Exhibit 4(a)(3)


 




 


 





THE BEAR
STEARNS COMPANIES INC.


 


 


TO


 


 


JPMORGAN CHASE BANK, N.A.


 


 


TRUSTEE


 


 






 


 


INDENTURE


 


 






 


 


Dated as of [•], 2006


 


 


Subordinated
Debt Securities


 




 





 

















 


Reconciliation
and tie between

Trust Indenture Act of 1939

and Indenture


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture Section

  
	
  §310

  	
  (a)(1)

  	
   

  	
  6.9

  
	
   

  	
  (a)(2)

  	
   

  	
  6.9

  
	
   

  	
  (a)(3)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (a)(4)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (b)

  	
   

  	
  6.8, 6.10

  
	
  §311

  	
  (a)

  	
   

  	
  6.13(a), (c)

  
	
   

  	
  (b)

  	
   

  	
  6.13(b), (c)

  
	
   

  	
  (b)(2)

  	
   

  	
  7.3(a)(ii),
  7.3(b)

  
	
  §312

  	
  (a)

  	
   

  	
  7.1, 7.2(a)

  
	
   

  	
  (b)

  	
   

  	
  7.2(b)

  
	
   

  	
  (c)

  	
   

  	
  7.2(c)

  
	
  §313

  	
  (a)

  	
   

  	
  7.3(a)

  
	
   

  	
  (b)(1)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (b)(2)

  	
   

  	
  7.3(b)

  
	
   

  	
  (c)

  	
   

  	
  7.3(c)

  
	
   

  	
  (d)

  	
   

  	
  7.3(d)

  
	
  §314

  	
  (a)

  	
   

  	
  7.4

  
	
   

  	
  (b)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (c)(1)

  	
   

  	
  1.2

  
	
   

  	
  (c)(2)

  	
   

  	
  1.2

  
	
   

  	
  (c)(3)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (d)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (e)

  	
   

  	
  1.2

  
	
  §315

  	
  (a)

  	
   

  	
  6.1(a)

  
	
   

  	
  (b)

  	
   

  	
  6.2,
  7.3(a)(6)

  
	
   

  	
  (c)

  	
   

  	
  6.1(b)

  
	
   

  	
  (d)

  	
   

  	
  6.1(c)

  
	
   

  	
  (d)(1)

  	
   

  	
  6.1(a)(i),
  (c)(i)

  
	
   

  	
  (d)(2)

  	
   

  	
  6.1(c)(ii)

  
	
   

  	
  (d)(3)

  	
   

  	
  6.1(c)(iii)

  
	
   

  	
  (e)

  	
   

  	
  5.14

  
	
  §316

  	
  (a)

  	
   

  	
  1.1

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  5.2, 5.12

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  5.13

  
	
   

  	
  (a)(2)

  	
   

  	
  Not
  Applicable

  
	
   

  	
  (b)

  	
   

  	
  5.8

  
	
  §317

  	
  (a)(1)

  	
   

  	
  5.3

  
	
   

  	
  (a)(2)

  	
   

  	
  5.4

  
	
   

  	
  (b)

  	
   

  	
  10.3

  
	
  §318

  	
  (a)

  	
   

  	
  1.8

  



 






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


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  ARTICLE 1

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS
  AND OTHER PROVISIONS

  
	
  OF GENERAL
  APPLICATION

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Definitions

  	
  1

  
	
  Section 1.2

  	
  Compliance Certificates and Opinions

  	
  8

  
	
  Section 1.3

  	
  Form of Documents Delivered to Trustee

  	
  9

  
	
  Section 1.4

  	
  Acts of Holders

  	
  9

  
	
  Section 1.5

  	
  Notices, Etc., to Trustee and Company

  	
  11

  
	
  Section 1.6

  	
  Notice to Holders of Securities; Waiver

  	
  11

  
	
  Section 1.7

  	
  Language of Notices, Etc

  	
  12

  
	
  Section 1.8

  	
  Conflict with Trust Indenture Act

  	
  12

  
	
  Section 1.9

  	
  Effect of Headings and Table of Contents

  	
  12

  
	
  Section 1.10

  	
  Successors and Assigns

  	
  12

  
	
  Section 1.11

  	
  Separability Clause

  	
  12

  
	
  Section 1.12

  	
  Benefits of Indenture

  	
  12

  
	
  Section 1.13

  	
  Governing Law

  	
  13

  
	
  Section 1.14

  	
  Legal Holidays

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  
	
   

  	
   

  	
   

  
	
  SECURITY
  FORMS

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Forms Generally

  	
  13

  
	
  Section 2.2

  	
  Form of Trustee’s Certificate of
  Authentication

  	
  14

  
	
  Section 2.3

  	
  Securities in Global Form

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  
	
   

  	
   

  	
   

  
	
  THE
  SECURITIES

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Amount Unlimited; Issuable in Series

  	
  14

  
	
  Section 3.2

  	
  Denominations

  	
  17

  
	
  Section 3.3

  	
  Execution, Authentication, Delivery and
  Dating

  	
  17

  
	
  Section 3.4

  	
  Temporary Securities

  	
  19

  
	
  Section 3.5

  	
  Registration, Transfer and Exchange

  	
  20

  
	
  Section 3.6

  	
  Mutilated, Destroyed, Lost and Stolen
  Securities

  	
  23

  
	
  Section 3.7

  	
  Payment of Interest; Interest Rights
  Preserved

  	
  24

  
	
  Section 3.8

  	
  Persons Deemed Owners

  	
  26

  
	
  Section 3.9

  	
  Cancellation

  	
  26

  
	
  Section 3.10

  	
  Computation of Interest

  	
  27

  



 


i

















 


	
  ARTICLE 4

  
	
   

  	
   

  	
   

  
	
  SATISFACTION
  AND DISCHARGE

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Satisfaction and Discharge of Indenture

  	
  27

  
	
  Section 4.2

  	
  Application of Trust Money

  	
  28

  
	
  Section 4.3

  	
  Subordination Provisions Inapplicable

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  
	
   

  	
   

  	
   

  
	
  REMEDIES

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Events of Default

  	
  29

  
	
  Section 5.2

  	
  Acceleration of Maturity; Rescission and
  Annulment

  	
  30

  
	
  Section 5.3

  	
  Defaults; Collection of Indebtedness
  and Suits for Enforcement by Trustee

  	
  30

  
	
  Section 5.4

  	
  Trustee May File Proofs of Claim

  	
  31

  
	
  Section 5.5

  	
  Trustee May Enforce Claims Without
  Possession of Securities or Coupons

  	
  32

  
	
  Section 5.6

  	
  Application of Money Collected

  	
  32

  
	
  Section 5.7

  	
  Limitation on Suits

  	
  33

  
	
  Section 5.8

  	
  Unconditional Right of Holders to Receive
  Principal, Premium and Interest

  	
  33

  
	
  Section 5.9

  	
  Restoration of Rights and Remedies

  	
  33

  
	
  Section 5.10

  	
  Rights and Remedies Cumulative

  	
  34

  
	
  Section 5.11

  	
  Delay or Omission Not Waiver

  	
  34

  
	
  Section 5.12

  	
  Control by Holders of Securities

  	
  34

  
	
  Section 5.13

  	
  Waiver of Past Defaults

  	
  34

  
	
  Section 5.14

  	
  Undertaking for Costs

  	
  35

  
	
  Section 5.15

  	
  Waiver of Stay or Extension Laws

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  
	
   

  	
   

  	
   

  
	
  THE TRUSTEE

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  Certain Duties and Responsibilities

  	
  35

  
	
  Section 6.2

  	
  Notice of Default

  	
  36

  
	
  Section 6.3

  	
  Certain Rights of Trustee

  	
  37

  
	
  Section 6.4

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
  38

  
	
  Section 6.5

  	
  May Hold Securities

  	
  38

  
	
  Section 6.6

  	
  Money Held in Trust

  	
  38

  
	
  Section 6.7

  	
  Compensation and Reimbursement

  	
  38

  
	
  Section 6.8

  	
  Disqualifications; Conflicting Interests

  	
  39

  
	
  Section 6.9

  	
  Corporate Trustee Required; Eligibility

  	
  39

  
	
  Section 6.10

  	
  Resignation and Removal; Appointment of
  Successor

  	
  39

  
	
  Section 6.11

  	
  Acceptance of Appointment by Successor

  	
  41

  
	
  Section 6.12

  	
  Merger, Conversion, Consolidation or
  Succession to Business

  	
  42

  



 


ii

















 


	
  Section 6.13

  	
  Appointment of Authenticating Agent

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  
	
   

  	
   

  	
   

  
	
  HOLDERS’
  LISTS AND REPORTS BY TRUSTEE AND COMPANY

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  Company to Furnish Trustee Names and
  Addresses of Holders

  	
  44

  
	
  Section 7.2

  	
  Preservation of Information; Communications
  to Holders

  	
  44

  
	
  Section 7.3

  	
  Reports by Trustee

  	
  45

  
	
  Section 7.4

  	
  Reports by the Company

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  
	
   

  	
   

  	
   

  
	
  CONSOLIDATION,
  MERGER, SALE LEASE OR CONVEYANCE

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Consolidations
  and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to
  Certain Conditions

  	
  46

  
	
  Section 8.2

  	
  Rights and Duties of Successor Corporation

  	
  47

  
	
  Section 8.3

  	
  Officers’ Certificate and Opinion of
  Counsel

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  
	
   

  	
   

  	
   

  
	
  SUPPLEMENTAL
  INDENTURES

  
	
   

  	
   

  	
   

  
	
  Section 9.1

  	
  Supplemental Indentures without Consent of
  Holders

  	
  48

  
	
  Section 9.2

  	
  Supplemental Indentures with Consent of
  Holders

  	
  49

  
	
  Section 9.3

  	
  Execution of Supplemental Indentures

  	
  50

  
	
  Section 9.4

  	
  Effect of Supplemental Indentures

  	
  50

  
	
  Section 9.5

  	
  Conformity with Trust Indenture Act

  	
  50

  
	
  Section 9.6

  	
  Reference in Securities to Supplemental
  Indentures

  	
  50

  
	
  Section 9.7

  	
  Subordination Unimpaired

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  Section 10.1

  	
  Payment of Principal, Premium, if any, and
  Interest

  	
  51

  
	
  Section 10.2

  	
  Maintenance of Office or Agency

  	
  51

  
	
  Section 10.3

  	
  Money for Securities Payments to Be Held in
  Trust

  	
  52

  
	
  Section 10.4

  	
  Additional Amounts

  	
  53

  
	
  Section 10.5

  	
  Statement as to Compliance; Notice of
  Certain Defaults

  	
  54

  
	
  Section 10.6

  	
  Limitation on Liens

  	
  55

  
	
  Section 10.7

  	
  Waiver of Certain Covenants

  	
  55

  



 


iii

















 


	
  ARTICLE 11

  
	
   

  	
   

  	
   

  
	
  REDEMPTION
  OF SECURITIES

  
	
   

  	
   

  	
   

  
	
  Section 11.1

  	
  Applicability of Article

  	
  55

  
	
  Section 11.2

  	
  Election to Redeem; Notice to Trustee

  	
  55

  
	
  Section 11.3

  	
  Selection by Trustee of Securities to be
  Redeemed

  	
  55

  
	
  Section 11.4

  	
  Notice of Redemption

  	
  56

  
	
  Section 11.5

  	
  Deposit of Redemption Price

  	
  57

  
	
  Section 11.6

  	
  Securities Payable on Redemption Date

  	
  57

  
	
  Section 11.7

  	
  Securities Redeemed in Part

  	
  58

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12

  
	
   

  	
   

  	
   

  
	
  SINKING
  FUNDS

  
	
   

  	
   

  	
   

  
	
  Section 12.1

  	
  Applicability of Article

  	
  58

  
	
  Section 12.2

  	
  Satisfaction of Sinking Fund Payments with
  Securities

  	
  59

  
	
  Section 12.3

  	
  Redemption of Securities for Sinking Fund

  	
  59

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13

  
	
   

  	
   

  	
   

  
	
  REPAYMENT AT
  THE OPTION OF HOLDERS

  
	
   

  	
   

  	
   

  
	
  Section 13.1

  	
  Applicability of Article

  	
  60

  
	
  Section 13.2

  	
  Repayment of Securities

  	
  60

  
	
  Section 13.3

  	
  Exercise of Option; Notice

  	
  60

  
	
  Section 13.4

  	
  Election of Repayment by Remarketing
  Entities

  	
  61

  
	
  Section 13.5

  	
  Securities Payable on the Optional
  Repayment Date

  	
  61

  
	
  Section 13.6

  	
  Notice to Company of Option to be Repaid

  	
  61

  
	
  Section 13.7

  	
  Deposit of Repayment Price

  	
  62

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14

  
	
   

  	
   

  	
   

  
	
  MEETINGS OF
  HOLDERS OF SECURITIES

  
	
   

  	
   

  	
   

  
	
  Section 14.1

  	
  Purposes for Which Meetings May Be
  Called

  	
  62

  
	
  Section 14.2

  	
  Call, Notice and Place of Meetings

  	
  62

  
	
  Section 14.3

  	
  Persons Entitled To Vote at Meetings

  	
  63

  
	
  Section 14.4

  	
  Quorum; Action

  	
  63

  
	
  Section 14.5

  	
  Determination of Voting Rights; Conduct and
  Adjournment of Meetings

  	
  64

  
	
  Section 14.6

  	
  Counting Votes and Recording Action of
  Meetings

  	
  64

  



 


iv

















 


	
  ARTICLE 15

  
	
   

  	
   

  	
   

  
	
  DEFEASANCE

  
	
   

  	
   

  	
   

  
	
  Section 15.1

  	
  Applicability of Article

  	
  65

  
	
  Section 15.2

  	
  Defeasance Upon Deposit of Moneys or U.S.
  Government Obligations

  	
  65

  
	
  Section 15.3

  	
  Deposited Moneys and U.S. Government
  Obligations to be Held in Trust

  	
  66

  
	
  Section 15.4

  	
  Repayment to Company

  	
  67

  
	
  Section 15.5

  	
  Subordination Provisions Inapplicable

  	
  67

  
	
   

  	
   

  	
   

  
	
  ARTICLE 16

  
	
   

  	
   

  	
   

  
	
  SUBORDINATION

  
	
   

  	
   

  	
   

  
	
  Section 16.1

  	
  Agreement to Subordinate

  	
  67

  
	
  Section 16.2

  	
  Obligation of the Company Unconditional and
  Payment Permitted if no Default

  	
  69

  
	
  Section 16.3

  	
  Limitations on Duties to Holders of Senior
  Indebtedness

  	
  69

  
	
  Section 16.4

  	
  Notice to Trustee of Facts Prohibiting
  Payments

  	
  70

  
	
  Section 16.5

  	
  Application by Trustee of Moneys Deposited
  With It

  	
  70

  
	
  Section 16.6

  	
  Subrogation

  	
  70

  
	
  Section 16.7

  	
  Subordination Rights Not Impaired by Acts
  or Omissions of Bank or Holders of Senior Indebtedness

  	
  71

  
	
  Section 16.8

  	
  Authorization of Trustee to Effectuate
  Subordination of Securities

  	
  71

  
	
  Section 16.9

  	
  Right of Trustee to Hold Senior
  Indebtedness

  	
  71

  
	
  Section 16.10

  	
  Article 16 Not to Prevent Defaults
  (Including Events of Default)

  	
  71

  
	
  Section 16.11

  	
  Article Applicable to Paying Agents

  	
  72

  
	
  Section 16.12

  	
  Trustee Not Fiduciary for Holders of Senior
  Indebtedness

  	
  72

  
	
   

  	
   

  	
   

  
	
  ARTICLE 17

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS
  PROVISIONS

  
	
   

  	
   

  	
   

  
	
  Section 17.1

  	
  Securities in Foreign Currencies

  	
  72

  
	
   

  	
   

  	
   

  
	
  Exhibit A-1

  	
  Form of Certificate of Beneficial
  Ownership by a Non-United States Person or by a Qualifying Foreign Branch of
  a United States Financial Institution

  	
  A-1

  
	
   

  	
   

  	
   

  
	
  Exhibit A-2

  	
  Form of Certificate of Status as a
  Qualifying Foreign Branch of a United States Financial Institution

  	
  A-2

  



 


v

















 


INDENTURE, dated as of [•], 2006 between The Bear
Stearns Companies Inc., a Delaware corporation (hereinafter called the “Company”),
having its principal office at 383 Madison Avenue, New York, New York 10179,
and JPMorgan Chase Bank, N.A. (formerly, The Chase Manhattan Bank), a
corporation organized under the laws of the United States (hereinafter called
the “Trustee”).


 


Recitals
of The Company


 


The Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of
its unsecured and subordinated debentures, notes or other evidences of
indebtedness (hereinafter called the “Securities”), unlimited as to principal
amount, to bear such rates of interest, to mature at such time or times, to be
issued in one or more series and to have such other provisions as shall be
fixed as hereinafter provided.


 


The Company has duly authorized the execution
and delivery of this Indenture and all things necessary to make this Indenture
a valid agreement of the Company, in accordance with its terms, have been done.


 


NOW, THEREFORE, in consideration of the
premises and the sum of one dollar duly paid by the Company to the Trustee, the
receipt of which is hereby acknowledged, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders, as follows:


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:  For and in consideration of the premises and
the purchase of the Securities by the Holders thereof it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the
Securities or of series thereof, as follows:


 


ARTICLE 1



DEFINITIONS AND OTHER PROVISIONS 

OF GENERAL APPLICATION


 


Section 1.1                                      Definitions.


 


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


 


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


 


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


 


(c)                                  all accounting terms
not otherwise defined herein have the meanings assigned to them in accordance
with generally accepted accounting principles and, except as otherwise herein
expressly provided, the term “generally accepted accounting principles” with
respect to any


 

















 


computation required or permitted hereunder
shall mean such accounting principles as are generally accepted at the date of
such computation; and


 


(d)                                 the words “herein,” “hereof”
and “hereunder” and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision.


 


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


 


“Act”
when used with respect to any Holders has the meaning specified in Section 1.4.


 


“Additional
Amounts” means any additional amounts which are required by a
Security or by or pursuant to a Board Resolution, under circumstances specified
therein, to be paid by the Company in respect of certain taxes imposed on
certain Holders and which are owing to such Holders.


 


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


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 6.14
to act on behalf of the Trustee to authenticate Securities of one or more
series.


 


“Authorized
Newspaper” means a newspaper, in an official language of the country
of publication or in the English language, customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and
of general circulation in the place in connection with which the term is used
or in the financial community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.


 


“Bearer
Security” means any Security in the form established pursuant
to Section 2.1 which is payable to bearer.


 


“Board of
Directors” means the Board of Directors of the Company, an Executive
Committee of such Board of Directors or any Executive Committee of the Company,
or, with respect to any series of Securities, any other committee of such
Board of Directors to which such Board of Directors has delegated the authority
to establish the terms and provisions of such series of Securities.


 


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


 


“Business
Day,” except as may otherwise be provided in the form of
Securities of any particular series pursuant to the provisions of this
Indenture, with respect to any Place of Payment


 


2

















 


means each Monday, Tuesday, Wednesday, Thursday and Friday which is
neither a legal holiday nor a day on which banking institutions or trust
companies in that Place of Payment are authorized or obligated by law to close.


 


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


 


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


 


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


 


“Corporate
Trust Office” means the principal office of the Trustee, at which at
any particular time its corporate trust business shall be administered, which
office at the date of original execution of this Indenture is located at 4 New
York Plaza, New York, New York 10004.


 


“Corporation”
includes corporations, associations, companies and business trusts.


 


“Coupon”
means any interest coupon appertaining to a Bearer Security.


 


“Default”
has the meaning specified in Section 5.3.


 


“Defaulted
Interest” has the meaning specified in Section 3.7.


 


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


 


“Discharged”
has the meaning specified in Section 15.2.


 


“Dollars”
or “$” or any similar reference
shall mean the currency of the United States which at the time shall be legal
tender for the payment of public and private debts, except as may otherwise
be provided in the form of Securities of any particular series pursuant
to the provisions of this Indenture.


 


“Event of
Default” has the meaning specified in Section 5.1.


 


3

















 


“Holder”
when used with respect to any Security means in the case of a Registered
Security, the Person in whose name the Security is registered in the Security
Register and in the case of a Bearer Security, the bearer thereof and, when
used with respect to any coupon, means the bearer thereof.


 


“Indebtedness
for Money Borrowed” means, when used with respect to the Company, (a) any
obligation of, or any obligation guaranteed by, the Company, as the case may be,
for the repayment of borrowed money, whether or not evidenced by bonds, debentures,
notes or other written instruments, (b) similar obligations arising from
off- balance sheet guarantees and direct credit substitutes, (c) obligations
associated with derivative products such as interest rate and foreign exchange
rate contracts, commodity contracts and similar arrangements and (d) any
deferred obligations for the payment of the purchase price of property or
assets.


 


“Indebtedness
Ranking Junior to the Securities” means any Indebtedness for Money
Borrowed of the Company, whether outstanding on the date of execution of this
Indenture or thereafter created, assumed or incurred, which specifically by its
terms ranks junior to and not equally with or prior to the Securities (and any
other Indebtedness Ranking on a Parity with the Securities) in right of payment
upon the happening of any event of the kind specified in the first sentence of
the second paragraph of Section 16.1. The securing of any Indebtedness for
Money Borrowed of the Company otherwise constituting Indebtedness Ranking Junior
to the Securities shall not be deemed to prevent such Indebtedness for Money
Borrowed from constituting Indebtedness Ranking Junior to the Securities.


 


“Indebtedness
Ranking on a Parity with the Securities” means Indebtedness for
Money Borrowed of the Company, whether outstanding on the date of execution of
the Indenture or thereafter created, assumed or incurred, which specifically by
its terms ranks equally with and not prior to the Securities in the right of
payment upon the happening of any event of the kind specified in the first
sentence of the second paragraph of Section 16.1. The securing of any
Indebtedness for Money Borrowed of the Company otherwise constituting
Indebtedness Ranking on a Parity with the Securities shall not be deemed to
prevent such Indebtedness for Money Borrowed from constituting Indebtedness
Ranking on a Parity with the Securities.


 


“Indenture”
means this instrument as originally executed or as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof.


 


“Interest”
when used with respect to an Original Issue Discount Security which by its
terms bears interest only after Maturity means interest payable after Maturity,
and, when used with respect to a Security which provides for the payment of
Additional Amounts pursuant to Section 10.4, includes such Additional
Amounts.


 


“Interest
Payment Date” means the Stated Maturity of an installment of
interest on the applicable Securities.


 


“Maturity”
when used with respect to any Security means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein
or herein provided,


 


4

















 


whether at the Stated Maturity or by declaration of acceleration,
notice of redemption, request for repayment or otherwise.


 


“Officers’
Certificate” means a certificate signed by the Chairman of the
Board, the President, any Executive Vice President, the Senior Vice President—Finance
or the Treasurer, and by the Secretary, Assistant Treasurer or an Assistant
Secretary of the Company, and delivered to the Trustee. Each such certificate
shall include the statements provided for in Section 12.


 


“Opinion
of Counsel” means a written opinion of counsel, who may (except
as otherwise expressly provided in this Indenture) be an employee of or counsel
for the Company, or other counsel who shall be acceptable to the Trustee. Each
such opinion shall include the statements provided for in Section 1.2.


 


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


 


“Original
Issue Discount Security” means a Security issued pursuant to this
Indenture which provides for declaration of an amount less than the principal
thereof to be due and payable upon acceleration pursuant to Section 5.2.


 


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


 


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


 


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


 


(iii) Securities
which have been paid pursuant to Section 3.6 or in exchange for or in lieu
of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such
Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company; provided,
however, that in determining
whether the Holders, of the requisite principal amount of Outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder or are present at a meeting of Holders of
Securities for quorum purposes, the principal amount of an Original Issue
Discount Security that may be counted in making such determination and
that shall be deemed to be Outstanding for such purposes shall be equal to the
amount of the principal thereof that could be declared to be due and payable
pursuant to the terms of such Original Issue Discount Security at the time the
taking of such action by the Holders of such requisite principal amount is
evidenced to the Trustee as provided in Section 1.4(a),


 


5

















 


and, provided,
further, that Securities owned
beneficially by the Company or any other obligor upon the Securities or any
Affiliate (other than officers or directors of the Company) of the Company or
such other obligor, shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor.


 


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


 


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


 


“Place of
Payment” when used with respect to the Securities of any series means
the place or places where, subject to the provisions of Section 10.2, the
principal of (and premium, if any) and interest on the Securities of that series are
payable as specified as provided pursuant to Section 3.1.


 


“Predecessor
Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu
of a lost, destroyed, mutilated or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the lost, destroyed, mutilated or stolen Security or
the Security to which a mutilated, destroyed, lost or stolen coupon appertains.


 


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


 


“Redemption
Price” when used with respect to any Security to be redeemed means
the price at which it is to be redeemed as determined pursuant to the
provisions of this Indenture.


 


“Registered
Security” means any Security established pursuant to Section 2.1
which is registered in the Security Register.


 


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


 


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


 


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


 


“Responsible
Officer” when used with respect to the Trustee means any vice
president (whether or not designated by a number or a word or words added
before or after the title “vice president”), any assistant secretary, any
senior trust officer or trust officer, or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.


 


“Restricted
Subsidiary” means (a) Bear, Stearns & Co. Inc., a
Delaware corporation, (b) Custodial Trust Company, a New Jersey
corporation, (c) any other Subsidiary which owns, directly or indirectly,
any of the Common Stock of a Restricted Subsidiary and (d) any other
Subsidiary with which a Restricted Subsidiary is merged or consolidated or
which acquires or succeeds to a significant portion of the business, properties
or assets of a Restricted Subsidiary.


 


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


 


“Security
Register” and “Security Registrar”
have the respective meanings specified in Section 3.5.


 


“Senior
Indebtedness” means all Indebtedness for Money Borrowed of the
Company, whether outstanding on the date of execution of the Indenture or
thereafter created, assumed or incurred, except Indebtedness Ranking on a
Parity with the Securities or Indebtedness Ranking Junior to the Securities,
and any deferrals, renewals or extensions of such Senior Indebtedness.


 


“Special
Record Date” for the payment of any Defaulted Interest on the
Registered Securities of any series means a date fixed by the Trustee
pursuant to Section 3.7.


 


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


 


“Subsidiary”
means any Person of which at the time of determination the Company and/or one
or more Subsidiaries owns or controls directly or indirectly more than 50% of
the shares of Voting Stock. “Wholly-owned,” when used wish reference to a
Subsidiary, means a Subsidiary of which all of the outstanding capital stock
(except for qualifying shares) is owned by the Company or by one or more wholly-owned
Subsidiaries.


 


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


 


7

















 


“Trustee” shall mean each such Person and as used with respect to the
Securities of any series shall mean the Trustee with respect to the
Securities of that series.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939 as amended and
as in force at the date as of which this instrument was executed, except as
provided in Section 9.5.


 


“United
States” or “U.S.”
means, the United States of America (including the States and the District of
Columbia), its territories and possessions and other areas subject to its
jurisdiction.


 


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


 


“U.S.
Government Obligations” has the meaning set forth in Section 15.2.


 


“Voting
Stock” means stock of the class or classes having general
voting power under ordinary circumstances to elect at least a majority of the
board of directors, managers or trustees of such Person, provided that, for the purposes hereof,
stock which carries only the right to vote conditionally on the happening of an
event shall not be considered voting stock whether or not such event shall have
happened.


 


Section 1.2                                      Compliance Certificates and Opinions.


 


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


 


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


 


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


 


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


 


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


 


8

















 


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


 


Section 1.3                                      Form of Documents Delivered to Trustee.


 


In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such matters in
one or several documents. Any certificate or opinion of an officer of the
Company may be based, insofar it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.


 


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


 


Section 1.4                                      Acts of Holders.


 


(a)          Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in
person or by agent duly appointed in writing. If, but only if, Securities of a series are
issuable Bearer Securities, any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series voting
in favor thereof, either in person or by proxies duly appointed in writing, at
any meeting of Holders of Securities of such series duly called and held
in accordance with the provisions of Article Fourteen, or a combination of
such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments and
any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments and so voting at any such meeting. Proof of execution
of any such instrument or of a writing appointing any such agent, or of the
holding by any Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section 6.1) conclusive in favor of the
Trustee and the Company and any agent of the Trustee or the Company, if made in
the manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 14.6.


 


9

















 


(b)         The fact and date of the execution by any
Person of any such instrument or writing may be proved in any reasonable
manner which the Trustee deems sufficient and in accordance with such
reasonable rules as the Trustee may determine, and the Trustee may in
any instance require further proof with respect to any of the matters referred
to in this Section.


 


(c)          The ownership of Registered Securities and
the principal amount and serial numbers of Registered Securities held by any
Person, and the date of holding the same, shall be proved by the Security
Register.


 


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


 


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


 


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


 


10

















 


Section 1.5                                      Notices, Etc., to Trustee and Company.


 


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


 


(a)                                  the Trustee by any
Holder or by the Company shall be sufficient for every purpose hereunder if
made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: 
Corporate Trust Administration or


 


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


 


Section 1.6                                      Notice to Holders of Securities; Waiver.


 


Except as otherwise expressly provided herein
or in the form of Securities of any particular series pursuant to the
provisions of this Indenture, where this Indenture provides for notice to
Holders of Securities of any event,


 


(a)                                  such notice shall be
sufficiently given to Holders of Registered Securities if in writing and
mailed, first-class postage prepaid, to each Holder of a Registered
Security affected by such event, at his address as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such Notice; and


 


(b)                                 such notice shall be
sufficiently given to Holders of Bearer Securities, if any, if published in an
Authorized Newspaper in The City of New York and, if the Securities of such series are
then listed on any stock exchange outside the United States, in an Authorized
Newspaper in such city as the Company shall advise the Trustee that such stock
exchange so requires, on a Business Day at least twice, the first such
publication to be not earlier than the earliest date and not later than the
latest date prescribed for the giving of such notice.


 


In any case where notice to Holders of
Registered Securities is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder of a
Registered Security shall affect the sufficiency of such notice with respect to
other Holders of Registered Securities or the sufficiency of any notice to
Holders of Bearer Securities given as provided herein. In the case by reason of
the suspension of regular mail service or by reason of any other cause it shall
be impracticable to give such notice by mail, then such notification as shall
be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.


 


In case by reason of the suspension of
publication of any Authorized Newspaper or Authorized Newspapers or by reason
of any other cause it shall be impracticable to publish any notice to Holders
of Bearer Securities as provided above, then such notification to Holders of
Bearer Securities as shall be given with the approval of the Trustee shall
constitute sufficient notice to such Holders for every purpose hereunder. Neither
failure to give notice by publication to Holders


 


11

















 


of Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of any notice mailed to Holders of
Registered Securities as provided above.


 


Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders of Securities shall
be filed with the Trustee, but such filing shall not be a condition precedent
to the validity of any action taken in reliance upon such waiver.


 


Section 1.7                                      Language of Notices, Etc.


 


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


 


Section 1.8                                      Conflict with Trust Indenture Act.


 


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


 


Section 1.9                                      Effect of Headings and Table of Contents.


 


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


 


Section 1.10                                Successors and Assigns.


 


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


 


Section 1.11                                Separability Clause.


 


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


 


Section 1.12                                Benefits of Indenture.


 


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


 


12

















 


Section 1.13                                Governing Law.


 


This Indenture and the Securities and coupons
shall be governed by and construed in accordance with the laws or the State of
New York.


 


Section 1.14                                Legal Holidays.


 


In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or the Securities or coupons other than a provision in the Securities
which specifically states that such provision shall apply in lieu of this
Section) payment of interest or any Additional Amounts or principal (and
premium, if any) need not be made at such Place of Payment on such date, but may be
made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or Redemption Date, or
at the Stated Maturity, and no interest shall accrue on the amount so payable
for the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be.


 


ARTICLE 2



SECURITY FORMS


 


Section 2.1                                      Forms Generally.


 


The Registered Securities, if any, of each series and
the Bearer Securities, if any, of each series and related coupons, if any,
and Securities in global form, if any, shall be in the form established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, shall have appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture or any indenture
supplemental hereto and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may, consistently
herewith, be determined by the officers of the Company executing such
Securities, as evidenced by their execution of such Securities. If the forms of
the Securities of any series are established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.3 for the authentication and delivery of such
Securities.


 


Unless otherwise provided as contemplated by Section 3.1
with respect to any series of Securities, the Securities of each series shall
be issuable in registered form without coupons. If so provided as
contemplated by Section 3.1, the Securities of a series also shall be
issuable in bearer form, with or without interest coupons attached.


 


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


 


13

















 


Section 2.2                                      Form of Trustee’s Certificate of Authentication.


 


The Trustee’s Certificate of Authentication
shall be in substantially the following form:


 


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


 


	
   

  	
  JPMORGAN CHASE BANK, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  



 


Section 2.3                                      Securities in Global Form.


 


If Securities of a series are issuable
in whole or in part in global form, any such Security may provide
that it shall represent the aggregate amount of Outstanding Securities from
time to time endorsed thereon and may also provide that the aggregate
amount of Outstanding Securities represented thereby may from time to time
be reduced to reflect exchanges or increased to reflect the issuance of
additional Securities. Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made in such manner and by such Person
or Persons, as shall be specified therein or in the Company Order delivered to
the Trustee pursuant to Section 3.3.


 


ARTICLE 3



THE SECURITIES


 


Section 3.1                                      Amount Unlimited; Issuable in Series.


 


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


 


The Securities may be issued in one or
more series. There shall be established in or pursuant to a Board Resolution,
and set forth in an Officers’ Certificate, or established in one or more
indentures supplemental hereto prior to the issuance of Securities of any
series:


 


(a)                                  the title of the
Securities and the series in which such Securities shall be included;


 


(b)                                 the limit, if any,
upon the aggregate principal amount of the Securities of such title and the
Securities of such series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon
registration of, transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or
11.7);


 


(c)                                  whether Securities of
the series are to be issuable as Registered Securities, Bearer Securities
(with or without coupons) or both, any restrictions applicable to the offer,
sale or delivery of Bearer Securities and the terms upon which Bearer
Securities of the series may be exchanged for Registered Securities
of the series and vice versa;


 


14

















 


(d)                                 whether Securities of
the series may be issued in whole or in part in global form and,
if so, the identity of the Depositary for such Securities in global form, and
the terms and conditions, if any, upon which interests in such Securities in
global form may be exchanged, in whole or in part, for the individual
Securities represented thereby;


 


(e)                                  the date as of which
any Bearer Securities of the series and any temporary Security in global form representing
Outstanding Securities of the series shall be dated if other than the date
of original issuance of the first Security of the series to be issued;


 


(f)                                    if Securities of
the series are to be issuable as Bearer Securities, whether interest in
respect of any portion of a temporary Bearer Security in global form (representing
all of the Outstanding Bearer Securities of the series) payable in respect of
an Interest Payment Date prior to the exchange of such temporary Bearer
Security for definitive Securities of the series shall be paid to any
clearing organization with respect to the portion of such temporary Bearer
Security held for its account and, in such event, the terms and conditions
(including any certification requirements) upon which any such interest payment
received by a clearing organization will be credited to the Persons entitled to
interest payable on such Interest Payment Date;


 


(g)                                 the date or dates on
which the principal of such Securities is payable;


 


(h)                                 the rate or rates at
which such Securities shall bear interest, if any, or method by which such rate
or rates are determined, the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest shall be payable and
the Regular Record Date for the interest payable on Registered Securities on
any Interest Payment Date, whether and under what circumstances Additional
Amounts on such securities shall be payable in respect of specified taxes,
assessments or other governmental charges withheld or deducted and, if so,
whether the Company has the option to redeem the affected Securities rather
than pay such Additional Amounts, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve 30-day months;


 


(i)                                     the place or
places, if any, in addition to or other than the Borough of Manhattan, The City
of New York, where the principal of (and premium, if any) and interest on or
Additional Amounts, if any, payable in respect of such Securities shall be
payable, where such Securities may be surrendered for registration of
transfer, where such Securities may be surrendered for exchange and where
notice and demands to or upon the Company, in respect of such Securities, and
this Indenture may be served and where notices to Holders pursuant to Section 1.6
will be published;


 


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


 


(k)                                  the obligation, if
any, of the Company to redeem, repay or purchase such Securities pursuant to
any sinking fund or at the option of a Holder thereof and the period or periods
within which, the price or prices at which and the terms and conditions upon
which such Securities


 


15

















 


shall be redeemed, repaid or purchased, in
whole or in part, pursuant to such obligation, and any provisions for the
remarketing of such Securities;


 


(l)                                     the denominations
in which Registered Securities of the series, if any, shall be issuable if
other than denominations of $1,000 and any integral multiple thereof and the denominations
in which Bearer Securities of the series, if any, shall be issuable if other
than the denomination of $5,000;


 


(m)                               if other than the
principal amount thereof, the portion of the principal amount of such
Securities which shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 5.2;


 


(n)                                 if other than such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public or private debts, the coin or currency, including
composite currencies, in which payment of the principal of (and premium, if
any) or interest, if any, on and Additional Amounts in respect of such
Securities shall be payable;


 


(o)                                 if the principal of
(and premium, if any) or interest, if any, on, and Additional Amounts in
respect of such Securities are to be payable, at the election of the Company or
a Holder thereof, in a coin or currency, including composite currencies, other
than that in which the Securities are stated to be payable, the period or
periods within which, and the terms and conditions upon which, such election may be
made;


 


(p)                                 if the amount of
payments of principal of (and premium, if any) or interest, if any, on, and
Additional Amounts in respect of such Securities may be determined with
reference to an index, formula or other method based on a coin or currency
other than that in which the Securities are stated to be payable, the manner in
which such amounts shall be determined;


 


(q)                                 if the Securities of
such series are to be issuable in definitive form (whether upon
original issue or upon exchange of a temporary Security of such series) only
upon receipt of certain certificates or other documents or satisfaction of
other conditions, then the form and terms of such certificates, documents
or conditions;


 


(r)                                    whether, and under
what conditions, Additional Amounts will be payable to Holders of Securities of
such series pursuant to Section 10.4;


 


(s)                                  any Events of Default
or Defaults with respect to Securities of such series, if not otherwise set
forth herein;


 


(t)                                    provisions, if any,
for the defeasance of Securities of the series; and


 


(u)                                 any other terms of
such Securities (which terms shall not be inconsistent with the provisions of
this Indenture).


 


All Securities of any one series and
coupons appertaining to Bearer Securities of such series, if any, shall be
substantially identical except as to denomination and the rate or rates of
interest, if any, and Stated Maturity, the date from which interest, if any,
shall accrue and except as may otherwise be provided in or pursuant to
such Board Resolution and set forth in such Officers’


 


16

















 


Certificate or in any such indenture supplemental hereto. All
Securities of any one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened for issuances of
additional Securities of such series.


 


If any of the terms of the Securities of any series were
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers’ Certificate setting forth the terms of such
series.


 


Section 3.2                                      Denominations.


 


Unless other denominations and amounts may from
time to time be fixed by or pursuant to a Board Resolution, the Registered
Securities of each series, if any, shall be issuable in registered form without
coupons in denominations of $1,000 and any integral multiple thereof, and the
Bearer Securities of each series, if any, shall be issuable in the denomination
of $5,000.


 


Section 3.3                                      Execution, Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf of
the Company by its Chairman of the Board, President, Vice President serving as
Chief Financial Officer or its Treasurer under its corporate seal reproduced
thereon and attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or
facsimile. Coupons shall bear the facsimile signature of the Treasurer or any
Assistant Treasurer of the Company.


 


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


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver
Securities of any series, together with any coupons appertaining thereto,
executed by the Company to the Trustee for authentication, together with the
Board Resolution and Officers’ Certificate or supplemental indenture with
respect to such Securities referred to in Section 3.1 and a Company Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order and subject to the provisions hereof shall
authenticate and deliver such Securities. In authenticating such Securities,
and accepting the additional responsibilities under this Indenture in relation
to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.1)
shall be fully protected in relying upon, an Opinion of Counsel stating,


 


(a)                                  that the form and
terms of such Securities and coupons, if any, have been established in
conformity with the provision of this Indenture;


 


(b)                                 that all conditions
precedent to the authentication and delivery of such Securities together with
the coupons, if any, appertaining thereto, have been complied with and that
such Securities, and coupons, when authenticated and delivered by the Trustee
and issued by the


 


17

















 


Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable in accordance with
their terms, subject to bankruptcy, insolvency, moratorium, reorganization and
other laws of general applicability relating to or affecting the enforcement of
creditors’ rights and to general equity principles;


 


(c)                                  that all laws and
requirements in respect of the execution and delivery by the Company of such
Securities and coupons, if any, have been complied with; and


 


(d)                                 as to such other
matters as the Trustee may reasonably request;


 


provided, however, that if all the Securities of any series are
not to be issued at one time, it shall not be necessary to deliver an Opinion
of Counsel at the time of issuance of each Security, but such Opinion of
Counsel, with appropriate modifications, may instead be delivered at or
prior to the time of the first issuance of Securities of such series.


 


The Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee or if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken.


 


If the Company shall establish pursuant to Section 3.1
that Securities of a series may be issued in whole or in part in
global form, then the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order with respect to such
series, authenticate and deliver one or more Securities in global form that
(i) shall represent and shall be denominated in an authorized aggregate
amount equal to the aggregate principal amount of the Outstanding Securities of
such series and tenor to be represented by one or more Securities in
global form, (ii) shall be registered, if in registered form, in the name
of the Depositary for such Security or Securities in global form or the
nominee of such Depositary, (iii) shall be delivered to such Depositary or
pursuant to such Depositary’s instruction and (iv) shall bear a legend
substantially to the following effect:  “Unless
and until it is exchanged in whole or in part for Notes in certificated
form, this Note may not be transferred except as a whole by the Depositary
to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized
representative of the Depository Trust Company (55 Water Street, New York, New
York) to the issuer 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 requested by an authorized representative of the
Depository Trust Company and any payment is made to CEDE & Co., any
transfer, pledge or other use hereof for value or otherwise by or to any person
is wrongful since the registered owner hereof, CEDE & Co., has an
interest herein.”  Each Depositary
designated pursuant to Section 3.1 for a Registered Security in global form must,
at the time of its designation and at all times while it serves as Depositary,
be a clearing agency registered under the Securities Exchange Act of 1934 and
any other applicable statute or regulation.


 


18

















 


Each Registered Security shall be dated the
date of its authentication. Each Bearer Security and any temporary Bearer
Security in global form shall be dated as of the date specified as
contemplated by Section 3.1.


 


No Security or coupon appertaining thereto
shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose, unless there appears on such Security a certificate of
authentication substantially in the form provided for in Section 2.2
or 6.14 executed by or on behalf of the Trustee by the manual signature of one
of its authorized signatories, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. Except as permitted by Section 3.6
or 3.7, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have been detached and
cancelled.


 


Section 3.4                                      Temporary Securities.


 


Pending the preparation of definitive
Securities of any series, the Company may execute and deliver to the
Trustee, and upon Company Order the Trustee shall authenticate and deliver, in
the manner provided in Section 3.3, temporary Securities of such series which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form, or, if
authorized, in bearer form with one or more coupons or without coupons and
with such appropriate insertions, omissions, substitutions and other variations
as the officers of the Company executing such Securities may determine, as
evidenced by their execution of such Securities. In the case of Securities of
any series, such temporary Securities may be in global form, representing
all of the Outstanding Securities of such series.


 


Except in the case of temporary Securities in
global form, which shall be exchanged in accordance with the provisions
thereof, if temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities, the
temporary Securities of such series shall be exchangeable upon request for
definitive Securities of such series containing identical terms and
provisions upon surrender of the temporary Securities of such series at an
office or agency of the Company maintained for such purpose pursuant to Section 10.2,
without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities of any series (accompanied by any unmatured
coupons appertaining thereto) the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations of the same series containing
identical terms and provisions; provided,
however, that no definitive
Bearer Security, except as provided pursuant to Section 3.1, shall be
delivered in exchange for a temporary Registered Security; and provided further, that a definitive Bearer
Security shall be delivered in exchange for a temporary Bearer security only in
compliance with the conditions set forth in Section 3.5. Unless otherwise
specified as contemplated by Section 3.1 with respect to a temporary
Security in global form, until so exchanged the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.


 


19

















 


Section 3.5                                      Registration, Transfer and Exchange.


 


With respect to the Registered Securities of
each series, if any, the Company shall cause to be kept, at an office or agency
of the Company maintained pursuant to Section 10.2, a register (herein
sometimes referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for
the registration of the Registered Securities of each series and of
transfers of the Registered Securities of each series. The Trustee is hereby
appointed “Security Registrar” for the purpose of registering Registered
Securities and transfers and exchanges of Registered Securities as herein
provided; provided, that the Company may, from time to time, designate (or
change any designation of) any other Person or Persons to act as Security
Registrar or co-Security Registrars with respect to the Securities of one or
more series, with notice to the Trustee and as provided in Section 1.6 to
the Holders. At all reasonable times the Security Register shall be open for
inspection by the Company. In the event that the Trustee shall not be the
Security Registrar, it shall have the right to examine the Security Register at
all reasonable times.


 


Upon surrender for registration of transfer
of any Registered Security of any series at any office or agency of the
Company maintained for that series pursuant to Section 10.2, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Registered
Securities of the same series of any authorized denominations, of a like
aggregate principal amount beating a number not contemporaneously outstanding
and containing identical terms and provisions.


 


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


 


At the option of the Holder, Registered
Securities of any series may be exchanged for other Registered
Securities of the same series containing identical terms and provisions,
in any authorized denominations, and of a like aggregate principal amount, upon
surrender of the Securities to be exchanged at any such office or agency of the
Company maintained for that series pursuant to Section 10.2. Whenever
any Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive.


 


If at any time the Depositary for the
Securities of a series notifies the Company that it is unwilling or unable
to continue as Depositary for the Securities of such series or if at any
time the Depositary for the Securities of such series shall no longer be
eligible under Section 3.3, the Company, by Company Order, shall appoint a
successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such ineligibility, the Company’s election pursuant to Section 3.1(d) shall
no longer be effective with respect to the Securities of such series and
the Company will execute, and the Trustee, upon receipt


 


20

















 


of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such series in
definitive form in an aggregate principal amount and like terms and tenor
equal to the principal amount of the Security or Securities in global form representing
such series in exchange for such Security or Securities in global form.


 


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


 


If specified by the Company pursuant to Section 3.1
with respect to a series of Securities, the Depositary for such series of
Securities may surrender a Security in global form for such series of
Securities in exchange in whole or in part for individual Securities of
such series in definitive form and of like terms and tenor on such
terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon,
the Company shall execute, and the Trustee upon receipt of a Company Order for
the authentication and delivery of individual definitive Securities of such
series, shall authenticate and deliver, without service charge:


 


(a)          to the Depositary or to each Person specified
by such Depositary a new individual Security or Securities of the same series and
of the same tenor, of authorized denominations, in aggregate principal amount
equal to and in exchange for such Person’s beneficial interest in the Security
in global form; and


 


(b)         to such Depositary a new Security in global form in
a denomination equal to the difference, if any, between the principal amount of
the surrendered Security in global form and the aggregate principal amount
of the individual Securities delivered to Holders thereof.


 


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


 


21

















 


Upon the exchange of a Security in global form for
Securities in definitive form, such Security in global form shall be cancelled
by the Trustee. Registered Securities issued in exchange for a Security in
global form pursuant to this Section shall be registered in such
names and in such authorized denominations as the Depositary for such Security
in global form, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee in writing. The Trustee
shall deliver such Registered Securities to the persons in whose names such
Securities are so registered or to the Depositary. The Trustee shall deliver
Bearer Securities issued in exchange for a Security in global form pursuant
to this Section to the Depositary or to the persons, and in such
authorized denominations, the Depositary for such Security in global form,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee in writing; provided, however, that no definitive
Bearer Security shall be delivered in exchange for a temporary Security in
global form unless the Company or its agent shall have received from the
Person entitled to receive the definitive Bearer Security a certificate
substantially in the form set forth in Exhibit A-1 and, if
applicable, A-2 hereto; and provided further that delivery of a Bearer Security
shall occur only outside the United States; and provided further that no definitive Bearer Security will be
issued if the Company knows or has reason to know that any such certificate is
false.


 


At the option of the Holder, except as
otherwise specified as contemplated by Section 3.1(d) and 3.1(f) with
respect to a Security in global form representing Bearer Securities,
Bearer Securities of any series may be exchanged for Registered
Securities (if the Securities of such series are issuable as Registered
Securities) or Bearer Securities of the same series containing identical
terms and provisions, of any authorized denominations of like tenor and
aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at the office or agency of the Company maintained for such purpose,
with all unmatured coupons and all matured coupons in default thereto
appertaining provided, however, that delivery of a Bearer
Security shall occur only outside the United States. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, such exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company and
the Trustee in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived
by the Company and the Trustee if there is furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise
provided in Section 10.2, interest represented by coupons shall be payable
only upon presentation and surrender of those coupons on or after the Interest
Payment Date of those coupons at an office or agency maintained for such
purpose pursuant to Section 10.2 and located outside the United States. Notwithstanding
the foregoing, in case a Bearer Security of any series is surrendered at
any such office or agency in exchange for a Registered Security of the same series and
like tenor after the close of business at such office or agency on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related date for
payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be (or, if such coupon is so surrendered with such
Bearer Security, such coupon shall be returned to the person so surrendering
the Bearer Security), and


 


22

















 


interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.


 


If expressly provided pursuant to Section 3.1
with respect to the Securities of any series, at the option of the Holder,
Registered Securities of such series may be exchanged for Bearer
Securities upon such terms and conditions as may be provided with respect
to such series.


 


Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.


 


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


 


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


 


No service charge shall be made for any
registration of transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not
involving any transfer.


 


The Company shall not be required (i) to
issue, register the transfer of or exchange any Securities of any series during
a period beginning at the opening of business 15 days before the day of the
selection for redemption of Securities of that series under Section 11.3
and ending at the close of business on the day of such selection, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except in the case of any Security to be
redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series,
provided that such Registered
Security shall be immediately surrendered for redemption with written
instruction for payment consistent with the provisions of this Indenture.


 


Section 3.6                                      Mutilated, Destroyed, Lost and Stolen Securities.


 


If any mutilated Security or a Security with
a mutilated coupon appertaining to it is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series containing identical
terms and of like principal amount and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
the surrendered Security.


 


23

















 


If there be delivered to the Company and to
the Trustee (i) evidence to their satisfaction of the destruction, loss or
theft of any Security or coupon, and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security
or coupon has been acquired by a bona fide purchaser, the Company shall execute
and upon its request the Trustee shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Security (or in
exchange for the Security to which a destroyed, lost or stolen coupon
appertains with all appurtenant coupons not destroyed, lost or stolen), a new
Security of the same series containing identical terms and of like
principal amount and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to such destroyed,
lost or stolen Security or to the Security to which such destroyed, lost or
stolen coupon appertains.


 


In case any such mutilated, destroyed, lost
or stolen Security or coupon has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Security, pay such
Security or coupon; provided, however, that payment of principal of (and
premium, if any) and any interest on Bearer Securities shall, except as
otherwise provided in Section 10.2, be payable only at an office or agency
located outside the United States and, unless otherwise specified as
contemplated by Section 3.1, any interest on Bearer Securities shall be
payable only upon presentation and surrender of the coupons appertaining
thereto.


 


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


 


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


 


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


 


Section 3.7                                      Payment of Interest; Interest Rights Preserved.


 


Interest on any Registered Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall, if so provided in such Security, be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered as of
the close of business on the Regular Record Date for such interest. In case a
Bearer Security of any series is surrendered in exchange for a Registered
Security of such series after the close of business (at an office or
agency in a Place of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on the next
succeeding Interest Payment Date,


 


24

















 


such Bearer Security shall be surrendered without the coupon relating
to such Interest Payment Date and interest will not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange of such
Bearer Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.


 


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


 


(a)                                  The Company may elect
to make payment of any Defaulted Interest to the Persons in whose names the
Registered Securities affected (or their respective Predecessor Securities) are
registered at the close of business on a special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Registered Security and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior, to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder of such Registered Securities at his address as it
appears in the Security Register not less than 10 days prior to such Special
Record Date. The Trustee may, in its discretion, in the name and at the expense
of the Company, cause a similar notice to be published at least once in a
newspaper, customarily published in the English language on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York,
but such publication shall not be a condition precedent to the establishment of
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose names such
Registered Securities (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (b). In case a Bearer
Security of any series is surrendered at the office or agency in a Place
of Payment for such series in exchange for a Registered Security of such series after
the close of business at such office or agency on any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such proposed date of payment and
Defaulted Interest will not be payable on such proposed date of payment in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.


 


25

















 


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


 


At the option of the Company, interest on
Registered Securities of any series that bear interest may be paid by
mailing a check to the address of the person entitled thereto as such address
shall appear in the Security Register or by wire transfer to an account
designated in writing not less than sixteen days prior to the date of such
payment by any such person holding $10,000,000 in principal amount of
Registered Securities or such other principal amount specified in the
Registered Security reasonably satisfactory to the Trustee.


 


Subject to the foregoing provisions of this Section and
Section 3.5, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.


 


Section 3.8                                      Persons Deemed Owners.


 


Prior to due presentment of a Registered
Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of principal of (and premium, if any), and
(subject to Sections 3.5 and 3.7) interest on and Additional Amounts with respect
to, such Registered Security and for all other purposes whatsoever, whether or
not such Registered Security be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.


 


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


 


None of the Company, the Trustee, any
Authenticating Agent, any Paying Agent, the Security Registrar or any Co-Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests and each
of them may act or refrain from acting without liability on any
information relating to such records provided by the Depositary.


 


Section 3.9                                      Cancellation.


 


All Securities and coupons surrendered for
payment, redemption, repayment, registration of transfer or exchange or for
credit against any sinking fund payment, if surrendered to any Person other
than the Trustee, shall be delivered to the Trustee, and any such Securities
and coupons and


 


26

















 


Securities and coupons surrendered directly to the Trustee for any such
purpose shall be promptly cancelled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities and coupons held by the Trustee
shall be destroyed by it unless by a Company Order the Company directs their
return to it.


 


Section 3.10                                Computation of Interest.


 


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


 


ARTICLE 4



SATISFACTION AND DISCHARGE


 


Section 4.1                                      Satisfaction and Discharge of Indenture.


 


Upon the direction of the Company by a
Company Order, this Indenture shall cease to be of further effect (except as to
any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for and any right to receive Additional Amounts, as
provided in Section 10.4), and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when


 


(a)                           either


 


(i)                                            all
Securities theretofore authenticated and delivered and all coupons appertaining
thereto (other than (i) coupons appertaining to Bearer Securities surrendered
in exchange for Registered Securities and maturing after such exchange, whose
surrender is not required or has been waived as provided in Section 3.5, (ii) Securities
and coupons which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 3.6, (iii) coupons appertaining to
Securities called for redemption or surrendered for repayment and maturing
after the relevant Redemption Date or Optional Repayment Date, as appropriate,
whose surrender has been waived as provided in Section 11.6, and (iv) Securities
and coupons for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 10.3) have
been delivered to the Trustee for cancellation; or


 


(ii)                                         all such
Securities and, in the case of (1) or (2) below, any such coupons
appertaining thereto not theretofore delivered to the Trustee for cancellation


 


(1)                                  have become due and payable,
or


 


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


 


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


 


27

















 


and the Company, in the case of (1), (2) or
(3) above, has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose an amount sufficient to pay and
discharge the entire indebtedness on such Securities and coupons not
theretofore delivered to the Trustee for cancellation, for principal (and
premium, if any) and interest, and any Additional Amounts with respect thereto,
to the date of such deposit (in the case of Securities which have become due
and payable) or to the Stated Maturity or Redemption Date, as the case may be
and all Optional Repayment Dates (in the case of Securities repayable at the
option of the Holders thereof);


 


(b)                                 the Company has paid
or caused to be paid all other sums payable hereunder by the Company; and


 


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


 


In the event there are Securities of two or
more series hereunder, the Trustee shall be required to execute an instrument
acknowledging satisfaction and discharge of this Indenture only if requested to
do so with respect to Securities of all series as to which it is Trustee
and it the other conditions thereto are met. In the event there are two or more
Trustees hereunder, then the effectiveness of any such instrument shall be
conditioned upon receipt of such instruments from all Trustees hereunder.


 


Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee
under Section 6.7 and, if money shall have been deposited with the Trustee
pursuant to subclause (ii) of clause (a) of this Section, the
obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3
shall survive.


 


Section 4.2                                      Application of Trust Money.


 


Subject to the provisions of the last
paragraph of Section 10.3, all money deposited with the Trustee pursuant
to Section 4.1 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and any
interest and Additional Amounts for whose payment such money has been deposited
with the Trustee; but such money need not be segregated from other funds except
to the extent required by law.


 


Section 4.3                                      Subordination Provisions Inapplicable.


 


Notwithstanding anything contained herein to
the contrary, any money or other property that shall have been deposited by the
Company with the Trustee pursuant to Section 4.1 shall not be subject to
the provisions of Article 16 of this Indenture respecting subordination of
the Securities; provided, however, that said provisions respecting
subordination shall continue to apply to such money or other property, if any,
that has been returned to the Company or its legal representative pursuant to
an order or judgment of a court or governmental authority but only to the


 


28

















 


extent that all obligations of the Company under this Indenture and the
Securities shall be in full force and effect.


 


ARTICLE 5



REMEDIES


 


Section 5.1                                      Events of Default.


 


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


 


(a)                                  default in the
performance, or breach, of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section or Section 5.3 specifically
dealt with or which has been expressly included in this Indenture solely for
the benefit of series of Securities other than that series), and
continuance of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or


 


(b)                                 default in the deposit
of any sinking fund payment, when and as due by the terms of a Security of that
series; or


 


(c)                                  the entry by a court
having jurisdiction in the premises of (1) a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or similar
law or (2) a decree or order under any applicable federal or state law
appointing a receiver or similar official of the Company or of substantially
all its property, and the continuance in the case of any proceedings under
clause (1) above of any such decree or order for relief or any such other
decree or order unstayed and in effect for a period of 60 consecutive days; or


 


(d)                                 the commencement by
the Company of a voluntary case under any applicable federal or state
bankruptcy, insolvency, reorganization or other similar law of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the
Company to the entry of a decree or order for relief in respect of the Company
in an involuntary case or proceeding under any applicable federal or state
bankruptcy, insolvency, reorganization or similar law or to the commencement of
any bankruptcy or insolvency case or proceeding against it, or the filing by
the Company of a petition or answer or consent seeking reorganization or relief
under any applicable federal or state law, or the consent by the Company to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee sequestrator or similar
official of the Company or of substantially all its property.


 


29

















 


Section 5.2                                      Acceleration of Maturity; Rescission and Annulment.


 


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


 


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


 


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


 


(ii)                                         all overdue
installments of interest on and any Additional Amounts payable in respect of
all Securities of that series,


 


(iii)                                      the principal of (and
premium, if any, on) any Securities of that series which have become due
otherwise than by such declaration of acceleration and interest thereon at the
rate or rates borne by or provided for in such Securities,


 


(iv)                                     to the extent that
payment of such interest is lawful, interest upon overdue installments of
interest and Additional Amounts at the rate or rates borne by or provided for
in such Securities, and


 


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


 


(b)                          all
Defaults with respect to Securities of that series have been remedied.


 


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


 


Section 5.3                                      Defaults; Collection of Indebtedness and Suits
for Enforcement by Trustee.


 


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


 


(a)          an Event of Default has occurred with respect
to such Securities specified in Section 5.1,


 


(b)         the Company fails to pay the principal of (or
premium, if any, on) any Security of such series at the Maturity thereof
and such failure is continued for seven days, whether or not such payment is
prohibited by Article 16 hereof; or


 


30

















 


the Company fails to pay any installment of interest on or any
Additional Amounts payable in respect of any Security when such interest or
Additional Amounts shall have become due and payable and such failure is
continued for 30 days, whether or not such payment is prohibited by Article 16
hereof.


 


The Company covenants that, if a Default
shall occur with respect to the Securities of a particular series, it will,
upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities and coupons, the whole amount then due and payable on such
Securities and coupons for principal (and premium, if any) and interest and
Additional Amounts, if any, with interest upon the overdue principal (and
premium, if any) and, to the extent that payment of such interest shall be
legally enforceable, upon overdue installments of interest or any Additional
Amounts, at the rate or rates borne by or provided for in such Securities, and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 


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


 


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


 


Section 5.4                                      Trustee May File Proofs of Claim.


 


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


 


(a)                                  to file and prove a
claim for the whole amount or such lesser amount as may be provided for in
the Securities of that series, of principal (and premium, if any) and interest
and any Additional Amounts owing and unpaid in respect of the Securities and to
file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
or counsel) and of the Holders allowed in such judicial proceeding, and


 


31

















 


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


 


and any receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by each
Holder of Securities and coupons to make such, payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities and coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 6.7.


 


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


 


Section 5.5                                      Trustee May Enforce Claims Without Possession of
Securities or Coupons.


 


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


 


Section 5.6                                      Application of Money Collected.


 


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


 


FIRST:  To the payment of all amounts due the Trustee
under Section 6.7; and


 


SECOND:  Subject to Article 16, to the payment of
the amounts then due and unpaid upon the Securities and coupons for principal
(and premium, if any) and interest and any Additional Amounts payable 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 aggregate
amounts due and payable on such Securities and coupons for principal (and
premium, if any), interest and Additional Amounts, respectively; and


 


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


 


32

















 


Section 5.7                                      Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 5.8                                      Unconditional Right of Holders to Receive Principal,
Premium and Interest.


 


Subject only to the provisions of Article 16,
the Holder of any Security or coupon shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Sections 3.5 and 3.7) interest on and any Additional Amounts in
respect of such Security or payment of such coupon on the respective Stated
Maturity or Maturities expressed in such Security or coupon (or, in the case of
redemption or repayment, on the Redemption Date or the Optional Repayment Date,
as the case may be) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such Holder.


 


Section 5.9                                      Restoration of Rights and Remedies.


 


If the Trustee or any Holder of a Security or
coupon has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case the Company, the Trustee and the Holders of Securities and
coupons shall, subject to any determination in such proceeding, be restored
severally and respectively to


 


33

















 


their former positions hereunder, and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.


 


Section 5.10                                Rights and Remedies Cumulative.


 


Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
or coupons in the last paragraph of Section 3.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities or
coupons is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


 


Section 5.11                                Delay or Omission Not Waiver.


 


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


 


Section 5.12                                Control by Holders of Securities.


 


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


 


(a)                                  such direction shall
not be in conflict with any rule of law or with this Indenture or expose
the Trustee to personal liability,


 


(b)                                 the Trustee may take
any other action deemed proper by the Trustee which is not inconsistent with
such direction, and


 


(c)                                  such direction is not
unduly prejudicial to the rights of other Holders of Securities of such series.


 


Section 5.13                                Waiver of Past Defaults.


 


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


 


(a)                                  in the payment of the
principal of (and premium, if any) or interest on or Additional Amounts payable
in respect of any Security of such series, or


 


34














 


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


 


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


 


Section 5.14                                Undertaking for Costs.


 


All parties to this Indenture agree, and each
Holder of any Security or coupon 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, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit, other than the Trustee, 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, including the Trustee, having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Company, the Trustee or by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder of any
Security or coupon for the enforcement of the payment of the principal of (and
premium, if any) or interest on or any Additional Amounts in respect of any
Security or the payment of any coupon on or after the respective Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption or repayment, on or after the Redemption Date or Optional Repayment
Date, as the case may be) or interest on any overdue principal of any Security.


 


Section 5.15                                Waiver of Stay or Extension Laws.


 


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


 


ARTICLE 6



THE TRUSTEE


 


Section 6.1                                      Certain Duties and Responsibilities.


 


(a)                           Except
during the continuance of an Event of Default or Default,


 


35

















 


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


 


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


 


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


 


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


 


(ii)                                         this subsection
shall not be construed to limit the effect of subsection (a) of this Section;


 


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


 


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


 


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


 


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


 


Section 6.2                                      Notice of Default.


 


Within 90 days after the occurrence of any
default hereunder with respect to the Securities of any series, the Trustee
shall transmit by mail to all Holders of Securities of such series entitled to
receive reports pursuant to Section 7.3(c), notice of such default hereunder
known to the Trustee, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of (and
premium, if any) or interest on, or any Additional


 


36

















 


Amounts with respect to, any Security of such series or in the payment
of any sinking fund installment with respect to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders of Securities and
coupons of such series; and provided further,
that in the case of any default of the character specified in Section 5.1(a) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse
of time or both would become, a Default, with respect to Securities of such
series.


 


Section 6.3                                      Certain Rights of Trustee.


 


Except as otherwise provided in Section 6.1:


 


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


 


(b)                                 any request or
direction of the Company mentioned herein shall be sufficiently evidenced by a
Company Request or Company Order (other than delivery of any Security to the
Trustee for authentication and delivery pursuant to Section 3.3 which shall be
sufficiently evidenced as provided therein) and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution;


 


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


 


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


 


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


 


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


 


37

















 


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


 


Section 6.4                                      Not Responsible for Recitals or Issuance of
Securities.


 


The recitals contained herein and in the
Securities, except the Trustee’s certificate of authentication, and in any
coupons shall be taken as the statements of the Company, and the Trustee or any
Authenticating Agent assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities or coupons. The Trustee or any Authenticating
Agent shall not be accountable for the use or application by the Company of
Securities or the proceeds thereof.


 


Section 6.5                                      May Hold Securities.


 


The Trustee, any Authenticating Agent, any
Paying Agent, any Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and coupons and, subject to Sections 6.8 and 6.13, may otherwise deal with the
Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


Section 6.6                                      Money Held in Trust.


 


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


 


Section 6.7                                      Compensation and Reimbursement.


 


The Company agrees


 


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


 


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


 


(c)                                  to indemnify the
Trustee and its agents for, and to hold them harmless against, any loss,
liability or expense incurred without negligence or bad faith on their part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including


 


38

















 


the costs and expenses of defending
themselves against any claim or liability in connection with the exercise or
performance of any of their powers or duties hereunder.


 


The obligations of the Company under this Section
6.7 shall not be subordinated to the payment of Senior Indebtedness pursuant to
Article 16. As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien prior to the Securities of
any series upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of (or premium,
if any) or interest on particular Securities.


 


Section 6.8                                      Disqualifications; Conflicting Interests.


 


The Trustee shall comply with the terms of Section
310(b) of the Trust Indenture Act; provided, however, that there shall be
excluded from the operation of Section 310(b)(1) of the Trust Indenture Act any
indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in Section 310(b)(1) of the Trust
Indenture Act are met.


 


Section 6.9                                      Corporate Trustee Required; Eligibility.


 


There shall at all times be a Trustee
hereunder which shall be a corporation organized and doing business under the
laws of the United States of America, any State or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $5,000.000 and subject to supervision
or examination by Federal or State authority. If such Person publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.


 


Section 6.10                                Resignation and Removal; Appointment of Successor.


 


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


 


(b)         The Trustee may resign at any time with
respect to the Securities of one or more series by giving written notice
thereof to the Company. If the instrument of acceptance by a successor Trustee
required by Section 6.11 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to such series.


 


(c)          The Trustee may be removed at any time with
respect to the Securities of any series by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series, delivered to the
Trustee and to the Company.


 


(d)         If at any time:


 


39

















 


(i)                                            the
Trustee shall fail to comply with Section 6.8 after written request therefor by
the Company or by any Holder of a Security who has been a bona fide Holder of a
Security for at least six months, or


 


(ii)                                         the
Trustee shall cease to be eligible under Section 6.9 and shall fail to resign
after written request therefor by the Company or by any such Holder of a
Security, or


 


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


 


then, in any such case, (i) the Company by a Board Resolution may remove
the Trustee with respect to all Securities, or (ii) subject to Section 5.14,
any Holder of a Security who has been a bona fide Holder of a Security of any 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 with respect to all Securities of such series and the appointment of a
successor Trustee or Trustees.


 


(e)          If the Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause, with respect to the Securities of one or more series,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee
or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 6.11. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall not have been appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.11, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the
Company or the Holders of Securities and accepted appointment in the manner
required by Section 6.11, any Holder of a Security who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.


 


(f)            The Company shall give notice of each
resignation and each removal of the Trustee with respect to the Securities of
any series and each appointment of a successor Trustee with respect to the
Securities of any series by mailing written notice of such event by first-class
mail, postage prepaid, to the Holders of Registered Securities, if any, of such
series as their names and addresses appear in the Security Register and, if
Securities of such series are issued as Bearer Securities, by publishing notice
of such event in an Authorized Newspaper in each Place of Payment located
outside the United States. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.


 


40

















 


Section 6.11                                Acceptance of Appointment by Successor.


 


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


 


(b)         In case of the appointment hereunder of a
successor Trustee with respect to the Securities of one or more (but not all)
series, the Company, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any trust
or trusts hereunder administered by any other such Trustee and that no Trustee
shall be responsible for any notice given to, or received by, or any act or
failure to act on the part of any other Trustee hereunder, and upon the
execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein, such retiring Trustee shall with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture other than as hereinafter expressly set forth, and each such successor
Trustee without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee, to the extent contemplated by such supplemental indenture,
the property and money held by such retiring Trustee hereunder with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates.


 


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


 


41

















 


such rights, powers and trusts referred to in paragraph (a) or (b) of
this Section, as the case may be.


 


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


 


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


 


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


 


Section 6.13                                Appointment of Authenticating Agent.


 


The Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series
issued upon original issue or exchange, registration of transfer or partial
redemption thereof or pursuant to Section 3.6, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less that $5,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


Any Person into which an Authenticating Agent
may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any Person succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without


 


42

















 


the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.


 


An Authenticating Agent may resign at any
time by giving written notice thereof to the Trustee and to the Company. The
Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon
receiving such a notice of resignation or upon such a termination, or in case
at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall (i) mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Registered Securities, if any, of the series with respect to which
such Authenticating Agent will serve, as their names and addresses appear in
the Security Register, and (ii) if Securities of the series are issued as
Bearer Securities, publish notice of such appointment at least once in an
Authorized Newspaper in the place where such successor Authenticating Agent has
its principal office if such office is located outside the United States. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.


 


The Trustee agrees to pay each Authenticating
Agent from time to time reasonable compensation for its services under this
Section, and the Trustee shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 6.7.


 


The provisions of Sections 3.8, 6.4 and 6.5
shall be applicable to each Authenticating Agent.


 


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


 


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


 


	
   

  	
  [NAME OF TRUSTEE]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  As Trustee

  	
   

  



 


	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  As Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 


If all of the Securities of any series may not
be originally issued at one time, and if the Trustee does not have an office
capable of authenticating Securities upon original issuance located in a Place
of Payment where the Company wishes to have Securities of such series authenticated
upon original issuance, the Trustee, if so requested in writing (which writing
need not comply


 


43

















 


with Section 1.2) by the Company, shall appoint in accordance with this
Section 6.14 an Authenticating Agent having an office in a Place of Payment
designated by the Company with respect to such series of Securities.


 


ARTICLE 7



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.1                                      Company to Furnish Trustee Names and Addresses of
Holders.


 


The Company will furnish or cause to be
furnished to the Trustee:


 


(a)          semi-annually, not later than April 15 and October
15 each year, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders of Registered Securities of such series as
of the April 1 and October 1 preceding such April 15 or October 15, and


 


(b)         at such other times as the Trustee may request
in writing, within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than 15 days
prior to the time such list is furnished,


 


provided, however, that, so long as the Trustee is
the Security Registrar, no such list shall be required to be furnished.


 


Section 7.2                                      Preservation of Information; Communications to
Holders.


 


(a)          The Trustee shall preserve, in as current a form
as is reasonably practicable, the names and addresses of Holders of Securities (i)
contained in the most recent list furnished to the Trustee for each series as
provided in Section 7.1, (ii) received by the Trustee for each series in the
capacity of Security Registrar if the Trustee is then acting in such capacity
and (iii) filed with it within the two preceding years pursuant to Section 7.3(c)(ii).
The Trustee may destroy any list furnished to it as provided in Section 7.1
upon receipt of a new list so furnished, and may destroy, not earlier than two
years after filing, any information filed with it pursuant to Section 7.3(c)(ii).


 


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


 


(i)                                            afford
such applicants access to the information preserved at the time by the Trustee
in accordance with Section 7.2(a), or


 


44

















 


(ii)                                         inform
such applicants as to the approximate number of Holders of Securities whose
names and addresses appear in the information preserved at the time by the
Trustee in accordance with Section 7.2(a), and as to the approximate cost of
mailing to such Holders the form of proxy or other communication, if any,
specified in such application.


 


If the Trustee shall elect not to afford such
applicants access to such information, the Trustee shall, upon the written
request of such applicants, mail to each Holder of Securities whose name and
address appears in the information preserved at the time by the Trustee in
accordance with Section 7.2(a), a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender the Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interests of the Holders of Securities or
would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders of Securities with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.


 


(c)          Every Holder of Securities or coupons, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any Paying Agent nor any Security
Registrar shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of Securities in
accordance with Section 7.2(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 7.2(b).


 


Section 7.3                                      Reports by Trustee.


 


(a)          Within 60 days after May 15 in each year, the
Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Security Register, a brief report dated as of such May 15, in
accordance with and to the extent required under Section 313 of the Trust
Indenture Act.


 


(b)         Reports pursuant to this Section shall be
transmitted by mail:


 


(i)                                            to
all Holders of Registered Securities, as the names and addresses of such
Holders appear in the Security Register;


 


(ii)                                         to
such Holders of Bearer Securities as have, within the two years preceding such
transmission, filed their names and addresses with the Trustee for that
purpose; and


 


45

















 


(iii)                                      except
in the case of reports pursuant to subsection (b) of this Section, to each
Holder of a Security whose name and address is preserved at the time by the
Trustee, as provided in Section 1.2(a).


 


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


 


Section 7.4                                      Reports by the Company.


 


The Company shall:


 


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


 


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


 


(c)          transmit within 30 days after the filing
thereof with the Trustee, in the manner and to the extent provided in Section 7.3(c),
with respect to reports pursuant to Section 7.3(a), such summaries of any
information, documents and reports required to be filed by the Company pursuant
to paragraphs (a) and (b) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.


 


ARTICLE 8



CONSOLIDATION, MERGER, SALE LEASE OR CONVEYANCE


 


Section 8.1                                      Consolidations and Mergers of Company and Sales,
Leases and Conveyances Permitted Subject to Certain Conditions.


 


The Company may consolidate with, or sell,
lease or convey all or substantially all of its assets to, or merge with or
into any other corporation, provided
that in any such case, (i) either the corporation shall be the continuing
corporation, or the successor corporation shall be a corporation organized and
existing under the laws of the United States of America or a State thereof and


 


46

















 


such successor corporation shall expressly assume the due and punctual
payment of the principal of (and premium, if any), any interest on, and any
Additional Amounts payable pursuant to Section 10.4 with respect to, all the
Securities, according to their tenor, 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 satisfactory to the Trustee,
executed and delivered to the Trustee by such successor corporation and (ii) the
Company or such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale, lease or
conveyance, be in default in the performance of any such covenant or condition.


 


Section 8.2                                      Rights and Duties of Successor Corporation.


 


In case of any such consolidation, merger,
sale, lease or conveyance and upon any such assumption by the successor
corporation, such successor corporation shall succeed to and be substituted for
the Company, with the same effect as if it had been named herein as the party
of the first part, and the predecessor corporation shall be relieved of any
further obligation under this Indenture and the Securities and coupons. Such
successor corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of the Company, any or all of the Securities and
coupons issuable hereunder which theretofore shall not have been signed by the
Company and delivered to the Trustee; and, upon the order of such successor
corporation, instead of the Company, and subject to all the terms, conditions
and limitations in this Indenture prescribed, the Trustee shall authenticate
and shall deliver any Securities or coupons which previously shall have been
signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities and coupons which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Securities and coupons so issued shall in all respects have
the same legal rank and benefit under this Indenture as the Securities and
coupons theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities and coupons had been issued at the
date of the execution hereof.


 


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


 


Section 8.3                                      Officers’ Certificate and Opinion of Counsel.


 


The Trustee, subject to the provisions of
Sections 6.1 and 6.3, may receive an Officers’ Certificate and an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale, lease
or conveyance, and any such assumption and any such supplemental indenture, if
any, complies with the provisions of this Article and that all conditions
precedent herein provided relating to such transactions have been complied
with.


 


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ARTICLE 9



SUPPLEMENTAL INDENTURES


 


Section 9.1                                      Supplemental Indentures without Consent of Holders.


 


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


 


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


 


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


 


(c)                                  to add to or change
any of the provisions of this Indenture to provide that Bearer Securities may be
registrable as to principal, to change or eliminate any restrictions on the
payment of principal (or premium, if any) on Registered Securities or of
principal (or premium, if any) or any interest on Bearer Securities, to permit
Registered Securities to be exchanged for Bearer Securities or to permit or
facilitate the issuance of Securities in uncertified form, provided any such action shall not
adversely affect the interests of the Holders of Securities of any series or
any related coupons in any material respect; or


 


(d)                                 to change or eliminate
any provision of this Indenture, provided
that any such change or elimination (i) shall become effective only when there
is no Security Outstanding of any series created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provision or (ii)
shall not apply to any Security Outstanding; or


 


(e)                                  to establish the form
or terms of Securities of any series as permitted by Sections 2.5 and 3.1; or


 


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


 


(g)                                 to cure any ambiguity,
to correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture which shall
not adversely affect the interest of the Holders of Securities of any series or
any related coupons in any material respect; or


 


48

















 


(h)                                 to add to, delete from
or revise the conditions, limitations and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of Securities,
as herein set forth; or


 


(i)                                     to add any
additional Defaults or Events of Default (and if such Defaults or Events of
Default are to be applicable to less than all series of Securities, stating
that such Defaults or Events of Default are expressly being included solely to
be applicable to such series); or


 


(j)                                     to add to or
change or eliminate any provision of this Indenture as shall be necessary or
desirable in accordance with any amendments to the Trust Indenture Act,
provided such action shall not adversely affect the interest of the Holders of
the Securities of any series or any appurtenant coupons in any material
respects; or


 


(k)                                  to secure the
Securities pursuant to Section 10.6.


 


Section 9.2                                      Supplemental Indentures with Consent of Holders.


 


With the consent of the Holders of not less
than 662/3% in principal amount of the Outstanding Securities of
each series affected by such supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series under
this Indenture; provided, however, that no such supplemental
Indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,


 


(a)                                  change the Stated
Maturity of the principal of, or any installment of interest on, any Security,
or reduce the principal amount thereof or the rate of interest thereon or any
Additional Amounts payable in respect thereof, or any premium payable upon the
redemption thereof, or change the obligation of the Company to pay Additional
Amounts pursuant to Section 10.4 (except as contemplated by Section 8.1(i) and
permitted by Section 9.1(i)), or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or
change any Place of Payment where, or the coin or currency in which, any
Security or any premium or the interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment an or after the
Stated Maturity thereof (or, in the case of redemption or repayment, on or
after the Redemption Date or Optional Repayment Date, as the case may be), or


 


(b)                                 reduce the percentage
in principal amount of the Outstanding Securities of any series, the consent of
whose Holders is required for any such supplemental indenture, or the consent
of whose Holders is required for any waiver (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture, or reduce the requirements of Section 14.4 for
quorum or voting, or


 


(c)                                  modify any of the
provisions of this Section, or Section 5.13, or Section 10.7, except to
increase any such percentage or to provide that certain other provisions of
this Indenture


 


49

















 


cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby, or


 


(d)                                 adversely affect the
right to repayment, if any, of Securities of any series at the option of the
Holders thereof.


 


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


 


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


 


Section 9.3                                      Execution of Supplemental Indentures.


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trust created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 6.1) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise.


 


Section 9.4                                      Effect of Supplemental Indentures.


 


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


 


Section 9.5                                      Conformity with Trust Indenture Act.


 


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


 


Section 9.6                                      Reference in Securities to Supplemental Indentures.


 


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


 


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Section 9.7                                      Subordination Unimpaired.


 


No supplemental indenture entered into under
this Article 9 shall modify, directly or indirectly, the provisions of Article 16
or the definition of Senior Indebtedness in Section 1.1 in any manner that
might alter or impair the subordination of the Securities with respect to
Senior Indebtedness then outstanding unless each holder of such Senior
Indebtedness has consented thereto in writing.


 


ARTICLE 10



COVENANTS


 


Section 10.1                                Payment of Principal, Premium, if any, and Interest.


 


The Company covenants and agrees for the
benefit of the Holders of each series of Securities that it will duly and
punctually pay the principal of (and premium, if any), interest on and any
Additional Amounts payable in respect of the Securities of that series in
accordance with the terms of such series of Securities, any coupons
appertaining thereto and this Indenture. Any interest due on and any Additional
Amounts payable in respect of Bearer Securities on or before Maturity, other
than Additional Amounts, if any, payable as provided in Section 10.4 in respect
of principal of (or premium, if any, on) such a Security, shall be payable only
upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature.


 


Section 10.2                                Maintenance of Office or Agency.


 


The Company will maintain in each Place of
Payment for any series of Securities an office or agency where Securities of
that series (but not Bearer Securities, except as otherwise provided below,
unless such Place of Payment is located outside the United Stases) may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. If Securities of a series are issuable as Bearer
Securities, the Company will maintain, subject to any laws or regulations
applicable thereto, an office or agency in a Place of Payment for such series which
is located outside the United States where Securities of such series and the
related coupons may be presented and surrendered for payment (including payment
of any Additional Amounts payable on Securities of such series pursuant to Section
10.4); provided, however, that if
the Securities of such series are listed on The International Stock Exchange of
the United Kingdom and the Republic of Ireland Limited or the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will maintain a Paying Agent in
London, Luxembourg or any other required city located outside the United
States, as the case may be, so long as the Securities of such series are listed
on such exchange. The Company will give prompt written notice to the Trustee of
the location, and any change in the location, of such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, except that Bearer Securities of that series and the
related coupons may be presented


 


51

















 


and surrendered for payment (including payment of any Additional
Amounts payable on Bearer Securities of that series pursuant to Section 10.4)
at the place specified for the purpose pursuant to Section 3.1, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


 


Except as otherwise provided in the form of
Bearer Security of any particular series pursuant to the provisions of this
Indenture, no payment of principal, premium or interest on Bearer Securities
shall be made at any office or agency of the Company in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however,
payment of principal of and any premium and interest in U.S. dollars (including
Additional Amounts payable in respect thereof) on any Bearer Security may be
made at the Corporate Trust Office of the Trustee in the Borough of Manhattan,
The City of New York if (but only if) payment of the full amount of such
principal, premium, interest or Additional Amounts at all offices outside the
United States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.


 


The Company may also from time to time
designate one or more other offices or agencies where the Securities of one or
more series and any related coupons may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency. Unless otherwise set
forth in a Board Resolution or indenture supplemental hereto with respect to a series
of Securities, the Company hereby designates as the Place of Payment for each series
of Securities the Borough of Manhattan, The City of New York, and initially
appoints the Trustee at its Corporate Trust Office as the Company’s office or
agency for each of such purposes in such city.


 


Section 10.3                                Money for Securities Payments to Be Held in Trust.


 


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


 


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


 


52

















 


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


 


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


 


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


 


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


 


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


 


Except as otherwise provided in the form of
Securities of any particular series pursuant to the provisions of this
Indenture, any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (and premium,
if any) or interest on any Security of any series or any appurtenant coupons or
any money on deposit with the Trustee or any Paying Agent representing amounts
deducted from the Redemption Price or Repayment Price with respect to unmatured
coupons not presented upon redemption or exercise of the Holder’s option for
repayment pursuant to Section 11.6 or 13.3 and remaining unclaimed for two
years after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security or any coupon appertaining thereto shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper in each Place of Payment or to be mailed to Holders of
Registered Securities, or both, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication or mailing, any unclaimed balance of such money
then remaining will be repaid to the Company.


 


Section 10.4                                Additional Amounts.


 


If the Securities of a series provide for the
payment of Additional Amounts, the Company will pay to the Holder of any
Security of any series or any coupon appertaining thereto Additional Amounts as
provided therein. Whenever in this Indenture there is mentioned, in any context,


 


53

















 


the payment of the principal of (or premium, if any) or interest on, or
in respect of, any Security of any series or any related coupon or the net
proceeds received on the sale or exchange of any Security of any series, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided for in the terms of such Security and this Section to the extent that,
in such context, Additional Amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section and express mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall
not be construed as excluding Additional Amounts in those provisions hereof
where such express mention is not made.


 


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


 


Section 10.5                                Statement as to Compliance; Notice of Certain
Defaults.


 


(a)          The Company will deliver to the Trustee,
within 120 days after the end of each fiscal year (which on the date hereof
ends on June 30), a written statement, which need not comply with Section 1.2,
signed by the principal executive officer, principal financial officer or
principal accounting officer of the Company, that


 


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


 


(ii)                                         to
the best of his knowledge, based on such review, (a) the Company has fulfilled
all of its obligations under this Indenture throughout such year, or, if there
has been a default in the fulfillment of any such obligation, specifying each
such default known to him and the nature and status thereof, and (b) no event
has occurred and is continuing which is, or after notice or lapse of time or
both would become, a Default or an Event of Default, or, if such an event has
occurred and is continuing, specifying each such event known to him and the
nature and status thereof.


 


54

















 


(b)         The Company will deliver to the Trustee,
within five days after the occurrence thereof, written notice of any event
which after notice or lapse of time or both would become an Event of Default
pursuant to clause (a) of Section 5.1.


 


Section 10.6                                Limitation on Liens.


 


The Company will not, and will not permit any
Restricted Subsidiary to, incur, issue, assume, guarantee or suffer to exist
any indebtedness for borrowed money if such indebtedness is secured by a pledge
of, lien on or security interest in any shares of Voting Stock of any
Restricted Subsidiary without effectively providing that the Securities shall
be secured equally and ratably with such indebtedness.


 


Section 10.7                                Waiver of Certain Covenants.


 


The Company may omit in any particular
instance to comply with any term, provision or condition set forth in Sections
10.4 to 10.6, inclusive, with respect to the Securities of any series if before
the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.


 


ARTICLE 11



REDEMPTION OF SECURITIES


 


Section 11.1                                Applicability of Article.


 


Securities of any series which are redeemable
at the option of the Company before their Stated Maturity shall be redeemable
in accordance with the terms of such Securities and (except as otherwise
specified as contemplated by Section 3.1 for Securities of any series) this
Article.


 


Section 11.2                                Election to Redeem; Notice to Trustee.


 


The election of the Company to redeem any
Securities shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company of the Securities of any series, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date, the principal amount of Securities of such series
to be redeemed and the relevant terms of the Securities to be redeemed.


 


Section 11.3                                Selection by Trustee of Securities to be Redeemed.


 


If less than all the Securities of any series
having the same terms are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption


 


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Date by the Trustee from the Outstanding Securities of such series having
such terms not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of such series or any integral multiple thereof which is also an
authorized denomination) of the principal amount of Registered Securities on
Dearer Securities (if issued in more than one authorized denomination) of such series
of a denomination larger than the minimum authorized denomination for Securities
of such series.


 


The Trustee shall promptly notify the Company
and the Security Registrar (if other than itself) in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.


 


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


 


Section 11.4                                Notice of Redemption.


 


Notice of redemption shall be given in the
manner provided in Section 1.6, not less than 30 nor more than 60 days prior to
the Redemption Date, unless a shorter period is specified in the Securities to
be redeemed (which shatter period shall be acceptable to the Trustee), to the
Holders of Securities to be redeemed. Failure to give notice by mailing in the
manner herein provided to the Holder of any Registered Securities designated
for redemption as a whole or in past, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.


 


Any notice that is mailed to the Holder of
any Registered Securities in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not such Holder receives the
notice.


 


All notices of redemption shall state:


 


(a)                                  the Redemption Date,


 


(b)                                 the Redemption Price
and accrued interest, if any,


 


(c)                                  if less than all
Outstanding Securities of any series are to be redeemed, the Identification
(and, in the case of par in redemption, the principal amount) of the particular
Securities to be redeemed,


 


(d)                                 in case any Registered
Security is to be redeemed in past only, the notice which relates to such
Security shall state that on and after the Redemption Date, upon surrender of
such Security, the Holder of such Security will receive, without charge, a new
Registered Security or Registered Securities of authorized denominations for
the principal amount thereof remaining unredeemed,


 


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


 


(f)                                    the Place or Places
of Payment where such Securities, together, in the case of Bearer Securities
with all coupons appertaining thereto, it any, maturing after the Redemption
Date, are to be surrendered for payment of the Redemption Price, and


 


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


 


A notice of redemption published as
contemplated by Section 1.6 need not identify particular Registered Securities
to be redeemed.


 


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


 


Section 11.5                                Deposit of Redemption Price.


 


On or prior to any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.3) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on and any Additional Amounts with respect thereto, all the
Securities or portions thereof which are to be redeemed on that date; provided, however,
that deposits with respect to Bearer Securities shall be made with a Paying
Agent or Paying Agents located outside the United States except as otherwise
provided in Section 10.2, unless otherwise specified as contemplated by Section
3.1.


 


Section 11.6                                Securities Payable on Redemption Date.


 


Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and
after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear
interest and the coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided below, shall be
void. Upon surrender of any such Security for redemption in accordance with
said notice, together with all coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest (and any Additional Amounts)
to the Redemption Date; provided,
however, that installments of
interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only upon presentation and surrender of
coupons for such interest (at an office or agency located outside the United
States except as otherwise provided in Section 10.2), and provided, further,
that installments of interest on Registered Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the Regular Record Dates according to their terms and the
provisions of Section 3.7.


 


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If any Bearer Security surrendered for
redemption shall not be accompanied by all appurtenant coupons maturing after
the Redemption Date, such Security may be paid after deducting from the
Redemption Price an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by
the Company and the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall surrender to the
Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided,
however, that interest (and any Additional Amounts) represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency located outside of the United States except as otherwise
provided in Section 10.2.


 


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


 


Section 11.7                                Securities Redeemed in Part.


 


Any Registered Security which is to be
redeemed only in part shall be surrendered at any office or agency of the
Company maintained for that purpose pursuant to Section 10.2 (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing) and the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, without service charge, a new Registered Security or
Securities of the same series, containing identical terms and provisions, of
any authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.


 


ARTICLE 12



SINKING FUNDS


 


Section 12.1                                Applicability of Article.


 


The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of a series,
except otherwise specified as contemplated by Section 3.1 for Securities of
such series or as otherwise permitted or required by any form of Security of
such series issued pursuant to this Indenture.


 


The minimum amount of may sinking fund
payment provided for by the terms of Securities of any series is herein
referred to as a “mandatory sinking fund payment” and any payment in excess of
such minimum amount provided for by the terms of Securities of such series is
herein referred to as an “optional sinking fund payment.”  If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 12.2. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.


 


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Section 12.2                                Satisfaction of Sinking Fund Payments with
Securities.


 


The Company may, in satisfaction of all or
any part of any sinking fund payment with respect to the Securities of a series
to be made pursuant to the terms of such Securities as provided for by the
teams of such series, (1) deliver Outstanding Securities of such series (other
than any of such Securities previously called for redemption), together in the
case of any Bearer Securities of such series with all unmatured coupons appertaining
thereto, and (2) apply as a credit Securities of such series which have been
redeemed either at the election of the Company pursuant to the terms of such series
of Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, provided that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly. If, as a result of the delivery or credit
of Securities of any series in lieu of cash payments pursuant to this Section 12.2,
the principal amount of Securities of such series to be redeemed in order to
exhaust the aforesaid cash payment shall be less than $100,000, the Trustee
need not call Securities of such series for redemption, except upon Company
Request, and such cash payment shall be held by the Trustee or a Paying Agent
and applied to the next succeeding sinking fund payment, provided, however,
that the Trustee or such Paying Agent shall at the request of the Company from
time to time pay over and deliver to the Company any cash payment so being held
by the Trustee or such Paying Agent upon delivery by the Company to the Trustee
of Securities of that series purchased by the Company having an unpaid
principal amount equal to the cash payment requested to be released to the
Company.


 


Section 12.3                                Redemption of Securities for Sinking Fund.


 


Not less than 60 days prior to each sinking
fund payment date for any series of Securities, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing
mandatory sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of
cash and the portion thereof, if any, which is to be satisfied by delivering
and crediting of Securities of that series pursuant to Section 12.2, and the
optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be
so credited and not theretofore delivered. If such Officers’ Certificate shall
specify an optional amount to be added in cash to the next ensuing mandatory
sinking fund payment, the Company shall thereupon be obligated to pay the
amount therein specified. Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.3 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.4. Such notice having bees
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.6 and 11.7.


 


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ARTICLE 13



REPAYMENT AT THE OPTION OF HOLDERS


 


Section 13.1                                Applicability of Article.


 


Securities of any series which are repayable
at the option of the Holders thereof before their Stated Maturity shall be
repaid in accordance with their terms and (except as otherwise specified pursuant
to Section 3.1 for Securities of such series) in accordance with this Article.


 


Section 13.2                                Repayment of Securities.


 


Each Security which is subject to repayment
in whole or in part at the option of the Holder thereof on an Optional
Repayment Date shall be repaid at the applicable Repayment Price together with
interest accrued to such Optional Repayment Date as specified pursuant to Section
3.1.


 


Section 13.3                                Exercise of Option; Notice.


 


Each Holder desiring to exercise his option
for repayment shall, as conditions to such repayment, surrender the Security to
be repaid in whole or in part together with written notice of the exercise of
such option at any office or agency of the Company in a Place of Payment, not
less than 30 nor more than 60 days prior to the Optional Repayment Date, provided, however,
that surrender of Bearer Securities together with written notice of exercise of
such option shall be made at an office or agency located outside the United
States except as otherwise provided in Section 10.2. Such notice, which shall
be irrevocable, shall specify the principal amount of such Security to be
repaid, which shall be equal to the minimum authorized denomination for such
Security or an integral multiple thereof, and shall identify the Security to be
repaid and, in the case of a partial repayment of the Security, shall specify
the denomination or denominations of the Security or Securities of the same series
to be issued to the Holder for the portion of the principal of the Security
surrendered which is not to be repaid.


 


If any Bearer Security surrendered for
repayment shall not be accompanied by all unmatured coupons and all matured
coupons in default, such Bearer Security may be paid after deducting from the
Repayment Price an amount equal to the face amount of all such missing coupons,
or the surrender of such missing coupon or coupons may be waived by the Company
anti the Trustee if there be furnished to them such security or indemnity as
they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall surrender to the Trustee or
any Paying Agent any such missing coupon in respect of which a deduction shall
have been made from the Repayment Price, such Holder shall be entitled to receive
the amount so deducted without interest thereon; provided, however,
that interest represented by coupons shall be payable only upon presentation
and surrender of such coupons at an office or agency located outside the United
States except as otherwise provided in Section 10.2.


 


The Company shall execute and the Trustee
shall authenticate and deliver without service charge to the Holder of any
Registered Security so surrendered a new Registered Security or Securities of
the same series, of like terms and tenor and of any authorized denomination as
specified


 


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in the foregoing notice, in an aggregate principal amount equal to any
portion of the principal of the Registered Security so surrendered which is not
to be repaid.


 


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


 


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


 


Section 13.4                                Election of Repayment by Remarketing Entities.


 


The Company may elect, in such manner which
is reasonably satisfactory to the Trustee, with respect to Securities of any series
which are repayable at the option of the Holders thereof before their Stated
Maturity, at any time prior to any Optional Repayment Date to designate one or
more Remarketing Entities to purchase, at a price equal to the Repayment Price,
Securities of such series from the Holders thereof who give notice and
surrender their Securities in accordance with Section 13.3.


 


Section 13.5                                Securities Payable on the Optional Repayment Date.


 


Notice of exercise of the option of repayment
having been given and the Securities so to be repaid having been surrendered as
aforesaid, such Securities shall, unless purchased in accordance with Section 13.4,
on the Optional Repayment Date become due and payable at the price the therein
specified and from and after Optional, Repayment Date such Securities shall
cease to bear interest and shall be paid on the Optional Repayment Date, and
the coupons for such interest appertaining to Bearer Securities so to be
repaid, except to the extent provided above, shall be void, unless the Company
shall default in the payment of such price, in which case the Company shall
continue to be obligated for the principal amount of such Securities and shall
be obligated to pay interest on such principal amount at the rate borne by such
Securities from time to time until payment in full of such principal amount.


 


Section 13.6                                Notice to Company of Option to be Repaid.


 


Notice of exercise of the option for
repayment having been given and the Securities so to be repaid having been
surrendered as aforesaid, the Trustee shall give notice to the Company in the


 


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manner provided in Section 1.5 not less than 25 days prior to the
Optional Repayment Date of such Optional Repayment Dale and of the principal
amount of Securities to be repaid.


 


Section 13.7                                Deposit of Repayment Price.


 


On or prior to any Optional Repayment Date,
the Company shall deposit with the Trustee or with a Paying Agent or, if the
Company is acting as its own Paying Agent, segregate and hold in trust (as
provided in Section 10.3), an amount of money sufficient to pay the Repayment
Price of and (except if the Optional Repayment Date shall be an Interest
Payment Date) accrued interest on and any Additional Amounts with respect
thereto, all the Securities or portions thereof which are to be repaid on that
date, provided, however, the deposits with respect to
Bearer Securities shall be made with a Paying Agent or Paying Agents located
outside the United States except as otherwise provided in Section 10.2, unless
otherwise specified as contemplated by Section 3.1.


 


ARTICLE 14



MEETINGS OF HOLDERS OF SECURITIES


 


Section 14.1                                Purposes for Which Meetings May Be Called.


 


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


 


Section 14.2                                Call, Notice and Place of Meetings.


 


(a)          The Trustee may at any time call a meeting of
Holders of Securities of any series for any purpose specified in Section 14.1,
to be held at such tune and at such place in the Borough of Manhattan, The City
of New York, or in London, as the Trustee shall determine. Notice of every
meeting of Holders of Securities of any series, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting, shall be given, in the manner provided in Section 1.6, not less
than 21 nor more than 180 days prior to the date fixed for the meeting.


 


(b)         In case at any time the Company, pursuant to a
Board Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified
in Section 14.1, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have made
the first publication of the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company or the Holders of Securities of
such series in the amount above specified, as the case may be, may determine
the time and the place in the Borough of Manhattan, The City of New York, or in
London for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.


 


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Section 14.3                                Persons Entitled To Vote at Meetings.


 


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


 


Section 14.4                                Quorum; Action.


 


The Persons entitled to vote a majority in
principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series provided, however,
that, if any action is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly provides may be given by the Holders of
not less than 662/3% in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote 662/3% in principal amount of the Outstanding Securities of
such series shall constitute a quorum. In the absence of a quorum within 30
minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved. In
any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such adjourned meeting, Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 14.2(a), except that such notice need be
given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of an adjourned
meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series which shall
constitute a quorum.


 


Except as limited by the proviso to Section 9.2,
any resolution presented to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted only by the affirmative
vote of the Holders of a majority in principal amount of the Outstanding
Securities of that series; provided,
however, that, except as limited
by the proviso to Section 9.2, any resolution with respect to any consent or
waiver which this Indenture expressly provides may be given by the Holders of
not less than 662/3% in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly convened and at
which a quorum is present as aforesaid only by the affirmative vote of the
Holders of 662/3%
in principal amount of the Outstanding Securities of that series; and provided, further,
that, except as limited by the proviso to Section 9.2, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of that
series.


 


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


 


Section 14.5                                Determination of Voting Rights; Conduct and
Adjournment of Meetings.


 


(a)          Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of such series in regard to
proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate. Except as otherwise permitted or required by any
such regulations, the holding of Securities shall be proved in the manner
specified in Section 1.4 and the appointment of any proxy shall be proved in
the manner specified in Section 1.4 or by having the signature of the person
executing the proxy witnessed or guaranteed by any trust company, bank or
banker authorized by Section 1.4 to certify to the holding of Bearer Securities.
Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 1.4 or other proof.


 


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


 


(c)          At any meeting each Holder of a Security of
such series or proxy shall be entitled to one vote for each $1,000 principal
amount of Securities of such series held or represented by him (calculation of
such amount shall take into account (1) the provisions of clause (iii) of the
definition of the term “Outstanding”, and (2) the amount, if any, established with
respect to such Security pursuant to Section 3.1(m)); provided, however,
that no vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be
not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.


 


(d)         Any meeting of Holders of Securities of any series
duly called pursuant to section 14.2 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series represented at the meeting;
and the meeting may be held as so adjourned without further notice.


 


Section 14.6                                Counting Votes and Recording Action of Meetings.


 


The vote upon any resolution submitted to any
meeting of Holders of Securities of any series shall be by written ballots on
which shall be subscribed the signatures of the Holders of Securities of such series
or of their representatives by proxy and the principal amounts and serial
numbers


 


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of the Outstanding Securities of such series held or represented by
them. The permanent chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their
verified written reports in triplicate of all votes cast at the meeting. A
record, at least in triplicate, of the proceedings of each meeting of Holders
of Securities of any series shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one
or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in Section
14.2 and, if applicable, Section 14.4. Each copy shall be signed and verified
by the affidavits of the permanent chairman and secretary of the meeting and
one such copy shall be delivered to the Company, and another to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting. Any record so signed and verified shall be conclusive
evidence at the matters therein stated.


 


ARTICLE 15



DEFEASANCE


 


Section 15.1                                Applicability of Article.


 


If pursuant to Section 3.1 provision is made
for the defeasance of Securities of a series and if the Securities of such series
are Registered Securities and denominated and payable only in Dollars (except
as provided pursuant to Section 3.1) then the provisions of this Article shall
be applicable except as otherwise specified pursuant to Section 3.1 for Securities
of such series. Defeasance provisions, if any, for Bearer Securities may be
specified pursuant to Section 3 1.


 


Section 15.2                                Defeasance Upon Deposit of Moneys or U.S. Government
Obligations.


 


At the Company’s option, written notice of
which shall be provided to the Trustee by the Company, either (a) the Company
shall be deemed to have been Discharged (as defined below) from its obligations
with respect to Securities of any series on the 91st day after the applicable
conditions set forth below have been satisfied or (b) the Company shall cease
to be under any obligation to comply with any term, provision or condition set
forth in Section 8.1 or 10.6 with respect to Securities of any series (and, if
so specified pursuant to Section 3.1, any other restrictive covenant added for
the benefit of such series pursuant to Section 3.1) at any time after the
applicable conditions set forth below have been satisfied:


 


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


 


65

















 


(2)                                  if the Securities of
such series are then listed on the New York Stock Exchange, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Company’s exercise of its option under this Section would not cause such
Securities to be delisted;


 


(3)                                  the Company shall
have delivered to the Trustee an Officers’ Certificate to the effect that no
Default or event (including such deposit) that, with notice or lapse of time,
or both, would become a Default with respect to the Securities of such series shall
have occurred and be continuing on the date of such deposit;


 


(4)                                  the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that Holders
of the Securities of such series will not recognize income, gain or loss for
Federal income tax purposes as a result of the Company’s exercise of its option
under this Section and will be subject to Federal income tax on the same
amounts and in the same manner and at the same times as would have been the
case if such option bad not been exercised; and


 


(5)                                  the Company shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided relating to
defeasance of Securities under this Indenture have been complied with.


 


“Discharged” means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by, and
obligations wider, the Securities of such series and to have satisfied all the
obligations under this Indenture relating to the Securities of such series (and
the Trustee, upon the request of and at the expense of the Company, shall
execute proper instruments acknowledging the same), except (A) the rights of
Holders of Securities of such series to receive, from the trust fund described
in clause (1) above, payment of the principal of (and premium, if any) and
interest on such Securities when such payments are due, (B) the Company’s
obligations with respect to the Securities of such series under Sections 3.4,
3.5, 3.6, 10.2, 15.3 and 15.4 and (C) the obligations of the Company to the
Trustee under Section 6.7 and, the obligations of the Trustee under Section 4.2
and the last paragraph of Section 10.3.


 


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


 


Section 15.3                                Deposited Moneys and U.S. Government Obligations to
be Held in Trust.


 


Subject to the provisions of the last
paragraph of Section 10.3, all moneys and U.S. Government Obligations deposited
with the Trustee pursuant to Section 15.2 in respect of Securities of a


 


66

















 


series shall be held in trust and applied by it, in accordance with the
provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities,
of all sums due and to become due thereon for principal (and premium, if any)
and interest if any, but such money need not be segregated from other funds
except to the extent required by law.


 


Section 15.4                                Repayment to Company.


 


The Trustee and any Paying Agent shall
promptly pay or return to the Company upon Company Request any moneys or U.S.
Government Obligation held by them at any time that are not required for the
payment of the principal of (and premium, if any) and interest on the
Securities of any series for which money or U.S. Government Obligations have
been deposited pursuant to Section 15.2.


 


The provisions of the last paragraph of Section
10.3, shall apply to any money held by the Trustee or any Paying Agent under
this Article that remains unclaimed for two years after the Maturity of any
Securities for which money or US. Government Obligations have been deposited
pursuant to Section 15.2.


 


Section 15.5                                Subordination Provisions Inapplicable.


 


Notwithstanding anything contained herein by
the contrary, any money or other property that shall have been deposited by the
Company with the Trustee pursuant to this Article 15 shall not be subject to
the provisions of Article 16 of this Indenture respecting subordination of the
Securities.


 


ARTICLE 16



SUBORDINATION


 


Section 16.1                                Agreement to Subordinate.


 


The Company, for itself, its successors and
assigns, covenants and agrees, and each Holder of a Security likewise covenants
and agrees by his or her acceptance thereof, that the obligation of the Company
to make any payment on account of the principal of (and premium, if any) and
interest on each and all of the Securities shall be subordinate and junior in
right of payment to the Company’s obligations to the holders of Senior
Indebtedness.


 


In the event of any insolvency, bankruptcy,
receivership, conservatorship, reorganization, readjustment of debt, marshaling
of assets and liabilities or similar proceedings or any liquidation,
dissolution or winding-up of or relating to the Company as a whole, whether
voluntary or involuntary, all obligations of the Company to holders of Senior
Indebtedness shall be entitled to be paid in full before any payment, whether
in cash, property or otherwise, shall be made on any account of the principal
of (or premium, if any) or interest on any of the Securities. In the event of
any such proceeding, after payment in full of all sums owing with respect to
Senior Indebtedness, the Holders, together with the holders of Indebtedness
Ranking on a Parity with the Securities,


 


67

















 


shall be entitled ratably to be paid from the remaining assets of the
Company the amounts at the time due and owing on account of unpaid principal of
(and premium, if any) and interest, if any, on the Securities before any
payment or other distribution, whether in cash, property or otherwise, shall be
made on account of any Indebtedness Ranking Junior to the Securities or any
capital stock. In addition, in the event of any such proceeding, if any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities (other than securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the
Securities, to the payment of all Senior Indebtedness at the time outstanding
and to any securities issued in respect thereof under any such plan of
reorganization or readjustment), including any such payment or distribution that
may be payable or deliverable by reason of the payment of any other
indebtedness of the Company being subordinated to the payment of the
Securities, shall be received by the Trustee or the Holders before all Senior
Indebtedness is paid in full, such payment or distribution shall be held (in
trust if received by such Holders) for the benefit of and shall be paid over to
the trustee in bankruptcy, receiver, liquidating trustee or custodian for
application to the payment of all Senior Indebtedness remaining unpaid until
all such Senior Indebtedness shall have been paid in full, after giving effect
to any concurrent payment or distribution to the holders of such Senior
Indebtedness.


 


The subordination provisions of the foregoing
paragraph shall not be applicable to amounts at the time due and owing on the
Securities of any series on account of the unpaid principal of (or premium, if
any) or interest, if any, on the Securities for the payment of which funds have
been deposited in trust with the Trustee or any Paying Agent or have been set
aside by the Company in trust in accordance with the provisions of this
Indenture; nor shall such provisions impair any rights, interests, remedies or
powers of any secured creditor of the Company in respect of any security the
creation of which is not prohibited by the provisions of this Indenture.


 


The Holders of Securities and the Trustee, in
respect of any claims of such Holders to payment of any principal, premium or
interest in respect of any Securities, by their acceptance thereof will be
deemed to have waived any right of set-off or counterclaim that such Holders or
(subject to Section 6.7) the Trustee, respectively, in such respect, might
otherwise have.


 


The securing of any Indebtedness Ranking on a
Parity with the Securities or Indebtedness Ranking Junior to the Securities
shall not be deemed to prevent such Indebtedness from constituting Indebtedness
Ranking on a Parity with the Securities or Indebtedness Ranking Junior to the
Securities, respectively.


 


The Company shall give prompt written notice
to the Trustee of any insolvency, bankruptcy, receivership, conservatorship,
reorganization, readjustment of debt, marshaling of assets and liabilities or
similar proceedings or any liquidation, dissolution or winding-up or relating
to the Company as a whole, whether voluntary or involuntary, or of any default
with respect to any Senior Indebtedness that would prevent the Trustee from
making any payment in respect of the Securities under this Section. The
Trustee, subject to the provisions of Section 6.1, shall be entitled to assume
that, and may act as if, no such event has occurred unless a Responsible
Officer of the Trustee assigned to the Corporate Trust Office has received at
the Corporate Trust Office of the Trustee from the Company or any one or more
holders of Senior Indebtedness or any trustee


 


68

















 


therefor (who shall have been certified or otherwise established to the
satisfaction of the Trustee to be such a holder or trustee) written notice
thereof. Upon any distribution of assets of the Company referred to in this Article
16, the Trustee and Holders shall be entitled to rely conclusively upon a
certificate of the liquidating trustee or agent, or any order or decree entered
by a court of competent jurisdiction, or other Person making any distribution
to the Trustee or to the Holders for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of the Senior
Indebtedness, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this
Article, and the Trustee, subject to the provisions of Article 6, and the
Holders of the Securities shall be entitled to rely upon a certificate of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders of the Securities for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of the Senior
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent to this Article
16. In the absence of any such liquidating trustee, agent or other Person, the
Trustee, subject to Section 6.1, shall be entitled to rely conclusively upon a
written notice by a Person representing himself or herself to be a holder of
Senior Indebtedness (or a trustee or representative on behalf of such holder)
as evidence that such Person is a holder of such Senior Indebtedness (or is
such a trustee or representative). In the event that the Trustee determines, in
its discretion, that further evidence is required with respect to the right of
any Person, as a holder of Senior Indebtedness, to participate in any payment
or distribution pursuant to this Section 16.1, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of such Senior Indebtedness held by such Person, as to the extent to
which such Person is entitled to participate in such payment or distribution,
and as to other facts pertinent to the rights of such Person under this Section
16.1, and if such evidence is not furnished, the Trustee may defer any payment
to such Person pending judicial determination as to the right of such Person to
receive such payment.


 


Section 16.2                                Obligation of the Company Unconditional and Payment
Permitted if no Default.


 


Subject to the provisions of this Article 16
and the terms of the Securities, nothing contained in this Article 16 or
elsewhere in this Indenture is intended to or shall impair, as between the
Company and the Holders, the obligation of the Company, which is absolute and
unconditional, to pay to such Holders the principal of (and premium, if any)
and interest on the Securities when, where and as the same shall become due and
payable, all in accordance with the terms of the Securities, or is intended to
or shall affect the relative rights of such Holders and creditors of the
Company other than the holders of Senior Indebtedness, nor shall anything
herein or therein prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article 16 of
the holders of Senior Indebtedness in respect of cash, property or securities
of the Company received upon the exercise of any such remedy.


 


Section 16.3                                Limitations on Duties to Holders of Senior
Indebtedness.


 


In the event and during the continuation of
any default in the payment of principal of, or premium, if any, or interest on,
any Senior Indebtedness beyond any applicable period of grace, or in the event
that any event of default with respect to any Senior Indebtedness shall have
occurred


 


69

















 


and be continuing, or would occur as a result of the payment referred
to hereinafter, permitting the holders of such Senior Indebtedness (or a
trustee on behalf of the holders thereof) to accelerate the maturity thereof,
then, unless and until such default or event of default shall have been cured
or waived or shall have ceased to exist, no payment of principal of, or premium
(if any) or interest, if any, on the Securities, or in respect of any
redemption, exchange, retirement, purchase or other acquisition of any of the
Securities, shall be made by the Company.


 


Section 16.4                                Notice to Trustee of Facts Prohibiting Payments.


 


Notwithstanding any of the provisions of this
Article 16 or any other provision of this Indenture, the Trustee shall not at
any time be charged with knowledge of the existence of any facts that would
prohibit the making of any payment of funds to or by the Trustee unless and
until a Responsible Officer of the Trustee assigned to its Corporate Trust
Division shall have received at the Corporate Trust Office written notice
thereof from the Company or from one or more holders of Senior Indebtedness or
from any trustee therefor who shall have been certified by the Company or
otherwise established to the reasonable satisfaction of the Trustee to be such
a holder or trustee; and, prior to the receipt of such written notice, the
Trustee, subject to the provisions of Section 6.1, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if prior
to the fifth Business Day preceding the date upon which by the terms hereof any
such funds may become payable, or if prior to the third Business Day preceding
the date of the execution of instruments pursuant to Section 4.1 acknowledging
satisfaction and discharge of this Indenture, the Trustee shall not have
received with respect to such funds the notice provided for in this Section 16.4,
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such moneys and/or 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 on or after such date;
provided, however, no such application shall affect the obligations under this Article
16 of the Persons receiving such moneys from the Trustee.


 


Section 16.5                                Application by Trustee of Moneys Deposited With It.


 


Anything in this Indenture to the contrary
notwithstanding, any deposit of a sum by the Company with the Trustee or any
agent (whether or not in trust) for any payment of the principal of (and
premium, if any) or interest on any Securities shall, except as provided in Section
16.4, be subject to the provisions of Section 16.1.


 


Section 16.6                                Subrogation.


 


Subject to the payment in full of all Senior
Indebtedness, the Holders of the Securities shall be subrogated to the rights
of the holders of such Senior Indebtedness to receive payments or distributions
of assets of the Company applicable to such Senior Indebtedness until the
Securities shall be paid in full, and none of the payments or distributions to
the holders of such Senior Indebtedness to which the Holders of the Securities
or the Trustee would be entitled except for the provisions of this Article 16
or of payments over, pursuant to the provisions of this Article 16, to the
holders of such Senior Indebtedness by the Holders of such Securities or the
Trustee shall, as among the Company, its creditors other than the holders of
such Senior Indebtedness, and the Holders of such Securities, be deemed to be a
payment by the Company to or on account of such Senior Indebtedness; it being
understood that the provisions of this Article are and are intended


 


70

















 


solely for the purpose of defining the relative rights of the Holders
of such Securities, on one hand, and the holders of the Senior Indebtedness, on
the other hand.


 


Section 16.7                                Subordination Rights Not Impaired by Acts or
Omissions of Bank or Holders of Senior Indebtedness.


 


No right of any present or future holders of
any Senior Indebtedness to enforce subordination as herein provided shall at
any time in any way be prejudiced or impaired by any act or failure to act on
the part of the Company or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by the Company with the terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof with which
any such holder may have or be otherwise charged. The holders of Senior
Indebtedness may, at any time or from time to time and in their absolute
discretion, change the manner, place or terms of payment, change or extend the
time of payment of, or renew or alter, any such Senior Indebtedness, or amend
or supplement any instrument pursuant to which any such Senior Indebtedness is
issued or by which it may be secured, or release any security therefor, or
exercise or refrain from exercising any other of their rights under the Senior
Indebtedness including, without limitation, the waiver of default thereunder,
all without notice to or assent from the Holders or the Trustee and without
affecting the obligations of the Company, the Trustee or the Holders under this
Article 16.


 


Section 16.8                                Authorization of Trustee to Effectuate Subordination
of Securities.


 


Each Holder of a Security, by his or her
acceptance thereof, authorizes and expressly directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to effectuate, as
between the Holders and the holders of Senior Indebtedness, the subordination
provided in this Article 16. If, in the event of any proceeding or other action
relating to the Company referred to in the second paragraph of Section 16.1, a
proper claim or proof of debt in the form required in such proceeding or action
is not filed by or on behalf of the Holders prior to fifteen days before the
expiration of the time to file such claim or claims, then the holder or holders
of Senior Indebtedness shall have the right to file and are hereby authorized
to file an appropriate claim for and on behalf of the Holders.


 


Section 16.9                                Right of Trustee to Hold Senior Indebtedness.


 


The Trustee shall be entitled to all of the
rights set forth in this Article 16 in respect of any Senior Indebtedness at
any time held by it in its individual capacity to the same extent as any other
holder of such Senior Indebtedness, and nothing in this Indenture shall be
construed to deprive the Trustee of any of its rights as such holder.


 


Section 16.10                          Article 16 Not to Prevent Defaults (Including Events
of Default).


 


The failure to make a payment pursuant to the
terms of the Securities by reason of any provision in this Article 16 shall not
be construed as preventing the occurrence of a Default (including an Event of
Default, if any).


 


71

















 


Section 16.11                          Article Applicable to Paying Agents.


 


The term “Trustee” as used in this Article 16
shall (unless the context shall otherwise require) be construed as extending to
and including each Paying Agent appointed by the Company and acting hereunder
within its meaning as fully for all intents and purposes as if the Paying Agent
were named in this Article 16 in addition to or in place of the Trustee;
provided, however, that Sections 16.4 and 16.9 shall not apply to the Company
or any Affiliate of the Company if the Company or such Affiliate acts as Paying
Agent.


 


Section 16.12                          Trustee Not Fiduciary for Holders of Senior Indebtedness.


 


The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness and shall not be liable to
any such holders if it shall in good faith mistakenly pay over or distribute to
Holders of Securities or to the Company or to any other Person cash, property
or securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article or otherwise.


 


ARTICLE 17



MISCELLANEOUS PROVISIONS


 


Section 17.1                                Securities in Foreign Currencies


 


Whenever this Indenture provides for (i) any
action by, or the determination of any of the rights of, Holders of Securities
of any series in which not all of such Securities are denominated in the same
currency, or (ii) any distribution to Holders of Securities, in the absence of
any provision to the contrary in the form of Security of any particular series,
any amount in respect of any Security denominated in a currency other than
United States dollars shall be treated for any such action or distribution as
that amount of United States dollars that could be obtained for such amount on
such reasonable basis of exchange and as of the record date with respect to
Registered Securities of such series (if any) for such action, determination of
rights or distribution (or, if there shall be no applicable record date, such
other date reasonably proximate to the date of such action, determination of
rights or distribution) as the Company may specify in a written notice to the
Trustee.


 


*   *   *   *   *


 


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


 


72

















 


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


 


 


	
   

  	
  THE BEAR STEARNS COMPANIES INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
						



 


73

















 


EXHIBIT A-1


 


[Form of Certificate of
Beneficial Ownership by a Non-United States Person

or by a Qualifying Foreign Branch of a United States Financial Institution]


 


Certificate


 


THE BEAR STEARNS COMPANIES INC.


 


[Insert title or sufficient
description of

Securities to be delivered]


 


Reference is hereby made to the Indenture
dated as of [•],
2006 (the “Indenture”) between The Bear Stearns Companies Inc. and JPMorgan
Chase Bank, N.A., as trustee (the “Trustee”), covering the above-captioned
Securities. This is to certify that as of the date hereof, [except as provided
in the following paragraph hereof]*, none of                    principal
amount of Securities credited to you for our account is being acquired by or on
behalf of United States Persons, as defined below, or persons who have
purchased such Securities for offer to resell or for resale to United States
Persons, other than a Qualifying Foreign Branch of a United States Financial
Institution, as defined below that is not purchasing for offer to resell or for
resale inside the United States. If we are a Qualifying Foreign Branch of a
United States Financial Institution holding securities for our own account, we
enclose herewith a certificate in the form of Exhibit A-2 to the Indenture. We
undertake to advise you by tested telex followed by written confirmation if the
above statement as to beneficial ownership is not correct on the date of
delivery of the above-captioned Securities in bearer form as to all of such
Securities with respect to such of said Securities as then appear in your books
as being held for our account. We understand that this certificate is required
in connection with United States tax laws. We irrevocably authorize you to
produce this certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matter covered by this
certificate. “United States Person” shall mean a citizen or resident of the
United Stares of America (including the States and the District of Columbia),
its territories and possessions and other areas subject to its jurisdiction
(the “United States”), a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political
subdivision thereof or an estate or trust that is subject to United Slates
federal income taxation regardless of the source of its income. A “Qualifying
Foreign Branch of a United States Financial Institution” shall mean a branch
located outside the United States of a United States securities clearing
organization, bank or other financial institution that holds customers’
securities in the ordinary course of its


 






*  Delete if inappropriate


 


A-1

















 


trade or business that agrees to comply with the requirements of Section
165(j)(3)(A), (B) or (C) or the United States Internal Revenue Code of 1986 and
the regulations thereunder.


 


[This certificate excepts and does not relate
to                   principal
amount of Securities credited to you for our account and to which we are not
now able to make the certification set forth above. We understand that
definitive Securities cannot be delivered until we are able to so certify with
respect to such principal amount of Securities.]*


 


Dated:                                                       ,
20   


 


[To be dated on or after

                      ,
20   (the

date determined as provided

in the Indenture)]


 


 


	
   

  	
  [Name of
  Person Entitled to Receive Bearer

  Security]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Authorized Signatory)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
   

  
	
   

  	
  Title

  	
   

  
				



 


 






*  Delete if inappropriate


 


A-2

















 


EXHIBIT A-2


 


[Forum of
Certificate of Status as a

Qualifying Foreign Branch of a United States Financial Institution]


 


Certificate


 


THE BEAR
STEARNS COMPANIES INC.


 


[Insert title
or sufficient description of Securities to be delivered]


 


Reference is hereby made to the
Indenture dated as of [•], 2006 (the “Indenture”), between The
Bear Stearns Companies Inc. and JPMorgan Chase Bank, N.A. as trustee, relating
to the offering of the above-captioned Securities (the “Securities”). Unless
herein defined, terms used herein have the same meaning as given to them in the
Indenture.


 


The Securities are intended to
be obligations “targeted to foreign markets” for purposes of the United States
Internal Revenue Code of 1986 and the regulations thereunder. Accordingly, the
undersigned represents that it is a branch located outside the United States of
a United States securities clearing organization, bank or other financial
institution that holds customers’ securities in the ordinary course of its
trade or business and agrees that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the
regulations thereunder and is not purchasing for offer to resell or for resale
inside the United States. We undertake to advise you by tested telex followed
by written confirmation if the statement in the immediately preceding sentence
is not correct on the date of delivery of the above-captioned Securities in
bearer form.


 


We understand that this
certificate is required in connection with the United States tax laws. We
irrevocably authorize you to produce this certificate or a copy hereof to any
interested party in any administrative or legal proceeding with respect to the
matters covered by this certificate.


 


Dated:                                                      ,
20   


 


[To be dated on or after

                  ,
20   (the

date determined as provided in the Indenture)]


 


 


	
   

  	
  [Name of Person Entitled to Receive Bearer
  Security]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title