EX-4.A





Exhibit 4(a)




PITNEY BOWES INC.




AND




CITIBANK, N.A.,




Trustee




Senior Debt Securities




INDENTURE




Dated as of February 14, 2005




 









 








CROSS REFERENCE SHEET*




     Provisions of Sections 310 through 318(a) inclusive of the Trust Indenture Act of 1939, as
amended, and the Indenture dated as of February 14, 2005 between Pitney Bowes Inc. and Citibank,
N.A., as Trustee.



	 	 	 
	 	 	Section of
	Section of Act	 	Indenture
	310(a)(1)
	 	6.10
	310(a)(2)
	 	6.10
	310(a)(3)
	 	N/A
	310(a)(4)
	 	N/A
	310(a)(5)
	 	6.10
	310(b)
	 	6.10
	310(c)
	 	N/A
	311(a)
	 	6.11
	311(b)
	 	6.11
	311(c)
	 	N/A
	312(a)
	 	4.01
	312(b)
	 	4.02(b)
	312(c)
	 	4.02(c)
	313(a)
	 	6.06
	313(b)
	 	6.06
	313(c)
	 	6.06
	313(d)
	 	6.06
	314(a)
	 	3.04 and 4.03
	314(b)
	 	N/A
	314(c)(1)
	 	2.04 and 11.05
	314(c)(2)
	 	2.04 and 11.05
	314(c)(3)
	 	N/A
	314(d)
	 	N/A
	314(e)
	 	11.05
	315(a)
	 	6.01(b)
	315(b)
	 	6.05
	315(c)
	 	6.01(a)
	315(d)
	 	6.01(c)
	315(e)
	 	5.10
	316(a)(1)(A)
	 	5.08
	316(a)(1)(B)
	 	5.09
	316(a)(2)
	 	N/A
	316(b)
	 	5.06
	316(c)
	 	2.07
	317(a)(1)
	 	5.02
	317(a)(2)
	 	5.02
	317(b)
	 	3.02 and 3.03
	318(a)
	 	11.07








 




			
	*	 	This cross reference sheet shall not, for any purpose, be deemed to be a part of the Indenture.




 









 









Attention should also be directed to Section 318(c) of the Trust Indenture Act of 1939, as amended,
which provides that the provisions of Sections 310 through 317 of such Act are a part of and govern
every qualified indenture, whether or not physically contained therein.




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE 1 DEFINITIONS
	 	 	1	 
	SECTION 1.01 Certain Terms Defined
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 SECURITIES
	 	 	5	 
	SECTION 2.01 Forms Generally
	 	 	5	 
	SECTION 2.02 Form of Trustee’s Certificate of Authentication
	 	 	5	 
	SECTION 2.03 Amount Unlimited; Issuable in Series
	 	 	6	 
	SECTION 2.04 Authentication and Delivery of Securities
	 	 	8	 
	SECTION 2.05 Execution of Securities
	 	 	9	 
	SECTION 2.06 Certificate of Authentication
	 	 	10	 
	SECTION 2.07 Denomination and Date of Securities; Payments of Interest
	 	 	10	 
	SECTION 2.08 Registration, Registration of Transfer and Exchange
	 	 	11	 
	SECTION 2.09 Mutilated, Defaced, Destroyed, Lost and Stolen Securities
	 	 	12	 
	SECTION 2.10 Cancellation of Securities
	 	 	13	 
	SECTION 2.11 Temporary Securities
	 	 	13	 
	SECTION 2.12 Securities in Global Form
	 	 	13	 
	SECTION 2.13 CUSIP Numbers
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 3 COVENANTS OF THE COMPANY
	 	 	14	 
	SECTION 3.01 Payment of Principal and Interest
	 	 	14	 
	SECTION 3.02 Offices for Payment, Etc
	 	 	14	 
	SECTION 3.03 Paying Agents
	 	 	15	 
	SECTION 3.04 Officers’ Certificate
	 	 	15	 
	SECTION 3.05 Calculation of Original Issue Discount
	 	 	16	 
	 
	 	 	 	 
	ARTICLE 4 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY
	 	 	16	 
	SECTION 4.01 Company to Furnish Trustee Information as to Names and Addresses of
Securityholders
	 	 	16	 
	SECTION 4.02 Reports by the Company
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 5 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
	 	 	18	 
	SECTION 5.01 Event of Default Defined; Acceleration of Maturity; Waiver of Default
	 	 	18	 
	SECTION 5.02 Collection of Indebtedness by Trustee; Trustee May Prove Debt
	 	 	20	 
	SECTION 5.03 Application of Proceeds
	 	 	22	 
	SECTION 5.04 Restoration of Rights on Abandonment of Proceedings
	 	 	22	 
	SECTION 5.05 Limitations on Suits by Securityholders
	 	 	23	 
	SECTION 5.06 Unconditional Right of Securityholders to Institute Certain Suits
	 	 	23	 
	SECTION 5.07 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default
	 	 	23	 
	SECTION 5.08 Control by Securityholders
	 	 	24	 
	SECTION 5.09 Waiver of Past Defaults
	 	 	24	 
	SECTION 5.10 Right of Court to Require Filing of Undertaking to Pay Costs
	 	 	24	 






i  









 






	 	 	 	 	 
	SECTION 5.11 Suits for Enforcement
	 	 	24	 
	 
	 	 	 	 
	ARTICLE 6 CONCERNING THE TRUSTEE
	 	 	25	 
	SECTION 6.01 Duties of Trustee
	 	 	25	 
	SECTION 6.02 Rights of Trustee
	 	 	26	 
	SECTION 6.03 Individual Rights of Trustee
	 	 	27	 
	SECTION 6.04 Trustee’s Disclaimer
	 	 	27	 
	SECTION 6.05 Notice of Defaults
	 	 	28	 
	SECTION 6.06 Reports by Trustee to Holders
	 	 	28	 
	SECTION 6.07 Compensation and Indemnity
	 	 	28	 
	SECTION 6.08 Replacement of Trustee
	 	 	29	 
	SECTION 6.09 Successor Trustee by Merger
	 	 	30	 
	SECTION 6.10 Eligibility; Disqualification
	 	 	30	 
	SECTION 6.11 Preferential Collection of Claims Against Company
	 	 	30	 
	 
	 	 	 	 
	ARTICLE 7 CONCERNING THE SECURITYHOLDERS
	 	 	30	 
	SECTION 7.01 Evidence of Action Taken by Securityholders
	 	 	30	 
	SECTION 7.02 Proof of Execution of Instruments
	 	 	30	 
	SECTION 7.03 Holders to Be Treated as Owners
	 	 	30	 
	SECTION 7.04 Securities Owned by Company Deemed Not Outstanding
	 	 	31	 
	SECTION 7.05 Right of Revocation of Action Taken
	 	 	31	 
	 
	 	 	 	 
	ARTICLE 8 SUPPLEMENTAL INDENTURES
	 	 	31	 
	SECTION 8.01 Supplemental Indentures Without Consent of Securityholders
	 	 	31	 
	SECTION 8.02 Supplemental Indentures with Consent of Securityholders
	 	 	32	 
	SECTION 8.03 Effect of Supplemental Indenture
	 	 	33	 
	SECTION 8.04 Documents to Be Given to Trustee
	 	 	34	 
	SECTION 8.05 Notation on Securities in Respect of Supplemental Indentures
	 	 	34	 
	 
	 	 	 	 
	ARTICLE 9 CONSOLIDATION, MERGER, SALE OR CONVEYANCE
	 	 	34	 
	SECTION 9.01 Company May Consolidate, Etc. on Certain Terms
	 	 	34	 
	SECTION 9.02 Successor Person Substituted
	 	 	34	 
	SECTION 9.03 Opinion of Counsel to Trustee
	 	 	35	 
	 
	 	 	 	 
	ARTICLE 10 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED FUNDS
	 	 	35	 
	SECTION 10.01 Satisfaction and Discharge of Indenture
	 	 	35	 
	SECTION 10.02 Application by Trustee of Funds Deposited for Payment of Securities
	 	 	38	 
	SECTION 10.03 Repayment of Amounts Held by Paying Agent
	 	 	38	 
	SECTION 10.04 Return of Unclaimed Amounts Held by Trustee and Paying Agent
	 	 	38	 
	SECTION 10.05 Reinstatement of Company’s Obligations
	 	 	39	 
	 
	 	 	 	 
	ARTICLE 11 MISCELLANEOUS PROVISIONS
	 	 	39	 
	SECTION 11.01 Incorporators, Shareholders, Officers and Directors of Company Exempt from
Individual Liability
	 	 	39	 
	SECTION 11.02 Provisions of Indenture for the Sole Benefit of Parties and
Securityholders
	 	 	39	 






ii  









 






	 	 	 	 	 
	SECTION 11.03 Successors and Assigns of Company Bound by Indenture
	 	 	39	 
	SECTION 11.04 Notices and Demands on Company, Trustee and Securityholders
	 	 	40	 
	SECTION 11.05 Officers’ Certificates and Opinions of Counsel; Statements to Be Contained
Therein
	 	 	40	 
	SECTION 11.06 Payments Due on Saturdays, Sundays and Holidays
	 	 	41	 
	SECTION 11.07 Conflict of Any Provision of Indenture with Trust Indenture Act
	 	 	41	 
	SECTION 11.08 New York Law to Govern; Waiver of Jury Trial
	 	 	41	 
	SECTION 11.09 Counterparts
	 	 	42	 
	SECTION 11.10 Effect of Headings; Gender
	 	 	42	 
	SECTION 11.11 Force Majeure
	 	 	42	 
	 
	 	 	 	 
	ARTICLE 12 REDEMPTION OF SECURITIES AND SINKING FUNDS
	 	 	42	 
	SECTION 12.01 Applicability of Article
	 	 	42	 
	SECTION 12.02 Notice of Redemption; Partial Redemptions
	 	 	42	 
	SECTION 12.03 Payment of Securities Called for Redemption
	 	 	44	 
	SECTION 12.04 Exclusion of Certain Securities from Eligibility for Selection for
Redemption
	 	 	44	 
	SECTION 12.05 Mandatory and Optional Sinking Funds
	 	 	44	 
	SECTION 12.06 Repayment at the Option of the Holders
	 	 	47	 
	SECTION 12.07 Conversion Arrangement on Call for Redemption
	 	 	47	 
	 
	 	 	 	 
	ARTICLE 13 CONVERSION OF SECURITIES
	 	 	48	 
	SECTION 13.01 Applicability of Article
	 	 	48	 
	SECTION 13.02 Right of Holders to Convert Securities into Common Shares
	 	 	48	 
	SECTION 13.03 Issuance of Common Shares on Conversions
	 	 	48	 
	SECTION 13.04 No Payment or Adjustment for Interest or Dividends
	 	 	49	 
	SECTION 13.05 Adjustment of Conversion Price
	 	 	50	 
	SECTION 13.06 No Fractional Shares to Be Issued
	 	 	53	 
	SECTION 13.07 Preservation of Conversion Rights upon Consolidation, Merger, Sale or
Conveyance
	 	 	53	 
	SECTION 13.08 Notice to Holders of the Securities of a Series Prior to Taking Certain
Types of Action
	 	 	54	 
	SECTION 13.09 Covenant to Reserve Shares for Issuance on Conversion of Securities
	 	 	54	 
	SECTION 13.10 Compliance with Governmental Requirements
	 	 	55	 
	SECTION 13.11 Payment of Taxes upon Certificates for Shares Issued upon Conversion
	 	 	55	 
	SECTION 13.12 Trustee’s Duties with Respect to Conversion Provisions
	 	 	55	 
	SECTION 13.13 Conversion of Securities into Preferred Shares or Other Securities
	 	 	55	 






iii  









 






     This INDENTURE (this “Indenture”), dated as of February 14, 2005 between PITNEY BOWES INC., a
Delaware corporation (the “Company”), and Citibank, N.A., a national banking association, as
trustee (the “Trustee”).



RECITALS




     A. The Company has duly authorized the issue from time to time of its unsecured debentures,
notes or other evidences of indebtedness (the “Securities”) to be issued in one or more Series.



     B. 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 purchase of the Securities by the
Holders thereof, it is mutually agreed for the equal and ratable benefit of the Holders from time
to time of the Securities or of Series thereof as follows.



ARTICLE 1

DEFINITIONS




     SECTION 1.01 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
1.01. All other terms (except as herein otherwise expressly provided or unless the context
otherwise clearly requires) used in this Indenture that are defined in the Trust Indenture Act or
the definitions of which in the Securities Act are referred to in the Trust Indenture Act,
including terms defined therein by reference to the Securities Act, shall have the meanings
assigned to such terms in the Trust Indenture Act and the 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 GAAP. The words “herein”, “hereof” and “hereunder” and
other words of similar import refer to this Indenture as a whole, as supplemented and amended from
time to time, and not to any particular Article, Section or other subdivision. The terms defined
in this Article 1 have the meanings assigned to them in this Article 1 and include the plural as
well as the singular.



     “Board of Directors” means either the Board of Directors of the Company or any duly authorized
committee of that Board or any duly authorized committee created by that Board.



     “Business Day”, except as may otherwise be provided in the form of Securities of any
particular Series, with respect to any Place of Payment or place of publication means any day,
other than a Saturday, Sunday or day on which banking institutions are authorized or required by
law or regulation to close in that Place of Payment or place of publication.



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act, 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, then the body performing such duties on such date.



     “Common Shares” means the shares of common stock, par value $1.00 per share, of the Company as
they exist on the date of this Indenture, or any other shares of capital stock of the Company into
which such shares shall be reclassified or changed.



     “Company” means the Person identified as the “Company” in the first paragraph hereof until a
successor corporation shall have become such pursuant to the applicable provisions hereof, and
thereafter “Company” shall mean such successor corporation.



     “Corporate Trust Office” means the principal corporate trust office of the Trustee at which at
any particular time its corporate trust business shall be administered, which office at the date of
execution of this Indenture is located at 388 Greenwich Street, 14th Floor, New York, New York
10013, Attention: Citibank Agency & Trust.



     “defaulted interest” has the meaning specified in Section 2.07.



     “defeasance” has the meaning specified in Section 10.01(b).



     “Depository”, with respect to Securities of any Series for which the Company shall determine
that such Securities will be issued as a Depository Security, means The Depository Trust Company or
another clearing agency or any successor registered under the Securities Exchange Act or other
applicable statute or regulation, which, in each case, shall be designated by the Company pursuant
to Sections 2.03 and 2.12.



     “Depository Security”, with respect to any Series of Securities, means a Security executed by
the Company and authenticated and delivered by the Trustee to the Depository or pursuant to the
Depository’s instruction, all in accordance with this Indenture and pursuant to a resolution of the
Board of Directors or an indenture supplemental hereto as contemplated by Section 2.03, which shall
be registered as to principal and interest in the name of the Depository or its nominee and shall
represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of
the Outstanding Securities of such Series.



     “Event of Default” has the meaning specified in Section 5.01.



     “GAAP” means such accounting principles as are generally accepted at the time of any
computation hereunder.



     “Government Obligations”, unless otherwise specified pursuant to Section 2.03, means
securities that are (i) direct obligations of the United States government or (ii) obligations of a
Person controlled or supervised by, or acting as an agency or instrumentality of, the United States
government, the payment of which obligations is unconditionally guaranteed by such government, and
that, in either case, are full faith and credit obligations of such government and are not callable
or redeemable at the option of the issuer thereof.



 2 









 





     “Holder”, “Holder of Securities”, “Registered Holder”, “Securityholder” or other similar terms
mean the Person in whose name at the time a particular Security is registered in the Security
register.



     “Indenture” means this instrument as originally executed or as it may from time to time be
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 by
Section 2.03.



     “Instructions” means instructions acceptable to the Trustee issued pursuant to the written
order of the Company, signed by its chief executive officer, president or any vice president, and
by its treasurer, secretary or any assistant treasurer or assistant secretary. Instructions need
not comply with the provisions of Section 11.05.



     “Officers’ Certificate” means a certificate signed on behalf of the Company by the chief
executive officer, president or any vice president and by the treasurer, controller, secretary, or
any assistant treasurer or any assistant secretary of the Company and delivered to the Trustee.
Each such certificate shall include the statements provided for in Section 11.05.



     “Opinion of Counsel” means a written opinion of legal counsel who may be an employee of or
counsel to the Company and who shall be reasonably acceptable to the Trustee. Each Opinion of
Counsel shall include the statements provided for in Section 11.05, if and to the extent required
hereby.



     “original issue date” of any Security means the date set forth as such on such Security.



     “Original Issue Discount Security” means any Security that provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
maturity thereof pursuant to Section 5.01.



     “Outstanding”, when used with reference to Securities of any Series as of any particular time,
subject to the provisions of Section 7.04, means all Securities of that Series authenticated and
delivered 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 the
necessary funds in the required currency shall have been deposited in trust with the Trustee
or with any Paying Agent other than the Company, or shall have been set aside, segregated
and held in trust by the Company for the holders of such Securities if the Company shall act
as its 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;




     (c) Securities paid pursuant to Section 2.09 or in substitution for which other
Securities shall have been authenticated and delivered pursuant to the terms of



 3 









 







Section 2.09, except with respect to any such Security as to which proof satisfactory to the
Trustee and the Company is presented that such Security is held by a person in whose hands
such Security is a legal, valid and binding obligation of the Company;




     (d) Securities converted into Common Shares or Preferred Shares in accordance with or
as contemplated by this Indenture; and




     (e) Securities with respect to which the Company has effected defeasance as provided in
Article 10.



     “Paying Agent” means any Person, which may include the Company, authorized by the Company to
pay the principal of or interest, if any, on any Security of any Series on behalf of the Company.



     “Periodic Offering” means an offering of Securities of a Series from time to time, during
which any or all of the specific terms of the Securities, including the rate or rates of interest,
if any, thereon, the maturity or maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by the Company or its agents upon the issuance of such
Securities.



     “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”, when used with respect to the Securities of any Series, means the place or
places where the principal of and interest, if any, on the Securities of that Series are payable as
specified pursuant to Section 3.02.



     “Preferred Shares” means any shares of capital stock issued by the Company that are entitled
to a preference or priority over the Common Shares upon any distribution of the Company’s assets,
whether by dividend or upon liquidation.



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



     “Responsible Officer”, when used with respect to the Trustee, means any officer within the
corporate trust department of the Trustee including any vice president, assistant vice president,
senior trust officer, trust officer or any other officer or assistant officer of the Trustee
customarily performing functions similar to those performed by the individuals who at the time
shall be such officers, respectively, or to whom any corporate trust matter is referred at the
Corporate Trust Office because of his or her knowledge of and familiarity with the particular
subject.



     “Securities Act” means the Securities Act of 1933, as amended, as in force at the date as of
which this Indenture was originally executed.



     “Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, as in force
at the date as of which this Indenture was originally executed.



 4 









 





     “Security” or “Securities” has the meaning stated in the first recital of this Indenture and
more particularly means any securities authenticated and delivered under this Indenture.



     “Series” or “Series of Securities” means all Securities of a similar tenor authorized by a
particular resolution of the Board of Directors or in one or more indentures supplemental hereto.



     “Trust Indenture Act”, except as otherwise provided in Sections 8.01 and 8.02, means the Trust
Indenture Act of 1939, as amended, as in force at the date as of which this Indenture was
originally executed.



     “Trustee” means the Person identified as the “Trustee” in the first paragraph hereof until a
successor Trustee shall have become such pursuant to the applicable provisions hereof, and
thereafter “Trustee” shall mean each Person who is then a Trustee hereunder. If at any time there
is more than one such Person, “Trustee” as used with respect to the Securities of any Series means
the Trustee with respect to Securities of that Series.



     “United States of America” means the United States of America, including the states and the
District of Columbia, its territories, possessions, the Commonwealth of Puerto Rico and other areas
subject to its jurisdiction.



     “vice president” when used with respect to the Company 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.”



ARTICLE 2

SECURITIES




     SECTION 2.01 Forms Generally. The Securities of each Series shall be substantially in such
form, including temporary or definitive global form, as shall be established by or pursuant to a
resolution of the Board of Directors and set forth in an Officers’ Certificate, or in one or more
indentures supplemental hereto or, in the case of a Periodic Offering, Instructions, 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, 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 may be printed or reproduced in any other manner, all as determined
by the officers executing such Securities as evidenced by their execution of such Securities.



     SECTION 2.02 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.



 5 









 





	 	 	 	 	 	 	 
	 	 	CITIBANK, N.A., as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 	 	— or —	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A., as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	, as	 
	 

	 	 	 	 

	 	 
	 	 	Authentication Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






     SECTION 2.03 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, or in the case of a Periodic Offering, Instructions,
prior to the issuance of Securities of any Series:




     (a) the title of the Securities of the Series, which shall distinguish the Securities
of the Series from all other Securities issued by the Company;




     (b) any limit upon the aggregate principal amount of the Securities of the Series that
may be authenticated and delivered under this Indenture, except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for or in lieu of, other
Securities of the Series pursuant to Section 2.08, 2.09, 2.11, 8.05 or 12.03;




     (c) if other than 100% of their principal amount, the percentage of their principal
amount at which the Securities of the Series will be offered for sale to the public;




     (d) the date or dates on which the principal of the Securities of the Series is payable
or the method of determination thereof;




     (e) the rate or rates, which may be fixed or variable, or the method or methods of
determination thereof (including any procedures to vary or reset such rate or rates), at
which the Securities of the Series shall bear interest, if any, the date or dates from which
such interest shall accrue, the interest payment dates on which such interest shall be
payable or the manner of determination of such interest payment dates and the record dates
for the determination of Holders to whom interest is payable;



 6 









 






     (f) the place or places where the principal and interest, if any, on Securities of the
Series shall be payable if other than as provided in Section 3.02;




     (g) 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 Company;




     (h) 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 5.01 or provable in bankruptcy pursuant to Section
5.02;




     (i) the obligation, if any, of the Company to redeem, purchase or repay Securities of
the Series whether pursuant to any sinking fund or analogous provisions or pursuant to other
provisions set forth therein 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;




     (j) the right, if any, of the Company to extend the interest payment periods or defer
the payment of interest and the duration of such extension or deferral;




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




     (l) the form of the Securities, including such legends as required by law or as the
Company deems necessary or appropriate and the form of any temporary global security that
may be issued;




     (m) whether, and under what circumstances, the Securities of any Series shall be
convertible into other securities of the Company and, if so, the terms and conditions upon
which such conversion will be effected, including the initial conversion price or rate, the
conversion period and other provisions in addition to or in lieu of those described herein;




     (n) the currency or currencies in which payment of the principal of and interest on,
Securities of such Series shall be payable;




     (o) the terms of any repurchase or remarketing rights;




     (p) if other than the Trustee, any trustees, authenticating agents, Paying Agents,
transfer agents or registrars or any other agents with respect to the Securities of such
Series;




     (q) if the Securities of such Series do not bear interest, the applicable dates for
purposes of Section 4.01;



 7 









 






     (r) whether the Securities of such Series are to be issuable in whole or in part in the
form of one or more Depository Securities and, in such case, the Depository for such
Securities;




     (s) any restrictive covenants or additional Events of Default that will apply to the
Securities of such Series, or any changes to the Events of Default set forth in Section 5.01
that will apply to the Securities of such Series, which may consist of establishing
different terms or provisions from those set forth in Article 3 or Section 5.01 or
eliminating any such Event of Default with respect to the Securities of such Series;




     (t) the application, if any, of Section 10.01(b) to the Securities of such Series;




     (u) any and all additional, eliminated or changed terms that shall apply to the
Securities of such Series, including any terms which may be required by or advisable under
United States laws or regulations (including the Securities Act and the rules and
regulations promulgated thereunder) or advisable in connection with the marketing of
Securities of such Series; and




     (v) whether the Securities of such Series shall be subject to a Periodic Offering.



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



     SECTION 2.04 Authentication and Delivery of Securities. At any time and from time to time
after the execution and delivery of this Indenture, the Company may deliver Securities of any
Series executed by the Company to the Trustee for authentication, together with a written order of
the Company, signed by its chief executive officer, president or any vice president, and by its
treasurer, secretary, or any assistant treasurer or any assistant secretary for the authentication
and delivery of such Securities and the Trustee, in accordance with such order of the Company,
shall authenticate and deliver such Securities. In the case of Securities offered in a Periodic
Offering, however, the Trustee shall authenticate and deliver such Securities from time to time in
accordance with Instructions or such other procedures acceptable to the Trustee as may be specified
by or pursuant to a supplemental indenture or the written order of the Company delivered to the
Trustee prior to the time of the first authentication of Securities of such Series. At the time of
the first authentication of Securities of a Series that provides for the issuance of Securities of
that Series from time to time, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive and subject to Section
6.01 shall be fully protected in relying upon:




     (a) 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 Company;




     (b) a supplemental indenture, if any;



 8 









 






     (c) an Officers’ Certificate setting forth the form and terms of the Securities of such
Series as required pursuant to Sections 2.01 and 2.03, respectively, and prepared in
accordance with Section 11.05; and




     (d) an Opinion of Counsel, prepared in accordance with Section 11.05, which shall
state:




     (i) that the form or forms and terms of such Securities have been established
by or pursuant to a resolution of the Board of Directors or by a supplemental
indenture as permitted by Sections 2.01 and 2.03 in conformity with the provisions
of this Indenture; and




     (ii) that such Securities have been duly authorized and, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such opinion of counsel, will constitute valid and binding
obligations of the Company enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other
laws relating to or affecting the enforcement of creditors’ rights generally and by
general equitable principles, regardless of whether such enforceability is
considered in a proceeding in equity or at law.


With respect to Securities of a Series subject to a Periodic Offering, however, the Trustee may
conclusively rely, as to the authorization by the Company of any of such Securities, the forms and
terms thereof and the legality, validity, binding effect and enforceability thereof, upon the
written order of the Company, Opinion of Counsel, Officers’ Certificate and other documents
delivered pursuant to this Section 2.04 at or prior to the time of the first authentication of
Securities of such Series unless and until such written order, Opinion of Counsel, Officers’
Certificate or other documents have been superseded or revoked or expire by their terms.




     The Trustee shall have the right to decline to authenticate and deliver any Securities under
this Section 2.04 if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties or immunities under this Indenture in a manner not reasonably
acceptable to the Trustee.



     SECTION 2.05 Execution of Securities. The Securities shall be signed on behalf of the
Company by its chief executive officer, president or any vice president and its treasurer,
secretary or any assistant treasurer or assistant secretary, under its corporate seal. Such
signatures may be the manual or facsimile signatures of such officers. The seal of the Company may
be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. Typographical and other minor errors or defects in any such
reproduction of the seal or 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 Company who shall have signed any of the Securities shall cease to
be such officer before the Security so signed shall be authenticated and delivered by the Trustee
or disposed of by the Company, such Security nevertheless may be authenticated and



 9 









 







delivered or disposed of as though the person who signed such Security had not ceased to be
such officer of the Company. Any Security may be signed on behalf of the Company by such
individuals as, at the actual date of the execution of such Security, shall be the proper officers
of the Company, although at the date of the execution and delivery of this Indenture any such
individual was not such an officer.



     SECTION 2.06 Certificate of Authentication. Only such Securities as shall bear thereon a
certificate of authentication substantially in the form set forth in Section 2.02 and executed by
the Trustee by the manual signature of one of its authorized signatories 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 Company 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 2.07 Denomination and Date of Securities; Payments of Interest. The Securities shall
be issuable in denominations as shall be specified as contemplated by Section 2.03. In the absence
of any such specification with respect to the Securities of any Series, Securities shall be
issuable in denominations of $1,000 and any integral multiple thereof, and interest shall be
computed on the basis of a 360-day year of twelve 30-day months. The Securities shall be numbered,
lettered or otherwise distinguished in such manner or in accordance with such plan as the officers
of the Company executing the same may determine with the approval of the Trustee as evidenced by
its execution and authentication thereof.



     Each Security shall be dated the date of its authentication.



     Unless otherwise provided as contemplated by Section 2.03, interest on any Security that is
payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to
the person in whose name that Security, or one or more predecessor securities, is registered at the
close of business on the regular record date for the payment of such interest.



     The term “record date” as used with respect to any interest payment date (except for a date
for payment of defaulted interest) means the date specified as such in the terms of the Securities
of any particular Series or, if no such date is so specified, the close of business on the
fifteenth day preceding such interest payment date, whether or not such record date is a Business
Day.



     Any interest on any Security of any Series that is payable but not punctually paid or duly
provided for (“defaulted interest”) on any interest payment date shall forthwith cease to be
payable to the Registered Holder on the relevant record date by virtue of such Holder having been a
Holder on such record date. Such defaulted interest may be paid by the Company, at its election in
each case, as provided in clause (a) or clause (b) below:




     (a) The Company may elect to make payment of any defaulted interest to the persons in
whose names any such Securities (or their respective predecessor Securities) are registered
at the close of business on a special record date for the payment of such defaulted
interest, which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on



 10 









 







each Security of such Series and the date of the proposed payment and at the same time
the Company shall deposit with the Trustee funds equal to the aggregate amount proposed to
be paid in respect of such defaulted interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment. Such funds when
deposited shall be held in trust for the benefit of the Persons entitled to such defaulted
interest as provided in this clause (a). Thereupon the Trustee promptly shall fix a special
record date for the payment of such defaulted interest in respect of Securities of such
Series, which shall be not more than 15 nor less than ten days prior to the date of the
proposed payment. The Trustee promptly shall notify the Company of such special record date
and, in the name and at the expense of the Company, shall cause notice of the proposed
payment of such defaulted interest and the special record date thereof to be mailed, first
class postage prepaid, to each Registered Holder at his address as it appears in the
Security register, not less than ten days prior to such special record date. Notice of the
proposed payment of such defaulted interest and the special record date therefor having been
mailed as aforesaid, such defaulted interest in respect of Securities of such Series shall
be paid to the persons in whose names such Securities (or their respective predecessor
Securities) are registered on such special record date and such defaulted interest shall no
longer be payable pursuant to the following clause (b).




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



     Subject to the foregoing provisions of this Section 2.07, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such
other Security.



     SECTION 2.08 Registration, Registration of Transfer and Exchange. The Company will cause to
be kept at each office or agency to be maintained for the purpose as provided in Section 3.02 a
register or registers (the “Security register”) in which, subject to such reasonable regulations as
it may prescribe, the Company will provide for the registration and the registration of transfer of
the Securities. The Trustee is hereby appointed Security registrar for purposes of registering,
and registering transfers of, the Securities.



     Upon surrender 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 3.02, the Company shall execute,
and the Trustee shall authenticate and make available for delivery in the name of the transferee or
transferees, a new Security or Securities of the same Series and of like tenor and containing the
same terms (other than the principal amount thereof, if more than one Security is executed,
authenticated and delivered with respect to any security so presented, in which case the aggregate
principal amount of the executed, authenticated and delivered Securities shall equal the principal
amount of the Security presented in respect thereof) and conditions.



 11 









 





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



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



     No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of an amount sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 2.11, 8.05 or 12.03 not involving any
transfer.



     The Company shall not be required (i) to issue, register the transfer of or exchange any
Security during a 15-day period prior to the day of mailing of the relevant notice of redemption or
(ii) to register the transfer of or exchange any Security so selected for redemption in whole or in
part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.



     SECTION 2.09 Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any
temporary or definitive Security shall become mutilated or defaced or be destroyed, lost or stolen,
the Company shall execute, and upon the written request of any officer of the Company, the Trustee
shall authenticate and make available for delivery a new Security of the same Series and of like
tenor and principal amount and with the same terms and conditions, 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 Company and to 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 Company may require the payment of an amount
sufficient to cover any tax or other governmental charge that may be imposed in relation thereto
and any other expenses, including the reasonable 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 Company,
instead of issuing a substitute Security, may pay or authorize the payment of the same without
surrender thereof except in the case of a mutilated or defaced Security. The applicant for such
payment shall furnish to the Company and to the Trustee such security or indemnity as any of them
may require to save each of them harmless. In every case of destruction, loss or theft, the
applicant also shall furnish to the Company and the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Security and of the ownership thereof.



 12 









 





     Every substitute Security of any Series issued pursuant to the provisions of this Section 2.09
by virtue of the fact that any Security is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall
be at any time enforceable by anyone and shall be entitled to all the benefits of and 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, destroyed, lost or stolen Securities and shall preclude any and all other rights or
remedies, notwithstanding any law or statute to the contrary with respect to the replacement or
payment of negotiable instruments or other securities without their surrender.



     SECTION 2.10 Cancellation of Securities. 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 Company or any agent of the Company 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 the
provisions of this Indenture. The Company at any time may deliver to the Trustee for cancellation
any Securities previously authenticated hereunder which the Company has not issued and sold and all
Securities so delivered shall be promptly cancelled by the Trustee. The Trustee or its agent shall
dispose of cancelled Securities held by it and deliver a certificate of disposition to the Company.
If the Company shall acquire any of the Securities, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities unless the same are
delivered to the Trustee for cancellation.



     SECTION 2.11 Temporary Securities. Pending the preparation of definitive Securities for any
Series, the Company may execute and the Trustee shall authenticate and make available for delivery
temporary Securities for such Series, which may be printed, typewritten or otherwise reproduced, in
each case in form reasonably acceptable to the Trustee. Temporary Securities of any Series may be
issued in 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 Company with the reasonable 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 Company 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 Company 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
Company for that purpose pursuant to Section 3.02, and the Trustee shall authenticate and make
available for delivery 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.



     SECTION 2.12 Securities in Global Form. If Securities of a Series are issuable in global
form, as specified as contemplated by Section 2.03, then, notwithstanding the provisions of



 13 









 







Sections 2.03(k) and Section 2.07, such Security shall represent such of the Outstanding
Securities of such Series as shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby from time to time may be reduced to
reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities represented thereby may be made by
the Trustee in such manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company order to be delivered to the Trustee pursuant to Section 2.04.
Subject to the provisions of Section 2.04, the Trustee shall deliver and redeliver any Security in
definitive global form in the manner and upon written instructions given by the Person or Persons
specified therein or in the applicable Company order. If a Company order pursuant to Section 2.04
has been, or simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in writing but need not
comply with Section 11.05 and need not be accompanied by an Opinion of Counsel.



     Unless otherwise specified as contemplated by Section 2.03, payment of principal of and any
interest on any Security in definitive global form shall be made to the Person or Persons specified
therein.



     Except as provided in the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee shall treat a Person as the Holder of such principal amount of outstanding
Securities represented by a definitive global Security as shall be specified in a written statement
of the Holder of such definitive global Security.



     SECTION 2.13 CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” numbers if
then generally in use and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as
a convenience to Holders. Any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification numbers printed on the
Securities. No such redemption shall be affected by any defect in or omission of such numbers.
The Company promptly will notify the Trustee in writing of any change in the CUSIP numbers.



ARTICLE 3

COVENANTS OF THE COMPANY




     SECTION 3.01 Payment of Principal and Interest. The Company covenants and agrees for the
benefit of each particular 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 in accordance with
the terms of the Securities of such Series and this Indenture.



     SECTION 3.02 Offices for Payment, Etc. So long as any of the Securities remain outstanding,
the Company will maintain the following for each Series: an office or agency where the Securities
may be presented for payment or conversion; where the Securities may be presented for registration
of transfer and for exchange; and where notices and demands to or upon the Company in respect of
the Securities or of this Indenture may be served. The Company



 14 









 







will give to the Trustee written notice of the location of any such office or agency and of
any change of location thereof. In case the Company 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. Unless otherwise specified pursuant to Section 2.03, the Trustee is hereby appointed
Paying Agent.



     SECTION 3.03 Paying Agents. Whenever the Company 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 3.03:




     (a) that it will hold all amounts received by it as such Paying Agent for the payment
of the principal of or interest on the Securities of such Series in trust for the benefit of
the Holders of the Securities of such Series and, upon the occurrence of an Event of Default
and upon the written request of the Trustee, pay over all such amounts received by it to the
Trustee; and




     (b) that it will give the Trustee notice of any failure by the Company 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.



     On or prior to each due date of the principal of or interest on the Securities of such Series,
the Company will deposit with the Paying Agent sufficient funds to pay such principal or interest
so becoming due and, unless such Paying Agent is the Trustee, notify the Trustee of any failure to
take such action.



     If the Company shall act as its own Paying Agent with respect to the Securities of any Series,
on or before each due date of the principal of or interest on the Securities of such Series it will
set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such
Series sufficient funds to pay such principal or interest so becoming due. The Company will
promptly notify the Trustee of any failure to take such action.



     At any time, for the purpose of obtaining a satisfaction and discharge with respect to one or
more or all Series of Securities or for any other reason, the Company may pay or cause to be paid
to the Trustee all amounts held in trust for any such Series by the Company or any Paying Agent,
such amounts to be held by the Trustee in trust pursuant to this Indenture.



     The agreement to hold amounts in trust as provided in this Section 3.03 is subject to the
provisions of Sections 10.03 and 10.04.



     SECTION 3.04 Officers’ Certificate. The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year of the Company ending after the date hereof, a statement
signed by the principal executive officer, principal financial officer or principal accounting
officer, which need not constitute an Officers’ Certificate, as to the Company’s compliance with
all conditions and covenants under the Indenture (such compliance to be determined without regard
to any period of grace or requirement of notice provided under the Indenture).



 15 









 





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



     SECTION 3.05 Calculation of Original Issue Discount. The Company shall file with the
Trustee, within 60 days after the end of each calendar year, a written notice specifying the amount
of original issue discount, if any, including daily rates and accrual periods, accrued on each
Series of Outstanding Securities as of the end of such year.



ARTICLE 4

SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY




     SECTION 4.01 Company to Furnish Trustee Information as to Names and Addresses of
Securityholders. The Company will furnish or cause to be furnished to the Trustee a list in such
form as the Trustee reasonably may require of the names and addresses of the Holders of the
Securities of each Series:




     (a) semiannually, and not more than 15 days after each record date for the payment of
interest on such Securities, as of such record date; and




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



     If the Trustee shall be the Security registrar for such Series, no such list shall be required
to be furnished to the Trustee.



     SECTION 4.02. Preservation and Disclosure of Securityholders’ Lists.




     (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the Holders of each Series of Securities
contained in the most recent list furnished to it as provided in Section 4.01 or maintained
by the Trustee in its capacity as Security registrar for such Series. The Trustee may
destroy any list furnished to it as provided in Section 4.01 upon receipt of a new list so
furnished.



 16 









 






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




     (i) shall afford to such applicants access to the information preserved at the
time by the Trustee in accordance with the provisions of Section 4.02(a); or




     (ii) shall inform such applicants as to the approximate number of Holders of
Securities of such Series or all Securities, as the case may be, whose names and
addresses appear in the information preserved at the time by the Trustee, in
accordance with the provisions of Section 4.02(a), and as to the approximate cost of
mailing to such Securityholders the form of proxy or other communication, if any,
specified in such application.




     If the Trustee shall elect not to afford to such applicants access to such information,
the Trustee, upon the written request of such applicants, shall mail to each Securityholder
of such Series or all Securities, as the case may be, whose name and address appear in the
information preserved at the time by the Trustee in accordance with the provisions of
Section 4.02(a), a copy of the form of proxy or other communication that is specified in
such request, with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such applicants and
file with the Commission together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would be contrary
to the best interests of the Holders of Securities of such Series or all Securities, as the
case may be, or could be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an order refusing to
sustain any of such objections or if, after the entry of such order sustaining one or more
of such objections, the Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met, and shall enter an order so declaring,
the Trustee shall mail copies of such material to all such Securityholders with reasonable
promptness after the entry of such order and the renewal of such tender; otherwise the
Trustee shall be relieved of any obligation or duty to such applicants respecting their
application.




     (c) Each and every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any agent of the
Company or the Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of Securities in accordance with
the provisions of Section 4.02(b), regardless of the source



 17 









 







from which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under such Section
4.02(b).



     SECTION 4.02 Reports by the Company. The Company:




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




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




     (c) will transmit by mail to the Holders of Securities in the manner and to the extent
required by Section 6.06, within 30 days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the Company
pursuant to Sections 4.03(a) and (b) as may be required to be transmitted to such Holders by
rules and regulations prescribed from time to time by the Commission.



     Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officers’ Certificates).



ARTICLE 5

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT




     SECTION 5.01 Event of Default Defined; Acceleration of Maturity; Waiver of Default. “Event
of Default”, with respect to Securities of any Series, means any 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) unless it is either inapplicable to a particular Series or



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it is specifically deleted or modified in or pursuant to the supplemental indenture or resolution of
the Board of Directors establishing such Series of Securities or in the form of Security for such
Series:




     (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;




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




     (c) default in the performance or breach of any covenant or warranty contained in the
Securities of such Series or in this Indenture (other than a covenant or warranty a default
in whose performance or whose breach is elsewhere in this Section 5.01 specifically dealt
with or which has expressly been included in this Indenture solely for the benefit of one or
more Series of Securities other than that Series), and continuance of such default or breach
for a period of 90 days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that Series, a written notice specifying
such default or breach and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder;




     (d) the entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order (1) adjudging the Company a bankrupt or insolvent, (2) approving as
properly filed a petition seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company under any applicable Federal or State law, (3) appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of any substantial part of its property or (4) ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for relief or
any such other decree or order unstayed and in effect for a period of 90 consecutive days;




     (e) the commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or
of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by
it to the entry of a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or the consent
by it to the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the
Company or of any substantial part of its property, or the making by it of an assignment for
the benefit of creditors; or



 19 









 






     (f) any other Event of Default provided with respect to Securities of such Series in
the supplemental indenture or resolution of the Board of Directors establishing such Series.



     If an Event of Default occurs and is continuing with respect to the Securities of any Series,
then and in each and every such case, unless the principal of all Securities of such Series shall
have already become due and payable, either the Trustee for such Series or the Holders of not less
than 25% in aggregate principal amount at maturity of the Securities of such Series then
Outstanding, by notice in writing to the Company and to the Trustee if given by such Holders, may
declare the principal of all the Securities of such Series to be due and payable immediately, and
upon any such declaration the same shall become and shall be immediately due and payable. This
provision, however, is subject to the condition that if at any time after the principal of the
Securities of such Series shall have been so declared due and payable, and before any judgment or
decree for the payment of the amounts due shall have been obtained or entered as hereinafter
provided, the Company shall have paid or deposited with the Trustee sufficient funds to pay all
matured installments of interest, if any, upon all the Securities of such Series and the principal
of the Securities of such Series that shall have become due other than by such acceleration (with
interest upon such principal and, to the extent that payment of such interest is enforceable under
applicable law, upon overdue installments of interest, at the rate borne by the Securities of such
Series to the date of such payment or deposit) and all other defaults under this Indenture, other
than the nonpayment of the principal of Securities of such Series that shall have become due by
such acceleration, shall have been remedied, then and in every such case the Holders of a majority
in aggregate principal amount at maturity of the Securities of such Series then Outstanding, by
written notice to the Company and to the Trustee for the Securities of such Series, may waive all
defaults 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.



     SECTION 5.02 Collection of Indebtedness by Trustee; Trustee May Prove Debt. If the Company
shall fail to pay 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 shall fail to pay 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 for the Securities
of such Series, the Company will pay to the Trustee for the Securities of such Series 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 of 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 specified in the Securities of such Series) and
such further amount as shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to and expenses incurred by the Trustee and each predecessor Trustee and
their respective agents, attorneys and counsel.



     Until such demand is made by the Trustee, the Company may pay the principal of and interest on
the Securities of any Series to the persons entitled thereto, whether or not the principal of and
interest on the Securities of such Series are overdue.



 20 









 





     If the Company shall fail to pay such amounts upon such demand, the Trustee for the Securities
of such Series, 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 amounts so due
and unpaid. In any such case, the Trustee may prosecute any such action or proceedings to judgment
or final decree and may enforce any such judgment or final decree against the Company or other
obligor upon such Securities and collect in the manner provided by law out of the property of the
Company or other obligor upon such Securities, wherever situated, the amounts adjudged or decreed
to be payable.



     If (i) there shall be pending proceedings relative to the Company 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, (ii) a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken
possession of the Company or its property or such other obligor or (iii) any other comparable
judicial proceedings relative to the Company or other obligor under the Securities of any Series,
or to the creditors or property of the Company or such other obligor, shall be pending, and
irrespective of whether the principal of any Securities shall then be due and payable or whether
the Trustee shall have made any demand pursuant to the provisions of this Section 5.02, the Trustee
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
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, and expenses incurred by, the Trustee
and each predecessor Trustee, and their respective agents, attorneys and counsel) and of the
Securityholders allowed in any judicial proceedings relative to the Company or other obligor
upon all Securities of any Series, or to the creditors or property of the Company or such
other obligor; and




     (b) to collect and receive any funds 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 Holders
to make payments to the Trustee for the Securities of such Series, and, in the event that
such Trustee shall consent to the making of payments directly to the Securityholders, to pay
to such Trustee such amounts as shall be sufficient to cover reasonable compensation to and
expenses incurred by such Trustee, each predecessor Trustee and their respective agents,
attorneys and counsel and all other amounts due to such Trustee or any predecessor Trustee
pursuant to Section 6.07.



     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any 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.



 21 









 





     All rights of action and of asserting claims under this Indenture or under any of the
Securities may be enforced by the Trustee for the Securities of such Series without the possession
of any of the Securities of such Series or the production thereof at any trial or other proceedings
relative thereto. Any such action or proceedings instituted by the Trustee shall be brought in its
own name as trustee of an express trust. 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 for the Securities of such Series, the Trustee shall
be held to represent all the Holders of the Securities in respect of which such action was taken,
and it shall not be necessary to make any Holders of such Securities parties to any such
proceedings.



     SECTION 5.03 Application of Proceeds. Any amounts collected by the Trustee for the
Securities of such Series pursuant to this Article 5 in respect of the Securities of any Series
shall be applied in the following order at the date or dates fixed by such Trustee and, in case of
the distribution of such amounts on account of principal or interest, upon presentation of the
several Securities in respect of which amounts 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 amounts have been collected, including reasonable compensation to and expenses
incurred by the Trustee and each predecessor Trustee and their respective agents and
attorneys and all other amounts due to the Trustee or any predecessor Trustee pursuant to
Section 6.07;




     SECOND: to the payment of the amounts then due and unpaid for principal of and
interest on the Securities of such Series in respect of which amounts have been collected,
such payments to be made ratably to the persons entitled thereto, without discrimination or
preference, according to the amounts then due and payable on such Securities for principal
and interest; and




     THIRD: to the payment of the remainder, if any, to the Company or any other Person
lawfully entitled thereto.



     SECTION 5.04 Restoration of Rights on Abandonment of Proceedings. If the Trustee for the
Securities of any Series 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, the Company and the Trustee, subject to the determination in any such
proceeding, shall be restored to their former positions and rights hereunder, and all rights,
remedies and powers of the Company, the Trustee and the Securityholders shall continue as though no
such proceedings had been taken.



 22 









 





     SECTION 5.05 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 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 such Holder previously shall have given
to the Trustee written notice of an Event of Default and of the continuance thereof and 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 its own name as trustee hereunder and shall have offered to the Trustee indemnity
satisfactory to it as it may require, against the costs, expenses and liabilities to be incurred
therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action or proceeding and no direction
inconsistent with such written request shall have been given to the Trustee during such 60-day
period by Holders of a majority in principal amount of the Securities of such Series then
Outstanding; it being understood and intended, and being expressly covenanted by the Holder of
every Security with every other Holder of a Security 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.



     SECTION 5.06 Unconditional Right of Securityholders to Institute Certain Suits.
Notwithstanding any 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 (subject to Section 2.07)
interest on such Security at the respective rates, in the respective amount 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 5.07 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except
as provided in Sections 2.09 and 5.05, 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, to the extent permitted by law, shall 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 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. Subject to Section 5.05, 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 the Securityholders.



 23 









 





     SECTION 5.08 Control by Securityholders. The Holders of a majority in aggregate principal
amount of the Securities of each Series affected 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 by this Indenture on the Trustee with respect to
the Securities of such Series; provided that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture. The Trustee shall have the right to
decline to follow any such direction if 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 the Trustee shall have no duty to
ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders.



     SECTION 5.09 Waiver of Past Defaults. The Holders of a majority in aggregate principal
amount of the Securities of such Series at the time Outstanding, on behalf of the Holders of all
the Securities of such Series, may waive any past default hereunder or its consequences, except a
default in the payment of the principal of or interest on any of the Securities of such Series.



     Upon any such waiver, such default shall cease to exist and be deemed to have been cured and
not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured
and not to have occurred 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 5.10 Right of Court to Require Filing of Undertaking to Pay Costs. Any court in its
discretion may 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. Any
such court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and
expenses, 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. The provisions of this Section 5.10 shall
not apply, however, 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 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 5.11 Suits for Enforcement. If an Event of Default has occurred, has not been waived
and is continuing, the Trustee in its discretion may 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.




 24 












 





ARTICLE 6

CONCERNING THE TRUSTEE




     SECTION 6.01 Duties of Trustee.




     (a) If an Event of Default has occurred and is continuing with respect to the
Securities of any Series, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in its exercise as a prudent person
would exercise or use under the circumstances in the conduct of such person’s own affairs.




     (b) Except during the continuance of an Event of Default with respect to the Securities
of any Series:




     (i) the Trustee need perform only those duties that are specifically set forth
in 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 its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture. However, in the case of any such
certificates or opinions which by any provision hereof are specifically required to
be furnished to the Trustee, the Trustee shall examine the certificates and opinions
to determine whether or not they conform to the requirements of this Indenture (but
need not confirm or investigate the accuracy of mathematical calculations or other
facts stated therein).




     (c) The Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:




     (i) this paragraph (c) does not limit the effect of paragraph (b) of this
Section 6.01;




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




     (iii) the Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it pursuant
to Section 5.08.




     (d) Every provision of this Indenture that in any way relates to the Trustee is subject
to paragraphs (a), (b), (c) and (e) of this Section 6.01.



25









 






     (e) No provision of this Indenture shall require the Trustee to extend or risk its own
funds or otherwise incur any financial liability.




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



     SECTION 6.02 Rights of Trustee.




     (a) The Trustee may conclusively rely on, and shall be protected in relying upon, any
document believed by it to be genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or matter stated in the document.




     (b) Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of
Counsel.




     (c) Subject to the provisions of Section 6.01(c), the Trustee shall not be liable for
any action it takes or omits to take in good faith which it believes to be authorized or
within its rights or powers.




     (d) Before the Trustee acts or refrains from acting, the Trustee may consult with
counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon in accordance with such advice
or Opinion of Counsel.




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




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




     (g) 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, Officers’ Certificate or other
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 Outstanding Securities of each affected Series;



26









 






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, in
the opinion of the Trustee, is 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.




     (h) The Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder.




     (i) The Trustee shall not be bound to ascertain or inquire as to the performance or
observance of any covenants, conditions or agreements on the part of the Company, except as
otherwise set forth herein, but the Trustee may require of the Company full information and
advice as to the performance of the covenants, conditions and agreements contained herein
and shall be entitled in connection herewith to examine the books, records and premises of
the Company.




     (j) The permissive rights of the Trustee to do things enumerated in this Indenture
shall not be construed as a duty and the Trustee shall not be answerable for other than its
negligence or willful default.




     (k) Except for (i) a default under Section 5.01(a) or (b) or (ii) any other event of
which the Trustee has actual knowledge and which event, with the giving of notice or the
passage of time or both, would constitute an Event of Default under this Indenture, the
Trustee shall not be deemed to have notice of any default or event unless specifically
notified in writing of such event by the Company or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Securities of each affected Series.




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




     (m) The Trustee may request that the Company deliver a certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture.



     SECTION 6.03 Individual Rights of Trustee.  The Trustee in its individual or any other
capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or
its affiliates with the same rights it would have if it were not Trustee. Any Paying Agent,
registrar or co-registrar may do the same with like rights. However, the Trustee must comply with
Sections 6.10 and 6.11.



     SECTION 6.04 Trustee’s Disclaimer.  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities. The Trustee shall not be accountable for the
Company’s use of the proceeds from the Securities and shall not be responsible for any statement in
any registration statement for the Securities filed with the Commission under the Securities Act
(other than its Statement of Eligibility on Form T-1) or in the Indenture (other



27









 







than its eligibility under Section 6.10) or the Securities (other than its certificate of
authentication).



     SECTION 6.05 Notice of Defaults.  If a default occurs and is continuing with respect to any
Securities of any Series and if the Trustee has actual knowledge of such default, the Trustee shall
give to each Securityholder of such Series notice of the default within 90 days after such default
occurs. Except in the case of a default described in Section 5.01(a) or (b), the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Securityholders of such Series.



     SECTION 6.06 Reports by Trustee to Holders.  Within 60 days after each May 15 beginning with
the May 15 following the date of this Indenture, the Trustee shall mail to each Securityholder of
any Series and each other Person specified in Section 313(c) of the Trust Indenture Act a brief
report dated as of such May 15 that complies with Section 313(a) of the Trust Indenture Act to the
extent required thereby. The Trustee also shall comply with Section 313(b) of the Trust Indenture
Act.



     The Trustee will file a copy of each report, at the time of its mailing to Securityholders of
any Series, with the Commission and each securities exchange on which the Securities of any Series
are listed. The Company promptly will notify the Trustee in writing whenever the Securities of any
Series become listed on any securities exchange and of any delisting thereof.



     SECTION 6.07 Compensation and Indemnity.  The Company:




     (a) will pay to the Trustee from time to time, and the Trustee shall be entitled to,
such compensation as shall be agreed to in writing between the Company and the Trustee for
all services rendered by it hereunder, which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust;




     (b) will reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with any provision
of this Indenture, including the reasonable compensation and expenses of its agents and
counsel, except to the extent any such compensation or expense may be attributable to its
negligence or willful misconduct; and




     (c) will indemnify the Trustee for, and hold it harmless against, any and all loss,
liability, damage, claim or expense, including taxes (other than taxes based on the income
of the Trustee) arising out of or in connection with the acceptance or administration of
this trust or the performance of its duties hereunder, including the reasonable costs and
expenses of defending itself against or investigating any claim (whether asserted by the
Company, a Securityholder or any other Person) or liability in connection with the exercise
or performance of any of its powers or duties hereunder, except to the extent that any such
loss, liability or expense may be attributable to its negligence or willful misconduct.



     As security for the performance of the Company’s obligations under this Section 6.07, the
Trustee shall have a lien prior to the Securities on all funds or property held or collected by the



28









 







Trustee, except for those funds that are held in trust to pay the principal of or interest, if
any, on particular Securities.



     “Trustee” for purpose of this Section 6.07 includes any predecessor trustee; provided that the
negligence or bad faith of any Trustee shall not be attributable to any other Trustee.



     The Company’s payment obligations pursuant to this Section 6.07 shall constitute additional
indebtedness hereunder and shall survive the discharge of this Indenture. When the Trustee incurs
expenses after the occurrence of a default specified in Sections 5.01(d) and (e), such expenses,
including reasonable fees and expenses of counsel, are intended to constitute expenses of
administration under bankruptcy law.



     SECTION 6.08 Replacement of Trustee.  The Trustee may resign at any time with respect to
Securities of one or more Series by so notifying the Company. No such resignation, however, shall
be effective until a successor Trustee has accepted its appointment pursuant to this Section 6.08.
The Holders of a majority in aggregate principal amount of the Outstanding Securities of any Series
may remove the Trustee with respect to such Series by so notifying the Trustee and the Company.
The Company shall remove the Trustee if:




     (a) the Trustee fails to comply with Section 6.10;




     (b) the Trustee is adjudged bankrupt or insolvent;




     (c) a receiver or public officer takes charge of the Trustee or its property; or




     (d) the Trustee otherwise becomes incapable of acting.



     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, with respect to the Securities of one or more Series, the Company shall promptly appoint,
by resolution of its Board of Directors, a successor Trustee with respect to the Securities of such
Series.



     A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture with respect to the Securities of such Series. The successor Trustee
shall mail a notice of its succession to Securityholders so affected. The retiring Trustee shall
promptly transfer all funds and property held by it as Trustee to the successor Trustee, subject to
the lien provided for in Section 6.07.



     If a successor Trustee does not take office within 30 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of a majority in aggregate
principal amount of the Outstanding Securities of each affected Series may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.



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     If the Trustee fails to comply with Section 6.10, any Securityholder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.



     SECTION 6.09 Successor Trustee by Merger.  If the Trustee consolidates with, merges or
converts into or transfers all or substantially all its corporate trust business or assets to
another corporation, the resulting, surviving or transferee corporation without any further act
shall be the successor Trustee.



     SECTION 6.10 Eligibility; Disqualification.  The Trustee shall at all times satisfy the
requirements of Section 310(a)(1) of the Trust Indenture Act. The Trustee shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent published annual report
of condition. Neither the Company nor any person directly or indirectly controlling, controlled by
or under common control with the Company shall serve as Trustee hereunder. The Trustee shall
comply with Section 310(b) of the Trust Indenture Act.



     SECTION 6.11 Preferential Collection of Claims Against Company.  The Trustee shall comply with
Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in
Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein.



ARTICLE 7

CONCERNING THE SECURITYHOLDERS




     SECTION 7.01 Evidence of Action Taken by Securityholders.




     (a) 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. 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 6.01 and 6.02, conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Article 7.




     (b) The ownership of Securities shall be proved by the Security register.



     SECTION 7.02 Proof of Execution of Instruments.  Subject to Sections 6.01 and 6.02, 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.



     SECTION 7.03 Holders to Be Treated as Owners.  The Company, the Trustee and any agent of the
Company 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



30









 







Security (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 interest on such Security and for all other purposes. Neither the Company nor the
Trustee nor any agent of the Company or the Trustee shall be affected by any notice to the
contrary. All payments made to any such person, or upon his order, shall be valid and, to the
extent of the amounts so paid, effectual to satisfy and discharge the liability for amounts payable
upon any such Security.



     SECTION 7.04 Securities Owned by Company 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 that are owned
by the Company 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 Company 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. For the purpose of determining whether the Trustee shall be
protected in relying on any such direction, consent or waiver, only Securities that a Responsible
Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned
that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the Securities or any person directly
or indirectly controlling or controlled by or under direct or indirect common control with the
Company or any other obligor on the Securities.



     SECTION 7.05 Right of Revocation of Action Taken.  At any time prior to the evidencing to the
Trustee, as provided in Section 7.01, of the taking of any action by the Holders of the percentage
in aggregate principal amount of the Securities of any Series 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, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article 7, may 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 Series specified in this
Indenture in connection with such action shall be binding upon the Company, the Trustee and the
Holders of all the Securities affected by such action.



ARTICLE 8

SUPPLEMENTAL INDENTURES




     SECTION 8.01 Supplemental Indentures Without Consent of Securityholders.  The Company, when
authorized by a resolution of its Board of Directors, and the Trustee for the Securities of any
Series from time to time and at any time may enter into an indenture or indentures supplemental
hereto, which shall conform to the provisions of the Trust Indenture Act



31









 







as in force at the date of the execution thereof, in form satisfactory to such Trustee, for
one or more of the following purposes:




     (a) to convey, transfer, assign, mortgage or pledge any property or assets to the
Trustee as security for the Securities of one or more Series or to provide that any of the
Company’s obligations under any Series of the Securities or this Indenture shall be
guaranteed and the terms and conditions for the release or substitution of such security or
guarantee;




     (b) to evidence the succession of another Person to the Company, or successive
successions, and the assumption by the successor Person of the covenants, agreements and
obligations of the Company pursuant to Article 9;




     (c) to add to the covenants of the Company such further covenants, restrictions,
conditions or provisions for the protection of the Holders of Securities of any Series and,
if such additional covenants are to be for the benefit of less than all the Series of
Securities, stating that such covenants are being added solely for the benefit of such
Series;




     (d) to cure any ambiguity or to correct or supplement any provision contained herein or
in any supplemental indenture that 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 that shall not
materially and adversely affect the interests of the Holders of the Securities;




     (e) to establish the form or terms of Securities of any Series as permitted by
Sections 2.01 and 2.03; or




     (f) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more Series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than the one Trustee, pursuant to the
requirements of Section 6.08.



     The Trustee is hereby authorized to join with the Company in the execution of any such
supplemental indenture, to make any further appropriate agreements and stipulations that 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 8.01 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 8.02.



     SECTION 8.02 Supplemental Indentures with Consent of Securityholders.  With the consent
(evidenced as provided in Article 7) of the Holders of not less than a majority in



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aggregate principal amount of the Outstanding Securities of each Series affected by such
supplemental indenture, the Company, when authorized by a resolution of its Board of Directors, and
the Trustee for such Series of Securities, from time to time and at any time, may enter into an
indenture or indentures supplemental hereto, which shall conform to the provisions of the Trust
Indenture Act as in force at the date of execution thereof, 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. No such supplemental indenture, however, shall:




     (a) extend the final maturity date of any Security, reduce the principal amount
thereof, reduce the rate or extend the time of payment of interest thereon, reduce any
amount payable on redemption thereof, impair or affect the right of any Securityholder to
institute suit for payment thereof or, if the Securities provide therefor, affect any right
of repayment at the option of the Securityholder without the consent of the Holder of each
Security so affected;




     (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; or




     (c) reduce the amount of principal payable upon acceleration of the maturity date of
any Original Issue Discount Security.



     Upon the request of the Company, accompanied by a copy of a resolution of the Board of
Directors certified by the secretary or an assistant secretary of the Company authorizing the
execution of any such supplemental indenture, and upon the filing with the Trustee for such Series
of Securities of evidence of the consent of the Securityholders as aforesaid and other documents,
if any, required by Section 7.01, the Trustee for such Series of Securities shall join with the
Company in the execution of such supplemental indenture. If such supplemental indenture affects
such Trustee’s own rights, duties or immunities under this Indenture or otherwise, such Trustee in
its discretion may, 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 8.02 to
approve the particular form of any proposed supplemental indenture, but it shall be sufficient if
such consent shall approve the substance thereof.



     Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section 8.02, the Company shall give notice in the manner and to
the extent provided in Section 11.04 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 Company to mail such notice, or
any defect therein, shall not in any way impair or affect the validity of any such supplemental
indenture.



     SECTION 8.03 Effect of Supplemental Indenture.  Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be deemed



33









 







to be modified and amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the
Holders of 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 8.04 Documents to Be Given to Trustee.  The Trustee, subject to the provisions of
Sections 6.01 and 6.02, shall receive an Officers’ Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this Article 8 complies
with the applicable provisions of this Indenture.



     SECTION 8.05 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 8 may bear, upon the direction of the Company, a notation in form
satisfactory to the Trustee for the Securities of such Series as to any matter provided for by such
supplemental indenture. If the Company 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
Company, authenticated by the Trustee and delivered in exchange for the Outstanding Securities of
such Series.



ARTICLE 9

CONSOLIDATION, MERGER, SALE OR CONVEYANCE




     SECTION 9.01 Company May Consolidate, Etc. on Certain Terms.  The Company may consolidate with
or merge with or into, or sell, convey or lease all or substantially all of its assets to, any
other corporation; provided that in any such case:




     (a) either the Company shall be the continuing Person, or the successor Person shall be
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 Company by supplemental indenture satisfactory
to the Trustee, executed and delivered to the Trustee by such Person, and




     (b) the Company or such successor Person, as the case may be, shall not be in material
default immediately after such consolidation, merger, sale, conveyance or lease in the
performance or observance of any such covenant or condition of this Indenture.



     SECTION 9.02 Successor Person Substituted.  In case of any such consolidation, merger, sale,
lease or conveyance, and following such an assumption by the successor Person, such successor
Person shall succeed to and be substituted for the Company, with the same effect as if it had been
named herein. Such successor Person may cause to be signed, and may issue either in its own name
or in the name of the Company prior to such succession any or all of the



34









 







Securities issuable hereunder that shall not have been signed by the Company and delivered to
the Trustee; and, upon the order of such successor Person instead of the Company and subject to all
the terms, conditions and limitations in this Indenture, the Trustee shall authenticate and shall
make available for delivery any Securities that shall have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Securities which such successor
Person 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, the Company (or any successor Person which shall
theretofore have become such in the manner described in this Article 9) shall be discharged from
all obligations and covenants under this Indenture and the Securities and may be liquidated and
dissolved.



     SECTION 9.03 Opinion of Counsel to Trustee.  The Trustee, subject to the provisions of
Sections 6.01 and 6.02, shall receive an Opinion of Counsel, prepared in accordance with
Section 11.05, 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 10

SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED FUNDS




     SECTION 10.01 Satisfaction and Discharge of Indenture.




     (a) If at any time:




     (i) the Company shall have paid or caused to be paid the principal of and
interest on all the Outstanding Securities of any Series as and when the same shall
have become due and payable,




     (ii) the Company shall have delivered to the Trustee for cancellation all
Securities of any Series theretofore authenticated (other than any Securities of
such Series which have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.09) or




     (iii) (A) 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 (B) the Company shall have irrevocably deposited or caused to be
deposited with the Trustee as trust funds the entire amount or



35









 







Government Obligations maturing as to principal and interest in such amounts
and at such times as will ensure the availability of funds 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 2.09) not theretofore delivered to the
Trustee for cancellation, including principal and interest due or to become due to
such date of maturity as the case may be, and if, in any such case, the Company
shall also pay or cause to be paid all other amounts payable hereunder by the
Company 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 (1) rights of registration of transfer and exchange, (2) substitution
of mutilated, defaced, destroyed, lost or stolen Securities, (3) rights of Holders to
receive payments of principal thereof and interest thereon upon the original stated due
dates therefor and remaining rights of the Holders to receive mandatory sinking fund
payments, if any, (4) the rights, obligations and immunities of the Trustee hereunder and
(5) 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). Subject to
Section 10.05, the Trustee, on demand of the Company accompanied by an Officers’ Certificate
and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper
instruments acknowledging such satisfaction of and discharging this Indenture with respect
to such Series. The Company will reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred and will compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this Indenture and the
Securities of such Series.




     (b) In addition to its rights to discharge this Indenture pursuant to Section 10.01(a),
the Company may defease the covenants applicable to any Series of Securities, as provided in
this Section 10.01(b), by complying with the provisions of this Section 10.01(b):




     (i) The Company, at its option at any time, may exercise its right to elect to
have defeasance under Section 10.01(b)(ii) be applied to the Outstanding Securities
of any Series; provided that provision is made for such right pursuant to
Section 2.03 and the applicable conditions thereto as set forth in this
Section 10.01(b) have been satisfied.




     (ii) Upon the Company’s exercise of the right referenced in Section 10.01(b)(i)
applicable to this Section 10.01(b)(ii), the Company may terminate its obligations
under the Outstanding Securities of any Series and this Indenture with respect to
such Series on the date the conditions set forth in Section 10.01(b)(iii) are
satisfied (“defeasance”). For this purpose, defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Securities of such Series and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities are
concerned, except for the following: (A) the rights of



36









 







Holders of Outstanding Securities of such Series to receive payments in respect
of the principal of and interest on such Securities when such payments are due;
(B) the Company’s obligations with respect to such Securities under Sections 2.08,
2.09, 3.02, 6.07, 10.04 and 10.05; (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder; and (D) this Section 10.01(b).




     (iii) The following shall be the conditions to the application of
Section 10.01(b)(ii)  to the Outstanding Securities of such Series:




     (A) The Company shall have irrevocably deposited or caused to be
deposited with the Trustee under the terms of an irrevocable trust
agreement, as trust funds in trust solely for the purpose of making the
following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of Securities of such Series, (I) cash
in the currency or currency unit required, (II) Government Obligations
maturing as to principal and interest in such amounts (payable in the
currency in which the Securities of such Series are payable) and at such
times as are sufficient to pay the principal of and interest on the
Outstanding Securities of such Series to maturity or redemption, as the case
may be, or (III) a combination thereof, in each case 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 and discharge, and which shall be applied by the Trustee to pay and
discharge, (x) the principal of and each installment of interest, if any, on
the Outstanding Securities of such Series on the stated maturity of such
principal or installment of interest, if any, and (y) any mandatory sinking
fund payments or analogous payments applicable to the Outstanding Securities
of such Series on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such Securities. Such
irrevocable trust agreement shall include, among other things, (a) provision
for the payments referenced in clauses (x) and (y) of the immediately
preceding sentence, (b) the payment of the reasonable expenses of the
Trustee incurred or to be incurred in connection with carrying out such
trust provisions, (c) rights of registration of transfer, substitution and
exchange of Securities of such Series in accordance with the terms stated in
this Indenture and (d) continuation of the rights and obligations and
immunities of the Trustee as against the Holders of Securities of such
Series as stated in this Indenture.




     (B) No Event of Default or event which with notice or lapse of time or
both would constitute an Event of Default with respect to the Securities of
such Series shall have occurred and be continuing on the date of such
deposit or, insofar as Sections 5.01(d) and 5.01(e) 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).



37









 






     (C) Such defeasance shall not result in a breach or violation of, or
constitute a default under, this Indenture with respect to the Securities of
such Series.




     (D) The Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that Securityholders of such Series will not recognize
income, gain or loss for federal income tax purposes as a result of such
deposit and discharge and will be subject to federal income tax on the same
amounts and in the same manner and at the same time as would have been the
case if such deposit and defeasance had not occurred, and which Opinion of
Counsel must be based upon (x) a ruling of the U.S. Internal Revenue Service
to the same effect or (y) a change in applicable U.S. federal income tax law
after the date of the Indenture such that a ruling is no longer required.




     (E) The Company shall have delivered to the Trustee an Officers’
Certificate and Opinion of Counsel, each stating that all conditions
precedent provided for herein relating to the deposit and defeasance
contemplated by this Section 10.01(b) have been complied with.



     SECTION 10.02 Application by Trustee of Funds Deposited for Payment of Securities.  Subject to
Section 10.04, all funds deposited with the Trustee pursuant to Section 10.01 shall be held in
trust and applied by it to the payment, either directly or through any Paying Agent, to the Holders
of the particular Securities of such Series for the payment or redemption of which such funds have
been deposited with the Trustee, of all amounts due and to become due thereon for principal and
interest; but such funds need not be segregated from other funds except to the extent required by
law.



     SECTION 10.03 Repayment of Amounts Held by Paying Agent.  In connection with the satisfaction
and discharge of this Indenture with respect to Securities of any Series, all amounts then held by
any Paying Agent (other than the Company) under the provisions of this Indenture with respect to
such Series of Securities, upon written demand of the Company, shall be paid to the Trustee and
thereupon such Paying Agent shall be released from all further liability with respect to such
amounts.



     SECTION 10.04 Return of Unclaimed Amounts Held by Trustee and Paying Agent.  Any amounts
deposited with or paid to the Trustee or any Paying Agent (including the Company acting as its own
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, upon the written request of the Company, unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed property law,
promptly shall be repaid to the Company by the Trustee for such Series or such Paying Agent (except
that with respect to any amounts then held by the Company in trust as its own Paying Agent no such
request need be given and at such time the Company shall be discharged from its duty to hold such
amounts in trust as Paying Agent). The Holder of the Security of such Series, unless otherwise
required by mandatory provisions of



38









 







applicable escheat or abandoned or unclaimed property laws, thereafter shall look only to the
Company for any payment which such Holder may be entitled to collect, and all liability of the
Trustee or any Paying Agent with respect to such amounts thereupon shall cease. Anything in this
Article 10 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from
time to time upon the written request of the Company any funds or Government Obligations held by it
as provided in Section 10.01(b)(iii) 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
such defeasance in accordance with the provisions of this Indenture.



     SECTION 10.05 Reinstatement of Company’s Obligations.  If the Trustee is unable to apply any
funds or Government Obligations in accordance with Section 10.01 by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s obligations under this Indenture and the
Securities of any Series for which such application is prohibited shall be revived and reinstated
as if no deposit had occurred pursuant to Section 10.01 until such time as the Trustee is permitted
to apply all such funds or Government Obligations in accordance with Section 10.01. If the Company
has made any payment of interest on or principal of any of such Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights of the
Securityholders of such Securities to receive such payment from the funds or Government Obligations
held by the Trustee.



ARTICLE 11

MISCELLANEOUS PROVISIONS




     SECTION 11.01 Incorporators, Shareholders, Officers and Directors of Company Exempt from
Individual Liability.  No recourse under or upon any obligation, covenant or agreement contained in
this Indenture or in any Security shall be had against any incorporator as such or against any
past, present or future shareholder, officer or director of the Company or of any successor, either
directly or through the Company 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 11.02 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, any
Paying Agent and their successors hereunder 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 11.03 Successors and Assigns of Company Bound by Indenture.  All the covenants,
stipulations, promises and agreements in this Indenture contained by or on behalf of the Company
shall bind its successors and assigns, whether so expressed or not.



39









 





     SECTION 11.04 Notices and Demands on Company, Trustee and Securityholders.  Any notice or
demand that 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 Company 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 Company is filed by the Company with the Trustee) to Pitney
Bowes Inc., World Headquarters, 1 Elmcroft Road, Stamford, Connecticut 06926-0700, Attention: Dessa
M. Bokides. Any notice, direction, request or demand by the Company 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 of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed by
first-class mail, postage prepaid to such Holders as their names and addresses appear in the
Security register within the time prescribed. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver. In any case where
notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed to any particular Holder shall affect the sufficiency of such notice with respect
to other Holders, and any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given.



     In case, by reason of the suspension of or irregularities in regular mail service, it shall be
impracticable to mail notice to the Company 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 reasonably acceptable to the Trustee shall be deemed to be a sufficient giving of such notice.



     SECTION 11.05 Officers’ Certificates and Opinions of Counsel; Statements to Be Contained
Therein.  Upon any application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been complied with, except that
in the case of any such application or 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;



40









 






     (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 or she has made such
examination or investigation as is necessary to enable him or her 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 Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of or representations by counsel, unless
such officer knows 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 or information with
respect to which is in the possession of the Company, upon the certificate, statement or opinion of
or representations by an officer or officers of the Company, 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 Company 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 Company, 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.



     SECTION 11.06 Payments Due on Saturdays, Sundays and Holidays.  Unless otherwise specified in
a Security, 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,
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 11.07 Conflict of Any Provision of Indenture with Trust Indenture Act.  If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with another provision
included in this Indenture which is required by the Trust Indenture Act, such required provision
shall control. If any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or to be excluded, as the case may be.



     SECTION 11.08 New York Law to Govern; Waiver of Jury Trial.  This Indenture and each Security
shall be deemed to be a contract under the internal laws of the State of New York



41









 





(other than principles of law that would apply the law of another jurisdiction), and for all
purposes shall be construed and enforced in accordance with and governed by the laws of said State.
EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THE INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.



     SECTION 11.09 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 11.10 Effect of Headings; Gender.  The Article and Section headings herein and the
Table of Contents are for convenience only and shall not affect the construction hereof. The use
of the masculine, feminine or neuter gender herein shall not limit in any way the applicability of
any term or provision hereof.



     SECTION 11.11 Force Majeure. In no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without limitation strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.



ARTICLE 12

REDEMPTION OF SECURITIES AND SINKING FUNDS




     SECTION 12.01 Applicability of Article.  The provisions of this Article 12 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 2.03 for Securities of such Series.



     SECTION 12.02 Notice of Redemption; Partial Redemptions.  Notice of redemption to the Holders
of Securities of any Series required to be redeemed or to be redeemed as a whole or in part at the
option of the Company shall be given by giving notice of such redemption as provided in
Section 11.04, 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. 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 date fixed for redemption, the
“CUSIP” number or numbers for such Securities, the redemption price, the Place or Places of
Payment, that payment will be made upon presentation and surrender of such Securities, that such
redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the



42









 







case, that interest accrued to the date fixed for redemption will be paid as specified in such
notice, that on and after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue and, if applicable, that a Holder of Securities who desires to convert Securities
for redemption must satisfy the requirements for conversion contained in such Securities, the then
existing conversion price or rate and the date and time when the option to convert shall expire.
If less than all of the Securities of any Series are to be redeemed, the notice of redemption shall
specify the numbers of the Securities of such Series to be redeemed. In case any Security of a
Series is to be redeemed in part, 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
Company shall be given by the Company or, at the Company’s written request, by the Trustee in the
name and at the expense of the Company. If such notice is to be given by the Trustee, the Company
shall provide notice of such redemption to the Trustee at least 60 days prior to the date fixed for
redemption (unless a shorter notice shall be satisfactory to the Trustee). If such notice is given
by the Company, the Company shall provide a copy of such notice given to the Holders of such
redemption to the Trustee at least three Business Days prior to the date such notice is given to
such Holders, but in any event at least 30 days prior to the date fixed for redemption (unless a
shorter notice shall be satisfactory to the Trustee).



     Unless otherwise specified pursuant to Section 2.03, not later than the redemption date
specified in the notice of redemption given as provided in this Section 12.02, the Company will
have on deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as
its own Paying Agent, set aside, segregate and hold in trust as provided in Section 3.03) funds
available on such date (or other forms of property, if permitted by the terms of the Securities of
such Series) 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 the Outstanding Securities of a Series are to be
redeemed, the Company will deliver to the Trustee at least 60 days prior to the date fixed for
redemption an Officers’ Certificate stating the aggregate principal amount of Securities to be
redeemed (unless a shorter notice shall be satisfactory to the Trustee).



     If less than all 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 and the Trustee shall promptly notify the Company 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. However, if less than all the
Securities of any Series with differing issue dates, interest rates and stated maturities are to be
redeemed, the Company in its sole discretion shall select the particular securities to be redeemed
and shall notify the Trustee in writing thereof at least 60 days prior to the relevant redemption
date (unless a shorter notice shall be satisfactory to the Trustee). Securities may be redeemed in
part in multiples equal to the minimum authorized denomination for Securities of such Series or any
multiple thereof. 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



43









 







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 12.03 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 Company 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. Except as provided in Sections 6.01 and
10.04, 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 Company at the applicable redemption price, together with interest
accrued thereon to the date fixed for redemption. If for any Securities the date fixed for
redemption is a regular interest payment date, payment of interest becoming due on such date 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 2.07.



     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 borne by the Security.



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



     SECTION 12.04 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 Company and delivered to the Trustee at least 30 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 Company or (b) an entity specifically identified in such
written statement as directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company.



     SECTION 12.05 Mandatory and Optional Sinking Funds.  The minimum amount of any sinking fund
payment provided for by the terms of Securities of any Series is 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 referred to as an “optional sinking fund payment”. The date on
which a sinking fund payment is to be made is referred to as the “sinking fund payment date”.




44











 





     In lieu of providing funds for all or any part of any mandatory sinking fund payment with
respect to any Series of Securities, the Company at its option:




     (a) may deliver to the Trustee securities of such Series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the
Company or receive credit for Securities of such Series (not previously so credited)
theretofore purchased or otherwise acquired (except as aforesaid) by the Company and
delivered to the Trustee for cancellation pursuant to Section 2.10;




     (b) may receive credit for optional sinking fund payments (not previously so credited)
made pursuant to this Section 12.05; or




     (c) may receive credit for Securities of such Series (not previously so credited)
redeemed by the Company 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 forty-fifth day next preceding each sinking fund payment date for any Series
of Securities, the Company will deliver to the Trustee a written statement (which need not contain
the statements required by Section 11.05) signed by an authorized officer of the Company which
will:




     (a) specify the portion of the mandatory sinking fund payment to be satisfied by
delivery of funds, except as otherwise specified pursuant to Section 2.03 for the Securities
of such Series, and the portion to be satisfied by delivery or credit of Securities of such
Series;




     (b) state that none of the Securities of such Series for which credit is sought has
theretofore been so credited;




     (c) state 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;




     (d) state whether or not the Company 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 Company intends to pay on or before the next
succeeding sinking fund payment date; and




     (e) specify such sinking fund payment date.



     Any Securities of such Series to be credited and required to be delivered on the Trustee in
order for the Company to be entitled to credit therefor that have not previously been delivered to
the Trustee shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with such
written statement. Such written statement shall be irrevocable. Upon its receipt by the Trustee
the Company shall become unconditionally obligated to make all the payments, if any, therein



45









 







referred to on or before the next succeeding sinking fund payment date. Failure of the
Company, on or before any such forty-fifth 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 Company (i) that the mandatory sinking fund payment
for such Series due on the next succeeding sinking fund payment date shall be paid entirely in
funds without the option to deliver or credit Securities of such Series in respect thereof and
(ii) that the Company will make no optional sinking fund payment with respect to such Series as
provided in this Section 12.05.



     If the sinking fund payment or payments (mandatory or optional or both) to be made in funds on
the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund
payments made in funds shall exceed $100,000 (or a lesser amount if the Company shall so request)
with respect to the Securities of any particular Series, such funds 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 $100,000 or less and the Company makes no such request then it shall be carried
over until an amount in excess of $100,000 is available. The Trustee shall select, in the manner
provided in Section 12.02 and giving effect to any exclusions required pursuant to Section 12.04,
for redemption on such sinking fund payment date a sufficient principal amount of Securities of
such Series to absorb, as nearly as may be possible, such funds and shall inform the Company of the
serial numbers of the Securities of such Series (or portions thereof) so selected. The Trustee, in
the name and at the expense of the Company, shall cause notice of redemption of the Securities of
such Series to be given in substantially the manner provided in Section 12.02 for the redemption of
Securities of such Series. 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 sinking fund payment for
such Series and, together with such payment, shall be applied in accordance with the provisions of
this Section 12.05. Any and all sinking fund amounts held on the stated maturity date of the
Securities of any particular Series (or earlier, if such maturity is accelerated) that are not held
for the payment or redemption of particular Securities of such Series shall be applied, together
with other amounts, if necessary, sufficient for the purpose, to the payment of the principal of,
and interest on, the Securities of such Series at maturity.



     Unless otherwise specified pursuant to Section 2.03, not later than the sinking fund payment
date, the Company shall have paid to the Trustee or shall otherwise provide funds available on such
date for the payment of all principal and interest accrued to the date fixed for redemption on
Securities to be redeemed on such sinking fund payment date.



     The Trustee shall not redeem or cause to be redeemed any Securities of a Series with sinking
fund amounts or mail or publish 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 or publication of notice of redemption of
Securities of any Series previously shall have been made, the Trustee shall redeem or cause to be
redeemed such Securities; provided that it shall have received from the Company amounts sufficient
for such redemption. Except as aforesaid, any amounts in the sinking fund for Securities of such
Series at the time when any such default or Event of Default shall occur, and any amounts
thereafter paid into the sinking fund, during the continuance of



46









 







such default or Event of Default, shall be deemed to have been collected under Article 5 and
held for the payment of all Securities of such Series. In case such Event of Default shall have
been waived as provided in Section 5.09 or the default cured on or before the sixtieth day
preceding the sinking fund payment date in any year, such amounts thereafter shall be applied on
the next succeeding sinking fund payment date in accordance with this Section 12.05 to the
redemption of such Securities.



     SECTION 12.06 Repayment at the Option of the Holders.  Securities of any Series that are
repayable at the option of the Holders before their stated maturity shall be repaid in accordance
with the terms of the Securities of such Series.



     The repayment of any principal amount of Securities pursuant to such option of the Holder to
require repayment of Securities before their stated maturity, for purposes of Section 10.01, shall
not operate as a payment, redemption or satisfaction of the indebtedness represented by such
Securities unless and until the Company, at its option, shall deliver or surrender the same to the
Trustee with a directive that such Securities be cancelled.



     SECTION 12.07 Conversion Arrangement on Call for Redemption.  In connection with any
redemption of Securities of any Series, the Company may arrange for the purchase and conversion of
any Securities of any Series called for redemption by an agreement with one or more investment
bankers or other purchasers to purchase such Securities by paying to the Trustee or the Paying
Agent in trust for the Holders of such Securities, on or before 10:00 a.m. New York time on the
redemption date, an amount not less than the redemption price, together with interest, if any,
accrued to the redemption date of such Securities, in immediately available funds. Notwithstanding
anything to the contrary contained in this Article 12, the obligation of the Company to pay the
redemption price of such Securities, including all accrued interest, if any, shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such purchasers. If such an
agreement is entered into, any Securities not duly surrendered for conversion by the Holders
thereof, at the option of the Company, may be deemed, to the fullest extent permitted by law,
acquired by such purchasers from such Holders and surrendered by such purchasers for conversion,
all as of immediately prior to the close of business on the last day on which such Securities
called for redemption may be converted in accordance with this Indenture and the terms of such
Securities, subject to payment to the Trustee or Paying Agent of the above-described amount. The
Trustee or the Paying Agent shall hold and pay to the Holders whose Securities are selected for
redemption any such amount paid to it in the same manner as it would pay funds deposited with it by
the Company for the redemption of Securities of such Series. Without the Trustee’s and the Paying
Agent’s prior written consent, no arrangement between the Company and such purchasers for the
purchase and conversion of any Securities shall increase or otherwise affect any of the powers,
duties, responsibilities or obligations of the Trustee and the Paying Agent as set forth in this
Indenture. The Company agrees to indemnify the Trustee and the Paying Agent from, and hold them
harmless against, any loss, liability or expense arising out of or in connection with any such
arrangement for the purchase and conversion of Securities of any Series between the Company and
such purchasers, including the reasonable costs and expenses incurred by the Trustee and the Paying
Agent in the defense of any claim or liability arising out of or in connection with the exercise or
performance of any of their powers, duties, responsibilities or obligations under this Indenture.



47









 





ARTICLE 13

CONVERSION OF SECURITIES




     SECTION 13.01 Applicability of Article.  Securities of any Series that are convertible into
Common Shares at the option of the Holder of such Securities shall be convertible in accordance
with their terms and, unless otherwise specified as contemplated by Section 2.03 for the Securities
of any Series, in accordance with this Article 13. Each reference in this Article 13 to “a
Security” or “the Securities” refers to the Securities of the particular Series that is convertible
into Common Shares. If more than one Series of Securities with conversion privileges are
Outstanding at any time, the provisions of this Article 13 shall be applied separately to each such
Series.



     SECTION 13.02 Right of Holders to Convert Securities into Common Shares.  Subject to the
provisions of Section 12.07 and this Article 13, at the option of the Holder thereof, any Security
of any Series that is convertible into Common Shares, or any portion of the principal amount
thereof which is $1,000 or any integral multiple of $1,000, may be converted into duly authorized,
validly issued, fully paid and nonassessable Common Shares at any time during the period specified
in the Securities of such Series, or in case such Security or portion thereof shall have been
called for redemption, then in respect of such Security or portion thereof until (unless the
Company shall default in payment due upon the redemption thereof) the close of business on the
Business Day prior to the redemption date (except that in the case of repayment at the option of
the Holder, if specified in the terms of the relevant Security, such right shall terminate upon the
Company’s receipt of written notice of the exercise of such option), as specified in such Security,
at the conversion price or conversion rate for each $1,000 principal amount of Securities (such
initial conversion rate reflecting an initial conversion price specified in such Security) in
effect on the conversion date, or, in case an adjustment in the conversion price has taken place
pursuant to the provisions of this Article 13, then at the applicable conversion price as so
adjusted, upon surrender of the Security or Securities, the principal amount of which is so to be
converted, to the Company at any time during usual business hours at the office or agency to be
maintained by it in accordance with the provisions of Section 3.02, accompanied by a written notice
of election to convert as provided in Section 13.03. If the Holder requests that the Common Shares
be registered in a name other than that of the Holder, such notice also shall be accompanied by a
written instrument or instruments of transfer in form satisfactory to the Company and the Trustee,
duly executed by the Holder thereof or his attorney duly authorized in writing. All Securities
surrendered for conversion shall, if surrendered to the Company or any conversion agent, be
delivered to the Trustee for cancellation and cancelled by it, or shall, if surrendered to the
Trustee, be cancelled by it, as provided in Section 2.10.



     The initial conversion price or conversion rate in respect of a Series of Securities shall be
as specified in the Securities of such Series. The conversion price or conversion rate will be
subject to adjustment on the terms set forth in Section 13.05 or such other or different terms, if
any, as may be specified by Section 2.03 for Securities of such Series. Provisions of this
Indenture that apply to conversion of all of a Security also apply to conversion of any portion of
such Security.



     SECTION 13.03 Issuance of Common Shares on Conversions.  As promptly as practicable after the
surrender, as herein provided, of any Security or Securities for conversion



48









 







into Common Shares, the Company shall deliver or cause to be delivered at the office or agency
to be maintained by it in accordance with the provisions of Section 3.02 to or upon the written
order of the Holder of the Security or Securities so surrendered a certificate or certificates
representing the number of duly authorized, validly issued, fully paid and nonassessable Common
Shares into which such Security or Securities may be converted in accordance with the terms thereof
and the provisions of this Article 13. Prior to delivery of such certificate or certificates, the
Company shall require written notice at its said office or agency from the Holder of the Security
or Securities so surrendered stating that the Holder irrevocably elects to convert such Security or
Securities, or, if less than the entire principal amount thereof is to be converted, stating the
portion thereof to be converted. Such notice shall also state the name or names (with address and
social security or other taxpayer identification number) in which said certificate or certificates
are to be issued. Such conversion shall be deemed to have been made at the time that such Security
or Securities shall have been surrendered for conversion and such notice shall have been received
by the Company or the Trustee and such conversion shall be at the conversion price in effect at
such time. The rights of the Holder of such Security or Securities as a Holder shall cease at such
time, and the Person or Persons entitled to receive the Common Shares upon conversion of such
Security or Securities shall be treated for all purposes as having become either record holder or
holders of such Common Shares at such time. In the case of any Security of any Series that is
converted in part only, upon such conversion the Company shall execute and, upon the Company’s
request and at the Company’s expense, the Trustee or an authenticating agent shall authenticate and
deliver to the Holder thereof, as requested by such Holder, a new Security or Securities of such
Series of authorized denominations in aggregate principal amount equal to the unconverted portion
of such Security.



     If the last day on which such Security may be converted is not a Business Day in a place where
the conversion agent for that Security is located, such Security may be surrendered to that
conversion agent on the next succeeding day that is a Business Day.



     The Company shall not be required to deliver certificates for Common Shares upon conversion
while its stock transfer books are closed for a meeting of shareholders or for the payment of
dividends or for any other purpose, but certificates for Common Shares shall be delivered as soon
as the stock transfer books shall again be opened.



     SECTION 13.04 No Payment or Adjustment for Interest or Dividends.  Unless otherwise specified
as contemplated by Section 2.03 for Securities of such Series, Securities surrendered for
conversion into Common Shares during the period from the close of business on any regular record
date or special record date next preceding any interest payment date to the opening of business on
such interest payment date (except Securities called for redemption on a redemption date within
such period) when surrendered for conversion must be accompanied by payment, by certified or
official bank check to the order of the Company payable in clearing house funds at the location
where the Securities are surrendered, of an amount equal to the interest thereon which the Holder
is entitled to receive on such interest payment date. Payment of interest shall be made, on such
interest payment date or such other payment date (as set forth in Section 2.07), as the case may
be, to the Holder of the Securities as of such regular record date or special record date, as
applicable. Except where Securities surrendered for conversion must be accompanied by payment as
described above, no interest on converted Securities will be payable by the Company on any interest
payment date subsequent to the date of conversion. No other payment or



49









 







adjustment for interest or dividends is to be made upon conversion. Notwithstanding the
foregoing, upon conversion of any Original Issue Discount Security, the fixed number of Common
Shares into which such Security is convertible delivered by the Company to the Holder thereof shall
be applied, first, to the portion attributable to the accrued original issue discount relating to
the period from the date of issuance to the date of conversion of such Security, and, second, to
the portion attributable to the balance of the principal amount of such Security.



     SECTION 13.05 Adjustment of Conversion Price.  Unless otherwise specified as contemplated by
Section 2.03 for Securities of such Series, the conversion price for Securities convertible into
Common Shares shall be adjusted from time to time as follows:




     (a) If the Company shall (x) pay a dividend or make a distribution on Common Shares in
Common Shares, (y) subdivide the outstanding Common Shares into a greater number of shares
or (z) combine the outstanding Common Shares into a smaller number of shares, the conversion
price for the Securities of such Series shall be adjusted so that the Holder of any such
Security thereafter surrendered for conversion shall be entitled to receive the number of
Common Shares that such Holder would have owned or have been entitled to receive after the
happening of any of the events described above had such Security been converted immediately
prior to the record date in the case of a dividend or the effective date in the case of
subdivision or combination. An adjustment made pursuant to this Section 13.05(a) shall
become effective immediately after the record date in the case of a dividend, except as
provided in Section 13.05(h), and shall become effective immediately after the effective
date in the case of a subdivision or combination.




     (b) If the Company shall issue rights or warrants to all holders of Common Shares
entitling them (for a period expiring within 45 days after the record date mentioned below)
to subscribe for or purchase Common Shares at a price per share less than the current market
price per share of Common Shares (as defined for purposes of this Section 13.05(b) in
Section 13.05(e)), at the record date for the determination of shareholders entitled to
receive such rights or warrants, the conversion price in effect immediately prior thereto
shall be adjusted so that the same shall equal the price determined by multiplying the
conversion price in effect immediately prior to such record date by a fraction, the
numerator of which shall be the number of Common Shares outstanding on such record date plus
the number of Common Shares which the aggregate offering price of the total number of Common
Shares so offered would purchase at such current market price, and the denominator of which
shall be the number of Common Shares outstanding on such record date plus the number of
additional Common Shares receivable upon exercise of such rights or warrants. Such
adjustment shall be made successively whenever any such rights or warrants are issued, and
shall become effective immediately, except as provided in Section 13.05(h), after such
record date. In determining whether any rights or warrants entitle the Holders of the
Securities of such Series to subscribe for or purchase Common Shares at less than such
current market price, and in determining the aggregate offering price of such Common Shares,
there shall be taken into account any consideration received by the Company for such rights
or warrants plus the exercise price thereof, the value of such consideration or exercise
price, as the case may be, if other than cash, to be determined by the Board of Directors.



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     (c) If the Company shall distribute to all holders of Common Shares any shares of
capital stock of the Company (other than Common Shares) or evidences of its indebtedness or
assets (excluding cash dividends or distributions paid from retained earnings of the
Company) or rights or warrants to subscribe for or purchase any of its securities (excluding
those rights or warrants referred to in Section 13.05(b)) (any of the foregoing being herein
in this Section 13.05(c) called the “Special Securities”), the conversion price shall be
adjusted as provided in the next sentence unless the Company elects to reserve such Special
Securities for distribution to the Holders of Securities of such Series upon the conversion
so that any such Holder converting such Securities will receive upon such conversion, in
addition to the Common Shares to which such Holder is entitled, the amount and kind of
Special Securities which such Holder would have received if such Holder had, immediately
prior to the record date for the distribution of the Special Securities, converted
Securities into Common Shares. The conversion price, as adjusted, shall equal the price
determined by multiplying the conversion price in effect immediately prior to such record
date by a fraction the numerator of which shall be the current market price per share (as
defined for purposes of this Section 13.05(c) in Section 13.05(e)) of Common Shares on the
record date mentioned above less the then fair market value (as determined by the Board of
Directors, whose determination shall, if made in good faith, be conclusive) of the portion
of the Special Securities so distributed applicable to one Common Share, and the denominator
of which shall be the current market price per Common Shares (as defined in
Section 13.05(e)). In the event the then fair market value (as so determined) of the
portion of the Special Securities so distributed applicable to one Common Share is equal to
or greater than the current market price per Common Share (as defined in Section 13.05(e))
on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision
shall be made so that each Holder of Securities of such Series shall have the right to
receive the amount and kind of Special Securities such holder would have received had he
converted such Securities immediately prior to the record date for the distribution of the
Special Securities. Such adjustment shall become effective immediately, except as provided
in Section 13.05(h), after the record date for the determination of shareholders entitled to
receive such distribution.




     (d) If, pursuant to Section 13.05(b) or 13.05(c), the conversion price shall have been
adjusted because the Company has declared a dividend, or made a distribution, on the
outstanding Common Shares in the form of any right or warrant to purchase securities of the
Company, or the Company has issued any such right or warrant, then, upon the expiration of
any such unexercised right or unexercised warrant, the conversion price shall forthwith be
adjusted to equal the conversion price that would have applied had such right or warrant
never been declared, distributed or issued.




     (e) For the purpose of any computation under Section 13.05(b), the current market price
per Common Share on any date shall be deemed to be the average of the reported last sales
prices for the 30 consecutive Trading Days (as defined below) commencing 45 Trading Days
before the date in question. For the purpose of any computation under Section 13.05(c), the
current market price per Common Share on any date shall be deemed to be the average of the
reported last sales prices for the ten consecutive Trading Days before the date in question.
The reported last sales price for each day (whether for purposes of Section 13.05(b) or
13.05(c)) shall be the reported last



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sales price, regular way, or, in case no sale takes place on such day, the average of
the reported closing bid and asked prices, regular way, in either case as reported on the
New York Stock Exchange Composite Tape or, if the Common Shares are not listed or admitted
to trading on the New York Stock Exchange, on the principal national securities exchange on
which the Common Shares are listed or admitted to trading or, if not listed or admitted to
trading on any national securities exchange, on the Nasdaq National Market or, if the Common
Shares are not quoted on the Nasdaq National Market, the average of the closing bid and
asked prices on such day in the over-the-counter market as furnished by any New York Stock
Exchange member firm regularly making a market in the Common Shares selected for such
purpose by the Board of Directors or, if no such quotations are available, the fair market
value of the Common Shares as determined by a New York Stock Exchange member firm regularly
making a market in the Common Shares selected for such purpose by the Board of Directors.
As used herein, the term “Trading Day” with respect to the Common Shares means (x) if the
Common Shares are listed or admitted for trading on the New York Stock Exchange or another
national securities exchange, a day on which the New York Stock Exchange or such other
national securities exchange is open for business, (y) if the Common Shares are quoted on
the Nasdaq National Market, a day on which trades may be made on the Nasdaq National Market
or (z) otherwise, any day other than a Saturday or Sunday or a day on which banking
institutions in the State of New York are authorized or obligated by law or executive order
to close.




     (f) No adjustment in the conversion price shall be required unless such adjustment
would require an increase or decrease of at least 1% in such price. Any adjustments that by
reason of this Section 13.05(f) are not required to be made, however, shall be carried
forward and taken into account in any subsequent adjustment. Any adjustment required to be
made in accordance with the provisions of this Article 13 shall be made not later than such
time as may be required in order to preserve the tax free nature of a distribution to the
holders of Common Shares. All calculations under this Article 13 shall be made to the
nearest cent or to the nearest one-one hundredth of a share, as the case may be, with
one-half cent and one-two hundredth of a share, respectively, being rounded upward. The
Company shall be entitled to make such reductions in the conversion price, in addition to
those required by this Section 13.05, as it in its discretion shall determine to be
advisable in order that any stock dividend, subdivision of shares, distribution of rights or
warrants to purchase stock or securities or distribution of other assets (other than cash
dividends) made by the Company to its shareholders shall not be taxable.




     (g) Whenever the conversion price is adjusted, the Company shall file with the Trustee,
at the Corporate Trust Office of the Trustee, and with the office or agency maintained by
the Company for the conversion of Securities of such Series pursuant to Section 3.02, an
Officers’ Certificate, setting forth the conversion price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment, which certificate shall be
conclusive evidence of the correctness of such adjustment. Neither the Trustee nor any
conversion agent shall be under any duty or responsibility with respect to any such
certificate or any facts or computations set forth therein, except to exhibit said
certificate from time to time to any Holder of a Security of such Series



52









 







desiring to inspect the same. The Company shall promptly cause a notice setting forth
the adjusted conversion price to be mailed to the Holders of Securities of such Series, as
their names and addresses appear upon the Security register.




     (h) In any case in which this Section 13.05 provides that an adjustment shall become
effective immediately after a record date for an event, the Company may defer until the
occurrence of such event (y) issuing to the Holder of any Security of such Series converted
after such record date and before the occurrence of such event the additional Common Shares
issuable upon such conversion by reason of the adjustment required by such event over and
above the Common Shares issuable upon such conversion before giving effect to such
adjustment and (z) paying to such holder any amount in cash in lieu of any fractional Common
Shares pursuant to Section 13.06.



     SECTION 13.06 No Fractional Shares to Be Issued.  No fractional Common Shares shall be issued
upon any conversion of Securities. If more than one Security of any Series shall be surrendered
for conversion at one time by the same Holder, the number of full Common Shares which shall be
issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount
of the Securities of such Series (or specified portions thereof to the extent permitted hereby) so
surrendered. Instead of a fraction of a Common Share which would otherwise be issuable upon
conversion of any Security or Securities (or specified portions thereof), the Company shall pay a
cash adjustment (computed to the nearest cent, with one-half cent being rounded upward) in respect
of such fraction of a share in an amount equal to the same fractional interest of the reported last
sales price (as defined in Section 13.05(e)) of the Common Shares on the Trading Day (as defined in
Section 13.05(e)) next preceding the day of conversion.



     SECTION 13.07 Preservation of Conversion Rights upon Consolidation, Merger, Sale or
Conveyance.  In case of any consolidation of the Company with, or merger of the Company into, any
other corporation (other than a consolidation or merger in which the Company is the surviving
corporation), or in the case of any sale or transfer of all or substantially all of the assets of
the Company, the corporation formed by such consolidation or the corporation into which the Company
shall have been merged or the corporation which shall have acquired such assets, as the case may
be, shall execute and deliver to the Trustee a supplemental indenture in accordance with the
provisions of Articles 8 and 9 as they relate to supplemental indentures, providing that the Holder
of each Outstanding Security that was convertible into Common Shares shall have the right
thereafter to convert such Security into the kind and amount of shares of stock and other
securities and property, including cash, receivable upon such consolidation, merger, sale or
transfer by a holder of the number of Common Shares into which such Securities might have been
converted immediately prior to such consolidation, merger, sale or transfer. Such supplemental
indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Article 13. Neither the Trustee nor any conversion agent
shall have any liability or responsibility for determining the correctness of any provision
contained in any such supplemental indenture relating either to the kind or amount of shares of
stock or other securities or property receivable by Holders of the Securities upon the conversion
of their Securities after any such consolidation, merger, sale or transfer, or to any adjustment to
be made with respect thereto and, subject to the provisions of Section 313 of the Trust Indenture
Act, may accept as conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, an Officers’ Certificate with respect thereto



53









 







and an Opinion of Counsel with respect to legal matters related thereto. If in the case of
any such consolidation, merger, sale or transfer, the stock or other securities and property
receivable by a Holder of the Securities includes stock or other securities and property of a
corporation other than the successor or purchasing corporation, then such supplemental indenture
shall also be executed by such other corporation and shall contain such additional provisions to
protect the interests of the Holders of the Securities as the Board of Directors shall reasonably
consider necessary. The above provisions of this Section 13.07 shall similarly apply to successive
consolidations, mergers, sales or transfers.



     SECTION 13.08 Notice to Holders of the Securities of a Series Prior to Taking Certain Types
of Action.  With respect to the Securities of any Series, in case:




     (a) the Company shall authorize the issuance to all holders of Common Shares of rights
or warrants to subscribe for or purchase shares of its capital stock or of any other right;




     (b) the Company shall authorize the distribution to all holders of Common Shares of
evidences of indebtedness or assets (except for cash dividends or distributions paid from
retained earnings of the Company);




     (c) of any subdivision or combination of Common Shares or of any consolidation or
merger to which the Company is a party and for which approval by the shareholders of the
Company is required, or of the sale or transfer of all or substantially all of the assets of
the Company; or




     (d) of the voluntary or involuntary dissolution, liquidation or winding up of the
Company;



     the Company shall cause to be filed with the Trustee and at the office or agency maintained
for the purpose of conversion of Securities of such Series pursuant to Section 3.02, and shall
cause to be mailed to the Holders of Securities of such Series at their last addresses as they
shall appear on the Security register, at least ten days prior to the applicable record date
hereinafter specified, a notice stating (i) the date as of which the holders of Common Shares to be
entitled to receive any such rights, warrants or distribution are to be determined, or (ii) the
date on which any such subdivision, combination, consolidation, merger, sale, transfer,
dissolution, liquidation, winding up or other action is expected to become effective, and the date
as of which it is expected that holders of record of Common Shares shall be entitled to exchange
their Common Shares for securities or other property, if any, deliverable upon such subdivision,
combination, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other
action. The failure to give the notice required by this Section 13.08 or any defect therein shall
not affect the legality or validity of any distribution, right, warrant, subdivision, combination,
consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action, or the
vote upon any of the foregoing.



     SECTION 13.09 Covenant to Reserve Shares for Issuance on Conversion of Securities.  The
Company at all times will reserve and keep available out of each class of its authorized Common
Shares, free from preemptive rights, solely for the purpose of issue upon



54









 







conversion of Securities of any Series as herein provided, such number of Common Shares as
shall then be issuable upon the conversion of all Outstanding Securities of such Series. The
Company covenants that all Common Shares which shall be so issuable, when issued or delivered,
shall be duly and validly issued Common Shares into which Securities of such Series are
convertible, and shall be fully paid and nonassessable, free of all liens and charges and not
subject to preemptive rights and that, upon conversion, the appropriate capital stock accounts of
the Company will be duly credited.



     SECTION 13.10 Compliance with Governmental Requirements.  If any Common Shares required to be
reserved for purposes of conversion of Securities hereunder require registration or listing with or
approval of any governmental authority under any Federal or State law, pursuant to the Securities
Act or the Securities Exchange Act or any national or regional securities exchange on which the
Common Shares are listed at the time of delivery of any Common Shares, the Company will use its
best efforts to cause such shares to be duly registered, listed or approved, as the case may be,
before such shares may be issued upon conversion.



     SECTION 13.11 Payment of Taxes upon Certificates for Shares Issued upon Conversion.  The
issuance of certificates for Common Shares upon the conversion of Securities shall be made without
charge to the converting Holders for any tax (including documentary and stamp taxes) in respect of
the issuance and delivery of such certificates, and such certificates shall be issued in the
respective names of, or in such names as may be directed by, the Holders of the Securities
converted. The Company, however, shall not be required to pay any tax that may be payable in
respect of any transfer involved in the issuance and delivery of any such certificate in a name
other than that of the Holder of the Security converted, and the Company shall not be required to
issue or deliver such certificate unless or until the Person or Persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.



     SECTION 13.12 Trustee’s Duties with Respect to Conversion Provisions.  The Trustee and any
conversion agent shall have no duty to any Holder to determine whether any facts exist that may
require any adjustment of the conversion rate, or with respect to the nature or extent of any such
adjustment when made, or with respect to the method employed, in making the same. Neither the
Trustee nor any conversion agent shall be accountable with respect to the registration under
securities laws, listing, validity or value (or the kind or amount) of any Common Shares, or of any
other securities or property, that at any time may be issued or delivered upon the conversion of
any Security, and neither the Trustee nor any conversion agent makes any representation with
respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure
of the Company to make any payment or to issue, transfer or deliver any Common Shares or stock
certificates or other securities or property upon the surrender of any Security for the purpose of
conversion. The Trustee and any conversion agent, subject to the provisions of Section 313 of the
Trust Indenture Act, shall not be responsible for any failure of the Company to comply with any of
the covenants contained in this Article 13.



     SECTION 13.13 Conversion of Securities into Preferred Shares or Other Securities.
Notwithstanding anything to the contrary in this Article 13, the Company may issue Securities that
are convertible into Preferred Shares or other securities of the Company, including Preferred
Shares convertible into Common Shares, in which case all terms and conditions relating to the



55









 







conversion of Securities into Preferred Shares or other securities, including any terms
similar to those provided in Sections 13.01 through 13.12, shall be as provided in or pursuant to
an appropriate resolution of the Board of Directors or in any indenture supplemental hereto or as
otherwise contemplated by Section 2.03.




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



	 	 	 	 	 
	 	PITNEY BOWES INC.

 	 
	 	By:  	/s/
Bruce P. Nolop 	 
	 	 	Name:  	Bruce P. Nolop 	 
	 	 	Title:  	Executive Vice President and Chief
Financial Officer 	 
	 
	 	 	 
	 	By:  	
/s/ Dessa M. Bokides 	 
	 	 	Name:  	Dessa M. Bokides 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	CITIBANK, N.A., as Trustee

 	 
	 	By:  	/s/
Patrick De Felice 	 
	 	 	Name:  	Patrick De Felice 	 
	 	 	Title:  	Vice President 	 
	 




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