EX-4.1





Exhibit
4.1


CARDINAL HEALTH, INC.




AND




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




Indenture




Dated as
of June 2, 2008




 






 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	
ARTICLE ONE
	DEFINITIONS
	 
	 	 	 	 	 	 
	Section 1.1.
	 	Certain Terms Defined	 	 	1	 
	 
	 	 	 	 	 	 
	 

	 	“Attributable Debt”
	 	 	2	 
	 

	 	“Authenticating Agent”
	 	 	2	 
	 

	 	“Board of Directors”
	 	 	2	 
	 

	 	“Business Day”
	 	 	2	 
	 

	 	“Commission”
	 	 	2	 
	 

	 	“Company Order”
	 	 	2	 
	 

	 	“Consolidated Subsidiary”
	 	 	2	 
	 

	 	“Corporate Trust Office”
	 	 	2	 
	 

	 	“Default”
	 	 	2	 
	 

	 	“Depositary”
	 	 	3	 
	 

	 	“Event of Default”
	 	 	3	 
	 

	 	“Exempted Debt”
	 	 	3	 
	 

	 	“Financing Subsidiary”
	 	 	3	 
	 

	 	“Funded Indebtedness”
	 	 	3	 
	 

	 	“Global Security”
	 	 	3	 
	 

	 	“Government Obligations”
	 	 	3	 
	 

	 	“Holder”, “Holder of Securities”, “Securityholder”
	 	 	3	 
	 

	 	“Indebtedness”
	 	 	4	 
	 

	 	“Indenture”
	 	 	4	 
	 

	 	“Indexed Security”
	 	 	4	 
	 

	 	“Interest”
	 	 	4	 
	 

	 	“Issuer”
	 	 	4	 
	 

	 	“Net Worth”
	 	 	4	 
	 

	 	“Officers’ Certificate”
	 	 	4	 
	 

	 	“Opinion of Counsel”
	 	 	4	 
	 

	 	“Original Issue Discount Security”
	 	 	4	 
	 

	 	“Outstanding”
	 	 	4	 
	 

	 	“Person”
	 	 	5	 
	 

	 	“Place of Payment”
	 	 	5	 
	 

	 	“Principal”
	 	 	5	 
	 

	 	“Rate Hedging Obligations”
	 	 	5	 
	 

	 	“Responsible Officer”
	 	 	5	 
	 

	 	“Restricted Subsidiary”
	 	 	6	 
	 

	 	“Security” or “Securities”
	 	 	6	 
	 

	 	“Security Register” and “Security Registrar”
	 	 	6	 
	 

	 	“Senior Funded Indebtedness”
	 	 	6	 
	 

	 	“Subsidiary”
	 	 	6	 
	 

	 	“Trustee”
	 	 	6	 






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	 	 	 	 	Page
	 

	 	“Trust Indenture Act of 1939”
	 	 	6	 
	 

	 	“Vice President”
	 	 	6	 
	 

	 	“Yield to Maturity”
	 	 	6	 
	 
	 	 	 	 	 	 
	
ARTICLE TWO
	SECURITIES
	 
	 	 	 	 	 	 
	Section 2.1.

	 	Forms Generally
	 	 	7	 
	Section 2.2.

	 	Form of Trustee’s Certificate of Authentication
	 	 	7	 
	Section 2.3.

	 	Amount Unlimited; Issuable in Series
	 	 	7	 
	Section 2.4.

	 	Authentication and Delivery of Securities
	 	 	10	 
	Section 2.5.

	 	Execution of Securities
	 	 	11	 
	Section 2.6.

	 	Certificate of Authentication
	 	 	12	 
	Section 2.7.

	 	Denomination and Date of Securities; Payments of Interest
	 	 	12	 
	Section 2.8.

	 	Registration, Transfer and Exchange
	 	 	13	 
	Section 2.9.

	 	Mutilated, Defaced, Destroyed, Lost and Stolen Securities
	 	 	15	 
	Section 2.10.

	 	Cancellation of Securities; Destruction Thereof
	 	 	16	 
	Section 2.11.

	 	Temporary Securities
	 	 	16	 
	 
	 	 	 	 	 	 
	
ARTICLE THREE
	COVENANTS OF THE ISSUER AND THE TRUSTEE
	 
	 	 	 	 	 	 
	Section 3.1.

	 	Payment of Principal and Interest
	 	 	16	 
	Section 3.2.

	 	Offices for Payments, etc	 	 	16	 
	Section 3.3.

	 	Appointment to Fill a Vacancy in Office of Trustee
	 	 	17	 
	Section 3.4.

	 	Paying Agents
	 	 	17	 
	Section 3.5.

	 	Certificate of the Issuer
	 	 	18	 
	Section 3.6.

	 	Securityholders’ Lists
	 	 	18	 
	Section 3.7.

	 	Reports by the Issuer
	 	 	18	 
	Section 3.8.

	 	Reports by the Trustee
	 	 	18	 
	Section 3.9.

	 	Limitations on Liens
	 	 	18	 
	Section 3.10.

	 	Limitation on Sale and Lease-Back
	 	 	20	 
	Section 3.11.

	 	Limitations on Subsidiary Indebtedness
	 	 	21	 
	 
	 	 	 	 	 	 
	
ARTICLE FOUR
	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
	ON EVENT OF DEFAULT
	 
	 	 	 	 	 	 
	Section 4.1.

	 	Event of Default Defined; Acceleration of Maturity;
Waiver of Default
	 	 	23	 
	Section 4.2.

	 	Collection of Indebtedness by Trustee; Trustee May
Prove Debt
	 	 	25	 
	Section 4.3.

	 	Application of Proceeds
	 	 	27	 
	Section 4.4.

	 	Suits for Enforcement
	 	 	28	 
	Section 4.5.

	 	Restoration of Rights on Abandonment of Proceedings
	 	 	28	 
	Section 4.6.

	 	Limitations on Suits by Securityholders
	 	 	28	 
	Section 4.7.

	 	Unconditional Right of Securityholders to Institute
Certain Suits
	 	 	29	 






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	 	 	 	 	Page
	Section 4.8.

	 	Powers and Remedies Cumulative; Delay or Omission Not
Waiver of Default
	 	 	29	 
	Section 4.9.

	 	Control by Securityholders
	 	 	29	 
	Section 4.10.

	 	Waiver of Past Defaults
	 	 	30	 
	Section 4.11.

	 	Trustee to Give Notice of Default, But May Withhold
in Certain Circumstances
	 	 	30	 
	Section 4.12.

	 	Right of Court to Require Filing of Undertaking to Pay Costs
	 	 	 31	 
	Section 4.13.

	 	Waiver of Stay or Extension Laws
	 	 	31	 
	 
	 	 	 	 	 	 
	
ARTICLE FIVE
	CONCERNING THE TRUSTEE
	 
	 	 	 	 	 	 
	Section 5.1.

	 	Duties and Responsibilities of the Trustee; During
Default; Prior to Default
	 	 	31	 
	Section 5.2.

	 	Certain Rights of the Trustee
	 	 	32	 
	Section 5.3.

	 	Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof	 	 	34	 
	Section 5.4.

	 	Trustee and Agents May Hold
Securities; Collections, etc
	 	 	34	 
	Section 5.5.

	 	Moneys Held by Trustee
	 	 	34	 
	Section 5.6.

	 	Compensation and Indemnification of Trustee and Its
Prior Claim
	 	 	34	 
	Section 5.7.

	 	Right of Trustee to Rely on
Officers’ Certificate, etc
	 	 	34	 
	Section 5.8.

	 	Persons Eligible for Appointment as Trustee
	 	 	35	 
	Section 5.9.

	 	Resignation and Removal; Appointment of Successor Trustee
	 	 	35	 
	Section 5.10.

	 	Acceptance of Appointment by Successor Trustee
	 	 	36	 
	Section 5.11.

	 	Merger, Conversion, Consolidation or Succession to
Business of Trustee
	 	 	37	 
	Section 5.12.

	 	Appointment of Authenticating Agent
	 	 	37	 
	 
	 	 	 	 	 	 
	
ARTICLE SIX
	CONCERNING THE SECURITYHOLDERS
	 
	 	 	 	 	 	 
	Section 6.1.

	 	Evidence of Action Taken by Securityholders
	 	 	39	 
	Section 6.2.

	 	Proof of Execution of Instruments and of Holding of
Securities; Record Date
	 	 	39	 
	Section 6.3.

	 	Holders to be Treated as Owners
	 	 	39	 
	Section 6.4.

	 	Securities Owned by Issuer Deemed Not Outstanding
	 	 	40	 
	Section 6.5.

	 	Right of Revocation of Action Taken
	 	 	40	 
	 
	 	 	 	 	 	 
	
ARTICLE SEVEN
	SUPPLEMENTAL INDENTURES
	 
	 	 	 	 	 	 
	Section 7.1.

	 	Supplemental Indentures Without Consent of Securityholders
	 	 	41	 
	Section 7.2.

	 	Supplemental Indentures With Consent of Securityholders
	 	 	42	 
	Section 7.3.

	 	Effect of Supplemental Indenture
	 	 	43	 
	Section 7.4.

	 	Execution of Supplemental Indenture
	 	 	43	 
	Section 7.5.

	 	Notation on Securities in Respect of Supplemental Indentures
	 	 	44	 
	Section 7.6.

	 	Conformity with the Trust Indenture Act of 1939
	 	 	44	 






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	 	 	 	 	Page
	
ARTICLE EIGHT
	CONSOLIDATION, MERGER, SALE OR CONVEYANCE
	 
	 	 	 	 	 	 
	Section 8.1.

	 	Issuer May Consolidate, etc., on Certain Terms
	 	 	44	 
	Section 8.2.

	 	Successor Corporation Substituted
	 	 	44	 
	Section 8.3.

	 	Opinion of Counsel to Trustee
	 	 	45	 
	 
	 	 	 	 	 	 
	
ARTICLE NINE
	SATISFACTION AND DISCHARGE OF INDENTURE;
	UNCLAIMED MONEYS.
	 
	 	 	 	 	 	 
	Section 9.1.

	 	Satisfaction and Discharge of Indenture
	 	 	45	 
	Section 9.2.

	 	Application by Trustee of Funds Deposited for Payment
of Securities
	 	 	46	 
	Section 9.3.

	 	Repayment of Moneys Held by Paying Agent
	 	 	46	 
	Section 9.4.

	 	Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years
	 	 	46	 
	 
	 	 	 	 	 	 
	
ARTICLE TEN
	MISCELLANEOUS PROVISIONS
	 
	 	 	 	 	 	 
	Section 10.1.

	 	Incorporators, Stockholders, Officers and Directors
of Issuer Exempt from
Individual Liability
	 	 	47	 
	Section 10.2.

	 	Provisions of Indenture for the Sole Benefit of
Parties and Securityholders
	 	 	47	 
	Section 10.3.

	 	Successors and Assigns of Issuer Bound by Indenture
	 	 	47	 
	Section 10.4.

	 	Notices and Demands on Issuer, Trustee and Securityholders
	 	 	47	 
	Section 10.5.

	 	Officers’ Certificates and Opinions of Counsel;
Statements to Be Contained Therein
	 	 	48	 
	Section 10.6.

	 	Payments Due on Saturdays, Sundays and Holidays
	 	 	49	 
	Section 10.7.

	 	Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939
	 	 	49	 
	Section 10.8.

	 	Governing Law
	 	 	49	 
	Section 10.9.

	 	Counterparts
	 	 	49	 
	Section 10.10.

	 	Effect of Headings
	 	 	49	 
	 
	 	 	 	 	 	 
	
ARTICLE ELEVEN
	REDEMPTION OF SECURITIES AND SINKING FUNDS
	 
	 	 	 	 	 	 
	Section 11.1.

	 	Applicability of Article
	 	 	49	 
	Section 11.2.

	 	Notice of Redemption; Partial Redemptions
	 	 	49	 
	Section 11.3.

	 	Payment of Securities Called for Redemption
	 	 	50	 
	Section 11.4.

	 	Exclusion of Certain Securities from Eligibility for
Selection for Redemption
	 	 	51	 
	Section 11.5.

	 	Mandatory and Optional Sinking Funds
	 	 	51	 
	 
	 	 	 	 	 	 
	
ARTICLE TWELVE
	 
	 	 	 	 	 	 
	Section 12.1.

	 	Issuer’s Option to Effect Defeasance or Covenant Defeasance
	 	 	53	 






iv









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 12.2.

	 	Defeasance and Discharge
	 	 	53	 
	Section 12.3.

	 	Covenant Defeasance
	 	 	54	 
	Section 12.4.

	 	Conditions to Defeasance or Covenant Defeasance
	 	 	54	 
	Section 12.5.

	 	Deposited Money and Government Obligations to Be Held in
Trust; Other Miscellaneous Provisions
	 	 	56	 
	Section 12.6.

	 	Reinstatement
	 	 	56	 







v









 





INDENTURE




     THIS
INDENTURE, dated as of June 2, 2008 between CARDINAL HEALTH, INC., an Ohio corporation (the
“Issuer”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association
duly incorporated and existing under the laws of the United States of America (the
“Trustee”).



WITNESSETH:




     WHEREAS, the Issuer has duly authorized the issue from time to time of its unsecured
debentures, notes or other evidences of indebtedness to be issued in one or more series (the
“Securities”) up to such principal amount or amounts as may from time to time be authorized
in accordance with the terms of this Indenture and to provide, among other things, for the
authentication, delivery and administration thereof, the Issuer has duly authorized the execution
and delivery of this Indenture; and



     WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according
to its terms have been done;



     NOW, THEREFORE, in consideration of the premises and the purchases of the Securities by the
holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and
proportionate benefit of the respective holders from time to time of the Securities as follows:



ARTICLE ONE




DEFINITIONS




     Section 1.1. Certain Terms Defined. The following terms (except as otherwise
expressly provided or unless the context otherwise clearly requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective meanings specified in
this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act
of 1939, or the definitions of which in the Securities Act of 1933, as amended, are referred to in
the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities Act
of 1933, as amended (except as herein otherwise expressly provided or unless the context otherwise
clearly requires), shall have the meanings assigned to such terms in said Trust Indenture Act of
1939 and in said Securities Act as in force at the date of this Indenture. All accounting terms
used herein and not expressly defined shall have the meanings assigned to such terms in accordance
with generally accepted accounting principles, and the term “generally accepted accounting
principles” means such accounting principles as are generally accepted at the time of any
computation. 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. The
terms defined in this Article have the meanings assigned to them in this Article and include the
plural as well as the singular.



1









 





     “Attributable Debt” when used in connection with a sale and lease-back transaction shall
mean, as of any particular time, the lesser of (a) the fair value of the assets subject to such
arrangement or (b) the aggregate of present values (discounted at a rate per annum equal to the
weighted average Yield to Maturity of the Securities of all series then outstanding and compounded
semi-annually) of the obligations of the Issuer or any Consolidated Subsidiary for net rental
payments during the remaining term of all leases (including any period for which such lease has
been extended or may, at the option of the lessor, be extended). The term “net rental payments”
under any lease of any period shall mean the sum of the rental and other payments required to be
paid in such period by the lessee thereunder, not including, however, any amounts required to be
paid by such lessee (whether or not designated as rental or additional rental) on account of
maintenance and repairs, reconstruction, insurance, taxes, assessments, water rates or similar
charges required to be paid by such lessee thereunder or any amounts required to be paid by such
lessee thereunder contingent upon the amount of sales, maintenance and repairs, reconstruction,
insurance, taxes, assessments, water rates or similar charges.



     “Authenticating Agent” means any Person appointed by the Trustee to act on behalf of the
Trustee pursuant to Section 5.12 to authenticate Securities.



     “Board of Directors” means either the Board of Directors of the Issuer or any committee of
such Board duly authorized to act hereunder.



     “Business Day” means, with respect to any Security, a day that in the city (or in any of
the cities, if more than one) in which amounts are payable, as specified in the form of such
Security, is not a day on which banking institutions are authorized by law or regulation 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 and delivery of this Indenture such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act of 1939, as amended, then the body
performing such duties on such date.



     “Company Order” means a written request or order signed in the name of the Issuer by any
officer of the Issuer authorized to execute an Officers’ Certificate and delivered to the Trustee.



     “Consolidated Subsidiary” means any Subsidiary substantially all the property of which is
located, and substantially all the operations of which are conducted, in the United States of
America whose financial statements are consolidated with those of the Issuer in accordance with
generally accepted accounting principles.



     “Corporate Trust Office” means the office of the Trustee at which the corporate trust
business of the Trustee shall, at any particular time, be principally administered, which office
is, at the date as of which this Indenture is dated, located at 2 N. LaSalle Street, Suite 1020,
Chicago, Illinois 60602.



     “Default” means any event that is, or with the passage of time or the giving of notice or
both would be, an Event of Default.



2









 





     “Depositary” means, with respect to the Securities of any series issuable or issued in the
form of one or more Global Securities, the Person designated as Depositary by the Issuer pursuant
to Section 2.3 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 Global Securities of that series.



     “Dollar” and “$” means lawful money of the United States of America.



     “Event of Default” means any event or condition specified as such in Section 4.1 which
shall have continued for the period of time, if any, therein designated.



     “Exempted Debt” means the sum of the following items outstanding as of the date Exempted
Debt is to be determined: (a) Indebtedness of the Issuer and its Consolidated Subsidiaries incurred
after the date of this Indenture and secured by liens not permitted to be created or assumed
pursuant to Section 3.9 of this Indenture, and (b) Attributable Debt of the Issuer and its
Consolidated Subsidiaries in respect of every sale and lease-back transaction entered into after
the date of this Indenture, other than those leases expressly permitted by Section 3.10.



     “Financing Subsidiary” means any Subsidiary, including their Subsidiaries, engaged in one
or more of the following activities;




     (1) the business of making loans or advances, extending credit or providing financial
accommodations (including leasing new or used products) to other Persons;




     (2) the business of purchasing notes, accounts receivable (whether or not payable in
installments), conditional sale contracts or other obligations of other Persons originating
in sales at wholesale or retail; or




     (3) any other business as may be reasonably incidental to those described in (1) and
(2) above, including the ownership and use of property in connection therewith.



     “Funded Indebtedness” means all Indebtedness having a maturity of more than 12 months from
the date as of which the amount thereof is to be determined or having a maturity of less than 12
months but by its terms being renewable or extendible beyond 12 months from such date at the option
of the borrower.



     “Global Security” means a Security evidencing all or a part of a series of Securities,
issued to the Depositary for such series in accordance with Section 2.4, and bearing the legend
prescribed in Section 2.4.



     “Government Obligations” shall have the meaning set forth in Section 12.4.



     “Holder”, “Holder of Securities”, “Securityholder” or other similar terms
mean the registered holder of any Security.



3









 





     “Indebtedness” means all items classified as indebtedness on the most recently available
balance sheet of the Issuer and its Consolidated Subsidiaries, in accordance with generally
accepted accounting principles.



     “Indenture” means this instrument as originally executed and delivered or, if amended or
supplemented as herein provided, as so amended or supplemented or both, and shall include the forms
and terms of particular series of Securities established as contemplated hereunder.



     “Indexed Security” means a Security the terms of which provide that the principal
amount thereof payable at the Stated Maturity may be more or less than the principal face amount
thereof at original issuance.



     “Interest” means when used with respect to non-interest bearing Securities, interest
payable after maturity.



     “Issuer” means (except as otherwise provided in Article Five) Cardinal Health, Inc., an
Ohio corporation, and, subject to Article Eight, its successors and assigns.



     “Net Worth” means, as of any date of determination, the total shareholder’s equity of the
Issuer and its Subsidiaries calculated on a consolidated basis in accordance with generally
accepted accounting principles.



     “Officers’ Certificate” means a certificate signed by the chairman of the Board of
Directors or the president or any vice president and by the treasurer or the secretary or any
assistant secretary of the Issuer and delivered to the Trustee. Each such certificate shall comply
with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in
Section 10.5.



     “Opinion of Counsel” means an opinion in writing signed by legal counsel who may be an
employee of or counsel to the Issuer and who shall be satisfactory to the Trustee. Each such
opinion shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements
provided for in Section 10.5, if and to the extent required hereby.



     “Original Issue Discount Security” means any Security that provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
maturity thereof pursuant to Section 4.1.



     “Outstanding”, when used with reference to Securities, shall, subject to the provisions of
Section 6.4, mean, as of any particular time, all Securities authenticated and delivered by the
Trustee under this Indenture, except




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




     (b) Securities, or portions thereof, for the payment or redemption of which moneys in
the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Issuer) or shall have been set aside, segregated
and held in trust by the Issuer for the holders of such Securities (if the Issuer shall act
as its



4









 







own paying agent), provided that if such Securities, or portions thereof, are
to be redeemed prior to the maturity thereof, notice of such redemption shall have been
given as herein provided, or provision satisfactory to the Trustee shall have been made for
giving such notice; and




     (c) Securities in substitution for which other Securities shall have been authenticated
and delivered, or which shall have been paid, pursuant to the terms of Section 2.9 (except
with respect to any such Security as to which proof satisfactory to the Trustee is presented
that such Security is held by a person in whose hands such Security is a legal, valid and
binding obligation of the Issuer).



     In determining whether the holders of the requisite principal amount of Outstanding Securities
of any or all series have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding for such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of acceleration of the maturity
thereof pursuant to Section 4.1.



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



     “Place of Payment” means, when used with respect to the Securities of or within any series,
the place or places where the principal of and interest, if any, on such Securities are payable as
specified as contemplated by Sections 2.3 and 3.2.



     “Principal” whenever used with reference to the Securities or any Security or any portion
thereof, shall be deemed to include “and premium, if any”.



     “Rate Hedging Obligations” means any and all obligations of any Person, whether absolute or
contingent and howsoever and whensoever created, arising, evidenced or acquired (including all
renewals, extensions and modifications thereof and substitutions therefor), under:




     (1) any and all agreements, devices or arrangements designed to protect at least one of
the parties thereto from the fluctuations of interest rates, exchange rates or forward rates
applicable to such party’s assets, liabilities or exchange transactions, including, but not
limited to, Dollar-denominated or cross-currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection agreements, forward
rate currency or interest rate options, puts, warrants and those commonly known as interest
rate “swap” agreements;




     (2) and any and all cancellations, buybacks, reversals, terminations or assignments of
any of the items in (1) above.



     “Responsible Officer” when used with respect to the Trustee means the chairman of the board
of directors, any vice chairman of the board of directors, the chairman of the trust
committee, the chairman of the executive committee, any vice chairman of the executive committee,
the president, any vice president, the cashier, the secretary, the treasurer, any trust



5









 







officer, any assistant trust officer, any assistant vice president, any assistant cashier, any assistant
secretary, any assistant treasurer, or any other officer or assistant officer of the Trustee
customarily performing functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred because of his
knowledge of and familiarity with the particular subject.



     “Restricted Subsidiary” means a “significant subsidiary” (as defined in Article 1, Rule
1-02 of Regulation S-X, promulgated under the Securities Act of 1933 as amended from time to time).



     “Security” or “Securities” has the meaning stated in the first recital of this
Indenture, or, as the case may be, Securities that have been authenticated and delivered under this
Indenture.



     “Security Register” and “Security Registrar” have the respective meanings specified
in Section 2.8.



     “Senior Funded Indebtedness” means any Funded Indebtedness of the Issuer that is not
subordinated in right of payment to any other Indebtedness of the Issuer.



     “Subsidiary” means any corporation, partnership, limited liability company, business trust,
trust or other legal entity of which at least a majority of the outstanding stock or other
ownership interest having the voting power to elect a majority of the Board of Directors, managers
or trustees of such corporation, partnership, limited liability company, business trust, trust or
other legal entity (irrespective of whether or not at the time stock or other ownership interest of
any other class or classes of such corporation, partnership, limited liability company, business
trust, trust or other legal entity shall have or might have voting power by reason of the happening
of any contingency) is at the time directly or indirectly owned or controlled by the Issuer, or by
one or more of the Subsidiaries, or by the Issuer and one or more Subsidiaries.



     “Trustee” means the Person identified as “Trustee” in the first paragraph hereof
and, subject to the provisions of Article Five, shall also include any successor trustee.



     “Trust Indenture Act of 1939” (except as otherwise provided in Sections 7.1 and 7.2) means
the Trust Indenture Act of 1939, as amended, as in force at the date as of which this Indenture was
originally executed.



     “Vice President” when used with respect to the Issuer or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before or after the title
of “vice president”.



     “Yield to Maturity” means the yield to maturity on a series of Securities, calculated at
the time of issuance of such series, or, if applicable, at the most recent redetermination of
interest on such series, and calculated in accordance with accepted financial practice.



6









 





ARTICLE TWO




SECURITIES




     Section 2.1. Forms Generally. The Securities of each series shall be substantially in
such form (not inconsistent with this Indenture) as shall be established by or pursuant to a
resolution of the Board of Directors or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or
legends, not inconsistent with the provisions of this Indenture, as may be required to comply with
any law or with any rules or regulations pursuant thereto, or with any rules of any securities
exchange or to conform to general usage, all as may be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.



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



     Section 2.2. Form of Trustee’s Certificate of Authentication. The Trustee’s
certificate of authentication on all Securities shall be in substantially the following form:



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





	 	 	 	 	 
	 	THE BANK OF NEW YORK 

TRUST
COMPANY, N.A.,

as Trustee
 	 
	 	 	 
	 	By 	 	 
	 	 	Authorized Officer 	 




     Section 2.3. 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 resolution of the Board of Directors 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,




     (1) the title of the Securities of the series (which shall distinguish the Securities
of the series from all other Securities) and whether such Securities are senior or
subordinated;




     (2) the total principal amount of the series of such Securities and whether there shall
be any limit upon the aggregate principal amount of the Securities of the series that may be
authenticated and delivered under this Indenture (except for Securities



7









 







authenticated and delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of the series pursuant to Section 2.8, 2.9, 2.11 or 11.3);




     (3) the date or dates, or the method or methods, if any, by which such date or dates
shall be determined, on which the principal of the Securities of the series is payable;




     (4) the rate or rates at which the Securities of the series shall bear interest, if
any, or the method by which such rate shall be determined, the date or dates from which such
interest shall accrue, the interest payment dates on which such interest shall be payable
and the record dates for the determination of Holders to whom interest is payable, or the
method by which such date or dates shall be determined, and the basis upon which interest
shall be calculated if other than on the basis of a 360-day year of twelve 30-day months;




     (5) if in addition to or other than the Borough of Manhattan, The City of New York, the
place or places where the principal of or interest on such Securities shall be payable,
where any of such Securities that are issued in registered form may be surrendered for
registration of, transfer or exchange, and where any such Securities may be surrendered for
conversion or exchange and notices of demands to or upon the Issuer in respect of such
Securities and this Indenture may be served;




     (6) the price or prices at which, the period or periods within which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or in part, at the
option of the Issuer, pursuant to any sinking fund or otherwise;




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




     (8) if other than denominations of $1,000 and any integral multiple thereof, the
denomination or denominations in which any Securities of a series in registered form shall
be issuable and, if other than denominations of $5,000, the denomination or denominations in
which any Securities of a series in bearer form shall be issuable ;




     (9) if other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Section 4.1 or provable in bankruptcy pursuant to Section 4.2
or the method by which such portion shall be determined;




     (10) if other than Dollars, the currency or currencies in which payment of the
principal of or interest, if any, on the Securities of the series shall be made or in which
the Securities of the series shall be denominated and the particular provisions applicable
thereto;




     (11) whether the amount of payments of principal of or interest, if any, on the
Securities of the series may be determined with reference to an index, formula or other



8









 







method (which index, formula or method may be based, without limitation, on one or more
currencies, commodities, equity indices or other indices), and the manner in which such
amounts shall be determined;




     (12) if Sections 12.2 and/or 12.3 are not applicable to the Securities of the series
and any provisions in modification of, in addition to or in lieu of any of the provisions of
Article Twelve that shall be applicable to the Securities of the series;




     (13) provisions, if any, granting special rights to the Holders of Securities of the
series upon the occurrence of such events as may be specified;




     (14) whether Securities of the series are to be issuable as Securities in registered
form, Securities in bearer form (with or without coupons) or both, any restrictions
applicable to the offer, sale or delivery of Securities in bearer form, whether such
Securities of any series are to be issuable initially in temporary global form and whether
any Securities of the series are to be issuable in permanent global form with or without
coupons and, if so, whether beneficial owners of interests in any such permanent Global
Security may exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any such exchanges may
occur, if other than in the manner provided in Section 2.8, whether Securities of the series
in registered form may be exchanged for Securities of the series in bearer form (if
permitted by applicable laws and regulations), and the circumstances under which and the
place or places where any such exchanges may be made;




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




     (16) if Securities of the 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/or terms of such certificates, documents or conditions;




     (17) if the Securities of the series are to be issued upon the exercise of warrants,
the time, manner and place for such Securities to be authenticated and delivered;




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




     (19) whether the Securities of the series are subject to subordination and, if so, the
terms of such subordination;




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



9









 






     (21) any trustees, authenticating or paying agents, transfer agents or registrars or
any other agents with respect to the Securities of such series;




     (22) whether the Securities of the series or any portion thereof will be issuable as
Global Securities; and




     (23) if the Securities of the series are issuable in whole or in part as one or more
Global Securities, the identity of the Depositary for such Global Security or Securities.



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to such resolution of the Board of Directors
or in any such indenture supplemental hereto. Not all Securities of any one series need be issued
at the same time, and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such series.



     Section 2.4. Authentication and Delivery of Securities. At any time and from time to
time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any
series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver such Securities to or upon the written order of the Issuer, signed by both
(a) the Chairman of its Board of Directors, or any vice chairman of its Board of Directors, or its
president or any vice president and (b) by its treasurer or any assistant treasurer, without any
further action by the Issuer. 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 5.1) shall be fully protected in relying upon:




     (1) a certified copy of any resolution or resolutions of the Board of Directors
authorizing the action taken pursuant to the resolution or resolutions delivered under
clause (2) below;




     (2) a copy of any resolution or resolutions of the Board of Directors relating to such
series, in each case certified by the Secretary or an Assistant Secretary of the Issuer;




     (3) an executed supplemental indenture, if any;




     (4) an Officers’ Certificate setting forth the form and terms of the Securities as
required pursuant to Sections 2.1 and 2.3, respectively and prepared in accordance with
Section 10.5;




     (5) an Opinion of Counsel, prepared in accordance with Section 10.5, to the effect
(subject to customary exceptions) that:




     (a) the form or forms of such Securities have been established in conformity
with the provisions of this Indenture;




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



10









 






     (c) such Securities, when completed by appropriate insertions and executed
and delivered by the Issuer to the Trustee for authentication in accordance with
this Indenture, authenticated and delivered by the Trustee in accordance with this
Indenture and issued by the Issuer in the manner and subject to any conditions
specified in such Opinion of Counsel, will be the legal, valid and binding
obligations of the Issuer, enforceable against the Issuer in accordance with their
terms, subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors’ rights
generally (including without limitation on all laws relating to fraudulent
transfers) and to general principles of equity; and




     (d) all laws and requirements in respect of the execution and delivery by the
Issuer of the Securities have been complied with.



     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 and an Officers’ Certificate at the time of issuance of
each Security, but such Opinion of Counsel and Officers’ Certificate, with appropriate
modifications, shall be delivered at or before the time of issuance of the first Security of such
series.



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



     If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series or a
portion thereof are to be issued in the form of one or more Global Securities, then the Issuer
shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i)
shall represent and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be
registered in the name of the Depositary for such Global Security or Securities or the nominee of
such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or
pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the
following effect: “Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary.”



     Section 2.5. Execution of Securities. The Securities shall be executed on behalf of
the Issuer by both (a) the chairman of its Board of Directors or any vice chairman of its Board of
Directors or its president or any vice president and (b) by its treasurer or any assistant
treasurer or its secretary or any assistant secretary. The signature of any of these officers on
the Securities may be the manual or facsimile signatures of the present or any future such officers
and may be imprinted or otherwise reproduced on the Securities. Typographical and other minor
errors or



11









 







defects in any such reproduction of any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by the Trustee.



     In case any officer of the Issuer who shall have executed any of the Securities shall cease to
be such officer before the Security so executed shall be authenticated and delivered by the Trustee
or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or
disposed of as though the person who executed such Security had not ceased to be such officer of
the Issuer; and any Security may be executed on behalf of the Issuer by such persons as, at the
actual date of the execution of such Security, shall be the proper officers of the Issuer, although
at the date of the execution and delivery of this Indenture any such person was not such an
officer.



     Section 2.6. Certificate of Authentication. Only such Securities as shall bear
thereon a certificate of authentication substantially in the form hereinbefore recited, executed by
the Trustee by the manual signature of one of its authorized officers, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the
Trustee upon any Security executed by the Issuer shall be conclusive evidence that the Security so
authenticated has been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.



     Section 2.7. Denomination and Date of Securities; Payments of Interest. The
Securities of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 2.3. With respect to Securities of any series denominated in Dollars, in
the absence of any such provisions with respect to the Securities of such series, the Securities of
such series in registered form shall be issued without coupons and shall be issuable in
denominations of $1,000 and any integral multiple thereof, and Securities of such series in bearer
form shall be issuable in the denomination of $5,000. The Securities shall be numbered, lettered,
or otherwise distinguished in such manner or in accordance with such plan as the officers of the
Issuer executing the same may determine with the approval of the Trustee as evidenced by the
execution and authentication thereof.



     Each Security shall be dated the date of its authentication, shall bear interest, if any, from
the date and shall be payable on the dates, in each case, which shall be specified as contemplated
by Section 2.3.



     The person in whose name any Security of any series is registered at the close of business on
any record date applicable to a particular series with respect to any interest payment date for
such series shall be entitled to receive the interest, if any, payable on such interest payment
date notwithstanding any transfer or exchange of such Security subsequent to the record date and
prior to such interest payment date, except if and to the extent the Issuer shall default in the
payment of the interest due on such interest payment date for such series, in which case such
defaulted interest shall be paid to the persons in whose names Outstanding Securities for such
series are registered at the close of business on a subsequent record date (which shall be not less
than five Business Days prior to the date of payment of such defaulted interest) established by
notice given by mail by or on behalf of the Issuer to the holders of Securities not less than 15
days preceding such subsequent record date. The term “record date” as used with respect to any
interest payment date (except a date for payment of defaulted interest) shall mean the date



12









 







specified as such in the terms of the Securities of any particular series, or, if no such date
is so specified, if such interest payment date is the first day of a calendar month, the fifteenth
day of the next preceding calendar month or, if such interest payment date is the fifteenth day of
a calendar month, the first day of such calendar month, whether or not such record date is a
Business Day.



     Section 2.8. Registration, Transfer and Exchange. The Issuer will keep or cause to be
kept at each office or agency to be maintained for the purpose as provided in Section 3.2 a
register or registers (a “Security Register”) in which, subject to such reasonable regulations as
it may prescribe, it will register, and will register the transfer of, Securities as in this
Article provided. Such register shall be in written form in the English language or in any other
form capable of being converted into such form within a reasonable time. The Trustee is hereby
initially appointed as the “Security Registrar” for the purpose of registering the Securities and
transfers thereof as herein provided. In the event that the Trustee shall cease to be Security
Registrar, it shall have the right to examine the Security Register at all reasonable times.



     Upon due presentation for registration of transfer of any Security of any series at any such
office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall
execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees
a new Security or Securities of the same series in authorized denominations for a like aggregate
principal amount.



     Any Security or Securities of any series may be exchanged for a Security or Securities of the
same series in other authorized denominations, in an equal aggregate principal amount. Securities
of any series to be exchanged shall be surrendered at any office or agency to be maintained by the
Issuer for the purpose as provided in Section 3.2, and the Issuer shall execute and the Trustee
shall authenticate and deliver in exchange therefor the Security or Securities of the same series
which the Securityholder making the exchange shall be entitled to receive, bearing numbers not
contemporaneously outstanding.



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



     The Issuer may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any exchange or registration of transfer of
Securities. No service charge shall be made for any such transaction.



     Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in
whole or in part for Securities in definitive registered form, a Global Security representing all
or a portion of the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary for such series or a nominee of such successor Depositary.



13









 





     If at any time the Depositary for any Global Securities of any series notifies the Issuer that
it is unwilling or unable to continue as Depositary for such Global Securities or if at any time
the Depositary for such Global Securities shall no longer be eligible under applicable law, the
Issuer shall appoint a successor Depositary eligible under applicable law with respect to such
Global Securities. If a successor Depositary eligible under applicable law for such Global
Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or
becomes aware of such ineligibility, the Issuer will execute, and the Trustee, upon receipt of the
Issuer’s order for the authentication and delivery of definitive Securities of such series and
tenor, will authenticate and deliver Securities of such series and tenor, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of such Global
Securities, in exchange for such Global Securities.



     The Issuer may at any time and in its sole discretion determine that any Global Securities of
any series shall no longer be maintained in global form. In such event the Issuer will execute,
and the Trustee, upon receipt of the Issuer’s order for the authentication and delivery of
definitive Securities of such series and tenor, will authenticate and deliver, Securities of such
series and tenor in any authorized denominations, in an aggregate principal amount equal to the
principal amount of such Global Securities, in exchange for such Global Securities.



     Any time the Securities of any series are not in the form of Global Securities pursuant to the
preceding two paragraphs, the Issuer agrees to supply the Trustee with a reasonable supply of
certificated Securities without the legend required by Section 2.4 and the Trustee agrees to hold
such Securities in safekeeping until authenticated and delivered pursuant to the terms of this
Indenture.



     If established by the Issuer pursuant to Section 2.3 with respect to any Global Security, the
Depositary for such Global Security may surrender such Global Security in exchange in whole or in
part for Securities of the same series and tenor in definitive form on such terms as are acceptable
to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall
authenticate and deliver, without service charge,




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




     (ii) to such Depositary a new Global Security in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global Security and the
aggregate principal amount of Securities authenticated and delivered pursuant to clause (i)
above.



     Securities issued in exchange for a Global Security pursuant to this Section 2.8 shall be
registered in such names and in such authorized denominations as the Depositary for such Global
Security, pursuant to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent shall
deliver such Securities to or as directed by the Persons in whose names such Securities are so
registered.



14









 





     The Issuer shall not be required to exchange or register a transfer of (a) any Securities of
any series for a period of 15 days next preceding the first mailing of notice of redemption of
Securities of such series to be redeemed, or (b) any Securities selected, called or being called
for redemption except, in the case of any Security where public notice has been given that such
Security is to be redeemed in part, the portion thereof not so to be redeemed.



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



     Section 2.9. Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any
temporary or definitive Security shall become mutilated, defaced or be destroyed, lost or stolen,
the Issuer in its discretion may execute, and upon the written request of any officer of the
Issuer, the Trustee shall authenticate and deliver, a new Security of the same series, bearing a
number not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced
Security, or in lieu of and substitution for the Security so destroyed, lost or stolen. In every
case the applicant for a substitute Security shall furnish to the Issuer and to the Trustee and any
agent of the Issuer or the Trustee such security or indemnity as may be required by them to
indemnify and defend and to save each of them harmless and, in every case of destruction, loss or
theft, evidence to their satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof.



     Upon the issuance of any substitute Security, the Issuer 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. In
case any Security which has matured or is about to mature or has been called for redemption in full
shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer may instead of
issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated or defaced Security), if the applicant for such payment shall
furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security
or indemnity as any of them may require to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee and any
agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft
of such Security and of the ownership thereof.



     Every substitute Security of any series issued pursuant to the provisions of this Section by
virtue of the fact that any such Security is destroyed, lost or stolen shall constitute an
additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series duly authenticated and
delivered hereunder. All Securities shall be held and owned upon the express condition that, to
the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement
or payment of mutilated, defaced or destroyed, lost or stolen Securities and shall preclude any and
all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.




15










 





     Section 2.10. Cancellation of Securities; Destruction Thereof. All Securities surrendered for payment, redemption, registration of transfer or exchange,
or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the
Issuer or any agent of the Issuer or the Trustee, shall be delivered to the Trustee for
cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no Securities shall
be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture.
The Trustee shall destroy cancelled Securities held by it and deliver a certificate of destruction
to the Issuer. If the Issuer shall acquire any of the Securities, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such Securities unless
and until the same are delivered to the Trustee for cancellation.



     Section 2.11. Temporary Securities. Pending the preparation of definitive Securities for any series, the Issuer may execute and
the Trustee shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the
Trustee). Temporary Securities of any series shall be issuable as registered Securities without
coupons, of any authorized denomination, and substantially in the form of the definitive Securities
of such series but with such omissions, insertions and variations as may be appropriate for
temporary Securities, all as may be determined by the Issuer with the concurrence of the Trustee.
Temporary Securities may contain such reference to any provisions of this Indenture as may be
appropriate. Every temporary Security shall be executed by the Issuer and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with like effect, as the
definitive Securities. Without unreasonable delay the Issuer shall execute and shall furnish
definitive Securities of such series and thereupon temporary Securities of such series may be
surrendered in exchange therefor without charge at each office or agency to be maintained by the
Issuer for that purpose pursuant to Section 3.2, and the Trustee shall authenticate and deliver in
exchange for such temporary Securities of such series a like aggregate principal amount of
definitive Securities of the same series of authorized denominations. Until so exchanged, the
temporary Securities of any series shall be entitled to the same benefits under this Indenture as
definitive Securities of such series.



ARTICLE THREE




COVENANTS OF THE ISSUER AND THE TRUSTEE




     Section 3.1. Payment of Principal and Interest. The Issuer covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay or cause to be paid the principal of, and interest on, each of the
Securities of such series at the place or places, at the respective times and in the manner
provided in such Securities. Unless otherwise specified in accordance with Section 2.3, each
installment of interest on the Securities of any series may be paid by mailing checks for such
interest payable to or upon the written order of the holders of Securities entitled thereto as they
shall appear on the registry books of the Issuer.



     Section 3.2. Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer will maintain in
each Place of Payment for any series of Securities an office or agency (a) where the Securities may
be presented for payment, (b) where the Securities may be presented for registration of transfer
and for exchange as in this Indenture provided and (c) where notices and demands to or upon the
Issuer in respect of the Securities or of this



16









 







Indenture may be served. The Issuer will give to
the Trustee written notice of the location of any such office or agency and of any change of
location thereof. Unless otherwise specified in accordance with Section 2.3, the Issuer hereby
initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by
it for each such purpose. In case the Issuer shall fail to so designate or maintain any such
office or agency or shall fail to give such notice of the location or of any change in the location
thereof, presentations and demands may be made and notices may be served at the Corporate Trust
Office.



     Section 3.3. Appointment to Fill a Vacancy in Office of Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will
appoint, in the manner provided in Section 5.9, a Trustee, so that there shall at all times be a
Trustee with respect to each series of Securities hereunder.



     Section 3.4. Paying Agents. Whenever the Issuer shall appoint a paying agent other than the Trustee with respect to the
Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the provisions of this
Section,




     (a) that it will hold all sums received by it as such agent for the payment of the
principal of or interest on the Securities of such series (whether such sums have been paid
to it by the Issuer or by any other obligor on the Securities of such series) in trust for
the benefit of the holders of the Securities of such series or of the Trustee;




     (b) that it will give the Trustee notice of any failure by the Issuer (or by any other
obligor on the Securities of such series) to make any payment of the principal of or
interest on the Securities of such series when the same shall be due and payable; and




     (c) pay any such sums so held in trust by it to the Trustee upon the Trustee’s written
request at any time during the continuance of the failure referred to in clause (b) above.



     The Issuer will, on or prior to each due date of the principal of or interest on the
Securities of such series, deposit with the paying agent a sum sufficient to pay such principal or
interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly
notify the Trustee of any failure to take such action.



     If the Issuer shall act as its own paying agent with respect to the Securities of any Series,
it will, on or before each due date of the principal of or interest on the Securities of such
series, set aside, segregate and hold in trust for the benefit of the holders of the Securities of
such series a sum sufficient to pay such principal or interest so becoming due. The Issuer will
promptly notify the Trustee of any failure to take such action.



     Anything in this Section to the contrary notwithstanding, the Issuer may at any time, for the
purpose of obtaining a satisfaction and discharge with respect to one or more or all series of
Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held
in trust for any such series by the Issuer or any paying agent hereunder, as required by this
Section, such sums to be held by the Trustee upon the trusts herein contained.



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     Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust
as provided in this Section is subject to the provisions of Section 9.3 and 9.4.



     Section 3.5. Certificate of the Issuer. The Issuer will furnish to the Trustee on or before March 31 in each year a brief
certificate (which need not comply with Section 10.5) from the principal executive, financial or
accounting officer of the Issuer as to his or her knowledge of the Issuer’s compliance with all
conditions and covenants under this Indenture (such compliance to be determined without regard to
any period of grace or requirement of notice provided under this Indenture).



     Section 3.6. Securityholders’ Lists. If and so long as the Trustee shall not be the Security Registrar for the Securities of any
series, the Issuer will furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the holders of the Securities of such
series pursuant to Section 312 of the Trust Indenture Act of 1939 (a) semi-annually not more than
15 days after each record date for the payment of interest on such Securities, as hereinabove
specified, as of such record date and on dates to be determined pursuant to Section 2.3 for
non-interest bearing securities in each year, and (b) at such other times as the Trustee may
request in writing, within thirty days after receipt by the Issuer of any such request as of a date
not more than 15 days prior to the time such information is furnished.



     Section 3.7. Reports by the Issuer. The Issuer covenants to file with the Trustee, within 15 days after the Issuer is required
to file the same with the Commission, copies of the annual reports and of the information,
documents, and other reports which the Issuer may be required to file with the Commission pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended. The Issuer also
shall comply with the provisions of Section 314(a) of the Trust Indenture Act of 1939 or any
successor provision thereto.



     Section 3.8. Reports by the Trustee. Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939 shall
be transmitted on or before July 15 in each year following the date hereof, so long as any
Securities are outstanding hereunder, and shall be dated as of a date convenient to the Trustee no
more than 60 nor less than 45 days prior thereto.



     Section 3.9. Limitations on Liens. The Issuer will not create or assume, and will not permit any Consolidated Subsidiary to
create or assume, any Indebtedness for money borrowed which is secured by a mortgage, pledge,
security interest or lien (“liens”) of or upon any assets, whether now owned or hereafter acquired,
of the Issuer or any such Consolidated Subsidiary without equally and ratably securing the
Securities by a lien ranking ratably with and equal to (or at the Issuer’s option prior to) such
secured Indebtedness. The foregoing restriction, however, will not apply to:




     (a) liens existing on the date of this Indenture;




     (b) liens on any assets of any corporation existing at the time such corporation
becomes a Consolidated Subsidiary;



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     (c) liens on any assets existing at the time of acquisition of such assets by the
Issuer or a Consolidated Subsidiary, or liens to secure the payment of all or any part of
the purchase price of such assets upon the acquisition of such assets by the Issuer or a
Consolidated Subsidiary or to secure any Indebtedness incurred or guaranteed by the Issuer
or a Consolidated Subsidiary prior to, at the time of, or within 360 days after such
acquisition (or in the case of real property, the completion of construction (including any
improvements on an existing asset) or commencement of full operation of such asset,
whichever is later) which Indebtedness is incurred or guaranteed for the purpose of
financing all or any part of the purchase price thereof or, in the case of real property,
construction or improvements thereon; provided, however, that in the case of
any such acquisition, construction or improvement, the lien shall not apply to any assets
theretofore owned by the Issuer or a Consolidated Subsidiary, other than, in the case of any
such construction or improvement, any real property on which the property so constructed, or
the improvement, is located;




     (d) liens on any assets to secure Indebtedness of a Consolidated Subsidiary to the
Issuer or to another wholly-owned domestic Subsidiary;




     (e) liens on any assets of a corporation existing at the time such corporation is
merged into or consolidated with the Issuer or a Subsidiary or at the time of a purchase,
lease or other acquisition of the assets of a corporation or firm as an entirety or
substantially as an entirety by the Issuer or a Subsidiary;




     (f) liens on any assets of the Issuer or a Consolidated Subsidiary in favor of the
United States of America or any State thereof, or any department, agency or instrumentality
or political subdivision of the United States of America or any State thereof, or in favor
of any other country, or any political subdivision thereof, to secure partial, progress,
advance or other payments pursuant to any contract or statute or to secure any Indebtedness
incurred or guaranteed for the purpose of financing all or any part of the purchase price
(or, in the case of real property, the cost of construction), of the assets subject to such
liens (including, but not limited to, liens incurred in connection with pollution control,
industrial revenue or similar financings);




     (g) any extension, renewal or replacement (or successive extensions, renewals or
replacements) in whole or in part of any lien referred to in the foregoing clauses (a) to
(f), inclusive; provided, however, that the principal amount of Indebtedness
secured thereby shall not exceed the principal amount of Indebtedness so secured at the time
of such extension, renewal or replacement and that such extension, renewal or replacement
shall be limited to all or a part of the assets which secured the lien so extended, renewed
or replaced (plus improvements and construction on such real property);




     (h) liens imposed by law, such as mechanics’, workmen’s, repairmen’s, materialmen’s,
carriers’, warehousemen’s, vendors’ or other similar liens arising in the ordinary course of
business, or governmental (federal, state or municipal) liens arising out of contracts for
the sale of products or services by the Issuer or any Consolidated Subsidiary, or deposits
or pledges to obtain the release of any of the foregoing liens;



19









 






     (i) pledges, liens or deposits under worker’s compensation laws or similar legislation
and liens or judgments thereunder which are not currently dischargeable, or in connection
with bids, tenders, contracts (other than for the payment of money) or leases to which the
Issuer or any Consolidated Subsidiary is a party, or to secure public or statutory
obligations of the Issuer or any Consolidated Subsidiary, or in connection with obtaining or
maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement
pertaining to unemployment insurance, old age pensions, social security or similar matters,
or to secure surety, appeal or customs bonds to which the Issuer or any Consolidated
Subsidiary is a party, or in litigation or other proceedings such as, but not limited to,
inter-pleader proceedings, and other similar pledges, liens or deposits made or incurred in
the ordinary course of business;




     (j) liens created by or resulting from any litigation or other proceeding which is
being contested in good faith by appropriate proceedings, including liens arising out of
judgments or awards against the Issuer or any Consolidated Subsidiary with respect to which
the Issuer or such Consolidated Subsidiary is in good faith prosecuting an appeal or
proceedings for review or for which the time to make an appeal has not yet expired; or final
unappealable judgment liens which are satisfied within 15 days of the date of judgment; or
liens incurred by the Issuer or any Consolidated Subsidiary for the purpose of obtaining a
stay or discharge in the course of any litigation or other proceeding to which the Issuer or
such Consolidated Subsidiary is a party;




     (k) liens for taxes or assessments or governmental charges or levies not yet due or
delinquent, or which can thereafter be paid without penalty, or which are being contested in
good faith by appropriate proceedings; landlord’s liens on property held under lease; and
any other charges incidental to the conduct of the business of the Issuer or any
Consolidated Subsidiary or the ownership of the assets of any of them which were not
incurred in connection with the borrowing of money or the obtaining of advances or credit
and which do not, in the opinion of the Issuer, materially impair the use of such assets in
the operation of the business of the Issuer or such Consolidated Subsidiary or the value of
such assets for the purposes of such business; or




     (l) liens on any assets of a Financing Subsidiary.



     Notwithstanding the restrictions set forth in the preceding paragraph, the Issuer or any
Consolidated Subsidiary will be permitted to create or assume any Indebtedness which is secured by
a lien without equally and ratably securing the Securities; provided that at the time of
such creation or assumption, and immediately after giving effect thereto, Exempted Debt does not
exceed 20% of Net Worth.



     Section 3.10. Limitation on Sale and Lease-Back. The Issuer will not, nor will it permit any Consolidated Subsidiary to, enter into any sale
and lease-back transaction with respect to any assets, other than any such transaction involving a
lease for a term of not more than three years, unless either (a) the Issuer or such Consolidated
Subsidiary would be entitled to incur Indebtedness secured by a lien on the assets to be leased, in
an amount at least equal to the Attributable Debt with respect to such sale and lease-back
transaction, without equally and ratably securing the Securities, pursuant to clauses (a) through
(k) inclusive of Section 3.9, or



20









 







(b) the proceeds of the sale of the assets to be leased are at
least equal to the fair value of such assets (as determined by the Board of Directors of the
Issuer) and the proceeds are applied to the purchase or acquisition (or, in the case of property,
the construction) of assets or to the retirement (other than at maturity or pursuant to a mandatory
sinking fund or redemption provision) of Senior Funded Indebtedness. This limitation, however,
will not apply if at the time the Issuer or any Consolidated Subsidiary enters into such sale and
lease-back transaction, and immediately after giving effect thereto, Exempted Debt does not exceed
20% of Net Worth.



     Section 3.11. Limitations on Subsidiary Indebtedness. The Issuer will not permit any Restricted Subsidiary, directly or indirectly, to create,
incur, assume, guarantee, acquire, or become liable, contingently or otherwise, with respect to, or
otherwise become responsible for payment of (collectively, “incur”), any Indebtedness for
money borrowed; provided, however, that the foregoing limitations will not apply to
the incurrence of any of the following, each of which shall be given independent effect:




     (a) Indebtedness outstanding on the date of this Indenture;




     (b) Indebtedness of a Restricted Subsidiary that represents the assumption by such
Restricted Subsidiary of Indebtedness of another Subsidiary, and Indebtedness owed by any
Restricted Subsidiary to the Issuer or to another Subsidiary; provided that any such
Indebtedness shall be at all times held by a Person which is either the Issuer or a
Subsidiary; and provided further that upon the transfer or other disposition
of any such Indebtedness to a Person other than the Issuer or another Subsidiary, the
incurrence of such Indebtedness shall be deemed to be an incurrence that is not permitted by
this clause (b);




     (c) Indebtedness arising from (i) the endorsement of negotiable instruments for deposit
or collection or similar transactions in the ordinary course of business; or (ii) the
honoring by a bank or other financial institution of a check, draft or similar instrument
inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided,
however, that such overdraft is extinguished within five Business days of
incurrence;




     (d) Indebtedness arising from guarantees of loans and advances by third parties to
employees and officers of a Restricted Subsidiary in the ordinary course of business for
bona fide business purposes, provided that the aggregate amount of such guarantees
by all Restricted Subsidiaries does not exceed $1,000,000;




     (e) Indebtedness incurred by a foreign Restricted Subsidiary in the ordinary course of
business;




     (f) Indebtedness of any corporation existing at the time such corporation becomes a
Restricted Subsidiary or is merged into or consolidated with a Restricted Subsidiary or at
the time of a purchase, lease or other acquisition by a Restricted Subsidiary of assets of
such corporation as an entirety or substantially as an entirety;



21









 






     (g) Indebtedness of a Restricted Subsidiary arising from agreements providing for
indemnification, adjustment of purchase price or similar obligations or from guarantees,
letters of credit, surety bonds or performance bonds securing any obligations of the Issuer
or any of its Subsidiaries incurred or assumed in connection with the disposition of any
business, property or Subsidiary, other than guarantees or similar credit support by any
Restricted Subsidiary of Indebtedness incurred by any Person acquiring all or any portion of
such business, property or Subsidiary for the purpose of financing such acquisition;




     (h) Indebtedness of a Restricted Subsidiary in respect of performance, surety and other
similar bonds, bankers’ acceptances and letters of credit provided by such Subsidiary in the
ordinary course of business;




     (i) Indebtedness secured by a lien permitted by Section 3.9 or arising in respect of a
sale and lease-back transaction permitted by Section 3.10 or any Indebtedness incurred to
finance all or any part of the purchase price or cost of construction of improvements in
respect of property or assets acquired by a Person after the date of this Indenture and
incurred prior to, at the time of, or within 360 days after, the acquisition of any such
property or assets or the completion of any such construction or improvements;




     (j) Indebtedness that is issued, assumed or guaranteed in connection with, or with a
view to, compliance by a Restricted Subsidiary with the requirements of any program adopted
by any federal, state or local governmental authority and applicable to such Restricted
Subsidiary and providing financial or tax benefits to such Restricted Subsidiary which are
not available directly to the Issuer;




     (k) Indebtedness arising from Rate Hedging Obligations incurred to limit risks of
currency or interest rate fluctuations to which a Subsidiary is otherwise subject by virtue
of the operations of its business, and not for speculative purposes;




     (l) Indebtedness incurred by any Financing Subsidiary; and




     (m) Indebtedness incurred in connection with or given in exchange for the renewal,
extension, substitution, refunding, defeasance, refinancing or replacement of any
Indebtedness described in clauses 9(a), (b), (f), (g)and (i) above (“Refinancing
Indebtedness”); provided that (i) the principal amount of such Refinancing
Indebtedness shall not exceed the principal amount of the Indebtedness so renewed, extended,
substituted, refunded, defeased, refinanced or replaced (plus the premiums paid in
connection therewith (which shall not exceed the stated amount of any premium or other
payment required to be paid in connection with such a refinancing pursuant to the terms of
the Indebtedness being renewed, extended, substituted, refunded, defeased, refinanced or
replaced) and the expenses incurred in connection therewith); (ii) the Refinancing
Indebtedness shall have a weighted average life to maturity equal to or greater than the
weighted average life to maturity of the Indebtedness being renewed, extended, substituted,
refunded, defeased, refinanced or replaced; and (iii) the Refinancing Indebtedness shall
rank no more senior, and shall be at least as subordinated,



22









 







in right of payment as the
Indebtedness being renewed, extended, substituted, refunded, defeased, refinanced or
replaced.




     Notwithstanding the foregoing restrictions, Restricted Subsidiaries will be permitted to incur
any Indebtedness for money borrowed that would otherwise be subject to the foregoing restrictions
in an aggregate principal amount which, together with the aggregate principal amount of other such
Indebtedness for money borrowed that is incurred by Restricted Subsidiaries (not including
Indebtedness permitted pursuant to the foregoing paragraphs (a) through (m)), does not, at the time
such Indebtedness is incurred, exceed 20% of Net Worth.



ARTICLE FOUR




REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT




     Section 4.1. Event of Default Defined; Acceleration of Maturity; Waiver of Default. An “Event of Default” with respect to Securities of any series wherever used
herein, means each one of the following events which shall have occurred and be continuing
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body):




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




     (b) default in the payment of all or any part of the principal, or premium, if any, on
any of the Securities of such series as and when the same shall become due and payable
either at maturity, upon redemption, by declaration or otherwise; or




     (c) default in the payment of any sinking fund installment as and when the same shall
become due and payable by the terms of the Securities of such series; or




     (d) failure on the part of the Issuer duly to observe or perform any other of the
covenants or agreements of the Issuer in respect of the Securities of such series (other
than a covenant or warranty in respect of the Securities of such series a default in whose
performance or whose breach is elsewhere in this Section specifically dealt with) for a
period of 90 days after the date on which written notice specifying such failure, stating
that such notice is a “Notice of Default” hereunder and demanding that the Issuer remedy the
same, has been given by registered or certified mail, return receipt requested, to the
Issuer by the Trustee, or to the Issuer and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Outstanding Securities of all series affected thereby; or




     (e) a court having jurisdiction in the premises shall enter a decree or order for
relief in respect of the Issuer in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer
or for any substantial part of its property or ordering the winding up or liquidation of its



23









 







affairs, and such decree or order shall remain unstayed and in effect for a period of
60 consecutive days; or




     (f) the Issuer shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consent to the entry of an
order for relief in an involuntary case under any such law, or consent to the appointment of
or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator
(or similar official) of the Issuer or for any substantial part of its property, or make any
general assignment for the benefit of creditors; or




     (g) any other Event of Default provided in the supplemental indenture or resolution of
the Board of Directors under which such series of Securities is issued or in the form of
Security for such series.



     If an Event of Default described in clauses (a), (b), (c), (d) or (g) above (if the Event of
Default under clause (d) or (g) is with respect to less than all series of Securities then
Outstanding) occurs and is continuing, then, and in each and every such case, unless the principal
of all of the Securities of such series shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of such
series then Outstanding hereunder (each such series voting as a separate class) by notice in
writing to the Issuer (and to the Trustee if given by Securityholders), may declare the entire
principal (or, if the Securities of such series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such series) of all Securities
of such series and the interest accrued thereon, if any, to be due and payable immediately, and
upon any such declaration the same shall become immediately due and payable. If an Event of
Default described in clause (d) or(g) (if the Event of Default under clause (d) or (g), as the case
may be, is with respect to all series of Securities then Outstanding) or (e) or (f) occurs and is
continuing, then and in each and every such case, unless the principal of all the Securities shall
have already become due and payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of all the Securities then Outstanding hereunder (treated as one class), by notice
in writing to the Issuer (and to the Trustee if given by Securityholders), may declare the entire
principal (or, if any Securities are Original Issue Discount Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities then outstanding and
interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration
the same shall become immediately due and payable.



     The foregoing provisions, however, are subject to the condition that if, at any time after the
principal (or, if the Securities are Original Issue Discount Securities or Indexed Securities, such
portion of the principal as may be specified in the terms thereof) of the Securities of any series
(or of all the Securities, as the case may be) shall have been so declared due and payable, and
before any judgment or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient to
pay all matured installments of interest upon all the Securities of such series (or of all the
Securities, as the case may be) and the principal of any and all Securities of such series (or of
all the Securities, as the case may be) which shall have become due otherwise than by acceleration
(with interest upon such principal and, to the extent that payment of such interest is enforceable
under applicable law, on overdue installments of interest, at the same rate as the rate



24









 







of interest
or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series (or at the respective rates of interest or Yields to Maturity of all the
Securities, as the case may be) to the date of such payment or deposit) and such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other expenses and liabilities incurred, and all advances made, by the Trustee except as a
result of negligence or bad faith, and if any and all Events of Default under this Indenture, other
than the non-payment of the principal of Securities which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein, then and in every such case
the holders of a majority in aggregate principal amount of all the Securities of such series, each
series voting as a separate class (or of all the Securities, as the case may be, voting as a single
class), then outstanding, by written notice to the Issuer and to the Trustee, may waive all
Defaults with respect to such series (or with respect to all the Securities, as the case may be)
and rescind and annul such declaration and its consequences, but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent Default or shall impair any right
consequent thereon.



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



     Section 4.2. Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any
installment of interest on any of the Securities of any series when such interest shall have become
due and payable, and such default shall have continued for a period of 30 days or (b) in case
default shall be made in the payment of all or any part of the principal of any of the Securities
of any series when the same shall have become due and payable, whether upon maturity of the
Securities of such series or upon any redemption or by declaration or otherwise—then upon demand
of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities
of such series the whole amount that then shall have become due and payable on all Securities of
such series for principal or interest, as the case may be (with interest to the date of such
payment upon the overdue principal and, to the extent that payment of such interest is enforceable
under applicable law, on overdue installments of interest at the same rate as the rate of interest
or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series); and in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including reasonable compensation to the Trustee and
each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and
liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as
a result of its negligence or bad faith.



25









 





     Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on
the Securities of any series to the registered holders, whether or not the principal of and
interest on the Securities of such series be overdue.



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



     In case there shall be pending proceedings relative to the Issuer or any other obligor upon
the Securities under Title 11 of the United States Code or any other applicable Federal or state
bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other obligor upon the
Securities of any series, or to the creditors or property of the Issuer or such other obligor, the
Trustee, irrespective of whether the principal of any Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:




     (a) to file and prove a claim or claims for the whole amount of principal and interest
(or, if the Securities of any series are Original Issue Discount Securities or Indexed
Securities, such portion of the principal amount as may be specified in the terms of such
series) owing and unpaid in respect of the Securities of any series, 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 reasonable compensation to the Trustee and each
predecessor Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made, by the
Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of
the Securityholders allowed in any judicial proceedings relative to the Issuer or other
obligor upon the Securities of any series, or to the creditors or property of the Issuer or
such other obligor,




     (b) unless prohibited by applicable law and regulations, to vote on behalf of the
holders of the Securities of any series in any election of a trustee or a standby trustee in
arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or
person performing similar functions in comparable proceedings, and




     (c) to collect and receive any moneys or other property payable or deliverable on any
such claims, and to distribute all amounts received with respect to the claims of the
Securityholders and of the Trustee on their behalf; and any trustee, receiver, or
liquidator, custodian or other similar official is hereby authorized by each of the
Securityholders to make payments to the Trustee, and, in the event that the Trustee shall



26









 







consent to the making of payments directly to the Securityholders, to pay to the Trustee
such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each
predecessor Trustee and their respective agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee except as a result of negligence or bad faith and all other amounts due
to the Trustee or any predecessor Trustee pursuant to Section 5.6.



     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of any series or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder
in any such proceeding except, as aforesaid, to vote for the election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings
or person performing similar functions in comparable proceedings.



     All rights of action and of asserting claims under this Indenture, or under any of the
Securities, may be enforced by the Trustee without the possession of any of the Securities or the
production thereof in any trial or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and
compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys,
shall be for the ratable benefit of the holders of the Securities in respect of which such action
was taken.



     In any proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be a party) the
Trustee shall be held to represent all the holders of the Securities in respect to which such
action was taken, and it shall not be necessary to make any holders of such Securities parties to
any such proceedings.



     Section 4.3. Application of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of any series shall
be applied in the following order at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys on account of principal or interest, upon presentation of the
Securities in respect of which monies have been collected and stamping (or otherwise noting)
thereon the payment, or issuing Securities of such series in reduced principal amounts in exchange
for the presented Securities of like series if only partially paid, or upon surrender thereof if
fully paid:




     FIRST: To the payment of costs and expenses applicable to such series in respect of
which monies have been collected, including reasonable compensation to the Trustee and each
predecessor Trustee and their respective agents and attorneys and of all expenses and
liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of negligence or bad faith, and all other amounts due to the Trustee or
any predecessor Trustee pursuant to Section 5.6;




     SECOND: In case the principal of the Securities of such series in respect of which
moneys have been collected shall not have become and be then due and payable, to



27









 







the payment
of interest on the Securities of such series in default in the order of the maturity of the
installments of such interest, with interest (to the extent that such interest has been
collected by the Trustee) upon the overdue installments of interest at the same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities)
specified in such Securities, such payments to be made ratably to the persons entitled
thereto, without discrimination or preference;




     THIRD: In case the principal of the Securities of such series in respect of which
moneys have been collected shall have become and shall be then due and payable, to the
payment of the whole amount then owing and unpaid upon all the Securities of such series for
principal and interest, with interest upon the overdue principal, and (to the extent that
such interest has been collected by the Trustee) upon overdue installments of interest at
the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of such series; and in case such moneys
shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities
of such series, then to the payment of such principal and interest or yield to maturity,
without preference or priority of principal over interest or yield to maturity, or of
interest or yield to maturity over principal, or of any installment of interest over any
other installment of interest, or of any Security of such series over any other Security of
such series, ratably to the aggregate of such principal and accrued and unpaid interest or
yield to maturity; and




     FOURTH: To the payment of the remainder, if any, to the Issuer or any other person
lawfully entitled thereto.



     Section 4.4. Suits for Enforcement. In case an Event of Default has occurred, has not been waived and is continuing, the
Trustee may in its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in this Indenture or in
aid of the exercise of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.



     Section 4.5. Restoration of Rights on Abandonment of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned for any reason, or shall have been determined
adversely to the Trustee, then and in every such case the Issuer and the Trustee shall be restored
respectively to their former positions and rights hereunder, and all rights, remedies and powers of
the Issuer, the Trustee and the Securityholders shall continue as though no such proceedings had
been taken.



     Section 4.6. Limitations on Suits by Securityholders. No holder of any Security of any series shall have any right by virtue or by availing of
any provision of this Indenture to institute any action or proceeding at law or in equity or in
bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of
a trustee, receiver, liquidator, custodian or other similar official or for any other remedy
hereunder, unless (1) such Holder previously shall have given to the Trustee written notice of an
Event of Default and of the



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continuance thereof; (2) the Holders of not less than 25% in aggregate
principal amount of the Securities of such series then outstanding shall have made written request
upon the Trustee to institute such action or proceedings in respect of such Event of Default in its
own name as trustee hereunder; (3) such Holder or Holders shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred
therein or thereby; and (4) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity shall have failed to institute any such action or proceeding; and (5) no
direction inconsistent with such written request shall have been given to the Trustee by the
Holders during such 60-day period pursuant to Section 4.9; it being understood and intended, and
being expressly covenanted by the taker and Holder of every Security with every other taker and
Holder and the Trustee, that no one or more Holders of Securities of any series shall have any
right in any manner whatever by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other such Holder of Securities, or to obtain or seek to
obtain priority over or preference to any other such Holder or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and common benefit of
all Holders of Securities of the applicable series. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.



     Section 4.7. Unconditional Right of Securityholders to Institute Certain Suits. Notwithstanding any other provision in this Indenture and any provision of any Security,
the right of any Holder of any Security to receive payment of the principal of and interest on such Security on or after the respective due dates expressed in such Security, or
to institute suit for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.



     Section 4.8. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except as provided in Section 4.6, no right or remedy herein conferred upon or reserved to
the Trustee or to the Securityholders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. 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.



     No delay or omission of the Trustee or of any Securityholder to exercise any right or power
accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such
right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to Section 4.6, every power and remedy given by this Indenture or by law to
the Trustee or to the Securityholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Securityholders.



     Section 4.9. Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series
affected (with each series voting as a separate class) at the time outstanding shall have the right
to direct the time, method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities
of such series by this Indenture; provided that such direction shall not be otherwise than
in accordance with law and the



29









 







provisions of this Indenture and provided further
that (subject to the provisions of Section 5.1) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, shall determine that the action
or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of
directors, the executive committee, or a trust committee of directors or responsible officers of
the Trustee shall determine that the action or proceedings so directed would involve the Trustee in
personal liability or if the Trustee in good faith shall so determine that the actions or
forbearances specified in or pursuant to such direction would be unduly prejudicial to the
interests of Holders of the Securities of all series so affected not joining in the giving of said
direction, it being understood that (subject to Section 5.1) the Trustee shall have no duty to
ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders.



     Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any
action deemed proper by the Trustee and which is not inconsistent with such direction or directions
by Securityholders.



     Section 4.10. Waiver of Past Defaults. Prior to a declaration of the acceleration of the maturity of the Securities of any series
as provided in Section 4.1, the Holders of a majority in aggregate principal amount of the Securities of such series at the time Outstanding (each such series voting as a separate
class) may on behalf of the Holders of all the Securities of such series waive any past default or
Event of Default described in clause (d) or (g) of Section 4.1 which relates to less than all
series of Securities then Outstanding, except a default in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of each Holder affected as provided
in Section 7.2. Prior to a declaration of acceleration of the maturity of the Securities of any
series as provided in Section 4.1, the Holders of Securities of a majority in principal amount of
all the Securities then Outstanding (voting as one class) may on behalf of all Holders waive any
past default or Event of Default referred to in said clause (d) or (g) which relates to all series
of Securities then Outstanding, or described in clause (e) or (f) of Section 4.1, except a default
in respect of a covenant or provision hereof which cannot be modified or amended without the
consent of the Holder of each Security affected as provided in Section 7.2. In the case of any
such waiver, the Issuer, the Trustee and the Holders of the Securities of each series affected
shall be restored to their former positions and rights hereunder, respectively.



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



     Section 4.11. Trustee to Give Notice of Default, But May Withhold in Certain
Circumstances. The Trustee shall give to the Securityholders of any series, as the names and addresses of
such Holders appear on the Security Register, notice by mail of all Defaults known to the Trustee
which have occurred with respect to such series, such notice to be transmitted within 90 days after
the occurrence thereof, unless such Defaults shall have been cured before the giving of such
notice; provided that, except in the case of Default in the payment of the principal of or
interest on any of the Securities of such series, or in the payment of any sinking or purchase fund
installment with respect to the Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive




30









 




committee, or a trust committee of directors or trustees and/or responsible officers of
the Trustee in good faith determines that the withholding of such notice is in the interests of the
Securityholders of such series.




     Section 4.12. Right of Court to Require Filing of Undertaking to Pay Costs. All
parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee,
to any suit instituted by any Securityholder or group of Securityholders of any series holding in
the aggregate more than 10% in aggregate principal amount of the Securities of such series, or, in
the case of any suit relating to or arising under clauses (d) or (g) of Section 4.1 (if the suit
relates to Securities of more than one but less than all series), 10% in aggregate principal amount
of Securities Outstanding affected thereby, or in the case of any suit relating to or arising under
clauses (d) or (g) (if the suit relates to all the Securities
then Outstanding), or (e) or (f) of
Section 4.1, 10% in aggregate principal amount of all Securities Outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the principal of or interest
on any Security on or after the due date expressed in such Security.



     Section 4.13. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent
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 Issuer (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.



ARTICLE FIVE




CONCERNING THE TRUSTEE




     Section 5.1. Duties and Responsibilities of the Trustee; During Default; Prior to
Default. With respect to the Holders of any series of Securities issued hereunder, the
Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a
particular series and after the curing or waiving of all Events of Default which may have occurred
with respect to such series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived) the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, 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.



31









 





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




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




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




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




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




     (c) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the holders pursuant to
Section 4.9 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.



     None of the provisions contained in this Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for
believing that the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.



     The provisions of this Section 5.1 are in furtherance of and subject to Sections 315 and 316
of the Trust Indenture Act of 1939.



     Section 5.2. Certain Rights of the Trustee. In furtherance of and subject to the
Trust Indenture Act of 1939, and subject to Section 5.1:




     (a) the Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, Officers’ Certificate or any other certificate, statement,



32









 







instrument, opinion, report, notice, request, consent, order, bond, debenture, note,
coupon, security or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;




     (b) any request, direction, order or demand of the Issuer mentioned herein shall be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof
be herein specifically prescribed); and any resolution of the Board of Directors may be
evidenced to the Trustee by a copy thereof certified by the secretary or an assistant
secretary of the Issuer;




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




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




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




     (f) prior to the occurrence of an Event of Default hereunder and after the curing or
waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture,
note, coupon, security, or other paper or document unless requested in writing so to do by
the holders of not less than a majority in aggregate principal amount of the Securities of
all series affected then outstanding; provided that, if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such expenses or liabilities as a condition
to proceeding; the reasonable expenses of every such investigation shall be paid by the
Issuer or, if paid by the Trustee or any predecessor trustee, shall be repaid by the Issuer
upon demand;




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




     (h) except for the Defaults set forth in Section 4.1(a), (b) and (c), the Trustee will
not have knowledge of a Default unless notified thereof.



33









 





     Section 5.3. Trustee Not Responsible for Recitals, Disposition of Securities or
Application of Proceeds Thereof. The recitals contained herein and in the Securities, except
the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and
the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the Securities. The
Trustee shall not be accountable for the use or application by the Issuer of any of the Securities
or of the proceeds thereof.



     Section 5.4. Trustee and Agents May Hold Securities; Collections, etc. The Trustee or
any agent of the Issuer or the Trustee, in its individual or any other capacity, may become the
owner or pledgee of Securities with the same rights it would have if it were not the Trustee or
such agent and may otherwise deal with the Issuer and receive, collect, hold and retain collections
from the Issuer with the same rights it would have if it were not the Trustee or such agent.



     Section 5.5. Moneys Held by Trustee. Subject to the provisions of Section 9.4 hereof,
all moneys received by the Trustee shall, until used or applied as herein provided, be held in
trust for the purposes for which they were received, but need not be segregated from other funds
except to the extent required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any moneys received by it
hereunder.



     Section 5.6. Compensation and Indemnification of Trustee and Its Prior Claim. The
Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation (which shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or
reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all agents and other persons not regularly in its employ)
except to the extent any such expense, disbursement or advance may arise from its negligence or bad
faith. The Issuer also covenants to indemnify the Trustee and each predecessor Trustee for, and to
hold it harmless against, any loss, liability or expense arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and the performance of its
duties hereunder, including the costs and expenses of defending itself against or investigating any
claim of liability in the premises, except to the extent such loss, liability or expense is due to
the negligence or bad faith of the Trustee or such predecessor Trustee. The obligations of the
Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee and
to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture. Such additional indebtedness shall be a senior claim to that of the
Securities upon all property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the holders of particular Securities, and the Securities are hereby
subordinated to such senior claim.



     Section 5.7. Right of Trustee to Rely on Officers’ Certificate, etc. Subject to
Sections 5.1 and 5.2, whenever in the administration of the trusts of this Indenture the Trustee
shall deem



34









 







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



     Section 5.8. Persons Eligible for Appointment as Trustee. The Trustee for each series
of Securities hereunder shall at all times be a corporation having a combined capital and surplus
of at least $50,000,000, and which is eligible in accordance with the provisions of Section 310(a)
of the Trust Indenture Act of 1939. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of a Federal, State or District of Columbia
supervising or examining authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published.



     Section 5.9. Resignation and Removal; Appointment of Successor Trustee. (a) The
Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one
or more or all series of Securities by giving written notice of resignation to the Issuer and by
mailing notice thereof by first class mail to Holders of the applicable series of Securities at
their last addresses as they shall appear on the Security Register. Upon receiving such notice of
resignation, the Issuer shall promptly appoint a successor trustee or trustees with respect to the
applicable series by written instrument in duplicate, executed by authority of the Board of
Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee or trustees. If no successor trustee shall have been so appointed with
respect to any series and have accepted appointment within 30 days after the mailing of such notice
of resignation, the resigning trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee, or any Securityholder who has been a bona fide Holder of a
Security or Securities of the applicable series for at least six months may, subject to the
provisions of Section 4.12, on behalf of himself and all others similarly situated, petition any
such court for the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor trustee.



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




     (i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust
Indenture Act of 1939 with respect to any series of Securities after written request
therefor by the Issuer or by any Securityholder who has been a bona fide Holder of a
Security or Securities of such series for at least six months; or




     (ii) the Trustee shall cease to be eligible in accordance with the provisions of
Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written
request therefor by the Issuer or by any Securityholder; or




     (iii) the Trustee shall become incapable of acting with respect to any series of
Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the



35









 







Trustee or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation; then, in any such case, the Issuer may remove the Trustee with
respect to the applicable series of Securities and appoint a successor trustee for such
series by written instrument, in duplicate, executed by order of the Board of Directors of
the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor trustee, or, subject to Section 315(e) of the Trust Indenture Act
of 1939, any Securityholder who has been a bona fide Holder of a Security or Securities of
such series for at least six months may on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor trustee with respect to such series. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee.



          (c) The Holders of a majority in aggregate principal amount of the Securities of each series
at the time outstanding may at any time remove the Trustee with respect to Securities of such
series and appoint a successor trustee with respect to the Securities of such series by delivering
to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence
provided for in Section 6.1 of the action in that regard taken by the Securityholders.



          (d) Any resignation or removal of the Trustee with respect to any series and any appointment
of a successor trustee with respect to such series pursuant to any of the provisions of this
Section 5.9 shall become effective upon acceptance of appointment by the successor trustee as
provided in Section 5.10.



     Section 5.10. Acceptance of Appointment by Successor Trustee. Any successor trustee
appointed as provided in Section 5.9 shall execute and deliver to the Issuer and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the resignation or
removal of the predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or conveyance, shall become
vested with all rights, powers, duties and obligations with respect to such series of its
predecessor hereunder, with like effect as if originally named as trustee for such series
hereunder; but, nevertheless, on the written request of the Issuer or of the successor trustee,
upon payment of its charges then unpaid, the trustee ceasing to act shall, subject to Section 9.4,
pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and
deliver an instrument transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any such successor trustee, the Issuer shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior
claim upon all property or funds held or collected by such trustee to secure any amounts then due
it pursuant to the provisions of Section 5.6.



     If a successor trustee is appointed with respect to the Securities of one or more (but not
all) series, the Issuer, the predecessor Trustee and each successor trustee with respect to the
Securities of any applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to confirm that all



36









 







the rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any series as to which the predecessor Trustee is not retiring shall continue to be
vested in the predecessor Trustee, and shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that each such trustee
shall be trustee of a trust or trusts under separate indentures.



     Upon acceptance of appointment by any successor trustee as provided in this Section 5.10, the
Issuer shall mail notice thereof by first-class mail to the Holders of Securities of any series for
which such successor trustee is acting as trustee at their last addresses as they shall appear in
the Security Register. If the acceptance of appointment is substantially contemporaneous with the
resignation, then the notice called for by the preceding sentence may be combined with the notice
called for by Section 5.9. If the Issuer fails to mail such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee shall cause such notice
to be mailed at the expense of the Issuer.



     Section 5.11. Merger, Conversion, Consolidation or Succession to Business of Trustee.
Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be eligible under the provisions of Section 5.8,
without the execution or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.



     In case at the time such successor to the Trustee shall succeed to the trusts created by this
Indenture any of the Securities of any series shall have been authenticated but not delivered, any
such successor to the Trustee may adopt the certificate of authentication of any predecessor
Trustee and deliver such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or in the name of the
successor Trustee; and in all such cases such certificate shall have the full force which it is
anywhere in the Securities of such series or in this Indenture provided that the
certificate of the Trustee shall have; provided that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities of any series in the name
of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.



     Section 5.12. Appointment of Authenticating Agent. At any time when any of the
Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents which may
be an Affiliate or Affiliates of the Issuer 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 and
the Trustee shall give written notice of such appointment to all Holders of Securities of the
series with respect to which such Authenticating Agent will serve, in the manner provided for in
Section 10.4. 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. Any
such appointment shall be evidenced by an instrument in writing signed by a



37









 







Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished
to the Issuer. 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 Issuer and shall at all times be a bank or
trust company or corporation organized and doing business and in good standing under the laws of
the United States of America, any State thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State authority. If such
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, it 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 Person shall be otherwise eligible under this Section, without the execution or
filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.



     An Authenticating Agent for any series of Securities may resign at any time by giving written
notice thereof to the Trustee for such series and to the Issuer. The Trustee for any series of
Securities may at any time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Issuer. 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 for such series
may appoint a successor Authenticating Agent which shall be acceptable to the Issuer and shall
promptly give written notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve, in the manner provided for in Section 10.4.
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 Issuer agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.



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



38









 





     Dated: ____________



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



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

as Trustee

 	 
	 	By  	 	 
	 	 	as Authenticating Agent 	 
	 	 	 	 
	 	 	 
	 	By  	 	 
	 	 	Authorized Officer 	 



ARTICLE SIX




CONCERNING THE SECURITYHOLDERS





     Section 6.1. Evidence of Action Taken by Securityholders. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by this Indenture to be
given or taken by a specified percentage in principal amount of the Securityholders of any or all
series may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such specified percentage of Securityholders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee. Proof of execution of any
instrument or of a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Sections 5.1 and 5.2) conclusive in favor of the Trustee and the Issuer,
if made in the manner provided in this Article.



     Section 6.2. Proof of Execution of Instruments and of Holding of Securities; Record
Date. Subject to Sections 5.1 and 5.2, the execution of any instrument by a Securityholder or
his agent or proxy may be proved in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding
of Securities shall be proved by the Security Register or by a certificate of the Security
Registrar. The Issuer may set a record date for purposes of determining the identity of holders of
Securities of any series entitled to vote or consent to any action referred to in Section 6.1,
which record date may be set at any time or from time to time by notice to the Trustee, for any
date or dates (in the case of any adjournment or reconsideration) not more than 60 days nor less
than five days prior to the proposed date of such vote or consent, and thereafter, notwithstanding
any other provisions hereof, only holders of Securities of such series of record on such record
date shall be entitled to so vote or give such consent or revoke such vote or consent.



     Section 6.3. Holders to be Treated as Owners. The Issuer, the Trustee and any agent
of the Issuer or the Trustee may deem and treat the person in whose name any Security shall be
registered upon the Security Register for such series as the absolute owner of such Security



39









 




(whether or not such Security shall be overdue and notwithstanding any notation of ownership
or other writing thereon) for the purpose of receiving payment of or on account of the principal of
and, subject to the provisions of this Indenture, interest on such Security and for all other
purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall
be affected by any notice to the contrary. All such payments so made to any such person, or upon
his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Security.




     No Holder of any beneficial interest in any Global Security held on its behalf by a Depositary
shall have any rights under this Indenture with respect to such Global Security, and such
Depositary may be treated by the Issuer, the Trustee, and any agent of the Issuer or the Trustee as
the owner of such Global Security for all purposes whatsoever. None of the Issuer, the Trustee,
any paying agent or the Security Registrar will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership interests of a
Global Security or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.



     Section 6.4. Securities Owned by Issuer Deemed Not Outstanding. In determining
whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or
all series have concurred in any direction, consent or waiver under this Indenture, Securities
which are owned by the Issuer or any other obligor on the Securities with respect to which such
determination is being made or by any person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuer or any other obligor on the Securities with
respect to which such determination is being made shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent or waiver only
Securities which the Trustee knows are 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 Issuer or any other obligor upon the Securities or any person directly or
indirectly controlling or controlled by or under direct or indirect common control with the Issuer
or any other obligor on the Securities. In case of a dispute as to such right, the advice of
counsel shall be full protection in respect of any decision made by the Trustee in accordance with
such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officers’ Certificate listing and identifying all Securities, if any, known by the Issuer to be
owned or held by or for the account of any of the above-described persons; and, subject to Sections
5.1 and 5.2, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Securities not listed therein are
Outstanding for the purpose of any such determination.



     Section 6.5. Right of Revocation of Action Taken. At any time prior to (but not
after) the evidencing to the Trustee, as provided in Section 6.1, of the taking of any action by
the Holders of the percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action, any Holder of a
Security the serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action may, by filing written
notice at the Corporate Trust Office and upon proof of holding as provided in this



40









 







Article, revoke such action so far as concerns such Security. Except as aforesaid any such
action taken by the Holder of any Security shall be conclusive and binding upon such Holder and
upon all future Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard thereto is made upon
any such Security. Any action taken by the Holders of the percentage in aggregate principal amount
of the Securities of any or all series, as the case may be, specified in this Indenture in
connection with such action shall be conclusively binding upon the Issuer, the Trustee and the
Holders of all the Securities affected by such action.



ARTICLE SEVEN




SUPPLEMENTAL INDENTURES




     Section 7.1. Supplemental Indentures Without Consent of Securityholders. Without the
consent of any Holders, the Issuer, when authorized by a resolution of its Board of Directors, and
the Trustee, at any time and from time to time, may enter into an indenture or indentures
supplemental hereto for one or more of the following purposes:




     (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the
Securities of one or more series any property or assets;




     (b) to evidence the succession of another corporation, partnership, limited liability
company, business trust, trust or other legal entity, or successive successions, and the
assumption by the successor corporation, partnership, limited liability company, business
trust, trust or other legal entity of the covenants, agreements and obligations of the
Issuer pursuant to Article Eight;




     (c) to add to the covenants of the Issuer such further covenants, restrictions,
conditions or provisions as its Board of Directors and the Trustee shall consider to be for
the protection of the Holders of Securities, and to make the occurrence, or the occurrence
and continuance, of a Default in any such additional covenants, restrictions, conditions or
provisions an Event of Default permitting the enforcement of all or any of the several
remedies provided in this Indenture as herein set forth; provided that in respect of
any such additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after Default (which period may be
shorter or longer than that allowed in the case of other Defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the remedies available to
the Trustee upon such an Event of Default or may limit the right of the Holders of a
majority in aggregate principal amount of the Securities of such series to waive such an
Event of Default;




     (d) to cure any ambiguity or to correct or supplement any provision contained herein or
in any supplemental indenture which may be defective or inconsistent with any other
provision contained herein or in any supplemental indenture; or to make such other
provisions in regard to matters or questions arising under this Indenture or under any
supplemental indenture as the Board of Directors may deem necessary or desirable and



41









 







which shall not adversely affect the interests of the Holders of the Securities in any
material respect;




     (e) to establish the form or terms of Securities of any series as permitted by Sections
2.1 and 2.3;




     (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 5.10;




     (g) to add to or change any of the provisions of this Indenture to such extent as may
be necessary to permit or facilitate the issuance of Securities in bearer form, registrable
or not registrable as to principal, and with or without interest coupons, or to permit or
facilitate the issuance of Securities in uncertificated form;




     (h) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Article Nine, provided that any such action shall not adversely affect the
interests of any Holder of an Outstanding Security of such series or any other Outstanding
Security in any material respect; or




     (i) to amend or supplement any provision contained herein or in any supplemental
indenture, provided that no such amendment or supplement shall materially adversely affect
the interests of the Holders of any Securities then Outstanding.



     The Trustee is hereby authorized to join with the Issuer in the execution of any such
supplemental indenture, to make any further appropriate agreements and stipulations which may be
therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any
property thereunder, but the Trustee 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.



     Any
supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the
Securities at the time outstanding, notwithstanding any of the
provisions of Section 7.2.




     Section 7.2. Supplemental Indentures With Consent of Securityholders. With the
consent (evidenced as provided in Article Six) of the Holders of not less than a majority in
aggregate principal amount of all Outstanding Securities of each series affected by such
supplemental indenture, the Issuer, when authorized by a resolution of its Board of Directors, and
the Trustee may, at any time and from time to time, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of each such series;
provided that no such supplemental indenture shall (a) extend the final maturity of any
Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment
of interest thereon,



42









 







or reduce any amount payable on redemption thereof or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon an acceleration
of the maturity thereof pursuant to Section 4.1 or the amount thereof provable in bankruptcy pursuant
to Section 4.2, or impair or affect the right of any Securityholder to institute suit for the
payment thereof or, if the Securities provide therefor, any right of repayment at the option of the
Securityholder without the consent of the Holder of each Security so affected, or (b) reduce the
aforesaid percentage of Securities of any series, the consent of the Holders of which is required
for any such supplemental indenture, without the consent of the Holders of each Security so
affected.



     Upon the request of the Issuer, accompanied by a copy of a resolution of the Board of
Directors certified by the secretary or an assistant secretary of the Issuer authorizing the
execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of
the consent of Securityholders as aforesaid and other documents, if any, required by Section 6.1,
the Trustee shall join with the Issuer in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture
or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.



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



     A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture, which shall have been included expressly and 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.



     Promptly after the execution by the Issuer and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Issuer shall mail a notice thereof by first class
mail to the Holders of Securities of each series affected thereby at their addresses as they shall
appear on the Security Register, setting forth in general terms the substance of such supplemental
indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental indenture.



     Section 7.3. Effect of Supplemental Indenture. Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified
and amended in accordance therewith and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Issuer and the Holders of Securities
of each series affected thereby shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms and conditions of
any such supplemental indenture shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.



     Section 7.4. Execution of Supplemental Indenture. As a condition to executing, or
accepting the additional trusts created by, any supplemental indenture permitted by this Article



43









 







or
the modifications thereby of the trust created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 315 of the Trust Indenture Act of 1939) 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 and an Officers’ Certificate stating that
all conditions precedent to the execution of such supplemental indenture have been fulfilled. 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 is not
reasonably acceptable to the Trustee.



     Section 7.5. Notation on Securities in Respect of Supplemental Indentures. Securities
of any series authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for
such series as to any matter provided for by such supplemental indenture or as to any action taken
at any such meeting. If the Issuer or the Trustee shall so determine, new Securities of any series
so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may be prepared by the
Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series
then outstanding.



     Section 7.6. Conformity with the Trust Indenture Act of 1939. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of the Trust
Indenture Act of 1939 as then in effect.



ARTICLE EIGHT




CONSOLIDATION, MERGER, SALE OR CONVEYANCE




     Section 8.1. Issuer May Consolidate, etc., on Certain Terms. The Issuer covenants
that it will not merge or consolidate with any other corporation or sell, lease or convey all or
substantially all of its assets to any Person, unless (i) either the Issuer shall be the continuing
corporation, or the successor corporation or the Person which acquires by sale, lease or conveyance
substantially all the assets of the Issuer (if other than the Issuer) shall be a corporation,
partnership, limited liability company, business trust, trust or other legal entity organized and
validly existing under the laws of the United States of America or any State thereof or the
District of Columbia and shall expressly assume the due and punctual payment of the principal of
and interest on 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 or observed
by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the
Trustee by such entity, and (ii) the Issuer 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. Successor Corporation Substituted. In case of any such consolidation,
merger, sale or conveyance, and following such an assumption by the successor corporation, such
successor corporation shall succeed to and be substituted for the Issuer, with the same effect as
if it had been named herein. Such successor corporation may cause to be signed, and may



44









 







issue
either in its own name or in the name of the Issuer prior to such succession any or all of the
Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor corporation instead of the
Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Securities which previously shall have been signed
and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities
which such successor corporation thereafter shall cause to be signed and delivered to the Trustee
for that purpose. All of the Securities so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Securities 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 thereafter to be issued
as may be appropriate.



     In the event of any such sale or conveyance (other than a conveyance by way of lease) the
Issuer or any successor corporation which shall theretofore have become such in the manner
described in this Article shall be discharged from all obligations and covenants under this
Indenture and the Securities and may be liquidated and dissolved.



     Section 8.3. Opinion of Counsel to Trustee. The Trustee, subject to the provisions of
Sections 5.1 and 5.2, may receive an Opinion of Counsel, prepared in accordance with Section 10.5,
as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such
assumption, and any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.



ARTICLE NINE




SATISFACTION AND DISCHARGE OF INDENTURE;

UNCLAIMED MONEYS.




     Section 9.1. Satisfaction and Discharge of Indenture. If at any time (a) the Issuer
shall have paid or caused to be paid the principal of and interest on all the Securities of any
series outstanding hereunder (other than Securities of such series which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same
shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for
cancellation all securities of any series theretofore authenticated (other than any Securities of
such series which shall have been destroyed, lost or stolen and which shall have been replaced or
paid as provided in Section 2.9) or (c) (i) all the securities of such series not theretofore
delivered to the Trustee for cancellation shall have become due and payable, or are by their terms
to become due and payable within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the
Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds
the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the
Issuer in accordance with Section 9.4) sufficient to pay at maturity or upon redemption all
Securities of such series (other than any Securities of such series which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9)
not theretofore




45









 




delivered to the Trustee for cancellation, including principal and interest due or
to become due on or prior to such date of maturity as the case may be, and if, in any such case,
the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to
Securities of such series, then this Indenture shall cease to be of further effect with respect to
Securities of such series (except as to (i) rights of registration of transfer and exchange of
securities of such series, and the Issuer’s right of optional redemption, if any, (ii) substitution
of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders to receive
payments of principal thereof and interest thereon, and remaining rights of the holders to receive
mandatory sinking fund payments, if any, (iv) the rights, obligations and immunities of the Trustee
hereunder and (v) the rights of the Securityholders of such series as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of them), and the
Trustee, on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel
and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such
satisfaction of and discharging this Indenture with respect to such series; provided that
the rights of Holders of the Securities to receive amounts in respect of principal of and interest
on the Securities held by them shall not be delayed longer than required by then-applicable
mandatory rules or policies of any securities exchange upon which the Securities are listed. The
Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly
incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered
by the Trustee in connection with this Indenture or the Securities of such series.




     Section 9.2. Application by Trustee of Funds Deposited for Payment of Securities. Subject to Section 9.4, all moneys deposited with the Trustee pursuant to Section 9.1 shall be
held in trust and applied by it to the payment, either directly or through any paying agent
(including the Issuer acting as its own paying agent), to the Holders of the particular Securities
of such series for the payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest; but such money need
not be segregated from other funds except to the extent required by law.



     Section 9.3. Repayment of Moneys Held by Paying Agent. In connection with the
satisfaction and discharge of this Indenture with respect to Securities of any series, all moneys
then held by any paying agent under the provisions of this Indenture with respect to such series of
Securities shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon
such paying agent shall be released from all further liability with respect to such moneys.



     Section 9.4. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any paying agent for the payment of the
principal of or interest on any Security of any series and not applied but remaining unclaimed for
two years after the date upon which such principal or interest shall have become due and payable,
shall, upon the written request of the Issuer and unless otherwise required by mandatory provisions
of applicable escheat or abandoned or unclaimed property law, be repaid to the Issuer by the
Trustee for such series or such paying agent, and the Holder of the Security of such series shall,
unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed
property laws, thereafter look only to the Issuer for any payment which such Holder



46









 





may be entitled
to collect, and all liability of the Trustee or any paying agent with respect to such moneys shall
thereupon cease.



ARTICLE TEN




MISCELLANEOUS PROVISIONS




     Section 10.1. Incorporators, Stockholders, Officers and Directors of Issuer Exempt from
Individual Liability. No recourse under or upon any obligation, covenant or agreement contained
in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be
had against any incorporator, as such or against any past, present or future stockholder, officer
or director, as such, of the Issuer or of any successor, either directly or through the Issuer or
any successor, under any rule of law, statute or constitutional provision or by the enforcement of
any assessment or by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the holders thereof and as
part of the consideration for the issue of the Securities.



     Section 10.2. Provisions of Indenture for the Sole Benefit of Parties and Securityholders. Nothing in this Indenture or in the Securities, expressed or implied, shall give or be
construed to give to any person, firm or corporation, other than the parties hereto and their
successors and the Holders of the Securities, any legal or equitable right, remedy or claim under
this Indenture or under any covenant or provision herein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and their successors and of the Holders
of the Securities.



     Section 10.3. Successors and Assigns of Issuer Bound by Indenture. All the covenants,
stipulations, promises and agreements in this Indenture contained by or in behalf of the Issuer
shall bind its successors and assigns, whether so expressed or not.



     Section 10.4. Notices and Demands on Issuer, Trustee and Securityholders. Any notice or
demand which by any provision of this Indenture is required or permitted to be given or served by
the Trustee or by the Holders of Securities to or on the Issuer may be given or served by being
deposited postage prepaid, first-class mail (except as otherwise specifically provided herein)
addressed (until another address of the Issuer is filed by the Issuer with the Trustee) to Cardinal
Health, Inc., 7000 Cardinal Place, Dublin, Ohio 43017, Attention: Chief Legal Officer and
Secretary. Any notice, direction, request or demand by the Issuer or any Securityholder to or upon
the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or
made at the Corporate Trust Office.



     Where this Indenture provides for notice to Holders, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid,
to each Holder entitled thereto, at his last address as it appears in the Security Register. In
any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. 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



47









 





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



     In case, by reason of the suspension of or irregularities in regular mail service, it shall be
impracticable to mail notice to the Issuer and Securityholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving such notice as shall
be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.



     Section 10.5. Officers’ Certificates and Opinions of Counsel; Statements to Be Contained
Therein. Upon any application or demand by the Issuer to the Trustee to take any action under
any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is specifically required by
any provision of this Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.



     Each certificate or opinion provided for in this Indenture and delivered to the Trustee with
respect to compliance with a condition or covenant provided for in this Indenture shall include (a)
a statement that the person making such certificate or opinion has read such covenant or condition,
(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 such person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such person, such
condition or covenant has been complied with.



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



     Any certificate, statement or opinion of an officer of the Issuer or of counsel may be based,
insofar as it relates to accounting matters, upon a certificate or opinion of or representations by
an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel,
as the case may be, knows that the certificate or opinion or representations with respect to the
accounting matters upon which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are erroneous.




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     Any certificate or opinion of any independent firm of public accountants filed with the
Trustee shall contain a statement that such firm is independent.



     Section 10.6. Payments Due on Saturdays, Sundays and Holidays. If the date of maturity
of interest on or principal of the Securities of any series or the date fixed for redemption or
repayment of any such Security shall not be a Business Day, then payment of interest or principal
need not be made on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the date of maturity or the date fixed for redemption, and no
interest shall accrue for the period after such date.



     Section 10.7. Conflict of Any Provision of Indenture with Trust Indenture Act of 1939. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with
another provision included in this Indenture by operation of Sections 310 to 317, inclusive, of the
Trust Indenture Act of 1939 (an “incorporated provision”), such incorporated provision
shall control.



     Section 10.8. Governing Law. This Indenture and each Security shall be governed by and
construed in accordance with the laws of the State of New York.



     Section 10.9. Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall together constitute
but one and the same instrument.



     Section 10.10. Effect of Headings. The Article and Section headings herein and the
Table of Contents are for convenience only and shall not affect the construction hereof.



ARTICLE ELEVEN




REDEMPTION OF SECURITIES AND SINKING FUNDS




     Section 11.1. Applicability of Article. The provisions of this Article shall be
applicable to the Securities of any series which are redeemable before their maturity or to any
sinking fund for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 2.3 for Securities of such series.



     Section 11.2. Notice of Redemption; Partial Redemptions. Notice of redemption to the
Holders of Securities of any series to be redeemed as a whole or in part at the option of the
Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, at
least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of
Securities of such series at their last addresses as they shall appear upon the registry books.
Any notice which is mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or
any defect in the notice to the Holder of any Security of a series designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the redemption of any other
Security of such series.



     The notice of redemption to each such Holder shall specify the principal amount of each
Security of such series held by such Holder to be redeemed, the date fixed for redemption, the
redemption price, the place or places of payment, that payment will be made upon presentation



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and
surrender of such Securities, that such redemption is pursuant to the mandatory or optional sinking
fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or
on the portions thereof to be redeemed will cease to accrue. In case any Security of a series is
to be redeemed in part only the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon
surrender of such Security, a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof will be issued.




     The notice of redemption of Securities of any series to be redeemed at the option of the
Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name and at
the expense of the Issuer.



     On or prior to the redemption date specified in the notice of redemption given as provided in
this Section, the Issuer will deposit with the Trustee or with one or more paying agents (or, if
the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in
Section 3.4) an amount of money sufficient to redeem on the redemption date all the Securities of
such series so called for redemption at the appropriate redemption price, together with accrued
interest to the date fixed for redemption.



     If less than all of the outstanding Securities of a series are to be redeemed, the Issuer
shall at least 45 days prior to the date fixed for redemption (unless a shorter notice shall be
satisfactory to the Trustee) notify the Trustee of the date fixed for redemption and the aggregate
principal amount of Securities to be redeemed. If less than all of the Securities of a series are
to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such Series to be redeemed in whole or in part. Securities may be redeemed in part
in multiples equal to the minimum authorized denomination for Securities of such series or any
multiple thereof. The Trustee shall promptly notify the Issuer in writing of the Securities of
such series selected for redemption and, in the case of any Securities of such series 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 of any series shall relate, in the case of any Security redeemed or to be redeemed only
in part, to the portion of the principal amount of such Security which has been or is to be
redeemed.



     Section 11.3. Payment of Securities Called for Redemption. If notice of redemption has
been given as above provided, the Securities or portions of Securities specified in such notice
shall become due and payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for redemption, and on and after
said date (unless the Issuer shall default in the payment of such. Securities at the redemption
price, together with interest accrued to said date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue and, except as provided in Sections 5.5
and 9.4, such Securities shall cease from and after the date fixed for redemption to be entitled to
any benefit or security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price thereof and unpaid
interest to the date fixed for redemption. On presentation and surrender of such Securities at a
place of payment specified in said notice, said Securities or the specified portions thereof shall
be paid and redeemed by the Issuer at the applicable redemption price, together with interest
accrued



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thereon to the date fixed for redemption; provided that any semiannual payment of
interest becoming due on the date fixed for redemption shall be payable to the Holders of such
Securities registered as such on the relevant record date subject to the terms and provisions of Section
2.4 hereof.




     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed
for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue
Discount Security) borne by the Security.



     Upon presentation of any Security redeemed in part only, the Issuer shall execute and the
Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of
the Issuer, a new Security or Securities of such series, of authorized denominations, in principal
amount equal to the unredeemed portion of the Security so presented.



     Section 11.4. Exclusion of Certain Securities from Eligibility for Selection for
Redemption. Securities shall be excluded from eligibility for selection for redemption if they
are identified by registration and certificate number in a written statement signed by an
authorized officer of the Issuer and delivered to the Trustee at least 40 days prior to the last
date on which notice of redemption may be given as being owned of record and beneficially by, and
not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified in
such written statement directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer.



     Section 11.5. Mandatory and Optional Sinking Funds. The minimum amount of any sinking
fund payment provided for by the terms of Securities of any series is herein referred to as a
“mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an “optional sinking fund payment”.
The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund
payment date”.



     In lieu of making all or any part of any mandatory sinking fund payment with respect to any
series of Securities in cash, the Issuer may at its option (a) deliver to the Trustee Securities of
such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the
Issuer and delivered to the Trustee for cancellation pursuant to Section 2.7, (b) receive credit
for optional sinking fund payments (not previously so credited) made pursuant to this Section, or
(c) receive credit for Securities of such series (not previously so credited) redeemed by the
Issuer through any optional redemption provision contained in the terms of such series. Securities
so delivered or credited shall be received or credited by the Trustee at the sinking fund
redemption price specified in such Securities.



     On or before the sixtieth day next preceding each sinking fund payment date for any series,
the Issuer will deliver to the Trustee a written statement (which need not contain the statements
required by Section 10.5) signed by an authorized officer of the Issuer (a) specifying the portion
of the mandatory sinking fund payment to be satisfied by payment of cash and the 


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portion to be
satisfied by credit of Securities of such series, (b) stating that none of the Securities of such
series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been
waived or cured) and are continuing and (d) stating whether or not the Issuer intends to exercise
its right to make an optional sinking fund payment with respect to such series and, if so,
specifying the amount of such optional sinking fund payment which the Issuer intends to pay on or
before the next succeeding sinking fund payment date. Any Securities of such series to be credited
and required to be delivered to the Trustee in order for the Issuer to be entitled to credit
therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered
for cancellation pursuant to Section 2.10 to the Trustee with such written statement (or reasonably
promptly thereafter if acceptable to the Trustee). Such written statement shall be irrevocable and
upon its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the
cash payments or payments therein referred to, if any, on or before the next succeeding sinking
fund payment date. Failure of the Issuer, on or before any such sixtieth day, to deliver such
written statement and Securities specified in this paragraph, if any, shall not constitute a
default but shall constitute, on and as of such date, the irrevocable election of the Issuer (i)
that the mandatory sinking fund payment for such series due on the next succeeding sinking fund
payment date shall be paid entirely in cash without the option to deliver or credit Securities of
such series in respect thereof and (ii) that the Issuer will make no optional sinking fund payment
with respect to such series as provided in this Section.




     If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on
the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund
payments made in cash shall exceed $50,000 (or a lesser sum if the Issuer shall so request) with
respect to the Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such series at the sinking
fund redemption price together with accrued interest to the date fixed for redemption. If such
amount shall be $50,000 or less and the Issuer makes no such request then it shall be carried over
until a sum in excess of $50,000 is available. The Trustee shall select, in the manner provided in
Section 11.2, for redemption on such sinking fund payment date a sufficient principal amount of
Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in
writing by the Issuer) inform the Issuer of the serial numbers of the Securities of such series (or
portions thereof) so selected. Securities of any series which are (a) owned by the Issuer or an
entity known by the Trustee to be directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer, as shown by the Security Register, and not known
to the Trustee to have been pledged or hypothecated by the Issuer or any such entity or (b)
identified in an Officers’ Certificate at least 60 days prior to the sinking fund payment date as
being beneficially owned by, and not pledged or hypothecated by, the Issuer or an entity directly
or indirectly controlling or controlled by or under direct or indirect common control with the
Issuer shall be excluded from Securities of such series eligible for selection for redemption. The
Trustee, in the name and at the expense of the Issuer (or the Issuer, if it shall so request the
Trustee in writing) shall cause notice of redemption of the Securities of such series to be given
in substantially the manner provided in Section 11.2 (and with the effect provided in Section 11.3)
for the redemption of Securities of such series in part at the option of the Issuer. The amount of
any sinking fund payments not so applied or allocated to the redemption of Securities of such
series shall be added to the next cash sinking fund payment for such series and, together with such
payment, shall be applied in accordance with the



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provisions of this Section. Any and all sinking
fund moneys held on the stated maturity date of the Securities of any particular series (or
earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied,
together with other moneys, if necessary, sufficient for the purpose, to the payment of the
principal of, and interest on, the Securities of such series at maturity.




     At least one Business Day before each sinking fund payment date, the Issuer shall pay to the
Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date
fixed for redemption on Securities to be redeemed on the next following sinking fund payment date.



     The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking
fund moneys or mail any notice of redemption of Securities for such series by operation of the
sinking fund during the continuance of a Default in payment of interest on such Securities or of
any Event of Default except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities,
provided that it shall have received from the Issuer a sum sufficient for such redemption.
Except as aforesaid, any moneys in the sinking fund for such series at the time when any such
Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such Default or Event of Default, be deemed to have been collected
under Article Four and held for the payment of all such Securities. In case such Event of Default
shall have been waived as provided in Section 4.9 or the Default cured on or before the sixtieth
day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on
the next succeeding sinking fund payment date in accordance with this Section to the redemption of
such Securities.



ARTICLE TWELVE




DEFEASANCE AND COVENANT DEFEASANCE




     Section 12.1. Issuer’s Option to Effect Defeasance or Covenant Defeasance. Except as
otherwise specified as contemplated by Section 2.3 for Securities of any series, the provisions of
this Article Twelve shall apply to each series of Securities, and the Issuer may, at its option,
effect defeasance of the Securities of or within a series under Section 12.2, or covenant
defeasance of or within a series under Section 12.3 in accordance with the terms of such Securities
and in accordance with this Article.



     Section 12.2. Defeasance and Discharge. Upon the Issuer’s exercise of the above option
applicable to this Section with respect to any Securities of or within a series, the Issuer shall
be deemed to have been discharged from its obligations with respect to such Outstanding Securities
on the date the conditions set forth in Section 12.4 are satisfied (hereinafter, “defeasance”). For
this purpose, such defeasance means that the Issuer shall be deemed to have paid and discharged the
entire indebtedness represented by such Outstanding Securities, which shall thereafter be deemed to
be “Outstanding” only for the purposes of Section 12.5 and the other Sections of this Indenture
referred to in (A) and (B) below, and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Issuer, shall execute proper instruments



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acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 12.4 and as more fully set forth in such Section, payments in respect of the
principal of and interest, if any, on such Securities when such payments are due, (B) the Issuer’s
obligations with respect to such Securities under Sections 2.8, 2.9, 2.11, 3.2 and 3.4 and such
obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties and immunities of
the Trustee hereunder including, without limitation, Section 5.6 and the penultimate paragraph of
Section 12.5 and (D) this Article Twelve. Subject to compliance with this Article Twelve, the
Issuer may exercise its option under this Section 12.2 notwithstanding the prior exercise of its
option under Section 12.3 with respect to such Securities.




     Section 12.3. Covenant Defeasance. Upon the Issuer’s exercise of the above option
applicable to this Section with respect to any Securities of or within a series, the Issuer shall
be released from its obligations under Sections 8.1 and 8.2 and Sections 3.5, 3.7, 3.9, 3.10 and
3.11 and, if specified pursuant to Section 2.3, its obligations under any other covenant, with
respect to such Outstanding Securities on and after the date the conditions set forth in Section
12.4 are satisfied (hereinafter, “covenant defeasance”), and such Securities shall thereafter be
deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration or
other acts of Holders (and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Outstanding Securities, the Issuer may omit to
comply with and shall have no liability in respect of any term, condition or limitation set forth
in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein
to any such covenant or by reason of reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a Default or an Event of
Default under Section 4.1(d) or Section 4.1(g) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities shall be unaffected thereby.



     Section 12.4. Conditions to Defeasance or Covenant Defeasance. The following shall be
the conditions to application of either Section 12.2 or Section 12.3 to any Outstanding Securities
of or within a series:




     (a) The Issuer shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 5.8 who shall agree to
comply with the provisions of this Article Twelve applicable to it) as trust funds in trust
for the purpose of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities, (A) money in an amount
or (B) equivalent in securities of the government which issued the currency in which the
Securities are denominated or government agencies backed by the full faith and credit of
such government (“Government Obligations”) which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, on or prior to
the due date of any payment of principal of and premium, if any, and interest, if any, under
such Securities, money in an amount, or (C) a combination thereof, sufficient, in the
opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay 


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and discharge, and which
shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium, if any) and interest, if any, on such
Outstanding Securities due
at maturity (or on a redemption date, if applicable), and (ii)
any mandatory sinking fund payments or analogous payments applicable to such
Outstanding Securities on the day on which such payments are due and payable in accordance
with the terms of this Indenture and of such Securities; provided that the Trustee shall
have been irrevocably instructed to apply such money or the proceeds of such Government
Obligations to said payments with respect to such Securities. Before such a deposit, the
Issuer may give to the Trustee, in accordance with Section 11.2 hereof, a notice of its
election to redeem all or any portion of such Outstanding Securities at a future date in
accordance with the terms of the Securities of such series and Article Eleven hereof, which
notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given
effect in applying the foregoing.




     (b) No Default or Event of Default with respect to such Securities shall have occurred
and be continuing on the date of such deposit or, insofar as Sections 4.1(e) and 4.1(f) are
concerned, at any time during the period ending on the 91st day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied until the
expiration of such period).




     (c) Such defeasance or covenant defeasance shall not result in a breach or violation
of, or constitute a default under, any material agreement or instrument (other than this
Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer
or any of its Subsidiaries is bound.




     (d) In the case of an election under Section 12.2, the Issuer shall have delivered to
the Trustee an Opinion of Counsel stating that (x) the Issuer has received from, or there
has been published by, the Internal Revenue Service a ruling, or (y) since the date of
execution of this Indenture, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such opinion shall confirm that,
the Holders of such Outstanding Securities will not recognize income, gain or loss for
federal income tax purposes as a result of the deposit and such defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if the deposit and such defeasance had not occurred.




     (e) In the case of an election under Section 12.3, the Issuer shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding
Securities will not recognize income, gain or loss for federal income tax purposes as a
result of such covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if the deposit
and such covenant defeasance had not occurred.




     (f) Notwithstanding any other provisions of this Section, such defeasance or covenant
defeasance shall be effected in compliance with and additional or substitute terms,
conditions or limitations in connection therewith pursuant to Section 2.3.





55









 




      (g) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for relating to
either the defeasance under Section 12.2 or the covenant defeasance under Section 12.3
(as the case may be) have been complied with.



     Section 12.5. Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions. Subject to the provisions of Section 9.4, all money and Government
Obligations (or other property as may be provided pursuant to Section 2.3) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 12.5, the “Trustee”) pursuant to Section 12.4 in respect of such Outstanding Securities
shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any paying agent
(including the Issuer 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 in respect of 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.



     The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or Government Obligations deposited pursuant to Section 12.4 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of such Outstanding Securities. The foregoing
sentence shall survive the termination of this Indenture and the earlier resignation or removal of
the Trustee.



     Anything in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or
pay to the Issuer from time to time upon Company Order any money or Government Obligations (or
other property and any proceeds therefrom) held by it as provided in Section 12.4 which, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as
applicable, in accordance with this Article.



     Section 12.6. Reinstatement. If the Trustee or any paying agent is unable to apply any
money in accordance with Section 12.5 with respect to any Securities by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Issuer’s obligations under this Indenture and such Securities shall be
revived and reinstated as though no deposit had occurred pursuant to Section 12.2 or 12.3, as the
case may be, until such time as the Trustee or paying agent is permitted to apply all such money in
accordance with Section 12.5; provided, however, that if the Issuer makes any payment of principal
of (or premium, if any) or interest, if any, on any such Security or following the reinstatement of
its obligations, the Issuer shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money held by the Trustee or paying agent.



56









 






     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, as of
June 2, 2008.



	 	 	 	 	 
	 	CARDINAL HEALTH, INC.

 	 
	 	By  	/s/ Jorge M. Gomez	 
	 	 	Name:  	Jorge M. Gomez	 
	 	 	Title:  	Executive Vice President and Treasurer	 
	 



	 	 	 	 	 
	Attest:

 	 	 
	By  	/s/ Elaine S. Natsis	 
	 	 	Name:  	Elaine S. Natsis	 
	 	 	Title:  	Assistant Secretary	 



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

 	 
	 	By  	/s/
Linda Garcia	 
	 	 	Name:  	Linda Garcia	 
	 	 	Title:  	Vice President	 
	 





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