Suits		60
		Section
      5.08		Unconditional
      Right of Securityholders to Receive Principal, Premium and
    Interest		60
		Section
      5.09		Restoration of
      Rights and Remedies		61
		Section
      5.10		Rights and
      Remedies Cumulative		61
		Section
      5.11		Delay or Omission
      Not Waiver		61
		Section
      5.12		Control by
      Securityholders		62
		Section
      5.13		Waiver of Past
      Defaults		62
		Section
      5.14		Undertaking for
      Costs		63
		Section
      5.15		Waiver of Stay or
      Extension Laws		63
		Section
      5.16		Judgment
      Currency		63
				 		
	ARTICLE SIX THE TRUSTEE		64
				 		
		Section
      6.01		Certain Duties
      and Responsibilities		64
		Section
      6.02		Notice of
      Default		65
		Section
      6.03		Certain Rights of
      Trustee		66
		Section
      6.04		Not Responsible
      for Recitals or Issuance of Securities		68
		Section
      6.05		May Hold
      Securities		68
		Section
      6.06		Money Held in
      Trust		68
		Section
      6.07		Compensation and
      Reimbursement		68
		Section
      6.08		Disqualification;
      Conflicting Interests		69
		Section
      6.09		Corporate Trustee
      Required; Eligibility		69
		Section
      6.10		Resignation and
      Removal; Appointment of Successor		70
		Section
      6.11		Acceptance of
      Appointment by Successor		71
		Section
      6.12		Merger,
      Conversion, Consolidation or Succession to Business of Trustee		73
		Section
      6.13		Preferential
      Collection of Claims Against Company		73
		Section
      6.14		Appointment of
      Authenticating Agent		73
				 		
	ARTICLE SEVEN SECURITYHOLDERS LIST AND
      REPORTS BY TRUSTEE AND COMPANY		75



ii 







	     	Section
      7.01	 	Company to
      Furnish Trustee Names and Addresses of Securityholders	     	75
		Section
      7.02		Preservation of
      Information; Communications to Securityholders		75
		Section
      7.03		Reports by
      Trustee		77
		Section
      7.04		Reports by
      Company		77
		 
	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE
      OR TRANSFER		78
		 				
		Section
      8.01		Company May
      Consolidate, etc., Only on Certain Terms		78
		Section
      8.02		Successor
      Corporation Substituted		79
		Section
      8.03		Securities to be
      Secured in Certain Events		79
		  
	ARTICLE NINE SUPPLEMENTAL INDENTURES		79
		 				
		Section
      9.01		Supplemental
      Indentures Without Consent of Securityholders		79
		Section
      9.02		Supplemental
      Indentures with Consent of Securityholders		81
		Section
      9.03		Execution of
      Supplemental Indentures		82
		Section
      9.04		Effect of
      Supplemental Indentures		82
		Section
      9.05		Conformity with
      Trust Indenture Act		82
		Section
      9.06		Reference in
      Securities to Supplemental Indentures		83
		 				


	ARTICLE TEN COVENANTS	     	83
	     	 
		Section
      10.01	 	Payment of
      Principal, Premium and Interest		83
		Section
      10.02		Maintenance of
      Offices or Agencies		84
		Section
      10.03		Money for
      Securities Payments to be Held in Trust		85
		Section
      10.04		Statement as to
      Compliance		86
		Section
      10.05		Limitations on
      Liens		87
		Section
      10.06		Limitations on
      Sale and Lease-Back		89
		Section
      10.07		Limitations on
      Change in Subsidiary Status		91
		Section
      10.08		Waiver of
      Covenants		91
		Section
      10.09		Defeasance of
      Certain Obligations		91
		Section
      10.10		Additional
      Amounts		93
		 				
	ARTICLE ELEVEN REDEMPTION OF
    SECURITIES		94
		 				
		Section
      11.01		Right of
      Redemption		94
		Section
      11.02		Applicability of
      Article		94
		Section
      11.03		Election to
      Redeem; Notice to Trustee		94
		Section
      11.04		Selection by
      Trustee of Securities to be Redeemed		95
		Section
      11.05		Notice of
      Redemption		95
		Section
      11.06		Deposit of
      Redemption Price		96
		Section
      11.07		Securities
      Payable on Redemption Date		97
		Section
      11.08		Securities
      Redeemed in Part		98
		 				
	ARTICLE TWELVE SINKING FUNDS		98



iii 







	     	Section 12.01	 	Applicability of Article	     	98
		Section 12.02		Satisfaction of Sinking Fund Payments with Securities		98
		Section 12.03		Redemption of Securities for Sinking
      Fund		99
		 				
	ARTICLE THIRTEEN MEETINGS OF HOLDERS OF SECURITIES		99
		 				
		Section 13.01		Purposes for Which Meetings May Be
      Called		99
		Section 13.02		Call, Notice and Place of Meetings		100
		Section 13.03		Persons Entitled to Vote at
    Meetings		100
		Section 13.04		Quorum; Action		100
		Section 13.05		Determination of Voting Rights; Conduct and Adjournment of
      Meetings		102
		Section 13.06		Counting Votes and Recording Action of Meetings		103
		 				
	ARTICLE FOURTEEN REPAYMENT AT THE OPTION OF
      HOLDERS		103
		 				
		Section 14.01		Applicability of Article		103
		Section 14.02		Repayment of Securities		103
		Section 14.03		Exercise of Option; Notice		103
		Section 14.04		Election of Repayment by Remarketing
      Entities		105
		Section 14.05		Securities Payable on the Repayment Date		105
		 				
	ARTICLE FIFTEEN IMMUNITY OF INCORPORATORS,
      SHAREOWNERS, OFFICERS AND DIRECTORS		105
		 				
		Section 15.01		Exemption from Individual Liability		105



iv 







TABLE SHOWING REFLECTION IN
THE INDENTURE OF CERTAIN
PROVISIONS OF TRUST INDENTURE ACT OF
1939*

	TIA				Indenture Section	 
	§ 310	   	(a)(1)	     	6.09
			(a)(2)		6.09
			(a)(3)		Not
      Applicable
			(a)(4)		Not
      Applicable
			(a)(5)		Not
      Applicable
			(b)		6.08
			(c)		Not
      Applicable
	§ 311		(a)		6.13
			(b)		6.13
			(c)		Not
      Applicable
	§ 312		(a)		7.01,
      7.02(a)
			(b)		7.02(b)
			(c)		7.02(c)
	§ 313		(a)		7.03
			(b)		7.03
			(c)		7.03
			(d)		7.03
	§ 314		(a)		7.04
			(b)		Not
      Applicable
			(c)(1)		1.02
			(c)(2)		1.02
			(c)(3)		Not
      Applicable
			(d)		Not
      Applicable
			(e)		1.02
	§ 315		(a)		6.01(a),
      6.01(c)
			(b)		6.02,
    7.03
			(c)		6.01(b)
			(d)		6.01
			(d)(1)		6.01(a)
			(d)(2)		6.01(c)(2)
			(d)(3)		6.01(c)(3)
			(e)		5.14
	§ 316		(a)		1.01
      ("Outstanding")
			(a)(1)(A)		5.12
			(a)(1)(B)		5.13
			(a)(2)		Not
      Applicable
			(b)		5.08
			(c)		1.04(f)
	§ 317		(a)(1)		5.03
			(a)(2)		5.04
			(b)		10.03
	§ 318		(a)		1.07


____________________

*       This
Table is not part of the Indenture. 

v 







INDENTURE dated as of [•], 20[•], between MERITOR, INC., an Indiana
corporation (hereinafter called the "Company") having its principal office at
2135 West Maple Road, Troy, Michigan 48084-7186, and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., a national banking association, as trustee (hereinafter
called the "Trustee"), having its principal corporate trust office at 2 North
LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention:  Global
Trust Services. 

RECITALS OF THE
COMPANY 

The Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance hereunder from time to time of its unsecured debentures, notes or other
evidences of indebtedness (herein called the "Securities"), to be issued in one
or more series as in this Indenture provided. 

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

NOW, THEREFORE, THIS INDENTURE
WITNESSETH: 

For and in consideration of
the premises and the purchase of the Securities by the Holders (as defined
below) thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows: 

ARTICLE ONE 

DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION


Section
1.01 Definitions


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

(1) the term "this
Indenture" means this instrument as originally executed or as it may from time
to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the
terms of particular series of Securities established as contemplated by
Section 3.01; 

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








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

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


(5) all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles, and, except as
otherwise herein expressly provided, the term "generally accepted accounting
principles" with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted at the date of
such computation; 

(6) certain terms, used principally in Article Three, are defined
in that Article; and 

(7) the
following terms shall have the following meanings: 

"Act" when used with respect to any Securityholder has the meaning specified
in Section 1.04.

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


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

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

"Bearer Security" means any Security that is not a Registered
Security. 

"Board of Directors" means the Board of Directors of the Company or
any committee of that Board duly authorized to act for it hereunder. 

2 







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

"Business Day" when used with respect to any Place of Payment,
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment are authorized or obligated
by law, regulation or executive order to close, or with respect to Securities
denominated in a Foreign Currency, the capital city of the country of such
Foreign Currency or if denominated in ECU, Brussels, Belgium. 

"capital stock" means stock of any class of a corporation.


"CEDEL" means Centrale de Livraison de Valeurs Mobilières, S.A., or its
successor. 

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

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

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

"Consolidated Funded Debt" means the Funded Debt of the Company and its
Restricted Subsidiaries, as consolidated and determined in accordance with
generally accepted accounting principles. 

"Consolidated Net Tangible Assets" means, at any date of computation, the total
amount of consolidated assets of the Company and its consolidated subsidiaries,
less the sum of (a) all current liabilities, except for (i) any short-term debt,
(ii) any current portion of long-term debt and (iii) any current portion of
obligations under capital leases, and (b)
all goodwill, trade names, trademarks, patents, unamortized debt discount and
expense (less unamortized debt premium) and other like intangibles as shown on a
balance sheet of the Company and its consolidated subsidiaries prepared not more
than 90 days prior to the date of computation, in all cases computed in
accordance with generally accepted accounting principles. 

3 







"Conversion Date" has the meaning specified in Section 3.10(d). 

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

“Corporate Trust Office of the
Trustee” means the corporate trust office located at 2 North LaSalle
Street, Suite 1020, Chicago, Illinois 60602, Attention: Global Trust Services or
such other address as to which the Trustee may give notice to the Company.


"corporation" includes corporations, associations, companies and business trusts.


"coupon" means any interest coupon appertaining to a Security. 

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

"Defaulted Interest" has the meaning specified in Section 3.07(a). 

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

4 







"Designated Currency" has the meaning specified in Section 5.16. 

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

"ECU" means the European Currency Unit as defined and revised from time to
time by the Council of the European Communities. 

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

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


"European Monetary System" means the European Monetary System established
by the Resolution of December 5, 1978 of the Council of the European
Communities. 

"Event of Default" has the meaning specified in Article Five. 

"Exchange Date" has the meaning specified in Section 3.04(b). 

"Exchange Rate Agent" means, with respect to Securities of or within
any series, unless otherwise specified with respect to any Securities pursuant
to Section 3.01, a New York Clearing House bank, designated
pursuant to Section
3.01 or Section 3.11. 

"Exchange Rate Officer's
Certificate" means a tested
telex, telecopier notice or certificate setting forth (i) the applicable Market
Exchange Rate and (ii) the Dollar or Foreign Currency amounts of principal (and
premium, if any) and interest, if any (on an aggregate basis and on the basis of
a Security having the lowest denomination principal amount determined in
accordance with Section
3.02 in the relevant Currency),
payable with respect to a Security of any series on the basis of such Market
Exchange Rate, sent (in the case of a telex or telecopier notice) or signed (in
the case of a certificate) by the Treasurer, any Vice President or any Assistant
Treasurer of the Company. 

"Foreign Currency" means any Currency other than Currency of the
United States. 

5 







"Funded Debt" of any corporation means, at any date of computation, all indebtedness
for money borrowed by such corporation which by its terms matures more than 12
months after such date or which is extendible or renewable at the option of the
obligor on such indebtedness to a time more than 12 months after such date;
provided, however, that (i) Funded Debt shall include all obligations in
respect of lease rentals which, under generally accepted accounting principles,
appear on a balance sheet of the obligor as a liability item other than a
current liability, (ii) in the case of the Company, Funded Debt shall not
include Subordinated Debt and (iii) outstanding preferred stock of a Restricted
Subsidiary that is not owned by the Company or a Wholly-owned Restricted
Subsidiary shall be deemed to constitute a principal amount of Funded Debt equal
to the par value or involuntary liquidation value, whichever amount is higher,
of such preferred stock. 

"Global Security" means, with respect to any series of Securities
issued hereunder, a Security, which may be a Registered Security or a Bearer
Security, executed by the Company and authenticated and delivered by the Trustee
pursuant to Section 3.03, which shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series or a portion thereof having the same terms, including,
without limitation, the same date or dates on which principal is due, the same
interest rate or method of determining interest and, in the case of Original
Issue Discount Securities, the same issue price (except that such Outstanding
Securities of such series or portion thereof need not have the same issue date)
and which shall be a temporary Global Security or a Permanent Global Security.


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

"indebtedness" of any corporation shall include all
indebtedness, as determined in accordance with generally accepted accounting
principles, created, incurred or assumed by such corporation or guaranteed by
such corporation or indebtedness for which it is otherwise liable (such as by
agreement to purchase indebtedness of, or to supply funds to or invest in,
others), all amounts owing by such corporation under purchase money mortgages or
other purchase money liens or conditional sale or other title retention
agreements, and all indebtedness secured by any mortgage, security interest,
pledge, lien or encumbrance upon property owned by such corporation, even though
such corporation has not assumed or become liable for the payment of such
indebtedness; provided, that, in
computing the "indebtedness" of any corporation, there shall be excluded any
particular indebtedness if, upon or prior to the maturity thereof, there shall
have been deposited with the proper depository in trust money (or evidences of
indebtedness if permitted by the instrument creating such indebtedness) in the
necessary amount to pay, redeem or satisfy such indebtedness, and thereafter
such money and evidences of indebtedness so deposited shall not be included in
any computation of the assets of such corporation. 

6 







"Indexed Security" means a Security as to which all or certain
interest payments and/or the principal amount payable at Maturity are determined
by reference to prices, changes in prices, or differences between prices, or
Securities or Currencies as specified pursuant to Section 3.01. 

"interest" when used with respect to a non-interest bearing Security means
interest payable after Maturity. 

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

"mandatory sinking fund payment" has the meaning specified in Section 12.01. 

"Market Exchange Rate" means, unless otherwise specified with respect
to any Securities pursuant to Section 3.01, (i) for any
conversion involving a Currency unit on the one hand and Dollars or any Foreign
Currency on the other, the exchange rate between the relevant Currency unit and
Dollars or such Foreign Currency calculated by the method specified pursuant to
Section 3.01 for the Securities of the relevant series, (ii)
for any conversion of Dollars into any Foreign Currency, the noon buying rate
for such Foreign Currency for cable transfers quoted in New York City as
certified for customs purposes by the Federal Reserve Bank of New York and (iii)
for any conversion of one Foreign Currency into Dollars or another Foreign
Currency, the spot rate at noon local time in the relevant market at which, in
accordance with normal banking procedures, the Dollars or Foreign Currency into
which conversion is being made could be purchased with the Foreign Currency from
which conversion is being made from major banks located in either New York City
or London or any other principal market for Dollars or such purchased Foreign
Currency, in each case determined by the Exchange Rate Agent. Unless otherwise
specified with respect to any Securities pursuant to Section 3.01, in the event of the unavailability of any of the
exchange rates provided for in the foregoing Clauses (i), (ii) and (iii), the Exchange Rate
Agent shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in New York City or
London or any other principal market for such Currency or Currency unit in
question, or such other quotations as the Exchange Rate Agent shall deem
appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in any Currency or Currency unit by reason of
foreign exchange regulations or otherwise, the market to be used in respect of
such Currency or Currency unit shall be that upon which a nonresident issuer of
securities designated in such Currency or Currency unit would purchase such
Currency or Currency unit in order to make payments in respect of such
securities. 

7 







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

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

"Opinion of Counsel" means a written opinion of legal counsel, who
may (except as otherwise expressly provided in this Indenture) be counsel for
the Company and who shall be reasonably acceptable to the Trustee. 

"optional sinking fund payment" has the meaning specified in Section 12.01. 

"Original Issue Discount Security" means any Security that provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.02. 

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

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

(ii) Securities of such series 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 in accordance with Section 4.01; provided, that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made;

(iii) Securities as to which defeasance has been
effected pursuant to Section
4.03; and 

(iv) Securities which have been paid pursuant to
Section 3.06 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture;


8 







provided, however, that in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or are
present at a meeting of Holders for quorum purposes, and for the purpose of
making the calculations required by TIA Section 313, (a) the principal amount of
an Original Issue Discount Security that shall be deemed to be Outstanding for
such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section
5.02, (b) the principal amount of
a Security denominated in a Foreign Currency or Currencies that shall be deemed
to be Outstanding for such purposes shall be the Dollar equivalent of the
principal amount (or, in the case of a Security that is an Original Issue
Discount Security or Indexed Security, the principal amount deemed to be
Outstanding pursuant to Clause
(a) above or Clause (c) below of this proviso) of such Security (or, as the case may be, any
Predecessor Security) determined upon original issuance thereof as provided
pursuant to Section
3.01(3) with respect to the
Securities of such series, (c) the principal amount of any Indexed Security that
may be counted in making such determination or calculation and that shall be
deemed Outstanding for such purpose shall be equal to the principal face amount
of such Indexed Security at original issuance unless otherwise provided with
respect to such Security pursuant to Section 3.01 and (d)
Securities of such series owned by the Company or any other obligor upon such
Securities or any Affiliate of the Company or 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 request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon such Securities or any Affiliate of the Company or such other
obligor. 

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

"Permanent Global Security" means a permanent Global Security representing
Securities of a series or a portion thereof. 

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


"Place of Payment" means a city or any political subdivision
thereof designated as such as provided in Section 3.01. 

9 







"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security, and for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in lieu of a
lost, destroyed or stolen Security shall be deemed to evidence the same debt as
the lost, destroyed or stolen Security.

"preferred stock" as applied to the stock of any corporation means
any class of stock of such corporation which has a preference in respect of
dividends or other distributions of assets, or in respect of amounts payable in
the event of any voluntary or involuntary liquidation, dissolution and winding
up of such corporation, over any class of stock of such corporation. 

"Principal Property" means any real property (including buildings and
other improvements) of the Company or any Restricted Subsidiary whether
currently owned or hereafter acquired (other than any property hereafter
acquired for the control or abatement of atmospheric pollutants or contaminants
or water, noise, odor or other pollution, or for purposes of developing a
cogeneration facility or a small power production facility as such terms are
defined in the Public Utility Regulatory Policies Act of 1978, as amended) which
(i) has, at any date of determination, a book value in excess of 2.5% of
Consolidated Net Tangible Assets and (ii) in the opinion of the Board of
Directors is of material importance to the total business conducted by the
Company and its Restricted Subsidiaries as a whole. 

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


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

"Registered Security" means any Security registered on the Security
Register. 

"Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as provided in Section
3.01. 

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

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

10 







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

”Responsible Officer,” when used with respect to the Trustee, means
any officer within the Corporate Trust Office of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers who shall have 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 his knowledge of
and familiarity with the particular subject. 

"Restricted Subsidiary" means any Subsidiary of the Company other than
an Unrestricted Subsidiary. 

"Sale and Lease-Back Transaction" has the meaning specified in Section 10.06. 

"Secured Debt" means indebtedness for money borrowed by the
Company or a Restricted Subsidiary (other than indebtedness owed by a Restricted
Subsidiary to the Company, by a Restricted Subsidiary to another Restricted
Subsidiary or by the Company to a Restricted Subsidiary), which is secured by
(a) a mortgage or other lien on any Principal Property of the Company or a
Restricted Subsidiary, or (b) a pledge, lien or other security interest on any
shares of stock or indebtedness of a Restricted Subsidiary. The amount of
Secured Debt at any time outstanding shall be the amount then owing thereon by
the Company or a Restricted Subsidiary. 

"Securities" has the meaning stated in the second paragraph of this Indenture and
more particularly means any Securities authenticated and delivered under this
Indenture. 

"Security Register" and "Security Registrar" have
the respective meanings specified in Section 3.05. 

"Special Record Date" for the payment of any Defaulted Interest means
the date fixed by the Trustee pursuant to Section 3.07. 

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

11 







"Subordinated Debt" means any unsecured indebtedness of the Company
which: (1) has a final maturity subsequent to the latest final Maturity of the
Outstanding Securities of any series; (2) does not provide for mandatory payment
or retirement prior to said date, whether by means of serial maturities or
sinking fund or other analogous provisions or plan, fixed or contingent,
requiring, or which on the happening of a contingency may require, the payment
or retirement of such indebtedness in amounts which as of any particular time
would aggregate more than such portion of the original principal amount thereof
as is obtained by multiplying such original principal amount by a fraction the
numerator of which shall be the number of months elapsed from the date of
creation of such indebtedness to such time and the denominator of which shall be
the number of months from the date of creation thereof to the final maturity
thereof; and (3) is expressly made subordinate and junior in right of payment to
the Securities and such other indebtedness of the Company (except other
Subordinated Debt) as may be specified in the instruments evidencing the
Subordinated Debt or the indenture or other similar instrument under which it is
issued (which indenture or other instrument shall be binding on all holders of
such Subordinated Debt). 

"Subsidiary" means any corporation of which the Company, or the Company and one or
more Subsidiaries, or any one or more Subsidiaries, directly or indirectly own
outstanding shares of capital stock having voting power sufficient to elect,
under ordinary circumstances (not dependent upon the happening of a
contingency), a majority of the directors. 

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

"Trust Indenture Act" or "TIA" means the Trust
Indenture Act of 1939, as amended, as in force at the date as of which this
Indenture was executed, except as otherwise provided in Section 9.05. 

"United States" means the United States of America (including
the District of Columbia) and its possessions and territories and other areas
subject to its jurisdiction (including the Commonwealth of Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands). 

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

12 







"Unrestricted Subsidiary" means (a) any Subsidiary which, in accordance
with the provisions of this Indenture, has been designated by the Company as an
Unrestricted Subsidiary, unless and until such Subsidiary shall, in accordance
with the provisions of this Indenture, be designated by the Company as a
Restricted Subsidiary; and (b) any corporation of which any one or more
Unrestricted Subsidiaries directly or indirectly own outstanding shares of
capital stock having voting power sufficient to elect, under ordinary
circumstances (not dependent upon the happening of a contingency), a majority of
the directors. 

"Valuation Date" has the meaning specified in Section 3.10(c). 

"Wholly-owned Restricted Subsidiary" means a Restricted Subsidiary all of the
outstanding capital stock of which, other than directors' qualifying shares, and
all of the Funded Debt of which, shall at the time be owned by the Company or by
one or more Wholly-owned Restricted Subsidiaries, or by the Company in
conjunction with one or more Wholly-owned Restricted Subsidiaries. 

"Yield to Maturity" when used with respect to an Original Issue
Discount Security means the yield to Maturity on such Security calculated at the
time of issuance thereof, or, if applicable, at the most recent redetermination
of interest on such Security, and calculated in accordance with either the
constant interest method or such other accepted financial practice as is
specified in the terms of such Security established pursuant to Section 3.01. 

Section 1.02 Compliance Certificates and Opinions. 

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

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

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

13 







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

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

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

Section 1.03 Form of Documents Delivered to Trustee. 

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

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

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. 


14 








Section 1.04 Acts of Securityholders.


(a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given or taken by Securityholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Securityholders in person or by agent duly
appointed in writing. If Securities of a series are issuable in whole or in part
as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Securityholders may, alternatively, be embodied in and evidenced by the
record of Securityholders voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Securityholders duly called
and held in accordance with the provisions of Article Thirteen, or a combination of such instrument or
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee, and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Securityholders signing such instrument or
instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive
in favor of the Trustee and the Company, if made in the manner provided in this
Section. The record of any meeting of Securityholders shall be proved in the
manner provided in Section
13.06. 

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

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


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

15 







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

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

16 







Section 1.05 Notices, etc., to Trustee and Company. 

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

(1) the Trustee by any Securityholder or by the
Company shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its principal corporate
trust office, or 

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

The Trustee agrees to accept
and act upon notice, instructions or directions pursuant to the Indenture sent
by unsecured e-mail, facsimile transmission or other similar unsecured
electronic methods. The Trustee shall not be liable for any losses, costs or
expenses arising directly or indirectly from the Trustee’s reliance upon and
compliance with such instructions notwithstanding such instructions conflict or
are inconsistent with a subsequent written instruction. The party providing
electronic instructions agrees to assume all risks arising out of the use of
such electronic methods to submit instructions and directions to the Trustee,
including without limitation the risk of the Trustee acting on unauthorized
instructions, and the risk of interception and misuse by third parties.


Section 1.06 Notices to Securityholders; Waiver. 

Where this Indenture provides
for notice to Securityholders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) (a) to Holders of Registered
Securities, if in writing and mailed, first-class, postage prepaid, to each
Holder of Registered Securities affected by such event, at such Holder's address
as it appears on the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice and (b)
except as otherwise specified with respect to any Securities pursuant to
Section 3.01, to Holders of Bearer Securities, if published in
an Authorized Newspaper in the City of New York and, if the Securities of such
series are then listed on the London Stock Exchange Limited and such stock
exchange shall so require, in London, and, if the Securities of such series are
then listed on the Luxembourg Stock Exchange and such stock exchange shall so
require, in Luxembourg, and, if the Securities of such series are then listed on
any other stock exchange outside the United States and such stock exchange shall
so require, in any other required city outside the United States or, if not
practicable, in Europe, on a Business Day at least twice, the first such publication to be
not later than the latest date and not earlier than the earliest date prescribed
for the giving of such notice. Any such notice shall be deemed to have been
given on the date of such publication or, if published more than once, on the
date of the first publication. 

17 







In any case where notice to Holders of Registered
Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder of a Registered
Security shall affect the sufficiency of such notice with respect to other
Holders of Registered Securities or the sufficiency of any notice by publication
to Holders of Bearer Securities given as provided herein. Any notice mailed to a
Holder in the manner prescribed herein shall be conclusively deemed to have been
given to such Holder whether or not received by such Holder. In case, by reason
of the suspension of regular mail service, or by reason of any other cause, it
shall be impossible or impracticable to give notice to Holders of Registered
Securities by mail, then such notification as shall be made with the approval of
the Trustee shall constitute sufficient notification to Holders for every
purpose hereunder. 

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

In case, by reason of the suspension of
publication of any Authorized Newspaper, or by reason of any other cause, it
shall be impossible or impracticable to make publication of any notice to
Holders of Bearer Securities in an Authorized Newspaper or Authorized Newspapers
as required by this Indenture, then such method of publication or notification
to Holders of Bearer Securities as shall be made with the approval of the
Trustee shall constitute a sufficient publication of such notice. Neither the
failure to give notice by publication, nor any defect in any notice so given, to
any particular Holder of a Bearer Security as provided herein shall affect the
sufficiency of such notice with respect to other Holders of Bearer Securities or
the sufficiency of any notice given to Holders of Registered Securities as
provided herein. 

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 Securityholders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver. 

18 







Section 1.07 Conflict with Trust Indenture Act. 

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

Section 1.08 Effect of Headings and Table of Contents. 

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

Section 1.09 Successors and Assigns.


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

Section 1.10 Separability Clause.


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

Section 1.11 Benefits of Indenture.


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

Section 1.12 Governing Law. 

This Indenture and the
Securities and any coupons appertaining thereto shall be governed by and
construed in accordance with the internal laws of the State of New York, without
regard to its conflicts of law principles. 

Section 1.13 Payments Due on Non-Business Days. 

If any Stated Maturity,
Redemption Date, Repayment Date, Interest Payment Date or other day on which
payment of any principal, premium or interest is required to be made in respect
of a Security of any series shall not be a Business Day with respect to the
Securities of such series, then (notwithstanding any other provision of this
Indenture or of such Security or any coupon appertaining thereto) payment of the
principal (and premium, if any) and interest, if any, otherwise due in respect
of such Security need not be made at such
Stated Maturity or on such Redemption Date, Repayment Date, Interest Payment
Date or other day, as the case may be, but may be made on the next succeeding
Business Day with the same force and effect as if made at such Stated Maturity
or on such Redemption Date, Repayment Date, Interest Payment Date or other day,
as the case may be, and no interest shall accrue for the period from and after
such Stated Maturity, Redemption Date, Repayment Date, Interest Payment Date or
other day, as the case may be. 

19 







Section 1.14 Waiver of Jury Trial.

EACH OF THE COMPANY AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 

ARTICLE TWO 

FORMS OF
SECURITIES

Section 2.01 Forms Generally.

The Registered Securities, if
any, of each series and the Bearer Securities, if any, of each series and the
coupons, if any, appertaining thereto shall be in substantially the form or
forms (including temporary or permanent global form) as shall be established by
or pursuant to a Board Resolution (and set forth in a Board Resolution or, to
the extent established pursuant to rather than set forth in such Board
Resolution, in an Officers' Certificate as to such establishment) or in one or
more supplemental indentures hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon, as may be
required to comply with any law or with any rules or regulations pursuant
thereto, or with the rules of any securities exchange, or as may, consistently
herewith, be determined by the officers executing such Securities or coupons, as
evidenced by their execution of such Securities or coupons. 

The Securities of each series
shall be issuable as Registered Securities without coupons or as Bearer
Securities with or without coupons. Unless otherwise specified with respect to
the Securities of a series as contemplated by Section 3.01, Bearer Securities (other than Global Securities)
will have coupons attached and Bearer Securities that are Global Securities will not have coupons attached. Registered
Securities and Bearer Securities of a series may, to the extent specified with
respect to the Securities of such series, as contemplated by Section 3.01, be issued as Global Securities.


20







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


Section 2.02 Form of Trustee's Certificate of Authentication.

The Trustee's Certificate of
Authentication on all Securities shall be substantially in the following form:


"CERTIFICATE OF
AUTHENTICATION

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



			,
	as Trustee
	 
	By 	 
		Authorized
  Officer"




Section 2.03 Global Securities.

If the Securities of or within
a series are issuable as a Global Security, such Global Security may provide
that it shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent Outstanding
Securities of such series from time to time endorsed thereon and may also
provide that the aggregate amount of Outstanding Securities represented thereby
may from time to time be increased or decreased to reflect exchanges. Any
endorsement of a Global Security to reflect the amount, or any increase or
decrease in the amount, of Outstanding Securities represented thereby shall be
made by the Trustee and in such manner as shall be specified in such Global
Security. Any instructions by the Company with respect to a Global Security,
after its initial issuance, other than a change in the terms of the Global
Security, shall be in writing but need not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel. 

21







Unless otherwise provided with
respect to the Securities of any series in accordance with Section 3.01, payment of principal of (and premium, if any,
on) a Permanent Global Security of such series in bearer form shall be made by
the Depositary to each of Euroclear and CEDEL with respect to the portion
of such Permanent Global Security held for each of their respective accounts by
the Depositary. Each of Euroclear and CEDEL will in such circumstances credit
the payment of principal (or premium, if any) received by it in respect of such
Permanent Global Security to the accounts of the beneficial owners thereof.
Payment of interest, if any, on such Permanent Global Security shall be made as
provided in Section
3.07. 

The provisions of the last
sentence of the last paragraph of Section 3.03 shall apply
to any Security represented by a Security in global form if such Security was
never issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section
1.02 and need not be accompanied
by an Opinion of Counsel) with regard to the reduction in the principal amount
of Securities represented thereby, together with the written statement
contemplated by the last sentence of the last paragraph of Section 3.03. 

Notwithstanding the provisions
of Section 3.08 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company or the Trustee
shall treat as the Holder of such principal amount of Outstanding Securities
represented by a Permanent Global Security (i) in the case of a Permanent Global
Security in registered form, the Holder of such Permanent Global Security in
registered form, or (ii) in the case of a Permanent Global Security in bearer
form, Euroclear or CEDEL. 

ARTICLE THREE

THE SECURITIES

Section 3.01 Amount Unlimited; Issuable in Series.

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

The Securities may be issued
at any time and from time to time in one or more series. There shall be
established, at the Company's option, (i) in or pursuant to one or more Board
Resolutions and set forth in an Officers' Certificate or (ii) in one or more
supplemental indentures hereto, in each case, prior to the issuance of
Securities of any series, any or all of the following, as applicable:


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

22







(2) any
limit upon the aggregate principal amount of the Securities of the series
which may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to
Sections 3.04, 3.05, 3.06, 9.06, 11.08 or 14.03 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and
delivered hereunder); 

(3) if the
Securities of the series are not denominated in Dollars, the Foreign Currency or
Foreign Currencies in which such Securities are denominated, the manner in which
the Dollar equivalent of the principal amount of each such Security is to be
determined upon original issuance and, if any payment of principal of (or
premium, if any) or interest, if any, on or any other amount in respect of the
Securities of the series is not payable in Dollars, the Foreign Currency or
Foreign Currencies in which such payment shall be payable and the particular
provisions applicable thereto; 

(4) the
date or dates, or the method by which such date or dates will be determined or
extended, on which the principal of (and premium, if any, on) the Securities of
the series is payable;

(5) 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 such interest shall be
payable and the Regular Record Date, if any, for the interest payable on any
Registered Security on any Interest Payment Date, or the method by which such
date or dates shall be determined and the manner of computing interest, if any,
if other than as specified in the last paragraph of Section 3.07; 

(6) the
place or places where, subject to Section 10.02, the
principal of (and premium, if any) and interest, if any, on Securities of the
series shall be payable, any Registered Securities of the series may be
surrendered for registration of transfer, Securities of the series may be
surrendered for exchange and notices and demands to or upon the Company in
respect of the Securities of the series and this Indenture may be served and
where notices to Holders pursuant to Section 1.06 will be
published; 

(7) the
period or periods within which, the price or prices at which, the Foreign
Currency or Foreign Currencies, if any, in 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, pursuant to any sinking fund or otherwise; 

23







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

(9) if
other than denominations of $1,000 and any integral multiple thereof, the
denominations in which Registered Securities of the series shall be issuable;
and the denominations in which Bearer Securities of such series shall be
issuable if other than $10,000 and any integral multiple thereof; 

(10) if
other than the principal amount thereof, the portion of the principal amount of
Securities of the series that shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 5.02 or the method
by which such portion shall be determined; 

(11) whether Securities of the series are to be issuable as Registered
Securities, Bearer Securities or both, whether Bearer Securities of the series
are to be issuable with or without coupons or both, whether and the terms upon
which Bearer Securities of the series may be exchanged for Registered Securities
of the series, if other than as provided herein, and, in the case of Bearer
Securities (or any temporary Global Security representing the same), the date as
of which such Bearer Securities shall be dated if other than the date of
original issuance of the first Security of such series of like tenor and term to
be issued; 

(12) whether the Securities of the series shall be issued in whole or in part
in the form of a Global Security or Securities and, in such case, the Depositary
for such Global Security or Securities, whether such global form shall be
permanent or temporary and, if so, whether beneficial owners of interests in any
such Permanent Global Security may exchange such interests for Securities of
such series in certificated form and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if
other than in the manner provided in this Article Three, and, if
applicable, the Exchange Date; 

(13) whether and under what circumstances, and the terms and conditions on
which, the Company will pay additional amounts on the Securities of the series
in respect of any tax, assessment or governmental charge withheld or deducted
and whether the Company will have the option to redeem such Securities rather
than pay such additional amounts or to redeem such Securities in the event of
the imposition of any certification, documentation, information or other
reporting requirement and, if so, under what circumstances and the terms and
conditions on which the Company may exercise
such option; 

24







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

(15) the
Person to whom interest, if any, on any Registered Security of the series shall
be payable, if other than the Person in whose name such Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest payment, the manner in which, or the Person to
whom, interest, if any, on any Bearer Security of the series shall be payable,
if other than upon presentation and surrender of the coupons appertaining
thereto as they severally mature, and the extent to which, or the manner in
which, any interest payable on a temporary Global Security on an Interest
Payment Date will be paid if other than in the manner provided in
Section 3.04; 

(16) any
additions to or changes in any Events of Default or covenants set forth herein
with respect to the Securities of the series; 

(17) the
application, if any, of Section
4.03 or Section 10.09 to the Securities of the series; 

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

(19) the
Trustee with respect to the series, if other than the Trustee named
in this Indenture and the
identity of each Authenticating Agent, Security Registrar and/or Paying Agent,
if other than the Trustee;

(20) the
terms and conditions, if any, upon which the Securities of the series shall be
exchanged for or converted into other securities or property of the Company or
of another Person; 

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

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

All Securities of any one
series and the coupons, if any, appertaining to any Bearer Securities of such
series shall be substantially identical except as to denomination and except as
may otherwise be provided in or pursuant to such Board Resolution and set forth
in such Officers' Certificate or in any such supplemental indenture hereto.
Securities of any particular series may be issued at various times, with
different dates on which the principal or
any installment of principal is payable, with different rates of interest, if
any, or different methods by which rates of interest may be determined, with
different dates on which such interest may be payable and with different
Redemption or Repayment Dates and may be denominated in different Currencies or
payable in different Currencies. 

25







Prior to the issuance of
Securities of any series the Trustee shall have received and (subject to
Section 6.01) shall be fully protected in relying upon:


(a) the
Board Resolution, Officers' Certificate or supplemental indenture hereto
establishing the form of the Securities of the series pursuant to
Section 2.01 and the terms of the Securities of the series
pursuant to this Section; 

(b) an
Officers' Certificate; and 

(c) an
Opinion of Counsel stating: 

(i) that
the form or forms of the Securities of the series and any coupons appertaining thereto
has been established by or pursuant to a Board Resolution or by a supplemental
indenture hereto as provided by Section 2.01 in conformity
with the provisions of this Indenture; 

(ii) that
the terms of the Securities of the series and any coupons appertaining thereto
have been established by or pursuant to a Board Resolution or by a supplemental
indenture hereto as provided by this Section in conformity with the provisions
of this Indenture; 

(iii) that
the Securities of the series and the coupons, if any, appertaining thereto, 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, subject to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting the enforcement
of creditors' rights and to general equity principles and except further as
enforcement thereof may be limited by (1) requirements that a claim with respect
to any Securities denominated other than in Dollars (or a Foreign Currency or
Currency unit judgment in respect of such claim) be converted into Dollars at a
rate of exchange prevailing on a date determined pursuant to applicable law or
(2) governmental authority to limit, delay or prohibit the making of payments in
Foreign Currencies or Currency units or payments outside the United States; and


26







(iv) that
all laws and requirements in respect of the execution and delivery by the
Company of the Securities of the series and the coupons, if any, appertaining
thereto have been complied with and that authentication and delivery of the
Securities of the series and any coupons appertaining thereto by the Trustee
will not violate the terms of the Indenture. 

The Trustee shall have the right to decline to authenticate and
deliver any Securities of such series and the coupons, if any, appertaining
thereto 

(i) if the
Trustee, being advised by counsel, determines that such action may not lawfully
be taken; 

(ii) if the
Trustee in good faith by its board of directors or trustees, executive committee
or a trust committee of directors or trustees and/or vice presidents shall
determine that such action would expose the Trustee to personal liability to
Holders of any outstanding series of Securities; or 

(iii) if the
issue of the Securities of such series pursuant to this Indenture will affect
the Trustee's own rights, duties and immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee. 

Notwithstanding the provisions
of this Section
3.01 and Section 3.03, if all the Securities of any series are not to
be originally issued at one time, it shall not be necessary to deliver any Board
Resolution, Officers' Certificate or Opinion of Counsel otherwise required
pursuant to this Section or Section 3.03, prior to or
at the time of authentication of each Security of such series if such documents
are delivered prior to or at the time of authentication upon original issuance
of the first Security of such series to be issued and such additional issuance
conforms with the terms of the original documentation. 

Section 3.02 Denominations.

Securities of each series
shall be issuable in such form and denominations as shall be specified in the
form of Security for such series approved or established pursuant to
Section 2.01 or in the Officers' Certificate or supplemental
indenture delivered pursuant to Section 3.01. In the
absence of any specification with respect to the Securities of any series, the
Registered Securities of such series, if any (other than Registered Securities
in global form, which may be in any denomination), shall be issuable in
denominations of $1,000 and any integral multiples thereof and the Bearer
Securities of such series, if any (other than Bearer Securities in global form,
which may be in any denomination), shall be
issuable in denominations of $10,000 and any integral multiple thereof.


27







Section 3.03 Execution, Authentication, Delivery and Dating.

The Securities and coupons, if
any, shall be executed on behalf of the Company by its Chairman of the Board of
Directors or its President or any Vice President in each case under its
corporate seal reproduced thereon, which corporate seal may be attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities or coupons may be manual or facsimile and may be
imprinted or otherwise reproduced on the Securities or coupons. The corporate
seal of the Company may be in the form of
a facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities or the coupons. Notwithstanding the foregoing, any
temporary Global Security may be executed on behalf of the Company as provided
herein without any necessity of being under its corporate seal as aforesaid.


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


At any time and from time to
time after the execution and delivery of this Indenture, the Company may deliver
Securities, together with any coupons appertaining thereto, executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee, in accordance
with the Company Order, shall authenticate and deliver such Securities;
provided, however, that, in connection with its original issuance, no Bearer
Security shall be mailed or otherwise delivered to any location in the United
States; and provided, further, that, unless otherwise specified with respect to any series of
Securities pursuant to Section
3.01, a Bearer Security may be
delivered in connection with its original issuance only if the Person entitled
to receive such Bearer Security shall have furnished a certificate substantially
in the form set forth in Exhibit A-1 to this Indenture or such other certificate
as may be specified with respect to any series of Securities pursuant to
Section 3.01, dated no earlier
than 15 days prior to the earlier of the date on which such Bearer Security is
delivered and the date on which any temporary Global Security or any Permanent
Global Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Global Security or Permanent Global
Security and this Indenture. If all the Securities of any one series are not to
be issued at one time and if a Board Resolution or indenture supplemental hereto
relating to the Securities of such series shall so permit, such Company Order
may set forth procedures acceptable to the Trustee for the issuance of such
Securities, including, without limitation,
procedures with respect to date of issue, Stated Maturity, rate of interest, if
any, and date from which interest, if any, shall accrue as determined by the
Company as contemplated by Section
3.01. In authenticating and
delivering such Securities, and accepting the additional responsibilities under
this Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section
6.01) shall be fully protected in
relying upon, an Opinion of Counsel as provided in Section 3.01. 

28







If the Company shall establish
pursuant to Section
3.01 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 the Trustee shall, in accordance
with this Section and Section
3.04, if and to the extent
applicable, and the Company Order with respect to such series, authenticate and
deliver one or more Global Securities in permanent or temporary form that (i)
shall represent and shall be denominated in an aggregate principal amount of the
Outstanding Securities of such series to be represented by one or more Global
Securities, (ii) shall be registered in the name of the Depositary for such
Global Security or Securities or the nominee of such Depositary and (iii) shall
be delivered by the Trustee to such Depositary or pursuant to such Depositary's
instructions. 

Unless otherwise specified
with respect to the Securities of a series as contemplated by Section 3.01, each Person designated pursuant to
Section 3.01 as a Depositary for a Global Security in
registered form, at the time of its designation and at all times while it serves
as Depositary, shall be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and any other applicable statute or
regulation. 

Each Registered Security
(including a Global Security) shall be dated the date of its authentication.
Each Bearer Security of a series (including a Global Security) shall be dated as
of the date of original issuance of the first Security of such series to be
issued except as otherwise established in or pursuant to the Board Resolution or
indenture supplemental hereto referred to in Section 3.01 relating to the Securities of such series.


No Security or coupon, if any,
appertaining thereto shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Except as permitted by
Section 3.06, the Trustee shall not authenticate and deliver
any Bearer Security unless all appurtenant coupons, if any, for interest then
matured have been detached and canceled. Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 3.09 together with
a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture. 

29







Section 3.04 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 which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, either as Registered Securities without coupons, or, if authorized,
as Bearer Securities with one or more coupons or without coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities. In the case of any series of Securities,
such temporary Securities may be issued as a temporary Global Security
representing such of the Outstanding Securities of such series as shall be
specified therein. 

If temporary Securities of any
series are issued, the Company will cause definitive Securities of such series
to be prepared without unreasonable delay but, in the case of Securities
initially represented by a temporary Global Security, in any event not later
than the applicable Exchange Date. Except in the case of temporary Global
Securities (which shall, except as otherwise specified with respect to the
Securities of such series pursuant to Section 3.01, be exchanged
in accordance with the provisions of Subsection (b) of this
Section), after the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company maintained pursuant to
Section 10.02 at a Place of Payment with respect to Securities
of such series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series (accompanied by any unmatured
coupons appertaining thereto) the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of such series of authorized denominations and of a like
Stated Maturity, with like terms and provisions, and in the case of Bearer
Securities, having attached thereto any appropriate coupons; provided, however, that, unless otherwise specified with respect to
the Securities of such series pursuant to Section 3.01, no
definitive Bearer Security shall be delivered in exchange for a temporary
Registered Security; and provided, further, that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in
Section 3.03, this Section 3.04 and
Section 3.05. 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 and with like terms and conditions authenticated and delivered
hereunder, except as otherwise specified with respect to the Securities of such
series pursuant to Section
3.01 or as provided in
Subsection (b) of this Section as to payment of interest, if
any. 

30







(b) Unless
otherwise provided in or pursuant to a Board Resolution, this Section 3.04(b) shall govern the exchange of temporary Securities
issued in global form. If temporary Securities of any series are issued in
global form, any such temporary Global Security shall, unless otherwise provided
therein, be delivered to the London office of a Depositary, for the benefit of
Euroclear and CEDEL, for credit to the respective accounts of the beneficial
owners of such Securities (or to such other accounts as they may direct).


Without unnecessary delay but
in any event not later than the date specified in, or determined pursuant to the
terms of, any such temporary Global Security (the "Exchange Date"), the Company
shall deliver to the Trustee definitive Securities, in aggregate principal
amount equal to the principal amount of such temporary Global Security, executed
by the Company. On or after the Exchange Date, such temporary Global Security
shall be surrendered by the Depositary to the Trustee, as the Company's agent
for such purpose, to be exchanged, in whole or from time to time in part, for
definitive Securities without charge, and the Trustee shall authenticate and
deliver, in exchange for each portion of such temporary Global Security, an
equal aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such temporary
Global Security to be exchanged. The definitive Securities to be delivered in
exchange for any such temporary Global Security shall be in bearer form,
registered form, permanent global bearer form or permanent global registered
form, or any combination thereof, as specified as contemplated by
Section 3.01, and, if any combination thereof is so specified,
as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such
temporary Global Security, upon such presentation by the Depositary, such
temporary Global Security is accompanied by a certificate dated the Exchange
Date or a subsequent date and signed by Euroclear as to the portion of such
temporary Global Security held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by CEDEL as
to the portion of such temporary Global Security held for its account then to be
exchanged, each substantially in the form set forth in Exhibit A-2 to this
Indenture or in such other form as may be established pursuant to
Section 3.01; and provided, further, that definitive Bearer Securities shall be delivered in exchange for a
portion of a temporary Global Security only in compliance with the requirements
of Section 3.03, this Section 3.04 and
Section 3.05. 

31







Unless otherwise specified in
such temporary Global Security, the interest of a beneficial owner of Securities
of a series in a temporary Global Security shall be exchanged for definitive
Securities of the same series and of like tenor following the Exchange Date when
the account holder instructs Euroclear or CEDEL, as the case may be, to request
such exchange on his behalf and delivers to Euroclear or CEDEL, as the case may
be, a certificate substantially in the form set forth in Exhibit A-1 to this
Indenture (or in such other form as may be established pursuant to
Section 3.01), dated no earlier than 15 days prior to the
Exchange Date, copies of which certificate shall be available from the officers
of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such
series of Securities and each Paying Agent. Unless otherwise specified in such
temporary Global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary Global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like unless such Person takes delivery of such definitive
Securities in person at the offices of Euroclear or CEDEL. Definitive Securities
in bearer form to be delivered in exchange for any portion of a temporary Global
Security shall be delivered only outside the United States. 

Until exchanged in full as
hereinabove provided, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and delivered
hereunder, except that, unless otherwise specified as contemplated by
Section 3.01, interest payable on a temporary Global Security
on an Interest Payment Date for Securities of such series occurring prior to the
applicable Exchange Date shall be payable to Euroclear and CEDEL on such
Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a
certificate or certificates in substantially the form set forth in Exhibit A-2
to this Indenture (or in such other forms as may be established pursuant to
Section 3.01), for credit without further interest on or after
such Interest Payment Date to the respective accounts of Persons who are the
beneficial owners of such temporary Global Security on such Interest Payment
Date and who have each delivered to Euroclear or CEDEL, as the case may be, a
certificate dated no earlier than 15 days prior to the Interest Payment Date
occurring prior to such Exchange Date in substantially the form set forth as
Exhibit A-1 to this Indenture (or in such other form as my be established
pursuant to Section
3.01). Notwithstanding anything
to the contrary herein contained, the certifications made pursuant to this
paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section and of Section 3.03(b) and the interests of the
Persons who are the beneficial owners of the temporary Global Security with
respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the date
of certification if such date occurs after the Exchange Date, without further
act or deed by such beneficial owners. Except as otherwise provided in this
paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in
a temporary Global Security will be made unless and until such interest in such
temporary Global Security shall have been exchanged for an interest in a
definitive Security. Any interest so received by Euroclear and CEDEL and not
paid as herein provided shall be returned to the Trustee prior to the expiration
of 2 years after such Interest Payment Date in order to be repaid to the
Company. 

32







Section 3.05 Registration, Registration of Transfer and Exchange.

With respect to each series of
Securities which are Registered Securities, the Company shall cause to be kept
at one of the offices or agencies maintained by the Company pursuant to
Section 10.02, a register (herein sometimes referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Securities of such series and the registration of transfers of Registered
Securities of such series. Said office or agency is hereby initially appointed
"Security Registrar" for the purpose of registering Registered Securities of
such series and transfers of Registered Securities of such series as herein
provided. The Company may from time to time change the place at which the
Security Register shall be kept. The Trustee shall have the right to examine the
Security Register for each series at any time during normal business hours.


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

At the option of the Holder,
Registered Securities of any series may be exchanged for other Registered
Securities of such series of any authorized denominations, of like tenor and
terms and aggregate principal amount, upon surrender of the Registered
Securities to be exchanged at such office or agency. Whenever any Registered
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Registered Securities which the
Securityholder making the exchange is entitled to receive. Unless otherwise
specified pursuant to Section
3.01, Bearer Securities may not
be issued in exchange for Registered Securities. 

33







At the option of the Holder,
Registered Securities or Bearer Securities of any series may be issued in
exchange for Bearer Securities (except as otherwise specified as contemplated by
Section 3.01 with respect to a Bearer Security in global form)
of the same series, of any authorized denominations and of like tenor and terms
and aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any such office or agency with all unmatured coupons and all
matured coupons in default appertaining thereto. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, such exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company and the
Trustee in an amount equal to the face amount of such missing coupon or coupons,
or the surrender of such missing coupon or coupons may be waived by the Company
and the Trustee if there be furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in
Section 10.02, interest represented by coupons shall be payable
only upon presentation and surrender of those coupons at an office or agency
located outside the United States. Notwithstanding the foregoing, in case a
Bearer Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
and terms after the close of business at such office or agency of (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or
proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Securityholder making the exchange is entitled to receive. 

34







Notwithstanding the foregoing,
except as otherwise specified as contemplated by Section 3.01, any Permanent Global Security shall be
exchangeable only as provided in this paragraph. If any beneficial owner of an
interest in a Permanent Global Security is entitled to exchange such interest
for definitive Securities of such series, as specified with respect to the
Securities of such series pursuant to Section 3.01 and provided
that any applicable notice provided in the Permanent Global Security shall have
been given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such Permanent
Global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such Permanent Global Security shall be
surrendered by the Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge, and the Trustee shall
authenticate and deliver in accordance with instructions from the applicable
depositary (including instructions as to the registration of Registered
Securities), in exchange for each portion of such Permanent Global Security, an
equal aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such Permanent
Global Security to be exchanged which, unless the Securities of the series are
not issuable both as Bearer Securities and as Registered Securities, as
specified as contemplated by Section 3.01, shall be in
the form of Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof or shall, if the
Securities of such series are issuable only as Registered Securities or only as
Bearer Securities, be definitive Registered Securities or definitive Bearer
Securities, as the case may be; provided, however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities to be redeemed
and ending on the relevant Redemption Date, if the Security for which exchange
is requested may be among those selected for redemption; and provided, further, that no Bearer Security delivered in exchange
for a portion of a Permanent Global Security shall be mailed or otherwise
delivered to any location in the United States. If a Registered Security is
issued in exchange for any portion of a Permanent Global Security after the
close of business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of such Registered Security, but
will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion
of such Permanent Global Security is payable in accordance with the provisions
of this Indenture.

Upon the exchange of a Global
Security for Securities in definitive form, such Global Security shall be
canceled by the Trustee. 

If 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 the fifth paragraph of Section 3.03, the Company
shall appoint a successor Depositary for the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company's election pursuant to Section 3.01 shall no longer be effective with respect to the
Securities of such series and the Company
will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series of like tenor and terms and
in definitive form in an aggregate principal amount equal to the principal
amount of the Global Security or Securities representing such series in exchange
for such Global Security or Securities. 

35







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

If specified by the Company
pursuant to Section
3.01 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
Securities of such series of like tenor and terms and in definitive form on such
terms as are acceptable to the Company and such Depositary. Thereupon, the
Company shall execute, and the Trustee shall authenticate and deliver, without
service charge, 

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


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

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

36







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 upon such registration of transfer
or exchange. 

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

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

The Company shall not be
required (i) to issue, register the transfer of or exchange Securities of any
particular series to be redeemed for a period beginning at the opening of
business 15 days before (A) if Securities of such series are issuable only as
Registered Securities, the day of the mailing of a notice of redemption of
Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the day of
such mailing and (B) if Securities of such series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if earlier, and if Securities of such series are also issuable as
Registered Securities and there is no publication, the day of the mailing of the
relevant notice of redemption and in either case ending at the close of business
on the day of such publication or mailing, or (ii) to register the transfer of
or exchange any Registered Security so selected for redemption in whole or in
part, except the unredeemed portion of such Registered Security being redeemed
in part, or (iii) to exchange any Bearer Security so selected for redemption
except that such a Bearer Security may be exchanged for a Registered Security of
like tenor and terms of that series, provided, that, such
Registered Security shall be simultaneously surrendered for redemption.


37







Notwithstanding anything
herein to the contrary, the exchange of Bearer Securities into Registered
Securities shall be subject to applicable laws and regulations in effect at the
time of exchange; none of the Company, the Trustee or the Security Registrar
shall exchange any Bearer Securities into Registered Securities if it has
received an Opinion of Counsel that as a result of such exchanges the Company
would suffer adverse consequences under the United States Federal income tax
laws and regulations then in effect and the Company has delivered to the Trustee
a Company Order directing the Trustee not to make such exchanges thereafter
unless and until the Trustee receives a subsequent Company Order to the
contrary. The Company shall deliver copies of such Company Orders to the
Security Registrar. 

Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security or a
Security with a mutilated coupon is surrendered to a Paying Agent outside the
United States or in the case of a Registered Security, to the Trustee, or if the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security or coupon, and there is delivered to
the Company and the Trustee such security or indemnity as may be required by
them to save each of them and their agents harmless, then, in the absence of
notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in exchange therefor
(together with all appurtenant coupons not destroyed, lost or stolen) a new
Security of the same series and of like tenor and principal amount, bearing a
number not contemporaneously outstanding with coupons corresponding to any
coupons appertaining to such mutilated, destroyed, lost or stolen Security;
provided, that, any such Bearer Security will be delivered
only in compliance with Sections
3.03, 3.04 and 3.05, as applicable. 

In case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new
Security, with coupons corresponding to the coupons, if any, appertaining to
such mutilated, destroyed, lost or stolen Security or to the Security to which
such mutilated, destroyed, lost or stolen coupon appertains, pay such Security
or coupon (without surrender thereof except in the case of a mutilated Security
or coupon) if the applicant for such payment shall furnish to the Company and
the Trustee such security or indemnity as may be required by them to save each
of them and any agent of them harmless, and in the case of destruction, loss or
theft, evidence satisfactory to the Company and the Trustee and any agent of
either of them of the destruction, loss or theft of such Security and the
ownership thereof; provided, however, that the principal of (and premium, if any) and interest, if any, on
Bearer Securities shall, except as otherwise provided in Section 10.02, be payable only at an office or agency located
outside the United States and, unless otherwise specified as contemplated by
Section 3.01, any interest
on Bearer Securities shall be payable only upon presentation and surrender of
the coupons appertaining thereto. 

38







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

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

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

Section 3.07 Payment of Interest; Interest Rights Preserved; Optional Interest
Reset. 

(a) Except
as otherwise specified with respect to a series of Securities in accordance with
the provisions of Section
3.01, interest, if any, on any
Registered Security which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name such
Registered Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 10.02; provided, however, that each installment of interest, if any, on any Registered Security
may at the Company's option be paid by (i) mailing a check for such interest,
payable to or upon the written order of the Person entitled thereto pursuant to
Section 3.08, to the address of such Person as it appears on the Security
Register or (ii) transfer to an account maintained by the payee inside the
United States. 

Unless otherwise provided with
respect to the Securities of any series in accordance with Section 3.01, payment of interest, if any, may be made, in the
case of a Bearer Security, at the Holder's option by (i) check in the Currency
designated for such payment pursuant to the terms of the Bearer Security
presented or mailed to an address outside
the United States or (ii) transfer to an account in such Currency maintained by
the payee with a bank located outside the United States. 

39







Unless otherwise provided with
respect to the Securities of any series in accordance with Section 3.01, every Permanent Global Security of such series
will provide that interest, if any, payable on any Interest Payment Date will be
paid to each of Euroclear and CEDEL with respect to that portion of such
Permanent Global Security held for its account by the Depositary or other
depositary. Each of Euroclear and CEDEL will in such circumstances credit the
interest, if any, received by it in respect of such Permanent Global Security to
the accounts of the beneficial owners thereof. 

Except as otherwise specified
with respect to a series of Securities in accordance with the provisions of
Section 3.01, any interest on any Registered Security of any
series which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease
to be payable to the Registered Holder on the relevant Regular Record Date by
virtue of having been such Holder; and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in Clause (1) or Clause
(2) below: 

(1) The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Registered Security of
such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section
3.01 for the Securities of such
series and except, if applicable, as provided in Sections 3.10(b), 3.10(d) and
3.10(e)) equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a special record date (a "Special Record Date")
for the payment of such Defaulted Interest which shall be not more than 15 days
nor less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first class, postage prepaid, to each Holder of
Registered Securities of such series at such Holder's address as it appears in the Security Register not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at
the expense of the Company, cause a similar notice to be published at least once
in an Authorized Newspaper in each Place of Payment, but such publication shall
not be a condition precedent to the establishment of such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been mailed as aforesaid, such Defaulted Interest shall be
paid to the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the
following Clause
(2). In case a Bearer Security of
any series is surrendered at the office or agency in a Place of Payment for such
series in exchange for a Registered Security of such series after the close of
business at such office or agency on any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, such Bearer Security shall be surrendered without
the coupon relating to such proposed date of payment and Defaulted Interest will
not be payable on such proposed date of payment in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture. 


40















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

(b) The
provisions of this Section
3.07(b) may be made applicable to
any series of Securities pursuant to Section 3.01 (with such
modifications, additions or substitutions as may be specified pursuant to such
Section 3.01). The interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) on any Security
of such series may be reset by the Company on the date or dates specified on the
face of such Security (each an "Optional Reset Date"). The Company may exercise
such option with respect to such Security by notifying the Trustee of such
exercise at least 45 but not more than 60 days prior to an Optional Reset Date
for such Security. Not later than 40 days prior to each Optional Reset Date, the
Trustee shall transmit, in the manner provided for in Section 1.06, to the Holder of any such Security a notice (the
"Reset Notice") indicating whether the Company has elected to reset the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable), and if so (i) such new interest rate (or such new spread or
spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional Reset Date or,
if there is not such next Optional Reset Date, to the Stated Maturity of such
Security (each such period a "Subsequent Interest Period"), including the date
or dates on which or the period or periods during which and the price or prices
at which such redemption may occur during the Subsequent Interest Period.




41 









Notwithstanding the foregoing,
not later than 20 days prior to the Optional Reset Date, the Company may, at its
option, revoke the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) provided for in the Reset Notice
and establish an interest rate (or a spread or spread multiplier used to
calculate such interest rate, if applicable) that is higher than the interest
rate (or the spread or spread multiplier, if applicable) provided for in the
Reset Notice, for the Subsequent Interest Period by causing the Trustee to
transmit, in the manner provided for in Section 1.06, notice of such higher interest rate (or such higher spread or spread
multiplier, if applicable) to the Holder of any such Security. Such notice shall
be irrevocable. All Securities with respect to which the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if applicable)
is reset on an Optional Reset Date, and with respect to which the Holders of
such Securities have not tendered such Securities for repayment (or have validly
revoked any such tender) pursuant to the next succeeding paragraph, will bear
such higher interest rate (or such higher spread or spread multiplier, if
applicable). 

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

Subject to the foregoing
provisions of this Section
3.07 and Section 3.05, each Security delivered under this Indenture
upon transfer of or in exchange for or in lieu of any other Security shall carry
the rights to interest accrued and unpaid, and to accrue, which were carried by
such other Security. 

Except as otherwise specified
with respect to a series of Securities in accordance with the provisions of
Section 3.01, interest on the Securities shall be computed on
the basis of a 360-day year of twelve 30-day months. 


42 







Section 3.08 Persons Deemed Owners.




Prior to due presentment for
registration of transfer of any Registered Security, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
any such Registered Security is registered as the owner of such Registered
Security for the purpose of receiving payment of principal of (and premium, if
any), and (subject to Sections
3.05 and 3.07) 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.

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

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

Notwithstanding the foregoing,
with respect to any Global Security, nothing herein shall prevent the Company,
the Trustee, or any agent of the Company or the Trustee, from giving effect to
any written certification, proxy or other authorization furnished by any
Depositary, as a Holder, with respect to such Global Security or impair, as
between such Depositary and owners of beneficial interests in such Global
Security, the operation of customary practices governing the exercise of the
rights of such Depositary (or its nominee) as Holder of such Global Security.


Section 3.09 Cancellation. 

All Securities and coupons
surrendered for payment, registration of transfer, exchange, redemption or for
credit against any current or future sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee for
cancellation and 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 or any coupon previously delivered hereunder which the
Company may have acquired in any manner whatsoever and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. No Security shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities and coupons held
by the Trustee shall be destroyed by the Trustee and the Trustee shall deliver a
certificate of such destruction to the Company, unless by a Company Order the
Company shall direct the canceled Securities be returned to it. In the case of
any temporary Global Security, which shall be destroyed if the entire aggregate
principal amount of the Securities represented thereby has been exchanged, the
certificate of such destruction shall state that all certificates required
pursuant to Section
3.04, substantially in the form
of Exhibit A-2, to be given by Euroclear or CEDEL, have been duly presented to
the Trustee by Euroclear or CEDEL, as the case may be. Permanent Global
Securities shall not be canceled until exchanged in full for other Permanent
Global Securities or definitive Securities or until payment thereof is made in
full. 


43 










Section 3.10 Currency and Manner of Payments in Respect of Securities. 

(a) Unless
otherwise specified with respect to any Securities pursuant to Section 3.01, with respect to Registered Securities of any
series not permitting the election provided for in paragraph (b) below or the Holders of which have not made the
election provided for in paragraph
(b) below, and with respect to
Bearer Securities of any series, except as provided in paragraph (d) below, payment of the principal of (and premium,
if any) and interest, if any, on any Registered or Bearer Security of such
series will be made in the Currency in which such Registered Security or Bearer
Security, as the case may be, is payable. The provisions of this Section may be
modified or superseded with respect to any Securities pursuant to
Section 3.01. 


(b) It may
be provided pursuant to Section 3.01 with respect to Registered
Securities of any series that Holders shall have the option, subject to
paragraphs (d) and (e) below, to receive
payments of principal of (or premium, if any) or interest, if any, on such
Registered Securities in any of the Currencies which may be designated for such
election by delivering to the Trustee for such series of Registered Securities a
written election with signature guarantees and in the applicable form
established pursuant to Section 3.01, not later than the close of
business on the Election Date (as defined below) immediately preceding the
applicable payment date. If a Holder so elects to receive such payments in any
such Currency, such election will remain in effect for such Holder or any
transferee of such Holder until changed by such Holder or such transferee by
written notice to the Trustee for such series of Registered Securities (but any
such change must be made not later than the close of business on the Election
Date immediately preceding the next payment date to be effective for the payment
to be made on such payment date and no such change of election may be made with
respect to payments to be made on any Registered Security of such series with
respect to which an Event of Default has occurred or with respect to which the
Company has deposited funds pursuant to Article Four or Section 10.09 or with respect to which a
notice of redemption has been given by the Company or a notice of option to
elect repayment has been sent by such Holder or such transferee). Any Holder of
any such Registered Security who shall not have delivered any such election to
the Trustee of such series of Registered Securities not later than the close of
business on the applicable Election Date will be paid the amount due on the
applicable payment date in the relevant Currency as provided in Section 3.10(a). The Trustee for each such series of Registered
Securities shall notify the Exchange Rate Agent as soon as practicable after the
Election Date of the aggregate principal amount of Registered Securities for
which Holders have made such written election. 




44 









(c) If the
election referred to in paragraph
(b) above has been provided for
pursuant to Section
3.01, then, unless otherwise
specified pursuant to Section
3.01, not later than the fourth
Business Day after the Election Date for each payment date for Registered
Securities of any series, the Exchange Rate Agent will deliver to the Company a
written notice specifying the Currency in which Registered Securities of such
series are payable, the respective aggregate amounts of principal of (and
premium, if any) and interest, if any, on the Registered Securities to be paid
on such payment date, specifying the amounts in such Currency so payable in
respect of the Registered Securities as to which the Holders of Registered
Securities denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph
(b) above. If the election
referred to in paragraph
(b) above has been provided for
pursuant to Section
3.01 and if at least one Holder
has made such election, then, unless otherwise specified pursuant to
Section 3.01, on the third Business Day preceding such payment
date the Company will deliver to the Trustee for such series of Registered
Securities an Exchange Rate Officer's Certificate in respect of the Dollar or
Foreign Currency or Currencies amount receivable by Holders of Registered
Securities who have elected payment in a Currency as provided in paragraph (b) above. Such amounts shall be determined by the
Company on the basis of the applicable Market Exchange Rate in effect on the
third Business Day (the "Valuation Date") immediately preceding each payment
date, and such determination shall be conclusive and binding for all purposes,
absent manifest error. 

(d) If a
Conversion Event occurs with respect to a Foreign Currency in which any of the
Securities are denominated or payable other than pursuant to an election
provided for pursuant to paragraph
(b) above, then with respect to
each date for the payment of principal of (and premium, if any) and interest, if
any, on the applicable Securities denominated or payable in such Foreign
Currency occurring after the last date on which such Foreign Currency was used
(the "Conversion Date"), the Dollar shall be the Currency of payment for use on
each such payment date. Unless otherwise specified pursuant to Section 3.01, the Dollar amount to be paid by the Company to
the Trustee for each such series of Securities and by such Trustee or any Paying
Agent to the Holders of such Securities with respect to such payment date shall
be, in the case of a Foreign Currency other than a Currency unit, the Dollar
Equivalent (as defined below) of the Foreign Currency or, in the
case of a Currency unit, the Dollar Equivalent of the Currency unit, in each
case as determined by the Exchange Rate Agent in the manner provided in
paragraph (f) or (g) below. 


45 










(e) Unless
otherwise specified pursuant to Section 3.01, if the
Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a Conversion Event occurs with respect
to such elected Currency, such Holder shall receive payment in the Currency in
which payment would have been made in the absence of such election; and if a
Conversion Event occurs with respect to the Currency in which payment would have
been made in the absence of such election, such Holder shall receive payment in
Dollars as provided in paragraph
(d) of this Section. 

(f) "Dollar
Equivalent" when used with
respect to any Foreign Currency shall be determined by the Exchange Rate Agent
and shall be obtained for each subsequent payment date by converting the
specified Foreign Currency into Dollars at the Market Exchange Rate on the
Conversion Date. 

(g) "Dollar
Equivalent" when used with
respect to any Currency unit shall be determined by the Exchange Rate Agent and
subject to the provisions of paragraph (h) below shall
be the sum of each amount obtained by converting the Specified Amount (as
defined below) of each Component Currency (as defined below) into Dollars at the
Market Exchange Rate for such Component Currency on the Valuation Date with
respect to each payment. 

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


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




46 








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


"Election Date" shall mean the Regular Record Date for the
applicable series of Registered Securities or at least 16 days prior to
Maturity, as the case may be, or such other prior date for any series of
Registered Securities as specified pursuant to Section 3.01 by which the written election referred to in
Section 3.10(b) may be made. 

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


In the event that the Company
determines in good faith that a Conversion Event has occurred with respect to a
Foreign Currency, the Company will immediately give written notice thereof to
the Trustee of the appropriate series of Securities and to the Exchange Rate
Agent (and such Trustee will promptly thereafter give notice in the manner
provided in Section
1.06 to the affected Holders)
specifying the Conversion Date. In the event the Company so determines that a
Conversion Event has occurred with respect to the ECU or any other Currency unit
in which Securities are denominated or payable, the Company will immediately
give written notice thereof to the Trustee of the appropriate series of
Securities and to the Exchange Rate Agent (and such Trustee will promptly
thereafter give notice in the manner provided in Section 1.06 to the affected Holders) specifying the
Conversion Date and the Specified Amount of each Component Currency on the Conversion
Date. In the event the Company determines in good faith that any subsequent
change in any Component Currency as set forth in the definition of Specified
Amount above has occurred, the Company will similarly give written notice to the
Trustee of the appropriate series of Securities and to the Exchange Rate Agent
(and such Trustee will promptly thereafter give notice in the manner provided in
Section 1.06 to the affected Holders). 


47 










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

Section 3.11 Appointment and Resignation of Successor Exchange Rate Agent. 

(a) Unless
otherwise specified pursuant to Section 3.01, if and so
long as the Securities of any series (i) are denominated in a Foreign Currency
or (ii) may be payable in a Foreign Currency, or so long as it is required under
any other provision of this Indenture, then the Company will maintain with
respect to each such series of Securities, or as so required, at least one
Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make the
necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section
3.01 for the purpose of
determining the applicable rate of exchange and, if applicable, for the purpose
of converting the issued Foreign Currency into the applicable payment Currency
for the payment of principal (and premium, if any) and interest, if any,
pursuant to Section
3.10. 

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

(c) If the
Exchange Rate Agent shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of the Exchange Rate Agent for any cause,
with respect to the Securities of one or more series, the Company, by or
pursuant to a Board Resolution, shall promptly appoint a successor Exchange Rate
Agent or Exchange Rate Agents with respect to the Securities of that or those
series (it being understood that any such successor Exchange Rate Agent may be
appointed with respect to the Securities of one or more or all of such series
and that, unless otherwise specified pursuant to Section 3.01, at any time there shall only be one Exchange
Rate Agent with respect to the Securities of
any particular series that are originally issued by the Company on the same date
and that are initially denominated and/or payable in the same Currency).


48 










Section 3.12 Optional Extension of Maturity. 

The provisions of this
Section 3.12 may be made applicable to any series of
Securities pursuant to Section
3.01 (with such modifications,
additions or substitutions as may be specified pursuant to Section 3.01). The Stated Maturity of any Security of such
series may be extended at the option of the Company for the period or periods
specified on the face of such Security (each an "Extension Period") up to but
not beyond the date (the "Final Maturity") set forth on the face of such
Security. The Company may exercise such option with respect to any Security by
notifying the Trustee of such exercise at least 45 but not more than 60 days
prior to the Stated Maturity of such Security in effect prior to the exercise of
such option (the "Original Stated Maturity"). If the Company exercises such
option, the Trustee shall transmit, in the manner provided for in
Section 1.06, to the Holder of any such Security not later
than 40 days prior to the Original Stated Maturity a notice (the "Extension
Notice") indicating (i) the election of the Company to extend the Stated
Maturity, (ii) the new Stated Maturity, (iii) the interest rate, if any,
applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period. Upon the Trustee's transmittal of the
Extension Notice, the Stated Maturity of such Security shall be extended
automatically and, except as modified by the Extension Notice and as described
in the next paragraph, such Security will have the same terms as prior to the
transmittal of such Extension Notice. 

Notwithstanding the foregoing,
not later than 20 days before the Original Stated Maturity of such Security, the
Company may, at its option, revoke the interest rate provided for in the
Extension Notice and establish a higher interest rate for the Extension Period
by causing the Trustee to transmit, in the manner provided for in
Section 1.06, notice of such higher interest rate to the
Holder of any such Security. Such notice shall be irrevocable. All Securities
with respect to which the Stated Maturity is extended will bear such higher
interest rate. 

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

49 











ARTICLE
FOUR 

SATISFACTION AND DISCHARGE 

Section 4.01 Satisfaction and Discharge
of Indenture. 

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

(1)
either 


(A) all Securities of
such series theretofore authenticated, issued and delivered and all coupons, if any, appertaining thereto (other than (i) coupons
appertaining to Bearer Securities surrendered in exchange for Registered Securities and maturing after such exchange, the surrender
of which is not required or has been waived as provided in Section 3.05, (ii) any Securities or coupons, if any, appertaining
thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06, (iii)
coupons appertaining to Bearer Securities called for redemption or surrendered for payment and maturing after the relevant Redemption
Date or Repayment Date, as appropriate, the surrender of which has been waived as provided in Section 11.07 or Section
14.03, and (iv) Securities and coupons 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 10.03)
have been delivered to the Trustee for cancellation; or 

(B) all such Securities of
such series and all coupons, if any, appertaining
thereto not theretofore delivered to the
Trustee for cancellation have become due and payable, or
will become due and payable at their Stated Maturity within 1 year, or, if redeemable at the option of the Company are to be
called for redemption within 1
year under arrangements
satisfactory to the Trustee for
the giving of notice of redemption by
the Trustee in the name, and at
the expense, of the Company, and
the Company has deposited or
caused to be deposited
with the Trustee, as trust funds
in trust for the purpose, 

50















(i) moneys, or 

(ii) securities evidencing
direct general obligations of, or obligations the payment of the principal and
interest of which are unconditionally guaranteed by, the United States, which
obligations, or the guaranty of which, constitutes the full faith and credit
obligation of the United States, which securities shall not be callable at the
option of the issuer and which securities mature and bear interest in such
amount and at such times as will provide moneys, or 

(iii) a combination thereof,


in an amount sufficient to pay
(without reinvestment) and discharge the entire indebtedness on such Securities
of such series and the coupons, if any, appertaining thereto not theretofore
delivered to the Trustee for cancellation, for principal (and premium, if any)
and interest, if any, to the date of such deposit (in the case of Securities
which have become due and payable) or to the Stated Maturity or Redemption Date
or any Repayment Date, as the case may be; 

(2) the
Company has paid or caused to be paid all other sums payable hereunder by the
Company in respect of the Securities of such series and the coupons, if any,
appertaining thereto; and 

(3) the
Company has delivered to the Trustee (i) 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 in respect of such
series of Securities and coupons, if any, have been complied with and (ii) if
securities have been deposited pursuant to Clause (1)(B) of this Section, a certificate of independent
certified public accountants stating that such securities mature and bear
interest in such amount and at such times as will (together with any moneys
otherwise provided pursuant to Clause (1)(B) of this Section) provide sufficient
moneys as provided in Clause
(1)(B) of this Section.


Notwithstanding the
satisfaction and discharge of this Indenture in respect of such series of
Securities, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Trustee to any
Authenticating Agent under Section
6.14 and if moneys or securities
shall have been deposited with the Trustee pursuant to Clause (1)(B) of this Section, Section 4.03 or Section 10.09, the
obligations of the Trustee under Section 4.02 and the last
paragraph of Section
10.03 shall survive. 


51 








Section 4.02 Application of Trust Money. 

(a) Subject to the provisions of Section 4.02(c) and the
last paragraph of Section
10.03, all money or securities
deposited with the Trustee pursuant to Section 4.01, 4.03 or 10.09 (or the principal of
or interest on such securities) shall be held in trust and applied by the
Trustee, in accordance with the provisions of this Indenture and of such series
of Securities and coupons, if any, to which such money or securities relate, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent), as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest, if any,
for whose payment such money or securities have been deposited with the Trustee
or to make mandatory sinking fund payments or analogous payments as contemplated
by Section 4.03 or 10.09, but such money or
proceeds need not be segregated from other funds except to the extent required
by law. 

(b) The
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or securities (or the principal of or interest on such
securities) held by it as provided in Section 4.01,
4.03 or 10.09 which, in the
opinion of independent certified public accountants expressed in a written
certification thereof delivered to the Trustee, are then in excess of the amount
thereof which then would have been required to be deposited for the purpose for
which such money or securities were deposited or received. The principal of and
interest on the securities deposited in trust pursuant to Sections 4.03(1) and 10.09(1), to the extent
that such principal and interest are not required for a period of time for the
payment of the principal of (and premium, if any) and interest, if any, on the
Securities of such series and the coupons, if any, with respect to which such
securities relate, shall, so far as practicable, upon a Company Order be
invested by the Trustee in like securities of such maturities (6 months or less)
such that the funds are available on the applicable payment date to pay the
principal of (and premium, if any) and interest, if any, on such Securities and
coupons, if any, and the Trustee, upon receipt thereof, shall pay to the Company
the income from such investments. 

Section 4.03 Defeasance and Discharge of Securities of any Series. 

(a) If
this Section 4.03 has been specified in accordance with
Section 3.01 to be applicable to Securities of any series,
then notwithstanding Section
4.01, the Company shall be deemed
to have paid and discharged the entire indebtedness on all Outstanding
Securities of that series and the coupons, if any, appertaining thereto, the
provisions of this Indenture as it relates to such Outstanding Securities and
coupons (except as to (i) the rights of Holders of Securities of such series and
coupons, if any, appertaining thereto, to receive, solely from the trust fund
described in Clause
(1) of this Section 4.03(a),
payment of the principal of (and premium, if any) and any installment of
principal of (and premium, if any) or interest, if any, on such Securities on
the Stated Maturity of such principal or installment of principal or interest or
any mandatory sinking fund payments or analogous payments
applicable to the Securities of that series on the day on which such payments
are due and payable in accordance with the terms of this Indenture and of such
Securities, (ii) the Company's obligations with respect to such Securities under
Sections 3.05, 3.06, 6.07, 10.02 and 10.03 and (iii) the
rights, powers, trusts, duties and immunities of the Trustee hereunder) shall no
longer be in effect, and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same, when



52 










(1) with
reference to this Section
4.03, the Company has deposited
or caused to be deposited with the Trustee (or another trustee that satisfies
the requirements of Section
6.09 and agrees to comply with
the provisions of this Section
4.03 applicable to it),
irrevocably (irrespective of whether the conditions in Clauses (2),
(3), (4) and (5)
below have been satisfied, but subject to the provisions of Section 4.02(b) and the last paragraph of Section 10.03), as trust funds in trust for the purpose,


(A) moneys, or 

(B) securities evidencing direct general obligations of, or obligations the
payment of the principal and interest of which are unconditionally guaranteed
by, the United States, which obligations, or the guaranty of which, constitutes
the full faith and credit obligation of the United States, which securities
shall not be callable or redeemable at the option of the issuer and which
securities mature and bear interest in such amount and at such times as will
provide moneys, or 

(C) a
combination thereof, 

in an amount sufficient to pay
(without reinvestment) and discharge the principal of (and premium, if any) and
each installment of principal of (and premium, if any) and interest, if any, on
such Outstanding Securities and any coupons appertaining thereto on the Stated
Maturity of such principal or installment of principal or interest, if any, or
any mandatory sinking fund payments or analogous payments applicable to
Securities of such series on the day on which such payments are due and payable
in accordance with the terms of the Indenture and of such Securities and the
coupons, if any, appertaining thereto; 

(2) the
Company has paid or caused to be paid all other sums payable hereunder by the
Company in respect of the Securities of such series and the coupons, if any,
appertaining thereto; 

(3) no Event of Default
or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities
of that series shall have occurred or be continuing on the date of such deposit and no Event of Default under Section 5.01(d)
or 5.01(e) or an event which with the giving of notice or lapse of time, or both, would become an Event of Default
under Section 5.01(d) or 5.01(e) shall have occurred and be continuing on the 91st day after such date; 


53 









(4)
the Company has delivered
to the Trustee an Opinion
of Counsel to the effect
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 the
applicable Federal income tax law, in either
case to the effect that Holders of the
Securities of such series and the
coupons, if any, appertaining
thereto will not recognize income, gain or loss for Federal income
tax purposes as a result of such deposit, defeasance and discharge and will be subject to
Federal income tax on
the same amount and in
the same manner and at
the same times as would have been the case if
such deposit, defeasance and discharge had not occurred; and 

(5) the Company has delivered
to the Trustee (A) 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 in respect of the Securities of such series contemplated by this
Section have been complied with and (B) if securities have been deposited pursuant to Clause (1) of this Section 4.03(a),
a certificate of independent certified public accountants stating that such securities mature and bear interest in such amount
and at such times as will (together with any moneys otherwise provided pursuant to Clause (1) of this Section 4.03(a))
provide sufficient moneys as provided in Clause (1) of this Section 4.03(a). 

(b) The Company shall
pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against securities deposited pursuant
to this Section 4.03 or Section 10.09 or the principal of or interest on such securities other than any payable
by or on behalf of the Holders. 

ARTICLE
FIVE 

REMEDIES 

Section 5.01 Events of Default. 

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


54
















(a) default in the due and punctual payment of any interest upon any of the
Securities of such series or coupons, if any, appertaining thereto as and when
the same shall become due and payable, and continuance of such default for a
period of 30 days; or 

(b) default in the due and punctual payment of the principal of (and premium,
if any, on) any Securities of such series as and when the same shall become due
and payable at Maturity; or 

(c) failure on the part of the Company to duly observe or perform any other
of the covenants or agreements on the part of the Company in the Securities of
such series or in this Indenture contained (other than a covenant or agreement a
default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of a series of Securities other than such series) for a
period of 90 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Company by the
Trustee, or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Securities of such series at the time Outstanding; or


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

(e) the
commencement by the Company of a voluntary case under the Federal bankruptcy
laws, as now constituted or hereafter amended, or any other applicable Federal
or State bankruptcy, insolvency or other similar law, or the consent by it to
the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of the Company or
of any substantial part of its property, or the making by it of an assignment
for the benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due, or the taking of corporate action
by the Company in furtherance of any such action; or 

(f) any
other Event of Default provided with respect to Securities of such series.



55 









Section 5.02 Acceleration of Maturity; Rescission and Annulment. 

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

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

(1) the
Company has paid or deposited with the Trustee a sum sufficient to pay, in the
Currency in which the Securities of that series are payable (except as may
otherwise be specified pursuant to Section 3.01 for such
series and except as may be provided in Section 3.10, if and to
the extent applicable) 

(A) all
overdue installments of interest, if any, on all Outstanding Securities of such
series, and the coupons, if any, appertaining thereto, 

(B) the
principal of (and premium, if any, on) any Outstanding Securities of such series
which have become due otherwise than by such declaration of acceleration and
interest thereon at the rate or rates borne by such Securities (or, in the case
of Securities of such series that are Original Issue Discount Securities, the
Yield to Maturity in respect thereof), 

(C) to the
extent that payment of such interest is lawful, interest upon overdue
installments of interest, if any, at the rate or rates borne by such Securities
(or, in the case of Securities of such series, and the coupons, if any,
appertaining thereto that are Original Issue Discount Securities, the Yield to
Maturity in respect thereof), and 

56 







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


(2) all
Events of Default with respect to Securities of such series, other than the
non-payment of the principal of (or premium, if any) or interest, if any, on
Securities of such series which have become due solely by such acceleration,
have been cured or waived as provided in Section 5.13. 

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


Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee. 

The Company covenants that if
an Event of Default specified in Section 5.01(a) or 5.01(b) occurs, the Company will, upon demand of the Trustee, pay to the
Trustee, for the benefit of the Holders of the Securities of such series and the
coupons, if any, appertaining thereto, the whole amount then due and payable on
such Securities and coupons for principal (and premium, if any) and interest, if
any, with interest upon the overdue principal (and premium, if any) and, to the
extent that payment of such interest shall be legally enforceable, upon overdue
installments of interest, if any, at the rate or rates borne by such Securities
(or, in the case of Securities of such series that are Original Issue Discount
Securities, the Yield to Maturity in respect thereof); and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel. 

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

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

57 









Section 5.04 Trustee May File Proofs of Claim. 

In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Company or
any other obligor upon the Securities of any series or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities of any series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of
overdue principal, premium, if any, or interest, if any) shall be entitled and
empowered, by intervention in such proceeding or otherwise, 

(i) to
file and prove a claim for the whole amount of principal (or, in the case of
Securities of such series that are Original Issue Discount Securities or Indexed
Securities, such portion of the principal of such Securities as may be specified
in the terms thereof) (and premium, if any) and interest, if any, owing and
unpaid in respect of the Securities of such series and the coupons, if any,
appertaining thereto and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and of the Holders of the Securities of
such series and the coupons, if any, appertaining thereto allowed in such
judicial proceeding, and 

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

and any receiver, assignee,
trustee, liquidator, sequestrator (or other similar official) in any such
judicial proceeding is hereby authorized by each Holder of Securities of such
series and coupons to make such payments to the Trustee, and in the event that
the Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 6.07. 

Nothing herein contained shall
be deemed to authorize the Trustee to authorize or consent to or accept or adopt
on behalf of any Holder of a Security or coupon any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or coupons, if
any, appertaining thereto or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder of a Security or coupon in any such
proceeding, provided, however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee. 


58 









Section 5.05 Trustee May Enforce Claims Without Possession of
Securities or Coupons. 

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

Section 5.06 Application of Money Collected. 

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


FIRST: To the payment of all
amounts due the Trustee under Section 6.07; 

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

59 







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

Section 5.07 Limitation on Suits.


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

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

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

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


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

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

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

Section 5.08 Unconditional Right of Securityholders to Receive
Principal, Premium and Interest. 

Notwithstanding any other
provision in this Indenture, the Holder of any Security or coupon shall have the
right which is absolute and unconditional to receive payment of the principal of
(and premium, if any) and (subject to Section 3.05 or
3.07) interest, if any, on such Security or coupon on
the respective Stated Maturities expressed in such Security or coupon (or, in
the case of redemption or repayment, on the Redemption Date or Repayment Date)
and to institute suit for the enforcement of any such payment on and after the
respective Stated Maturities or applicable Redemption Date or Repayment Date and
such right shall not be impaired without the consent of such Holder. 


60 










Section 5.09 Restoration of Rights and Remedies. 

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

Section 5.10 Rights and Remedies Cumulative. 

Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities or coupons in the last paragraph of Section 3.06, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities or coupons is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy. 

Section 5.11 Delay or Omission Not Waiver. 

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


61 









Section 5.12 Control by Securityholders. 

The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to Securities of such series, provided,
that, 

(1) such
direction shall not be in conflict with any rule of law or this Indenture, and
could not involve the Trustee in personal liability in circumstances where
reasonable indemnity would not be adequate, and 

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

This Section 5.12 shall be in lieu of Section 316(a)(1)(A) of the
Trust Indenture Act and such Section 316(a)(1)(A) is hereby expressly excluded
from this Indenture, as permitted by the Trust Indenture Act. 

Section 5.13 Waiver of Past Defaults.


The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series and all coupons, if
any, appertaining thereto waive any past default hereunder and its consequences,
except a default 

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


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


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

This Section 5.13 shall be in lieu of Section 316(a)(1)(B) of the
Trust Indenture Act and such Section 316(a)(1)(B) is hereby expressly excluded
from this Indenture, as permitted by the Trust Indenture Act. 



62 







Section 5.14 Undertaking for Costs.



All parties to this Indenture
agree, and each Holder of any Security of any series or any coupon appertaining
thereto by such Holder's acceptance thereof shall be deemed to have agreed, that
any court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders, holding in the aggregate more than 10% in principal amount of
the Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest, if any, on any Security of any series or any
coupon appertaining thereto on or after the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date, or, in the case of repayment, on or after the Repayment Date).


Section 5.15 Waiver of Stay or Extension Laws. 

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

Section 5.16 Judgment Currency.


The Company may provide,
pursuant to Section
3.01, for the Securities of any
series that, to the fullest extent possible under applicable law and except as
may otherwise be specified as contemplated in Section 3.01, (a) the obligation, if any, of the Company to
pay the principal of (and premium, if any) and interest, if any, on the
Securities of any series and the coupons, if any, appertaining thereto in a
Foreign Currency, composite Currency or Dollars (the "Designated Currency") as
may be specified pursuant to Section 3.01 is of the
essence and that 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, if
any, on such Securities and the coupons, if any, appertaining thereto shall
notwithstanding any payment in any other Currency (whether pursuant to a
judgment or otherwise), be discharged only
to the extent of the amount in the Designated Currency that the Holder receiving
such payment may, in accordance with normal banking procedures, purchase with
the sum paid in such other Currency (after any premium and cost of exchange) in
the country of issue of the Designated Currency in the case of Foreign Currency
or Dollars or in the international banking community in the case of a composite
Currency on the Business Day immediately following the day of such payment; (c)
if the amount in the Designated Currency that may be purchased falls short of
the amount originally due for any reason, the Company shall pay such additional
amounts needed to compensate for any short-fall; 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. 



63 








ARTICLE SIX

THE TRUSTEE 

Section 6.01 Certain Duties and Responsibilities. 

The duties and
responsibilities of the Trustee shall be as provided by Section 315 of the Trust
Indenture Act and this Indenture. 

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


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


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

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


64







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


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

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

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


(d) No
provisions of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if
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. 

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


Section 6.02 Notice of Default.


Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall give or transmit, in the manner and to the extent
provided in Section
1.06, to the Holders of
Securities of such series notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the
payment of the principal of (or premium, if any) or interest, if any, on any
Security of such series when due, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of
the Holders of Securities of such series; and provided, further, that in the case of any default of the character
specified in Section
5.01(c) with respect to
Securities of such series no such notice to Holders of Securities of such series
shall be given until at least 90 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

65







Section 6.03 Certain Rights of Trustee.


Subject to the provisions of
Section 6.01: 

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

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

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

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

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


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

66







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

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

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

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

(k) delivery of any reports, information and documents to the Trustee,
including pursuant to Section 7.04, is for informational purposes only and the
Trustee's receipt of such shall not constitute actual or constructive notice of
any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants pursuant
to Article 4 (as to which the Trustee is entitled to rely exclusively on
Officers' Certificates); 

(l) in no
event shall the Trustee be responsible or liable for special, indirect, punitive
or consequential loss or damage of any kind whatsoever (including, but not
limited to, loss of profit) irrespective of whether the Trustee has been advised
of the likelihood of such loss or damage and regardless of the form of action;
and 

(m) in no
event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly
or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable
efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances. 

67







Section 6.04 Not
Responsible for Recitals or Issuance of Securities. 

The recitals contained herein
and in the Securities of any series, except for the certificates of
authentication, and in the coupons, if any, appertaining thereto shall be taken
as the statements of the Company, and the Trustee and any Authentication Agent
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities, except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder and that the statements made by it in a Statement of
Eligibility on Form T-1 supplied to the Company are true and accurate, subject
to the qualifications set forth therein. The Trustee or any Authenticating Agent
shall not be accountable for the use or application by the Company of Securities
or the proceeds thereof. 

Section 6.05 May
Hold Securities. 

The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company or the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Securities and coupons and, subject to
Sections 6.08 and 6.13, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.


Section 6.06 Money Held in Trust.


Money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by law. Neither the Trustee nor any Paying Agent shall be under any
liability for interest on any money received by it hereunder except as provided
in Section 4.02 or as otherwise agreed to with the Company.


Section 6.07 Compensation and Reimbursement. 

The Company agrees 


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

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


68








(3) to
indemnify the Trustee (which for purposes of this Section 6.07(3) shall include its officers, directors, employees
and agents) for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder. 


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

The obligations of the Company
under this Section
6.07 shall survive the
satisfaction and discharge of this Indenture or the resignation or removal of
the Trustee. 

Section 6.08 Disqualification; Conflicting Interests. 

The Trustee shall comply with
the terms of Section 310(b) of the Trust Indenture Act. 

Section 6.09 Corporate Trustee Required; Eligibility. 

There shall at all times be a
Trustee hereunder which shall be a corporation organized and doing business
under the laws of the United States or any State or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $25,000,000, and subject to supervision or
examination by Federal or State authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.


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Section 6.10 Resignation and Removal; Appointment of Successor.

(a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section
6.11. 

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

(c) The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of not less than a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company. 

(d) If at
any time: 


(1) the
Trustee shall fail to comply with Section 6.08 after written
request therefor by the Company or by any Securityholder who has been a bona
fide Holder of a Security for at least 6 months, or 

(2) the
Trustee shall cease to be eligible under Section 6.09 and shall
fail to resign after written request therefor by the Company or by any such
Securityholder, or 

(3) the
Trustee shall become incapable of acting or a decree or order for relief under
the Federal bankruptcy laws shall be entered against it or it 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, or 

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


then, in any such
case, (i) the Company by a Board Resolution may remove the Trustee with respect
to all Securities, or (ii) subject to Section 5.14, any Securityholder
who has been a bona fide Holder of a Security for at least 6 months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.



70







(e) If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company by a Board Resolution shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of any one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series). If within 1 year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Securityholders
and accepted appointment in the manner hereinafter provided, any Securityholder
who has been a bona fide Holder of a Security of such series for at least 6
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series. 

(f) The
Company shall give notice of each resignation and each removal of the Trustee in
respect of the Securities of any series and each appointment of a successor
Trustee in respect of the Securities of any series in the manner and to the
extent set forth in Section
1.06. Each notice shall include
the name of the successor Trustee with respect to the Securities of such series
and the address of its principal corporate trust office. 

Section 6.11 Acceptance of Appointment by Successor. 

(a) In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges and any other
amounts then due to such Trustee under Section 6.07, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.

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

(c) Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts.

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

72







Section 6.12 Merger, Conversion, Consolidation or Succession to Business
of Trustee. 

Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee, shall be the successor of
the Trustee hereunder, provided, such corporation
shall be otherwise qualified and eligible under this Article and under the Trust
Indenture Act, without the execution or filing of any paper or any further act
on the part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.


Section 6.13 Preferential Collection of Claims Against Company. 

If and when the Trustee shall
be or become a creditor of the Company (or any other obligor upon the
Securities), the Trustee shall be subject to the provisions of Section 311(a) of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor), excluding any creditor relationships described in
Section 311(b) of the Trust Indenture Act. A Trustee who resigned or has been
removed shall be subject to Section 311(a) of the Trust Indenture Act to the
extent indicated therein. 

Section 6.14 Appointment of Authenticating Agent. 

The Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue and exchange, registration
of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to
the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States or any State or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $25,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section. 

73







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, that, such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent. 

An Authenticating Agent may
resign at any time by giving written notice thereof to the Trustee and to the
Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the
Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall give written notice of such appointment to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve, in the
manner provided for in Section 1.06. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section. 

The Trustee agrees to pay to
each Authenticating Agent from time to time reasonable compensation for its
services under this Section, and the Trustee shall be entitled to be reimbursed
for such payments, subject to the provisions of Section 6.07. 

74







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

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



	 	,
		as
      Trustee       	
	 
	By		,
		as Authenticating
      Agent       	
	 
	By		,
		Authorized
      Officer"       	




ARTICLE SEVEN

SECURITYHOLDERS LIST AND
REPORTS BY TRUSTEE AND COMPANY 

Section 7.01 Company to Furnish Trustee Names and Addresses of Securityholders.


The Company will furnish or
cause to be furnished to the Trustee (a) semi-annually, not more than 15 days
after each Regular Record Date with respect to the Securities of each series at
the time Outstanding, a list in such form as the Trustee may reasonably require,
of the names and addresses of the Holders of Registered Securities of such
series as of the preceding Regular Record Date (or a date to be determined
pursuant to Section
3.01 for Original Issue Discount
Securities), 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 is the Security Registrar with respect to
the Securities of any series, no such list shall be required to be furnished
with respect to Securities of such series. 

Section 7.02 Preservation of Information; Communications to Securityholders.


(a) The
Trustee shall preserve, in as current a form as is reasonably practicable, (i)
the names and addresses of Holders of Registered Securities of any series
contained in the most recent list furnished to the Trustee as provided in
Section 7.01, (ii) the names and addresses of Holders of
Registered Securities received by the Trustee in its capacity as Security
Registrar and (iii) the names and addresses of Holders of Bearer Securities of
such series received by the Trustee or filed with it within the 2 preceding
years. 

75







The Trustee may destroy any
list furnished to it as provided in Section 7.01 upon receipt
of a new list so furnished.

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


(i) afford
such applicants access to the information preserved at the time by the Trustee
with respect to such series in accordance with Section 7.02(a), or 

(ii) inform
such applicants as to the approximate number of Holders of Securities of such
series whose names and addresses appear in the information preserved at the time
by the Trustee with respect to such series in accordance with Section 7.02(a), and as to the approximate cost of mailing to
such Securityholders the form of proxy or other communication, if any, specified
in such application.


If the Trustee shall elect not
to afford such applicants access to such information, the Trustee shall, upon
the written request of such applicants, mail to each Holder of Securities of
such series whose name and address appear in the information preserved at the
time by the Trustee with respect to such series in accordance with
Section 7.02(a), a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
5 days after such tender, the Trustee shall mail to such applicants and file
with the Commission together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interests of the Holders of Securities of such series or
would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Securityholders with reasonable promptness
after the entry of such order and the renewal of such tender; otherwise the
Trustee shall be relieved of any obligation or duty to such applicants
respecting their application.

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(c) Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the Holders of Securities
in accordance with Section
7.02(b), regardless of the source
from which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 7.02(b). 

Section 7.03 Reports by Trustee.


Within 60 days after May 15 in
each year, commencing with the first May 15 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture in
accordance with and to the extent required under Section 313 of the Trust
Indenture Act. 

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

Section 7.04 Reports by Company.


The Company will 


(1) file
with the Trustee, within 15 days after the Company is required to file the same
with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended;
or, if the Company is not required to file information, documents or reports
pursuant to either of such Sections, then it will file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended, in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations; 


77








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

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


ARTICLE EIGHT 

CONSOLIDATION, MERGER,
CONVEYANCE OR TRANSFER 

Section 8.01 Company May Consolidate, etc., Only on Certain Terms. 

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



(1) the
corporation formed by such consolidation or into which the Company is merged or
the Person which acquires by conveyance or transfer the properties and assets of
the Company substantially as an entirety shall be a corporation organized and
existing under the laws of the United States or any State or the District of
Columbia, and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of (and premium, if any) and interest,
if any, on all the Securities and coupons, if any, appertaining thereto and the
performance of every covenant of this Indenture on the part of the Company to be
performed or observed; 

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

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


78







Section 8.02 Successor Corporation Substituted. 

Upon any consolidation or
merger, or any conveyance or transfer of the properties and assets of the
Company substantially as an entirety in accordance with Section 8.01, the successor corporation formed by such
consolidation or into which the Company is merged or to which such conveyance or
transfer 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 corporation had been named as the Company herein, and
thereafter the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture, the Securities and any coupons and may be
liquidated and dissolved.

Section 8.03 Securities to be Secured in Certain Events. 

If, upon any consolidation or
merger of the Company with or into any corporation, or upon the conveyance or
transfer by the Company of its properties and assets substantially as an
entirety in accordance with Section 8.01 hereof to any
Person, any Principal Property owned by the Company or a Restricted Subsidiary
immediately prior thereto would thereupon become subject to any mortgage,
security interest, pledge, lien or encumbrance not permitted by Section 10.05, the Company will, prior to such consolidation,
merger, conveyance or transfer, by indenture supplemental hereto, secure the due
and punctual payment of the principal of (and premium, if any) and interest, if
any, on the Outstanding Securities and coupons, if any, appertaining thereto
(equally and ratably with any other indebtedness of the Company then entitled to
be so secured) by a direct lien on such Principal Property, together with any
other properties and assets of the Company or of any such Restricted Subsidiary,
whichever shall be the owner of any such Principal Property, which would
thereupon become subject to any such mortgage, security interest, pledge, lien
or encumbrance, prior to all liens other than any theretofore existing thereon.


ARTICLE NINE 

SUPPLEMENTAL INDENTURES


Section 9.01 Supplemental Indentures Without Consent of
Securityholders. 

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



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


79








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

(3) to
cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture,
which shall not adversely affect the interests of the Holders of Outstanding
Securities of any series or any coupons appertaining thereto; or 

(4) to
secure payment of the Outstanding Securities equally and ratably with certain
other liens as and to the extent required by this Indenture; or 

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

(6) to add
any additional Events of Default (and if such Events of Default are to be for
the benefit of less than all series of Securities stating that such Events of
Default are expressly being included solely for the benefit of such series); or


(7) to
make any change not otherwise permitted by this Section that does not adversely
affect the rights of any Securityholder; or 

(8) to add
or change or eliminate any provisions of this Indenture as shall be necessary or
desirable in accordance with the Trust Indenture Act; or 


80








(9) to
establish the form and terms of Securities of any series as permitted by
Sections 2.01 and 3.01; or 

(10) to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to Securities of one or more series and to add to or change
any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 6.11(b); or


(11) 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 indenture supplemental hereto which is entitled to the benefit of such
provision. 


Section 9.02 Supplemental Indentures with Consent of Securityholders. 

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



(1) change
(except for extensions pursuant to Section 3.12) the Stated
Maturity of the principal of, or any installment of interest, if any, on, any
Security of such series, or reduce the principal amount thereof or the rate of
interest, if any, thereon or any premium payable upon the redemption thereof, or
reduce the amount of principal of an Original Issue Discount Security that would
be due and payable upon a declaration of acceleration of Maturity thereof
pursuant to Section
5.02, or change the Currency in
which, any Security (or premium, if any) or the interest, if any, thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption
or repayment, on or after the Redemption Date or Repayment Date); or 

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


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(3) modify
any of the provisions of this Section or Section 5.13, 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 of such series affected thereby. 


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

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

Section 9.03 Execution of Supplemental Indentures. 

In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.


Section 9.04 Effect of Supplemental Indentures. 

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

Section 9.05 Conformity with Trust Indenture Act. 

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

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Section 9.06 Reference in Securities to Supplemental Indentures. 

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

ARTICLE TEN 

COVENANTS 

Section 10.01 Payment of Principal, Premium and Interest. 

The Company covenants and
agrees for the benefit of each series of Securities that it will duly and
punctually pay the principal of (and premium, if any) and interest, if any, on
the Securities of such series in accordance with the terms of the Securities and
any coupons appertaining thereto and this Indenture. Unless otherwise specified
as contemplated by Section
3.01 with respect to any series
of Securities, any interest due on Bearer Securities on or before Maturity shall
be payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature. Except
as otherwise specified with respect to the Securities of a series as
contemplated by Section
3.01, the interest, if any, due
in respect of any temporary Global Security or any Permanent Global Security
shall be payable only upon presentation thereof to the Trustee for notation
thereon of the payment of such interest. Unless otherwise specified with respect
to Securities of any series pursuant to Section 3.01, at the option of the Company, all payments of principal may be paid by
check to the registered Holder of the Registered Security or other person
entitled thereto against surrender of such Security. 

83







Section 10.02 Maintenance of Offices or Agencies. 

The Company will maintain in
each Place of Payment for any series of Securities an office or agency where
Securities of that series (but, except as otherwise provided below, unless such
Place of Payment is located outside the United States, not Bearer Securities)
may be presented or surrendered for payment, where Securities of that 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 of such series and
this Indenture may be served. The Company initially designates an office of the
Trustee in the Borough of Manhattan, the City of New York, as its agency, and
the Trustee is hereby appointed initially as its agent thereat, for such
purposes. If Securities of a series are issuable as Bearer Securities, the Company will maintain, subject to any
laws or regulations applicable thereto, an office or agency in a Place of
Payment for such series which is located outside the United States where
Securities of such series and the coupons, if any, appertaining thereto may be
presented and surrendered for payment; provided, however, that if the Securities of such series are listed on the London Stock
Exchange Limited or the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent in London or Luxembourg or any other
required city located outside the United States, as the case may be, so long as
the Securities of such series are listed on such exchange. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of any such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the principal corporate trust office of the Trustee,
and the Company hereby appoints the Trustee, as its agent to receive all such
presentations, surrenders, notices and demands, except that Bearer Securities of
that series and the coupons, if any, appertaining thereto may be presented and
surrendered for payment at the place specified for the purpose pursuant to
Section 3.01. 

No payment of principal of (or
premium, if any), or interest, if any, on Bearer Securities shall be made at any
office or agency of the Company in the United States or by check mailed to an
address in the United States or by transfer to an account maintained with a bank
located in the United States except as may be permitted by United States tax
laws and regulations at the time of such payment without detriment to the
Company; provided, however, payment of
principal of and any premium and interest denominated in Dollars on any Bearer
Security may be made at an office or agency of, and designated by, the Company
located in the United States if (but only if) payment of the full amount of such
principal, premium and interest in Dollars at all offices outside the United
States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions and the Trustee receives an Opinion of Counsel that such
payment within the United States is legal. Unless otherwise provided as
contemplated by Section
3.01 with respect to any series
of Securities, at the option of the Holder of any Bearer Security or related
coupon, payment may be made by check in the Currency designated for such payment
pursuant to the terms of such Bearer Security presented or mailed to an address
outside the United States or by transfer to an account in such Currency
maintained by the payee with a bank located outside the United
States.

84







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

Section 10.03 Money for Securities Payments to be Held in Trust. 

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


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

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


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

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

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


85







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

Any money deposited with the
Trustee or any Paying Agent or then held by the Company in trust for the payment
of the principal of (and premium, if any) or interest, if any, on any Security
of any series and the coupons, if any, appertaining thereto and remaining
unclaimed for 2 years after such principal (and premium, if any) or interest, if
any, has become due and payable shall be paid to the Company on Company Request,
or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Security or coupons shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company
mail to each such Holder or cause to be published once in an Authorized
Newspaper in each Place of Payment with respect to Securities of such series,
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 or
publication, any unclaimed balance of such money then remaining will be repaid
to the Company. 

Section 10.04 Statement as to Compliance. 

The Company will deliver to
the Trustee, within 120 days after the end of each fiscal year (which at the
date hereof ends on September 30), a written statement signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, stating that 


(1) a
review of the activities of the Company during such year and of performance
under this Indenture has been made under his supervision and 

(2) to the
best of his knowledge, based on such review, the Company has fulfilled all its
obligations under this Indenture throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to him and the nature and status thereof. 


86







Section 10.05 Limitations on Liens.


The Company shall not at any
time create, incur, assume or suffer to exist, and shall not cause, suffer or
permit a Restricted Subsidiary to create, incur, assume or suffer to exist, any
Secured Debt without making effective provision (and the Company covenants that
in such case it will make or cause to be made effective provision) whereby the
Securities then outstanding shall be secured equally and ratably with such
Secured Debt, so long as such Secured Debt shall exist; provided, however, that this Section 10.05 shall not
prevent any of the following: 

(a) Secured Debt existing at the date of this Indenture; 

(b) (i)
any mortgage, security interest, pledge, lien or encumbrance on any property
hereafter acquired (including acquisition through merger or consolidation) or
constructed by the Company or a Restricted Subsidiary and created
contemporaneously with, or within twelve months after, such acquisition or the
completion of construction to secure or provide for the payment of all or any
part of the purchase price of such property or the cost of construction thereof,
as the case may be; or (ii) any mortgage on property (including any unimproved
portion of partially improved property) of the Company or a Restricted
Subsidiary created within twelve months of completion of construction of a new
plant or plants on such property to secure all or part of the cost of such
construction; or (iii) the acquisition of property subject to any mortgage,
security interest, pledge, lien or encumbrance upon such property existing at
the time of acquisition thereof, whether or not assumed by the Company or such
Restricted Subsidiary; 

(c) liens
on capital stock hereafter acquired by the Company or any Restricted Subsidiary,
provided, that, the aggregate cost to the Company and its
Restricted Subsidiaries of all capital stock subject to such liens does not
exceed 15% of Consolidated Net Tangible Assets; 

(d) any
mortgage, security interest, pledge, lien or encumbrance: (i) securing
indebtedness of a corporation which is a successor to the Company to the extent
permitted by Article
Eight; or (ii) securing
indebtedness of a Restricted Subsidiary outstanding at the time it became a
Restricted Subsidiary; or (iii) securing indebtedness of any Person outstanding
at the time it is merged with, or all or substantially all of its properties are
acquired by, the Company or any Restricted Subsidiary, provided, that, such mortgage, security interest, pledge, lien or encumbrance
does not extend to any other properties of the Company or any Restricted
Subsidiary; or (iv) existing on the property or on the outstanding shares or
indebtedness of a corporation at the time it becomes a Restricted Subsidiary; or
(v) created, incurred or assumed in connection with any industrial revenue bond,
pollution control bond or similar financing arrangement between the Company or
any Restricted Subsidiary and any Federal, State or municipal government or
other governmental body or agency; 

87








(e) any
mortgage, security interest, pledge, lien or encumbrance created in connection
with any extension, renewal or refunding (or successive extensions, renewals or
refundings), in whole or in part, of any indebtedness secured by a mortgage,
security interest, pledge, lien or encumbrance permitted by the foregoing
provisions of this Section
10.05 upon the same property
theretofore subject thereto (plus improvements on such property),
provided, that, the amount of such indebtedness
outstanding at that time shall not be increased; 

(f) liens,
pledges or deposits made in connection with contracts (which term includes
subcontracts under such contracts) with or made at the request of the United
States or any department or agency thereof, insofar as such liens, pledges or
deposits relate to property manufactured, installed or constructed by or to be
supplied by, or property furnished to, the Company or a Restricted Subsidiary
pursuant to, or to enable the performance of, such contracts, or property the
manufacture, installation, construction or acquisition of which is financed
pursuant to, or to enable the performance of, such contracts; or deposits or
liens, made pursuant to such contracts, of or upon moneys advanced or paid
pursuant to, or in accordance with the provisions of, such contracts, or of or
upon any materials or supplies acquired for the purpose of the performance of
such contracts; or the assignment or pledge, to the extent permitted by law, of
the right, title and interest of the Company or a Restricted Subsidiary in and
to any such contract, or in and to any payments due or to become due thereunder,
to secure indebtedness incurred for funds or other property supplied,
constructed or installed for or in connection with the performance by the
Company or such Restricted Subsidiary of its obligations under such contracts;


(g) mechanics', materialmen's, carriers' or other like liens, and pledges or
deposits made in the ordinary course of business to obtain the release of any
such liens or the release of property in the possession of a common carrier;
good faith deposits in connection with tenders, leases of real estate or bids or
contracts (other than contracts involving the borrowing of money); pledges or
deposits to secure public or statutory obligations; deposits to secure (or in
lieu of) surety, stay, appeal or customs bonds; and deposits to secure the
payment of taxes, assessments, customs duties or other similar charges;


(h) any
mortgage, security interest, pledge, lien or encumbrance arising by reason of
deposits with, or the giving of any form of security to, any governmental agency
or any body created or approved by law or governmental regulation, which is
required by law or governmental regulation as a condition to the transaction of
any business, or the exercise of any privilege or license, or to enable the
Company or a Restricted Subsidiary to maintain self-insurance or to participate
in any arrangements established by law to cover any insurance risks or in
connection with workmen's compensation, unemployment insurance, old age pensions, social security
or similar matters; 

88 







(i) the
liens of taxes, assessments or other governmental charges or levies not at the
time due, or the validity of which is being contested in good faith; 

(j) judgment liens, so long as the finality of such judgment is being
contested in good faith and execution thereon is stayed; 

(k) easements or similar encumbrances, the existence of which does not impair
the use of the property subject thereto for the purposes for which it is held or
was acquired; 

(l) the
landlord's interest under any lease of property; 

(m) leases
granted to others in the ordinary course of business; 

(n) Sale
and Lease-Back Transactions (as defined in Section 10.06) to the extent permitted by Section 10.06; and 

(o) contracts for the manufacture, construction, installation or supply of
property, products or services providing for a mortgage, security interest,
pledge, lien or encumbrance upon advance, progress or partial payments made
pursuant to such contracts and upon any material or supplies acquired,
manufactured, constructed, installed or supplied in connection with the
performance of such contracts to secure such advance, progress or partial
payments. 

Notwithstanding the foregoing
provisions of this Section
10.05, the Company and any one or
more Restricted Subsidiaries may create, incur, assume or suffer to exist
Secured Debt which would otherwise be subject to the foregoing restrictions in
an aggregate amount which, together with all other Secured Debt of the Company
and its Restricted Subsidiaries which would otherwise be subject to the
foregoing restrictions (not including Secured Debt permitted under
subparagraphs (a) through
(o) above) and the aggregate
value of the Sale and Lease-Back Transactions in existence at such time (not
including Sale and Lease-Back Transactions the proceeds of which have been or
will be applied in accordance with Clause (b) of
Section 10.06), does not at the time exceed 15% of Consolidated
Net Tangible Assets. 

Section 10.06 Limitations on Sale and Lease-Back. 

The Company will not, and will
not permit any Restricted Subsidiary to, sell or transfer (except to the Company
or one or more Restricted Subsidiaries, or both) any Principal Property owned by
it and which has been in full operation for more than 180 days prior to such sale or transfer with the
intention (i) of taking back a lease on such property, except a lease for a
temporary period (not exceeding 36 months), and (ii) that the use by the Company
or such Restricted Subsidiary of such property will be discontinued on or before
the expiration of the term of such lease (any such transaction being herein
referred to as a "Sale and Lease-Back Transaction"), unless 



89








(a) the
Company or such Restricted Subsidiary would be entitled, pursuant to the
provisions of Section
10.05 hereof, to incur Secured
Debt equal in amount to the amount realized or to be realized upon such sale or
transfer secured by a mortgage on the property to be leased without equally and
ratably securing the Securities; or

(b) the
Company or a Restricted Subsidiary shall, within 180 days of the effective date
of any such transaction, apply an amount equal to the value of the property so
leased (i) to the retirement (other than any mandatory retirement) of
Consolidated Funded Debt or indebtedness then outstanding of the Company or any
Restricted Subsidiary that was Funded Debt at the time it was created (other
than Consolidated Funded Debt or such other indebtedness owned by the Company or
any Restricted Subsidiary), or (ii) to the purchase of Principal Property having
a value at least equal to the value of such property; provided, however, that the amount to be so applied pursuant to the
preceding Clause
(i) or (ii) shall be reduced by (A) the principal amount of any Securities delivered
within 180 days of the effective date of any such transaction to the Trustee for
retirement and cancellation, and (B) the principal amount of Consolidated Funded
Debt or indebtedness that was Funded Debt at the time it was created (other than
Securities) retired by the Company or a Restricted Subsidiary within 180 days of
the effective date of any such transaction; or 

(c) the
Sale and Lease-Back Transaction involved was an industrial revenue bond,
pollution control bond or similar financing arrangement between the Company or
any Restricted Subsidiary and any Federal, State or municipal government or
other governmental body or agency. 

The term "value" shall mean,
with respect to a Sale and Lease-Back Transaction, as of any particular time,
the amount equal to the greater of (i) the net proceeds of the sale of the
property leased pursuant to such Sale and Lease-Back Transaction or (ii) the
fair value of such property at the time of entering into such Sale and
Lease-Back Transaction, as determined by the Board of Directors, in either case
divided first by the number of full years of the term of the lease and then
multiplied by the number of full years of such term remaining at the time of
determination, without regard to any renewal or extension options contained in
the lease. 


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Section 10.07 Limitations on Change in Subsidiary Status. 

The Company may designate any
Subsidiary as an Unrestricted Subsidiary or as a Restricted Subsidiary, subject
to the provisions set forth below: 

(a) the
Company will not permit any Subsidiary to be designated as an Unrestricted
Subsidiary unless at the time of such designation the Subsidiary so designated
does not own, directly or indirectly, any capital stock of any Restricted
Subsidiary or any Funded Debt or Secured Debt of the Company or any Restricted
Subsidiary; 

(b) the
Company will not permit any Restricted Subsidiary to be designated as, or
otherwise to become, an Unrestricted Subsidiary unless immediately after such
Restricted Subsidiary becomes an Unrestricted Subsidiary, no Event of Default,
and no event which, after notice or lapse of time or both, would become an Event
of Default, shall exist; 

(c) the
Company will not permit any Unrestricted Subsidiary to be designated as a
Restricted Subsidiary unless immediately after such Unrestricted Subsidiary
becomes a Restricted Subsidiary, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default, shall exist;
and 

(d) promptly after the designation of any Subsidiary as an Unrestricted
Subsidiary or as a Restricted Subsidiary, there shall be filed with the Trustee,
an Officers' Certificate stating that the provisions of this Section have been
complied with in connection with such designation. 

Section 10.08 Waiver of Covenants.


The Company may omit in any
particular instance to comply with any covenant or condition set forth in
Sections 10.05, 10.06 and 10.07 with respect to the Securities of any series, if before or after the
time for such compliance the Holders of at least a majority in principal amount
of the Securities of such series at the time Outstanding shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition shall
remain in full force and effect. 

Section 10.09 Defeasance of Certain Obligations. 

If this Section 10.09 has been
specified in accordance with Section 3.01 to be
applicable to Securities of any series, the Company may omit to comply with any
term, provision or condition set
forth in Sections
10.05, 10.06 and 10.07, and Section 5.01(c) with
respect to Sections
10.05, 10.06 and 10.07 shall be deemed not to be an Event of Default, in
each case with respect to the Securities of that series, when 

91 







(1) with
reference to this Section
10.09, the Company has deposited
or caused to be deposited with the Trustee irrevocably (irrespective of whether
the conditions in Clauses
(2), (3), (4), (5) and (6)
below have been satisfied, but subject to the provisions of Section 4.02(b) and the last paragraph of Section 10.03) as trust funds in trust for the purpose,


(A) moneys, or 

(B) securities evidencing direct general obligations of, or obligations the
payment of the principal and interest of which are unconditionally guaranteed
by, the United States, which obligations, or the guaranty of which, constitutes
the full faith and credit obligation of the United States, which securities
shall not be callable or redeemable at the option of the issuer and which
securities mature and bear interest in such amount and at such times as will
provide moneys, or 

(C) a
combination thereof, 

in an amount sufficient to pay
(without reinvestment) and discharge the principal of (and premium, if any) and
each installment of principal of (and premium, if any) and interest, if any, on
such Outstanding Securities and any coupons appertaining thereto on the Stated
Maturity of such principal or installment of principal or interest, if any, or
any mandatory sinking fund payments or analogous payments applicable to
Securities of such series on the day on which such payments are due and payable
in accordance with the terms of the Indenture and of such Securities and the
coupons, if any, appertaining thereto; 

(2) the
Company has paid or caused to be paid all other sums payable hereunder by the
Company in respect of the Securities of such series and the coupons, if any,
appertaining thereto; 

(3) such
deposit shall not cause the Trustee with respect to the Securities of that
series to have a conflicting interest for purposes of the TIA with respect to
the Securities of any series; 

(4) no
Event of Default or event which with the giving of notice or lapse of time, or
both, would become an Event of Default with respect to the Securities of that
series shall have occurred or be continuing on the date of such deposit and no
Event of Default under Section
5.01(d) or 5.01(e) or an event which with the giving of notice or lapse of time, or both, would become an Event of Default
under Section
5.01(d) or 5.01(e) shall have occurred and be continuing on the 91st day after such date;


92 







(5) the
Company has delivered to the Trustee an Opinion of Counsel to the effect that
Holders of the Securities of such series and the coupons, if any, appertaining
thereto will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit and defeasance of certain obligations and will be
subject to Federal income tax on the same amount and in the same manner and at
the same times as would have been the case if such deposit and defeasance had
not occurred; and 

(6) the
Company has delivered to the Trustee (A) an Officers' Certificate and an Opinion
of Counsel each stating that all conditions precedent herein provided for
relating to the defeasance in respect of the Securities of such series
contemplated by this Section have been complied with and (B) if securities have
been deposited pursuant to Clause
(1) of this Section, a
certificate of independent certified public accountants stating that such
securities mature and bear interest in such amounts and at such times as will
(together with any moneys otherwise provided pursuant to Clause (1) of this Section) provide sufficient moneys as provided in
Clause (1) of this Section. 

Section 10.10 Additional Amounts.


If the Securities of a series
provide for the payment of additional amounts as contemplated by Clause (13) of Section
3.01, the Company will pay to the
Holder of any Security of such series or any coupon appertaining thereto
additional amounts upon the terms and subject to the conditions provided
therein. Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of (or premium, if any) or interest, if any, on or in
respect of, any Security of any series or the payment of any coupon appertaining
thereto or the net proceeds received at Maturity or on the sale or exchange of
any Security of any series, such mention shall be deemed to include mention of
the payment of additional amounts provided for in this Section to the extent
that, in such context, additional amounts are, were or would be payable in
respect thereof pursuant to the provisions of this Section and express mention
of the payment of additional amounts (if applicable) in any provisions hereof
shall not be construed as excluding additional amounts in those provisions
hereof where such express mention is not made. 

93 







If the Securities of a series
provide for the payment of additional amounts, at least 10 days prior to the
first Interest Payment Date with respect to such series (or if the Securities of
such series will not bear interest prior to Maturity, the first day on which a
payment of principal (and
premium, if any) is made), and at least 10 days prior to each date of payment of
principal (and premium, if any) or interest, if any, if there has been any
change with respect to the matters set forth in the below-mentioned Officers'
Certificate, the Company will furnish the Trustee and the Company's principal
Paying Agent or Paying Agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal of (or premium, if any) or interest, if any,
on the Securities of such series shall be made to Holders of Securities of such
series or any coupons appertaining thereto who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such withholding
shall be required, then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities or coupons and the Company will pay to the Trustee or such Paying
Agent the additional amounts, if any, required by this Section. The
Company covenants to indemnify the Trustee and any Paying Agent for, and to hold
them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section.

ARTICLE ELEVEN

REDEMPTION OF
SECURITIES

Section 11.01 Right of
Redemption.

The Securities of each series
shall be subject to such optional redemption or mandatory redemption, or both,
as shall be set forth in the Board Resolution or supplemental indenture in or
pursuant to which such series is established.

Section
11.02 Applicability of Article.

Redemption of Securities of
any series at the election of the Company or otherwise, as permitted or required
by their terms, shall be made in accordance with such terms and, except as
otherwise specified pursuant to Section 3.01 for the Securities of such
series, this Article Eleven.

Section 11.03 Election
to Redeem; Notice to Trustee.

In case of any redemption at
the election of the Company of less than all the Securities of any series, the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee) notify
the Trustee of such Redemption Date
and of the principal amount of Securities of such series to be redeemed.


94







Section 11.04 Selection by Trustee of Securities to be Redeemed. 

Except as otherwise provided
pursuant to Section
3.01, if less than all the
Securities of any series are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
of the principal of Securities of such series of a denomination larger than
$1,000. The portions of the principal of Securities so selected for partial
redemption shall be equal to $1,000 or the smallest authorized denomination of
the Securities of such series, whichever is greater, or an integral multiple
thereof. 

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

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

Section 11.05 Notice of Redemption.


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

All notices of redemption
shall state: 

(1) the
Redemption Date, 

(2) the
Redemption Price, 

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

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

95 







(5) the
place or places where such Securities, together in the case of Bearer Securities
with all coupons, if any, appertaining thereto maturing after the Redemption
Date are to be surrendered for payment of the Redemption Price and accrued
interest, if any, which shall be the office or agency of the Company in each
Place of Payment with respect to Securities of such series, 

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

(7) that
Bearer Securities may be surrendered for payment only at such place or places
outside the United States, except as otherwise specified in Section 10.02, and unless otherwise specified in such notice,
Bearer Securities of any series, if any, surrendered for redemption must be
accompanied by all coupons maturing subsequent to the date fixed for redemption
or the amount of any such missing coupon or coupons will be deducted from the
Redemption Price, unless security or indemnity satisfactory to the Company, the
Trustee for such series and any Paying Agent is furnished, and 

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

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

Failure to give such notice to
the Holder of any Security or any defect in such notice given to the Holder of
any Security shall not affect the validity of the proceedings for any other
Security or part thereof. 

Section 11.06 Deposit of Redemption Price. 

Prior to any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section
10.03) an amount of money
sufficient to pay the Redemption Price of and (except if the Redemption Date
shall be an Interest Payment Date), accrued interest, if any, to the Redemption
Date on all the Securities which are to be redeemed on that date.


96 








Section 11.07 Securities Payable on Redemption Date. 

Notice of redemption having
been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, together with accrued interest, if any, to the Redemption Date, and
from and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest, if any) such Securities shall cease to
bear interest and the coupons for such interest appertaining to any Bearer
Security so to be redeemed, except to the extent provided below, shall be void.
Upon surrender of such Securities for redemption in accordance with said notice
together with all coupons, if any, appertaining thereto maturing after the
Redemption Date, such Securities shall be paid by the Company at the Redemption
Price, together with accrued interest to the Redemption Date; provided, however, that installments of any interest on Bearer
Securities of such series the Stated Maturity of which interest is on or prior
to the Redemption Date shall be payable (but without interest thereon, unless
the Company shall default in the payment thereof) only at an office or agency
outside the United States (except as otherwise provided in Section 10.02) and, unless otherwise specified with respect to
the Securities of such series pursuant to Section 3.01, only upon
presentation and surrender of coupons for such interest; and provided, further, that, unless otherwise specified with respect to
the Securities of such series pursuant to Section 3.01, installments
of any interest on Registered Securities of such series the Stated Maturity of
which interest is on or prior to the Redemption Date shall be payable (but
without interest thereon, unless the Company shall default in the payment
thereof) to the Holders of such Registered Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Regular Record Dates according to their terms and the provisions of
Section 3.07. 

If a Bearer Security of any
series surrendered for redemption shall not be accompanied by all coupons, if
any, appertaining thereto maturing after the Redemption Date, such Bearer
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons or the surrender of such missing
coupon or coupons may be waived by the Company if there is furnished to the
Company and the Trustee such security or indemnity as they may require to save
each of them and any agent of them harmless. If thereafter the Holder of such
Bearer Security shall surrender to the Trustee or any Paying Agent in respect of
such series any such missing coupon in respect of which a deduction shall have
been made from the Redemption Price, such Holder shall be entitled to receive
the amount so deducted without interest thereon; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States (except as
otherwise provided in Section
10.02) and, unless otherwise
specified with respect to the Securities of such series pursuant to
Section 3.01, only upon presentation and surrender of those
coupons. 

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

97 







Section
11.08 Securities Redeemed in Part.

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

ARTICLE TWELVE

SINKING FUNDS

Section 12.01 Applicability of Article.

Redemption or retirement of
Securities of any series through operation of a sinking fund, as permitted or
required by their terms, shall be made in accordance with such terms and, except
as otherwise specified as contemplated by Section 3.01 for the Securities
of such series, this Article.

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

Section
12.02 Satisfaction of Sinking Fund Payments with
Securities.

98







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

Section
12.03 Redemption of Securities for Sinking Fund.

Not less than 60 days prior to
each sinking fund payment date for any series of Securities or such shorter
period as shall be satisfactory to the Trustee, the Company will deliver to the
Trustee an Officers' Certificate specifying the amount of the next ensuing
sinking fund payment for Securities of such series pursuant to the terms of such
Securities, the portion thereof, if any, which is to be satisfied by payment of
cash and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of such series pursuant to Section 12.02 and will
also deliver to the Trustee any Securities to be so delivered. The Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 11.04 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.05. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.07 and 11.08.

ARTICLE THIRTEEN

MEETINGS OF HOLDERS OF
SECURITIES

Section 13.01 Purposes
for Which Meetings May Be Called.

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

99 







Section 13.02 Call, Notice and Place of Meetings. 

(a) The
Trustee may at any time call a meeting of Holders of Securities of any series
issuable in whole or in part as Bearer Securities for any purpose specified in
Section 13.01, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, or in London as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section
l.06, not less than 21 nor more
than 180 days prior to the date fixed for the meeting. 

(b) In
case at any time the Company, pursuant to a Board Resolution, or the Holders of
at least 10% in principal amount of the Outstanding Securities of any series
shall have requested the Trustee to call a meeting of the Holders of Securities
of such series for any purpose specified in Section 13.01, by written request setting forth in reasonable
detail the action proposed to be taken at such meeting, and the Trustee shall
not have made the first publication of the notice of such meeting within 21 days
after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company or the Holders of
Securities of such series in the amount above specified, as the case may be, may
determine the time and the place in the Borough of Manhattan, The City of New
York, or in London for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in Subsection (a)
of this Section. 

Section 13.03 Persons Entitled to Vote at Meetings. 

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

Section 13.04 Quorum; Action.


The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series;
provided, however, that if any
action is to be taken at such meeting with respect to a consent or waiver which
is required to be given by the Holders of not less than a greater percentage in
such principal amount as this Indenture expressly specifies or as shall have been specified with respect to the
Securities of such series pursuant to Section 3.01, the Persons
entitled to vote such greater percentage in principal amount of the Outstanding
Securities of such series shall constitute a quorum. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting shall,
if convened at the request of Holders of Securities of such series, be
dissolved. In the absence of a quorum in any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairperson
of the meeting prior to the adjournment of such meeting. In the absence of a
quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by the chairperson
of the meeting prior to the adjournment of such adjourned meeting. Subject to
Section 13.05, notice of the reconvening of any adjourned
meeting shall be given as provided in Section 13.02(a), except
that such notice need be given only once not less than five days prior to the
date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum. 

100 







Except as limited by the
proviso to Section
9.02, any resolution presented to
a meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as
limited by the proviso to Section
9.02, any resolution with respect
to any consent or waiver which is required to be given by the Holders of not
less than a greater percentage in such principal amount as shall have been
specified with respect to the Securities of such series pursuant to this
Indenture or Section
3.01 may be adopted at a meeting
or an adjourned meeting duly reconvened and at which a quorum is present as
aforesaid only by the affirmative vote of the Holders of such greater percentage
in principal amount of the outstanding Securities of that series; and
provided, further, that, except as
limited by the proviso to Section
9.02, any resolution with respect
to any request, demand, authorization, direction, notice, consent, waiver or
other action which this Indenture expressly provides may be made, given or taken
by the Holders of a specified percentage, which is less than a majority in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of that series. 

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

101 







Section 13.05 Determination of Voting Rights; Conduct and Adjournment
of Meetings. 

(a) Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of such series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section l.04 and the appointment of any proxy shall be proved
in the manner specified in Section
l.04 or, in the case of Bearer
Securities, by having the signature of the person executing the proxy witnessed
or guaranteed by any trust company, bank or banker authorized by Section l.04 to certify to the holding of Bearer Securities.
Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section
l.04 or other proof. 

(b) The
Trustee shall, by an instrument in writing, appoint a temporary chairperson of
the meeting, unless the meeting shall have been called by the Company or by
Holders of Securities as provided in Section 13.02(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairperson. A
permanent chairperson and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting. 

(c) At any
meeting each Holder of a Security of such series or proxy shall be entitled to
one vote for each $1,000 principal amount (or, in case the Securities of such
series are denominated in a Foreign Currency, the equivalent thereof) of
Securities of such series held or represented by such Person; 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 chairperson of the meeting to be not Outstanding. The chairperson of the
meeting shall have no right to vote, except as a Holder of a Security of such
series or proxy. 

(d) Any
meeting of Holders of Securities of any series duly called pursuant to
Section 13.02 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice. 

102 







Section 13.06 Counting
Votes and Recording Action of Meetings.

The vote upon any resolution
submitted to any meeting of Holders of Securities of any series shall be by
written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the principal
amounts and serial numbers of the Outstanding Securities of such series held or
represented by them. The permanent chairperson of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in triplicate of all votes cast at
the meeting. A record, at least in triplicate, of the proceedings of each
meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 13.02 and, if applicable, Section 13.04. Each copy shall be signed and verified by the affidavits of the permanent
chairperson and secretary of the meeting and one such copy shall be delivered to
the Company and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any
record so signed and verified shall be conclusive evidence of the matters
therein stated.

ARTICLE FOURTEEN

REPAYMENT AT THE OPTION OF
HOLDERS

Section
14.01 Applicability of Article.

Securities of any series which
are repayable at the option of the Holders thereof before their Stated Maturity
shall be repaid in accordance with their terms and (except as otherwise
specified pursuant to Section 3.01 for Securities of such series) in
accordance with this Article.

Section
14.02 Repayment of Securities.

Each Security which is subject
to repayment in whole or in part at the option of the Holder thereof on a
Repayment Date shall, unless otherwise provided in its terms, be repaid at the
applicable Repayment Price together with interest accrued to such Repayment Date
as specified pursuant to Section 3.01.

Section 14.03 Exercise
of Option; Notice.

103 







Each Holder desiring to exercise such Holder's
option for repayment shall, as conditions to such repayment, surrender the Security to be repaid in whole or in part together
with written notice of the exercise of such option at any office or agency of the Company in the Place of Payment, not less than
30 nor more than 45 days prior to the Repayment Date; provided, however, that surrender of Bearer Securities together
with written notice of exercise of such option shall be made at an office or agency located outside the United States except as
otherwise provided in Section 10.02. Such notice, which shall be irrevocable, shall specify the principal amount of such
Security to be repaid, which shall be equal to the minimum authorized denomination for such Security or an integral multiple thereof,
and shall identify the Security to be repaid and, in the case of a partial repayment of the Security, shall specify the denominations
of the Security or Securities of the same series to be issued to the Holder for the portion of the principal of the Security surrendered
which is not to be repaid. 

If any Bearer Security
surrendered for repayment shall not be accompanied by all unmatured coupons and
all matured coupons in default, such Bearer Security may be paid after deducting
from the Repayment Price an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall surrender to the Trustee or
any Paying Agent any such missing coupon in respect of which a deduction shall
have been made from the Repayment Price, such Holder shall be entitled to
receive the amount so deducted without interest thereon; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States except as
otherwise provided in Section
10.02. 

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


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

104 







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

Section 14.04 Election
of Repayment by Remarketing Entities.

The Company may elect with respect to Securities
of any series which are repayable at the option of the Holders thereof before their Stated Maturity, at any time prior to any
Repayment Date to designate one or more Remarketing Entities to purchase, at a price equal to the Repayment Price, Securities
of such series from the Holders thereof who give notice and surrender their Securities in accordance with Section 14.03.

Section
14.05 Securities Payable on the Repayment Date.

Notice of exercise of the
option of repayment having been given and the Securities so to be repaid having
been surrendered as aforesaid, such Securities shall, unless purchased in
accordance with Section 14.04, on the Repayment Date become due and
payable at the price therein specified and from and after the Repayment Date
such Securities shall cease to bear interest and shall be paid on the Repayment
Date, and the coupons for such interest appertaining to Bearer Securities so to
be repaid, except to the extent provided above, shall be void, unless the
Company shall default in the payment of such price in which case the Company
shall continue to be obligated for the principal amount of such Securities and
shall be obligated to pay interest on such principal amount at the rate borne by
such Securities from time to time until payment in full of such principal
amount.

ARTICLE FIFTEEN

IMMUNITY OF INCORPORATORS,
SHAREOWNERS,
OFFICERS AND
DIRECTORS

Section
15.01 Exemption from Individual Liability.

105 







No recourse under or upon any
obligation, covenant or agreement of this Indenture, or of any Security or the
coupons, if any, appertaining thereto, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator, shareowner,
officer or director, as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations,
and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, shareowners, officers or directors, as such, of
the Company or of any successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or the coupons, if any, appertaining thereto or implied
therefrom; and that any and all such personal liability, either at common law or
in equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, shareowner, officer or director, as
such, because of the creation of the indebtedness hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in this
Indenture or in any Securities of any series or any coupon appertaining thereto
or implied therefrom, are hereby expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issue of
such Securities and coupons. 

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


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

		      	MERITOR,
      INC.
			  
	[CORPORATE
      SEAL]		
			  
			By: 
    	  
			Title: Senior
      Vice President,
		 	          General
      Counsel and
			          Corporate
      Secretary



	Attest:
	 
    
	  
	Title:



106 







			THE BANK OF NEW YORK MELLON TRUST
		      	COMPANY, N.A., as Trustee
			  
	[CORPORATE SEAL]		
			  
			By:  	 
		 	Title: Vice
President



	Attest:
	 
    
	  
	Authorized
      Officer



107 







EXHIBIT A 
FORMS OF
CERTIFICATION 

EXHIBIT A-1 

FORM OF CERTIFICATE TO BE
GIVEN BY 
PERSON ENTITLED TO RECEIVE BEARER SECURITY 
OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE
EXCHANGE DATE 

CERTIFICATE 

[INSERT TITLE OR SUFFICIENT
DESCRIPTION 
OF SECURITIES TO BE DELIVERED] 

This is to certify that as of
the date hereof, and except as set forth below, the above-captioned Securities
held by you for our account (i) are owned by person(s) that are not citizens or
residents of the United States, domestic partnerships, domestic corporations or
any estate or trust the income of which is subject to United States federal
income taxation regardless of its source ("United States person(s)"), (ii) are
owned by United States person(s) that are (a) foreign branches of United States
financial institutions (financial institutions, as defined in United States
Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as
"financial institutions") purchasing for their own account or for resale, or (b)
United States person(s) who acquired the Securities through foreign branches of
United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case (a)
or (b), each such United States financial institution hereby agrees, on its own
behalf or through its agent, that you may advise Meritor, Inc. or its agent that
such financial institution will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States or
foreign financial institution(s) for purposes or resale during the restricted
period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or foreign
financial institution described in clause (iii) above (whether or not also
described in clause (i) or (ii)), this is to further certify that such financial
institution has not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States or
its possessions. 

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

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

A-1-1 







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

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

Dated:_______________

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


	[Name of Person
      Making Certification]
	  
	  
	Name:
	Title:




	(AUTHORIZED
      SIGNATORY)
	 
    
	  



A-1-2 







EXHIBIT A-2 

FORM OF CERTIFICATE TO BE
GIVEN BY EUROCLEAR 
AND CEDEL IN 
CONNECTION WITH THE EXCHANGE OF A PORTION OF A 
TEMPORARY GLOBAL
SECURITY OR TO OBTAIN INTEREST 
PAYABLE PRIOR TO THE EXCHANGE DATE 

CERTIFICATE 

[INSERT TITLE OR SUFFICIENT
DESCRIPTION 
OF SECURITIES TO BE DELIVERED] 

This is to certify that based
solely on written certifications that we have received in writing, by tested
telex or by electronic transmission from each of the persons appearing in our
records as persons entitled to a portion of the principal amount set forth below
(our "Member Organizations") substantially in the form attached hereto, as of
the date hereof, [U.S.$] ______ principal amount of the above-captioned
Securities (i) is owned by person(s) that are not citizens or residents of the
United States, domestic partnerships, domestic corporations or any estate or
trust the income of which is subject to United States Federal income taxation
regardless of its source ("United States person(s)"), (ii) is owned by United
States person(s) that are (a) foreign branches of United States financial
institutions (financial institutions, as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v) are herein referred to as "financial institutions")
purchasing for their own account or for resale, or (b) United States person(s)
who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such
financial institution has agreed, on its own behalf or through its agent, that
we may advise Meritor, Inc. or its agent that such financial institution will
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is
owned by United States or foreign financial institution(s) for purposes of
resale during the restricted period (as defined in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)) and, to the further effect, that
financial institutions described in clause (iii) above (whether or not also
described in clause (i) or (ii)) have certified that they have not acquired the
Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions. 

A-2-1 







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

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


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

Dated:_______________

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


	[MORGAN GUARANTY TRUST
	COMPANY OF NEW YORK, BRUSSELS
	OFFICE, as Operator of the
  Euroclear
	System]
	[CEDEL]
	  	
	By 
    	  
	 	Name:
		Title:




A-2-2