Exhibit 4(z)


GENERAL ELECTRIC CAPITAL CORPORATION


DEBT SECURITIES


	
  

 	
  

 	
  

 
	
  

 	
 

 	
  

 






SECURED NOTES INDENTURE 

Dated as of [            ]


	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 The Bank of New York Mellon

 	
  

 
	
  

 	
 as Trustee

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 









TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	

 


 
	
 Article One
 Definitions

 	
  

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 1.01.

 	
 Definitions

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Article Two
 Description, Execution, Registration and Exchange of Debt Securities

 	
  

 	
 4

 
	
  

 	
  

 	
  

 
	
  

 	
 Section
 2.01.

 	
 Form and Dating

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 2.02.

 	
 Reserved

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 2.03.

 	
 Authentication

 	
  

 	
 8

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 2.04.

 	
 Date;
 Denomination and Numbering of Debt Securities

 	
  

 	
 9

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 2.05.

 	
 Execution of Debt Securities

 	
  

 	
 9

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 2.06.

 	
 Exchange and Registration of Transfer of
 Debt Securities

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 2.07.

 	
 Mutilated, Destroyed, Lost or Stolen Debt
 Securities

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 2.08.

 	
 Temporary Debt Securities

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 2.09.

 	
 Cancellation of Debt Securities Paid, etc.

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 2.10.

 	
 Computation of Interest

 	
  

 	
 13

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Article
 Three Redemption of Debt Securities

 	
  

 	
 14

 
	
  

 	
  

 	
  

 
	
  

 	
 Section
 3.01.

 	
 Applicability of Article

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 3.02.

 	
 Notice of Optional Redemption; Selection of
 Debt Securities

 	
  

 	
 14

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 3.03.

 	
 Payment of Debt Securities Called for
 Optional Redemption

 	
  

 	
 15

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Article Four
 Particular Covenants of the Company

 	
  

 	
 15

 
	
  

 	
  

 	
  

 
	
  

 	
 Section
 4.01.

 	
 Payment of Principal, Premium and Interest

 	
  

 	
 15

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 4.02.

 	
 Offices for Notices and Payments, etc.

 	
  

 	
 15

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 4.03.

 	
 Appointments to Fill Vacancies in Trustee’s
 Office

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 4.04.

 	
 Provision as to Paying Agent

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 4.05.

 	
 Statement as to Compliance; Opinion as to
 Maintenance of Lien

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Article Five
 Holder Lists and Reports by the Company and the Trustee

 	
  

 	
 18

 
	
  

 	
  

 	
  

 
	
  

 	
 Section
 5.01.

 	
 Holder Lists

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 5.02.

 	
 Reports by the Company

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 5.03.

 	
 Reports by the Trustee

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Article Six
 Remedies of the Trustee and Holder on Event of Default

 	
  

 	
 18

 
	
  

 	
  

 	
  

 
	
  

 	
 Section
 6.01.

 	
 Events of Default

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 6.02.

 	
 Payment of Debt Securities on Default; Suit
 Therefor

 	
  

 	
 20

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 6.03.

 	
 Application of Moneys Collected by Trustee

 	
  

 	
 22

 


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 Section
 6.04.

 	
 Proceedings by Holders

 	
  

 	
 22

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 6.05.

 	
 Proceedings by Trustee

 	
  

 	
 23

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 6.06.

 	
 Remedies Cumulative and Continuing

 	
  

 	
 23

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 6.07.

 	
 Direction of Proceedings and Waiver of
 Defaults by Holders

 	
  

 	
 23

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 6.08.

 	
 Notice of Defaults

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 6.09.

 	
 Undertaking to Pay Costs

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Article
 Seven Concerning the Trustee

 	
  

 	
 24

 
	
  

 	
  

 	
  

 
	
  

 	
 Section
 7.01.

 	
 Duties and Responsibilities of Trustee

 	
  

 	
 24

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.02.

 	
 Reliance on Documents,
 Opinions, etc.

 	
  

 	
 26

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.03.

 	
 No Responsibility for Recitals, etc.

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 7.04.

 	
 Ownership of Debt Securities

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 7.05.

 	
 Moneys to be Held in Trust

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 7.06.

 	
 Compensation and Expenses of Trustee

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 7.07.

 	
 Officer’s Certificate as Evidence

 	
  

 	
 28

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 7.08.

 	
 Disqualification; Conflicting Interests for
 the Trustee

 	
  

 	
 28

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 7.09.

 	
 Eligibility of Trustee

 	
  

 	
 28

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 7.10.

 	
 Resignation or Removal of Trustee

 	
  

 	
 28

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 7.11.

 	
 Acceptance by Successor Trustee

 	
  

 	
 29

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 7.12.

 	
 Succession by Merger, etc.

 	
  

 	
 30

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 7.13.

 	
 Appointment of Authenticating Agent

 	
  

 	
 31

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Article
 Eight Concerning the Holders

 	
  

 	
 32

 
	
  

 	
  

 	
  

 
	
  

 	
 Section
 8.01.

 	
 Action by Holders

 	
  

 	
 32

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 8.02.

 	
 Proof of Execution by Holders

 	
  

 	
 32

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 8.03.

 	
 Who are Deemed Absolute Owners

 	
  

 	
 33

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 8.04.

 	
 Company-Owned Debt Securities Disregarded

 	
  

 	
 33

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 8.05.

 	
 Revocation of Consents; Future Holders
 Bound

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Article Nine
 Holder’s Meetings

 	
  

 	
 34

 
	
  

 	
  

 	
  

 
	
  

 	
 Section
 9.01.

 	
 Purposes of Meetings

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 9.02.

 	
 Call of Meeting by Trustee

 	
  

 	
 34

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 9.03.

 	
 Call of Meeting by Company or Holders

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 9.04.

 	
 Qualifications for Voting

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 9.05.

 	
 Quorum; Adjourned Meetings

 	
  

 	
 35

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 9.06.

 	
 Regulations

 	
  

 	
 36

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 9.07.

 	
 Voting

 	
  

 	
 36

 


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 Section
 9.08.

 	
 No Delay of Rights by Meeting

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Article Ten
 Supplemental Indentures

 	
  

 	
 37

 
	
  

 	
  

 	
  

 
	
  

 	
 Section
 10.01.

 	
 Supplemental Indentures without Consent of
 Holders

 	
  

 	
 37

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 10.02.

 	
 Supplemental Indentures with Consent of
 Holders

 	
  

 	
 38

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 10.03.

 	
 Compliance with Trust Indenture Act; Effect
 of Supplemental Indentures

 	
  

 	
 39

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 10.04.

 	
 Notation on Debt Securities

 	
  

 	
 39

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 10.05.

 	
 Evidence of Compliance of Supplemental
 Indenture to be Furnished Trustee

 	
  

 	
 39

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Article
 Eleven Consolidation, Merger, Sale or Conveyance

 	
  

 	
 40

 
	
  

 	
  

 	
  

 
	
  

 	
 Section
 11.01.

 	
 Company May Not Consolidate, etc., Except
 Under Certain Conditions

 	
  

 	
 40

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 11.02.

 	
 Successor entity to be Substituted

 	
  

 	
 40

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 11.03.

 	
 Documents to be Given Trustee

 	
  

 	
 40

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Article
 Twelve Satisfaction and Discharge of Indenture

 	
  

 	
 41

 
	
  

 	
  

 	
  

 
	
  

 	
 Section
 12.01.

 	
 Discharge of Indenture

 	
  

 	
 41

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 12.02.

 	
 Deposited Moneys to be Held in Trust by
 Trustee

 	
  

 	
 41

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 12.03.

 	
 Paying Agent to Repay Moneys Held

 	
  

 	
 41

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 12.04.

 	
 Return of Unclaimed Moneys

 	
  

 	
 42

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Article
 Thirteen Immunity of Incorporators, Stockholders, Officers and Directors

 	
  

 	
 42

 
	
  

 	
  

 	
  

 
	
  

 	
 Section
 13.01.

 	
 Indenture and Securities Solely Corporate
 Obligations

 	
  

 	
 42

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Article
 Fourteen Legal Defeasance and Covenant Defeasance

 	
  

 	
 42

 
	
  

 	
  

 	
  

 
	
  

 	
 Section
 14.01.

 	
 Applicability of Article; Company’s Option
 to Effect Defeasance or Covenant Defeasance

 	
  

 	
 42

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 14.02.

 	
 Defeasance and Discharge

 	
  

 	
 42

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 14.03.

 	
 Covenant Defeasance

 	
  

 	
 43

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 14.04.

 	
 Conditions to Defeasance or Covenant
 Defeasance

 	
  

 	
 43

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 14.05.

 	
 Deposited Money and U.S. Government
 Obligations to Be Held in Trust; Other Miscellaneous Provisions

 	
  

 	
 44

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 14.06.

 	
 Knowledge of Trustee

 	
  

 	
 45

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Article
 Fifteen Security Arrangements

 	
  

 	
 46

 
	
  

 	
  

 	
  

 
	
  

 	
 Section 15.01.

 	
 Security

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Article
 Sixteen Miscellaneous Provisions

 	
  

 	
 46

 
	
  

 	
  

 	
  

 
	
  

 	
 Section
 16.01.

 	
 Provisions Binding on Company’s Successors

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 16.02.

 	
 Official Acts by Successor Entity

 	
  

 	
 46

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 16.03.

 	
 Addresses for Notices, etc.

 	
  

 	
 46

 


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 Section
 16.04.

 	
 New York Contract

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 16.05.

 	
 Evidence of Compliance with Conditions
 Precedent

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 16.06.

 	
 Legal Holidays

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 16.07.

 	
 Trust Indenture Act to Control

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 16.08.

 	
 Table of Contents, Headings, etc.

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 16.09.

 	
 Execution in Counterparts

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 16.10.

 	
 Separability

 	
  

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 16.11.

 	
 Proceeds

 	
  

 	
 48

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section
 16.12.

 	
 Waiver of Jury Trial

 	
  

 	
 48

 


- iv -






          INDENTURE
dated as of [     ] (this “Indenture”), between
General Electric Capital Corporation, a corporation duly organized and existing
under the laws of Delaware (the “Company”) and The Bank of New York Mellon as
Trustee (the “Trustee”). 


          Each party
agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders of the Company’s Debt Securities issued under
this Indenture: 


ARTICLE ONE


DEFINITIONS


          Section
1.01. Definitions. The terms
defined in this Section 1.01 (except as herein otherwise expressly provided or
unless the context otherwise requires) for all purposes of this Indenture shall
have the respective meanings specified in this Section 1.01. All other terms
used in this Indenture which are defined in the Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act”), or which are by reference therein defined
in the Securities Act of 1933, as amended (the “Securities Act”) (except as
herein otherwise expressly provided or unless the context otherwise requires)
shall have the meanings assigned to such terms in said Trust Indenture Act and
in said Securities Act. 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. 


          “Affiliate”
means, with respect to any specified Person, 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 pursuant to Section 7.13
to act on behalf of the Trustee to authenticate Securities. 


          “Authorizing
Resolution” means a resolution adopted by the Board of Directors, or by an
Officer or committee of Officers pursuant to delegation of the Board of
Directors, authorizing a Series of Debt Securities. 


          “Board
of Directors” shall mean either the Board of Directors of the Company or
any committee of that Board duly authorized to act under the terms of this
Indenture. 


          “Business
Day” means any day that is not a Saturday, Sunday or other day on which
banking institutions are generally authorized or obligated by law or regulation
to close in New York City. 


          “Company”
shall mean General Electric Capital Corporation, a Delaware corporation, until
any successor corporation shall have become such pursuant to the provisions of
Article Eleven, and thereafter “Company” shall mean such successor. 





          “Debt
Security” or “Debt Securities” shall mean any Debt Security or Debt
Securities, as the case may be, authenticated and delivered under this
Indenture.  


          “Depository”
shall mean, with respect to the Debt Securities of any Series issuable or
issued in the form of one or more Global Debt Securities, DTC, another clearing
agency, or any successor registered as a clearing agency under the Exchange
Act, and any other applicable U.S. or foreign statute or regulation, which, in
each case, shall be designated by the Company pursuant to Section 2.01, and if
at any time there is more than one such Person, “Depository” as used with respect
to the Debt Securities of any Series shall mean the Depository with respect to
such Global Debt Security or Securities. 


          “DTC”
means The Depository Trust Company, New York, New York. 


          “Effective
Date” means, with respect to any Series of Debt Securities, the date of
initial issuance of such Series of Debt Securities. 


          “Event
of Default” shall have the meaning specified in Section 6.01. 


          “Global
Debt Security” means a Debt Security evidencing all or part of a Series of
Debt Securities, issued to, and registered in the name of, the Depositary for
such Series in accordance with Section 2.03 and shall bear the legend set forth
in Section 2.03. 


          “Governmental
Authority” means the government of the United States, any other nation or
any state, locality or political subdivision of the United States or any other
nation, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government. 


          “Holder”
means the person in whose name a Debt Security is registered in the security
register in accordance with the terms hereof. 


          “Indenture”
means this Indenture, as amended from time to time. 


          “Maturity”
when used with respect to any Debt Security of any Series, means the date on
which the principal thereof becomes due and payable as provided in this
Indenture and the Debt Securities of such Series, whether at the fixed maturity
or by declaration of acceleration, call for redemption or otherwise. 


          “Officer”
shall mean, unless otherwise specified by a provision of this Indenture or the
TIA, as applicable, the President, any Senior Vice President or any Vice
President, the Chairman or any Vice Chairman of the Board, the Treasurer or any
Assistant Treasurer, the Secretary or any Assistant Secretary of the Company. 


- 2 -






          “Officer’s
Certificate” shall mean a certificate signed by  an Officer and delivered
to the Trustee. Each such certificate shall comply with Section 314(c) of the
Trust Indenture Act and include the statements provided for in Section 16.05
if and to the extent required by the provisions of the Trust Indenture Act and
such Section. 


          “Opinion
of Counsel” shall mean an opinion in writing signed by legal counsel,
who may be an employee of or of counsel to the Company, or may be other counsel.
Each such opinion shall comply with Section 314(c) of the Trust Indenture Act
and include the statements provided for in Section 16.05 if and to the extent
required by the provisions of  the Trust Indenture Act and
such Section. 


          “Outstanding”
means, as of any particular time, all Debt Securities authenticated and
delivered by the Trustee under this Indenture, except (a) any Debt Securities
canceled by the Trustee or delivered to the Trustee for cancellation; (b) any
Debt Securities, or portions thereof, for the payment or redemption of which
moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been
set aside and segregated in trust by the Company (if the Company shall act as
its own paying agent), provided that if such Debt Securities are to be redeemed
prior to the Maturity thereof, notice of such redemption shall have been mailed
as provided in the indenture or provision satisfactory to the Trustee shall
have been made for mailing such notice; (c) Debt Securities which have been
defeased pursuant to the procedures specified in Article 14 hereof; and (d) any
Debt Securities in lieu of or in substitution for which other Debt Securities
shall have been authenticated and delivered, or which shall have been paid,
pursuant to the terms of this Indenture, unless proof satisfactory to the
Trustee is presented that any such Debt Securities are held by Persons in whose
hands any of such Debt Securities is a valid, binding and legal obligation of
the Company. 


          “Paying
Agent” shall mean initially The Bank of New York Mellon in its capacity as
paying agent, unless and until otherwise designated by the Company in
accordance with this Indenture. 


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


          “Principal
Office of the Trustee” or other similar term, shall mean the principal
office of the Trustee at which any particular time its corporate trust business
shall be administered. 


          “registrar”
shall mean initially The Bank of New York Mellon in its capacity as registrar,
unless and until otherwise designated by the Company in accordance with this
Indenture. 


          “Responsible
Officer” The term “Responsible Officer”, when used with respect to the
Trustee, shall mean the Chairman or any Vice Chairman of the Board of
Directors, the Chairman or any Vice Chairman of the Executive Committee of the
Board of Directors, the President, any Vice President, any Assistant Vice
President, the Cashier, any Assistant Cashier, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, any Trust Officer, any
Assistant Trust Officer, or any other officer or assistant officer of the
Trustee customarily performing functions similar to those performed by the
Persons who at the time shall be such officers, 


- 3 -





respectively, or to whom any corporate trust matter is referred because
of his knowledge of and familiarity with the particular subject. 


          “Security
register” shall have the meaning specified in Section 2.06.


          “Security
registrar” shall have the meaning specified in Section 2.06.


          “Series”
means a series of Debt Securities established under this Indenture. 


          “Subsidiary”
with respect to any Person means (i) any corporation of which such Person
directly or indirectly owns or controls at that time at least a majority of the
outstanding stock having under ordinary circumstances (not dependent upon the
happening of a contingency) voting power to elect a majority of the board of
directors of such corporation or (ii) any other Person (other than a
corporation) in which such Person directly or indirectly has at least a
majority ownership interest and power to direct the policies, management and
affairs thereto. 


          “Tax”
means all present or future taxes, levies, imposts, duties, deductions,
withholdings (including backup withholding), assessments, fees or other charges
imposed by any Governmental Authority, including any interest, additions to tax
or penalties applicable thereto. 


          “Trustee”
means The Bank of New York Mellon or its successor pursuant to Article Seven of
this Indenture. 


          “U.S.
Government Obligations” means securities that are: 


          (a) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged, or 


          (b)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America. 


          In either
case, the U.S. Government Obligations may not be callable or redeemable at the
option of the issuer, and shall also include a depository receipt issued by a
bank, as defined in Section 3(a)(2) of the Securities Act, as custodian with
respect to such U.S. Government Obligation or a specific payment of principal
of or interest on such U.S. Government Obligation held by the custodian for the
account of the holder of such depository receipt. However, the custodian is not
authorized to make any deduction from the amount payable to the holder of the
depository receipt except as required by law. 


ARTICLE TWO


DESCRIPTION, EXECUTION, REGISTRATION AND
EXCHANGE OF DEBT

SECURITIES


          Section
2.01. Form and Dating. The
aggregate principal amount of Debt Securities that may be issued under this
Indenture is unlimited. The Debt Securities may be issued from time to time in
one or more Series. Each Series shall be created by an Authorizing Resolution
or 


- 4 -





a supplemental
indenture that establishes the terms of the Series, which may include the
following: 


	
  

 	
  

 	
  

 
	
  

 	
 (1)

 	
 the title of the Series to which such Debt Securities belong (which
 shall distinguish the Debt Securities of such Series from all other Debt
 Securities); 

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 the aggregate principal amount (or any limit on the aggregate
 principal amount) of the Debt Securities of such Series which may be
 authenticated and delivered under this Indenture (except for Debt Securities
 authenticated and delivered upon registration of transfer of, or in exchange
 for, or in lieu of, other Debt Securities of the Series pursuant to Section 2.06,
 2.07, 2.08, 3.03 or 10.04) and, if any Debt Securities of a Series are to be
 issued at a discount from their face amount, the method of computing the
 accretion of such discount; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (3)

 	
 the date or dates on which the principal and premium, if any, of the
 Debt Securities of the Series are payable; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (4)

 	
 the rate or rates, or the method of determination thereof, at which
 the Debt Securities of the Series shall bear interest, if any, the date or
 dates from which such interest shall accrue, and the interest payment dates
 on which such interest shall be payable; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (5)

 	
 the place or places where the principal of, and premium, if any, and
 any interest on Debt Securities of the Series shall be payable; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (6)

 	
 the currency or currencies in which payments on the Debt Securities
 of the Series are payable, if other than the currency in which Debt
 Securities of such Series are denominated, the manner for determining such
 payments, including the time and manner of determining the exchange rate
 between the currency in which such Debt Securities are denominated and the
 currency in which such Debt Securities or any of them may be paid, and any
 deletions from or modifications of or additions to the terms of this
 Indenture to provide for or to facilitate the issuance of Securities
 denominated or payable, at the election of the Company or a Holder thereof or
 otherwise, in a foreign currency; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (7)

 	
 the currency or currencies (including any composite currency) in
 which principal or interest or both may be paid; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (8)

 	
 the record dates for interest payable on Debt Securities of the
 Series; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (9)

 	
 the price or prices at which, the period or periods within which and
 the terms and conditions upon which Debt Securities of the Series may be
 redeemed, in whole or in part, at the option of the Company; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (9)

 	
 the obligation, if any (including any sinking fund requirements), of
 the Company to redeem, purchase or repay Debt Securities of the Series and
 the price or prices at which or process by which and the period or periods
 within which and the 

 


- 5 -









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 terms and conditions upon which Debt Securities of the Series shall
 be redeemed, purchased or repaid, in whole or in part, pursuant to such
 obligation; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (10)

 	
 the terms of any redemption at the option of Holders; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (11)

 	
 the permissible denominations in which Debt Securities of such Series
 are issuable, if different from $1,000 and multiples of $1,000 in excess
 thereof; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (12)

 	
 the percentage of the principal amount of the Debt Securities of such
 Series which is payable if the Maturity of the Debt Securities of such Series
 is accelerated in the case of Debt Securities issued at a discount from their
 face amount; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (13)

 	
 whether and under what circumstances the Company will pay additional
 amounts on the Debt Securities of the Series held by a Person who is not a
 U.S. Person (within the meaning of the U.S. Internal Revenue Code) in respect
 of any tax, assessment, or governmental charge withheld or deducted and, if
 so, whether the Company will have the option to redeem such Debt Securities
 rather than pay such additional amounts; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (14)

 	
 whether Debt Securities of such Series will be issued in registered
 or bearer form and the terms of any such forms of Debt Securities; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (15)

 	
 whether the Debt Securities of the Series shall be issued in whole or
 in part in the form of a Global Debt Security or Securities, the terms and
 conditions, if different from those contained in this Indenture, upon which
 such Global Debt Security or Securities may be exchanged in whole or in part
 for definitive Debt Securities; the Depositary for such Global Debt Security
 or Securities; the form of any legend or legends, if any, to be borne by any
 such Global Debt Security or Securities in addition to or in lieu of the
 legends referred to in Section 2.03 and in Exhibit A; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (16)

 	
 provisions for electronic issuance of Debt Securities or issuance of
 Debt Securities of such Series in uncertificated form; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (17)

 	
 in the case of any Series of non-interest bearing Debt Securities,
 the applicable dates for purposes of clause (a) of Section 5.01; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (18)

 	
 any trustees, depositaries, authenticating or paying agents, transfer
 agents or registrars or any other agents with respect to such Series; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (19)

 	
 any deletions from, modifications of or additions to the Events of
 Default or covenants with respect to such Debt Securities (whether or not
 such Events of Default or covenants are consistent with the Events of Default
 or covenants set forth herein); 

 
	
  

 	
  

 	
  

 
	
  

 	
 (20)

 	
 whether and upon what terms Debt
 Securities of such Series may be defeased or discharged if different from the
 provisions set forth in this Indenture; 

 


- 6 -







	
  

 	
  

 	
  

 
	
  

 	
 (21)

 	
 the form of the Debt Securities of such Series, which, unless the
 Authorizing Resolution or supplemental indenture otherwise provides, shall be
 in the form of Exhibit A, with such appropriate insertions, omissions,
 substitutions and other variations as are required or permitted by this
 Indenture, and may have such legends or endorsements placed thereon as the
 officers executing the same may approve (and execution thereof to be
 conclusive evidence of such approval) and as are not inconsistent with the
 provisions of this Indenture, or as may be required to comply with any law or
 with any rule or regulation made pursuant thereto or with any rule or
 regulation of any stock exchange on which such Debt Securities may be listed,
 or to conform to usage; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (22)

 	
 any terms that may be required by or advisable under applicable law; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (23)

 	
 whether Debt Securities of such Series will or will not have the
 benefit of guarantees and the Company’s Subsidiaries that will be the initial
 guarantors of such Series and, if applicable, the terms and conditions upon
 which such guarantees may be subordinated to other indebtedness of the
 respective guarantors; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (24)

 	
 the collateral applicable to such Debt Securities, any deletions
 from, or modifications or additions to, the provisions of Article Fifteen
 hereof or any other provisions of this Indenture in connection therewith or
 in connection with any other instrument or agreement entered into in
 connection therewith; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (25)

 	
 any other terms of the Series (whether or not such which terms shall
 not be consistent or inconsistent with the provisions of this Indenture). 

 


          All Debt
Securities of one Series need not be issued at the same time and, unless
otherwise provided, a Series may be reopened for issuances of additional Debt
Securities of such Series pursuant to an Authorizing Resolution or in any
indenture supplemental hereto. All Debt Securities of any one Series shall be
substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to an Authorizing Resolution or in any indenture
supplemental hereto.


          The
Trustee’s Certificate of Authentication on all Debt Securities shall be in
substantially the following form, and shall be executed on behalf of the
Trustee by its authorized signatory or agent: 


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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Date of Authentication: __________________

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 ____________________________, as Trustee

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	

 

 

 	
  

 
	
  

 	
      [Authorized Signatory]

 	
  

 


- 7 -





          Section
2.02. Reserved. 


          Section
2.03. Authentication. At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Debt Securities of any Series, executed by the Company, to
the Trustee or its agent for authentication. Except as otherwise provided in
this Article Two, the Trustee shall thereupon authenticate and deliver, or
cause to be authenticated and delivered, said Debt Securities to or for the
account of the Company upon the written order of the Company, signed by an
Officer. 


          In
authenticating or causing the authentication of such Debt Securities and
accepting the additional responsibilities under this Indenture in relation to
such Debt Securities, the Trustee shall be entitled to receive and (subject to
Sections 7.01 and 7.02) shall be fully protected in relying upon: 


          (1) a copy
of any Authorizing Resolution relating thereto and, if applicable, an
appropriate record of any action taken pursuant to such Authorizing Resolution,
in each case certified by the Secretary or an Assistant Secretary of the
Company; 


          (2) an
executed supplemental indenture, if any, relating thereto; 


          (3) an
Officer’s Certificate prepared in accordance with Section 16.05; and 


          (4) an
Opinion of Counsel prepared in accordance with Section 16.05, which shall also
state (a) that the form of such Debt Securities has been established by or
pursuant to an Authorizing Resolution or by a supplemental indenture as
permitted by Section 2.01 in conformity with the provisions of this Indenture;
(b) that the terms of such Debt Securities have been established by or pursuant
to an Authorizing Resolution or by a supplemental indenture as permitted by
Section 2.01 in conformity with the provisions of this Indenture; and (c) that
such Debt Securities, when authenticated and delivered by or on behalf of the
Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute legal, valid and binding
obligations of the Company, enforceable in accordance with their terms, subject
to bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting the enforcement of creditors’ rights and to general
equity principles. 


          The Trustee
shall have the right to decline to authenticate and deliver or cause to be
authenticated and delivered any Debt Securities under this Section 2.03 if the
Trustee, being advised by counsel, determines that such action may not lawfully
be taken or if the Trustee in good faith by action of its board of directors or
trustees, executive committee, or a trust committee of directors or trustees and
Responsible Officers shall determine that such action would expose the Trustee
to personal liability to existing Holders. 


          If the
Company shall establish that any Series of Debt Securities is to be issued in
the form of one or more Global Debt Securities, then the Company shall execute
and the Trustee shall, in accordance with this Section 2.03 and the Company
order with respect to such Debt Securities, authenticate and deliver one or
more Global Debt Securities that (i) shall represent and shall be denominated
in an amount equal to the aggregate principal amount of all of the Debt
Securities issued and not yet canceled, (ii) shall be registered in the name of
the Depository for 


- 8 -





such Global Debt Security or Debt Securities or the nominee of such
Depository, (iii) shall be delivered by the Trustee to such Depository or
pursuant to such Depositary’s instructions (iv) may have notations, legends or
endorsements required by law, stock exchange rule, or usage (provided  that any such notation, legend or
endorsement is in a form acceptable to the Company) and (v) shall bear a legend
substantially to the following effect: “Unless and until it is exchanged in
whole or in part for Debt Securities in definitive registered form, this Debt
Security may not be transferred except as a whole by the Depository to a
nominee of the Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository or by the Depository or any such nominee
to a successor Depository or a nominee of such successor Depository.” 


          Each
Depository must, at the time of its designation and at all times while it
serves as Depository hereunder, be a clearing agency registered under the
United States Securities Exchange Act of 1934, as amended, (the “Exchange Act”)
and any other applicable statute or regulation. 


          Section
2.04. Date; Denomination and Numbering of
Debt Securities. The Debt Securities of each Series shall be
issuable in such denominations as shall be specified as contemplated by Section
2.01. In the absence of any such specification, such Debt Securities shall be
issuable in denominations of $1,000 and multiples of $1,000 in excess thereof.
Debt Securities of each Series shall be numbered, lettered or otherwise
distinguished in such manner or in accordance with such plan as the officers of
the Company executing the same may determined with the approval of the Trustee.
Each Debt Security shall be dated the date of its authentication. 


          The Person
in whose name any Debt Security of a particular Series is registered at the
close of business on any regular record date with respect to any interest
payment date for such Series shall be entitled to receive the interest payable
on such interest payment date notwithstanding the cancellation of such Debt
Security upon any registration of transfer or exchange subsequent to the
regular record date and prior to such interest payment date; provided, however,
that if and to the extent that the Company shall default in the payment
of interest on such interest payment date, such defaulted interest shall be
paid to the Persons in whose names Outstanding Debt Securities of such Series
are registered on a subsequent record date established by notice given by mail
by or on behalf of the Company to the Holders of such Debt Securities not less
than 15 days preceding such subsequent record date, such record date to be not
less than five days preceding the date of payment of such defaulted interest.
The term “regular record date” as used in this Section 2.04 with respect to any
regular interest payment date shall mean the date specified in the Debt
Securities of the applicable Series, except that the regular record date for
interest due on any Debt Security’s Maturity or date of earlier redemption will
be that particular date. 


          Section
2.05. Execution of Debt Securities.
The Debt Securities shall be signed in the name and on behalf of the Company by
the manual or facsimile signature of an Officer. Only such Debt Securities as
shall bear thereon a certificate of authentication substantially in the form
herein recited, executed by the Trustee, shall be entitled to the benefits of
this Indenture or be valid or obligatory for any purpose. Such certificate by
the Trustee upon any Debt Security executed by the Company shall be conclusive
evidence that the Debt Security so authenticated 


- 9 -





has been duly authenticated and delivered hereunder and that the Holder
is entitled to the benefits of this Indenture. 


          In case any
officer of the Company who shall have signed any of the Debt Securities shall
cease to be such officer before the Debt Securities shall have been
authenticated and delivered by the Trustee, or disposed of by the Company, such
Debt Securities nevertheless may be authenticated and delivered or disposed of
as though the Person who signed such Debt Securities had not ceased to be such
officer of the Company; and any Debt Security may be signed on behalf of the
Company by such Persons as, at the actual date of such Debt Security, shall be
the proper officers of the Company, although at the date of the execution of
this Indenture any such Person was not such an officer. 


          Section
2.06. Exchange and Registration of Transfer
of Debt Securities. Debt Securities of any Series (other than a
Global Debt Security, except as set forth below) may be exchanged for a like
aggregate principal amount of Debt Securities of the same Series of other
authorized denominations. 


          Debt
Securities to be exchanged pursuant to the preceding paragraph shall be
surrendered, at the option of the Holders thereof, either at the office or
agency designated and maintained by the Company for such purpose in the Borough
of Manhattan, The City of New York in accordance with the provisions of Section
4.02 or at any of such other offices or agencies as may be designated and
maintained by the Company for such purpose in accordance with the provisions of
Section 4.02, and the Company shall execute and register and the Trustee shall
authenticate and deliver in exchange therefor the Debt Security or Debt
Securities which the Holder making the exchange shall be entitled to receive.
Each Person designated by the Company pursuant to the provisions of Section
4.02 as a Person authorized to register and register transfer of the Debt
Securities is sometimes herein referred to as a “registrar.” 


          The Company
shall keep, at one such office or agency for a Series of Debt Securities, a
register for such Series of Debt Securities (herein sometimes collectively
referred to as the “Security register” or the “registry books of the Company”)
in which, subject to such reasonable regulations as it may prescribe, the
Company shall register Debt Securities and shall register the transfer of Debt
Securities as provided in this Article Two. The Security register shall be in
written form or in any other form capable of being converted into written form
within a reasonable time. At all reasonable times the Security register shall
be open for inspection by the Trustee and any registrar other than the Trustee.
Upon due presentment for registration of transfer of any Debt Security of any
Series at any designated office or agency, the Company shall execute and
register and the Trustee shall authenticate and deliver in the name of the
transferee or transferees a new Debt Security or Debt Securities of the same
Series for an equal aggregate principal amount. Registration or registration of
transfer of any Debt Security by any registrar in the registry books of the
Company maintained by such registrar, and delivery of such Debt Security, duly
authenticated, shall be deemed to complete the registration or registration of
transfer of such Debt Security. 


          No Person
shall at any time be designated as or act as a registrar unless such Person is
at such time empowered under applicable law to act as such and duly registered
to act as such under and to the extent required by applicable law and
regulations. 


- 10 -





          All Debt
Securities presented for registration of transfer or for exchange, redemption,
repayment or payment shall (if so required by the Company or the Trustee) be
duly endorsed by, or be accompanied by a written instrument or instruments of
transfer or exchange in form satisfactory to the Company and the Trustee duly
executed by, the Holder or his attorney duly authorized in writing. 


          No service
charge shall be made for any exchange or registration of transfer of Debt
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
therewith. 


          The Company
shall not be required (i) to issue, register the transfer of or exchange Debt
Securities to be redeemed for a period of at least 30 days but not more than 60
days preceding the mailing (or delivery in accordance with the procedures of
the Depositary) of the relevant notice of redemption, (ii) to register the
transfer of or exchange any Debt Securities selected for redemption, in whole
or in part, except the unredeemed portion of any such Debt Securities being
redeemed in part or (iii) to register the transfer of or exchange any Debt
Securities surrendered for optional repayment, in whole or in part. 


          Notwithstanding
any other provision of this Section 2.06, unless and until it is exchanged in
whole or in part for Debt Securities in definitive registered form, a Global
Debt Security representing all or a portion of the Debt Securities of a Series
may not be transferred except as a whole by the Depository for such Series to a
nominee of such Depository or by a nominee of such Depository to such
Depository or another nominee of such Depository or by such Depository or any
such nominee to a successor Depository for such Series or a nominee of such successor
Depository. 


          If at any
time the Depository for any Debt Securities of a Series represented by one or
more Global Debt Securities notifies the Company that it is unwilling or unable
to continue as Depository for such Debt Securities or if at any time the
Depository for such Debt Securities shall no longer be eligible under Section
2.03, the Company shall appoint a successor Depository eligible under Section
2.03 with respect to such Debt Securities. If a successor Depository eligible
under Section 2.03 for such Debt Securities is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee, upon receipt of an
Officer’s Certificate for the authentication and delivery of definitive Debt
Securities of such Series, will authenticate and deliver Debt Securities of
such Series in definitive registered form, in any authorized denominations, in
an aggregate principal amount equal to the aggregate principal amount of the
Global Security or Debt Securities representing such Debt Securities in
exchange for such Global Security or Debt Securities. 


          The Company
may at any time and in its sole discretion (but subject to the procedures of
the Depository) determine that Debt Securities issued in the form of one or
more Global Debt Securities shall no longer be represented by a Global Security
or Debt Securities. In such event the Company will execute and the Trustee,
upon receipt of an Officer’s Certificate for the authentication and delivery of
definitive Debt Securities, will authenticate and deliver Debt Securities of
the same Series in definitive registered form, in any authorized denominations,
in 


- 11 -





an aggregate principal amount equal to the aggregate principal amount
of the Global Debt Security or Debt Securities in exchange for such Global Debt
Security or Debt Securities. 


          Upon the
exchange of a Global Debt Security for Debt Securities in definitive registered
form, in authorized denominations, in an aggregate principal amount equal to
the principal amount of such Global Debt Security, such Global Debt Security
shall be canceled by the Trustee or an agent of the Company or the Trustee.
Debt Securities in definitive registered form issued in exchange for a Global
Debt Security pursuant to this Section 2.06 shall be registered in such names
and in such authorized denominations as the Depository for such Global Debt
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee or an agent of the Company or the
Trustee. The Trustee or such agent shall deliver such Debt Securities to or as
directed by the Persons in whose names such Debt Securities are so registered. 


          Section
2.07. Mutilated, Destroyed, Lost or Stolen
Debt Securities. In case any temporary or definitive Debt Security
shall become mutilated or be destroyed, lost or stolen, the Company in the case
of a mutilated Debt Security shall, and in the case of a lost, stolen, or
destroyed Debt Security may in its discretion, execute and, upon the written
request or authorization of any officer of the Company, the Trustee shall
authenticate and deliver a new Debt Security of the same Series, as the case
may be, bearing a number not contemporaneously Outstanding, in exchange and
substitution for the mutilated Debt Security. In every case the applicant for a
substituted Debt Security shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Debt Security and of the ownership thereof. 


          Upon the
issuance of any substituted Debt Security, 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 connected therewith. In case
any Debt Security which has matured or is about to mature shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing
a substituted Debt Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated Debt Security) if the applicant for
such payment shall furnish to the Company and to the Trustee such security or
indemnity as may be required by them to save each of them harmless and, in case
of destruction, loss or theft, evidence satisfactory to the Company and the
Trustee of the destruction, loss or theft of such Debt Security and the
ownership thereof. 


          Every
substituted Debt Security issued pursuant to the provisions of this Section
2.07 by virtue of the fact that any Debt Security is destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Debt Security shall be found at any time,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Debt Securities of the same Series duly
issued hereunder. All Debt Securities shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Debt Securities
and shall preclude (to the extent lawful) any and all other rights or 


- 12 -





remedies with respect to the replacement or payment of negotiable
instruments or other securities without their surrender. 


          Section
2.08. Temporary Debt Securities.
Pending the preparation of definitive Debt Securities of any Series, the
Company may execute and the Trustee shall authenticate and deliver temporary
Debt Securities (printed, lithographed or typewritten). Temporary Debt
Securities shall be issuable in any authorized denomination and substantially
in the form of the definitive Debt Securities in lieu of which they are issued,
but with such omissions, insertions and variations as may be appropriate for
temporary Debt Securities, all as may be determined by the Company. Every such
temporary Debt Security shall be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Debt Securities in lieu of which they are issued. Without
unreasonable delay, the Company will execute and deliver to the Trustee
definitive Debt Securities of such Series and thereupon any or all temporary
Debt Securities of such Series may be surrendered in exchange therefor, at the
option of the holders thereof, either at the office or agency to be designated
and maintained by the Company for such purpose in the Borough of Manhattan, The
City of New York in accordance with the provisions of Section 4.02 or at any of
such other offices or agencies as may be designated and maintained by the
Company for such purpose in accordance with the provisions of Section 4.02, and
the Trustee shall authenticate and deliver in exchange for such temporary Debt
Securities an equal aggregate principal amount of definitive Debt Securities of
the same Series. Such exchange shall be made by the Company at its own expense
and without any charge therefor. Until so exchanged, the temporary Debt
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Debt Securities authenticated and delivered hereunder. 


          Section
2.09. Cancellation of Debt Securities Paid,
etc. All Debt
Securities surrendered for the purpose of payment, redemption, repayment,
exchange or registration of transfer, if surrendered to the Company, any
registrar, any paying agent or any other agent of the Company or of the
Trustee, be delivered to the Trustee and promptly canceled by it, or, if
surrendered to the Trustee, shall be promptly canceled by it, and no Debt
Securities shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Indenture. The Trustee may dispose of canceled Debt
Securities in accordance with its customary procedures and deliver a
certificate of such disposition to the Company or, at the written request of
the Company, shall deliver canceled Debt Securities to the Company. If the
Company shall acquire any of the Debt Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Debt Securities unless and until the same are delivered to
the Trustee for cancellation. 


          Section
2.10. Computation of Interest.
Interest on the Debt Securities of each Series shall be computed on the basis
of a 360-day year of twelve 30-day months. 


- 13 -






ARTICLE THREE


REDEMPTION OF DEBT SECURITIES


          Section
3.01. Applicability of Article.
The provisions of this Article Three shall be applicable to any Debt Securities
which, as provided by the applicable Authorizing Resolution or supplemental
indenture, are redeemable before their Maturity. 


          Section
3.02. Notice of Optional Redemption;
Selection of Debt Securities. In case the Company shall desire to
exercise any right to redeem all, or, as the case may be, any part of, the Debt
Securities of any Series in accordance with their terms, it shall fix a date
for redemption. Notice of redemption to the Holders of Debt Securities of any
Series to be redeemed in whole or in part at the option of the Company shall be
given by mailing notice of such redemption by first class mail, postage prepaid
(or otherwise in accordance with the applicable procedures of the Depository),
at least 30 days and not more than 60 days prior to the date fixed for
redemption to the Trustee and to such Holders at their last addresses as they
shall appear upon the registry books of the Company. Notices of redemption to
be sent to the Holders of Debt Securities shall be sent only to the Holders of
those Debt Securities to be redeemed. 


          Each
    such notice of redemption shall specify the date fixed for redemption, the
redemption price at which the Debt Securities of such Series are to be redeemed
or if not then ascertainable, the manner of calculation thereof, the expected
    amount of unpaid accrued interest to but not including the date of redemption,
    the place or places of payment, that payment will be made upon presentation
    and surrender of such Debt Securities, that any unpaid interest accrued to
    but not including the date fixed for redemption will be paid as specified
    in said notice, and that on and after said date any interest thereon or on
    the portions thereof to be redeemed will cease to accrue. If less than all
    the Debt Securities of a Series are to be redeemed, the notice of redemption
    shall specify the number or numbers of the Debt Securities to be redeemed.
    In case any Debt Security is to be redeemed in part only, the notice of redemption
    shall state the portion of the principal amount thereof to be redeemed and
    shall state that on and after the date fixed for redemption, upon surrender
    of such Debt Security, a new Debt Security or Debt Securities of the same
    Series in principal amount equal to the unredeemed portion thereof will be
    issued. In case of any redemption at the election of the Company, the Company
    shall, at least 45 days prior to the redemption date fixed by the Company
    (unless a shorter notice shall be satisfactory to the Trustee), notify the
    Trustee of the redemption date and of the principal amount and Series of
    Debt Securities to be redeemed. 


          Prior to
the redemption date specified in the notice of redemption given as provided in this
Section 3.02, the Company will deposit with the Trustee or with one or more
paying agents (or if the Company is acting as its own paying agent, shall
segregate and hold in trust as provided in Section 4.05) an amount of money
sufficient to redeem on the redemption date all the Debt Securities or portions
thereof so called for redemption, together with unpaid accrued interest to, but
not including, the date fixed for redemption. If less than all the Debt
Securities of a Series are to be redeemed, the Company will give the Trustee
notice not less than 60 days prior to the redemption date as to the aggregate
principal amount of Debt Securities of such Series to be redeemed, and the
Trustee shall select or cause to be selected, in such manner as in its sole
discretion it shall deem appropriate and fair, the Debt Securities or portions
thereof to be 


- 14 -






redeemed. Debt Securities of a Series may be redeemed in part only in
multiples of the smallest authorized denomination of that Series. 


          Section
3.03. Payment of Debt Securities Called for
Optional Redemption. If notice of redemption has been given as
provided in Section 3.02, the Debt Securities or portions of Debt Securities of
the Series with respect to which such notice has been given shall become due
and payable on the date and at the place or places stated in such notice at the
applicable redemption price. On presentation and surrender of such Debt
Securities at a place of payment in said notice specified the said Debt
Securities or the specified portions thereof shall be paid and redeemed by the
Company at the applicable redemption price, together with any accrued and
unpaid interest thereon to, but not including, the date fixed for redemption; provided,
however, that payment of interest becoming due on or prior to the
date fixed for redemption shall be payable to the Holders of such Debt
Securities registered as such on the relevant record date subject to the terms
and provisions of Section 2.04. 


          Upon
presentation of any Debt Security redeemed in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder thereof,
at the expense of the Company, a new Debt Security or Debt Securities of the
same Series, of authorized denominations in aggregate principal amount equal to
the unredeemed portion of the Debt Security so presented. 


ARTICLE FOUR


PARTICULAR COVENANTS OF THE COMPANY


          Section
4.01. Payment of Principal, Premium and
Interest. The Company covenants and agrees for the benefit of all
Holders of Debt Securities issued hereunder that it will duly and punctually
pay or cause to be paid the principal of, premium, if any, and interest, if
any, on a Series of Debt Securities (for all purposes herein, references to
interest shall include any additional amounts payable pursuant to the terms of
such Debt Securities) at the places, at the respective times and in the manner
provided in the Debt Securities of such Series and in this Indenture. 


          Section
4.02. Offices for Notices and Payments, etc.
As long as any Debt Securities remain Outstanding hereunder, the Company will
designate and maintain in the Borough of Manhattan, The City of New York an
office or agency where such Debt Securities may be presented for payment, and
where such Debt Securities may be presented for registration of transfer and
for exchange as provided in this Indenture. 


          Interest on
Debt Securities may at the option of the Company be paid by check mailed to the
Persons entitled thereto at their respective addresses as such appear on the
registry books of the Company, or, at the option of any Holder of $5,000,000 or
more aggregate principal amount of Debt Securities of any Series and subject to
applicable laws and regulations, be made by transfer to an account denominated
in the currency in which such payment is to be made, maintained by such Holder,
if appropriate wire transfer instructions have been received by the Company or
its agent not less than ten days prior to the applicable interest payment date.



- 15 -






          The Company
will maintain in the Borough of Manhattan, The City of New York an office or
agency where notices and demands to or upon the Company in respect of any Debt
Securities issued hereunder or this Indenture may be served. 


          The Company
may from time to time designate one or more additional offices or agencies
where Debt Securities may be presented for payment, where Debt Securities may
be presented for exchange as provided in this Indenture and where Debt Securities
may be presented for registration of transfer as in this Indenture provided,
and the Company may from time to time rescind any such designation, as the
Company may deem desirable or expedient; provided, however, that
no such designation or rescission shall in any manner relieve the Company of
its obligation to maintain the agencies provided for in this Section 4.02. The
Company will give to the Trustee prompt written notice of any such designation
or rescission thereof. 


          The Company
will give to the Trustee written notice of the location of each such office or
agency and of any change of location thereof. In case the Company shall fail to
maintain any such office or agency in the Borough of Manhattan, The City of New
York or shall fail to give such notice of the location or of any change in the
location thereof, presentations and demands may be made and notices may be
served at the Principal Office of the Trustee. 


          The Company
hereby designates the office of The Bank of New York Mellon at 101 Barclay
Street, New York, New York 10286 as the agency of the Company where Debt
Securities may be presented for payment, for registration of transfer and for
exchange as in this Indenture provided and where notices and demands to or upon
the Company in respect of the Debt Securities or of this Indenture may be
served and as registrar for the Debt Securities. 


          Section
4.03. Appointments to Fill Vacancies in
Trustee’s Office. The Company, whenever necessary to avoid or fill a
vacancy in the office of Trustee, will appoint, in the manner provided in
Section 7.10, a successor Trustee, so that there shall at all times be a
Trustee with respect to all Debt Securities issued hereunder. 


          Section
4.04. Provision as to Paying Agent.
(a) If the Company shall appoint a paying agent other than the Trustee with
respect to the Debt Securities of any Series, it will cause such paying agent
to execute and deliver to the Trustee an instrument in which such agent shall
agree with the Trustee, subject to the provisions of this Section 4.04, 


                         (i)
that it will hold all sums held by it as such agent for the payment of the
principal of, premium, if any, or interest, if any, on such Debt Securities
(whether such sums have been paid to it by the Company or by any other obligor
on such Debt Securities) in trust for the benefit of the Holders of such Debt
Securities; 


                         (ii)
that it will give the Trustee notice of any failure by the Company (or by any
other obligor on such Debt Securities) to make any payment of the principal of,
premium, if any, or interest, if any, on such Debt Securities when the same
shall be due and payable; and 


                         (iii)
that at any time during the continuance of any failure by the Company (or by
any other obligor on such Debt Securities) specified in the preceding 


- 16 -






paragraph (ii), such paying agent will, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by it. 


                    (b)
If the Company shall act as its own paying agent with respect to the Debt
Securities of any Series, it will, on or before each due date of the principal
of, premium, if any, or interest, if any, on such Debt Securities, set aside,
segregate and hold in trust for the benefit of the Holders of such Debt
Securities, a sum sufficient to pay such principal, premium, if any, or
interest, if any, so becoming due and will promptly notify the Trustee of any
failure to take such action and of any failure by the Company (or by any other
obligor on such Debt Securities) to make any payment of the principal of,
premium, if any, or interest, if any, on such Debt Securities when the same
shall become due and payable. 


                    (c)
Anything in this Section 4.04 to the contrary notwithstanding, the Company may,
at any time, for the purpose of obtaining a satisfaction and discharge of this
Indenture, or for any other reason, pay or cause to be paid to the Trustee all
sums held in trust by it, or any paying agent hereunder, as required by this
Section 4.04, such sums to be held by the Trustee upon the trusts herein
contained. 


                    (d)
Anything in this Section 4.04 to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section 4.04 is subject to Sections
12.03 and 12.04. 


                    (e)
Whenever the Company shall have one or more paying agents with respect to the
Debt Securities of any Series, it will, prior to each due date of the principal
of, premium, if any, or interest, if any, on the Debt Securities of such
Series, deposit with a designated paying agent a sum sufficient to pay the
principal, premium, if any, and interest, if any, so becoming due, such sum to
be held in trust for the benefit of the Persons entitled to such principal,
premium, if any, or interest, if any, and (unless such paying agent is the
Trustee) the Company will promptly notify the Trustee of any failure so to act.



          Section
4.05. Statement as to Compliance; Opinion as
to Maintenance of Lien. The Company will furnish to the Trustee on
or before June 1 in each year (beginning with the first June 1 which is not
less than 60 days following the first date of issuance of any Series of Debt
Securities under this Indenture) (a) a certificate (which need not comply with
Section 16.05) from the principal executive, financial or accounting officer or
the Senior Vice President Corporate Treasury and Global Funding Operation of
the Company stating that in the course of the performance by the signer of his
duties as an officer of the Company he would normally have knowledge of any
default or non-compliance by the Company in the performance of any covenants or
conditions contained in this Indenture, stating whether or not he has knowledge
of any such default or non-compliance and, if so, specifying each such default
or non-compliance of which the signer has knowledge and the nature thereof and
(b) the Opinion of Counsel referred to in Section 314(b)(2) of the Trust
Indenture Act, if required thereby. 


- 17 -






ARTICLE FIVE


HOLDER LISTS AND REPORTS BY THE COMPANY AND
THE TRUSTEE


          Section
5.01. Holder Lists. If and so long
as the Trustee shall not be the registrar for any Series of Debt Securities,
the Company will furnish or cause to be furnished to the Trustee with respect
to each Series of Debt Securities issued hereunder a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of
Debt Securities of such Series pursuant to Section 312 of the Trust Indenture
Act (a) semiannually not more than 15 days after each record date for the
payment of interest in respect of the Debt Securities of such Series, as of
such record date and (b) at such other times as the Trustee may request in
writing, within 30 days after receipt by the Company of any such request, as of
a date not more than 15 days prior to the time such information is furnished. 


          Section
5.02. Reports by the Company. The Company
shall file with the Trustee within 15 days after the Company files the same
with the Securities and Exchange Commission (the “SEC”), copies of the annual
reports and of the information, documents and other reports that the Company is
required to file with the SEC pursuant to Section 13 or Section 15(d) of the
Exchange Act or pursuant to Section 314 of the Trust Indenture Act. The Company
will be deemed to have complied with the previous sentence to the extent such
annual reports, information, documents and reports are filed with the SEC via
EDGAR or any successor electronic delivery procedure. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officer’s
Certificates). 


          Section
5.03. Reports by the Trustee. Any
Trustee’s report required under Section 313(a) of the Trust Indenture Act shall
be transmitted on or before May 15 in each year beginning May 15,
[     ], as provided in Section 313(c) of the Trust
Indenture Act, so long as any Debt Securities are Outstanding hereunder, and
shall be dated as of a date convenient to the Trustee no more than 60 days
prior thereto. 


ARTICLE SIX


REMEDIES OF THE TRUSTEE AND HOLDER ON EVENT
OF DEFAULT


          Section 6.01. Events of Default.
The term “Event of Default” whenever used herein means, with respect to any
Series, any one of the following events, continued for the period of time, if
any, and after the giving of notice, if any, designated below: 


                    (a)
default in the payment of the principal, or premium, if any, upon Debt
Securities of such Series; or 


                    (b)
default for 30 days in the payment of interest upon any Debt Security of such
Series; or 


- 18 -






                    (c)
default for 60 days after written notice to the Company from the Trustee or
from the Holders of at least 25% in principal amount of all of the Outstanding
Debt Securities of such Series (with a copy to the Trustee) in performance of
any other covenant or agreement by the Company under this Indenture (other than
such covenants or agreements as are specifically excluded pursuant to a
designation under Section 2.01); 


                    (d)
an event of default, as defined, with respect to any indebtedness for borrowed
money of the Company, as a result of which such indebtedness for borrowed money
of the Company shall have been accelerated and such acceleration shall not have
been rescinded or annulled within 10 days after written notice thereof
(provided however, that the resulting Event of Default with respect to such other
indebtedness for borrowed money may be remedied, cured or waived by the
remedying, curing or waiving of such other default under such other
indebtedness for borrowed money) (a “Cross Acceleration”) and, in each
case, where the principal amount of any such indebtedness for borrowed money,
together with the principal amount of any other such indebtedness for borrowed
money under which there has been a Cross Acceleration, aggregates to more than
the greater of $100.0 million and 10% of all such indebtedness for borrowed
money of the Company and its consolidated subsidiaries then outstanding; 


                    (e)
a decree or order by a court having jurisdiction in the premises shall have
been entered adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization of the Company under the
Federal Bankruptcy Code or any other similar applicable Federal or State law,
and such decree and order shall have continued undischarged and unstayed for a
period of 60 days; or a decree or order of a court having jurisdiction in the
premises for the appointment of a receiver or liquidator or trustee or assignee
(or other similar official) in bankruptcy or insolvency of the Company or of
all or substantially all of its property, or for the winding up or liquidation
of its affairs, shall have been entered, and such decree or order shall have
continued undischarged and unstayed for a period of 60 days; or 


                    (f)
the Company shall institute proceedings to be adjudicated a voluntary bankrupt,
or shall consent to the filing of a bankruptcy proceeding against it, or shall
file a petition or answer or consent seeking reorganization under the Federal
Bankruptcy Code or any other similar applicable Federal or State law, or shall
consent to the filing of any such petition, or shall consent to the appointment
of a receiver or liquidator or trustee or assignee (or other similar official)
in bankruptcy or insolvency of it or of all or substantially all of its
property, 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. 


          If an Event
of Default occurs and is continuing with respect to a Series of Debt
Securities, then and in each and every case, unless the principal of all of the
Debt Securities of such Series shall have already become due and payable,
either the Trustee or the Holders of not less than twenty-five percent in
aggregate principal amount of the Outstanding Debt Securities of such Series,
by notice in writing to the Company (and to the Trustee if given by Holders of
such Outstanding Debt Securities), may declare the principal amount of all Debt
Securities of such Series to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in such Debt Securities contained to the contrary
notwithstanding. This provision, however, is subject to the condition 


- 19 -






that if, at any time after the principal amount of the Debt Securities
of such Series shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained
or entered as hereinafter provided, the Company shall pay or shall deposit with
the Trustee a sum sufficient to pay all matured installments of interest, if
any, upon all such Debt Securities and the principal of, and premium, if any,
on any and all such Debt Securities which shall have become due otherwise than
by acceleration (with interest on overdue installments of interest (to the
extent that payment of such interest is enforceable under applicable law) and
on such principal at the rate borne by the Debt Securities of such Series, to
the date of such payment or deposit) and all amounts payable to the Trustee
pursuant to the provisions of Section 7.06, and any and all defaults under this
Indenture with respect to the Debt Securities of such Series, other than the
nonpayment of principal of and accrued interest on such Debt Securities which
shall have become due solely by acceleration, shall have been remedied or cured
or waived or provision shall have been made therefor to the satisfaction of the
Trustee then and in every such case the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of such Series, by written
notice to the Company and to the Trustee, may waive all defaults with respect
to such Debt Securities and rescind and annul such declaration and its consequences;
but no such waiver or rescission and annulment shall extend to or shall affect
any subsequent default or shall impair any right consequent thereon. 


          In case the
Trustee shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case the Company and the
Trustee shall be restored respectively to their several positions and rights
hereunder, and all rights, remedies and powers of the Company and the Trustee
shall continue as though no such proceedings had been taken. 


          Section
6.02. Payment of Debt Securities on Default;
Suit Therefor. The Company covenants that (a) in case default shall
be made in the payment of any installment of interest upon the Debt Securities
of a Series as and when the same shall become due and payable, and such default
shall have continued for a period of 30 days, or (b) in case default shall be
made in the payment of the principal, or premium, if any, upon a Series of Debt
Securities as and when the same shall become due and payable, whether at
Maturity of such Debt Security or upon redemption or by declaration or
otherwise; then, upon demand of the Trustee, the Company shall pay to the
Trustee, for the benefit of the Holders of the Debt Securities with respect to
which such default shall have occurred, the whole amount that then shall have
become due and payable on any such Debt Securities for principal, premium, if
any, and interest (including interest on overdue interest and principal, if
any) and, in addition thereto, such further amount as shall be sufficient to
cover costs and expenses of collection, and any further amounts payable to the
Trustee pursuant to the provisions of Section 7.06. 


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



- 20 -






any other obligor on such Debt Securities wherever situated the moneys
adjudged or decreed to be payable. 


          In case
there shall be pending proceedings for the bankruptcy or for the reorganization
of the Company or any other obligor on the Debt Securities of any Series under
the Federal Bankruptcy Code or any other similar applicable Federal or State
law, or in case a receiver or trustee (or other similar official) shall have
been appointed for the property of the Company or such other obligor, or in the
case of any other similar judicial proceedings relative to the Company or other
obligor on any Debt Securities, or to the creditors or property of the Company
or such other obligor, the Trustee, irrespective of whether the principal of
any Debt Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have
made any demand pursuant to the provisions of this Section 6.02, shall be
entitled and empowered, by intervention in such proceedings or otherwise, to
file and prove a claim or claims for the whole amount of principal, premium, if
any, and interest, if any, owing and unpaid in respect of any Debt Securities
and, in the case of any judicial proceedings, to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee and of the Holders allowed in such judicial proceedings
relative to the Company or any other obligor on any Debt Securities, its or
their creditors, or its or their property, and to collect and receive any
moneys or other property payable or deliverable on any such claims, and to
distribute the same after the deduction of costs and expenses of collection,
and any further amounts payable to the Trustee pursuant to the provisions of
Section 7.06 and incurred by it up to the date of such distribution; and any
receiver, assignee or trustee (or other similar official) in bankruptcy or
reorganization is hereby authorized by each of the Holders to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee costs
and expenses of collection and any further amounts payable to the Trustee
pursuant to the provisions of Section 7.06 and incurred by it up to the date of
such distribution. 


          Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting any of the
Debt Securities or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding. 


          All rights
of action and of asserting claims under this Indenture, or under any Debt
Securities, may be enforced by the Trustee without the possession of such Debt
Securities or the production thereof in any trial or other proceeding relative
thereto, and any such suit or proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall be for the ratable benefit of the holders of the Debt Securities
in respect of which such action was taken. In any proceedings brought by the
Trustee (and also any proceedings in which a declaratory judgment of a court
may be sought as to the interpretation or construction of any provision of this
Indenture, to which the Trustee shall be a party), the Trustee shall be held to
represent all the holders of the Debt Securities to which such proceedings
relate, and it shall not be necessary to make any holders of such Debt
Securities parties to any such proceedings. 


- 21 -






          Section
6.03. Application of Moneys Collected by
Trustee. Any moneys collected by the Trustee pursuant to this
Article Six shall be applied in the order following, at the date or dates fixed
by the Trustee for the distribution of such moneys, upon presentation of the
several Debt Securities in respect of which moneys have been collected, 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 7.06; 

 
	
  

 	
  

 
	
  

 	
           SECOND:
 To the payment of the amounts then due and unpaid for principal of and any
 premium and interest on the Debt Securities 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
 Debt Securities for principal and any premium and interest, respectively; and
 

 
	
  

 	
  

 
	
  

 	
           THIRD:
 To the payment of the balance, if any, to the Company or any other Person or
 Persons legally entitled thereto. 

 


          Section
6.04. Proceedings by Holders. No
Holder of any Debt Security of any Series shall have any right by virtue of or
by availing of any provision of this Indenture to institute any suit, action or
proceeding to the extent lawful in equity or at law upon or under or with
respect to this Indenture or for the appointment of a receiver or trustee (or
other similar official), or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default with
respect to the Debt Securities of such Series and of the continuance thereof,
as hereinbefore provided, and unless also the Holders of not less than
twenty-five percent in aggregate principal amount of the Outstanding Debt
Securities of such Series shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding, it being understood and intended, and being
expressly covenanted by the taker and Holder of every Debt Security with every
other taker and Holder and the Trustee, that no one or more Holders of Debt
Securities of such Series shall have any right in any manner whatever by virtue
of or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holder of Debt Securities of such Series, or
to obtain or seek to obtain priority over or preference to any other such
Holder or to enforce any right under this Indenture, except in the matter
herein provided and for the equal, ratable and common benefit of all Holders of
Debt Securities of such Series. 


          Notwithstanding
any other provisions in this Indenture, however, the right of any Holder of any
Debt Security to receive payment of the principal of, premium, if any, and
interest, if any, on such Debt Security, on or after the respective due dates
expressed in such Debt Security, or upon redemption, by declaration, repayment
or otherwise, or to institute suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder, and no provision of the Debt Securities of any Series
or of this Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, premium, if any, and
interest, if any, on such Debt 


- 22 -






Securities at the respective places, at the respective times, at the
respective rates and in the coin or currency, therein and herein prescribed. 


          Section
6.05. Proceedings by Trustee. In
case of an Event of Default hereunder, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any of such rights, either by suit in equity or by
action at law or by proceeding in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture
or in aid of the exercise of any power granted in this Indenture, or to enforce
any other legal or equitable right vested in the Trustee by this Indenture or
by law. 


          Unless
directed by the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of a Series in accordance with and subject to the conditions set forth in Section 6.07, the Trustee
shall have no right or obligation under this Indenture or otherwise to exercise
any remedies on behalf of the Holders of the Debt Securities of such Series in
connection with any default by the Company under this Indenture that, with the
giving of notice, passage of time or both, could not become an Event of
Default.
In connection with any such exercise of remedies, the Trustee shall be entitled to the same
immunities and protections and remedial rights (other than acceleration) as if such default
were an Event of Default, including, without limitation, immunities and protections under Section 7.01(c).


          Section
6.06. Remedies Cumulative and Continuing.
All powers and remedies given by this Article Six to the Trustee or to the
Holders of the Debt Securities of any Series shall, to the extent permitted by
law, be deemed cumulative and not exclusive of any thereof or of any other
powers and remedies available to the Trustee or the Holders of such Debt
Securities, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no
delay or omission of the Trustee or of any Holder of any such Debt Securities
to exercise any right or power accruing upon any default occurring and
continuing as aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence therein; and,
subject to the provisions of Section 6.04, every power and remedy given by this
Article Six or by law to the Trustee or to the Holders of the Debt Securities
may be exercised from time to time, and as often as shall be deemed expedient,
by the Trustee or by the holders of such Debt Securities. 


          Section
6.07. Direction of Proceedings and Waiver of
Defaults by Holders. The holders of a majority in aggregate
principal amount of the Debt Securities of any Series at the time Outstanding
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Debt Securities of such
Series; provided, however, that (subject to the provisions
of Section 7.01) the Trustee shall have the right to decline to follow any such
direction if the Trustee, being advised by counsel, determines that the action
or proceeding so directed may not lawfully be taken or 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 Responsible Officers shall determine
that the action or proceeding so directed would involve the Trustee in personal
liability. Prior to any declaration accelerating the Maturity of the Debt
Securities of any Series, the Holders of a majority in aggregate principal amount
of the Debt Securities of such Series at the time Outstanding may on behalf of
the Holders of all such Debt Securities waive any past default or Event of
Default with respect to the Debt Securities of such Series and its consequences
except a default in the payment of interest, if any, on, or the principal or
premium, 


- 23 -






if any, upon any Debt Security, or in respect of a covenant or
provision hereof which under Section 10.02 cannot be modified or amended
without the consent of the Holder of each Debt Security affected thereby. Upon
any such waiver the Company, the Trustee and the Holders of such Debt
Securities shall be restored to their former position and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon. Whenever any
default or Event of Default hereunder shall have been waived as permitted by
this Section 6.07, said default or Event of Default shall for all purposes of
the Debt Securities and this Indenture be deemed to have been cured and to be
not continuing. 


          Section
6.08. Notice of Defaults. The
Trustee shall, within 90 days after the occurrence of a default with respect to
the Debt Securities of any Series, give notice of all defaults known to a
Responsible Officer of the Trustee to all Holders of Debt Securities of such
Series in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act, unless such defaults shall have been cured before the giving of such
notice (the term “defaults” for the purpose of this Section 6.08 being hereby
defined to be the events specified in Section 6.01, not including the periods
of grace, if any, provided for therein and irrespective of the giving of the
notices specified in clauses (c) and (d) of Section 6.01); provided, however,
that except in the case of default in the payment of the principal of,
premium, if any, or interest, if any, on any of the Debt Securities of such
Series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee, or a trust committee
of directors and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interest of the Holders
of such Series of Debt Securities. 


          Section
6.09. Undertaking to Pay Costs.
All parties to this Indenture agree, and each Holder of any Debt Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
omitted or suffered 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 6.09 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder of any Series of Debt Securities
or group of such holders, holding in the aggregate more than twenty-five percent
in principal amount of the Outstanding Debt Securities of such Series or to any
suit instituted by any Holder for the enforcement of the payment of the
principal of, premium, if any, or interest, if any, on any Debt Security on or
after the due date expressed in such Debt Security, on or after the date fixed
for redemption or repayment or after such Debt Security shall have become due
by declaration. 


ARTICLE SEVEN


CONCERNING THE TRUSTEE


          Section
7.01. Duties and Responsibilities of Trustee.
The Trustee, prior to the occurrence of any Event of Default with respect to a
Series of Debt Securities and after the curing or waiving of all Events of
Default which may have occurred with respect to such Series, 


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undertakes to perform such duties and only such duties with respect to
such Series as are specifically set forth in this Indenture. In case an Event
of Default with respect to the Debt Securities of a Series has occurred (which
has not been cured or waived), the Trustee shall exercise such of the rights
and powers vested in it by this Indenture with respect to such Series, 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. 


          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 


                    (a)
prior to the occurrence of an Event of Default with respect to a Series of Debt
Securities and after the curing or waiving of all Events of Default which may
have occurred with respect to such Series: 


                         (i)
the duties and obligations of the Trustee with respect to the Debt Securities
of such Series shall be determined solely by the express provisions of this
Indenture, and the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Indenture,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and 


                         (ii)
in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any 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)
the Trustee shall not be liable for any error of judgment made in good faith by
a Responsible Officer or Officers of the Trustee, unless it shall be proved
that the Trustee was negligent in ascertaining the pertinent facts; and 


                    (c)
the Trustee shall not be liable with respect to any action taken, omitted or
suffered to be taken by it in good faith in accordance with the direction of
the Holders of Debt Securities of any Series pursuant to Section 6.07 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 such Debt Securities. 


          None of the
provisions of this Indenture shall be construed as requiring the Trustee to
expend or risk its own funds or otherwise to incur any personal 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. 


          The
provisions of this Section 7.01 are in furtherance of and subject to Section
315 of the Trust Indenture Act. 


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          Section
7.02. Reliance on Documents,
Opinions, etc. In
furtherance of and subject to the Trust Indenture Act, and subject to the
provisions of Section 7.01:


                    (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 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, direction, order or demand of the Company mentioned herein shall
be sufficiently evidenced by an instrument signed in the name of the Company
    by an Officer (unless other evidence
in respect thereof be herein specifically prescribed); and any resolution of
the Board of Directors of the Company may be evidenced to the Trustee by a copy
thereof certified by the Secretary, an Assistant Secretary or an Attesting
Secretary of the Company;


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


                    (d)
the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request, order or direction of any
of the Holders, pursuant to the provisions of this Indenture, unless such
Holders shall have offered reasonable security and indemnity satisfactory to
the Trustee against the costs, expenses and liabilities which might be incurred
therein or thereby;


                    (e)
the Trustee shall not be liable for any action taken, omitted or suffered 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;


                    (f)
the Trustee shall not be bound to make any inquiry or investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, note or
other paper or document unless requested in writing so to do by the holders of
a majority in aggregate principal amount of the Outstanding Debt Securities of
any affected Series; provided, however, that if the
payment within a reasonable time to the Trustee of the costs and expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security conferred upon it by the terms of this Indenture, the Trustee may
require reasonable indemnity against such costs, expenses or liabilities as a
condition to so proceeding; and the reasonable expenses of such investigation
shall be paid by the Company or, if paid by the Trustee, shall be repaid by the
Company upon demand; 


                    (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


- 26 -






not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder; and


                    (h)
the Trustee shall not be deemed to have notice of any default hereunder 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 or Event of Default is received by the Trustee at the Principal Office
of the Trustee, and such notice references the Debt Securities and this
Indenture.


          Section
7.03. No
Responsibility for Recitals, etc. The recitals contained
herein and in the Debt Securities shall be taken as the statements of the Company
(except in the Trustee’s certificates of authentication), and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Debt Securities, provided that the Trustee shall not be relieved
of its duty to authenticate Debt Securities only as authorized by this
Indenture. The Trustee shall not be accountable for the use or application by
the Company of any of the Debt Securities or of the proceeds thereof.


          Section
7.04. Ownership
of Debt Securities. The Trustee and any agent of the Company or of
the Trustee, in its individual or any other capacity, may become the owner or
pledgee of Debt Securities with the same rights it would have if it were not
Trustee or such agent.


          Section
7.05. Moneys
to be Held in Trust. Subject to the provisions of Sections 4.04,
12.03, 12.04 and 16.11, all moneys received by the Trustee or any paying agent
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. Neither the Trustee nor any paying
agent shall be under any liability for interest on any moneys received by it
hereunder except such as it may agree in writing with the Company to pay
thereon. So long as no Event of Default shall have occurred and be continuing,
all interest allowed on any such moneys shall be paid from time to time upon
the written order of the Company, signed by an Officer.


          Section
7.06. Compensation
and Expenses of Trustee. The Company covenants and agrees to pay to
the Trustee from time to time, and the Trustee shall be entitled to, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) and, except as otherwise
expressly provided, the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of
its counsel and of all Persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Company also covenants to indemnify the Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Trustee, arising out of or in connection with the
acceptance or administration of this trust and its duties hereunder, including
the costs and expenses of defending itself against any claim of liability in
the premises. The obligations of the Company under this Section 7.06 to
compensate and indemnify the Trustee and to pay or 


- 27 -






reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture.


          Section
7.07. Officer’s
Certificate as Evidence. Subject to the provisions of
Sections 7.01 and 7.02, whenever in the administration of the provisions
of this Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking, omitting or suffering any
action to be taken hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officer’s Certificate delivered to the Trustee, and such
Certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, omitted or
suffered by it under the provisions of this Indenture upon the faith thereof.


          Section
7.08. Disqualification;
Conflicting Interests for the Trustee. The Trustee shall comply with
the provisions of Section 310(b) of the Trust Indenture Act.


          Section
7.09. Eligibility
of Trustee. The Trustee hereunder shall at all times be a
corporation organized and doing business under the laws of the United States or
any State, which (a) is authorized under such laws to exercise corporate
trust powers and (b) is subject to supervision or examination by Federal
or State authority and (c) shall have at all times a combined capital and
surplus of not less than $10,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law, or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 7.09, the combined capital and surplus of such corporation at any
time shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of this
Section 7.09, the Trustee shall resign immediately in the manner and with
the effect specified in Section 7.10.


          The
provisions of this Section 7.09 are in furtherance of and subject to
Section 310(a) of the Trust Indenture Act.


          Section
7.10. Resignation
or Removal of Trustee. (a) The Trustee, or any Trustee or Trustees
hereafter appointed, may at any time resign with respect to any one or more or
all Series of Debt Securities by giving written notice of resignation to the
Company and by mailing notice of such resignation to the Holders of Outstanding
Debt Securities at their addresses as they shall appear on the registry books
of the Company. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor Trustee or Trustees with respect to the applicable
Series by written instrument, in duplicate, executed in the name of and on
behalf of the Company by a duly authorized officer, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed with
respect to any Series and have accepted appointment within 60 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, or
any Holder who has been a bona fide Holder of a Debt Security or Debt
Securities of the applicable Series for at least six months may, subject to the
provisions of Section 6.09, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor Trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor Trustee.


- 28 -






                    (b)
In case at any time any of the following shall occur:


                              (i)
the Trustee shall fail to comply with the provisions of
Section 310(b) of the Trust Indenture Act with respect to any Series
of Debt Securities after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Debt Security or Debt Securities of
such Series for at least six months, or


                              (ii)
the Trustee shall cease to be eligible in accordance with the provisions of
Section 7.09 and Section 310(a) of the Trust Indenture Act of
1939 with respect to any Series of Debt Securities and shall fail to resign
after written request therefor by the Company or by any such Holder, or


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


then, in any such case, the Company may remove the Trustee with respect
to such Series and appoint a successor Trustee with respect to such Series by
written instrument, in duplicate, executed in the name of and on behalf of the
Company by a duly authorized officer, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor Trustee, or,
subject to the provisions of Section 315(e) of the Trust Indenture
Act, any Holder who has been a bona fide Holder of a Debt Security or Debt
Securities of such Series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee with
respect to such Series. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
Trustee with respect to such Series.


                    (c)
The holders of a majority in aggregate principal amount of the Debt Securities
of one or more Series (each Series voting as a class) or all Series at the time
Outstanding may remove the Trustee with respect to the applicable Series or all
Series, as the case may be, and appoint with respect to the applicable Series
or all Series, as the case may be, a successor Trustee by written notice of
such action to the Company, the Trustee and the successor Trustee.


                    (d)
Any resignation or removal of the Trustee with respect to any Series and any
appointment of a successor Trustee with respect to such Series pursuant to any
of the provisions of this Section 7.10 shall become effective upon
acceptance of appointment by the successor Trustee as provided in
Section 7.11.


                    (e)
No predecessor Trustee shall be liable for the acts or omissions of any
successor Trustee.


          Section
7.11. Acceptance
by Successor Trustee. Any successor Trustee appointed as provided in
Section 7.10 shall execute, acknowledge and deliver to the Company and to
its predecessor Trustee an instrument accepting such appointment hereunder, and
thereupon the 


- 29 -






resignation or removal of the predecessor Trustee with respect to any
or all applicable Series shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, duties and obligations with respect to such Series of its
predecessor hereunder, with like effect as if originally named as Trustee
herein; but, nevertheless, on the written request of the Company or of the
successor Trustee, the Trustee ceasing to act shall, upon payment (or due
provision therefor) of any amounts then due it pursuant to the provisions of
Section 7.06, execute and deliver an instrument transferring to such
successor Trustee all the rights and powers with respect to such Series of the
Trustee so ceasing to act. Upon request of any such successor Trustee, the
Company shall execute any and all instruments in writing in order more fully
and certainly to vest in and confirm to such successor Trustee all such rights
and powers.


          In case of
the appointment hereunder of a successor Trustee with respect to the Debt
Securities of one or more (but not all) Series, the Company, the predecessor
Trustee and each successor Trustee with respect to the Debt Securities of any
applicable Series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Debt Securities of any Series as to which the
predecessor Trustee is not retiring shall continue to be vested in the
predecessor Trustee, and shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the 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.


          No
successor Trustee with respect to a Series of Debt Securities shall accept
appointment as provided in this Section 7.11 unless at the time of such
acceptance such successor Trustee shall, with respect to such Series, be
qualified under Section 310(b) of the Trust Indenture Act and
eligible under the provisions of Section 7.09.


          Upon
acceptance of appointment by a successor Trustee with respect to any Series as
provided in this Section 7.11, the Company shall give notice thereof to
the holders of Debt Securities of each Series affected, by mailing such notice
to such holders at their addresses as they shall appear on the registry books
of the Company. If the Company fails to mail such notice within ten days after
the acceptance of appointment by the successor Trustee, the successor Trustee
shall cause such notice to be given at the expense of the Company.


          Section
7.12. Succession
by Merger, etc. 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 to the
Trustee hereunder, provided such corporation shall be qualified under
Section 310(b) of 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, anything herein to the contrary notwithstanding.


- 30 -






          In case at
the time such successor to the Trustee shall succeed to the trust created by
this Indenture with respect to one or more Series of Debt Securities, any of
such securities shall have been authenticated but not delivered, any such
successor to the Trustee by merger, conversion or consolidation may adopt the
certificate of authentication of any predecessor Trustee, and deliver such Debt
Security so authenticated; and in case at that time any of such Debt Securities
shall not have been authenticated, any successor to the Trustee may
authenticate such Debt Securities either in the name of such successor to the
Trustee or, if such successor to the Trustee is a successor by merger,
conversion or consolidation, the name of any predecessor hereunder; and in all
such cases such certificate shall have the full force which it is anywhere in
such Debt Securities or in this Indenture provided that the certificate of the
Trustee shall have.


          Section
7.13. Appointment
of Authenticating Agent. The Trustee may appoint an Authenticating
Agent or Agents which shall be authorized to act on behalf of the Trustee to
authenticate Debt Securities issued upon original issue and upon exchange,
registration of transfer, or partial redemption or pursuant to Section 2.07
and Debt 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 Debt Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$10,000,000 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 7.13, 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 7.13, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section 7.13.


          Any
corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be
a party, or any corporation succeeding to the corporate agency or corporate
trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section 7.13, 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 7.13, the Trustee may appoint a successor
Authenticating Agent which shall be 


- 31 -






acceptable to the Company and shall mail written notice of such
appointment by first-class mail, postage prepaid, to all holders of Debt
Securities as their names and addresses appear in the Security register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 7.13.


          The Company
agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 7.13.


          If an
appointment is made pursuant to this Section 7.13, the Debt Securities may
have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternative certificate of authentication in the following
form:


Dated:


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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 [THE BANK OF
 NEW YORK MELLON],

 
	
  

 	
  

 	
 As Trustee

 
	
  

 	
  

 	
  

 
	
  

 	
 [AUTHENTICATING
 AGENT],

 
	
  

 	
  

 	
 As
 Authenticating Agent

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
 ______________________________

 	
 ,

 
	
  

 	
  

 	
 Authorized
 Signatory

 


ARTICLE EIGHT


CONCERNING THE HOLDERS


          Section
8.01. Action
by Holders. Whenever in this Indenture it is provided that the
holders of a specified percentage in aggregate principal amount of the Debt
Securities of any or all Series may take any action (including the making of
any demand or request, the giving of any notice, consent or waiver or the
taking of any other action) the fact that at the time of taking any such action
the Holders of such specified percentage have joined therein may be evidenced
(a) by any instrument or any number of instruments of similar tenor
executed by such Holders in person or by agent or proxy appointed in writing,
or (b) by the record of such Holders of Debt Securities voting in favor
thereof at any meeting of such Holders duly called and held in accordance with
the provisions of Article Nine, or (c) by a combination of such instrument
or instruments and any such record of such a meeting of such Holders.


          Section
8.02. Proof
of Execution by Holders. Subject to the provisions of Sections 7.01,
7.02 and 9.05, the execution of any instrument by a Holder or his agent or
proxy may be 


- 32 -






proved in the following manner: The fact and date of the execution by
any Holder of any instrument may be proved by the certificate of any notary
public or other officer of any jurisdiction authorized to take acknowledgements
of deeds or administer oaths that the Person executing such instruments
acknowledged to him the execution thereof, or by an affidavit of a witness to
such execution sworn to before any such notary or other such officer or in any
other manner that the Trustee may deem sufficient. Where such execution is by
or on behalf of any legal entity other than an individual, such certificate or
affidavit shall also constitute sufficient proof of the authority of the Person
executing the same. 


          The
ownership of Debt Securities shall be proved by the registry books of the
Company.


          The record
of any Holders’ meeting shall be proved in the manner provided in
Section 9.07.


          The Company
may set a record date for purposes of determining the identity of holders of
Debt Securities of any Series entitled to vote or consent to any action
referred to in Section 8.01, which record date may be set at any time or
from time to time by notice to the Trustee, for any date or dates (in the case
of any adjournment or reconsideration) not more than 60 days nor less than five
days prior to the proposed date of such vote or consent, and thereafter,
notwithstanding any other provisions hereof, with respect to Debt Securities of
any Series, only holders of Debt Securities of such Series of record on such
record date shall be entitled to so vote or give such consent or revoke such
vote or consent.


          Section
8.03. Who
are Deemed Absolute Owners. The Company, the Trustee and any agent
of the Company or of the Trustee may deem the Person in whose name any Debt
Security shall be registered upon the books of the Company to be, and may treat
such Person as, the absolute owner of such Debt Security (whether or not such
Debt Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of
the principal of, premium, if any, and (subject to Section 2.04) interest, if
any, on such Debt Security and for all other purposes; and neither the Company
nor the Trustee nor any agent of the Company or of the Trustee shall be
affected by any notice to the contrary. 


          Section
8.04. Company-Owned
Debt Securities Disregarded. In determining whether the holders of
the requisite aggregate principal amount of any or all Series of Debt
Securities have concurred in any demand, request, notice, direction, consent or
waiver under this Indenture, Debt Securities which are owned by the Company or
any other obligor on the Debt Securities with respect to which such
determination is being made or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company or
any other obligor on the Debt Securities with respect to which such
determination is being made shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination; provided that
for the purposes of determining whether the Trustee shall be protected in
relying on any such demand, request, notice, direction consent or waiver, only
Debt Securities which a Responsible Officer of the Trustee knows are so owned
shall be so disregarded. Debt Securities so owned which have been pledged in
good faith may be regarded as Outstanding for the purposes of this
Section 8.04 if the pledgee shall establish to the satisfaction of the
Trustee the pledgee’s right to vote such Debt Securities and that the pledgee
is not a Person directly or 


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indirectly controlling or controlled by or under direct or indirect
common control with the Company of any such other obligor. In the case of a
dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.


          Section
8.05. Revocation
of Consents; Future Holders Bound. At any time prior to (but not
after) the evidencing to the Trustee, as provided in Section 8.01, of the
taking of any action by the holders of the percentage in aggregate principal
amount of the Debt Securities of any or all Series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a
Debt Security which is shown by the evidence to be included in the Debt
Securities the holders of which have consented to such action may, by filing
written notice with the Trustee at the Principal Office of the Trustee and upon
proof of holding as provided in Section 8.02, revoke such action so far as
concerns such Debt Security. Except as aforesaid any such action taken by the
Holder of any Debt Security shall be conclusive and binding upon such Holder
and upon all future holders of such Debt Security, irrespective of whether or
not any notation in regard thereto is made upon such Debt Security or any Debt
Security issued in exchange or substitution therefor.


ARTICLE NINE


HOLDER’S MEETINGS


          Section
9.01. Purposes
of Meetings. A meeting of holders of Debt Securities of any or all
Series may be called at any time and from time to time pursuant to the
provisions of this Article Nine for any of the following purposes:


                    (a)
to give any notice to the Company or to the Trustee, or to give any directions
to the Trustee, or to consent to the waiving of any default thereunder and its
consequences, or to take any other action authorized to be taken by Holders
pursuant to any of the provisions of Article Six;


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


                    (c)
to consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 10.02; or


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


          Section
9.02. Call
of Meeting by Trustee. The Trustee may at any time call a meeting of
Holders of Debt Securities of any or all Series to take any action specified in
Section 9.01, to be held at such time and at such place as the Trustee
shall determine. Notice of every meeting of the holders of Debt Securities of
any or all 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
by mailing notice of such meeting to the Holders of Outstanding Debt Securities
at their addresses as they shall appear on the registry books of the Company.
Such notice shall be given not less than 10 nor more than 90 days prior to the
date fixed for the meeting.


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          Section
9.03. Call
of Meeting by Company or Holders. In case at any time a duly
authorized officer of the Company in the name of and on behalf of the Company
or the Holders of at least ten percent in aggregate principal amount of the
Outstanding Debt Securities of any Series that may be affected by the action
proposed to be taken at the meeting, shall have requested the Trustee to call a
meeting of the Holders of Debt Securities of all Series that may be so
affected, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have given the
notice of such meeting within 20 days after receipt of such request, then the
Company or such Holders, in the amount specified above, may determine the time
and the place for such meeting and may call such meeting to take any action
authorized in Section 9.01, by giving notice thereof as provided in
Section 9.02.


          Section
9.04. Qualifications
for Voting. To be entitled to vote at any meeting of Holders, a
Person shall (a) be a Holder of one or more Debt Securities with respect
to which such meeting is being held or (b) be a Person appointed by an
instrument in writing as proxy by a Holder of one or more such Debt Securities.
The only Persons who shall be entitled to be present or to speak at any meeting
of Holders shall be the Persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.


          Section
9.05. Quorum;
Adjourned Meetings. The Persons entitled to vote a majority in
aggregate principal amount of the Debt Securities at the time Outstanding shall
constitute a quorum for the transaction of all business specified in
Section 9.01. No business shall be transacted in the absence of a quorum
(determined as provided in this Section 9.05). In the absence of a quorum
within 30 minutes after the time appointed for any such meeting, the meeting
shall, if convened at the request of the Holders of Debt Securities (as
provided in Section 9.03), be dissolved. In any other case the meeting
shall be adjourned for a period of not less than ten days as determined by the
chairman of the meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting shall be further adjourned for a period of not
less than ten days as determined by the chairman of the meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in
Section 9.02, except that such notice need be published only once and must
be mailed or published not less than five days prior to the date on which the
meeting is scheduled to be reconvened.


          Subject to
the foregoing, at the second reconvening of any meeting adjourned for lack of a
quorum, the Persons entitled to vote twenty-five percent in aggregate principal
amount of the Outstanding Debt Securities shall constitute a quorum for the
taking of any action set forth in the notice of the original meeting. Notice of
the reconvening of an adjourned meeting shall state expressly the percentage of
the aggregate principal amount of the Outstanding Debt Securities which shall
constitute a quorum.


          At a
meeting or any adjourned meeting duly convened and at which a quorum is present
as aforesaid, any resolution and all matters (except as limited by the proviso
in Section 10.02 and except with respect to directions and waivers under
Sections 6.01 and 6.07) shall be effectively passed and decided if passed or
decided by the Persons entitled to vote the lesser of (a) a majority in
aggregate principal amount of the Outstanding Debt Securities and (b) seventy-five
percent in aggregate principal amount of the Debt Securities represented and
voting at the meeting.


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          Any Holder
of a Debt Security who has executed in person or by proxy and delivered to the
Trustee an instrument in writing complying with the provisions of Article Eight
shall be deemed to be present for the purposes of determining a quorum and be
deemed to have voted; provided that such Holder of a Debt
Security shall be considered as present or voting only with respect to the
matters covered by such instrument in writing.


          Section
9.06. Regulations.
Notwithstanding any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of
Holders, in regard to proof of the holding of Debt Securities and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote and such other matters concerning the
conduct of the meeting as it shall think fit. Except as otherwise permitted or
required by any such regulations, the holding of Debt Securities shall be
proved in the manner specified in Section 8.02 and the appointment of any
proxy shall be proved in the manner specified in Section 8.02.


          The Trustee
shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
as provided in Section 9.03, in which case the Company or the Holders
calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by majority vote of the meeting.


          Subject to
the provisions of Section 8.04, at any meeting each Holder of Debt
Securities with respect to which such meeting is being held or proxy for such
Holder shall be entitled to one vote for each $1,000 (or the equivalent thereof
in any foreign or composite currency) of principal amount of such Debt
Securities held or represented by him; provided, however, that
no vote shall be cast or counted at any meeting in respect of any such Debt
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote
other than by virtue of such Debt Securities held by him or instruments in
writing as aforesaid duly designating him as the Person to vote on behalf of
other such Holders. Any meeting of holders of Debt Securities with respect to
which a meeting was duly called pursuant to the provisions of Section 9.02
or 9.03 may be adjourned from time to time by a majority of those present,
whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.


          Section
9.07. Voting. The vote upon any resolution submitted to any meeting of holders of Debt
Securities with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signatures of such Holder of Debt
Securities or of their representatives by proxy and the principal amount held
or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of Holders
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 and setting forth a copy of the notice of the meeting and showing
that said notice was given as provided in Section 9.02. The record will
show the principal amount of the Debt  


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Securities voting in favor of or against any resolution. The record
shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee, 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.


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


ARTICLE TEN


SUPPLEMENTAL INDENTURES


          Section
10.01. Supplemental
Indentures without Consent of Holders. The Company and the Trustee
may, from time to time and at any time enter into an indenture or indentures
supplemental hereto for one or more of the following purposes:


                    (a)
to evidence pursuant to Article Eleven the succession of another Person to the
Company or successive successions, and the assumption by the successor Person
of the covenants, agreements and obligations of the Company;


                    (b)
to add covenants for the benefit of the Holders of the Debt Securities of any
Series or any additional Event of Default for the Debt Securities of any
Series;


                    (c)
to create a Series and establish its terms;


                    (d)
to secure the Debt Securities of any Series or, if applicable, to add
additional collateral as security for the Debt Securities of any Series or all
or any guarantees thereof, and to provide for any and all matters relating
thereto, and to provide for the release of any collateral as security for the
Debt Securities of any Series or all or any guarantees thereof, if any, in
accordance with the terms of this Indenture;


                    (e)
to release a guarantor in respect of any Series which, in accordance with the
terms of this Indenture applicable to the particular Series, ceases to be
liable in respect of its guarantee;


                    (f)
to add a guarantor in respect of any Series;


                    (g)
to provide that specific provisions of this Indenture shall not apply to a
Series not previously issued or to make a change to specific provisions of this
Indenture that only applies to any Series not previously issued or to
additional Debt Securities of a Series not previously issued; 


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                    (h)
to evidence the appointment of a successor Trustee;


                    (i)
to cure any ambiguity or to correct or supplement any provision contained
herein to the extent not inconsistent with other provisions of this Indenture
or otherwise amend or supplement the terms of the Debt Securities of any Series
or this Indenture to the extent such amendment or supplement does not adversely
affect the interests of the Holders of such Debt Securities in any material
respect; or


                    (j)
to conform the text of this Indenture or the Debt Securities of any Series to
the final prospectus, offering memorandum or similar offering document in
respect of such Series to the extent that such provision was intended to be a
verbatim recitation of a provision of this Indenture or the Debt Securities of
such Series.


          The Trustee
is hereby authorized to join with the Company in the execution of any such
supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not
be obligated to, but may in its discretion, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise.


          Any
supplemental indenture authorized by the provisions of this Section 10.01
may be executed by the Company and the Trustee without the consent of the
Holders of any of the Debt Securities at the time Outstanding, notwithstanding
any of the provisions of Section 10.02.


          Section
10.02. Supplemental
Indentures with Consent of Holders. With the consent (evidenced as
provided in Sections 8.01 and 8.02) of the Holders of not less than a majority
in aggregate principal amount of the Debt Securities of each Series affected by
such supplemental indenture at the time Outstanding (each Series voting as a
separate class), and unless otherwise specified pursuant to Section 2.01 with
respect to a Series of Debt Securities, the Company and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or the Debt Securities of such Series or modifying in any manner the
rights of the Holders of the Outstanding Debt Securities of such Series; provided,
however, that no such supplemental indenture shall
(i) extend the Maturity of any Outstanding Debt Security, extend the time
of payment of interest, if any, thereon, or reduce the interest rate or
principal amount thereof, or make the principal thereof or premium, if any, or
interest, if any, thereon payable in any coin or currency other than that
provided in any Outstanding Debt Security, modify any redemption or repurchase
right to the detriment of a Holder of a Debt Security, or impair the right of
any Holder of a Debt Security to institute suit for any such payment, (ii)
reduce the percentage of the aggregate principal amount of Outstanding Debt
Securities, the Holders of which are required to consent to any such
supplemental indenture or any waiver of any past covenant or default or Event
of Default pursuant to Section 6.07 or (iii) modify any provision of
Section 6.07 or 10.02 (except to increase any such percentage or to
provide that specified other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Debt Security so affected)
without, in the case of each of the foregoing clauses (i), (ii) and (iii), the
consent of the Holder of each Debt Security so affected. A supplemental
indenture which changes or 


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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 Outstanding Debt Securities, or which modifies the rights of the Holders of
Outstanding Debt 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 Debt Securities of any other Series.


          Upon the
request of the Company and upon the filing with the Trustee of evidence of the
consent of Holders as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.


          It shall
not be necessary for the consent of the Holders under this Section 10.02
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such consent shall approve the substance thereof.


          Section
10.03. Compliance
with Trust Indenture Act; Effect of Supplemental Indentures. Any
supplemental indenture executed pursuant to the provisions of this Article Ten
shall comply with the Trust Indenture Act as then in effect. Upon the execution
of any supplemental indenture pursuant to the provisions of this Article Ten,
this Indenture shall be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the Holders
of Debt Securities shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.


          Section
10.04. Notation
on Securities. Debt Securities authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article Ten may bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company or the
Trustee shall so determine, new Debt Securities of any Series so modified as to
conform, in the opinion of the Trustee and a duly authorized officer of the
Company, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Outstanding Debt
Securities.


          Section
10.05. Evidence
of Compliance of Supplemental Indenture to be Furnished Trustee. The
Trustee, subject to the provisions of Sections 7.01 and 7.02, shall be entitled
to receive an Officer’s Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article Ten.


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ARTICLE ELEVEN


CONSOLIDATION, MERGER, SALE OR CONVEYANCE


          Section
11.01. Company
May Not Consolidate, etc., Except Under Certain Conditions. The Company covenants that it
will not merge or consolidate with any other Person or sell, convey, transfer
or otherwise dispose of all or substantially all of its assets to any other
Person, unless (i) either the Company shall be the continuing entity, or the
successor Person (if other than the Company) shall be an entity organized and
existing under the laws of the United States of America or a State thereof and
such an entity shall expressly assume all obligations of the Company under this
Indenture, including the due and punctual payment of the principal of, and
premium, if any, and interest, if any, on all the Outstanding Debt Securities,
if any, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company by
supplemental indenture in form satisfactory to the Trustee, executed and
delivered to the Trustee by such an entity and (ii) the Company or such
successor entity, as the case may be, shall not, immediately after such merger
or consolidation, or such sale, conveyance, transfer or other disposition, be
in default in the performance of any such covenant or condition under this
Indenture. In the event of any such sale, conveyance (other than by way of
lease), transfer or other disposition, the predecessor entity may be dissolved,
wound up and liquidated at any time thereafter.


          Section
11.02. Successor entity to be Substituted.
In case of any such
consolidation, merger, sale, conveyance (other than by way of lease), transfer
or other disposition, and upon any such assumption by the successor entity,
such successor entity shall succeed to and be substituted for the Company, with
the same effect as if it had been named herein as the Company, and the Company
shall be released from any further obligation under this Indenture and under
the Outstanding Debt Securities, if any. Such successor entity thereupon may
exercise all rights and powers of the Company under this Indenture and cause to
be signed, and may issue either in its own name or in the name of General
Electric Capital Corporation, any or all of the Debt Securities issuable
hereunder; and, upon the order of such successor entity, instead of the
Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and deliver any Debt
Securities, and any Debt Securities which such successor entity thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All the
Debt Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Debt Securities theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Debt
Securities had been issued at the date of the execution hereof.


          In case of
any such consolidation, merger, sale, conveyance, transfer or other
disposition, such changes in phraseology and form (but not in substance) may be
made in the Debt Securities thereafter to be issued as may be appropriate.


          Section
11.03. Documents to be Given Trustee.
The Trustee, subject to the
provisions of Sections 7.01 and 7.02, shall be entitled to receive an Officer’s
Certificate and an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, conveyance, transfer or other disposition, and any
such assumption, comply with the provisions of this Article Eleven.


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ARTICLE TWELVE



SATISFACTION AND DISCHARGE OF INDENTURE


          Section
12.01. Discharge of Indenture. When (a) the Company
shall deliver to the Trustee for cancellation all Debt Securities of any Series
theretofore authenticated (other than any Debt Securities of such Series which
shall have been destroyed, lost or stolen or in lieu of or in substitution for
which other Debt Securities shall have been authenticated and delivered, or
which shall have been paid, pursuant to the provisions of Section 2.07)
and not theretofore canceled or (b) all the Debt Securities of any Series
not theretofore canceled or delivered to the Trustee for cancellation shall
have become due and payable, or are by their terms to become due and payable
within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in trust, funds
sufficient to pay at Maturity or upon redemption all of the Debt Securities of
such Series (other than any such (i) Debt Securities which shall have been
mutilated, destroyed, lost or stolen and in lieu of or in substitution for
which other Debt Securities shall have been authenticated and delivered, or
which shall have been paid pursuant to the provisions of Section 2.07 or
(ii) Debt Securities for whose payment money has theretofore been deposited in
trust and thereafter repaid to the Company as provided in Section 12.04)
not theretofore canceled or delivered to the Trustee for cancellation,
including principal, premium, if any, and interest, if any, due or to become
due to such date of Maturity or date fixed for redemption, as the case may be,
and if in either case the Company shall also pay or cause to be paid all other
sums payable hereunder by the Company, then this Indenture shall cease to be of
further effect insofar as such Debt Securities are concerned (except as to
(i) rights of registration of transfer and exchange of such Debt
Securities, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen Debt Securities, (iii) the rights, obligations and immunities of
the Trustee hereunder and (iv) the rights of the Holders as beneficiaries
hereof with respect to the property so deposited with the Trustee payable to
all or any of them), and the Trustee, on demand of the Company accompanied by
an Officer’s Certificate and an Opinion of Counsel and at the cost and expense
of the Company, shall execute proper instruments acknowledging satisfaction of
and discharging this Indenture with respect to such Series, the Company, however,
hereby agreeing to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred by the Trustee in connection with this
Indenture or the Debt Securities.


          Section
12.02. Deposited Moneys to be Held in Trust
by Trustee. All moneys deposited with the
Trustee pursuant to the provisions of Section 12.01 shall be held in trust
and applied by it to the payment, either directly or through any paying agent
(including the Company if acting as its own paying agent), to the Holders of
the particular Debt Securities for payment or redemption of which such moneys
have been deposited with the Trustee, of all sums due and to become due thereon
for principal, premium, if any, and interest, if any.


          Section
12.03. Paying Agent to Repay Moneys Held.
Upon the satisfaction and
discharge of this Indenture with respect to any Series of Debt Securities, all
moneys then held by any paying agent of the Debt Securities of such Series
(other than the Trustee) shall, upon demand of the Company, be repaid to it or
paid to the Trustee, and thereupon such paying agent shall be released from all
further liability with respect to such moneys.


- 41 -





          Section
12.04. Return of Unclaimed Moneys.
Any moneys, deposited with or
paid to the Trustee for payment of the principal of, premium, if any, or
interest, if any, on any Debt Securities and not applied but remaining
unclaimed by the Holders of such Debt Securities for two years after the date
upon which the principal of, premium, if any, or interest, if any, on such Debt
Securities, as the case may be, shall have become due and payable, shall be
repaid to the Company by the Trustee; and the Holder of any such Debt
Securities shall thereafter look only to the Company for any payment which such
Holder may be entitled to collect. 


ARTICLE THIRTEEN



IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


          Section
13.01. Indenture and Securities Solely
Corporate Obligations. No recourse for the payment of
the principal of, premium, if any, or interest, if any, on any Debt Security,
or for any claim based thereon or otherwise in respect thereof, and no recourse
under or upon any obligation, covenant or agreement of the Company in this
Indenture or in any supplemental indenture, or in any Debt Security, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or any grantor of collateral or of any successor entity
of either of them, either directly or through the Company or any grantor of
collateral or any successor entity of any of them, 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 all such liability
is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the Debt
Securities.


ARTICLE FOURTEEN



LEGAL DEFEASANCE AND COVENANT DEFEASANCE


          Section
14.01. Applicability of Article; Company’s Option
to Effect Legal Defeasance or Covenant Defeasance. Except as otherwise provided
as contemplated by Section 2.01, this Article Fourteen shall be applicable to
the Debt Securities of each Series, and the Company may at its option by
resolution of the Board of Directors, at any time, with respect to the Debt
Securities of such Series, elect to have either Section 14.02 (if
applicable) or Section 14.03 (if applicable) be applied to the Outstanding
Securities of such Series upon compliance with the conditions set forth below
in this Article Fourteen.


          Section
14.02. Legal Defeasance and Discharge. Upon the Company’s exercise
of the option applicable to this Section 14.02 with respect to a Series of
Debt Securities, the Company shall be deemed to have been discharged from its
obligations with respect to the Outstanding Debt Securities of such Series on
and after the date the conditions precedent set forth below are satisfied but
subject to satisfaction of the conditions subsequent set forth below
(hereinafter, “legal defeasance”). For this purpose, such legal defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Debt Securities of such Series and
to have satisfied all its other obligations under such Debt Securities and this
Indenture insofar as such Debt Securities are concerned (and the Trustee, at
the expense 


- 42 -





of the Company, shall execute instruments provided by the Company and
acceptable to the Trustee acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder, with
respect to the transfer or exchange of such Series of Debt Securities: (A) the
Company’s obligations with respect to such Debt Securities under Sections 2.06,
2.07 and 4.01 and such obligations as shall be ancillary thereto, (B) the
rights, obligations and immunities and other provisions in respect of the
Trustee hereunder and (C) the rights of Holders with respect to property
deposited with the Trustee under this Indenture. Subject to compliance with
this Article Fourteen, the Company may exercise its option under this
Section 14.02 notwithstanding the prior exercise of its option under
Section 14.03 with respect to the Debt Securities of such Series. Following
a legal defeasance, payment of the Debt Securities of such Series may not be
accelerated because of an Event of Default.


          Section
14.03. Covenant Defeasance. Upon the Company’s exercise
of the option applicable to this Section with respect to a Series of Debt
Securities, the Company shall be released from its obligations under Section
4.05 with respect to such Series and under any other Section applicable to such
Series of Debt Securities, as determined pursuant to Section 2.01 to be subject
to this provision, and the occurrence of an Event of Default specified in
Section 6.01(c) (insofar as it is with respect to Section 4.05 or any
other Section applicable to such Series of Debt Securities, as determined
pursuant to Section 2.01 to be subject to this provision) or Section 6.01(d)
shall be deemed not to be an Event of Default with respect to the Outstanding
Debt Securities of such Series on and after the date the conditions precedent
set forth below are satisfied but subject to satisfaction of the conditions
subsequent set forth below (hereinafter, “covenant defeasance”). For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Debt Securities of such Series, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such Section, whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any
such Section to any other provision herein or in any other document, but
the remainder of this Indenture and such Debt Securities shall be unaffected
thereby. Following a covenant defeasance, payment of the Debt Securities of
such Series may not be accelerated because of an Event of Default specified in
Sections 6.01(c) (insofar as it is with respect to Section 4.05 or any
other Section applicable to such Series of Debt Securities, as determined
pursuant to Section 2.01 to be subject to this provision) or (d) or by
reference to such other Section specified above in this
Section 14.03.


          Section
14.04. Conditions to Legal Defeasance or
Covenant Defeasance. The following shall be the
conditions precedent or, as specifically noted below, subsequent to application
of either Section 14.02 or Section 14.03 to the Outstanding Debt
Securities of such Series:


                    (a)
the Company shall irrevocably have deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the benefit
of the Holders of such Debt Securities, (A) money in an amount, or (B) U.S.
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, sufficient, without reinvestment, in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof 


- 43 -





delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee to pay and discharge the principal of (and premium, if
any) and interest on the Outstanding Debt Securities of such Series to Maturity
or redemption, as the case may be. Before such a deposit the Company may make
arrangements satisfactory to the Trustee for the redemption of Debt Securities
at a future date or dates in accordance with Article Three, which shall be
given effect in applying the foregoing. 


                    (b)
If any Series of Debt Securities shall remain outstanding following legal
defeasance or covenant defeasance, no Event of Default with respect to the
remaining Debt Securities of such Series shall have occurred and be continuing
on the date of such deposit.


                    (c)
Such legal defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a default under, any material agreements or
instruments to which the Company is a party. 


                    (d)
In the case of legal defeasance, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that the Company has received a direct
ruling from the Internal Revenue Service, or such a ruling has been published,
or since the Effective Date of the Debt Securities there has been a change in
the applicable federal income Tax law, such that the Holders of the Outstanding
Debt Securities of such Series to be defeased will not recognize income, gain
or loss for federal income Tax purposes as a result of the legal defeasance.
The ruling must provide that the Holders of the Outstanding Debt Securities of
such Series to be defeased will be subject to federal income Tax on the same
amounts, in the same manner, and at the same times as would have been the case
if the legal defeasance had not occurred.


                    (e)
In the case of a covenant defeasance, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that the Holders of the Outstanding Debt
Securities of such Series will not recognize income, gain or loss for federal
income Tax purposes as a result of the covenant defeasance and will be subject
to federal income Tax on the same amounts, in the same manner and at the same
times as would have been the case if the covenant defeasance had not occurred.


                    (f)
The Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to
such legal defeasance or covenant defeasance have been complied with.


          Section
14.05. Deposited Money and U.S. Government
Obligations to Be Held in Trust; Other Miscellaneous Provisions.


          Subject to
the provisions of the last paragraph of Section 4.04, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee or Paying Agent pursuant to Section 14.04 in respect of the
Outstanding Debt Securities of such Series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Debt Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(but not including the Company acting as its own Paying Agent) as the Trustee
may determine, to the Holders of such Debt Securities, of all sums due and to
become due thereon in respect of 


- 44 -





principal (and premium, if any) and interest, but such money need not
be segregated from other funds except to the extent required by law.


          The Company
shall pay and indemnify the Trustee and the Paying Agent against any Tax, fee
or other charge imposed on or assessed against the money or U.S. Government
Obligations deposited pursuant to Section 14.04 or the principal and
interest received in respect thereof.


          Anything
herein to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon the Company’s request any money or U.S.
Government Obligations held by it as provided in Section 14.04 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent legal defeasance or covenant defeasance.


          Anything
herein to the contrary notwithstanding, if and to the extent the deposited
money or U.S. Government Obligations (or the proceeds thereof) either (i)
cannot be applied by the Trustee in accordance with this Section because
of a court order or (ii) are for any reason insufficient in amount, then the
Company’s obligations to pay principal of (and premium, if any) and interest on
the Debt Securities of such Series shall be reinstated to the extent necessary
to cover the deficiency on any due date for payment. In any case specified in
clause (i), the Company’s interest in the deposited money and U.S. Government
Obligations (and proceeds thereof) shall be reinstated to the extent the
Company’s payment obligations are reinstated.


          Section
14.06. Knowledge of Trustee.


          Notwithstanding
the provisions of this Article or any other provisions of this Indenture,
neither the Trustee nor the Paying Agent shall be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of moneys
to or by the Trustee or the Paying Agent, or the taking of any other action by
the Trustee or the Paying Agent, unless and until a Responsible Officer of the
Trustee or the Paying Agent has actual knowledge or unless same shall have
received written notice thereof mailed or delivered to the Trustee at its
corporate trust office or the Paying Agent, and such notice clearly references
the applicable Debt Securities, the Company and this Indenture; provided
that if at least three Business Days prior to the date upon which by the
terms hereof any such moneys may become payable for any purpose (including,
without limitation, the payment of the principal or interest on any Debt
Security) the Trustee or the Paying Agent shall not have received with respect
to such moneys the notice provided for in this Section, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power
and authority to receive such moneys and to apply the same to the purpose for
which they were received and shall not be affected by any notice to the
contrary that may be received by it within three Business Days prior to or on
or after such date.


- 45 -





ARTICLE FIFTEEN



SECURITY ARRANGEMENTS


          Section
15.01. Security.
Pursuant to Section 2.01, the Debt Securities of each Series initially shall
be, and any guarantees of such Series of Debt Securities may be, secured by
such property, assets or other collateral as may be specified in or pursuant to
Section 2.01. Any and all terms and provisions applicable to the security for
the Debt Securities of such Series and/or such guarantees shall also be
provided in or pursuant to Section 2.01, which may include, without limitation,
provisions for the execution and delivery of such security agreements, pledge
agreements, collateral agreements and other similar or related agreements as
the Company or any guarantor may elect and which may provide for the Trustee to
act as collateral agent or in a similar or other capacity. To the extent each
such section is applicable to the Debt Securities of any Series, the Trustee
shall comply with Sections 313(a)(5) and (6) and 313(b)(1) of the Trust
Indenture Act and the Company and, if applicable, any guarantor that has
pledged collateral to secure its guarantee shall comply with Sections 314(b)
and 314(d) of the Trust Indenture Act, in each case in respect of any secured
Debt Securities and/or guarantees that may be Outstanding hereunder from time
to time.


ARTICLE SIXTEEN



MISCELLANEOUS PROVISIONS


          Section
16.01. Provisions Binding on Company’s
Successors. All the covenants, stipulations,
promises and agreements in this Indenture contained by the Company shall bind
its successors and assigns whether so expressed or not.


          Section
16.02. Official Acts by Successor Entity.
Any act or proceeding by any
provision of this Indenture authorized or required to be done or performed by
any board, committee or officer of the Company shall and may be done and
performed with like force and effect by the like board, committee or officer of
any entity that shall at the time be the lawful sole successor of the Company.


          Section
16.03. Addresses for Notices, etc. Any
notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the Holders of Debt
Securities on the Company may be given or served by being deposited postage
prepaid by first class mail in a post office letter box addressed (until
another address is filed by the Company with the Trustee) to General Electric
Capital Corporation, 201 High Ridge Road, Stamford, Connecticut 06927,
Attention Senior Vice President Corporate Treasury and Global Funding
Operation. Any notice, direction, request or demand by any Holder of Debt
Securities to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing and (i) deposited
(first class postage prepaid) in a post office letter box, (ii) transmitted by
facsimile transmission or (iii) delivered by courier, in any event addressed
and delivered to the Principal Office of the Trustee and to the attention of
its corporate trust department.


- 46 -





          Section
16.04. New York Contract. This Indenture and each Debt
Security shall be deemed to be a contract made under the laws of the State of
New York, and for all purposes shall be construed in accordance with the laws
of said State.


          Section
16.05. Evidence of Compliance with Conditions
Precedent. Upon any application or demand
by the Company to the Trustee to take any action under any of the provisions of
this Indenture, the Company shall furnish to the Trustee an Officer’s
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.


          Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture (other than certificates delivered under Section 4.05) shall
include: (1) a statement that the person making such certificate or opinion has
read such covenant or condition; (2) a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinion
contained in such certificate or opinion are based; (3) a statement that, in
the opinion of such person, 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 or not, in the opinion of such person, such condition or covenant has
been complied with.


          Section
16.06. Legal Holidays. In any case where the date of
payment of interest on or principal of, or premium, on the Debt Securities or
the date fixed for redemption of any Debt Security will not be a Business Day,
then payment of such interest on or principal of or premium, on the Debt
Securities need not be made on such date but may be made on the next succeeding
Business Day, with the same force and effect as if made on the date of Maturity
or date fixed for redemption, and no interest shall accrue for the period from
and after such date.


          Section
16.07. Trust Indenture Act to Control.
If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by, or with another provision (an “incorporated provision”) included in
this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust
Indenture Act, such imposed duties or incorporated provision shall control.


          Section
16.08. Table of Contents, Headings, etc. The
table of contents and the titles and headings of the articles and sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.


          Section
16.09. Execution in Counterparts. This Indenture may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.


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


- 47 -





          Section
16.11. Proceeds. The Trustee is authorized to
act, from time to time, as recipient of proceeds from the Company’s issuance of
Debt Securities, and is authorized to receive such proceeds directly from the
underwriters or other institutions effecting the offering and sale of such Debt
Securities. The Trustee shall pay and deliver such proceeds to the Person or
Persons named by the Company in a written instruction signed by an Officer of
the Company.


          Section
16.12. 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 DEBT SECURITIES, OR THE
TRANSACTIONS CONTEMPLATED HEREBY


[Signature
pages follow]


- 48 -









	
  

 	
  

 	
  

 	
  

 
	
 Dated as of
 the date first above written 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 GENERAL ELECTRIC CAPITAL 
 CORPORATION

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
     Name: 

 
	
  

 	
  

 	
     Title:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF NEW YORK MELLON, as
 Trustee

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
     Name: 

 
	
  

 	
  

 	
     Title:

 


- 49 -





EXHIBIT A


          UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEBT
SECURITIES IN DEFINITIVE REGISTERED FORM, THIS DEBT SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY
OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.


A-1





CUSIP:____________ 

ISIN: ____________


FORM OF NOTE


[Title of Security]


	
  

 	
  

 
	
 No. _

 	
 $                    

 


GENERAL ELECTRIC CAPITAL CORPORATION


promises to pay to CEDE & CO., or registered assigns, the principal
sum of $                    
[(as revised by the Schedule of Exchanges of Interests in the Global Note
attached hereto)] on _____, ____.


Interest Payment Dates: [_____] and [______] 


Regular Record Dates: [_____] and [______]


	
  

 	
  

 	
  

 
	
  

 	
 GENERAL
 ELECTRIC CAPITAL 

 CORPORATION

 
	
  

 	
  

 
	
  

 	
 By:  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: 

 
	
  

 	
  

 	
 Title: 

 


This is one of the Debt Securities of the Series designated therein
referred to in the within-mentioned Indenture:


	
  

 	
  

 	
  

 
	
 THE BANK OF NEW YORK MELLON 

 as Trustee

 
	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Authorized
 Signatory

 





	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	

 


 


A-2





[TITLE OF DEBT SECURITY]


          Capitalized
terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.


          1. Interest.
General Electric Capital Corporation, a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Debt Security at the
rate of % per annum
from      ,        until      ,        (the “Maturity”). The Company will
pay interest semi-annually in cash in arrears, on and of each year, beginning on
        ,        , to the persons in whose name the Debt Securities of this Series (the “Debt
Securities) are registered at the close of business on the        or        (whether or not a
business day) next preceding such interest payment date (each, an “Interest
Payment Date”), except that the regular record date for interest due on any
Debt Security’s Maturity or date of earlier redemption will be that particular
date. Interest on the Debt Securities will accrue from and including the most
recent Interest Payment Date to which interest has been paid or duly provided
for on the Debt Securities, or if no interest has been paid or duly provided
for on the Debt Securities, from the Effective Date until their Maturity or
date of earlier redemption. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.


          2. Method
of Payment. The Debt Securities will be payable as to principal, premium,
if any, and interest at the office or agency of the Company maintained for such
purpose in New York, New York, currently the corporate trust office of The Bank
of New York Mellon located at 101 Barclay Street, New York, New York 10286.
Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts. Interest on the Debt Securities may at the option of the Company be paid
by check mailed to the Persons entitled thereto at their respective addresses
as such appear on the registry books of the Company, or, at the option of any
Holder of $5,000,000 or more aggregate principal amount of Debt Securities and
subject to applicable laws and regulations, be made by transfer to an account
denominated in the currency in which such payment is to be made, maintained by
such Holder, if appropriate wire transfer instructions have been received by
the Company or its agent not less than ten days prior to the applicable
interest payment date.


          3. Paying
Agent and Registrar. Initially, The Bank of New York Mellon, the Trustee
under the Indenture, will act as Paying Agent and registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Company
may act in any such capacity.


          4. Indenture.
The Company issued the Debt Securities under an Indenture dated as of ([the “Base
Indenture”) as supplemented by the Supplemental Indenture dated as of
____________ (the “Supplemental Indenture” and together with the Base
Indenture,] the “Indenture”) between the Company and the Trustee. The
terms of the Debt Securities include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act”). The Debt Securities are subject to
all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of such terms. To the extent any provision of
this Debt Security conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be 


A-3





controlling. The Debt Securities are obligations of the Company
[initially] limited in aggregate principal amount to $_____. This Debt Security
is one of the Series designated on the face hereof.


          5. Optional
Redemption.1 The Debt Securities will be redeemable at any time and from time to time, as a
whole or in part, at the Company’s option, on at least 30 days’, but not more
than 60 days’, prior notice mailed (or delivered in accordance with the
applicable procedures of DTC) to the registered address of each Holder of the Debt
Securities to be redeemed, at the following redemption prices, together with
accrued and unpaid interest thereon to, but not including, the dated fixed for
redemption: [                   ].


          6. Reserved.



          7. Denominations,
Transfer, Exchange. The Debt Securities are issued in minimum denominations
of $1,000 increased in multiples of $1,000.2 The transfer of Debt Securities may be registered and Debt Securities may be
exchanged as provided in the Indenture. The Company need not exchange or
register the transfer of any Debt Security or portion of a Debt Security
selected for redemption, except for the unredeemed portion of any Debt Security
being redeemed in part. Also, the Company need not exchange or register the
transfer of any Debt Securities for a period of 15 days before a selection of
Debt Securities to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.


          9. Persons
Deemed Owners. Except as Provided in Section 2.04 of the Indenture, the
registered Holder of a Debt Security may be treated as its owner for all
purposes.


          10. Amendment,
Supplement and Waiver. Subject to certain exceptions, the Indenture or the
Debt Securities may be amended or supplemented with the written consent of the
Holders of at least a majority in principal amount of the Outstanding Debt
Securities of each Series which is affected by such amendment voting as a
single class. Without the consent of any Holder of a Debt Security, the
Indenture or the Debt Securities may be amended or supplemented: (a) to
evidence pursuant to Article Eleven the succession of another Person to the
Company or successive successions, and the assumption by the successor Person
of the covenants, agreements and obligations of the Company; (b) to add
covenants for the benefit of the Holders of the Debt Securities of any Series
or any additional Event of Default for the Debt Securities of any Series; (c)
to create a Series and establish its terms; (d) to secure the Debt Securities
of any Series or, if applicable, to add additional collateral as security for
the Debt Securities of any Series or all or any guarantees thereof, and to
provide for any and all matters relating thereto, and to provide for the
release of any collateral as security for the Debt Securities of any Series or
all or any guarantees thereof, if any, in accordance with the terms of the
Indenture; (e) to release a guarantor in respect of any Series which, in
accordance with the terms of the Indenture applicable to the particular Series,
ceases to be liable in respect of its guarantee; (f) to add a guarantor in
respect of any Series; (g) to provide that specific provisions of the Indenture
shall not apply to a Series not previously issued or to make a change to
specific provisions of this Indenture that only applies to any Series not
previously issued or to additional


	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 1

 	
 If
 applicable.

 
	
  

 	
  

 	
  

 
	
  

 	
 2

 	
 Unless
 otherwise provided by the applicable Authorizing Resolution or supplemental
 indenture.

 


A-4






Debt Securities of a Series not previously
issued; (h) to evidence the appointment of a successor Trustee; (i) to cure any
ambiguity or to correct or supplement any provision contained herein to the
extent not inconsistent with other provisions of the Indenture or otherwise
amend or supplement the terms of the Debt Securities of any Series or the
Indenture to the extent such amendment or supplement does not adversely affect
the interests of the Holders of such Debt Securities in any material respect;
or (j) to conform the text of the Indenture or the Debt Securities of any
Series to the final offering memorandum in respect of any Series to the extent
that such provision was intended to be a verbatim recitation of a provision of
this Indenture or the Debt Securities of such Series.


          12. Defaults
and Remedies. Events of Default are set forth in the Indenture. 


          13. Trustee
Dealings with Company. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee.


          15. No
Recourse Against Others. A director, officer, employee, incorporator or
stockholder, of the Company, as such, shall not have any liability for any
obligations of the Company under the Debt Securities or the Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Debt Security waives and releases all such
liability. The waiver and release are part of the consideration for the
issuance of the Debt Securities.


          16. Authentication.
This Debt Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.


          17. Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).


          18. CUSIP
Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP
numbers to be printed on the Debt Securities and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Debt
Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.


          19. Governing
Law. THIS DEBT SECURITY SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF
THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF SAID STATE.


          The Company
will furnish to any Holder upon written request and without charge a copy of
the Indenture. Requests may be made to:


A-5









	
  

 	
  

 
	
  

 	
 General
 Electric Capital Corporation

 
	
  

 	
 201 High
 Ridge Road 

 
	
  

 	
 Stamford,
 Connecticut 06927

 
	
  

 	
 Attention:
 Senior Vice President Corporate Treasury and Global Funding Operation

 


A-6





To assign this
Debt Security, fill in the form below:


I or we assign
and transfer this Debt Security to:


	
  

 
	
           (Print
 or type assignee’s name, address and zip code)

 
	
  

 
	
           (Insert
 assignee’s soc. sec. or tax I.D. No.)

 
	

 


 
	
 and
 irrevocably appoint
                agent
 to transfer this Debt Security on the books of the Company. The agent may
 substitute another to act for him.

 
	
  

 
	

 


 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date: 

 	
  

 	
  

 	
 Your
 Signature: 

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
 Sign exactly
 as your name appears on the other side of this Debt Security.

 


A-7





 [TO BE ATTACHED TO GLOBAL DEBT SECURITIES]


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
DEBT SECURITY


          The
initial principal amount of this Global Debt Security is $_________. The
following increases or decreases in this Global Security have been made:


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date
 of Exchange

 	
 Amount
 of decrease in 

 Principal Amount of 

 this Global Debt 

 Security

 	
 Amount
 of increase in 

 Principal Amount of 

 this Global Debt 

 Security

 	
 Principal
 amount of 

 this Global Debt 

 Security following 

 such decrease or 

 increase

 	
 Signature
 of 

 authorized signatory of 

 Trustee or Securities 

 Custodian

 
	

 


 	

 


 	

 


 	

 


 	

 


 


A-8