exv4wxdy



 




Exhibit 4(d)



 



 

 


 



HUTCHINSON TECHNOLOGY INCORPORATED



TO



 



Trustee



 



 



INDENTURE



Dated as of                              



 



 



 



Senior Debt Securities



 



 



 

 


 









 





HUTCHINSON TECHNOLOGY INCORPORATED



Reconciliation and tie between Trust Indenture Act of 1939 and

Indenture, dated as of                                         




	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	 
	 	 
	§310(a)(1)
	 	609
	        (a)(2)
	 	609
	        (a)(3)
	 	Not Applicable
	        (a)(4)
	 	Not Applicable
	        (a)(5)
	 	609
	        (b)
	 	608, 610
	        (c)
	 	Not Applicable
	§311(a)
	 	613
	        (b)
	 	613
	§312(a)
	 	701, 702(a)
	        (b)
	 	702(b)
	        (c)
	 	702(c)
	§313(a)
	 	703(a)
	        (b)
	 	703(a)
	        (c)
	 	703(a)
	        (d)
	 	703(b)
	§314(a)
	 	704, 1005
	        (b)
	 	Not Applicable
	        (c)(1)
	 	102
	        (c)(2)
	 	102
	        (c)(3)
	 	Not Applicable
	        (d)
	 	Not Applicable
	        (e)
	 	102
	§315(a)
	 	601
	        (b)
	 	602
	        (c)
	 	601
	        (d)
	 	601
	        (e)
	 	514
	§316(a)
	 	101
	        (a)(1)(A)
	 	104(h), 502
	 
	 	512
	        (a)(1)(B)
	 	104(h), 513
	        (a)(2)
	 	Not Applicable
	        (b)
	 	508
	        (c)
	 	104(h)
	§317(a)(1)
	 	503
	        (a)(2)
	 	504
	        (b)
	 	1003
	§318(a)
	 	107
	        (c)
	 	107








 




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



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Parties	 	 	1	 
	Recitals	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE ONE Definitions and Other Provisions of General Application	 	 	1	 
	 
	 	 	 	 	 	 
	Section 101.

	 	Definitions
	 	 	1	 
	     Act	 	 	2	 
	     Affiliate	 	 	2	 
	     Authorized Newspaper	 	 	2	 
	     Bearer Security	 	 	2	 
	     Board of Directors	 	 	2	 
	     Board Resolution	 	 	2	 
	     Business Day	 	 	3	 
	     Capital Stock	 	 	3	 
	     Commission	 	 	3	 
	     Company	 	 	3	 
	     Company Request” and “Company Order	 	 	3	 
	     corporation	 	 	3	 
	     coupon	 	 	3	 
	     Debt Securities	 	 	3	 
	     Defaulted Interest	 	 	3	 
	     Depositary	 	 	4	 
	     Designated Currency	 	 	4	 
	     Dollar” or “$	 	 	4	 
	     Eligible Instruments	 	 	4	 
	     Euroclear	 	 	4	 
	     European Communities	 	 	4	 
	     Event of Default	 	 	4	 
	     Exchange Rate	 	 	4	 
	     Exchange Rate Agent	 	 	4	 
	     Exchange Rate Officer’s Certificate	 	 	4	 
	     Foreign Currency	 	 	5	 
	     Global Exchange Agent	 	 	5	 
	     Global Exchange Date	 	 	5	 
	     Global Security	 	 	5	 
	     Holder	 	 	5	 
	     Indenture	 	 	5	 
	     interest	 	 	5	 
	     Interest Payment Date	 	 	5	 
	     Maturity	 	 	5	 
	     Opinion of Counsel	 	 	6	 
	     Original Issue Discount Security	 	 	6	 
	     Outstanding	 	 	6	 
	     Paying Agent	 	 	7	 
	     Person	 	 	7	 
	     Place of Payment	 	 	7	 
	     Predecessor Security	 	 	7	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	     Redemption Date	 	 	7	 
	     Redemption Price	 	 	7	 
	     Registered Security	 	 	7	 
	     Regular Record Date	 	 	7	 
	     Remarketing Entity	 	 	7	 
	     Repayment Date	 	 	7	 
	     Repayment Price	 	 	7	 
	     Responsible Officer	 	 	7	 
	     Security Register	 	 	8	 
	     Special Record Date	 	 	8	 
	     Stated Maturity	 	 	8	 
	     Subsidiary	 	 	8	 
	     Trust Indenture Act	 	 	8	 
	     Trustee	 	 	8	 
	     United States	 	 	8	 
	     United States Alien	 	 	8	 
	     U.S. Government Obligations	 	 	8	 
	     Voting Stock	 	 	9	 
	Section 102.

	 	Compliance Certificates and Opinions
	 	 	9	 
	Section 103.

	 	Form of Documents Delivered to Trustee
	 	 	10	 
	Section 104.

	 	Acts of Holders
	 	 	10	 
	Section 105.

	 	Notices, etc., to Trustee and Company
	 	 	12	 
	Section 106.

	 	Notice to Holders; Waiver
	 	 	12	 
	Section 107.

	 	Conflict with Trust Indenture Act
	 	 	13	 
	Section 108.

	 	Effect of Headings and Table of Contents
	 	 	13	 
	Section 109.

	 	Successors and Assigns
	 	 	14	 
	Section 110.

	 	Separability Clause
	 	 	14	 
	Section 111.

	 	Benefits of Indenture
	 	 	14	 
	Section 112.

	 	Governing Law
	 	 	14	 
	Section 113.

	 	Legal Holidays
	 	 	14	 
	Section 114.

	 	Counterparts
	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE TWO Debt Security Forms	 	 	15	 
	 
	 	 	 	 	 	 
	Section 201.

	 	Forms Generally
	 	 	15	 
	Section 202.

	 	Form of Trustee’s Certificate of Authentication
	 	 	15	 
	Section 203.

	 	Debt Securities in Global Form
	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE THREE The Debt Securities	 	 	16	 
	 
	 	 	 	 	 	 
	Section 301.

	 	Amount Unlimited; Issuance in Series
	 	 	16	 
	Section 302.

	 	Denominations
	 	 	20	 
	Section 303.

	 	Execution, Authentication, Delivery and Dating
	 	 	20	 
	Section 304.

	 	Temporary Debt Securities
	 	 	23	 
	Section 305.

	 	Registration; Registration of Transfer and Exchange
	 	 	25	 
	Section 306.

	 	Mutilated, Destroyed, Lost and Stolen Debt Securities
	 	 	29	 
	Section 307.

	 	Payment of Interest; Interest Rights Preserved
	 	 	30	 
	Section 308.

	 	Persons Deemed Owners
	 	 	32	 
	Section 309.

	 	Cancellation
	 	 	33	 
	Section 310.

	 	Computation of Interest
	 	 	33	 
	Section 311.

	 	Certification by a Person Entitled to Delivery of a Bearer Security
	 	 	33	 






ii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Section 312.

	 	Judgments
	 	 	33	 
	 
	 	 	 	 	 	 
	ARTICLE FOUR Satisfaction and Discharge	 	 	34	 
	 
	 	 	 	 	 	 
	Section 401.

	 	Satisfaction and Discharge of Indenture
	 	 	34	 
	Section 402.

	 	Application of Trust Money and Eligible Instruments
	 	 	36	 
	Section 403.

	 	Satisfaction, Discharge and Defeasance of Debt Securities of any Series
	 	 	36	 
	 
	 	 	 	 	 	 
	ARTICLE FIVE Remedies	 	 	39	 
	 
	 	 	 	 	 	 
	Section 501.

	 	Events of Default
	 	 	39	 
	Section 502.

	 	Acceleration of Maturity; Rescission and Annulment
	 	 	40	 
	Section 503.

	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	41	 
	Section 504.

	 	Trustee May File Proofs of Claim
	 	 	42	 
	Section 505.

	 	Trustee May Enforce Claims without Possession of Debt Securities or Coupons
	 	 	43	 
	Section 506.

	 	Application of Money Collected
	 	 	43	 
	Section 507.

	 	Limitation on Suits
	 	 	44	 
	Section 508.

	 	Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	45	 
	Section 509.

	 	Restoration of Rights and Remedies
	 	 	45	 
	Section 510.

	 	Rights and Remedies Cumulative
	 	 	45	 
	Section 511.

	 	Delay or Omission Not Waiver
	 	 	45	 
	Section 512.

	 	Control by Holders of Debt Securities
	 	 	45	 
	Section 513.

	 	Waiver of Past Defaults
	 	 	46	 
	Section 514.

	 	Undertaking for Costs
	 	 	46	 
	Section 515.

	 	Waiver of Stay or Extension Laws
	 	 	47	 
	 
	 	 	 	 	 	 
	ARTICLE SIX The Trustee	 	 	47	 
	 
	 	 	 	 	 	 
	Section 601.

	 	Certain Duties and Responsibilities
	 	 	47	 
	Section 602.

	 	Notice of Default
	 	 	48	 
	Section 603.

	 	Certain Rights of Trustee
	 	 	49	 
	Section 604.

	 	Not Responsible for Recitals or Issuance of Debt Securities
	 	 	50	 
	Section 605.

	 	May Hold Debt Securities or Coupons
	 	 	50	 
	Section 606.

	 	Money Held in Trust
	 	 	50	 
	Section 607.

	 	Compensation and Reimbursement
	 	 	50	 
	Section 608.

	 	Disqualification; Conflicting Interests
	 	 	51	 
	Section 609.

	 	Corporate Trustee Required; Eligibility
	 	 	51	 
	Section 610.

	 	Resignation and Removal; Appointment of Successor
	 	 	52	 
	Section 611.

	 	Acceptance of Appointment by Successor
	 	 	54	 
	Section 612.

	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	55	 
	Section 613.

	 	Preferential Collection of Claims Against Company
	 	 	55	 
	Section 614.

	 	Authenticating Agent
	 	 	55	 
	 
	 	 	 	 	 	 
	ARTICLE SEVEN Holders’ Lists and Reports By Trustee and Company	 	 	57	 
	 
	 	 	 	 	 	 
	Section 701.

	 	Company to Furnish Trustee Names and Addresses of Holders
	 	 	57	 
	Section 702.

	 	Preservation of Information; Communications to Holders
	 	 	57	 
	Section 703.

	 	Reports by Trustee
	 	 	58	 
	Section 704.

	 	Reports by Company
	 	 	58	 






iii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE EIGHT Consolidation, Merger, Conveyance, Transfer or Lease	 	 	59	 
	 
	 	 	 	 	 	 
	Section 801.

	 	Company May Consolidate, etc. Only on Certain Terms
	 	 	59	 
	Section 802.

	 	Successor Corporation Substituted
	 	 	59	 
	 
	 	 	 	 	 	 
	ARTICLE NINE Supplemental Indentures	 	 	60	 
	 
	 	 	 	 	 	 
	Section 901.

	 	Supplemental Indentures without Consent of Holders
	 	 	60	 
	Section 902.

	 	Supplemental Indentures with Consent of Holders
	 	 	61	 
	Section 903.

	 	Execution of Supplemental Indentures
	 	 	62	 
	Section 904.

	 	Effect of Supplemental Indentures
	 	 	62	 
	Section 905.

	 	Conformity with Trust Indenture Act
	 	 	63	 
	Section 906.

	 	Reference in Debt Securities to Supplemental Indentures
	 	 	63	 
	 
	 	 	 	 	 	 
	ARTICLE TEN Covenants	 	 	63	 
	 
	 	 	 	 	 	 
	Section 1001.

	 	Payment of Principal, Premium and Interest
	 	 	63	 
	Section 1002.

	 	Maintenance of Office or Agency
	 	 	63	 
	Section 1003.

	 	Money for Debt Securities Payments to Be Held in Trust
	 	 	65	 
	Section 1004.

	 	Payment of Additional Amounts
	 	 	66	 
	Section 1005.

	 	Officers’ Certificate as to Default
	 	 	67	 
	Section 1006.

	 	Waiver of Certain Covenants
	 	 	67	 
	Section 1007.

	 	Calculation of Original Issue Discount
	 	 	67	 
	 
	 	 	 	 	 	 
	ARTICLE ELEVEN Redemption of Debt Securities	 	 	68	 
	 
	 	 	 	 	 	 
	Section 1101.

	 	Applicability of Article
	 	 	68	 
	Section 1102.

	 	Election to Redeem; Notice to Trustee
	 	 	68	 
	Section 1103.

	 	Selection by Trustee of Debt Securities to be Redeemed
	 	 	68	 
	Section 1104.

	 	Notice of Redemption
	 	 	69	 
	Section 1105.

	 	Deposit of Redemption Price
	 	 	70	 
	Section 1106.

	 	Debt Securities Payable on Redemption Date
	 	 	70	 
	Section 1107.

	 	Debt Securities Redeemed in Part
	 	 	71	 
	 
	 	 	 	 	 	 
	ARTICLE TWELVE Sinking Funds	 	 	71	 
	 
	 	 	 	 	 	 
	Section 1201.

	 	Applicability of Article
	 	 	71	 
	Section 1202.

	 	Satisfaction of Sinking Fund Payments with Debt Securities
	 	 	71	 
	Section 1203.

	 	Redemption of Debt Securities for Sinking Fund
	 	 	72	 
	 
	 	 	 	 	 	 
	ARTICLE THIRTEEN Repayment at the Option of Holders	 	 	73	 
	 
	 	 	 	 	 	 
	Section 1301.

	 	Applicability of Article
	 	 	73	 
	Section 1302.

	 	Repayment of Debt Securities
	 	 	73	 
	Section 1303.

	 	Exercise of Option; Notice
	 	 	73	 
	Section 1304.

	 	Election of Repayment by Remarketing Entities
	 	 	74	 
	Section 1305.

	 	Securities Payable on the Repayment Date
	 	 	74	 
	 
	 	 	 	 	 	 
	ARTICLE FOURTEEN Meetings of Holders of Debt Securities	 	 	75	 
	 
	 	 	 	 	 	 
	Section 1401.

	 	Purposes for Which Meetings May Be Called
	 	 	75	 
	Section 1402.

	 	Call, Notice and Place of Meetings
	 	 	75	 
	Section 1403.

	 	Persons Entitled to Vote at Meetings
	 	 	75	 
	Section 1404.

	 	Quorum; Action
	 	 	76	 
	Section 1405.

	 	Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	76	 






iv









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Section 1406.

	 	Counting Votes and Recording Action of Meetings
	 	 	77	 
	 
	 	 	 	 	 	 
	ARTICLE FIFTEEN Defeasance	 	 	78	 
	 
	 	 	 	 	 	 
	Section 1501.

	 	Termination of Company’s Obligations
	 	 	78	 
	Section 1502.

	 	Repayment to Company
	 	 	79	 
	Section 1503.

	 	Indemnity for Eligible Instruments
	 	 	79	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Testimonium	 	 	76	 
	Signature and Seals	 	 	76	 
	Acknowledgements	 	 	77	 
	Exhibit A	 	 	A-1	 
	Exhibit B	 	 	B-1	 





v









 





          INDENTURE (the “Indenture”) dated as of                                                   , between
 HUTCHINSON TECHNOLOGY
INCORPORATED, a Minnesota corporation (hereinafter called the “Company”), having its principal
place of business at 40 West Highland Park, Hutchinson, Minnesota 55350 and                                                   ,
(hereinafter called the “Trustee”), a national banking association duly organized and validly
existing under the laws of the United States of America having its Corporate Trust Office at
                                                                              
          .




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 debentures, notes, bonds and other evidences of indebtedness
(herein called the “Debt Securities”).




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




          NOW, THEREFORE, THIS INDENTURE WITNESSETH:




          For and in consideration of the premises and the purchase of the Debt Securities of any series
created and issued on or after the date hereof by the Holders thereof, it is mutually covenanted
and agreed for the benefit of all Holders of such Debt Securities or of any such series, as
follows:




ARTICLE ONE




Definitions and Other Provisions

of General Application




          Section 101. 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 herein which are defined in the Trust Indenture Act or by
Commission rule or regulation under the Trust Indenture Act, either directly or by reference
therein, as in force at the date as of which this instrument was executed, except as
provided in Section 905, have the meanings assigned to them therein;




     (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles, and,



 









 







except as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted in the United States at the date of such
computation; and




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



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




          “Act” when used with respect to any Holder has the meaning specified in Section 104.




          “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 meanings correlative to the foregoing.




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




          “Bearer Security” means any Debt Security established pursuant to Section 201 which is payable
to bearer including, without limitation, unless the context otherwise indicates, a Debt Security in
global bearer form.




          “Board of Directors” means either the board of directors of the Company, or the executive or
any other committee of that board duly authorized to act in respect hereof.




          “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the Trustee. Where any
provision of this Indenture refers to action to be taken pursuant to a Board Resolution (including
the establishment of any series of the Debt Securities and the forms and terms thereof), such
action may be taken by any committee of the Board or the Company or any officer or employee of the
Company authorized to take such action by a Board Resolution.




2









 





          “Business Day”, when used with respect to any Place of Payment, means any day which is not a
Saturday or Sunday and which is not a legal holiday or a day on which banking institutions or trust
companies in that Place of Payment are authorized or obligated by law or executive order to close.




          “Capital Stock” means, as to shares of a corporation, outstanding shares of stock of any
class, whether now or hereafter authorized, irrespective of whether such class shall be limited to
a fixed sum or percentage in respect of the rights of the holders thereof to participate in
dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding
up of such corporation.




          “Clearstream” means Clearstream Banking S.A.




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




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




          “Company Request” and “Company Order” mean, respectively, except as otherwise provided in this
Indenture, a written request or order signed in the name of the Company by an Officer, or by
another officer of the Company duly authorized to sign by a Board Resolution, and delivered to the
Trustee.




          “Convertible Securities” means any series of Debt Securities that are designated as such
pursuant to Section 301.




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




          The term “corporation” includes corporations, associations, companies and business trusts.




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




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




          “Defaulted Interest” has the meaning specified in Section 307.




3









 





          “Depositary” means, with respect to the Debt Securities of any series issuable or issued in
the form of a Global Security, the Person designated as Depositary by the Company pursuant to
Section 301 until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include each person who is
then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as
used with respect to the Debt Securities of any such series shall mean the Depositary with respect
to the Debt Securities of that series.




          “Designated Currency” has the meaning specified in Section 312.




          “Dollar” or “$” means the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.




          “Eligible Instruments” means monetary assets, money market instruments and securities that are
payable in Dollars only and essentially risk free as to collection of principal and interest,
including U.S. Government Obligations.




          “Euro” means the single currency of the European Monetary Union as defined under EC Regulation
1103/97 adopted under Article 235 of the EU Treaty and under EC Regulation 974/98 adopted under
Article 109l(4) of the EU Treaty or under any successor European legislation from time to time.




          “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear System.




          “European Communities” means the European Economic Community, the European Coal and Steel
Community and the European Atomic Energy Community.




          “Event of Default” has the meaning specified in Section 501.




          “Exchange Rate” shall have the meaning specified as contemplated in Section 301.




          “Exchange Rate Agent” shall have the meaning specified as contemplated in Section 301.




          “Exchange Rate Officer’s Certificate”, with respect to any date for the payment of principal
of (and premium, if any) and interest on any series of Debt Securities, means a certificate setting
forth the applicable Exchange Rate and the amounts payable in Dollars and Foreign Currencies in
respect of the principal of (and premium, if any) and interest on Debt Securities denominated in
Euros, any other composite currency or Foreign Currency, and signed by the Chairman of the Board, a
Vice Chairman of the Board, the President, the Treasurer or any Assistant Treasurer of the Company
or the Exchange Rate Agent appointed pursuant to Section 301, and delivered to the Trustee.




4









 





          “Foreign Currency” means a currency issued by the government of any country other than the
United States of America.




          “Global Exchange Agent” has the meaning specified in Section 304.




          “Global Exchange Date” has the meaning specified in Section 304.




          “Global Security” means a Debt Security issued to evidence all or part of a series of Debt
Securities in accordance with Section 303.




          “Holder”, with respect to a Registered Security, means a Person in whose name such Registered
Security is registered in the Security Register and, with respect to a Bearer Security or a coupon,
means the bearer thereof.




          “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented, amended or restated by or pursuant to one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and, unless the context otherwise
requires, shall include the terms of a particular series of Debt Securities established as
contemplated by Section 301.




          The term “interest”, when used with respect to an Original Issue Discount Security which by
its terms bears interest only after Maturity, means interest payable after Maturity.




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




          “Material Subsidiary” means any Subsidiary of the Company which at the date of determination
is a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Securities Act
of 1933, as amended, and the Securities Exchange Act of 1934, as amended.




          “Maturity”, when used with respect to any Debt Security, means the date on which the principal
of such Debt Security becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption, repayment at the option of the
Holder or otherwise.




          “Officer” means the Chairman of the Board, the Chief Executive Officer, the President, the
Chief Financial Officer, the Chief Accounting Officer, any Executive Vice President, Senior Vice
President or Vice President (whether or not designated by a number or numbers or word or words
before or after the title “Vice President”), the Treasurer, the Secretary, any Assistant Treasurer
or any Assistant Secretary of the Company.




5









 





          “Officers’ Certificate” means a certificate signed by two Officers, one of whom is the
Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or
the Treasurer of the Company, and delivered to the Trustee.




          “Opinion of Counsel” means a written opinion of counsel, who may (except as otherwise
expressly provided in this Indenture) be an employee of or counsel for the Company, or who may be
other counsel, which is delivered to the Trustee.




          “Original Issue Discount Security” means any Debt Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502.




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





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




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




     (iii) Debt Securities in exchange for or in lieu of which other Debt Securities have
been authenticated and delivered, or which have been paid, pursuant to this Indenture;


provided, however, that in determining whether the Holders of the requisite principal amount of
Debt Securities Outstanding have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Debt Securities owned by the Company or any other obligor upon the
Debt Securities or any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in
relying upon such request, demand, authorization, direction, notice, consent or waiver, only Debt
Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Debt 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 Debt Securities and that the pledgee is not the Company or any other
obligor upon the Debt Securities or any Affiliate of the Company or of such other obligor.




6









 





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




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




          “Place of Payment”, when used with respect to the Debt Securities of any series means any
place where the principal of (and premium, if any) and interest on the Debt Securities of that
series are payable as specified as contemplated by Section 301.




          “Predecessor Security” of any particular Debt Security means every previous Debt Security
evidencing all or a portion of the same debt as that evidenced by such particular Debt Security;
and, for the purposes of this definition, any Debt Security authenticated and delivered under
Section 306 in lieu of a lost, destroyed or stolen Debt Security shall be deemed to evidence the
same debt as the lost, destroyed or stolen Debt Security.




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




          “Registered Security” means any Debt Security in the form of Registered Securities established
pursuant to Section 201 which is registered in the Security Register.




          “Regular Record Date” for the interest payable on any Interest Payment Date on the Registered
Securities of any series means the date specified for that purpose as contemplated by Section 301.




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




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




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




          “Responsible Officer” when used with respect to the Trustee, means any vice president, any
assistant vice president, any senior trust officer or assistant trust officer, any trust officer,
or any other officer associated with the corporate trust department of the Trustee


7









 







customarily performing functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such person’s knowledge of and familiarity with the particular
subject.




          “Security Register” and “Security Registrar” have the respective meanings specified in Section
305.




          “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 307.




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




          “Subsidiary” means any corporation more than 50% of the outstanding shares of Voting Stock,
except for directors’ qualifying shares, of which shall at the time be owned, directly or
indirectly, by the Company or by one or more of the Subsidiaries, or by the Company and one or more
other Subsidiaries.




          “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed, except as provided in Section 905.




          “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
hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to
the Debt Securities of any series shall mean the Trustee with respect to Debt Securities of that
series.




          “United States” means the United States of America (including the District of Columbia) and
its possessions.




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




          “U.S. Government Obligations” means direct obligations of the United States for the payment of
which its full faith and credit is pledged, or obligations of a person controlled or supervised by
and acting as an agency or instrumentality of the United States the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States, and shall
also include a depository receipt issued by a bank (as defined in


8









 







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.




          “Voting Stock”, as applied to the stock (or the equivalent thereof) of any corporation, means
stock (or the equivalent thereof) of any class or classes, however designated, having ordinary
voting power for the election of a majority of the directors of such corporation, other than stock
(or such equivalent) having such power only by reason of the happening of a contingency.




          Section 102. Compliance Certificates and Opinions.




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




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





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




     (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 or she has made such
examination or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been complied with; and




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



9









 





          Section 103. 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 his or her certificate or opinion is
based is 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 opinions or representations with respect to such matters is
erroneous.




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




          Section 104. Acts of Holders.




          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing. If Debt Securities of a series are issuable in whole or in part as
Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may, alternatively, be embodied
in and evidenced by the record of Holders of Debt Securities voting in favor thereof, either in
person or by proxies duly appointed in writing, at any meeting of Holders of Debt Securities duly
called and held in accordance with the provisions of Article Fourteen, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments or record or both are delivered to the
Trustee, and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or instruments and so
voting at any such meeting. Proof of execution of any such instrument or of a writing appointing
any such agent, or the holding by any Person of a Debt Security, shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the
Company, if made in the manner


10









 







provided in this Section. The record of any meeting of Holders of Debt Securities shall be proved
in the manner provided in Section 1406.




          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved in any manner which the Trustee deems sufficient.




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




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




          (e) The fact and date of execution of any such instrument or writing, the authority of the
Person executing the same and the principal amount and serial numbers of Bearer Securities held by
the Person so executing such instrument or writing and the date of holding the same may also be
proved in any other manner which the Trustee deems sufficient; and the Trustee may in any instance
require further proof with respect to any of the matters referred to in this Section.




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




          (g) For purposes of determining the principal amount of Outstanding Debt Securities of any
series of Holders of which are required, requested or permitted to give any request, demand,
authorization, direction, notice, consent, waiver or take any other Act under this Indenture, (i)
each Original Issue Discount Security shall be deemed to have the principal amount determined by
the Trustee that could be declared to be due and payable pursuant to the terms of such Original
Issue Discount Security as of the date there is delivered to the Trustee and, where it is hereby
expressly required, to the Company, such Act by Holders of the required aggregate principal amount
of the Outstanding Debt Securities of such series and (ii) each Debt


11









 







Security denominated in a Foreign Currency or composite currency shall be deemed to have the
principal amount determined by the Exchange Rate Agent by converting the principal amount of such
Debt Security in the currency in which such Debt Security is denominated into Dollars at the
Exchange Rate as of the date such Act is delivered to the Trustee and, where it is hereby expressly
required, to the Company, by Holders of the required aggregate principal amount of the Outstanding
Debt Securities of such series (or, if there is no such rate on such date, such rate on the date
determined as specified as contemplated in Section 301).




          (h) The Company may set a record date for purposes of determining the identity of Holders of
Debt Securities of any series entitled to vote or consent to any action by vote or consent
authorized or permitted by Section 512 or Section 513. Such record date shall be the later of 30
days prior to the first solicitation of such consent or the date of the most recent list of Holders
of such Debt Securities furnished to the Trustee pursuant to Section 701 prior to such
solicitation.




          Section 105. Notices, etc., to Trustee and Company.




          Any request, demand, authorization, direction, notice, consent, waiver or other 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
hereunder (unless otherwise herein expressly provided), if made, given, furnished or filed
in writing (which may be via original or facsimile) to or with the Trustee at its Corporate
Trust Office and which shall be deemed delivered when actually received by a Responsible
Officer of the Trustee, or




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



          Section 106. Notice to Holders; Waiver.




          Except as otherwise expressly provided herein, where this Indenture provides for notice to
Holders of any event, (1) such notice shall be sufficiently given to Holders of Registered
Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Registered
Security affected by such event, at such Holder’s address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date, prescribed for the giving
of such notice; and (2) such notice shall be sufficiently given to Holders of Bearer Securities by
publication thereof in an Authorized Newspaper in The City of New York and, if the Debt Securities
of such series are then listed on The International Stock Exchange of the United Kingdom and the
Republic of Ireland and such stock exchange shall so require, in London, and, if the Debt
Securities of such series are then listed on the Luxembourg Stock


12









 







Exchange and such stock exchange shall so require, in Luxembourg and, if the Debt Securities of
such series are then listed on any other stock exchange outside the United States and such stock
exchange shall so require, in any other required city outside the United States or, if not
practicable, in Europe on a Business Day at least twice, the first such publication to be not later
than the latest date and not earlier than the earliest date prescribed for the giving of such
notice.




          In case, by reason of the suspension of or irregularities in regular mail service or for any
other reason, it shall be impossible or impracticable to mail notice of any event to Holders when
said notice is required to be given pursuant to any provision of this Indenture or of the Debt
Securities, then any manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be a sufficient giving of such notice. In any case where notice to Holders of Registered
Securities is to be given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder of a Registered Security shall affect the sufficiency of
such notice with respect to other Holders of Registered Securities or the sufficiency of any notice
by publication to Holders of Bearer Securities given as provided above.




          In case, by reason of the suspension of publication of any Authorized Newspaper, or by reason
of any other cause, it shall be impossible or impracticable to make publication of any notice to
Holders of Bearer Securities as provided above, then such method of publication or notification as
shall be made with the approval of the Trustee shall constitute a sufficient publication of such
notice. Neither failure to give notice by publication to Holders of Bearer Securities as provided
above, nor any defect in any notice so published, shall affect the sufficiency of any notice mailed
to Holders of Registered Securities as provided above.




          Where this Indenture provides for notice in any manner, such notice may be waived in writing
by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders 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.




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




          Section 107. Conflict with Trust Indenture Act.




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




          Section 108. Effect of Headings and Table of Contents.




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




13









 





          Section 109. Successors and Assigns.




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




          Section 110. Separability Clause.




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




          Section 111. Benefits of Indenture.




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




          Section 112. Governing Law.




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




          Section 113. Legal Holidays.




          In any case where any Interest Payment Date, Redemption Date, Repayment Date or Stated
Maturity of any Debt Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Debt Securities or coupons)
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 Payment with the
same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or
at the Stated Maturity, and no interest shall accrue on the amount so payable for the period from
and after such Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity, as the
case may be.




          Section 114. Counterparts.




          This Indenture 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 Indenture.




14









 





ARTICLE TWO




Debt Security Forms




          Section 201. Forms Generally.




          The Registered Securities, if any, and the Bearer Securities and related coupons, if any, of
each series shall be in substantially the form (including temporary or permanent global form) as
shall be established in or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon, as may be required
to comply with the rules of any securities exchange, or as may, consistently herewith, be
determined by the officers executing such Debt Securities or coupons, as evidenced by their
signatures on the Debt Securities or coupons. If the form of Debt Securities of any series or
coupons (including any such Global Security) 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 303 for the authentication and delivery of such Debt
Securities or coupons.




          Unless otherwise specified as contemplated by Section 301, Debt Securities in bearer form
other than Debt Securities in temporary or permanent global form shall have coupons attached.




          The definitive Debt Securities and coupons, 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 Debt Securities, as evidenced by the execution of such Debt Securities and coupons.




          Section 202. Form of Trustee’s Certificate of Authentication.




          This is one of the Debt Securities, of the series designated herein, described in the
within-mentioned Indenture.




	 	 	 	 	 
	 	 	CITIBANK, N.A.,
	 
	 	 	 	 
	 	 	as Trustee
	 
	 	 	 	 
	 

	 	By
	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory
	 
	 	 	 	 
	 	 	Dated                                  
                                      
                      






15









 





          Section 203. Debt Securities in Global Form.




          If Debt Securities of a series are issuable in whole or in part in global form, as specified
as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions
of Section 302, such Global Security shall represent such of the outstanding Debt Securities of
such series as shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Debt Securities from time to time endorsed thereon and that the aggregate
amount of Outstanding Debt Securities represented thereby may from time to time be reduced to
reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or
decrease in the amounts, of Outstanding Debt Securities represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as shall be specified therein or in
the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304.




          The provisions of the last sentence of Section 303(g) shall apply to any Debt Securities
represented by a Debt Security in global form if such Debt Security was never issued and sold by
the Company and the Company delivers to the Trustee the Debt Security in global form together with
written instructions (which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) with respect to the reduction in the principal amount of Debt Securities
represented thereby, together with the written statement contemplated by the last sentence of
Section 303(g).




          Global Securities may be issued in either registered or bearer form and in either temporary or
permanent form.




ARTICLE THREE




The Debt Securities




          Section 301. Amount Unlimited; Issuance in Series.




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




16









 





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





     (1) the title of the Debt Securities of the series and the CUSIP numbers (which shall
distinguish the Debt Securities of the series from all other Debt Securities), if available
at the time the series is established;




     (2) the limit, if any, upon the aggregate principal amount of the Debt Securities of
the series which may be authenticated and delivered under this Indenture (except for Debt
Securities authenticated and delivered upon registration of transfer of, or in exchange for,
or in lieu of, other Debt Securities of the series pursuant to Section 304, 305, 306, 906,
1107 or 1303 and except for any Debt Securities which, pursuant to Section 303, are deemed
never to have been authenticated and delivered hereunder);




     (3) the date or dates on which the principal and premium, if any, of the Debt
Securities of the series are payable;




     (4) the rate or rates, if any, at which the Debt Securities of the series shall bear
interest, or the method or methods by which such rate or rates may be determined, the date
or dates from which such interest shall accrue, the Interest Payment Dates on which such
interest shall be payable, the Regular Record Date for the interest payable on any
Registered Security on any Interest Payment Date and the circumstances, if any, in which the
Company may defer interest payments;




     (5) the place or places where, subject to the provisions of Section 1002, the principal
of (and premium, if any) and interest on Debt Securities of the series shall be payable, any
Registered Securities of the series may be surrendered for registration of transfer, Debt
Securities of the series may be surrendered for exchange and notices and demands to or upon
the Company in respect of the Debt Securities of the series and this Indenture may be served
and where notices to Holders pursuant to Section 106 will be published;




     (6) if applicable, the period or periods within which or the date or dates on which,
the price or prices at which and the terms and conditions upon which Debt Securities of the
series may be redeemed, in whole or in part, at the option of the Company;




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



17









 






     (8) whether Debt Securities of the series are to be issuable as Registered Securities,
Bearer Securities or both, whether Debt Securities of the series are to be issuable with or
without coupons or both and, in the case of Bearer Securities, the date as of which such
Bearer Securities shall be dated if other than the date of original issuance of the first
Debt Security of such series of like tenor and term to be issued;




     (9) whether the Debt Securities of the series shall be issued in whole or in part in
the form of a Global Security or Securities and, in such case, the Depositary and Global
Exchange Agent for such Global Security or Securities, whether such global form shall be
permanent or temporary and, if applicable, the Global Exchange Date;




     (10) if Debt Securities of the series are to be issuable initially in the form of a
temporary Global Security, the circumstances under which the temporary Global Security can
be exchanged for definitive Debt Securities and whether the definitive Debt Securities will
be Registered and/or Bearer Securities and will be in global form and whether interest in
respect of any portion of such Global Security payable in respect of an Interest Payment
Date prior to the Global Exchange Date shall be paid to any clearing organization with
respect to a portion of such Global Security held for its account and, in such event, the
terms and conditions (including any certification requirements) upon which any such interest
payment received by a clearing organization will be credited to the Persons entitled to
interest payable on such Interest Payment Date if other than as provided in this Article
Three;




     (11) whether, and under what conditions, additional amounts will be payable to Holders
of Debt Securities of the series pursuant to Section 1004;




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




     (13) if other than the principal amount thereof, the portion of the principal amount of
Debt Securities of the series which shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502;




     (14) the currency or currencies of denomination of the Debt Securities of any series,
which may be in Dollars, any Foreign Currency or any composite currency, including but not
limited to Euros, and, if any such currency of denomination is a composite currency other
than Euros, the agency or organization, if any, responsible for overseeing such composite
currency;




     (15) the currency or currencies in which payment of the principal of (and premium, if
any) and interest on the Debt Securities will be made, the currency or currencies, if any,
in which payment of the principal of (and premium, if any) or the



18









 







interest on Registered
Securities, at the election of each of the Holders thereof, may also be payable and the periods within which and the terms and conditions upon which such
election is to be made and the Exchange Rate and Exchange Rate Agent;




     (16) if the amount of payments of principal of (and premium, if any) or interest on the
Debt Securities of the series may be determined with reference to an index based on a
currency or currencies other than that in which the Debt Securities are denominated or
designated to be payable, the manner in which such amounts shall be determined;




     (17) if payments of principal of (and premium, if any) or interest on the Debt
Securities of the series are to be made in a Foreign Currency other than the currency in
which such Debt Securities are denominated, the manner in which the Exchange Rate with
respect to such payments shall be determined or if the Exchange Rate is to be determined
otherwise than as provided in Section 101;




     (18) any Events of Default with respect to Debt Securities of such series, if not set
forth herein;




     (19) any other covenant or warranty included for the benefit of the Debt Securities of
the series in addition to (and not inconsistent with) those set forth herein for the benefit
of Debt Securities of all series, or any other covenant or warranty included for the benefit
of Debt Securities of the series in lieu of any covenant or warranty set forth herein for
the benefit of Debt Securities of all series, or any provision that any covenant or warranty
set forth herein for the benefit of Debt Securities of all series shall not be for the
benefit of Debt Securities of such series, or any combination of such covenants, warranties
or provisions and whether the provisions of Section 1006 will not apply such covenants and
warranties;




     (20) the terms and conditions, if any, pursuant to which the Company’s obligations
under this Indenture may be terminated through the deposit of money or Eligible Instruments
as provided in Articles Four and Fifteen;




     (21) the Person or Persons who shall be Security Registrar for the Debt Securities of
such series if other than the Trustee, and the place or places where the Security Register
for such series shall be maintained and the Person or Persons who will be the initial Paying
Agent or Agents, if other than the Trustee;




     (22) if the Debt Securities of the series are Convertible Securities, the terms related
thereto, including the securities into which the Debt Securities are convertible, the price
at which they are convertible, and the date on which the right to convert expires; and




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



19









 





          All Debt Securities of any one series and the coupons appertaining to Bearer Securities of
such series, if any, shall be substantially identical except, in the case of Registered Securities,
as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution
and set forth in such Officers’ Certificate or in any such indenture supplemental hereto.




          Debt Securities of any particular series may be issued at various times, with different dates
on which the principal or any installment of principal is payable, with different rates of
interest, if any, or different methods by which rates of interest may be determined, with different
dates on which such interest may be payable and with different Redemption or Repayment Dates and
may be denominated in different currencies or payable in different currencies.




          If any of the terms of a series of Debt Securities 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 302. Denominations.




          Debt Securities of each series shall be issuable in such form and denominations as shall be
specified in the form of Debt Security for such series approved or established pursuant to Section
201 or in the Officers’ Certificate delivered pursuant to Section 301. In the absence of any
specification with respect to the Debt Securities of any series, the Registered Securities of such
series, if any, shall be issuable in denominations of $1,000 and any integral multiple thereof and
the Bearer Securities of such series, if any, shall be issuable in the denominations of $5,000.




          Section 303. Execution, Authentication, Delivery and Dating.




          (a) The Debt Securities shall be executed on behalf of the Company by one Officer. The
signature of such Officer on the Debt Securities may be manual or facsimile. Coupons shall bear
the facsimile signature of an authorized officer of the Company.




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




          (b) At any time and from time to time after the execution and delivery of this Indenture, Debt
Securities of any series may be executed by the Company and delivered to the Trustee for
authentication, and, except as otherwise provided in this Article Three, shall thereupon be
authenticated and delivered by the Trustee upon Company Order, without any


20









 







further action by the
Company; provided, however, that, in connection with its
original issuance, a Bearer Security may be delivered only outside the United States and, except in the case
of a temporary Global Security, only if the Company or its agent shall have received the
certification required pursuant to Sections 304(b)(iii) and (iv), unless such certification shall
have been provided earlier pursuant to section 304(b)(v) hereof, and only if the Company has no
reason to know that such certification is false.




          To the extent authorized in or pursuant to a Board Resolution and set forth in an Officers’
Certificate, or established in one or more indentures supplemental hereto, such written Company
Order may be given by any one officer or employee of the Company, may be electronically
transmitted, and may provide instructions as to registration of holders, principal amounts, rates
of interest, maturity dates and other matters contemplated by such Board Resolution and Officers’
Certificate or supplemental indenture to be so instructed in respect thereof. Before authorizing
and delivering the first Debt Securities of any series (and upon request of the Trustee
thereafter), the Company shall deliver to the Trustee (i) the certificates called for under
Sections 201 and 301 hereof and (ii) an Opinion of Counsel described in the next sentence.




          In authenticating such Debt Securities, and accepting the additional responsibilities under
this Indenture in relation to any Debt Securities, the Trustee shall be entitled to receive, prior
to the initial authentication of such Debt Securities, and (subject to Section 601) shall be fully
protected in relying upon:





     (i) a Board Resolution relating thereto and, if applicable, an appropriate record of
any action taken pursuant to such resolution certified by the Secretary or an Assistant
Secretary of the Company;




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




     (iii) an Officers’ Certificate setting forth the form and terms of the Debt Securities
of such series and coupons, if any, pursuant to Sections 201 and 301 and stating that all
conditions precedent provided for in this Indenture relating to the issuance of such Debt
Securities have been complied with; and




     (iv) an Opinion of Counsel stating




     (A) that the form of such Debt Securities and coupons, if any, has been
established in or pursuant to a Board Resolution or by a supplemental indenture as
permitted by Section 201 in conformity with the provisions of this Indenture;




     (B) that the terms of such Debt Securities and coupons, if any, have been
established in or pursuant to a Board Resolution or by a supplemental indenture as
permitted by Section 301 in conformity with the provisions of this Indenture; and



21









 






     (C) that such Debt Securities and coupons, if any, 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 legal, valid and
binding obligations of the Company, enforceable in accordance with their terms,
subject, as to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors’ rights generally and the
application of general principles of equity and except further as enforcement
thereof may be limited by (i) requirements that a claim with respect to any Debt
Securities denominated other than in Dollars (or a Foreign Currency or currency unit
judgment in respect of such claim) be converted into Dollars at a rate of exchange
prevailing on a date determined pursuant to applicable law or (ii) governmental
authority to limit, delay or prohibit the making of payments in Foreign Currencies
or currency units or payments outside the United States.



          (c) If the Company shall establish pursuant to Section 301 that the Debt Securities of a
series are to be issued in whole or in part in the form of one or more Global Securities, then the
Company shall execute and the Trustee shall, in accordance with this Section and the Company Order
with respect to such series, authenticate and deliver one or more Global Securities in permanent or
temporary form that (i) shall represent and shall be denominated in an aggregate amount equal to
the aggregate principal amount of the Outstanding Debt Securities of such series to be represented
by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such
Global Security or Securities or the nominee of such Depositary and (iii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary’s instructions.




          (d) The Trustee shall have the right to decline to authenticate and deliver any Debt
Securities under this Section 303 if the issuance of such Debt Securities will adversely affect the
Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.




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




          (f) Each Registered Security shall be dated the date of its authentication. Each Bearer
Security shall be dated as of the date specified as contemplated by Section 301.




          (g) No Debt Security or coupon attached thereto shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on such Debt Security a
certificate of authentication substantially in the form provided for herein executed by the
Trustee, and such certificate upon any Debt Security shall be conclusive evidence, and the only
evidence, that such Debt Security has been duly authenticated and


22









 







delivered hereunder. Except as
permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been
detached and cancelled. Notwithstanding the foregoing, if any Debt Security or portion thereof
shall have been duly authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Debt Security to the Trustee for cancellation as
provided in Section 309 together with a written statement (which need not comply with Section 102
and need not be accompanied by an Opinion of Counsel) stating that such Debt Security or portion
thereof has never been issued and sold by the Company, for all purposes of this Indenture such Debt
Security shall be deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.




          (h) Each Depositary designated pursuant to Section 301 for a Global Security in registered
form must, at the time of its designation and at all times while it serves as Depositary, be a
clearing agency registered under the Securities Exchange Act of 1934 and any other applicable
statute or regulation.




          Section 304. Temporary Debt Securities.




          (a) Pending the preparation of definitive Debt Securities of any series, the Company may
execute, and upon receipt of documents required by Sections 301 and 303, together with a Company
Order, the Trustee shall authenticate and deliver, temporary Debt Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially
of the tenor and terms of the definitive Debt Securities in lieu of which they are issued in
registered form or, if authorized, in bearer form with one or more coupons or without coupons, and
with such appropriate insertions, omissions, substitutions and other variations as the officers
executing such Debt Securities may determine, as evidenced by their signatures on such Debt
Securities. In the case of Debt Securities of any series issuable as Bearer Securities, such
temporary Debt Securities may be in global form, representing all or any part of the Outstanding
Debt Securities of such series.




          (b) Unless otherwise provided pursuant to Section 301:





     (i) Except in the case of temporary Debt Securities in global form, if temporary Debt
Securities of any series are issued, the Company will cause definitive Debt Securities of
such series to be prepared without unreasonable delay. After the preparation of definitive
Debt Securities of such series, the related temporary Debt Securities shall be exchangeable
for such definitive Debt Securities upon surrender of the temporary Debt Securities of such
series at the office or agency of the Company in the Place of Payment for such series,
without charge to the Holder. Upon surrender for cancellation of any one or more temporary
Debt Securities of any series (accompanied, if applicable, by all unmatured coupons and all
matured coupons in default appertaining thereto), the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of definitive
Debt Securities of the same series of like tenor and terms and of authorized denominations;
provided, however, that no Bearer Security shall be delivered in exchange for a Registered
Security; and



23









 







provided, further, that a Bearer Security shall be delivered in exchange for a Bearer
Security only in compliance with the conditions set forth in Section 305.




     (ii) If Debt Securities of any series are issued in temporary global form, any such
temporary Global Security shall, unless otherwise provided Clearstream pursuant to Section
301, be delivered to the Depositary for the benefit of Euroclear and Clearstream, for credit
to the respective accounts of the beneficial owners of such Debt Securities (or to such
other accounts as they may direct).




     (iii) Without unnecessary delay but in any event not later than the date specified in,
or determined pursuant to the terms of, any such temporary Global Security (the “Global
Exchange Date”), the Company shall deliver definitive Debt Securities to the Trustee or the
agent appointed by the Company pursuant to Section 301 to effect the exchange of the
temporary Global Security for definitive Debt Securities (the “Global Exchange Agent”), in
an aggregate principal amount equal to the principal amount of such temporary Global
Security, executed by the Company. On or after the Global Exchange Date, such temporary
Global Security shall be surrendered by the Depositary to the Global Exchange Agent, to be
exchanged, in whole or from time to time in part, for definitive Debt Securities without
charge and the Trustee or the Global Exchange Agent, if authorized by the Trustee pursuant
to Section 614, shall authenticate and deliver, in exchange for each portion of such
temporary Global Security, an equal aggregate principal amount of definitive Debt Securities
of the same series of authorized denominations and of like tenor and terms as the portion of
such temporary Global Security to be exchanged. Upon any exchange of a part of such
temporary Global Security for definitive Debt Securities, the portion of the principal
amount and any interest thereon so exchanged shall be endorsed by the Global Exchange Agent
on a schedule to such temporary Global Security, whereupon the principal amount and interest
payable with respect to such temporary Global Security shall be reduced for all purposes by
the amount so exchanged and endorsed. The definitive Debt Securities to be delivered in
exchange for any such temporary Global Security shall be in bearer form, registered form,
global registered form or global bearer form, or any combination thereof, as specified as
contemplated by Section 301, and, if any combination thereof is so specified, as requested
by the beneficial owner thereof; provided, however, that, in the case of the exchange of the
temporary Global Security for definitive Bearer Securities (including a definitive Global
Bearer Security), upon such presentation by the Depositary, such temporary Global Security
shall be accompanied by a certificate signed by Euroclear as to the portion of such
temporary Global Security held for its account then to be exchanged and a certificate signed
by Clearstream as to the portion of such temporary Global Security held for its account then
to be exchanged, each in the form set forth in Exhibit B to this Indenture, unless such
certificate(s) shall have been provided earlier pursuant to section 304(b)(v) hereof; and
provided, further, that definitive Bearer Securities (including a definitive Global Bearer
Security) shall be delivered in exchange for a portion of a temporary Global Security only
in compliance with the requirements of Section 303.



24









 






     (iv) The interest of a beneficial owner of Debt Securities of a series in a temporary
Global Security shall be exchanged for definitive Debt Securities of the same series and of
like tenor and terms following the Global Exchange Date when the account holder instructs
Euroclear or Clearstream, as the case may be, to request such exchange on such account
holder’s behalf and, in the case of the exchange of the temporary Global Security for
definitive Bearer Securities (including a definitive Global Bearer Security), unless such
certificate(s) shall have been provided earlier pursuant to Section 304(b)(v) hereof, the
account holder delivers to Euroclear or Clearstream., as the case may be, a certificate in
the form set forth in Exhibit A-1 and, if applicable, A-2 to this Indenture, dated no
earlier than 15 days prior to the Global Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and Clearstream, the Global Exchange Agent, any
authenticating agent appointed for such series of Debt Securities and each Paying Agent.
Unless otherwise specified in such temporary Global Security, any such exchange shall be
made free of charge to the beneficial owners of such temporary Global Security, except that
a Person receiving definitive Debt Securities must bear the cost of insurance, postage,
transportation and the like in the event that such Person does not take delivery of such
definitive Debt Securities in person at the offices of Euroclear and Clearstream.
Definitive Debt Securities in bearer form to be delivered in exchange for any portion of a
temporary Global Security shall be delivered only outside the United States.




     (v) Until exchanged in full as hereinabove provided, the temporary Debt Securities of
any series shall in all respects be entitled to the same benefits under this Indenture as
definitive Debt Securities of the same series and of like tenor and terms authenticated and
delivered hereunder, except that interest payable on a temporary Global Security on an
Interest Payment Date shall be payable to Euroclear and Clearstream on such Interest Payment
Date only if there has been delivery by Euroclear and Clearstream to the Global Exchange
Agent of a certificate or certificates in the form set forth in Exhibit B to this Indenture
dated no earlier than the first Interest Payment Date, for credit without further interest
on or after such Interest Payment Date to the respective accounts of the Persons who are the
beneficial owners of such temporary Global Security on such Interest Payment Date and who
have each delivered to Euroclear or Clearstream, as the case may be, a certificate in the
form set forth in Exhibit A-1 and, if applicable, A-2 to this Indenture dated no earlier
than the first Interest Payment Date. Any interest so received by Euroclear and Clearstream
and not paid as herein provided prior to the Global Exchange Date shall be returned to the
Global Exchange Agent which, upon expiration of two years after such Interest Payment Date,
shall repay such interest to the Company in accordance with Section 1003.



          Section 305. Registration; Registration of Transfer and Exchange.




          The Company shall cause to be kept at one of the offices or agencies to be maintained by the
Company in accordance with the provisions of this Section 305 and Section 1002, with respect to the
Debt Securities of each series which are Registered Securities, a register (herein sometimes
referred to as the “Security Register”) in which, subject to such


25









 





reasonable regulations as it may prescribe, the Company shall provide for the registration of
Registered Securities and of transfers of Registered Securities. Pursuant to Section 301, the
Company shall appoint, with respect to Debt Securities of each series which are Registered
Securities, a “Security Registrar” for the purpose of registering such Debt Securities and
transfers and exchanges of such Debt Securities as herein provided.




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




          At the option of the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series of any authorized form and denomination, of like tenor and
terms and aggregate principal amount, upon surrender of the Registered Securities to be exchanged
at such office or agency. Bearer Securities may not be delivered in exchange for Registered
Securities.




          At the option of the Holder, Registered Securities or Bearer Securities of any series may be
issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section
301 with respect to a Bearer Security in global form) of the same series, of any authorized
denominations and of like tenor and terms and aggregate principal amount, upon surrender of the
Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to
produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange
may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the
Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or
the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if
there be furnished to them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying
Agent any such missing coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however, that, except as
otherwise provided in Section 1002, interest represented by coupons shall be payable only upon
presentation and surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at
any such office or agency in exchange for a Registered Security of the same series and like tenor
and terms after the close of business at such office or agency of (i) any Regular Record Date and
before the opening of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office or agency on the
related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without
the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be.




26









 





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




          If at any time the Depositary for the Debt Securities of a series notifies the Company that it
is unwilling or unable to continue as Depositary for the Debt Securities of such series or if at
any time the Depositary for the Debt Securities of such series shall no longer be eligible under
Section 303(h), the Company shall appoint a successor Depositary with respect to the Debt
Securities of such series. If a successor Depositary for the Debt Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice or becomes aware of
such ineligibility, the Company’s election pursuant to Section 301(9) shall no longer be effective
with respect to the Debt Securities of such series and the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities
of such series, will authenticate and deliver, Debt Securities of such series in definitive form in
an aggregate principal amount equal to the principal amount of the Global Security or Securities
representing such series in exchange for such Global Security or Securities.




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




          If specified by the Company pursuant to Section 301 with respect to a series of Debt
Securities, the Depositary for such series of Debt Securities may surrender a Global Security for
such series of Debt Securities in exchange in whole or in part for Debt Securities of such series
of like tenor and terms and in definitive form on such terms as are acceptable to the Company and
such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and
deliver, without charge to any Holder,





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




     (b) to such Depositary a new Global Security of like tenor and terms and in a
denomination equal to the difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount of Debt Securities delivered
to Holders thereof.



27









 





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




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




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




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




          No charge to any Holder shall be made for any registration of transfer or exchange of Debt
Securities, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any


28









 







transfer, registration of transfer or exchange of Debt Securities, other than exchanges expressly
provided in this Indenture to be made at the Company’s own expense or without expense or without
charge to the Holders.




          The Company shall not be required (i) to issue, register the transfer of or exchange Debt
Securities of any particular series to be redeemed for a period of fifteen days preceding the first
publication of the relevant notice of redemption or, if Registered Securities are outstanding and
there is no publication, the mailing of the relevant notice of redemption of Debt Securities of
such series selected for redemption under Section 1103 and ending at the close of business on the
day of such mailing, or (ii) to register the transfer of or exchange any Registered Security so
selected for redemption in whole or in part, except the unredeemed portion of such Registered
Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for
redemption except that such a Bearer Security may be exchanged for a Registered Security of like
tenor and terms of that series, provided that such Registered Security shall be simultaneously
surrendered for redemption.




          Notwithstanding anything herein to the contrary, the exchange of Bearer Securities into
Registered Securities shall be subject to applicable laws and regulations in effect at the time of
exchange; neither the Company, the Trustee nor the Security Registrar shall exchange any Bearer
Securities into Registered Securities if it has received an Opinion of Counsel that as a result of
such exchanges the Company would suffer adverse consequences under the United States Federal income
tax laws and regulations then in effect and the Company has delivered to the Trustee a Company
Order directing the Trustee not to make such exchanges thereafter unless and until the Trustee
receives a subsequent Company Order to the contrary. The Company shall deliver copies of such
Company Orders to the Security Registrar.




          Section 306. Mutilated, Destroyed, Lost and Stolen Debt Securities.




          If (i) any mutilated Debt Security or a Bearer Security with a mutilated coupon appertaining
to it is surrendered to a Paying Agent outside the United States designated by the Company, or, in
the case of any Registered Security, to the Trustee, or (ii) the Company and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any Debt Security or coupon,
and there is delivered to the Company and the Trustee such security or indemnity as may be required
by them to save each of them harmless, then, in the absence of notice to the Company and the
Trustee that such Debt Security or coupon has been acquired by a bona fide purchaser, the Company
shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange
for any such mutilated Debt Security or Bearer Security with a mutilated coupon appertaining to it
or to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen) or in lieu of any such destroyed, lost or stolen Debt Security, a new
Debt Security of like tenor and terms and principal amount, bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupon, if any, appertaining to such destroyed, lost
or stolen Debt Security or to the Debt Security to which such destroyed, lost or stolen coupon
appertains; provided, however, that any such new Bearer Security will be delivered only in
compliance with the conditions set forth in Section 305.




29









 





          In case any such mutilated, destroyed, lost or stolen Debt Security or coupon has become or is
about to become due and payable, the Company in its discretion may, instead of issuing a new Debt
Security, pay such Debt Security or coupon; provided, however, that payment of principal of (and
premium, if any) and any interest on Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an office or agency located outside the United States; and
provided, further, that, with respect to any such coupons, interest represented thereby (but not
any additional amounts payable as provided in Section 1004), shall be payable only upon
presentation and surrender of the coupons appertaining thereto.




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




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




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




          Section 307. Payment of Interest; Interest Rights Preserved.




          Interest on any Registered Security which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name that Registered
Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest. In case a Bearer Security of any series is surrendered in
exchange for a Registered Security of such series after the close of business (at an office or
agency in a Place of Payment for such series) on any Regular Record Date and before the opening of
business (at such office or agency) on the next succeeding Interest Payment Date, such Bearer
Security shall be surrendered without the coupon relating to such Interest Payment Date and
interest will not be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture. At the option of the Company,
payment of interest on any Registered Security may be made by check in the currency designated for
such payment pursuant to the terms of such Registered Security mailed to the address of the Person
entitled thereto as such address shall appear in the


30









 







Security Register or by wire transfer to an account in such currency designated by such Person in
writing not later than ten days prior to the date of such payment.




          Any interest on any Registered Security of any series which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by
virtue of his 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 Registered 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 Registered 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 and/or, to the
extent such Debt Securities are denominated and payable in Dollars only, Eligible
Instruments the payments of principal and interest on which when due (and without
reinvestment and providing no tax liability will be imposed upon the Trustee or the Holder
of such Registered Securities) will provide money in such amounts as will (together with any
money irrevocably deposited in trust with the Trustee, without investment) be 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 and/or Eligible Instruments when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee of the
written notice of the proposed payment. The Trustee shall promptly notify the Company of
such Special Record Date. Unless the Trustee is acting as the Security Registrar, promptly
after such Special Record Date, the Company shall furnish the Trustee with a list, or shall
make arrangements satisfactory to the Trustee with respect thereto, of the names and
addresses of, and principal amounts of Registered Securities of such series held by, the
Holders appearing on the Security Register at the close of business on such Special Record
Date. In the name and at the expense of the Company, the Trustee shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Registered 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
Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall
be paid to the Persons in whose names the Registered 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). In case a
Bearer Security of any series is surrendered at the office



31









 







or agency in a Place of Payment for such series in exchange for a Registered Security of
such series after the close of business at such office or agency on any Special Record Date
and before the opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such proposed date of payment and Defaulted Interest will not be payable on such
proposed date of payment in respect of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of such coupon when due in
accordance with the provisions of this Indenture.




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



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




          Subject to the limitations set forth in Section 1002, the Holder of any coupon appertaining to
a Bearer Security shall be entitled to receive the interest payable on such coupon upon
presentation and surrender of such coupon on or after the Interest Payment Date of such coupon at
an office or agency maintained for such purpose pursuant to Section 1002.




          Section 308. Persons Deemed Owners.




          Prior to due presentment of a Registered Security for registration of transfer, the Company,
the Trustee and any agent of the Company or of the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section 307) interest on
such Registered Security and for all other purposes whatsoever, whether or not such Registered
Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.




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




          None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or payments


32









 







made on account of beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests.




          Section 309. Cancellation.




          Unless otherwise provided with respect to a series of Debt Securities, all Debt Securities and
coupons surrendered for payment, redemption, repayment, transfer, exchange or credit against any
sinking fund payment pursuant to this Indenture, shall, if surrendered to the Company or any agent
of the Company, 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 Debt Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Debt
Securities so delivered shall be promptly cancelled by the Trustee. No Debt Securities shall be
authenticated in lieu of or in exchange for any Debt Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Debt Securities and
coupons held by the Trustee shall be destroyed and certification of their destruction delivered to
the Company unless by a Company Order the Company shall direct that the cancelled Debt Securities
or coupons be returned to it.




          Section 310. Computation of Interest.




          Except as otherwise specified as contemplated by Section 301 for Debt Securities of any
series, interest on the Debt Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months.




          Section 311. Certification by a Person Entitled to Delivery of a Bearer Security.




          Whenever any provision of this Indenture or a Debt Security contemplates that certification be
given by a Person entitled to delivery of a Bearer Security, such certification shall be provided
substantially in the form of Exhibit A-1 and, if applicable, A-2 hereto, with only such changes as
shall be approved by the Company and consented to by the Trustee whose consent shall not
unreasonably be withheld.




          Section 312. Judgments.




          The Company may provide, pursuant to Section 301, for the Debt Securities of any series that,
to the fullest extent possible under applicable law and except as may otherwise be specified as
contemplated in Section 301, (a) the obligation, if any, of the Company to pay the principal of
(and premium, if any) and interest on the Debt Securities of any series and any appurtenant coupons
in a Foreign Currency, composite currency or Dollars (the “Designated Currency”) as may be
specified pursuant to Section 301 is of the essence and agrees that judgments in respect of such
Debt Securities shall be given in the Designated Currency; (b) the obligation of the Company to
make payments in the Designated Currency of the principal of (and premium, if any) and interest on
such Debt Securities and any appurtenant coupons shall, notwithstanding any payment in any other
currency (whether pursuant to a judgment or


33









 







otherwise), be discharged only to the extent of the amount in the Designated Currency that the
Holder receiving such payment may, in accordance with normal banking procedures, purchase with the
sum paid in such other currency (after any premium and cost of exchange) in the country of issue of
the Designated Currency in the case of Foreign Currency or Dollars or in the international banking
community in the case of a composite currency on the Business Day immediately following the day on
which such Holder receives such payment; (c) if the amount in the Designated Currency that may be
so purchased for any reason falls short of the amount originally due, the Company shall pay such
additional amounts as may be necessary to compensate for such shortfall; and (d) any obligation of
the Company not discharged by such payment shall be due as a separate and independent obligation
and, until discharged as provided herein, shall continue in full force and effect.




ARTICLE FOUR




Satisfaction and Discharge




          Section 401. Satisfaction and Discharge of Indenture.




          This Indenture shall upon Company Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Debt Securities herein expressly
provided for and rights to receive payments of principal and interest thereon and any right to
receive additional amounts, as provided in Section 1004) 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 Debt Securities theretofore authenticated and delivered and all coupons
appertaining thereto (other than (i) coupons appertaining to Bearer Securities
surrendered in exchange for Registered Securities and maturing after such exchange,
surrender of which is not required or has been waived as provided in Section 305,
(ii) Debt Securities and coupons which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306, (iii) coupons appertaining to
Bearer Securities called for redemption or surrendered for repayment and maturing
after the relevant Redemption Date or Repayment Date, as appropriate, surrender of
which has been waived as provided in Section 1106 or 1303 and (iv) Debt Securities
and coupons for whose payment money and/or Eligible Instruments have theretofore
been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in
Section 1003) have been delivered to the Trustee cancelled or for cancellation; or



34









 






     (B) all such Debt Securities not theretofore 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




     (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 (B)(i), (B)(ii) or (B)(iii) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust for the
purpose money and/or, to the extent such Debt Securities are denominated and payable
in Dollars only, Eligible Instruments the payments of principal and interest on
which when due (and without reinvestment and providing no tax liability will be
imposed upon the Trustee or the Holders of Debt Securities) will provide money in
such amounts as will (together with any money irrevocably deposited in trust with
the Trustee, without investment) be sufficient to pay and discharge the entire
indebtedness on such Debt Securities and coupons of such series for principal (and
premium, if any) and interest, and any mandatory sinking fund, repayment or
analogous payments thereon, on the scheduled due dates therefor to the date of such
deposit (in the case of Debt Securities and coupons which have become due and
payable) or to the Stated Maturity or Redemption Date, if any, and all Repayment
Dates (in the case of Debt Securities repayable at the option of the Holders
thereof); provided, however, that in the event a petition for relief under the
Bankruptcy Reform Act of 1978 or a successor statute is filed with respect to the
Company within 91 days after the deposit, the obligations of the Company under the
Indenture with respect to the Debt Securities of such series shall not be deemed
terminated or discharged, and in such event the Trustee shall be required to return
the deposited money and Eligible Instruments then held by the Trustee to the
Company;




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




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



Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee under Section 607 and, if money or Eligible Instruments shall have been deposited with
the Trustee pursuant to Subclause (B) of Clause (1) of this Section, the


35









 





obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive
such satisfaction and discharge.




          Section 402. Application of Trust Money and Eligible Instruments.




          (a) Subject to the provisions of the last paragraph of Section 1003, all money and Eligible
Instruments deposited with the Trustee pursuant to Section 401, 403 or 1501 shall be held in trust
and such money and the principal and interest received on such Eligible Instruments shall be
applied by it, in accordance with the provisions of the Debt Securities, the coupons and this
Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money or Eligible
Instruments have been deposited with the Trustee.




          (b) The Trustee shall deliver or pay to the Company from time to time upon Company Request any
Eligible Instruments or money held by it as provided in Section 403 or 1501 which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are then in excess of the amount thereof which then
would have been required to be deposited for the purpose for which such Eligible Instruments or
money were deposited or received.




          (c) If this Section 402(c) is specified, as contemplated by Section 301, to be applicable to
the Debt Securities of any series, the Trustee shall deliver to the Company from time to time upon
Company Request any Eligible Instruments held by it as provided in Section 403 or 1501, provided
that the Company in substitution therefor simultaneously delivers to the Trustee, money or other
Eligible Instruments which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, would then be
sufficient to satisfy the Company’s payment obligations in respect of the Debt Securities in the
manner contemplated by Section 403 or 1501.




          Section 403. Satisfaction, Discharge and Defeasance of Debt Securities of any Series.




          If this Section 403 is specified, as contemplated by Section 301, to be applicable to Debt
Securities of any series, then, notwithstanding Section 401, (i) the Company shall be deemed to
have paid and discharged the entire indebtedness on all the Outstanding Debt Securities of any such
series and related coupons; (ii) the provisions of this Indenture as it relates to such Outstanding
Debt Securities and related coupons shall no longer be in effect (except as to the rights of
Holders of Debt Securities to receive, from the trust fund described in subparagraph (1) below,
payment of (x) the principal of (and premium, if any) and any installment of principal of (and
premium, if any) or interest on such Debt Securities and related coupons on the Stated Maturity of
such principal (and premium, if any) or installment of principal (and premium, if any) or interest
or (y) any mandatory sinking fund, repayment or analogous payments applicable to the Debt
Securities of that series on that day on which such


36









 







payments are due and payable in accordance with
the terms of this Indenture and of such Debt Securities, the Company’s obligations with respect to such Debt Securities under Sections 304, 305,
306, 1002, 1003 and 1004 and the rights, powers, trusts, duties and immunities of the Trustee
hereunder, including those under Section 607 hereof); and (iii) the Trustee, at the expense of the
Company, shall, upon Company Order, execute proper instruments acknowledging satisfaction and
discharge of such indebtedness, when





     (1) either




     (A) with respect to all Outstanding Debt Securities of such series and related
coupons, with reference to this Section 403, the Company has deposited or caused to
be deposited with the Trustee (or another trustee satisfying the requirements of
Section 609 who shall agree to comply with the provisions of this Section 403
applicable to it) irrevocably, as trust funds in trust, money and/or, to the extent
such Debt Securities are denominated and payable in Dollars only, Eligible
Instruments the payments of principal and interest on which when due (and without
reinvestment and providing no tax liability will be imposed upon the Trustee or the
Holders of such Debt Securities) will provide money in such amounts as will
(together with any money irrevocably deposited in trust with the Trustee, without
investment) be sufficient to pay and discharge (i) the principal of (and premium, if
any) and interest on the Outstanding Debt Securities of that series and related
coupons on the Stated Maturity of such principal or interest or, if such series may
be redeemed by the Company prior to the Stated Maturity thereof, and the Company
shall have given irrevocable instructions to the Trustee to effect such redemption,
at the date fixed for such redemption pursuant to Article Eleven, and (ii) any
mandatory sinking fund payments or analogous payments applicable to Debt Securities
of such series on the date on which such payments are due and payable in accordance
with the terms of this Indenture and of such Debt Securities; or




     (B) the Company has properly fulfilled such other means of satisfaction and
discharge as is specified, as contemplated by Section 301, to be applicable to the
Debt Securities of such series;




     (2) the Company has paid or caused to be paid all sums payable with respect to the
Outstanding Debt Securities of such series and related coupons;




     (3) such deposit will not result in a breach 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;




     (4) no Event of Default or event which, with the giving of notice or lapse of time, or
both, would become an Event of Default with respect to the Debt Securities of such series
shall have occurred and be continuing on the date of such deposit and no Event of Default
under Section 501(5) or Section 501(6) or event which, with the giving



37









 







of notice or lapse of
time, or both, would become an Event of Default under Section 501(5) or Section 501(6) shall have occurred and be continuing on the 91st day
after such date; provided, however, that should that condition fail to be satisfied on or
before such 91st day, the Trustee shall promptly, upon satisfactory receipt of
evidence of such failure, return such deposit to the Company;




     (5) the Company has delivered to the Trustee an Opinion of Counsel to the effect that
(a) the Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (b) since the date of this Indenture there has been a change in
applicable Federal income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders of Debt Securities and related coupons of
such series will not recognize income, gain or loss for Federal income tax purposes as a
result of such deposit, defeasance and discharge and will be subject to Federal income tax
on the same amount and in the same manner and at the same times as would have been the case
if such deposit, defeasance and discharge had not occurred;




     (6) if the Debt Securities of that series are then listed on any domestic or foreign
securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that such deposit, defeasance and discharge will not cause such Debt
Securities to be delisted;




     (7) such deposit shall have been effected in compliance with any additional terms,
conditions or limitations which may be imposed on the Company in connection therewith
pursuant to Section 301; and




     (8) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of the entire indebtedness of all Outstanding Debt Securities and
related coupons have been complied with.



          Any deposits with the Trustee referred to in Section 403(1)(A) above shall be irrevocable and
shall be made under the terms of an escrow or trust agreement in form and substance satisfactory to
the Trustee. If any Outstanding Debt Securities of such series are to be redeemed prior to their
Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement, the applicable escrow or trust agreement shall provide therefor
and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the Company.




          Upon the satisfaction of the conditions set forth in this Section 403 with respect to all the
Outstanding Debt Securities of any series, the terms and conditions of such series, including the
terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding
upon, or applicable to, the Company; provided that the Company shall not be discharged from any
payment obligations in respect of Debt Securities of such series which are


38









 





deemed not to be Outstanding under clause (iii) of the definition thereof if such obligations
continue to be valid obligations of the Company under applicable law.




          Notwithstanding the cessation, termination and discharge of all obligations, covenants and
agreements (except as provided above in this Section 403) of the Company under this Indenture with
respect to any series of Debt Securities, the obligations of the Company to the Trustee under
Section 607, and the obligations of the Trustee under Section 402 and the last paragraph of Section
1003, shall survive with respect to such series of Debt Securities.




ARTICLE FIVE




Remedies




          Section 501. Events of Default.




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





     (1) default in the payment of any interest upon any Debt Security of such series or a
related coupon, if any, when it becomes due and payable, and continuance of such default for
a period of 30 days; or




     (2) default in the payment of the principal of (or premium, if any, on) any Debt
Security of such series at its Maturity; or




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




     (4) default in the performance, or breach, of any covenant or warranty of the Company
in this Indenture (other than a covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of Debt Securities of a series other than
such series), and continuance of such default or breach for a period of 90 days after there
as 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 Debt 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”
hereunder, or



39









 






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




     (6) the commencement by the Company or any Material Subsidiary of a voluntary case or
proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in respect of
the Company or any Material Subsidiary in an involuntary case or proceeding under any
applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding against it, or the
filing by it of a petition or answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by it to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or similar official of the Company or any Material Subsidiary or of
any substantial part of its property, or the making by it of an assignment for the benefit
of creditors, or the admission by it in writing of its inability to pay its debts generally
as they become due, or the taking of corporate action by the Company or any Material
Subsidiary in furtherance of any such action; or




     (7) any other Event of Default, if any, provided with respect to Debt Securities of
such series specified as contemplated by Section 301.



          Section 502. Acceleration of Maturity; Rescission and Annulment.




          If an Event of Default with respect to Debt Securities of any series at the time Outstanding
occurs and is continuing, then and in every such case the Trustee or the Holders of not less than
25% in principal amount of Outstanding Debt Securities of such series may declare the principal
amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such series) of and all accrued
but unpaid interest on all the Debt Securities of such series to be due and payable immediately, by
a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such
declaration such principal amount (or specified amount) shall become immediately due and payable.
Upon payment of such amount, all obligations of the Company in respect of the payment of principal
of the Debt Securities of such series shall terminate.




40









 





          At any time after such a declaration of acceleration with respect to Debt Securities of any
series has been made and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Debt Securities of such series, by written notice to the Company and the
Trustee, 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 installments of interest on all Debt Securities of such series
and any related coupons,




     (B) the principal of (and premium, if any, on) any Debt Securities of such
series which have become due otherwise than by such declaration of acceleration and
interest thereon at the rate or rates prescribed therefor in such Debt Securities,




     (C) to the extent that payment of such interest is lawful, interest upon
overdue installments of interest on each Debt Security and any related coupons at
the rate or rates prescribed therefor in such Debt Securities, and




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




and




     (2) all Events of Default with respect to Debt Securities of such series, other than
the non-payment of the principal of Debt Securities of such series which have become due
solely by such declaration of acceleration, have been cured or waived as provided in Section
513.


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




          Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.




          The Company covenants that if:





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



41









 






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



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




          If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Debt Securities and coupons 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 Debt Securities and coupons, wherever
situated.




          If an Event of Default with respect to Debt 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 Debt Securities of such series and any related coupons by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.




          Section 504. Trustee May File Proofs of Claim.




          In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceedings, or any
voluntary or involuntary case under the Federal bankruptcy laws as now or hereafter constituted,
relative to the Company or any other obligor upon the Debt Securities of a particular series or any
related coupons or the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of such Debt Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of overdue principal or interest) shall
be entitled and empowered, by intervention in such proceedings or otherwise,





     (1) to file and prove a claim for the whole amount of principal (and premium, if any)
and interest owing and unpaid in respect of the Debt Securities of such series and any
appurtenant coupons and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim



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for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel) and of the Holders allowed in such judicial proceeding, and




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



and any receiver, assignee, trustee, custodian, liquidator, sequestrator or other similar official
in any such proceeding is hereby 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 607.




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




          Section 505. Trustee May Enforce Claims without Possession of Debt Securities or Coupons.




          All rights of action and claims under this Indenture or the Debt Securities or coupons may be
prosecuted and enforced by the Trustee without the possession of any of the Debt Securities or
coupons or the production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name, as trustee of an express trust, and any
recovery 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 Debt Securities and coupons in respect of which such judgment has
been recovered.




          Section 506. Application of Money Collected.




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





     FIRST: To the payment of all amounts due the Trustee under Section 607;




     SECOND: To the payment of the amounts then due and unpaid for principal of
(and premium, if any) and interest on the Debt Securities and any
coupons, 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



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Debt Securities and any coupons for principal (and premium, if any) and interest,
respectively. The Holders of each series of Debt Securities denominated in Euro, any other
composite currency or a Foreign Currency and any matured coupons relating thereto shall be
entitled to receive a ratable portion of the amount determined by the Exchange Rate Agent
by converting the principal amount Outstanding of such series of Debt Securities and matured
but unpaid interest on such series of Debt Securities in the currency in which such series
of Debt Securities is denominated into Dollars at the Exchange Rate as of the date of
declaration of acceleration of the Maturity of the Debt Securities; and




     THIRD: The balance, if any, to the Company.



          Section 507. Limitation on Suits.




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





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




     (2) the Holders of not less than 25% in principal amount of the Outstanding Debt
Securities of such 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 hereunder;




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




     (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 Debt Securities of such series;


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




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          Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.




          Notwithstanding any other provision in this Indenture, the Holder of any Debt Security or
coupon shall have the right which is absolute and unconditional to receive payment of the principal
of (and premium, if any) and (subject to Section 307) interest on such Debt Security or payment of
such coupon on the respective Stated Maturity or Maturities expressed in such Debt Security or
coupon (or, in the case of redemption or repayment, on the Redemption Date or the Repayment Date,
as the case may be) and to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder.




          Section 509. Restoration of Rights and Remedies.




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




          Section 510. Rights and Remedies Cumulative.




          Except as otherwise provided in Section 306, no right or remedy herein conferred 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 hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or remedy.




          Section 511. Delay or Omission Not Waiver.




          No delay or omission of the Trustee or of any Holder of any Debt Security or coupon to
exercise any right or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right
and remedy given by this Article or by law to the Trustee or to the Holders 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 512. Control by Holders of Debt Securities.




          The Holders of a majority in principal amount of the Outstanding Debt Securities of any series
shall have the right to direct the time, method and place of conducting


45









 







any proceeding for any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee with respect to the Debt Securities of such series, provided, that





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




     (2) subject to the provisions of Section 601, 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 Responsible Officers of the Trustee, determine that the proceedings so directed
would be unjustly prejudicial to the Holders of Debt Securities of such series not joining
in any such direction; and




     (3) the Trustee may take any other action deemed necessary by the Trustee which is not
inconsistent with such direction.



          Section 513. Waiver of Past Defaults.




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





     (1) in the payment of the principal of (or premium, if any) or interest on any Debt
Security of such series, or




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



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




          Section 514. Undertaking for Costs.




          All parties to this Indenture agree, and each Holder of any Debt Security or coupon by his
acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against
any party litigant in such suit, having a due regard to the merits and good faith of the claims or
defenses made by such party litigant, but the provisions of this Section shall not apply to any
suit instituted by the Company or the Trustee, to any suit instituted by any


46









 







Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Debt 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 Debt
Security or the payment of any coupons on or after the respective Stated Maturity or Maturities
expressed in such Debt Security or coupon (or, in the case of redemption or repayment, on or after
the Redemption Date or Repayment Date, as the case may be).




          Section 515. Waiver of Stay or Extension Laws.




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




ARTICLE SIX




The Trustee




          Section 601. Certain Duties and Responsibilities.




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





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




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



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




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





     (i) this subsection shall not be construed to limit the effect of subsection (a) of
this Section 601;




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




     (iii) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Debt Securities of any series, determined as provided in
Sections 101, 104 and 512, relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture with respect to the Debt Securities of such
series; and




     (iv) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers.



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




          Section 602. Notice of Default.




          If a default occurs hereunder with respect to Debt Securities of any series the Trustee shall
transmit by mail to all Holders of Debt Securities of such series notice of such default as and to
the extent provided by the Trust Indenture Act; provided, however, that in the case of any default
of the character specified in Section 501(4) with respect to Debt Securities of such series no such
notice to Holders shall be given until at least 30 days after the occurrence thereof; and provided
further, that, except in the case of a default in the payment of principal of (or premium, if any)
or interest on any Debt Security of such series or related coupons or in the payment of any sinking
fund installment with respect to Debt Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or a Responsible Officer of the Trustee in good faith determines
that the withholding of such notice is in the interest of the Holders of the Debt Securities 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 Debt
Securities of such series.




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          Section 603.Certain Rights of Trustee.




          Except as otherwise provided in Section 601:




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




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




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




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




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




          (f) the Trustee 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, coupon, 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, other than any such books or records containing
information as to the affairs of the customers of the Company or any of its subsidiaries; provided
that the Trustee may examine such books and records relating to customers to the extent that such
books and records contain information as to any payments made to such customers in their capacity
as Holders of Debt Securities; and provided further that the Trustee shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation; and




49









 





          (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder; no Exchange Rate Agent, Global Exchange Agent, Depositary or Paying Agent
shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or
omission by any of them.




          Section 604. Not Responsible for Recitals or Issuance of Debt Securities.




          The recitals contained herein and in the Debt Securities, except the Trustee’s certificates of
authentication, and in any coupons, and the information in any registration statement, including
all attachments thereto, except information provided by the Trustee therein, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Debt
Securities of any series or any coupons. The Trustee shall not be accountable for the use or
application by the Company of any Debt Securities or the proceeds thereof. The Trustee shall not
be responsible for and makes no representations to the Company’s ability or authority to issue
Bearer Securities or the lawfulness thereof.




          Section 605. May Hold Debt Securities or Coupons.




          The Trustee, any Paying Agent, the Security Registrar or any other agent of the Company or the
Trustee, in its individual or any other capacity, may become the owner or pledgee of Debt
Securities and coupons, and, subject to Sections 608 and 613, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such
agent.




          Section 606. Money Held in Trust.




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




          Section 607. Compensation and Reimbursement.




          The Company agrees





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



50









 






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




     (3) to fully indemnify the Trustee for, and to hold it harmless against, any and all
claims, losses, liabilities, damages or expenses (including taxes other than taxes based
upon the income of the Trustee) incurred without negligence or willful misconduct on its
part, arising out of or in connection with the acceptance or administration of this trust or
performance of its duties hereunder, including the 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 hereunder.



          As security for the performance of the obligations of the Company under this Section the
Trustee shall have a claim prior to the Debt Securities and any coupons upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the payment of principal
of (and premium, if any) or interest on particular Debt Securities or any coupons.




          Section 608. Disqualification; Conflicting Interests.




          If the Trustee has or shall acquire any 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 such Act, the Trustee shall not be deemed to have a conflicting interest
with respect to Debt Securities of any series by virtue of being a trustee under this Indenture
with respect to any particular series of Debt Securities.




          Section 609. Corporate Trustee Required; Eligibility.




          There shall at all times be a Trustee hereunder which shall be a corporation that is eligible
pursuant to the Trust Indenture Act to act as such and organized and doing business under the laws
of the United States, any State thereof or the District of Columbia, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000, and
subject to supervision or examination by Federal or State authority; provided, however, that if
Section 310(a) of the Trust Indenture Act or the rules and regulations of the Commission under the
Trust Indenture Act at any time permit a corporation organized and doing business under the laws of
any other jurisdiction to serve as trustee of an indenture qualified under the Trust Indenture Act,
this Section 609 shall be automatically amended to permit a corporation organized and doing
business under the laws of any such other jurisdiction to serve as Trustee hereunder. If such
corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such


51









 







corporation 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 promptly in the manner and with the
effect hereinafter specified in this Article.




          Section 610. Resignation and Removal; Appointment of Successor.




          (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee under Section 611.




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




          (c) The Trustee may be removed at any time with respect to the Debt Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding Debt Securities of such
series, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days of receipt of such Act
specifying removal, the removed Trustee may petition at the expense of the Company any court of
competent jurisdiction for the appointment of a successor Trustee with respect to the Debt
Securities of such series.




          (d) If at any time:





     (1) the Trustee shall fail to comply with Section 608 with respect to the Debt
Securities of any series after written request therefor by the Company or by any Holder who
has been a bona fide Holder of a Debt Security of such series for at least six months, or




     (2) the Trustee shall cease to be eligible under Section 609 with respect to any series
of Debt Securities and shall fail to resign after written request therefor by the Company or
by any such Holder, or




     (3) the Trustee shall become incapable of acting with respect to any series of Debt
Securities or a decree or order for relief by a court having jurisdiction in the premises
shall have been entered in respect of the Trustee in an involuntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State
bankruptcy, insolvency or similar law; or a decree or order by a court having jurisdiction
in the premises shall have been entered for the appointment of a receiver, custodian,
liquidator, assignee, trustee, sequestrator or other similar official of the Trustee or of
its property or affairs, or any public officer shall take charge or control



52









 







of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation, winding up or liquidation, or




     (4) the Trustee shall commence a voluntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or State bankruptcy,
insolvency or similar law or shall consent to the appointment of or taking possession by a
receiver, custodian, liquidator, assignee, trustee, sequestrator or other similar official
of the Trustee or its property or affairs, or shall make an assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts generally as they become
due, or shall take corporate action in furtherance of any such action,


then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect
to such series or (ii) subject to Section 514, any Holder who has been a bona fide Holder of a Debt
Security of any series for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee for the Debt
Securities of such series and the appointment of a successor Trustee. In addition, the Company may
remove the Trustee if the Company shall determine by a Board Resolution that the services provided
by the Trustee hereunder may be obtained at a substantially lower cost to the Company.




          (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any
series of Debt Securities, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Debt Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Debt Securities of that or
those series (it being understood that any such successor Trustee may be appointed with respect to
the Debt 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 Debt Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Debt
Securities of any series shall be appointed by Act of the Holders of a majority in principal amount
of the Outstanding Debt Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee with respect to the Debt Securities of such series and to
that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with
respect to the Debt Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder of a Debt Security of such series for at least six months may, subject to Section 514,
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 Debt Securities of such
series.




          (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Debt Securities of any series and each appointment of a successor Trustee with
respect to the Debt Securities of any series by mailing written notice of


53









 







such event by first-class mail, postage prepaid, to the Holders of Registered Securities, if any,
of such series as their names and addresses appear in the Security Register and, if Debt Securities
of such series are issuable as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United States. Each notice shall
include the name of the successor Trustee with respect to the Debt Securities of such series and
the address of its Corporate Trust Office.




          Section 611. Acceptance of Appointment by Successor.




          (a) In the case of an appointment hereunder of a successor Trustee with respect to all Debt
Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee,
such retiring Trustee shall, upon payment of its charges due under Section 607 hereof, execute and
deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of
the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder.




          (b) In the case of the appointment hereunder of a successor Trustee with respect to the Debt
Securities of one or more (but not all) series, the Company, the retiring Trustee upon payment of
its charges and each successor Trustee with respect to the Debt Securities of one or more series
shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of that or
those series to which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Debt Securities, shall contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Debt Securities of that or those series as to which the
retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee, it being understood
that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of
the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the
execution and delivery of such supplemental indenture, the resignation or removal of the retiring
Trustee shall become effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Debt Securities of that or those
series to which the appointment of such successor Trustee relates; but, on the request of the
Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such


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retiring Trustee hereunder with respect to the Debt 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) or (b) of this Section, as the case may
be.




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




          Section 612. 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 of the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article, without the
executing or filing of any paper or any further act on the part of any of the parties hereto. In
case any Debt 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 Debt Securities so authenticated with the same effect as
if such successor Trustee had itself authenticated such Debt Securities. In case any Debt
Securities shall not have been authenticated by such predecessor Trustee, any such successor
Trustee may authenticate and deliver such Debt Securities, in either its own name or that of its
predecessor Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee.




          Section 613. Preferential Collection of Claims Against Company.




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




          Section 614. Authenticating Agent.




          The Trustee shall upon Company request appoint one or more authenticating agents (including,
without limitation, the Company or any Affiliate thereof) with respect to one or more series of
Debt Securities which shall be authorized on behalf of the Trustee in authenticating Debt
Securities of such series in connection with the issue, delivery, registration of transfer,
exchange, partial redemption or repayment of such Debt Securities. Wherever reference is made in
this Indenture to the authentication of Debt Securities by the Trustee or the Trustee’s certificate
of authentication, such reference shall be deemed to include authentication on behalf of the
Trustee by an authenticating agent and a certificate of authentication executed


55









 







on behalf of the Trustee by an authenticating agent. Each authenticating agent must be acceptable
to the Company and must be a corporation organized and doing business under the laws of the United
States or of any State, having a combined capital and surplus of at least $1,000,000, authorized
under such laws to do a trust business and subject to supervision or examination by Federal or
State authorities or the equivalent foreign authority in the case of an authenticating agent who is
not organized and doing business under the laws of the United States or of any State thereof or the
District of Columbia.




          Any corporation succeeding to the corporate agency business of an authenticating agent shall
continue to be an authenticating agent without the execution or filing of any paper or any further
act on the part of the Trustee or such authenticating agent.




          An authenticating agent may at any time resign with respect to one or more series of Debt
Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee
may at any time terminate the agency of any authenticating agent with respect to one or more series
of Debt Securities by giving written notice of termination 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 an authenticating agent shall cease to be eligible in accordance with the provisions of this
Section, the Trustee promptly may appoint a successor authenticating agent. Any successor
authenticating agent upon acceptance of its appointment hereunder shall become vested with all
rights, powers and duties of its predecessor hereunder, with like effect as if originally named as
an authenticating agent herein. No successor authenticating agent shall be appointed unless
eligible under the provisions of this Section.




          The Trustee agrees to pay to each authenticating agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be entitled to be
reimbursed for such payment, subject to the provisions of Section 607.




          The provisions of Sections 104, 111, 306, 309, 603, 604, 605 and 607 shall be applicable to
any authenticating agent.




          Pursuant to each appointment made under this Section, the Debt Securities of each series
covered by such appointment may have endorsed thereon, in lieu of the Trustee’s certificate of
authentication, an alternate certificate of authentication in substantially the following form:




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          This is one of the Debt Securities, of the series designated herein, described in the
within-mentioned Indenture.




	 	 	 	 	 
	 	 	[                                                               
       
        
                 
     ]
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By
	 	 
	 

	 	 	 	 
	 

	 	 	 	As Authenticating Agent for the Trustee
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By
	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory
	 
	 	 	 	 
	 	 	Dated                                                                      
         
                
      






ARTICLE SEVEN




Holders’ Lists and Reports By Trustee and Company




          Section 701. Company to Furnish Trustee Names and Addresses of Holders.




          The Company will furnish or cause to be furnished to the Trustee with respect to Debt
Securities of each series for which it acts as Trustee:





     (1) semi-annually, not more than 15 days after the Regular Record Date in respect of
the Debt Securities of such series or on May 15 and November 15 of each year with respect to
each series of Debt Securities for which there are no Regular Record Dates, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the Holders of
Registered Securities as of such Regular Record Date or May 1 or November 1, as the case may
be, and




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


provided, however, that if and so long as the Trustee shall be the Security Registrar, no such list
need be furnished.




          Section 702. Preservation of Information; Communications to Holders.




          (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders of Registered Securities contained in the most


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recent list furnished to the Trustee as provided in Section 701 and the names and addresses of
Holders of Registered Securities received by the Trustee in its capacity as Paying Agent or
Security Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished. The Trustee shall preserve for at least two
years the names and addresses of Holders of Bearer Securities filed with the Trustee by such
Holders.




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




          (c) Every Holder of Debt Securities or coupons, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee shall be held accountable by
reason of any disclosure of information as to the names and addresses of the Holders made pursuant
to the Trust Indenture Act.




          Section 703. Reports by Trustee.




          (a) Within 60 days after May 15 of each year commencing with the first May 15 after the first
issuance of Debt Securities pursuant to this Indenture and at any other time required by the Trust
Indenture Act, the Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture and such other matters as may be required pursuant to the Trust
Indenture Act in the manner required by the Trust Indenture Act.




          (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 Debt Securities of such series are listed, with
the Commission and also with the Company. The Company will notify the Trustee when any series of
Debt Securities are listed on any stock exchange.




          Section 704. 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 thereof, as may be required pursuant
to the Trust Indenture Act at the time and in the manner pursuant to such Act; provided that such
information, documents or reports required to be filed with the Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 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 is entitled to
rely exclusively on Officers’ Certificates).




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ARTICLE EIGHT




Consolidation, Merger, Conveyance, Transfer or Lease




          Section 801. Company May Consolidate, etc. Only on Certain Terms.




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





     (1) the corporation formed by such consolidation or into which the Company is merged or
the Person which acquires by conveyance or transfer, or which leases, the properties and
assets of the Company substantially as an entirety shall be a corporation organized and
existing under the laws of the United States of America, any political subdivision thereof
or any State thereof and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of (and premium, if any) and interest (including all
additional amounts, if any, payable pursuant to Section 1004) on all the Debt Securities and
any related coupons and the performance 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, 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 such
supplemental indenture comply with this Article and that all conditions precedent herein
provided for relating to such transaction have been met.



          Section 802. Successor Corporation Substituted.




          Upon any consolidation with or merger into any other corporation, or any conveyance, transfer
or lease of the properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor corporation 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 had been named as the Company herein, and thereafter, except
in the case of a lease, the Company (which term for this purpose shall mean the Person named as the
“Company” in the first paragraph of this instrument or any successor corporation which shall
theretofore have become such in the manner presented in this Article) shall be relieved of all
obligations and covenants under this Indenture and the Debt Securities and coupons.




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ARTICLE NINE




Supplemental Indentures




          Section 901. 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 indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:





     (1) to evidence the succession of another corporation to the Company, and the
assumption by such successor of the covenants of the Company herein and in the Debt
Securities contained; or




     (2) to add to the covenants of the Company, for the benefit of the Holders of all or
any series of Debt Securities or coupons (and if such covenants are to be for the benefit of
less than all series of Debt Securities or coupons, stating that such covenants are
expressly being included solely for the benefit of such series), to convey, transfer,
assign, mortgage or pledge any property to or with the Trustee, or to surrender any right or
power herein conferred upon the Company; or




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




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




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




     (6) to establish the form or terms of Debt Securities of any series as permitted by
Sections 201 and 301; or



60









 






     (7) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Debt Securities of one or more series and to add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 611(b); or




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




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




     Section 902. Supplemental Indentures with Consent of Holders.



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





     (1) change the Stated Maturity of the principal or any installment of principal of, or
any installment of interest on, any Debt Security, or reduce the principal amount thereof or
the interest thereon or any premium payable upon redemption or repayment thereof, or change
any obligation of the Company to pay additional amounts pursuant to Section 1006 (except as
contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any
Place of Payment, or the coin or currency in which any Debt Security or the interest thereon
or any coupon is payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the case of redemption or
repayment, on or after the Redemption Date or Repayment Date, as the case may be), or




     (2) reduce the percentage in principal amount of the Outstanding Debt Securities of any
series, the consent of whose Holders is required for any such



61









 







supplemental indenture, or the consent of whose Holders is required for any waiver (of
compliance with certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or reduce the requirements of Section 1404 for
quorum or voting, or




     (3) modify any of the provisions of this Section, Section 513 or Section 1006, 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 Outstanding
Debt Security affected thereby; 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 and Section 1006, or the deletion of this proviso,
in accordance with the requirements of Section 611(b) and 901(7), or




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



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




          It shall not be necessary for any Act of Holders of the Debt Securities 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 thereof.




          Section 903. Execution of Supplemental Indentures.




          In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.




          Section 904. Effect of Supplemental Indentures.




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




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          Section 905. Conformity with Trust Indenture Act.




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




          Section 906. Reference in Debt Securities to Supplemental Indentures.




          Debt 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 Debt Securities of any series and any
appurtenant coupons so modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Debt Securities of such
series and any appurtenant coupons.




ARTICLE TEN




Covenants




          Section 1001. Payment of Principal, Premium and Interest.




          The Company covenants and agrees for the benefit of each series of Debt Securities and any
appurtenant coupons that it will duly and punctually pay the principal of (and premium, if any) and
interest on the Debt Securities and any appurtenant coupons in accordance with the terms of the
Debt Securities, any appurtenant coupons and this Indenture. Any interest due on Bearer Securities
on or before Maturity, other than additional amounts, if any, payable as provided in Section 1004
in respect of principal of (or premium, if any, on) such a Debt Security, shall be payable only
upon presentation and surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature.




          Section 1002. Maintenance of Office or Agency.




          The Company will maintain in each Place of Payment for any series of Debt Securities an office
or agency where Debt Securities (but, except as otherwise provided below, unless such Place of
Payment is located outside the United States, not Bearer Securities) may be presented or
surrendered for payment, where Debt Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the Debt Securities and
this Indenture may be served. If Debt Securities of a series are issuable as Bearer Securities,
the Company will maintain, subject to any laws or regulations applicable thereto, an office or
agency in a Place of Payment for such series which is located outside the United States where Debt
Securities of such series and the related coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Debt Securities of such series pursuant to
Section 1004); provided, however, that if the Debt


63









 







Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic
of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain a Paying Agent in London
or Luxembourg or any other required city located outside the United States, as the case may be, so
long as the Debt Securities of such series are listed on such exchange. The Company will give
prompt written notice to the Trustee of the location, and any change in the location, of any such
office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices or demands may be made or served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee its agent to receive all presentations, surrenders,
notices and demands, except that Bearer Securities of that series and the related coupons may be
presented and surrendered for payment (including payment of any additional amounts payable on
Bearer Securities of that series pursuant to Section 1004) at the place specified for the purpose
pursuant to Section 301(5).




          No payment of principal of, premium or interest on Bearer Securities shall be made at any
office or agency of the Company in the United States or by check mailed to any address in the
United States or by transfer to an account maintained with a bank located in the United States;
provided, however, payment of principal of and any premium and interest denominated in Dollars
(including additional amounts payable in respect thereof) on any Bearer Security may be made at an
office or agency of, and designated by, the Company located in the United States if (but only if)
payment of the full amount of such principal, premium, interest or additional amounts in Dollars at
all offices outside the United States maintained for the purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other similar
restrictions and the Trustee receives an Opinion of Counsel that such payment within the United
States is legal. Unless otherwise provided as contemplated by Section 301 with respect to any
series of Debt Securities, at the option of the Holder of any Bearer Security or related coupon,
payment may be made by check in the currency designated for such payment pursuant to the terms of
such Bearer Security presented or mailed to an address outside the United States or by transfer to
an account in such currency maintained by the payee with a bank located outside the United States.




          The Company may also from time to time designate one or more other offices or agencies (in or
outside of such Place of Payment) where the Debt Securities of one or more series and any
appurtenant coupons (subject to the preceding paragraph) 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 any series of Debt Securities for such
purposes. The Company will give prompt written notice to the Trustee of any such designation and
any change in the location of any such other office or agency.




64









 





          Section 1003. Money for Debt 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
Debt Securities, it will, on or before each due date of the principal of (and premium, if any) or
interest on any of the Debt Securities of such series and any appurtenant coupons, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or
failure so to act.




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




          The Company will cause each Paying Agent with respect to any series of Debt 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





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




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




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



          The Company may at any time, for the purpose of terminating its obligations under this
Indenture with respect to Debt Securities of any series 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.




65









 





          Any principal and interest received on the Eligible Instruments deposited with the Trustee or
any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for
the payment of the principal of (and premium, if any) or interest on any Debt Security of any
series or any appurtenant coupons or any money on deposit with the Trustee or any Paying Agent
representing amounts deducted from the Redemption Price or Repayment Price with respect to
unmatured coupons not presented upon redemption or exercise of the Holder’s option for repayment
pursuant to Section 1106 or 1303 and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of
such Debt Security or any coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money (including the principal and interest received on
Eligible Instruments deposited with the Trustee), and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company cause to be published
once, in an Authorized Newspaper of general circulation in the Borough of Manhattan, The City of
New York, and each Place of Payment or mailed to each such Holder, or both, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication or mailing, any unclaimed balance of such money then remaining
will be repaid to the Company.




          Section 1004. Payment of Additional Amounts.




          If the Debt Securities of a series provide for the payment of additional amounts, the Company
will pay to the Holder of any Debt Security of any series or any coupon appertaining thereto
additional amounts upon the terms and subject to the conditions provided therein. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any)
or interest on, or in respect of, any Debt Security of any series or any related coupon or the net
proceeds received on the sale or exchange of any Debt Security of any series, such mention shall be
deemed to include mention of the payment of additional amounts provided for in the terms of such
Debt Securities and this Section to the extent that, in such context, additional amounts are, were
or would be payable in respect thereof pursuant to the provisions of this Section and express
mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be
construed as excluding additional amounts in those provisions hereof where such express mention is
not made.




          If the Debt Securities of a series provide for the payment of additional amounts, at least 10
days prior to the first Interest Payment Date with respect to that series of Debt Securities (or if
the Debt Securities of that series will not bear interest prior to Maturity, the first day on which
a payment of principal (and premium, if any) is made), and at least 10 days prior to each date of
payment of principal (and premium, if any) or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officers’ Certificate, the Company will furnish the
Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with
an Officers’ Certificate instructing the Trustee and such


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Paying Agent or Paying Agents whether such payment of principal of (and premium, if any) or
interest on the Debt Securities of that series shall be made to Holders of Debt Securities of that
series or the related coupons who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described in the Debt Securities of that series.
If any such withholding shall be required, then such Officers’ Certificate shall specify by country
the amount, if any, required to be withheld on such payments to such Holders of Debt Securities or
coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts, if
any, required by the terms of such Debt Securities and the first paragraph of this Section. The
Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any of them in reliance
on any Officers’ Certificate furnished pursuant to this Section.




          Section 1005. Officers’ Certificate as to Default.




          The Company will deliver to the Trustee, on or before a date not more than four months after
the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate,
stating whether or not to the best knowledge of the signers thereof the Company is in default in
the performance and observance of any of the terms, provisions and conditions of this Indenture,
and, if the Company shall be in default, specifying all such defaults and the nature thereof of
which they may have knowledge.




          Section 1006. Waiver of Certain Covenants.




          The Company may omit in any particular instance to comply with any covenant or condition
applicable to the Debt Securities of any series pursuant to Section 301 unless such covenant or
condition is determined pursuant to Section 301 not to be subject to this provision if, before the
time for such compliance the Holders of at least a majority in principal amount of all series of
the Debt Securities at the time Outstanding to which such covenant or condition applies shall,
acting together as a class, by Act of such Holders, either waive such compliance in such instance
or generally waive compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant 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 covenant or condition shall remain in full force and effect.




          Section 1007. Calculation of Original Issue Discount.




          The Company shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including daily rates and accrual
periods) accrued on Outstanding Debt Securities as of the end of such year and (ii) such other
specific information relating to such original issue discount as may then be reasonably requested
by the Trustee and relevant under the Internal Revenue Code of 1986, as amended from time to time.




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ARTICLE ELEVEN




Redemption of Debt Securities




          Section 1101. Applicability of Article.




          Debt 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 301 for Debt Securities of any series) in accordance with this Article.




          Section 1102. Election to Redeem; Notice to Trustee.




          The election of the Company to redeem any Debt Securities shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Company of less than all of the Debt
Securities of any series, the Company shall, at least 45 days prior to the Redemption Date fixed by
the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount and the tenor and terms of the Debt Securities of
any series to be redeemed. In the case of any redemption of Debt Securities prior to the
expiration of any restriction on such redemption provided in the terms of such Debt Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restriction.




          Section 1103. Selection by Trustee of Debt Securities to be Redeemed.




          Except as otherwise specified as contemplated by Section 301 for Debt Securities of any
series, if less than all the Debt Securities of any series with like tenor and terms are to be
redeemed, the particular Debt Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Debt Securities of such series
with like tenor and terms not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate and which may provide for the selection for redemption of portions (equal
to the minimum authorized denomination for Debt Securities of such series or any integral multiple
thereof which is also an authorized denomination) of the principal amount of Registered Securities
or Bearer Securities (if issued in more than one authorized denomination) of such series of a
denomination larger than the minimum authorized denomination for Debt Securities of such series.




          The Trustee shall promptly notify the Company in writing of the Debt Securities selected for
redemption and, in the case of any Debt Securities selected for partial redemption, the principal
amount thereof to be redeemed.




          For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Debt Securities shall relate, in the case of any Debt


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Security redeemed or to be redeemed only in part, to the portion of the principal amount of such
Debt Security which has been or is to be redeemed.




          Section 1104. Notice of Redemption.




          Notice of redemption shall be given in the manner provided in Section 106 not less than 30 nor
more than 60 days prior to the Redemption Date, to each Holder of Debt Securities to be redeemed.




          All notices of redemption shall state:





     (1) the Redemption Date,




     (2) the Redemption Price,




     (3) if less than all Outstanding Debt Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts) of the
particular Debt Securities to be redeemed,




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




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




     (6) that Bearer Securities may be surrendered for payment only at such place or places
which are outside the United States, except as otherwise provided in Section 1002,




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




     (8) the CUSIP number, if any.



          A notice of redemption published as contemplated by Section 106 need not identify particular
Registered Securities to be redeemed.




          Notice of redemption of Debt 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.




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          Section 1105. Deposit of Redemption Price.




          On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money and/or, to the extent the Debt Securities to be
redeemed are denominated and payable in Dollars only, Eligible Instruments the payments of
principal and interest on which when due (and without reinvestment and providing no tax liability
will be imposed upon the Trustee or the Holders of the Debt Securities to be redeemed) will provide
money on or prior to the Redemption Date in such amounts as will (together with any money
irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Debt Securities or portions thereof which are to be redeemed on that date;
provided, however, that deposits with respect to Bearer Securities shall be made with a Paying
Agent or Paying Agents located outside the United States except as otherwise provided in Section
1002, unless otherwise specified as contemplated by Section 301.




          Section 1106. Debt Securities Payable on Redemption Date.




          Notice of redemption having been given as aforesaid, the Debt Securities to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified and from
and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Debt Securities shall cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided
below, shall be void. Upon surrender of any such Debt Security for redemption in accordance with
said notice, such Debt Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of coupons for such interest (at an office or agency located outside the
United States except as otherwise provided in Section 1002), and provided further, that
installments of interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Debt Securities, or one or more Predecessor
Securities, registered as such on the relevant Record Dates according to their terms and the
provisions of Section 307.




          If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant
coupons maturing after the Redemption Date, such Bearer Security may be paid after deducting from
the Redemption Price an amount equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the
Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been
made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted
without interest thereon; provided, however,


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that interest represented by coupons shall be payable only upon presentation and surrender of those
coupons at an office or agency located outside of the United States except as otherwise provided in
Section 1002.




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




          Section 1107. Debt Securities Redeemed in Part.




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




ARTICLE TWELVE




Sinking Funds




          Section 1201. Applicability of Article.




          The provisions of this Article shall be applicable to any sinking fund for the retirement of
Debt Securities of a series except as otherwise specified as contemplated by Section 301 for Debt
Securities of such series.




          The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of
any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess
of such minimum amount provided for by the term of Debt Securities of any series is herein referred
to an “optional sinking fund payment”. If provided for by the terms of Debt Securities of any
series, the amount of any sinking fund payment may be subject to reduction as provided in Section
1202. Each sinking fund payment shall be applied to the redemption of Debt Securities of any
series as provided for by the terms of Debt Securities of such series.




          Section 1202. Satisfaction of Sinking Fund Payments with Debt Securities.




          The Company (1) may deliver Outstanding Debt Securities of a series (other than any previously
called for redemption), together in the case of any Bearer Securities of such


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series with all unmatured coupons appertaining thereto, and (2) may apply as a credit Debt
Securities of a series which have been redeemed either at the election of the Company pursuant to
the terms of such Debt Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, in each case in satisfaction of all or any
part of any sinking fund payment with respect to the Debt Securities of such series required to be
made pursuant to the terms of such Debt Securities as provided for by the terms of such series;
provided that such Debt Securities have not been previously so credited. Such Debt Securities
shall be received and credited for such purpose by the Trustee at the Redemption Price specified in
such Debt Securities for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of
Debt Securities in lieu of cash payments pursuant to this Section 1202, the principal amount of
Debt Securities to be redeemed in order to exhaust the aforesaid cash payment shall be less than
$100,000, the Trustee need not call Debt Securities for redemption, except upon Company Request,
and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next
succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall at
the request of the Company from time to time pay over and deliver to the Company any cash payment
so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of
Debt Securities purchased by the Company having an unpaid principal amount equal to the cash
payment requested to be released to the Company.




          Section 1203. Redemption of Debt Securities for Sinking Fund.




          Not less than 60 days prior to each sinking fund payment date for any series of Debt
Securities (unless a shorter period shall be satisfactory to the Trustee), 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 thereof, if any, which is
to be satisfied by payment of cash, the portion thereof, if any, which is to be satisfied by
crediting Debt Securities of that series pursuant to Section 1202 and the basis for any such credit
and, prior to or concurrently with the delivery of such Officers’ Certificate, will also deliver to
the Trustee any Debt Securities to be so credited and not theretofore delivered to the Trustee.
Not less than 30 days (unless a shorter period shall be satisfactory to the Trustee) before each
such sinking fund payment date the Trustee shall select the Debt Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company in the manner
provided in Section 1104. Such notice having been duly given, the redemption of such Debt
Securities shall be made upon the terms and in the manner stated in Sections 1105, 1106 and 1107.




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ARTICLE THIRTEEN




Repayment at the Option of Holders




          Section 1301. Applicability of Article.




          Debt Securities of any series which are repayable at the option of the Holders thereof before
their Stated Maturity shall be repaid in accordance with their terms and (except as otherwise
specified pursuant to Section 301 for Debt Securities of such series) in accordance with this
Article.




          Section 1302. Repayment of Debt Securities.




          Each Debt Security which is subject to repayment in whole or in part at the option of the
Holder thereof on a Repayment Date shall be repaid at the applicable Repayment Price together with
interest accrued to such Repayment Date as specified pursuant to Section 301.




          Section 1303. Exercise of Option; Notice.




          Each Holder desiring to exercise such Holder’s option for repayment shall, as conditions to
such repayment, surrender the Debt Security to be repaid in whole or in part together with written
notice of the exercise of such option at any office or agency of the Company in a Place of Payment,
not less than 30 nor more than 45 days prior to the Repayment Date; provided, however, that
surrender of Bearer Securities together with written notice of exercise of such option shall be
made at an office or agency located outside the United States except as otherwise provided in
Section 1002. Such notice, which shall be irrevocable, shall specify the principal amount of such
Debt Security to be repaid, which shall be equal to the minimum authorized denomination for such
Debt Security or an integral multiple thereof, and shall identify the Debt Security to be repaid
and, in the case of a partial repayment of the Debt Security, shall specify the denomination or
denominations of the Debt Security or Debt Securities of the same series to be issued to the Holder
for the portion of the principal of the Debt Security surrendered which is not to be repaid.




          If any Bearer Security surrendered for repayment shall not be accompanied by all unmatured
coupons and all matured coupons in default, such Bearer Security may be paid after deducting from
the Repayment Price an amount equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the
Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been
made from the Repayment Price, such Holder shall be entitled to receive the amount so deducted
without interest thereon; provided, however, that interest represented by coupons shall be payable
only at an office or agency located outside the United States except as otherwise provided in
Section 1002.




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          The Company shall execute and the Trustee shall authenticate and deliver without service
charge to the Holder of any Registered Security so surrendered a new Registered Security or
Securities of the same series, of any authorized denomination specified in the foregoing notice, in
an aggregate principal amount equal to any portion of the principal of the Registered Security so
surrendered which is not to be repaid.




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




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




          Section 1304. Election of Repayment by Remarketing Entities.




          The Company may elect, with respect to Debt Securities of any series which are repayable at
the option of the Holders thereof before their Stated Maturity, at any time prior to any Repayment
Date to designate one or more Remarketing Entities to purchase, at a price equal to the Repayment
Price, Debt Securities of such series from the Holders thereof who give notice and surrender their
Debt Securities in accordance with Section 1303.




          Section 1305. Securities Payable on the Repayment Date.




          Notice of exercise of the option of repayment having been given and the Debt Securities so to
be repaid having been surrendered as aforesaid, such Debt Securities shall, unless purchased in
accordance with Section 1304, on the Repayment Date become due and payable at the price therein
specified and from and after the Repayment Date such Debt Securities shall cease to bear interest
and shall be paid on the Repayment Date, and the coupons for such interest appertaining to Bearer
Securities so to be repaid, except to the extent provided


74









 







above, shall be void, unless the Company shall default in the payment of such price in which case
the Company shall continue to be obligated for the principal amount of such Debt Securities and
shall be obligated to pay interest on such principal amount at the rate borne by such Debt
Securities from time to time until payment in full of such principal amount.




ARTICLE FOURTEEN




Meetings of Holders of Debt Securities




          Section 1401. Purposes for Which Meetings May Be Called.




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




          Section 1402. Call, Notice and Place of Meetings.




          (a) The Trustee may at any time call a meeting of Holders of Debt Securities of any series
issuable as Bearer Securities for any purpose specified in Section 1401, to be held at such time
and at such place in the Borough of Manhattan, The City of New York, or in London as the Trustee
shall determine. Notice of every meeting of Holders of Debt Securities of any series, setting
forth the time and the place of such meeting and in general terms the action proposed to be taken
at such meeting, shall be given, in the manner provided in Section 106, not less than 21 nor more
than 180 days prior to the date fixed for the meeting.




          (b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in principal amount of the Outstanding Debt Securities of any series shall have requested
the Trustee to call a meeting of the Holders of Debt Securities of such series for any purpose
specified in Section 1401, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the first publication of
the notice of such meeting within 21 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Debt
Securities of such series in the amount above specified, as the case may be, may determine the time
and the place in the Borough of Manhattan, The City of New York, or in London for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in subsection (a) of
this Section.




          Section 1403. Persons Entitled to Vote at Meetings.




          To be entitled to vote at any meeting of Holders of Debt Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding Debt Securities of such series, or (2) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one or more


75









 







Outstanding Debt Securities of such series by such Holder or Holders. The only Persons who shall
be entitled to be present or to speak at any meeting of Holders of Debt Securities of any series
shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.




          Section 1404. Quorum; Action.




          The Persons entitled to vote a majority in principal amount of the Outstanding Debt Securities
of a series shall constitute a quorum for a meeting of Holders of Debt Securities of such series.
In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Debt Securities of such series, be
dissolved. In the absence of a quorum in any other case the meeting may be adjourned for a period
of not less than 10 days as determined by the chairperson of the meeting prior to the adjournment
of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting
may be further adjourned for a period of not less than 10 days as determined by the chairperson of
the meeting prior to the adjournment of such adjourned meeting. Notice of this reconvening of any
adjourned meeting shall be given as provided in Section 1402(a), except that such notice need be
given only once not less than five days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding Debt Securities of such
series which shall constitute a quorum.




          Except as limited by the proviso to Section 902, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by
the affirmative vote of the Holders of majority in principal amount of the Outstanding Debt
Securities of that series, provided however, that, except as limited by the proviso to Section 902,
any resolution with respect to any request, demand, authorization, direction, notice, consent,
waiver or other Act which this Indenture expressly provides may be made, given or taken by the
Holders of a specified percentage, which is less than a majority, in principal amount of the
Outstanding Debt Securities of a series may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of
such specified percentage in principal amount of the Outstanding Debt Securities of that series.




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




          Section 1405. Determination of Voting Rights; Conduct and Adjournment of Meetings.




          (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of Debt Securities of
such series in regard to proof of the holding of Debt Securities of such series and


76









 







of the appointment of proxies and in regard to the appointment and duties of inspectors of votes,
the submission and examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except
as otherwise permitted or required by any such regulations, the holding of Debt Securities shall be
proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in
the manner specified in Section 104 or, in the case of Bearer Securities, by having the signature
of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker
authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular on their face, may be presumed valid
and genuine without the proof specified in Section 104 or other proof.




          (b) The Trustee shall, by an instrument in writing, appoint a temporary chairperson of the
meeting, unless the meeting shall have been called by the Company or by Holders of Debt Securities
as provided in Section 1402(b), in which case the Company or the Holders of Debt Securities of the
series calling the meeting, as the case may be, shall in like manner appoint a temporary
chairperson. A permanent chairperson and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the Outstanding Debt
Securities of such series represented at the meeting.




          (c) At any meeting each Holder of a Debt Security of such series or proxy shall be entitled to
one vote for each $1,000 principal amount (or the equivalent in Euros, any other composite currency
or a Foreign Currency) of Debt Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any Debt Security
challenged as not Outstanding and ruled by the chairperson of the meeting not to be Outstanding.
The chairperson of the meeting shall have no right to vote, except as a Holder of a Debt Security
of such series or proxy.




          (d) Any meeting of Holders of Debt Securities of any series duly called pursuant to Section
1402 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a
majority in principal amount of the Outstanding Debt Securities of such series represented at the
meeting; and the meeting may be held as so adjourned without further notice.




          Section 1406. Counting Votes and Recording Action of Meetings.




          The vote upon any resolution submitted to any meeting of Holders of Debt Securities of any
series shall be by written ballots on which shall be subscribed the signatures of the Holders of
Debt Securities of such series or of their representatives by proxy and the principal amounts and
serial numbers of the Outstanding Debt Securities of such series held or represented by them. The
permanent chairperson of the meeting shall appoint two inspectors of votes who shall count all
votes cast at the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all votes cast at the
meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Debt
Securities of any series shall be prepared by the secretary of the meeting and


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there shall be attached to said record the original reports of the inspectors of votes on any vote
by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was given as provided in
Section 1402 and, if applicable, Section 1401. Each copy shall be signed and verified by the
affidavits of the permanent chairperson and secretary of the meeting and one such copy shall be
delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to
have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.




ARTICLE FIFTEEN




Defeasance




          Section 1501. Termination of Company’s Obligations.




          If this Section 1501 is specified, as contemplated by Section 301, to be applicable to any
series of Debt Securities and if the Company deposits irrevocably in trust with the Trustee money
and/or, to the extent such Debt Securities are denominated and payable in Dollars only, Eligible
Instruments the payments of principal and interest on which when due (and without reinvestment and
providing no tax liability will be imposed upon the Trustee or the Holders of such Debt Securities)
will provide money in such amounts as will (together with any money irrevocably deposited in trust
with the Trustee, without investment) be sufficient to pay the principal of (and premium, if any)
and any installment of principal of (and premium, if any) or interest when due on the Debt
Securities of such series and any coupons appertaining thereto and any mandatory sinking fund,
repayment or analogous payments thereon on the scheduled due dates therefor at the Stated Maturity
thereof, the Company’s obligations under any covenant determined pursuant to Section 301 to be
subject to this Section shall terminate with respect to the Debt Securities of the series for which
such deposit was made; provided, however, that (i) no Event of Default with respect to the Debt
Securities of such series under Section 501(5) or 501(6) or event that with notice or lapse of time
or both would constitute such an Event of Default shall have occurred and be continuing on such
date, (ii) such deposit will not result in a breach 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, and (iii) such termination shall not relieve the Company of its obligations under the Debt
Securities of such series and this Indenture to pay when due the principal of (and premium, if any)
and interest and additional amounts on such Debt Securities and any coupons appertaining thereto if
such Debt Securities or coupons are not paid (or payment is not provided for) when due from the
money and Eligible Instruments (and the proceeds thereof) so deposited.




          It shall be a condition to the deposit of cash and/or Eligible Instruments and the termination
of the Company’s obligations pursuant to the provisions of this Section with respect to the Debt
Securities of any series under any covenant determined pursuant to Section 301 to be subject to
this Section that the Company deliver to the Trustee (i) an Opinion of Counsel to the effect that:
(a) Holders of Debt Securities of such series and any coupons appertaining


78









 





thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such
deposit and termination and (b) such Holders (and future Holders) will be subject to tax in the
same amount, manner and timing as if such deposit and termination had not occurred, (ii) an
Officers’ Certificate to the effect that under the laws in effect on the date such money and/or
Eligible Instruments are deposited with the Trustee, the amount thereof will be sufficient, after
payment of all Federal, state and local taxes in respect thereof payable by the Trustee, to pay
principal (and premium, if any) and interest when due on the Debt Securities of such series and any
coupons appertaining thereto; and (iii) an Officers’ Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided for relating to the defeasance contemplated
in this Section have been complied with.




          It shall be an additional condition to the deposit of cash and/or Eligible Instruments and the
termination of the Company’s obligations pursuant to the provisions of this Section under any
covenant determined pursuant to Section 301 to be subject to this Section, with respect to the Debt
Securities of any series then listed on the New York Stock Exchange, that the Company deliver an
Opinion of Counsel that the Debt Securities of such series will not be delisted from the New York
Stock Exchange as a result of such deposit and termination.




          After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in
writing the discharge of the Company’s obligations pursuant to the provisions of this Section with
respect to the Debt Securities of such series under any covenant determined pursuant to Section 301
to be subject to this Section.




          Section 1502. Repayment to Company.




          The Trustee and any Paying Agent shall promptly pay to the Company upon Company Request any
money or Eligible Instruments not required for the payment of the principal of (and premium, if
any) and interest on the Debt Securities of any series and any related coupons for which money or
Eligible Instruments have been deposited pursuant to Section 1501 held by them at any time.




          The Trustee and any Paying Agent shall promptly pay to the Company upon Company Request any
money held by them for the payment of principal (and premium, if any) and interest that remains
unclaimed for two years after the Maturity of the Debt Securities for which a deposit has been made
pursuant to Section 1501. After such payment to the Company, the Holders of the Debt Securities of
such series and any related coupons shall thereafter, as unsecured general creditors, look only to
the Company for the payment thereof.




          Section 1503. Indemnity for Eligible Instruments.




          The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the deposited Eligible Instruments or the principal or interest
received on such Eligible Instruments.




79









 








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




	 	 	 	 	 
	 	 	HUTCHINSON TECHNOLOGY INCORPORATED
	 
	 	 	 	 
	 

	 	By
	 	 
	 

	 	 	 	 
	 

	 	  Its
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	By
	 	 
	 

	 	 	 	 
	 

	 	  Its
	 	 
	 

	 	 	 	 





80









 






	 	 	 	 	 	 	 
	STATE OF

	 	)	 	 	 
	 

	 	)SS.
	 	 
	COUNTY OF

	 	)	 	 	 





          On the ___day of _______________, before me personally came _____________________, to me known, who,
being duly sworn, did depose and say that (s)he resides at __________________; that (s)he is
__________________
of Hutchinson Technology Incorporated, a corporation described in and which
executed the above instrument; and that (s)he signed his/her name thereto pursuant to the authority
of the Board of Directors of said corporation.




	 	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 
	 

	 	Notary Public	 	 






81









 






	 	 	 	 	 	 	 
	STATE OF

	 	)	 	 	 
	 

	 	)SS.
	 	 
	COUNTY OF

	 	)	 	 	 






          On the ___day of __________________, before me personally came ______________________________, to me known, who,
being duly sworn, did depose and say that (s)he is a ___________________________
____________ of __________________, a
_____________________
described in and which executed the above instrument and that (s)he signed his/her
name thereto pursuant to the authority of the Board of Directors of said corporation.




	 	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 
	 

	 	Notary Public	 	 






82









 





EXHIBIT A-1




[Form of Certificate of Beneficial Ownership by a

Non-United States Person or by Certain Other Persons]




Certificate




HUTCHINSON TECHNOLOGY INCORPORATED




[Insert title or sufficient description of

Debt Securities to be delivered]




     Reference is hereby made to the Indenture dated as of                                          (the “Indenture”) between
Hutchinson Technology Incorporated and                                          (the “Trustee”), covering the
above-captioned Debt Securities. This is to certify that as of the date hereof,
                                                                            
     principal amount of Debt Securities credited to you for our account (i) is
owned by persons that are not United States Persons, as defined below; (ii) is owned by United
States Persons that are (a) foreign branches of United States financial institutions (as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) (“financial institutions”) purchasing for
their own account or for resale, or (b) United States Persons who acquired the Debt Securities
through foreign branches of United States financial institutions and who hold the Debt Securities
through such United States financial institutions on the date hereof (and in either case (a) or
(b), each such United States financial institution encloses herewith a certificate in the form of
Exhibit A-2 to the Indenture); or (iii) is owned by United States or foreign financial institutions
for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), which United States or foreign financial institutions described in
clause (iii) above (whether or not also described in clause (i) or (ii)) certify that they have not
acquired the Debt Securities for purposes of resale directly or indirectly to a United States
Person or to a person within the United States or its possessions.



     [Insert if certificate does not relate to an interest payment—We undertake to advise you by
tested telex followed by written confirmation if the above statement as to beneficial ownership is
not correct on the date of delivery of the above-captioned Debt Securities in bearer form as to all
of such Debt Securities with respect to such of said Debt Securities as then appear in your books
as being held for our account.] We understand that this certificate is required in connection with
United States tax laws. We irrevocably authorize you to produce this certificate or a copy hereof
to any interested party in any administrative or legal proceedings with respect to the matters
covered by this certificate. “United States Person” shall mean a citizen or resident of the United
States of America (including the District of Columbia), a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political subdivision thereof
or an estate or trust that is subject to United States Federal income taxation regardless of the
source of its income.



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



 









 







and interest cannot be paid until we are able to so certify with respect to such principal amount
of Debt Securities.]*



Dated:                                                            




[To be dated on or after

                                         (the date

determined as provided in the

Indenture)]




	 	 	 	 	 
	 	 	[Name of Person Entitled to Receive Bearer Security]
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	(Authorized Signatory)
	 
	 	 	 	 
	 

	 	Name:
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	 
	 

	 	 	 	 







 




			
	 	 	*Delete if inappropriate



A-2









 








EXHIBIT A-2




[Form of Certificate of Status as a

Foreign Branch of a United States Financial Institution]




Certificate




HUTCHINSON TECHNOLOGY INCORPORATED




[Insert title or sufficient description of

Debt Securities to be delivered]




     Reference
is hereby made to the Indenture dated as of _____________________ (the “Indenture”),
between Hutchinson Technology Incorporated and _____________________, relating to the offering of the
above-captioned Debt Securities (the “Debt Securities”). Unless herein defined, terms used herein
have the same meaning as given to them in the Indenture.



     The undersigned represents that it is a branch located outside the United States of a United
States securities clearing organization, bank or other financial institution (as defined in U.S.
Treasury Regulation Section 1.165-12(c)(1)(v)) that holds customers’ securities in the ordinary
course of its trade or business and agrees, and authorizes you to advise the issuer or the issuer’s
agent, that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986 and the regulations thereunder and is not purchasing for resale
directly or indirectly to a United States Person or to a person within the United States or its
possessions. We undertake to advise you by tested telex followed by written confirmation if the
statement in the immediately preceding sentence is not correct on the date of delivery of the
above-captioned Debt Securities in bearer form.



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



Dated:                                                            

[To be dated on or after

                                         (the date

determined as provided in the Indenture)]




	 	 	 	 	 
	 	 	[Name of Person Entitled to Receive Bearer Security]
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	(Authorized Signatory)
	 
	 	 	 	 
	 

	 	Name:
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	 
	 

	 	 	 	 





 









 





EXHIBIT B




[Form of Certificate to be Given by Euroclear and Clearstream

in Connection with the Exchange of All or a Portion of a

Temporary Global Security or to Obtain

Interest Prior to Exchange]




Certificate




HUTCHINSON TECHNOLOGY INCORPORATED




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




     We refer to that portion,                                         , of the Global Security representing the
above-captioned issue [which is herewith submitted to be exchanged for definitive Debt Securities]*
[for which we are seeking to obtain payment of interest]* (the “Submitted Portion”). This is to
certify, pursuant to the Indenture dated as of                                          (the “Indenture”) between Hutchinson
Technology Incorporated and                                          (the “Trustee”), that we have received in writing, by
tested telex or by electronic transmission from member organizations with respect to each of the
persons appearing in our records as being entitled to a beneficial interest in the Submitted
Portion a Certificate of Beneficial Ownership by a Non-United States Person or by Certain Other
Persons [and, in some cases, a Certificate of Status as a Foreign Branch of a United States
Financial Institution, authorizing us to inform the issuer or the issuer’s agent that it will
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986 and the regulations thereunder]* substantially in the form of Exhibit A-1 [and A-2]* to the
Indenture.



     We hereby request that you deliver to the office of                                                            
  in
                                                             definitive Bearer Securities in the denominations on the attached Schedule A.



     We further certify that as of the date hereof we have not received any notification from any
of the persons giving such certificates to the effect that the statements made by them with respect
to any part of the Submitted Portion are no longer true and cannot be relied on as of the date
hereof.



Dated:                                                            




	 	 	 	 	 
	 	 	EUROCLEAR BANK S.A./N.V., as
Operator of the Euroclear System] [CLEARSTREAM BANKING S.A.]
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 







 




			
	 	 	*Delete if inappropriate.