Exhibit 4(E)



 







EXHIBIT
4(e)



 




HUNTINGTON BANCSHARES INCORPORATED, ISSUER




AND




JPMORGAN CHASE BANK, N.A., TRUSTEE



 




SUBORDINATED DEBT SECURITIES



 




INDENTURE




Dated as
of December 29, 2005



 



 




 









 








TABLE OF CONTENTS






 




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 
	 	RECITALS OF THE COMPANY	 	 	1	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE I	 	 	 	 
	 
	 	Definitions and Other Provisions	 	 	 	 
	 
	 	of General Application	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.1
	 	Definitions	 	 	1	 
	Section 1.2
	 	Compliance Certificates and Opinions	 	 	7	 
	Section 1.3
	 	Form of Documents Delivered to Trustee	 	 	8	 
	Section 1.4
	 	Acts of Holders; Record Dates	 	 	9	 
	Section 1.5
	 	Notices, Etc., to Trustee and Company	 	 	10	 
	Section 1.6
	 	Notice to Holders; Waiver	 	 	10	 
	Section 1.7
	 	Conflict with Trust Indenture Act	 	 	11	 
	Section 1.8
	 	Effect of Headings and Table of Contents	 	 	11	 
	Section 1.9
	 	Successors and Assigns	 	 	11	 
	Section 1.10
	 	Separability Clause	 	 	11	 
	Section 1.11
	 	Benefits of Indenture	 	 	11	 
	Section 1.12
	 	Governing Law	 	 	11	 
	Section 1.13
	 	Legal Holidays	 	 	11	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE II	 	 	 	 
	 
	 	Security Forms	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.1
	 	Forms Generally	 	 	12	 
	Section 2.2
	 	Form of Legend for Global Securities	 	 	12	 
	Section 2.3
	 	Form of Trustee’s Certificate of Authentication	 	 	12	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE III	 	 	 	 
	 
	 	The Securities	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.1
	 	Amount Unlimited; Issuable in Series	 	 	13	 
	Section 3.2
	 	Denominations	 	 	15	 
	Section 3.3
	 	Execution, Authentication, Delivery and Dating	 	 	16	 
	Section 3.4
	 	Temporary Securities	 	 	18	 
	Section 3.5
	 	Registration, Registration of Transfer and Exchange	 	 	18	 
	Section 3.6
	 	Mutilated, Destroyed, Lost, and Stolen Securities	 	 	20	 
	Section 3.7
	 	Payment of Interest; Interest Rights Preserved	 	 	21	 
	Section 3.8
	 	Persons Deemed Owners	 	 	22	 
	Section 3.9
	 	Cancellation	 	 	22	 
	Section 3.10
	 	Computation of Interest	 	 	23	 
	Section 3.11
	 	CUSIP Numbers	 	 	23	 





 
 




			
	NOTE:	 	This table of contents shall not, for any purpose, be deemed to be part of the Indenture.




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	 	 	 	 	Page	 
	 
	 
	 	ARTICLE IV	 	 	 	 
	 
	 	Satisfaction and Discharge	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.1
	 	Satisfaction and Discharge of Indenture	 	 	23	 
	Section 4.2
	 	Application of Trust Money	 	 	24	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE V	 	 	 	 
	 
	 	Remedies	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.1
	 	Events of Default	 	 	25	 
	Section 5.2
	 	Acceleration of Maturity; Rescission and Annulment	 	 	25	 
	Section 5.3
	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	 	26	 
	Section 5.4
	 	Trustee May File Proofs of Claim	 	 	27	 
	Section 5.5
	 	Trustee May Enforce Claims Without Possession of Securities	 	 	27	 
	Section 5.6
	 	Application of Money Collected	 	 	28	 
	Section 5.7
	 	Limitation on Suits	 	 	28	 
	Section 5.8
	 	Unconditional Right of Holders to Receive Principal, Premium, and Interest	 	 	29	 
	Section 5.9
	 	Restoration of Rights and Remedies	 	 	29	 
	Section 5.10
	 	Rights and Remedies Cumulative	 	 	29	 
	Section 5.11
	 	Delay or Omission Not Waiver	 	 	29	 
	Section 5.12
	 	Control by Holders	 	 	30	 
	Section 5.13
	 	Waiver of Past Defaults	 	 	30	 
	Section 5.14
	 	Undertaking for Costs	 	 	30	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VI	 	 	 	 
	 
	 	The Trustee	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.1
	 	Certain Duties and Responsibilities	 	 	31	 
	Section 6.2
	 	Notice of Defaults	 	 	31	 
	Section 6.3
	 	Certain Rights of Trustee	 	 	31	 
	Section 6.4
	 	Not Responsible for Recitals or Issuance of Securities	 	 	32	 
	Section 6.5
	 	May Hold Securities	 	 	32	 
	Section 6.6
	 	Money Held in Trust	 	 	33	 
	Section 6.7
	 	Compensation and Reimbursement	 	 	33	 
	Section 6.8
	 	Disqualification; Conflicting Interests	 	 	34	 
	Section 6.9
	 	Corporate Trustee Required; Eligibility	 	 	34	 
	Section 6.10
	 	Resignation and Removal; Appointment of Successor	 	 	34	 
	Section 6.11
	 	Acceptance of Appointment by Successor	 	 	35	 
	Section 6.12
	 	Merger, Conversion, Consolidation, or Succession to Business	 	 	37	 
	Section 6.13
	 	Preferential Collection of Claims Against Company	 	 	37	 
	Section 6.14
	 	Appointment of Authenticating Agent	 	 	37	 





 
 




			
	NOTE:	 	This table of contents shall not, for any purpose, be deemed to be part of the Indenture.



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	 	 	 	 	Page	 
	 
	 
	 	ARTICLE VII	 	 	 	 
	 
	 	Holders’ Lists and Reports By Trustee and Company	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.1
	 	Company to Furnish Trustee Names and Addresses of Holders	 	 	39	 
	Section 7.2
	 	Preservation of Information; Communications to Holders	 	 	39	 
	Section 7.3
	 	Reports by Trustee	 	 	39	 
	Section 7.4
	 	Reports by Company	 	 	40	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VIII	 	 	 	 
	 
	 	Consolidation, Merger, Conveyance, Transfer, or Lease	 	 	 	 
	 
	 	 	 	 	 	 
	Section 8.1
	 	Company May Consolidate, Etc., Only on Certain Terms	 	 	40	 
	Section 8.2
	 	Successor Substituted	 	 	41	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE IX	 	 	 	 
	 
	 	Supplemental Indentures	 	 	 	 
	 
	 	 	 	 	 	 
	Section 9.1
	 	Supplemental Indentures Without Consent of Holders	 	 	41	 
	Section 9.2
	 	Supplemental Indentures With Consent of Holders	 	 	44	 
	Section 9.3
	 	Execution of Supplemental Indentures	 	 	43	 
	Section 9.4
	 	Effect of Supplemental Indentures	 	 	43	 
	Section 9.5
	 	Conformity With Trust Indenture Act	 	 	44	 
	Section 9.6
	 	Reference in Securities to Supplemental Indentures	 	 	44	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE X	 	 	 	 
	 
	 	Covenants	 	 	 	 
	 
	 	 	 	 	 	 
	Section 10.1
	 	Payment of Principal, Premium, and Interest	 	 	44	 
	Section 10.2
	 	Maintenance of Office or Agency	 	 	44	 
	Section 10.3
	 	Money for Securities Payments to Be Held in Trust	 	 	45	 
	Section 10.4
	 	Statement by Officers as to Default	 	 	46	 
	Section 10.5
	 	Existence	 	 	46	 
	Section 10.6
	 	Maintenance of Properties	 	 	46	 
	Section 10.7
	 	Payment of Taxes and Other Claims	 	 	46	 
	Section 10.8
	 	Waiver of Certain Covenants	 	 	47	 
	Section 10.9
	 	Calculation of Original Issue Discount	 	 	47	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE XI	 	 	 	 
	 
	 	Redemption of Securities	 	 	 	 
	 
	 	 	 	 	 	 
	Section 11.1
	 	Applicability of Article	 	 	47	 
	Section 11.2
	 	Election to Redeem; Notice to Trustee	 	 	47	 
	Section 11.3
	 	Selection by Trustee of Securities to Be Redeemed	 	 	48	 
	Section 11.4
	 	Notice of Redemption	 	 	48	 
	Section 11.5
	 	Deposit of Redemption Price	 	 	49	 
	Section 11.6
	 	Securities Payable on Redemption Date	 	 	49	 





 
 




			
	NOTE:	 	This table of contents shall not, for any purpose, be deemed to be part of the Indenture.



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	 	 	 	 	Page	 
	 
	Section 11.7
	 	Securities Redeemed in Part 	 	 	50	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE XII	 	 	 	 
	 
	 	Sinking Funds	 	 	 	 
	 
	 	 	 	 	 	 
	Section 12.1
	 	Applicability of Article	 	 	50	 
	Section 12.2
	 	Satisfaction of Sinking Fund Payments with Securities	 	 	50	 
	Section 12.3
	 	Redemption of Securities for Sinking Fund	 	 	51	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE XIII	 	 	 	 
	 
	 	Defeasance and Covenant Defeasance	 	 	 	 
	 
	 	 	 	 	 	 
	Section 13.1
	 	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	 	 	51	 
	Section 13.2
	 	Defeasance and Discharge	 	 	51	 
	Section 13.3
	 	Covenant Defeasance	 	 	52	 
	Section 13.4
	 	Conditions to Defeasance or Covenant Defeasance	 	 	52	 
	Section 13.5
	 	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	 	 	54	 
	Section 13.6
	 	Reinstatement	 	 	55	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE XIV	 	 	 	 
	 
	 	Subordination of Securities	 	 	 	 
	 
	 	 	 	 	 	 
	Section 14.1
	 	Securities Subordinate to Senior Debt	 	 	55	 
	Section 14.2
	 	No Payment When Senior Debt in Default	 	 	57	 
	Section 14.3
	 	Trustee and Holders of Securities May Rely on Certificate of Liquidating Agent; Trustee May Require Further Evidence as to Ownership of Senior Debt; Trustee Not Fiduciary to Holders of Senior Debt	 	 	58	 
	Section 14.4
	 	Payment Permitted If No Default	 	 	59	 
	Section 14.5
	 	Trustee Not Charged with Knowledge of Prohibition	 	 	59	 
	Section 14.6
	 	Trustee to Effectuate Subordination	 	 	59	 
	Section 14.7
	 	Rights of Trustee as Holder of Senior Debt	 	 	60	 
	Section 14.8
	 	Article Applicable to Paying Agents	 	 	60	 
	Section 14.9
	 	Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Debt	 	 	60	 
	Section 14.10
	 	Modification of Subordination Provisions	 	 	60	 








 
 




			
	NOTE:	 	This table of contents shall not, for any purpose, be deemed to be part of the Indenture.



iv









 

w








HUNTINGTON BANCSHARES INCORPORATED

Certain Sections of this Indenture relating to

Sections 310 through 318, inclusive, of the

Trust Indenture Act of 1939:




	 	 	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	§ 310
	 	(a)(1)	 	 	6.9
	 
	 	(a)(2)	 	 	6.9
	 
	 	(a)(3)	 	Not Applicable
	 
	 	(a)(4)	 	Not Applicable
	 
	 	(b)	 	 	6.8
	 
	 	 	 	 	6.10
	§ 311
	 	(a)	 	 	6.13
	 
	 	(b)	 	 	6.13
	§ 312
	 	(a)	 	 	7.1
	 
	 	(b)	 	 	7.2(a)
	 
	 	(c)	 	 	7.2(b)
	§ 313
	 	(a)	 	 	7.3(a)
	 
	 	(b)	 	 	7.3(a)
	 
	 	(c)	 	 	7.3(a)
	 
	 	(d)	 	 	7.3(b)
	§ 314
	 	(a)	 	 	7.4
	 
	 	(a)(4)	 	 	1.2
	 
	 	 	 	 	10.4
	 
	 	(b)	 	Not Applicable
	 
	 	(c)(1)	 	 	1.2
	 
	 	(c)(2)	 	 	1.2
	 
	 	(c)(3)	 	Not Applicable
	 
	 	(d)	 	Not Applicable
	 
	 	(e)	 	 	1.2
	§ 315
	 	(a)	 	 	6.1
	 
	 	(b)	 	 	6.2
	 
	 	(c)	 	 	6.1
	 
	 	(d)	 	 	6.1
	 
	 	(d)(1)	 	 	6.1
	 
	 	(d)(2)	 	 	6.1
	 
	 	(d)(3)	 	 	6.1
	 
	 	(e)	 	 	5.14
	§ 316
	 	(a)(1)(A)	 	 	5.2
	 
	 	 	 	 	5.12
	 
	 	(a)(1)(B)	 	 	5.13
	 
	 	(a)(2)	 	Not Applicable
	 
	 	(b)	 	 	5.8
	 
	 	(c)	 	 	1.4(c)
	§ 317
	 	(a)(1)	 	 	5.3
	 
	 	(a)(2)	 	 	5.4
	 
	 	(b)	 	 	10.3
	§ 318
	 	(a)	 	 	1.7








 




			
	NOTE:	 	This shall not, for any purpose, be deemed to be part of the
Indenture.






v









 








     INDENTURE,
dated as of December 29, 2005, between HUNTINGTON BANCSHARES INCORPORATED, a
corporation duly organized and existing under the laws of the State of Maryland (the “Company”),
having its principal office at Huntington Center, 41 South High Street, Columbus, Ohio 43287 and
JPMorgan Chase Bank, N.A., a national banking association, as Trustee (the “Trustee”).



RECITALS OF THE COMPANY




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



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



NOW, THEREFORE, THIS INDENTURE WITNESSETH:




     For and in consideration of the premises and the purchase of the Securities by the Holders, it
is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of
any series of the Securities, as follows:



ARTICLE I

Definitions And Other Provisions

Of General Application




     Section 1.1. Definitions.



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



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



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



     (3) all accounting terms not otherwise defined in this Indenture have the meanings assigned to
them in accordance with accounting principles generally accepted in the United States and, except
as otherwise expressly provided in this Indenture, the term “accounting principles generally
accepted in the United States” with respect to any computation required or permitted under this
Indenture shall mean such accounting principles as are generally accepted in the United States at
the date of such computation; and



 









 





     (4) unless the context otherwise requires, any reference to an “Article” or a “Section” refers
to an Article or a Section, as the case may be, of this Indenture.



     “Act”, when used with respect to any Holder, has the meaning specified in Section 1.4(a).



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



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



     “Authorized Officer” means any officer of the Company designated by or pursuant to a Board
Resolution to take certain actions as specified in this Indenture.



     “Board of Directors” means either the board of directors of the Company or any other duly
authorized committee of that board.



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



     “Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday, and Friday which is not a day on which banking institutions in that Place of
Payment are authorized or obligated by law or executive order to close.



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



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



     “Company Request” or “Company Order” means a written request or order signed in the name of
the Company by its Chairman, a Vice Chairman, its President, its Chief Financial Officer, or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller,
its Secretary, or an Assistant Secretary, and delivered to the Trustee.



2









 





     “Corporate Trust Office” means the office of the Trustee at which any particular time its
corporate trust business shall be administered, which office as of the date of this Indenture is
located at 4 New York Plaza, 15th Floor, New York, NY 10004.



     “Covenant Defeasance” has the meaning specified in Section 13.3.



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



     “Defeasance” has the meaning specified in Section 13.2.



     “Depositary” means, with respect to the Securities of any series issuable or issued in whole
or in part in the form of one or more Global Securities, the Person designated as Depositary for
such series by the Company pursuant to Section 3.1, which Person shall be a clearing agency
registered under the Exchange Act.



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



     “Exchange Act” means the Securities Exchange Act of 1934, as amended now or in the future and
any successor statute.



     “Global Security” means a Security bearing the legend prescribed in Section 2.2 evidencing all
or part of a series of Securities, authenticated and delivered to the Depositary for such series or
its nominee, and registered in the name of such Depositary or nominee.



     “Holder” means a Person in whose name a Security is registered in the Security Register.



     “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more supplemental indentures entered into pursuant to the
applicable provisions of this Indenture, including, for all purposes of this Indenture and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this Indenture and any such supplemental indenture, respectively. The term “Indenture”
shall also include the terms of particular series of Securities established as contemplated by
Section 3.1.



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



     “Maturity”, when used with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable in accordance with its terms
or the terms of this Indenture, whether at the Stated Maturity or by declaration of acceleration,
call for redemption, or otherwise.



     “Officers’ Certificate” means a certificate signed by the Chairman, a Vice
Chairman, the President, the Chief Financial Officer, or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary, or an
Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an



3









 







Officers’ Certificate given pursuant to Section 10.4 shall be the principal executive, financial,
or accounting officer of the Company.



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company.



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



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




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




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




     (iii) Securities which have been paid pursuant to Section 3.6 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a
protected purchaser in whose hands such Securities are valid obligations of the Company;




     (iv) Securities which have been defeased pursuant to Section 13.2; and




     (v) Securities not deemed outstanding pursuant to Section 11.3;


provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand, authorization,
direction, notice, consent, or waiver under this Indenture, (i) the principal amount of an Original
Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal
that would be due and payable as of the date of such determination upon acceleration of its
maturity pursuant to Section 5.2, (ii) if, as of such date, the principal amount payable at the
Stated Maturity of a Security is not determinable, the principal amount of such Security which
shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by
Section 3.1, and (iii) Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor (in either case other than in such
Affiliate’s or obligor’s fiduciary capacity) shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying upon




4









 







any such request, demand, authorization, direction, notice, consent, or waiver, only Securities
which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect
to such Securities and that the pledgee is not the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor.




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



     “Periodic Offering” means an offering of Securities of any series from time to time, the
specific terms of which Securities, including, without limitation, its rate or rates of interest,
if any, its Stated Maturity, and redemption provisions, if any, with respect to such Securities are
to be determined by the Company or its agents upon the issuance of such Securities.



     “Person” means any individual, corporation, limited liability company, partnership, joint
venture, trust, unincorporated organization, or government or any agency or political subdivision
of any government.



     “Place of Payment”, when used with respect to the Securities of any series, means the place or
places where the principal of and any premium and interest on the Securities of that series are
payable as specified as contemplated by Section 3.1.



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



     “Ranking junior to the Securities”, when used with respect to any obligation of the Company,
shall mean any obligation of the Company which (a) ranks junior to and not equally with or prior to
the Securities (or any other obligations of the Company ranking on a parity with the Securities) in
right of payment upon the happening of any event of the kind specified in the first sentence of the
second paragraph in Section 14.1 or (b) is specifically designated as ranking junior to the
Securities by express provision in the instrument creating or evidencing such obligation. The
securing of any obligations of the Company, otherwise ranking junior to the Securities, shall be
deemed to prevent such obligations from constituting obligations ranking junior to the Securities.



     “Ranking on a parity with the Securities”, when used with respect to any obligation of the
Company, shall mean any obligation of the Company which (a) ranks equally with and not prior to the
Securities in right of payment upon the happening of any event of the kind specified in the first
sentence of the second paragraph of Section 14.1 or (b) is specifically designated as ranking on a
parity with the Securities by express provision in the instrument creating or evidencing such
obligation. The securing of any obligations of the Company, otherwise ranking on a parity with



5









 







the Securities, shall not be deemed to prevent such obligations from constituting obligations
ranking on a parity with the Securities.



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



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



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by Section 3.1.



     “Responsible Officer”, when used with respect to the Trustee, means any officer of the Trustee
having direct responsibility for the administration of this Indenture and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is referred because
of his knowledge of and familiarity with the particular subject.



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



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



     “Senior Debt” means





     (i) any of the Company’s indebtedness for borrowed or purchased money, whether or not
evidenced by bonds, debentures, notes, or other written instruments,




     (ii) the Company’s obligations under letters of credit,




     (iii) any of the Company’s indebtedness or other obligations with respect to commodity
contracts, interest rate and currency swap agreements, cap, floor, and collar agreements,
currency spot and forward contracts, and other similar agreements or arrangements designed
to protect against fluctuations in currency exchange or interest rates, and




     (iv) any guarantees, endorsements (other than by endorsement of negotiable instruments
for collection in the ordinary course of business), or other similar contingent obligations
in respect of obligations of others of a type described in clauses (i), (ii), and (iii),
whether or not such obligation is classified as a liability on a balance sheet prepared in
accordance with accounting principles generally accepted in the United States,


in each case whether outstanding on the date of execution of this Indenture or incurred later,
other than obligations ranking on a parity with the Securities or ranking junior to the Securities.




6









 








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



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



     “Subsidiary”
means a corporation or other Person more than 50% of the outstanding
voting stock or a majority of the controlling interest of which is
owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock”
means stock which ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of any contingency.



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



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as in force at the date as of
which this Indenture was executed; provided, however, that in the event the Trust
Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939, as so amended.



     “U.S. Government Obligation” has the meaning specified in Section 13.4.



     “Vice President”, when used with respect to the Company or the Trustee, means any vice
president (but shall not include any assistant vice president), whether or not designated by a
number or a word or words added before or after the title “vice president”.



     “Wholly Owned Subsidiary” means any Subsidiary all of whose outstanding voting stock (other
than directors’ qualifying shares) shall at the time be owned by the Company or one or more of its
Wholly Owned Subsidiaries.



     Section 1.2. Compliance Certificates and Opinions.



     Upon any application to or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall
be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or
an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the
Trust Indenture Act and any other requirements set forth in this Indenture.



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     Every certificate or opinion (other than the Officers’ Certificate delivered under Section
10.4 of this Indenture) with respect to compliance with a condition or covenant provided for in
this Indenture shall include:



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




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




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




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




     Section 1.3. Form of Documents Delivered to Trustee.



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



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



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



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     Section 1.4. Acts of Holders; Record Dates.



     (a) Any request, demand, authorization, direction, notice, consent, waiver, or other action
provided or permitted by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by agent duly appointed in writing; and, except as otherwise expressly provided in this
Indenture, such action shall become effective when such instrument or instruments are delivered to
the Trustee and, where it is expressly required by this Indenture, to the Company. Such instrument
or instruments (and the action embodied in and evidenced by such instrument or instruments) are
sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.



     Without limiting the generality of the foregoing, a Holder, including a Depositary that is a
Holder of a Global Security, may make, give, or take, by a proxy or proxies, duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver, or other action
provided or permitted in this Indenture to be made, given, or taken by Holders, and a Depositary
that is a Holder of a Global Security may provide its proxy or proxies to the beneficial owners of
interest in any such Global Security.



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



     (c) The Company may, in the circumstances permitted by the Trust Indenture Act, fix any day as
the record date for the purpose of determining the Holders of Securities of any series entitled to
give or take any request, demand, authorization, direction, notice, consent, waiver, or other
action, or to vote on any action, authorized, or permitted to be given or taken by Holders of
Securities of such series. If not set by the Company prior to the first solicitation of a Holder
of Securities of such series made by any Person in respect of any such action, or, in the case of
any such vote, prior to such vote, the record date for any such action or vote shall be the
30th day (or, if later, the date of the most recent list of Holders required to be
provided pursuant to Section 7.1) prior to such first solicitation or vote, as the case may be.
With regard to any record date for action to be taken by the Holders of one or more series of
Securities, only the Holders of Securities of such series on such date (or their duly designated
proxies) shall be entitled to give, take, or vote on the relevant action.



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



9









 





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



     (f) Without limiting the foregoing, a Holder entitled to give or take any action under this
Indenture with regard to any particular Security may do so with regard to all or any part of the
principal amount of such Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any different part of such principal amount.



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



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



     (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose under
this Indenture if made, given, furnished, or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Worldwide Securities Services, or



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



     Section 1.6. Notice to Holders; Waiver.



     Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise expressly provided in this Indenture) if in writing and
mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.



     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be



10









 







made with the approval of the Trustee shall constitute a sufficient notification for every purpose
under this Indenture.



     Section 1.7. Conflict with Trust Indenture Act.



     If any provision of this Indenture limits, qualifies, or conflicts with a provision of the
Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the
latter 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 1.8. Effect of Headings and Table of Contents.



     The Article and Section headings in this Indenture and the Table of Contents are for
convenience only and shall not affect the construction of this Indenture.



     Section 1.9. Successors and Assigns.



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



     Section 1.10. Separability Clause.



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



     Section 1.11. Benefits of Indenture.



     Nothing in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties to this Indenture and their successors under this Indenture, any benefit or
any legal or equitable right, remedy or claim under this Indenture.



     Section 1.12. Governing Law.



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



     Section 1.13. Legal Holidays.



     In any case where any Interest Payment Date, Redemption Date, or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities, other than a provision of the Securities of any
series which specifically states that such provision shall apply in lieu of this Section) payment
of interest or principal (and premium, if any) need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of



11









 







Payment with the same force and effect as if made on the Interest Payment Date, or Redemption Date,
or at the Stated Maturity, provided that no interest shall accrue with respect to the
payment due on such date for the period from and after such Interest Payment Date, Redemption Date,
or Stated Maturity, as the case may be.



ARTICLE II

Security Forms




     Section 2.1. Forms Generally.



     The Securities of each series shall be in substantially such form (not inconsistent with this
Indenture) as shall be established by or pursuant to one or more Board Resolutions or in one or
more indentures supplemental to this Indenture, in each case with such appropriate insertions,
omissions, substitutions, and other variations as are required or permitted by this Indenture, and
may have such letters, numbers, or other marks of identification and such legends or endorsements
placed on them as may be required to comply with the rules of any securities exchange or as may,
consistently with this Indenture, be determined by the officers executing such Securities, as
evidenced by their execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered
to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Securities.



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



     Section 2.2. Form of Legend for Global Securities.



     Any Global Security authenticated and delivered under this Indenture shall bear a legend in
substantially the following form:




     “This Security is a Global Security within the meaning of the Indenture referred to in
this Security and is registered in the name of a Depositary or its nominee. This Security
may not be transferred to, or registered or exchanged for Securities registered in the name
of, any Person other than the Depositary or its nominee or a successor of such Depositary or
a nominee of such successor and no such transfer may be registered, except in the limited
circumstances described in the Indenture. Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, this Security shall be a
Global Security subject to the foregoing, except in such limited circumstances.”



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



     The Trustee’s certificates of authentication shall be in substantially the following form:



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



	 	 	 	 	 
	Dated: ____________________ 	JPMorgan Chase Bank, N.A., as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 



ARTICLE III

The Securities





     Section 3.1. Amount Unlimited; Issuable in Series.



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



     The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided,
in an Officers’ Certificate, or established in one or more indentures supplemental to this
Indenture, prior to the issuance of Securities of any series,




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




     (2) any limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6, or 11.7 and except for any
Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and
delivered under this Indenture);




     (3) the Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on Regular Record Date for such interest;




     (4) the date or dates on which the principal (and premium, if any) of the Securities of
the series is payable;




     (5) the 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 any such interest shall be payable, and the Regular Record Date for any interest
payable on any Interest Payment Date;



13









 






     (6) the place or places in addition to the Borough of Manhattan, The City of New York,
where the principal of and any premium and interest on Securities of the series shall be
payable;




     (7) the period or periods within which, the price or prices at 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 and, if other than by a Board Resolution, the manner in which any
election by the Company to redeem the Securities shall be evidenced;




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




     (9) if other than denominations of $1,000 and integral multiples in excess of such
denominations, the denominations in which Securities of the series shall be issuable;




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




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




     (12) if the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated Maturity,
the amount which shall be deemed to be the principal amount of such Securities as of any
such date for any purpose under the Securities or this Indenture, including the principal
amount which shall be due and payable upon any Maturity other than the Stated Maturity or
which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal amount shall be
determined);




     (13) the application, if any, of either or both of Section 13.2 and Section 13.3 to the
Securities of the series (including, in the case of Section 13.3, the covenants and any
Events of Default not specified therein that are subject thereto) and, if other than by a
Board Resolution, the manner in which any election pursuant to such Sections by the Company
shall be evidenced;




     (14) whether the Securities of the series shall be issuable in whole or in part in the
form of one or more Global Securities and, in such case, the Depositary or Depositaries for
such Global Security or Global Securities (if other than The Depository Trust Company), and
any circumstances other than those set forth in Section 3.5 in which



14









 






any such Global Security may be transferred to, and registered and exchanged for, Securities
registered in the name of, a Person other than the Depositary for such Global Security or
its nominee and in which any such transfer may be registered;




     (15) any Authenticating Agents, Paying Agents, or any other agents with respect to the
Securities of the series;




     (16) any other covenant or warranty included for the benefit of Securities of the
series in addition to (and not inconsistent with) those included in this Indenture for the
benefit of Securities of all series, or any other covenant or warranty included for the
benefit of Securities of the series in lieu of any covenant or warranty included in this
Indenture for the benefit of Securities of all series (including any covenant contained in
Article X), or any provision that any covenant or warranty included in this Indenture for
the benefit of Securities of all series (including any covenant contained in Article X)
shall not be for the benefit of Securities of such series, or any change to or combination
of the provisions of any such covenant or warranty included in this Indenture for the
benefit of Securities of all series (including any covenants contained in Article X) which
applies to the Securities of such series;




     (17) any addition to, deletion from, or change in the Events of Default which applies
to any Securities of the series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount of such Securities due and
payable pursuant to Section 5.2; and




     (18) any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 9.1(5)).



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any indenture supplemental to the Indenture.



     Unless otherwise provided with respect to the Securities of any series, at the option of the
Company, interest on the Securities of any series that bears interest may be paid by mailing a
check to the address of the Person entitled to such interest as such address shall appear in the
Security Register.



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



     Section 3.2. Denominations.



     The Securities of each series shall be issuable in registered form without coupons in such
denominations as shall be specified as contemplated by Section 3.1. In the absence of any such



15









 







provisions with respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiples of such denominations.



     Section 3.3. Execution, Authentication, Delivery and Dating.



     The Securities shall be executed on behalf of the Company by its Chairman, a Vice Chairman,
its President, or one of its Vice Presidents, under its corporate seal reproduced on the Securities
attested by its Secretary or one of its Assistant Secretaries. The signature of any of these
officers of the Securities may be manual or facsimile.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with the documents referred to below in this Section 3.3, for the
authentication and delivery of such Securities, and the Trustee shall authenticate and deliver such
Securities to or upon a Company Order or pursuant to such procedures acceptable to the Trustee and
to such recipients as may be specified from time to time by a Company Order. If so provided in or
pursuant to the Board Resolution or supplemental indenture establishing the Securities of any
series, the maturity date, original issue date, interest rate, and any other terms of any or all of
the Securities of such series may be determined by or pursuant to such Company Order and
procedures. If provided for in such procedures, such Company Order may authorize authentication
and delivery pursuant to oral or electronic instructions from the Company or its duly authorized
agent, which instructions shall be promptly confirmed in writing. In authenticating such
Securities and accepting the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive and (subject to Section 6.1) shall be fully
protected in relying upon, unless and until such documents have been superseded or revoked:




	 	(a)	 	a Company Order requesting such authentication and setting forth delivery
instructions if the Securities are not to be delivered to the Company, provided that,
with respect to Securities of a series subject to a Periodic Offering, (i) such Company
Order may be delivered by the Company to the Trustee at any time prior to the delivery
to the Trustee of the Securities of such series for authentication and delivery, (ii)
the Trustee shall authenticate and deliver the Securities of such series for original
issue from time to time, in an aggregate principal amount not exceeding the aggregate
principal amount established for such series, pursuant to a Company Order or pursuant
to such procedures acceptable to the Trustee as may be specified from time to time by a
Company Order, and (iii) if so provided in or pursuant to the Board Resolution or
supplemental indenture establishing the Securities of such series, the maturity date,
original issue date, interest rate, and any other terms of any or all of the




16









 






	 	 	 	Securities of such series may be determined by a Company Order or pursuant to such
procedures;
	 
	 	(b)	 	any Board Resolution, Officers’ Certificate and/or executed supplemental
indenture referred to in Sections 2.1 and 3.1 by or pursuant to which the forms and
terms of the Securities of such series were established;
	 
	 	(c)	 	an Officers’ Certificate setting forth the form or forms and the terms of the
Securities of such series, stating that such form or forms and terms have been
established pursuant to Sections 2.1 and 3.1 and comply with this Indenture, and
covering such other matters as the Trustee may reasonably request; and
	 
	 	(d)	 	an Opinion of Counsel, substantially to the effect that:






(i) the form of the Securities of such series has been duly authorized and
established in conformity with the provisions of this Indenture;




(ii) the terms of the Securities of such series (or the manner of determining such
terms) have been established by or pursuant to Board Resolution, duly authorized and
an Officers’ Certificate or a supplemental indenture in accordance with the
provisions of this Indenture; and




(iii) that such Securities, when authenticated and delivered by the Trustee and
issued by the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of
general applicability relating to or affecting creditors rights and to general
equity principles.



If such form or terms have been so established, the Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in
a manner which is not reasonably acceptable to the Trustee.



     Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the above specified documents at or prior to the time of authentication of each Security of
such series if such documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.



     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for in this Indenture executed by the Trustee by manual signature of an



17









 







authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the
only evidence, that such Security has been duly authenticated and delivered under this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and delivered but
never issued and sold by the Company, and the Company shall deliver such Security to the Trustee
for cancellation as provided in Section 3.9, for all purposes of this Indenture, such Security
shall be deemed never to have been authenticated and delivered under this Indenture and shall never
be entitled to the benefits of this Indenture.



     Section 3.4. Temporary Securities.



     Pending the preparation of definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed, or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions, and other variations as the
officers executing such Securities may determine, as evidenced by their execution of such
Securities.



     If temporary Securities of any series are issued, the Company will cause definitive Securities
of that series to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Company in a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in exchange one or more
definitive Securities of the same series, of any authorized denominations and of a like aggregate
principal amount and tenor. Until so exchanged the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive Securities of such
series and tenor.



     Section 3.5. Registration, Registration of Transfer and Exchange.



     The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office or in any other office or agency of the Company in a Place
of Payment may sometimes be collectively referred to as the “Security Register”) in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar”
for the purpose of registering Securities and transfers of Securities as provided in this
Indenture.



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



18









 





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



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



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



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



     The Company shall not be required (i) to issue, register the transfer of, or exchange
Securities of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of that series selected for redemption
under Section 11.3 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.



     Notwithstanding the foregoing and except as otherwise specified or contemplated by Section
3.1, if at any time the Depositary for the Securities of a series represented by a Global Security
or Global Securities notifies the Company that it is unwilling or unable to continue as a
Depositary for the Securities of such series or if at any time the Depositary for Securities of a
series shall no longer be registered or in good standing under the Exchange Act or other applicable
statute or regulation, the Company shall appoint a successor Depositary with respect to the
Securities of such series. If a successor Depositary for the Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice or becomes aware of
such condition, the Company will execute, and the Trustee, upon Company Request, will authenticate
and deliver, Securities of such series in definitive form in an aggregate principal amount equal to
the principal amount of the Global Security or Global Securities representing Securities of such
series in exchange for such Global Security or Global Securities.



     In the event that (i) the Company at any time and in its sole discretion determines that the
Securities of any series issued in the form of one or more Global Securities shall no longer be
represented by such Global Security or Global Securities or (ii) there shall have occurred and be
continuing an Event of Default or an event which, with the giving of notice or lapse of time or




19









 





both, would constitute an Event of Default with respect to the Securities of any series, the
Company will execute, and the Trustee, upon Company Request, will authenticate and deliver,
Securities of such series in definitive form and in an aggregate principal amount equal to the
principal amount of the Global Security or Global Securities representing such series in exchange
for such Global Security or Global Securities.




     Upon the occurrence in respect of any Global Security of any series of any one or more of the
conditions specified in the preceding two paragraphs or such other conditions as may be specified
as contemplated by Section 3.1 for such series, such Global Security may be exchanged for
Securities registered in the names of, and the transfer of such Global Security may be registered
to, such Persons (including Persons other than the Depositary with respect to such series and its
nominees) as such Depositary shall direct. Notwithstanding any other provision of this Indenture,
any Security authenticated and delivered upon registration of transfer of, or in exchange for, or
in lieu of, any Global Security shall also be a Global Security and shall bear the legend specified
in Section 2.2 except for any Security authenticated and delivered in exchange for, or upon
registration of transfer of, a Global Security pursuant to the preceding sentence.



     Section 3.6. Mutilated, Destroyed, Lost, and Stolen Securities.



     If any mutilated Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and deliver in exchange a new Security of the same series and of like
tenor and principal amount and bearing a number not contemporaneously outstanding.



     If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction
of the destruction, loss, or theft of any Security and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been acquired by a protected
purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost, or stolen Security, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.



     In case any such mutilated, destroyed, lost, or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security.



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



     Every new Security of any series issued pursuant to this Section in lieu of any destroyed,
lost, or stolen Security shall constitute an original 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 this Indenture equally and proportionately
with any and all other Securities of that series duly issued under this Indenture.



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



     Section 3.7. Payment of Interest; Interest Rights Preserved.



     Except as otherwise provided as contemplated by Section 3.1 with respect to any series of
Securities, interest on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest.



     Any interest on any Security of any series which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (“Defaulted Interest”) shall cease to be payable to
the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause
(1) or (2) below:




     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each
Security of such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as provided in this Clause. At such time the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the related Special Record Date to be mailed, first-class postage prepaid, to
each Holder of Securities of such series at his address as it appears in the Security
Register, not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the related Special Record Date having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to the
following Clause (2).




     (2) 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 such Securities may be listed, and upon such notice



21









 







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 manner of payment shall be deemed
practicable by the Trustee.



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



     Section 3.8. Persons Deemed Owners.



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



     No holder of any beneficial interest in any Global Security registered in the name of a
Depositary or its nominee shall have any rights under this Indenture with respect to such Global
Security, and such Depositary or nominee, as the case may be, may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the
Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written
certification, proxy, or other authorization furnished by a Depositary or its nominee pursuant to
this Indenture. Further, none of the Company, the Trustee, any Paying Agent, or any other agent of
the Company or the Trustee will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in any such Global
Security or for maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.



     Section 3.9. Cancellation.



     All Securities surrendered for payment, conversion, redemption, registration of transfer or
exchange, or for credit against any sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities previously authenticated and
delivered which the Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated which the Company has not issued and sold, and all Securities so delivered
shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as expressly permitted by
this Indenture. All cancelled Securities held by the Trustee shall be promptly disposed of by the
Trustee in accordance with its ordinary procedures.



22









 





     Section 3.10. Computation of Interest.



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



     Section 3.11. 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;
provided that 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, and any such redemption shall not be affected by any defect in or omission of such
numbers. The Company shall promptly notify the Trustee in writing of any change in “CUSIP”
numbers.



ARTICLE IV

Satisfaction and Discharge




     Section 4.1. Satisfaction and Discharge of Indenture.



     This Indenture shall upon Company Request cease to be of further effect, including the
provisions of Article XIV (except as to any surviving rights of registration of transfer or
exchange of Securities expressly provided for in this Indenture), and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when



     (1) either:




     (A) all Securities previously authenticated and delivered (other than (i) Securities
which have been destroyed, lost, or stolen and which have been replaced or paid as provided
in Section 3.6 and (ii) Securities for whose payment money has previously been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee
for cancellation; or




     (B) all such Securities not previously delivered to the Trustee for cancellation




     (i) have become due and payable, or




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



23









 






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




and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to
pay and discharge the entire indebtedness on such Securities not previously delivered to the
Trustee for cancellation (other than Securities which have been destroyed, lost, or stolen
and which have been replaced or paid as provided in Section 3.6), for principal and any
premium and interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;




     (2) the Company has paid or caused to be paid all other sums payable by the Company
under this Indenture; and




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



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 6.7, the obligations (if any) of the Trustee to any
Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under
Section 4.2 and the last paragraph of Section 10.3 shall survive.



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



     Section 4.2 Application of Trust Money.



     Subject to the provisions of the last paragraph of Section 10.3, all money deposited with the
Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Persons entitled to such money, of the principal and any premium and interest for whose
payment such money has been deposited with the Trustee.



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ARTICLE V

Remedies




     Section 5.1. Events of Default.



     “Events of Default”, wherever used in this Indenture with respect to Securities of any series,
means any one of the following events (whatever the reason for such Event of Default, 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):




     (1) the entry of a decree or order for relief in respect of the Company by a court
having jurisdiction in the premises in an involuntary case under any applicable bankruptcy,
insolvency, or reorganization law, now or hereafter in effect of the United States of
America or any political subdivision thereof, and such decree or order shall have continued
unstayed and in effect for a period of 60 consecutive days; or




     (2) the commencement by the Company of a voluntary case under any applicable
bankruptcy, insolvency, or reorganization law, now or hereafter in effect of the United
States of America or any political subdivision thereof, or the consent by the Company to the
entry of a decree or order for relief in an involuntary case under any such law; or




     (3) any other Event of Default as provided in Section 3.1 with respect to Securities of
that series.



     Section 5.2. Acceleration of Maturity; Rescission and Annulment.



     If an Event of Default specified in Sections 5.1(1) or 5.1(2) with respect to Securities of
any series then Outstanding shall have occurred and be continuing, then, in each and every such
case, the principal amount and interest, if any, on all of the Securities of all series then
Outstanding shall become immediately due and payable without any declaration or other act on the
part of the Trustee or any Holders.



     At any time after such a declaration of acceleration with respect to Securities of one or more
series has been made and before a judgment or decree for payment of the money due has been obtained
by the Trustee as provided below in this Article, the Holders of a majority in principal amount of
the Outstanding Securities of all affected series (voting as one class), by written notice to the
Company and the Trustee may waive all defaults with respect to all affected series, and may rescind
and annul such declaration and its consequences if:



     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue
interest on all Securities of all affected series, (B) the principal of (and premium, if any, on)
any Securities of all affected series which have become due otherwise than by such declaration of
acceleration and any interest on such Securities at the rate or rates prescribed in such
Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue



25









 




interest at the rate or rates prescribed in such Securities, and (D) all sums paid or advanced by
the Trustee under this Indenture and the reasonable compensation, expenses, disbursements, and
advances of the Trustee, its agents, and counsel;




     and



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



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



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



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



     The Company covenants that if:



     (1) default is made in the payment of any interest on any Security when such interest becomes
due and payable and such default continues for a period of 30 days,



     (2) default is made in the payment of the principal of (or premium, if any, on) any Security
at its Maturity,



     (3) default is made in the making or satisfaction of any sinking fund or analogous obligation
when the same becomes due pursuant to the terms of any Security, or



     (4) default is made in the performance, or breach, of any covenant or warranty of the Company
in this Indenture (other than a covenant or warranty a default in whose performance or whose breach
is elsewhere in this Section specifically dealt with or which has been expressly included in this
Indenture solely for the benefit of a series of Securities other than such series), and such
default or breach continues for a period of 30 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 such 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” under this Indenture,



26









 




the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for principal and any premium
and interest and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at the rate or rates
prescribed in such Securities, and, in addition, such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements, and advances of the Trustee, its agents, and counsel.




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



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



     Section 5.4. Trustee May File Proofs of Claim.



     In case of any judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property, or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions authorized under the
Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator, or other similar official in any
such judicial proceeding is authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements, and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.7.



     No provision of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment, or composition affecting the Securities or the rights of any Holder or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding; provided,
however, the Trustee may vote on behalf of the Holders for the election of a trustee in
bankruptcy or similar official and may be a member of a creditors, or other similar committee.



27









 





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



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



     Section 5.6. Application of Money Collected.



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




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




     SECOND: To the payment of amounts then due and unpaid to the holders of Senior Debt,
to the extent required by Article XIV; and




     THIRD: To the payment of the amounts then due and unpaid for principal of and any
premium and interest on the Securities in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind, according to
the amounts due and payable on such Securities for principal and any premium and interest,
respectively.



     Section 5.7. Limitation on Suits.



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




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




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




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



28









 






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




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


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




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



     Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of and any
premium and (subject to Section 3.7) any interest on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date), and
to institute suit for the enforcement of any such payment and such rights shall not be impaired
without the consent of such Holder, subject, however, to the provisions of Article XIV.



     Section 5.9. Restoration of Rights and Remedies.



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



     Section 5.10. Rights and Remedies Cumulative.



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



29









 





     Section 5.11. Delay or Omission Not Waiver.



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



     Section 5.12. Control by Holders.



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




     (1) such direction shall not be in conflict with any rule of law or with this
Indenture,




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




     (3) subject to the provisions of Section 6.1, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall, by a Responsible
Officer or Officers of the Trustee, determine that the proceeding so directed would involve
the Trustee in personal liability.



     Section 5.13. Waiver of Past Defaults.



     Subject to Section 5.2, the Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the Securities of such
series waive any past default under this Indenture with respect to such series and its
consequences, except a default (1) in the payment of the principal of or any premium or interest on
any Security of such series, or (2) in respect of a covenant or provision of this Indenture which
under Article IX cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such affected series.



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



     Section 5.14. Undertaking for Costs.



     All parties to this Indenture agree, and each Holder of any Securities by his acceptance of
such Securities shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against



30









 




the Trustee for any action taken, suffered, or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorney’s 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; but the provisions of this Section 5.14 shall not apply to
any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted
by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of
the outstanding Securities of any series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest on any Securities
on or after the Stated Maturity or Maturities expressed in such Securities (or, in the case of
redemption, on or after the Redemption Date).




ARTICLE VI

The Trustee




     Section 6.1. Certain Duties and Responsibilities.



     The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture
Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the performance of any
of its duties under this Indenture, or in the exercise of any of its rights or powers, if it shall
have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not expressly so provided,
every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section.



     Section 6.2. Notice of Defaults.



     If a default occurs under this Indenture with respect to Securities of any series, the Trustee
shall give the Holders of Securities of such series notice of such default known to it as and to
the extent provided by the Trust Indenture Act; provided, however, that except in
the case of default in the payment of the principal of or the interest on any of the Securities of
such series, or in the payment of any sinking fund installment or analogous payment on such series,
the Trustee shall be protected in withholding such notice if and so long as the board of directors
or trustees and/or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of such series. For the purpose of
this Section, the term “default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.



     Section 6.3. Certain Rights of Trustee.



     Subject to the provisions of Section 6.1:



     (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction,



31









 




consent, order, bond, debenture, note, other evidence of indebtedness, or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or parties;




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



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



     (d) 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 under this Indenture in good faith and in reliance on 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 reasonable security or indemnity against the
costs, expenses, and liabilities which might be incurred by it in compliance with such request or
direction;



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



     (g) the Trustee may execute any of the trusts or powers or perform any duties under this
Indenture 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;



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



     (i) the Trustee shall not be charged with knowledge of any default or Event of Default
with respect to the Securities unless either (1) a Responsible Officer shall have actual knowledge
of such default or Event of Default or (2) written notice of such default or Event of Default shall
have been given to the Trustee by the Company or by any Holder of the Securities; and



32









 





     (j) the permissive rights of the Trustee enumerated herein shall not be construed as duties.



     Section 6.4. Not Responsible for Recitals or Issuance of Securities.



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



     Section 6.5. May Hold Securities.



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



     Section 6.6. Money Held in Trust.



     Money held by the Trustee in trust under this Indenture 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 money received by it under this Indenture except as otherwise agreed in writing with the
Company.



     Section 6.7. Compensation and Reimbursement.



     The Company agrees:



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



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



     (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless
against, any and all loss, damage, claim, liability, or expense incurred without



33









 




negligence or bad faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts under this Indenture, including the reasonable costs and
expenses of defending itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties under this Indenture;




     (4) to secure the Company’s obligations under this Section, the Trustee shall have a lien
prior to the Securities upon all money or property held or collected by the Trustee in its capacity
as Trustee, except for such money and property which is held in trust to pay principal (and
premium, if any) or interest on particular Securities, and the claims of the Trustee under this
Section shall not be subject to the provisions of Article XIV;



     (5) when the Trustee incurs any expenses or renders any services after the occurrence of an
Event of Default specified in Section 5.1(1) or (2), such expenses and the compensation for such
services are intended to constitute expenses of administration under the United States Bankruptcy
Code (Title 11 of the United States Code) or any similar Federal or State law for the relief of
debtors; and



     (6) the provisions of this Section 6.7 shall survive the resignation or removal of the Trustee
and the termination of this Indenture.



     Section 6.8. Disqualification; Conflicting Interests.



     If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.
To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with respect to Securities
of more than one series.



     Section 6.9. Corporate Trustee Required; Eligibility.



     There shall at all times be a Trustee under this Indenture which shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus
of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant
to law or to the requirements of its supervising or examining authority, then for the purposes of
this Section (and to the extent permitted by the Trust Indenture Act), the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign immediately in the
manner and with the effect specified in this Article.



     Section 6.10. Resignation and Removal; Appointment of Successor.



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




34










 






     (b) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice of such resignation to the Company.



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



     (d) If at any time:




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




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




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


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




     (e) If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not
have been delivered to the Trustee within 30 days after the giving of such notice of resignation or
removal, the Trustee resigning or being removed may petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.



     (f) If the Trustee shall resign, be removed, or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 6.11. If, within one year
after such resignation, removal, or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, immediately upon its acceptance
of such appointment in accordance with the applicable requirements of



35









 




Section 6.11, become the successor Trustee with respect to the Securities of such series and to
that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the Company or the Holders
and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona
fide Holder of a Security of such series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.




     (g) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series to all Holders of Securities of such series in the manner provided in
Section 1.6. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.



     Section 6.11. Acceptance of Appointment by Successor.



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



     (b) In case of the appointment under this Indenture of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring Trustee, and each
successor Trustee with respect to the Securities of one or more series shall execute and deliver a
supplemental indenture wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts, and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to the Securities of all
series, shall contain such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts, and duties of the retiring Trustee with respect to the Securities of
that or those series as to which the retiring Trustee is not retiring shall continue to be vested
in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts under this
Indenture by more than one Trustee, it being understood that nothing in this Indenture or in such
supplemental indenture shall constitute such Trustees cotrustees of the same trust and that each
such Trustee shall be trustee of a trust or trusts under this Indenture separate and apart from any
trust or trusts under this Indenture administered by any other such Trustee; and, upon the
execution and delivery of such supplemental indenture, the resignation or removal of the retiring
Trustee shall become effective to the extent provided in such supplemental indenture and each



36









 




such successor Trustee, without any further act, deed, or conveyance, shall become vested with all
the rights, powers, trusts, and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor
Trustee relates; and such retiring Trustee shall duly assign,
transfer, and deliver to such successor Trustee all property and
money held by such retiring
Trustee under this Indenture with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.




     (c) Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers, and trusts referred to in paragraph (a) and (b) of this Section, as the case
may be.



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



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



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



     Section 6.13. Preferential Collection of Claims Against Company.



     If and when the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Company (or any such other obligor).



     Section 6.14. Appointment of Authenticating Agent.



     The Trustee may appoint an Authenticating Agent or Agents (which may be an affiliate of the
Company) with respect to one or more series of Securities which shall be authorized to act of
behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer, or partial redemption or conversion, or pursuant to Section
3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent shall be acceptable to the Company and shall at all times be a corporation



37









 




organized and doing business under the laws of the United States of America, any of its states, or
the District of Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to supervision or examination
by federal or state authority. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or to the requirements of the supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.




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



     An Authenticating Agent may resign at any time by giving written notice to the Trustee and to
the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving
written notice to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and shall mail written
notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve, as their names and addresses
appear in the Security Register. Any successor Authenticating Agent upon acceptance of its
appointment under this Indenture shall become vested with all the rights, powers, and duties of its
predecessor, with like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section.



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



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



38









 





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



	 	 	 	 	 
	 	 	JPMorgan Chase Bank, N.A., as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	  As Authenticating Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	  Authorized Officer





ARTICLE VII

Holder’s Lists and Reports by Trustee and Company




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




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



     (a) semi-annually, not later than June 30 and December 31 in each year, a list for each
series, in such form as the Trustee may reasonably require, of the names and addresses of the
Holders of Securities of such series as of the preceding June 15 or December 15, as the case may
be, and



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


provided, that if and so long as the Trustee shall be the Security Registrar for such
series, such lists shall not be required to be furnished.




     Section 7.2. Preservation of Information; Communications to Holders.



     (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders contained in the most recent list furnished to the Trustee as provided in
Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.1
upon receipt of a new list so furnished.



     (b) The rights of Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided by the Trust Indenture Act.



     (c) 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 either of



39









 




them shall be held accountable by reason of any disclosure of information as to names and addresses
of Holders made pursuant to the Trust Indenture Act.




     Section 7.3. Reports by Trustee.



     (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant to the Trust Indenture Act. To the extent that any such report is
required by the Trust Indenture Act with respect to any 12-month period, such report shall cover
the 12-month period ending May 15 and shall be transmitted (in accordance with the Trust Indenture
Act) by the next succeeding July 15.



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



     Section 7.4. Reports by Company.



     The Company shall file with the Trustee and the Commission, and transmit to Holders, such
information, documents, and other reports, and such summaries, as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant to such Trust Indenture Act;
provided that any such information, documents, or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee
within 15 days after the same is so required to be filed with 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 shall be entitled
to rely exclusively on Officers’ Certificates).



ARTICLE VIII

Consolidation, Merger, Conveyance, Transfer or Lease




     Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.



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



     (1) in case the Company shall consolidate with or merge into another Person or convey,
transfer, or lease its properties and assets substantially as an entirety to any Person, the Person
formed by such consolidation or into which the Company is merged or the Person which



40









 




acquires by conveyance or transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation, shall be organized and validly existing under
the laws of the United States of America, any of its states or the District of Columbia, and shall
expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and
interest on all the Securities and the performance or observance of every covenant of this
Indenture on the part of the Company to be performed or observed;




     (2) immediately after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been
incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default,
and no event which, after notice or lapse of time or both, would become an Event of Default, shall
have happened and be continuing; and



     (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer, or lease and, if a
supplemental indenture is required in connection with such transaction, such supplemental
indenture, comply with this Article and that all conditions precedent in this Indenture provided
for relating to such transaction have been complied with.



     Section 8.2. Successor Substituted.



     Upon any consolidation of the Company with, or merger of the Company into, any other Person or
any conveyance, transfer, or lease of the properties and assets of the Company substantially as an
entirety in accordance with Section 8.1, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer, or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor Person had been named as the Company in this
Indenture, and thereafter, except in the case of a lease, the predecessor Person shall be relieved
of all obligations and covenants under this Indenture and the Securities.



ARTICLE IX

Supplemental Indentures




     Section 9.1. Supplemental Indentures Without Consent of Holders.



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



     (1) to evidence the succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company in this Indenture and in the Securities; or



     (2) to add to the covenants of the Company for the benefit of the Holders of all or any series
of Securities (and if such covenants are to be for the benefit of less than all series of



41









 




Securities, stating that such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power conferred in this Indenture upon the Company; or




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



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



     (5) to add to, change, or eliminate any of the provisions of this Indenture in respect of one
or more series of Securities, provided that any such addition, change, or elimination (i)
shall neither (A) apply to any Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of
the Holder of any such Security with respect to such provision or (ii) shall become effective only
when there is no such Security Outstanding; or



     (6) to secure the Securities; or



     (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1
and 3.1; or



     (8) to evidence and provide for the acceptance of appointment under this Indenture 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 under this Indenture by more than one Trustee, pursuant to the
requirements of Section 6.11(b); or



     (9) to comply with any requirements of the Commission in connection with qualifying this
Indenture under the Trust Indenture Act; or



     (10) to cure any ambiguity, to correct or supplement any provision in this Indenture which may
be defective or inconsistent with any other provision in this Indenture, or to make any other
provisions with respect to matters or questions arising under this Indenture, provided that
such action pursuant to this clause (10) shall not adversely affect the interests of the Holders of
Securities of any series in any material respect.



     Section 9.2. Supplemental Indentures With Consent of Holders.



     With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture, by Act of such
Holders delivered to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into a supplemental indenture or indentures for the



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purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental indenture
entered into pursuant to this Section 9.2 shall, without the consent of the Holder of each
Outstanding Security affected by such supplemental indenture,




     (1) change the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce its principal amount or rate of interest or any premium
payable upon its redemption, or reduce the amount of the principal of an Original Issue Discount
Security or any other Security that would be due and payable upon a declaration of acceleration of
its Maturity pursuant to Section 5.2, or adversely affect any right of repayment at the option of
the Holder of any Security, or change any Place of Payment where any Security or any premium or
interest is payable, or impair the right to institute suit for the enforcement of any such payment
on or after its Stated Maturity (or, in the case of redemption, on or after the Redemption Date),
or modify the provisions of this Indenture with respect to the subordination of the Securities in a
manner adverse to the Holders, or



     (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver of compliance with the provisions of or defaults under this
Indenture and their consequences provided for in this Indenture, or



     (3) modify any of the provisions of this Section, Section 5.13, or Section 10.8, except to
increase any such percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each affected Outstanding Security,
provided, however, that this clause shall not be deemed to require the consent of
any Holder with respect to changes in the references to “the Trustee” and concomitant changes in
this Section, or the deletion of this proviso, in accordance with the requirements of Section
6.11(b) and 9.1(8).



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



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



     Section 9.3. Execution of Supplemental Indentures.



     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications of the trusts created by this Indenture, the Trustee
shall be entitled to receive in addition to the documents required by Section 1.2, and (subject to
Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the



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execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties, or immunities under this Indenture or otherwise.




     Section 9.4. Effect of Supplemental Indentures.



     Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance with such supplemental indenture, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities previously or
subsequently authenticated and delivered under this Indenture shall be bound by such supplemental
indenture.



     Section 9.5. Conformity With Trust Indenture Act.



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



     Section 9.6. Reference in Securities to Supplemental Indentures.



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



ARTICLE X

Covenants




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



     The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of and any premium and interest on the Securities of that
series in accordance with the terms of the Securities and this Indenture.



     Section 10.2. Maintenance of Office or Agency.



     The Company will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange, and where
notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with



44









 




its address, such presentations, surrenders, notices, and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company appoints the Trustee as its agent to receive
all such presentations, surrenders, notices, and demands.




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



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



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



     Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, prior to each due date of the principal of or any premium or interest on any Securities of
that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held
as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee in writing of its action or failure to act.



     The Company will cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent will (i) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the Securities of that series)
in the making of any payment in respect of the Securities of that series, and upon the written
request of the Trustee, immediately pay to the Trustee all sums held in trust by such Paying Agent
for payment in respect of the Securities of that series.



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



45









 





     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or any premium or interest on any Security of any series
and remaining unclaimed for two years after such principal, premium, or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company as trustee, shall
cease at such time; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the Company cause to be
published once, in a newspaper published in the English language, customarily published on each
Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice
that such money remains unclaimed and that, after a date specified in such notice, which shall not
be less than 30 days from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.



     Section 10.4. Statement by Officers as to Default.



     The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company ending after the date of this Indenture, an Officers’ Certificate (one of the signers
of which shall be the principal executive officer, principal financial officer, or principal
accounting officer of the Company), stating whether or not, to the best knowledge of the signers,
the Company is in default in the performance and observance of any of the terms, provisions, and
conditions of this Indenture (without regard to any period of grace or requirement of notice
provided under this Indenture) and, if the Company shall be in default, specifying all such
defaults and their nature and status of which they may have knowledge. The Company will deliver to
the Trustee written notice of the occurrence of any Event of Default within ten Business Days of
the Company becoming aware of any such Event of Default.



     Section 10.5. Existence.



     Subject to Article VIII, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence, rights (charter and statutory), and
franchises; provided, however, that the Company shall not be required to preserve
any such right or franchise if the Board of Directors shall determine that its preservation is no
longer desirable in the conduct of the business of the Company and that its loss is not
disadvantageous in any material respect to the Holders.



     Section 10.6. Maintenance of Properties.



     The Company will cause all material properties used or useful in the conduct of its business
or the business of any Subsidiary to be maintained and kept in good condition, repair, and working
order and supplied with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments, and improvements, all as in the judgment of the Company may be
necessary so that the business carried on by it may be properly and advantageously conducted at all
times; provided, however, that nothing in this Section shall



46









 




prevent the Company from discontinuing the operation or maintenance of any of such properties if
such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or
the business of any Subsidiary and not disadvantageous in any material respect to the Holders.




     Section 10.7. Payment of Taxes and Other Claims.



     The Company will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (1) all taxes, assessments, and governmental charges levied or imposed upon the
Company or any Subsidiary or upon the income, profits, or property of the Company or any
Subsidiary, and (2) all lawful claims for labor, materials, and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge, or claim whose amount, applicability, or validity is
being contested in good faith by appropriate proceedings and for which adequate provision is made.



     Section 10.8. Waiver of Certain Covenants.



     The Company may, with respect to the Securities of any series, omit in any particular instance
to comply with any term, provision, or condition set forth in Section 10.5 to 10.7, inclusive, or
in any covenant provided pursuant to Section 3.1(16) or 9.1(2) for the benefit of the Holders of
such series, if before the time for such compliance the Holders of a majority in principal amount
of the Outstanding Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term, provision, or condition,
but no such waiver shall extend to or affect such term, provision, or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision, or condition shall
remain in full force and effect.



     Section 10.9. Calculation of Original Issue Discount.



     If the Company has Outstanding any Original Issue Discount Securities, the Company shall file
with the Trustee within a reasonable time after the end of each calendar year a written notice
specifying the amount of original issue discount (including daily rates and accrual periods)
accrued on Outstanding Securities as of the end of such year.



ARTICLE XI

Redemption of Securities




     Section 11.1. Applicability of Article.



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



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     Section 11.2. Election to Redeem; Notice to Trustee.



     The election of the Company to redeem any Securities shall be evidenced by a Board Resolution
or in another manner specified as contemplated by Section 3.1 for such Securities. In case of any
redemption at the election of the Company, the Company shall, at least 60 calendar days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the
case of any redemption of Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officers’ Certificate evidencing compliance with such restriction.



     Section 11.3. Selection by Trustee of Securities to Be Redeemed.



     If less than all the Securities of any series are to be redeemed (unless all of the Securities
of such series and of a specified tenor are to be redeemed or such series is comprised of a single
Security), the particular Securities to be redeemed shall be selected not more than 60 days prior
to the Redemption Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple of such denomination) of the
principal amount of Securities of such series of a denomination larger than the minimum authorized
denomination for Securities of that series. If less than all of the Securities of such series and
of a specified tenor are to be redeemed (unless such series is comprised of a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence.



     The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption, the principal amount
to be redeemed. The provisions of the preceding paragraph and this paragraph shall not apply with
respect to the redemption of a series of Securities comprised of a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an authorized denomination
(which shall not be less than the minimum authorized denomination) of such Security.



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



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     Section 11.4. Notice of Redemption.



     Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.



     All notices of redemption shall state:



     (1) the Redemption Date,



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



     (3) if less than all the Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption of any Securities, the principal amounts) of
the particular Securities to be redeemed, and that on or after the date fixed for redemption, upon
surrender of such Security, a new Security or Securities of such series in authorized denominations
for an aggregate principal amount equal to the unredeemed portion will be issued,



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



     (5) the place or places where such Securities are to be surrendered for payment of the
Redemption Price and accrued interest, if any,



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



     (7) the CUSIP numbers, if any, of the Securities to be redeemed.



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




     Section 11.5. Deposit of Redemption Price.



     Prior to 10:00 a.m., New York City time, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.3) an amount of money sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.



     Section 11.6. Securities Payable on Redemption Date.



     Notice of redemption having been given in accordance with this Indenture, the Securities to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption Price specified in
the notice, and from and after such date (unless the Company shall default in the



49









 




payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest.
Upon surrender of any such Security for redemption in accordance with such notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.1, installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record Dates according to
their terms and the provisions of Section 3.7.




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



     Section 11.7. Securities Redeemed in Part.



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



ARTICLE XII

Sinking Funds




     Section 12.1. Applicability of Article.



     The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section 3.1 for Securities
of such series.



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



50









 





     Section 12.2. Satisfaction of Sinking Fund Payments with Securities.



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



     Section 12.3. Redemption of Securities for Sinking Fund.



     Not less than 90 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that series, the portion, if
any, which is to be satisfied by payment of cash and the portion, if any, which is to be satisfied
by delivering and crediting Securities of that series pursuant to Section 12.2 and the basis for
such credit and will also deliver to the Trustee any Securities to be so delivered. Not less than
30 days before each such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 11.3 and cause
notice of redemption to be given in the name of and at the expense of the Company in the manner
provided in Section 11.4. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7.



ARTICLE XIII

Defeasance and Covenant Defeasance





	 	Section 13.1. 	 	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.





     If, pursuant to Section 3.1, provision is made for either or both of (a) Defeasance of the
Securities of a series under Section 13.2 or (b) Covenant Defeasance of the Securities of a series
under Section 13.3, then the provisions of such Section or Sections, as the case may be, together
with the other provisions of this Article XIII, shall be applicable to the Securities of such
series, and the Company may at its option by Board Resolution or in any other manner specified as
contemplated by Section 3.1, at any time, with respect to the Securities of such series, elect to
have either Section 13.2 (if applicable) or Section 13.3 (if applicable) be applied to the
Outstanding Securities of such series upon compliance with the conditions set forth below in this
Article XIII.



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     Section 13.2. Defeasance and Discharge.



     Upon the Company’s exercise of the above option applicable to this Section, the Company shall
be deemed to have been discharged from its obligations with respect to the Outstanding Securities
of such series on and after the date the conditions precedent set forth below are satisfied
(“Defeasance”). For this purpose, such 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 (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following which shall survive
until otherwise terminated or discharged under this Indenture: (A) the rights of Holders of
Outstanding Securities of such series to receive, solely from the trust fund described in Section
13.4 as more fully set forth in such Section, payments of the principal of (any premium, if any)
and interest on such Securities when such payments are due, (B) the Company’s obligations with
respect to such Securities under Sections 3.4, 3.5, 3.6, 6.7, 10.2, and 10.3, and such ancillary
obligations, (C) the rights, powers, trusts, duties, immunities, and other provisions in respect of
the Trustee under this Indenture, and (D) this Article XIII. Subject to compliance with this
Article XIII, the Company may exercise its option under this Section 13.2 notwithstanding the prior
exercise of its option under Section 13.3 with respect to the Securities of such series. Following
a Defeasance, payment of the Securities of such series may not be accelerated because of an Event
of Default.



     Section 13.3. Covenant Defeasance.



     Upon the Company’s exercise of the above option applicable to this Section and after the date
the conditions set forth below are satisfied (“Covenant Defeasance”), (1) the Company shall be
released from its obligations under any covenant applicable to such Securities that is determined
pursuant to Section 3.1 to be subject to this provision, and (2) the occurrence of any event
specified in Section 5.1(1) or (2) or determined pursuant to Section 3.1 to be subject to this
provision shall not be deemed to be or result in an Event of Default. For this purpose, such
Covenant Defeasance means that, with respect to the Outstanding Securities of such series, the
Company may omit to comply with and shall have no liability in respect of any term, condition, or
limitation set forth in any such Section or Article whether directly or indirectly by reason of any
reference elsewhere in this Indenture to any such Section or Article or by reason of any reference
in any such Section to any other provision in this Indenture or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected by such Covenant Defeasance.



     Section 13.4. Conditions to Defeasance or Covenant Defeasance.



     The following shall be the conditions precedent to application of either Section 13.2 or
Section 13.3 to the Outstanding Securities of such series:



     (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee
(or another trustee which satisfies the requirements contemplated by Section 6.9 and agrees to
comply with the provisions of the Indenture applicable to it as if it were the Trustee



52









 




under this Indenture), as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such
Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled
payment of principal and interest in accordance with their terms will provide, not later than one
day before the due date of any payment, money in an amount, or (C) a combination of such money and
U.S. Government Obligations, in each case sufficient, without reinvestment, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification
delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any
such other qualifying trustee as previously provided) to pay and discharge, the principal of (and
premium, if any) and interest on the Outstanding Securities of such series on the Maturity of such
principal, any premium or interest, and any mandatory sinking fund payments or analogous payments
applicable to the Outstanding Securities of such series on their due dates. Before such a deposit,
the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a
future date or dates in accordance with Article XI, which shall be given effect in applying the
foregoing provisions. For this purpose, “U.S. Government Obligations” means securities that are
(x) direct obligations of the United States of America for the payment of which its full faith and
credit is pledged, or (y) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933,
as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment
of principal of or interest on any such U.S. Government Obligation held by such custodian for the
account of the holder of such depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on the U.S. Government Obligation
evidenced by such depository receipt.




     (2) No Event of Default or event which with notice or lapse of time or both would become an
Event of Default with respect to the Securities of such series shall have occurred and be
continuing (A) on the date of such deposit or (B) insofar as subsections 5.1(1) and (2) are
concerned, at any time during the period ending on the 120th day after the date of such
deposit or, if longer, ending on the day following the expiration of the longest preference period
applicable to the Company under federal or state law in respect of such deposit (it being
understood that the condition in this clause (B) shall not be deemed satisfied until the expiration
of such period).



     (3) Such Defeasance or Covenant Defeasance shall not (A) cause the Trustee for the Securities
of such series to have a conflicting interest as defined in Section 6.8 or for purposes of the
Trust Indenture Act with respect to any Securities of the Company or (B) result in the trust
arising from such deposit to constitute, unless it is qualified as, a regulated investment company
under the Investment Company Act of 1940, as amended.



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     (4) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or
constitute a default under, this Indenture or any other agreement or instrument to which the
Company is a party or by which it is bound.



     (5) Such Defeasance or Covenant Defeasance shall not cause any Securities of such series then
listed on any registered national securities exchange under the Securities Exchange Act of 1934, as
amended, to be delisted.



     (6) In the case of an election under Section 13.2, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (x) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (y) since the date of this Indenture there
has been a change in the applicable federal income tax law, in either case to the effect that, and
based on such ruling or change such opinion shall confirm that, the Holders of the Outstanding
Securities of such series will not recognize income, gain, or loss for federal income tax purposes
as a result of such Defeasance and will be subject to federal income tax on the same amounts, in
the same manner, and at the same times as would have been the case if such Defeasance had not
occurred.



     (7) In the case of an election under Section 13.3, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such
series will not recognize income, gain, or loss for federal income tax purposes as a result of such
Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same
manner, and at the same times as would have been the case if such Covenant Defeasance had not
occurred.


     (8) The
Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that (subject to customary qualifications and assumptions)
after the period described in Section 13.4(2), the trust funds will
not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization, or similar laws affecting creditors’
rights generally.


     (9) Such Defeasance or Covenant Defeasance shall be effected in compliance with any additional
terms, conditions, or limitations which may be imposed on the Company in connection with such
Defeasance or Covenant Defeasance pursuant to Section 3.1.




     (10) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for relating to either the Defeasance
under Section 13.2 or the Covenant Defeasance under Section 13.3 (as the case may be) have been
complied with.




	 	Section 13.5.	 	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.





     Subject to the provisions of the last paragraph of Section 10.3, all money and U.S. Government
Obligations (including any proceeds) deposited with the Trustee or other qualifying trustee (solely
for purposes of this Section and Section 13.6, the Trustee and any such other qualifying trustee
are referred to collectively as the “Trustee”) pursuant to Section 13.4 in respect of the
Outstanding Securities of such series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (but not including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities, of all sums due and to




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become due on such Securities in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by law.




     The Company shall pay and indemnify the Trustee against any tax, fee, or other charge imposed
on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 13.4
or the principal and interest received in respect of such money or U.S. Government Obligations
other than any such tax, fee, or other charge which by law is for the account of the Holders of
Outstanding Securities.



     Anything in this Indenture to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request any money or U.S. Government Obligations held
by it as provided in Section 13.4 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification delivered to the Trustee, are
in excess of the amount which would then be required to be deposited to effect an equivalent
Defeasance or Covenant Defeasance.



     Section 13.6. Reinstatement.



     If the Trustee or the Paying Agent is unable to apply any money or U.S. Government Obligations
in accordance with Section 13.5 by reason of any order or judgment of any court or governmental
authority enjoining, restraining, or otherwise prohibiting such application, then the Company’s
obligations under the Securities of such series shall be revived and reinstated as though no
deposit had occurred pursuant to this Article XIII until such time as the Trustee or Paying Agent
is permitted to apply all such money and U.S. Government Obligations in accordance with Section
13.5; provided, however, that if the Company makes any payment of principal of (and
premium, if any) or interest on any such Security following the reinstatement of its obligations,
the Company shall be entitled, at its election, (a) to receive from the Trustee or Paying Agent, as
applicable, that portion of such money or U.S. Government Obligations equal to the amount of such
payment, or (b) to be subrogated to the rights of the Holders of such Securities to receive such
payment from the money and U.S. Government Obligations held by the Trustee or the Paying Agent.



ARTICLE XIV

Subordination Of Securities



     Section 14.1. Securities Subordinate to Senior Debt.



     The Company covenants and agrees that anything in this Indenture or the Securities of any
series to the contrary notwithstanding, the indebtedness evidenced by the Securities of each series
is subordinate and junior in right of payment to all Senior Debt to the extent provided in this
Indenture, and each Holder of Securities of each series, by such Holder’s acceptance of such
Securities, likewise covenants and agrees to the subordination provided in this Indenture and shall
be bound by the provisions of this Indenture. Senior Debt shall continue to be Senior Debt and
entitled to the benefits of these subordination provisions irrespective of any amendment,



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modification, or waiver of any term of the Senior Debt or extension or renewal of the Senior Debt.




     In the event of




     (a) any insolvency, bankruptcy, receivership, liquidation, reorganization,
readjustment, composition, or other similar proceeding relating to the Company or its
property,




     (b) any proceeding for the liquidation, dissolution, or other winding up of the
Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy
proceedings,




     (c) any assignment by the Company for the benefit of creditors, or




     (d) any other marshalling of the assets of the Company,


all Senior Debt (including any interest on such Senior Debt accruing after the commencement of any
such proceedings) shall first be paid in full before any payment or distribution, whether in cash,
securities, or other property, shall be made to any Holder of any of the Securities on account of
such Securities. Any payment or distribution, whether in cash, securities, or other property
(other than securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to the extent provided
in these subordination provisions with respect to the indebtedness evidenced by the Securities, to
the payment of all Senior Debt at the time outstanding and to any securities issued in respect of
such Senior Debt under any such plan of reorganization or readjustment), which would otherwise (but
for these subordination provisions) be payable or deliverable in respect of the Securities of any
series shall be paid or delivered directly to the holders of Senior Debt in accordance with the
priorities then existing among such holders until all Senior Debt (including any interest on such
Senior Debt accruing after the commencement of any such proceedings) shall have been paid in full.
In the event of any such proceeding, after payment in full of all sums owing with respect to Senior
Debt, the Holders of the Securities, together with the holders of any obligations of the Company
ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of
the Company the amounts at the time due and owing on account of unpaid principal of (and premium,
if any) and interest on the Securities and such other obligations before any payment or other
distribution, whether in cash, property, or otherwise, shall be made on account of any capital
stock or any obligations of the Company ranking junior to the Securities and such other
obligations.




     In the event that, notwithstanding the foregoing, any payment or distribution of any character
or any security, whether in cash, securities, or other property (other than securities of the
Company or any other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Debt at
the time outstanding and to any securities issued in respect of such Senior Debt under any such
plan of reorganization or readjustment), shall be received by the Trustee or any



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Holder in contravention of any of the terms of this Indenture such payment or distribution or
security shall be received in trust for the benefit of, and shall be paid over or delivered and
transferred to, the holders of the Senior Debt at the time outstanding in accordance with the
priorities then existing among such holders for applications to the payment of all Senior Debt
remaining unpaid, to the extent necessary to pay all such Senior Debt in full. In the event of the
failure of the Trustee or any Holder to endorse or assign any such payment, distribution, or
security, each holder of Senior Debt is irrevocably authorized to endorse or assign the same.




     No present or future holder of any Senior Debt shall be prejudiced in the right to enforce
subordination of the indebtedness evidenced by the Securities by any act or failure to act on the
part of the Company. Nothing contained in this Indenture shall impair, as between the Company and
the Holders of Securities of each series, the obligation of the Company to pay to such Holders the
principal of (and premium, if any) and interest on such Securities or prevent the Trustee or the
Holder from exercising all rights, powers and remedies otherwise permitted by applicable law or
under this Indenture upon a default or Event of Default, all subject to the rights of the holders
of the Senior Debt to receive cash, securities, or other property otherwise payable or deliverable
to the Holders.



     Senior Debt shall not be deemed to have been paid in full unless the holders shall have
received cash, securities, or other property equal to the amount of such Senior Debt then
outstanding. Upon the payment in full of all Senior Debt, the Holders of Securities of each series
shall be subrogated to all rights of any holders of Senior Debt to receive any further payments or
distributions applicable to the Senior Debt until the indebtedness evidenced by the Securities of
such series shall have been paid in full, and such payments or distributions received by such
Holders, by reason of such subrogation, of cash, securities, or other property which otherwise
would be paid or distributed to the holders of Senior Debt shall, as between the Company and its
creditors other than the holders of Senior Debt, on the one hand, and such Holders, on the other
hand, be deemed to be a payment by the Company on account of Senior Debt, and not on account of the
Securities of such series.



     The Trustee and Holders will take such action (including, without limitation, the delivery of
this Indenture to an agent for the holders of Senior Debt or consent to the filing of a financing
statement with respect to this Indenture) as may, in the opinion of counsel designated by the
holders of a majority in principal amount of the Senior Debt at the time outstanding, be necessary
or appropriate to assure the effectiveness of the subordination effected by these provisions.



     The provisions of this Section 14.1 shall not impair any rights, interests, remedies, or
powers of any secured creditor of the Company in respect of any security interest the creation of
which is not prohibited by the provisions of this Indenture.



     Section 14.2 No Payment When Senior Debt in Default.



     (a) In the event and during the continuation of any default in the payment of the principal
of or any premium or interest on any Senior Debt beyond any applicable grace period with respect to
such Senior Debt, or in the event that any event of default with respect to any Senior



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Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or the
trustee on behalf of the holders of such Senior Debt) to declare such Senior Debt due and payable
prior to the date on which it would otherwise have become due and payable, unless and until such
event of default shall have been cured or waived or shall have ceased to exist and such
acceleration shall have been rescinded or annulled, or (b) in the event any judicial proceeding
shall be pending with respect to any such default in payment or event of default, then no payment
(including any payment which may be payable by reason of the payment of any other indebtedness of
the Company being subordinated to the payment of the Securities) shall be made by the Company on
account of the principal of or any premium or interest on the Securities or on account of the
purchase or other acquisition of Securities, provided, however, that nothing in
this Section 14.2 shall prevent the satisfaction of any sinking fund payment in accordance with
Article XII by delivering and crediting pursuant to Section 12.2 Securities which have been
acquired (upon redemption or otherwise) prior to such default in payment or event of default.




     In the event that, notwithstanding the foregoing, the Company shall make any payment to the
Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.2,
and if such fact shall, at or prior to the time of such payment, have been made known to a
Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such
payment shall be paid over and delivered to the Company.



     The provisions of this Section 14.2 shall not apply to any payment with respect to which
Section 14.1 would be applicable.




	 	    Section 14.3. 	Trustee and Holders of Securities May Rely on Certificate of Liquidating
Agent; Trustee May Require Further Evidence as to Ownership of Senior Debt; Trustee Not
Fiduciary to Holders of Senior Debt.





     Upon any payment or distribution of assets of the Company referred to in this Article XIV, the
Trustee and the Holders shall be entitled to rely upon an order or decree made by any court of
competent jurisdiction in which such dissolution or winding up or liquidation or reorganization or
arrangement proceedings are pending or upon a certificate of the trustee in bankruptcy, receiver,
assignee for the benefit of creditors, or other Person making such payment or distribution,
delivered to the Trustee or to the Holders, for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount of or payable on and the amount or amounts paid or distributed on such Senior
Debt or other indebtedness, and all other facts pertinent to such Senior Debt or other indebtedness
or to this Article XIV. In the absence of any such bankruptcy trustee, receiver, assignee, or
other Person, the Trustee shall be entitled to rely upon a written notice by a Person representing
himself or herself to be a holder of Senior Debt (or a trustee or representative on behalf of such
holder) as evidence that such Person is a holder of such Senior Debt (or is such a trustee or
representative). In the event that the Trustee determines, in good faith, that further evidence is
required with respect to the right of any Person as a holder of Senior Debt to participate in any
payments or distributions pursuant to this Article XIV, the Trustee may request such person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held
by such Person, as to the extent to which such Person is entitled to participate in such payment or
distribution, and as to other facts pertinent to the rights



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of such Person under this Article XIV, and if such evidence is not furnished, the Trustee may offer
any payment to such Person pending judicial determination as to the right of such Person to receive
payment. The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of
Senior Debt.




     Section 14.4. Payment Permitted If No Default.



     Nothing contained in this Article XIV or elsewhere in this Indenture, or in any of the
Securities, shall prevent (a) the Company at any time, except during the pendency of any

dissolution, winding up, liquidation, or reorganization proceedings referred to in Section 14.1 or
under the conditions specified in Section 14.2, from making payments of the principal of (or
premium, if any) or interest on the Securities or (b) the application by the Trustee or any Paying
Agent of any moneys deposited with it under this Indenture to payments of the principal of or
interest on the Securities, if, at the time of such deposit, the Trustee or such Paying Agent, as
the case may be, did not have the written notice provided for in Section 14.5 of any event
prohibiting the making of such deposit, or if, at the time of such deposit (whether or not in
trust) by the Company with the Trustee or any Paying Agent (other than the Company) such payment
would not have been prohibited by the provisions of this Article, and the Trustee or any Paying
Agent shall not be affected by any notice to the contrary received by it on or after such date.



     Section 14.5. Trustee Not Charged with Knowledge of Prohibition.



     Anything in this Article XIV or elsewhere contained in this Indenture to the contrary
notwithstanding, the Trustee shall not at any time be charged with knowledge of the existence of
any facts which would prohibit the making of any payment of money to or by the Trustee and shall be
entitled conclusively to assume that no such facts exist and that no event specified in Section
14.1 or Section 14.2 has happened, until the Trustee shall have received an Officers’ Certificate
at least 3 business days prior to the date on which any payment should be made, to that effect or
notice in writing to that effect signed by or on behalf of the holder or holders, or their
representatives, of Senior Debt who shall have been certified by the Company or otherwise
established to the reasonable satisfaction of the Trustee to be such holder or holders or
representatives or from any trustee under any indenture pursuant to which such Senior Debt shall be
outstanding. The Company shall give prompt written notice to the Trustee and to the Paying Agent
of any facts which would prohibit the payment of money to or by the Trustee or any Paying Agent.



     Section 14.6. Trustee to Effectuate Subordination.



     Each Holder of Securities by such Holder’s acceptance authorizes and directs the Trustee in
such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the
subordination as between such Holder and holders of Senior Debt as provided in this Article and
appoints the Trustee its attorney-in-fact for any and all such purposes.



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     Section 14.7. Rights of Trustee as Holder of Senior Debt.



     The Trustee shall be entitled to all the rights set forth in this Article with respect to any
Senior Debt which may at the time be held by it, to the same extent as any other holder of Senior
Debt; provided that nothing in this Article shall deprive the Trustee of any rights as such holder
and provided further that nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.7



     Section 14.8. Article Applicable to Paying Agents.



     In case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting under this Indenture, the term “Trustee” as used in this Article shall
in such case (unless the context shall otherwise require) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and purposes as if the
Paying Agent were named in this Article in addition to or in place of the Trustee, provided,
however, that Sections 14.5 and 14.7 shall not apply to the Company or any Affiliate of the Company
if the Company or such Affiliate acts as Paying Agent.



     Section 14.9. Subordination Rights Not Impaired by Acts or Omissions of the Company or
Holders of Senior Debt.


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



     Section 14.10 Modification of Subordination Provisions.



     Anything in Article IX or elsewhere contained in this Indenture to the contrary
notwithstanding, no modification or amendment and no supplemental indenture shall modify the
subordination provisions of this Article XIV in a manner that would adversely affect the holders of
Senior Debt.



 






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



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



	 	 	 	 	 
	 	 	HUNTINGTON BANCSHARES INCORPORATED
	 
	 	 	 	 
	 

	 	By:	 	/s/ Donald R. Kimble 
	 

	 	 	 	 
	 

	 	Title:	 	Donald R. Kimble, Executive Vice
President 
	 
	 	 	 	 
	 

	 	JPMORGAN CHASE BANK, N.A., as Trustee
	 	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ James D. Heaney
	 

	 	 	 	 
	 

	 	Title:	 	James D. Heaney, Vice President






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