exv4w1






EXHIBIT 4.1




EXECUTION COPY




WILLIAMS PARTNERS L.P.




AND



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



Trustee



 





INDENTURE



Dated as of November 9, 2010



Debt Securities



 









 





Reconciliation and tie between

Trust Indenture Act of 1939, as amended,

and the Indenture




	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	(S)310(a)(1)

	 	 	608	 
	(a)(2)

	 	 	608	 
	(b)

	 	 	609	 
	(S)312(a)

	 	 	701	 
	(b)

	 	 	702	 
	(c)

	 	 	702	 
	(S)313(a)

	 	 	703	 
	(b)(2)

	 	 	703	 
	(c)

	 	 	703	 
	(d)

	 	 	703	 
	(S)314(a)

	 	 	704	 
	(c)(1)

	 	 	102	 
	(c)(2)

	 	 	102	 
	(e)

	 	 	102	 
	(f)

	 	 	102	 
	(S)316(a) (last sentence)

	 	 	101	 
	(a)(1)(A)

	 	 	502, 512	 
	(a)(1)(B)

	 	 	513	 
	(b)

	 	 	508	 
	(S)317(a)(1)

	 	 	503	 
	(a)(2)

	 	 	504	 
	(b)

	 	 	1003	 
	(S)318(a)

	 	 	108	 





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





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	Section 101

	 	Definitions; Rules of Construction.
	 	 	1	 
	Section 102

	 	Compliance Certificates and Opinions.
	 	 	11	 
	Section 103

	 	Form of Documents Delivered to Trustee.
	 	 	12	 
	Section 104

	 	Acts of Holders.
	 	 	12	 
	Section 105

	 	Notices, etc. to Trustee and Company.
	 	 	14	 
	Section 106

	 	Notice to Holders of Securities; Waiver.
	 	 	14	 
	Section 107

	 	Language of Notices.
	 	 	15	 
	Section 108

	 	Incorporation by Reference of Trust Indenture Act; Trust Indenture Act Controls.
	 	 	15	 
	Section 109

	 	Effect of Headings and Table of Contents.
	 	 	15	 
	Section 110

	 	Successors and Assigns.
	 	 	15	 
	Section 111

	 	Separability Clause.
	 	 	15	 
	Section 112

	 	Benefits of Indenture.
	 	 	16	 
	Section 113

	 	Governing Law; Waiver of Trial by Jury.
	 	 	16	 
	Section 114

	 	Legal Holidays.
	 	 	16	 
	Section 115

	 	Counterparts.
	 	 	16	 
	Section 116

	 	Judgment Currency.
	 	 	16	 
	Section 117

	 	Limitation on Individual Liability.
	 	 	17	 
	ARTICLE TWO SECURITIES FORMS
	 	 	17	 
	Section 201

	 	Forms Generally.
	 	 	17	 
	Section 202

	 	Form of Trustee’s Certificate of Authentication.
	 	 	18	 
	Section 203

	 	Securities in Global Form.
	 	 	18	 
	ARTICLE THREE THE SECURITIES
	 	 	19	 
	Section 301

	 	Amount Unlimited; Issuable in Series.
	 	 	19	 
	Section 302

	 	Currency; Denominations.
	 	 	23	 
	Section 303

	 	Execution, Authentication, Delivery and Dating.
	 	 	23	 
	Section 304

	 	Temporary Securities.
	 	 	24	 
	Section 305

	 	Registration, Transfer and Exchange.
	 	 	25	 
	Section 306

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

	 	Payment of Interest and Certain Additional Amounts; Rights to Interest and
Certain Additional Amounts Preserved.
	 	 	30	 






i









 





TABLE
OF CONTENTS
(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 308

	 	Persons Deemed Owners.
	 	 	31	 
	Section 309

	 	Cancellation.
	 	 	32	 
	Section 310

	 	Computation of Interest.
	 	 	32	 
	Section 311

	 	CUSIP and ISIN Numbers.
	 	 	32	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE OF INDENTURE
	 	 	32	 
	Section 401

	 	Satisfaction and Discharge.
	 	 	32	 
	Section 402

	 	Defeasance and Covenant Defeasance.
	 	 	34	 
	Section 403

	 	Application of Trust Money.
	 	 	37	 
	Section 404

	 	Qualifying Trustee.
	 	 	38	 
	ARTICLE FIVE REMEDIES
	 	 	38	 
	Section 501

	 	Events of Default.
	 	 	38	 
	Section 502

	 	Acceleration of Maturity; Rescission and Annulment.
	 	 	39	 
	Section 503

	 	Collection of Indebtedness and Suits for Enforcement by Trustee.
	 	 	40	 
	Section 504

	 	Trustee May File Proofs of Claim.
	 	 	41	 
	Section 505

	 	Trustee May Enforce Claims without Possession of Securities .
	 	 	42	 
	Section 506

	 	Application of Money Collected.
	 	 	42	 
	Section 507

	 	Limitations on Suits.
	 	 	43	 
	Section 508

	 	Unconditional Right of Holders to Receive Principal and any Premium, Interest
and Additional Amounts.
	 	 	43	 
	Section 509

	 	Restoration of Rights and Remedies.
	 	 	44	 
	Section 510

	 	Rights and Remedies Cumulative.
	 	 	44	 
	Section 511

	 	Delay or Omission Not Waiver.
	 	 	44	 
	Section 512

	 	Control by Holders of Securities.
	 	 	44	 
	Section 513

	 	Waiver of Past or Existing Defaults.
	 	 	45	 
	Section 514

	 	Waiver of Stay or Extension Laws.
	 	 	45	 
	Section 515

	 	Undertaking for Costs.
	 	 	45	 
	ARTICLE SIX THE TRUSTEE
	 	 	46	 
	Section 601

	 	Certain Duties and Responsibilities.
	 	 	46	 
	Section 602

	 	Certain Rights of Trustee.
	 	 	46	 
	Section 603

	 	Notice of Defaults.
	 	 	49	 
	Section 604

	 	Not Responsible for Recitals or Issuance of Securities.
	 	 	49	 






ii









 




TABLE
OF CONTENTS
(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 605

	 	May Hold Securities.
	 	 	49	 
	Section 606

	 	Money Held in Trust.
	 	 	49	 
	Section 607

	 	Compensation and Reimbursement.
	 	 	49	 
	Section 608

	 	Corporate Trustee Required; Eligibility; Conflicting Interests.
	 	 	51	 
	Section 609

	 	Resignation and Removal; Appointment of Successor.
	 	 	51	 
	Section 610

	 	Acceptance of Appointment by Successor.
	 	 	53	 
	Section 611

	 	Merger, Conversion, Consolidation or Succession to Business.
	 	 	54	 
	Section 612

	 	Appointment of Authenticating Agent.
	 	 	54	 
	ARTICLE SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	56	 
	Section 701

	 	Company to Furnish Trustee Names and Addresses of Holders.
	 	 	56	 
	Section 702

	 	Preservation of Information; Communications to Holders.
	 	 	57	 
	Section 703

	 	Reports by Trustee.
	 	 	57	 
	Section 704

	 	Reports by Company.
	 	 	57	 
	ARTICLE EIGHT CONSOLIDATION, MERGER AND SALES
	 	 	58	 
	Section 801

	 	Company May Consolidate, etc., Only on Certain Terms.
	 	 	58	 
	Section 802

	 	Successor Person Substituted for Company.
	 	 	59	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES
	 	 	59	 
	Section 901

	 	Supplemental Indentures Without Consent of Holders.
	 	 	59	 
	Section 902

	 	Supplemental Indentures With Consent of Holders.
	 	 	61	 
	Section 903

	 	Execution of Supplemental Indentures.
	 	 	62	 
	Section 904

	 	Revocation of Consents.
	 	 	63	 
	Section 905

	 	Effect of Supplemental Indentures.
	 	 	63	 
	Section 906

	 	Reference in Securities to Supplemental Indentures.
	 	 	63	 
	Section 907

	 	Conformity with Trust Indenture Act.
	 	 	63	 
	Section 908

	 	Notice of Supplemental Indenture.
	 	 	64	 
	ARTICLE TEN COVENANTS
	 	 	64	 
	Section 1001

	 	Payment of Principal, any Premium, Interest and Additional Amounts.
	 	 	64	 
	Section 1002

	 	Maintenance of Office or Agency.
	 	 	64	 
	Section 1003

	 	Money for Securities Payments to Be Held in Trust.
	 	 	65	 






iii









 





TABLE
OF CONTENTS
(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 1004

	 	Additional Amounts.
	 	 	66	 
	Section 1005

	 	Waiver of Certain Covenants.
	 	 	67	 
	Section 1006

	 	Company Statement as to Compliance.
	 	 	67	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES
	 	 	68	 
	Section 1101

	 	Applicability of Article.
	 	 	68	 
	Section 1102

	 	Election to Redeem; Notice to Trustee.
	 	 	68	 
	Section 1103

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

	 	Notice of Redemption.
	 	 	69	 
	Section 1105

	 	Deposit of Redemption Price.
	 	 	70	 
	Section 1106

	 	Securities Payable on Redemption Date.
	 	 	70	 
	Section 1107

	 	Securities Redeemed in Part.
	 	 	71	 
	Section 1108

	 	Repurchases on the Open Market.
	 	 	71	 
	ARTICLE TWELVE SINKING FUNDS
	 	 	71	 
	Section 1201

	 	Applicability of Article.
	 	 	71	 
	Section 1202

	 	Satisfaction of Sinking Fund Payments with Securities.
	 	 	71	 
	Section 1203

	 	Redemption of Securities for Sinking Fund.
	 	 	72	 
	ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS
	 	 	73	 
	Section 1301

	 	Applicability of Article.
	 	 	73	 
	ARTICLE FOURTEEN SECURITIES IN FOREIGN CURRENCIES
	 	 	73	 
	Section 1401

	 	Applicability of Article.
	 	 	73	 
	ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES
	 	 	73	 
	Section 1501

	 	Purposes for Which Meetings May Be Called.
	 	 	73	 
	Section 1502

	 	Call, Notice and Place of Meetings.
	 	 	74	 
	Section 1503

	 	Persons Entitled to Vote at Meetings.
	 	 	74	 
	Section 1504

	 	Quorum; Action.
	 	 	74	 
	Section 1505

	 	Determination of Voting Rights; Conduct and Adjournment of Meetings.
	 	 	75	 
	Section 1506

	 	Counting Votes and Recording Action of Meetings.
	 	 	76	 







iv











 





     INDENTURE (the “Indenture”), dated as of November 9, 2010, between WILLIAMS
PARTNERS L.P., a limited partnership existing under the laws of the State of Delaware (the
“Company”), located at One Williams Center, Tulsa, Oklahoma 74172, and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., a national banking association, duly organized and validly existing
under the laws of the United States of America, as trustee (the “Trustee”).



RECITALS




     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 or other evidences of indebtedness
(hereinafter called the “Securities”), unlimited as to principal amount, to bear such rates
of interest, to mature at such time or times, to be issued in one or more series and to have such
other provisions as shall be fixed as hereinafter provided.



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



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


Section 101 Definitions; Rules of Construction.




     Except as otherwise expressly provided in or pursuant to this Indenture or unless the context
otherwise requires, for all purposes of this Indenture:



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



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



     (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 terms “generally accepted accounting principles” or “GAAP” with respect to any
computation required or permitted hereunder shall mean such accounting principles as are generally
accepted as of the date hereof;



 









 





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



     (5) the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B
or both,” not “either A or B but not both”);



     (6) provisions apply to successive events and transactions;



     (7) any reference to gender includes the masculine, feminine and the neuter, as the case may
be;



     (8) references to agreements and other instruments include subsequent amendments thereto and
restatements thereof;



     (9) “including” means “including without limitation”;



     (10) all exhibits are incorporated by reference herein and expressly made a part of this
Indenture;



     (11) all references to articles, sections and exhibits (and subparts thereof) are to this
Indenture; and



     (12) any transaction or event shall be considered “permitted by” or made “in accordance with”
or “in compliance with” this Indenture or any particular provision thereof if such transaction or
event is not expressly prohibited by this Indenture or such provision, as the case may be.



     Certain terms used principally in certain Articles hereof are defined in those Articles.



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



     “Additional Amounts” means any additional amounts which are required by this Indenture
or by any Security, under circumstances specified herein or therein, to be paid by the Company in
respect of certain taxes, assessments or other governmental charges imposed on Holders specified
therein and which are owing to such Holders.



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



     “Applicable Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Security, the rules and procedures of the Depositary that apply
to such transfer or exchange at the relevant time.



2









 





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



     “Authorized Newspaper” means a newspaper, in an official language of the place of
publication or in the English language, customarily published on each day that is a Business Day in
the place of publication, whether or not published on days that are Legal Holidays in the place of
publication, and of general circulation in each place in connection with which the term is used or
in the financial community of each 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 day that is
a Business Day in the place of publication. If it shall be impractical in the opinion of the
Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any
publication or other notice in lieu thereof which is made or given with the approval of the Trustee
shall constitute a sufficient publication of such notice.



     “Board of Directors” means:



     (1) with respect to any corporation, the board of directors of the corporation or any
authorized committee thereof;



     (2) with respect to a limited liability company, the managing member or managing members or
board of directors, as applicable, of such limited liability company or any authorized committee
thereof;



     (3) with respect to a partnership, the board of directors of the general partner of the
partnership or any authorized committee thereof; and



     (4) with respect to any other Person, the board or committee of such Person serving a similar
function.



     “Board Resolution” means a copy of one or more resolutions (which may be standing
resolutions), certified by the Secretary or an Assistant Secretary of the Company’s general partner
to have been duly adopted by the Board of Directors of the Company and to be in full force and
effect on the date of such certification, and delivered to the Trustee.



     “Business Day” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, each day that is not a Saturday, Sunday or other day on which banking
institutions in New York, New York or another Place of Payment are authorized or required by law,
regulation or executive order to close.



     “Capital Stock” means:



     (1) in the case of a corporation, corporate stock;



     (2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;



3









 





     (3) in the case of a partnership or limited liability company, partnership or membership
interests (whether general or limited); and



     (4) any other interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing Person.



     “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act or any successor agency.



     “Common Stock” means the common units representing limited partnership interests in
the Company.



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



     “Company Request” and “Company Order” mean, respectively, a written request or
order, as the case may be, signed in the name of the Company by an Officer of the Company, and
delivered to the Trustee.



     “Corporate Trust Office” means the designated office of the Trustee at which the
corporate trust business of the Trustee shall at any particular time be administered, which office
at the date of original execution of this Indenture is located at 601 Travis Street, 16th Floor,
Houston, Texas 77002, Attention: Corporate Finance.



     “Corporation” includes corporations and limited liability companies and, except for
purposes of Article Eight, associations, companies (other than limited liability companies) and
business trusts.



     “Currency” means, with respect to any payment, deposit or other transfer in respect of
the principal of or any premium or interest on or any Additional Amounts with respect to any
Security, Dollars or the Foreign Currency, as the case may be, in which such payment, deposit or
other transfer is required to be made by or pursuant to the terms hereof or such Security and, with
respect to any other payment, deposit or transfer pursuant to or contemplated by the terms hereof
or such Security, means Dollars.



     “CUSIP number” means the alphanumeric designation assigned to a Security by Standard &
Poor’s Corporation, CUSIP Service Bureau.



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



     “Definitive Security” means a certificated Security registered in the name of the
Holder thereof (other than a Depositary or its nominee) issued under this Indenture pursuant to
Section 301 and Section 305.



     “Dollars” or “$” means a dollar or other equivalent unit of legal tender for
payment of public or private debts in the United States of America.



4









 





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



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
thereto, in each case as amended from time to time.



     “Foreign Currency” means any currency, currency unit or composite currency, including,
without limitation, the euro, issued by the government of one or more countries other than the
United States of America or by any recognized confederation or association of such governments.



     “GAAP” means generally accepted accounting principles in the United States, which are
in effect from time to time.



     “General Partner” means Williams Partners GP LLC, a limited liability company existing
under the laws of the State of Delaware and the general partner of
the Company (including any permitted successors and assigns under
the Limited Partnership Agreement).



     “Global Security” means a Security issued under this Indenture in global form pursuant
to Section 301, bearing the legend set forth in Section 203 and deposited with, or on behalf of,
and registered in the name of, the Depositary or its nominee.



     “Government Obligations” means securities which are (i) direct obligations of the
United States of America or the other government or governments in the confederation which issued
the Foreign Currency in which the principal of or any premium or interest on any Security or any
Additional Amounts in respect thereof shall be payable, in each case where the payment or payments
thereunder are supported by the full faith and credit of the United States or such government or
governments or (ii) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America or such other government or governments, in each
case where the timely payment or payments thereunder are unconditionally guaranteed as a full faith
and credit obligation by the United States of America or such other government or governments, and
which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer or
issuers thereof, and shall also include a Depositary receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment of interest on or
principal of or other amount with respect to any such Government Obligation held by such custodian
for the account of the holder of a Depositary 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 Depositary receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other amount with respect to
the Government Obligation evidenced by such Depositary receipt.



     “Holder” means, in the case of any Registered Security, the Person in whose name such
Security is registered in the Security Register.



     “Indenture” means this instrument as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and, with respect to any Security of any series, by the terms and provisions of
such Security established pursuant to Section 301 (as such terms and provisions may be amended



5









 




pursuant to the applicable provisions hereof); provided, however, that, if at any time more
than one Person is acting as Trustee under this instrument, “Indenture” shall mean, with respect to
any one or more series of Securities for which such Person is Trustee, this instrument as
originally executed or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of those particular series of Securities for which such Person is Trustee
established pursuant to Section 301, exclusive, however, of any provisions or terms which relate
solely to other series of Securities for which such Person is not Trustee, regardless of when such
terms or provisions were adopted.




     “Independent Registered Public Accounting Firm” means a firm of accountants that, with
respect to the Company and any other obligor under the Securities, is an independent registered
public accounting firm within the meaning of the Securities Act of 1933, as amended, and the rules
and regulations promulgated by the Commission thereunder, who may be the independent registered
public accounting firm regularly retained by the Company or who may be another independent
registered public accounting firm. Such firm shall be entitled to rely upon any Opinion of Counsel
as to the interpretation of any legal matters relating to this Indenture or certificates required
to be provided hereunder.



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



     “Indirect Participant” means an entity that, with respect to any Depositary, clears
through or maintains a direct or indirect, custodial relationship with a Participant.



     “interest” means any interest specified in any Security as being payable with respect
to that Security and, with respect to any Original Issue Discount Security which by its terms bears
interest only after Maturity, means interest payable after Maturity and, when used with respect to
a Security which provides for the payment of Additional Amounts pursuant to Section 1004, includes
such Additional Amounts.



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



     “Joint Venture” means any Person that is not a direct or indirect Subsidiary of the
Company in which the Company or any of its Subsidiaries owns any Capital Stock.



     “Judgment Currency” has the meaning specified in Section 116.



     “Legal Holidays” has the meaning specified in Section 114.



     “Limited Partnership Agreement” means the Amended and Restated Agreement of Limited
Partnership, dated as of August 23, 2005, among the General Partner,
Williams Energy Services, LLC, Williams Energy, L.L.C., Williams
Discovery Pipeline LLC and Williams Partners Holdings LLC, as
amended, supplemented or restated from time to time.



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



6









 




this Indenture, whether at the Stated Maturity or by declaration of acceleration, notice of
redemption or repurchase, notice of option to elect repayment or otherwise, and includes the
Redemption Date.




     “New York Banking Day” has the meaning specified in Section 116.



     “Office” or “Agency,” means, with respect to any Securities, an office or
agency of the Company maintained or designated in a Place of Payment for such Securities pursuant
to Section 1002 or any other office or agency of the Company maintained or designated for such
Securities pursuant to Section 1002 or, to the extent designated or required by Section 1002 in
lieu of such office or agency, the Corporate Trust Office of the Trustee.



     “Officer” means, with respect to any Person, the Chairman of the Board of Directors, a
Vice Chairman, the Chief Executive Officer, the President, any Vice President (without regard to
qualifiers such as “Executive” or “Senior”), the Chief Operating Officer, the Chief Financial
Officer, the Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant
Secretary of such Person (or in the case of a limited partnership, the general partner of such
Person), or other Person authorized by resolution of the Board of Directors of the Company.



     “Officer’s Certificate” means a certificate signed by an Officer of the Company, that,
if applicable, complies with the requirements of Section 314(e) of the Trust Indenture Act and is
delivered to the Trustee.



     “Opinion of Counsel” means a written opinion of counsel, who may be an employee of or
counsel for the Company, its general partner or an affiliate thereof or other counsel that, if
applicable, complies with the requirements of Section 314(e) of the Trust Indenture Act.



     “Original Issue Discount Security” means a Security issued pursuant to this Indenture
which provides, at any time prior to the final Stated Maturity of such Security, for declaration of
an amount less than the principal amount thereof to be due and payable upon acceleration pursuant
to Section 502.



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



     (1) any such Security theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation including Securities tendered and exchanged for other securities of the Company;



     (2) any such Security of any series for which payment at the Maturity thereof money in the
necessary amount has been theretofore deposited pursuant hereto (other than pursuant to Section
402) 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 series of Securities, provided that, if such 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;



7









 





     (3) any such Security of any series with respect to which the Company has effected defeasance
or covenant defeasance pursuant to the terms hereof, except to the extent provided in Section 402;



     (4) any such Security which has been paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this Indenture,
unless there shall have been presented to the Trustee proof satisfactory to it that such Security
is held by a “protected purchaser” (as such term is defined in the New York Uniform Commercial
Code) in whose hands such Security is a valid obligation of the Company; and



     (5) any such Security converted or exchanged as contemplated by this Indenture into Common
Stock or other securities, cash or other property, if the terms of such Security provide for such
conversion or exchange pursuant to Section 301;


provided, however, that in determining whether the Holders of the requisite principal amount of
Outstanding Securities of any series have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or are present at a meeting of Holders of Securities of such
series for quorum purposes, (i) the principal amount of an Original Issue Discount Security that
may be counted in making such determination and that shall be deemed to be Outstanding for such
purposes shall be equal to the amount of the principal thereof that pursuant to the terms of such
Original Issue Discount Security would be declared (or shall have been declared to be) due and
payable upon a declaration of acceleration thereof pursuant to Section 502 at the time of such
determination, and (ii) the principal amount of any Indexed Security that may be counted in making
such determination and that shall be deemed Outstanding for such purpose shall be equal to the
principal face amount of such Indexed Security at original issuance, unless otherwise provided in
or pursuant to this Indenture, and (iii) the principal amount of a Security denominated in a
Foreign Currency shall be the Dollar equivalent, determined on the date of original issuance of
such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the
Dollar equivalent on the date of original issuance of such Security of the amount determined as
provided in (i) above) of such Security, and (iv) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or such other obligor, shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in making any such determination or relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer
actually knows to be so owned shall be so disregarded. Securities so owned which shall have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction
of a Responsible Officer (A) the pledgee’s right so to act with respect to such Securities and (B)
that the pledgee is not the Company or any other obligor upon the Securities or an Affiliate of the
Company or such other obligor.




     “Participant” means, with respect to the Depositary, a Person who has an account with
the Depositary.



     “Paying Agent” means any Person authorized by the Company to pay the principal of, or
any premium or interest on, or any Additional Amounts with respect to, any Security on behalf of
the Company.



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



     “Place of Payment” means, with respect to any Security, the place or places where the
principal of, or any premium or interest on, or any Additional Amounts with respect to such
Security are payable as provided in or pursuant to this Indenture or such Security.



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



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



     “Redemption Price” means, with respect to any Security or portion thereof to be
redeemed, the price at which it is to be redeemed including, if applicable, accrued and unpaid
interest and Additional Amounts as determined by or pursuant to this Indenture or such Security.



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



     “Regular Record Date” for the interest payable on any Registered Security on any
Interest Payment Date therefor means the date, if any, specified in or pursuant to this Indenture
or such Security as the “Regular Record Date.”



     “Required Currency” has the meaning specified in Section 116.



     “Responsible Officer” means any officer of the Trustee in its Corporate Trust Office
with direct responsibility for the administration of this Indenture, and also, with respect to a
particular corporate trust matter, any other officer of the Trustee to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject.



     “Security” or “Securities” means any note or notes, bond or bonds, debenture
or debentures, or any other evidences of indebtedness, as the case may be, authenticated and
delivered under this Indenture; provided, however, that, if at any time there is more than one
Person acting as Trustee under this Indenture, “Securities,” with respect to any such Person, shall
mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities
of any series as to which such Person is not Trustee.



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



     “series” means a series of Securities established under this Indenture.



9









 





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



     “Stated Maturity” means, with respect to any Security or any installment of principal
thereof or interest thereon or any Additional Amounts with respect thereto, the date established by
or pursuant to this Indenture or such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is, or such Additional Amounts are, due and
payable.



     “Subsidiary” means, with respect to any specified Person:



     (1) any corporation, association or other business entity (other than a partnership or limited
liability company) of which more than 50% of the total voting power of Voting Stock is at the time
owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and



     (2) any partnership (whether general or limited) or limited liability company (a) the sole
general partner or member of which is such Person or a Subsidiary of such Person, or (b) if there
is more than a single general partner or member, either (x) the only managing general partners or
managing members of which are such Person or one or more Subsidiaries of such Person (or any
combination thereof) or (y) such Person owns or controls, directly or indirectly, a majority of the
outstanding general partner interests, member interests or other Voting Stock of such partnership
or limited liability company, respectively.



     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular provision thereof
shall mean such Act or provision, as the case may be, as amended or replaced from time to time or
as supplemented from time to time by rules or regulations adopted by the Commission under or in
furtherance of the purposes of such Act or provision, as the case may be.



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



     “United States” means, except as otherwise provided in or pursuant to this Indenture
or any Security, the United States of America (including the states thereof and the District of
Columbia), its territories and possessions and other areas subject to its jurisdiction.



     “United States Alien” means, except as otherwise provided in or pursuant to this
Indenture or any Security, 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



10









 




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. Depositary” or “Depositary” means, with respect to any Security issuable
or issued in the form of one or more Global Securities, the Person designated as U.S. Depositary or
Depositary by the Company in or pursuant to this Indenture, which Person must be, to the extent
required by applicable law or regulation, a clearing agency registered under the Exchange Act and,
if so provided with respect to any Security, any successor to such Person. If at any time there is
more than one such Person, “U.S. Depositary” or “Depositary” shall mean, with respect to any
Securities, the qualifying entity which has been appointed with respect to such Securities.



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



     “Voting Stock” of any Person as of any date means the Capital Stock of such Person
that is at the time entitled (without regard to the occurrence of any contingency) to vote in the
election of the Board of Directors of such Person.


Section 102 Compliance Certificates and Opinions.




     Except as otherwise expressly provided in or pursuant to this Indenture, upon any application
or request by the Company to the Trustee to take any action under any provision of this Indenture,
the Company shall furnish to the Trustee an Officer’s 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 or any of them 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 or
covenant provided for in this Indenture (other than a certificate delivered pursuant to Section
1006) shall include:



     (1) a statement that each individual signing such certificate or opinion has read such
condition or covenant 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 has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not
such condition or covenant has been complied with; and



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



11









 




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 an Opinion of Counsel, unless such Officer knows that the opinion with respect
to the matters upon which his certificate or opinion is based are erroneous. Any such 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 that
the certificate or opinion or representations with respect to such matters are erroneous. Any
certificate, statement or opinion of an Officer of the Company or any Opinion of Counsel may be
based, insofar as it relates to accounting matters, upon a certificate or opinion of or
representations by an accountant or firm of accountants in the employ of the Company, unless such
Officer or counsel, as the case may be, knows that the certificate or opinion or representations
with respect to the accounting matters upon which his certificate, statement or opinion may be
based as aforesaid are erroneous.



     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 or any
Security, they may, but need not, be consolidated and form one instrument.


Section 104 Acts of Holders.




     (1) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by or pursuant to this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments (including instruments in electronic, digital or other
machine-readable form) of substantially similar tenor signed by such Holders (whether in person or
through signatures in electronic, digital or other machine-readable form) or by an agent duly
appointed in writing (including writings in electronic, digital or other machine-readable form) or
may be embodied in and evidenced by the record of Holders voting in favor thereof, either in person
or by proxies duly appointed in writing, at any meeting of Holders duly called and held in
accordance with the provisions of Article Fifteen, or a combination of such instruments or 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 or record or both (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Holders signing such instrument or instruments or so voting at any such
meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture
and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the



12









 




Company and any agent of the Trustee or the Company, if made in the manner provided in this
Section 104. The record of any meeting of Holders of Securities shall be proved in the manner
provided in Section 1506.




     Without limiting the generality of this Section 104, unless otherwise provided in or pursuant
to this Indenture, a Holder, including a U.S. Depositary that is a Holder of a Global Security, may
make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture or the Securities to be made, given or taken by Holders, and a U.S. Depositary that is a
Holder of a Global Security may provide its proxy or proxies to the beneficial owners of interests
in any such Global Security through such U.S. Depositary’s standing instructions and customary
practices.



     The Trustee may fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in any permanent Global Security held by a U.S. Depositary entitled
under the procedures of such U.S. Depositary to make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or
other Act provided in or pursuant to this Indenture to be made, given or taken by Holders.



     (2) The fact and date of the execution by any Person of any such instrument or writing
referred to in this Section 104 may be proved in any reasonable manner which the Trustee deems
sufficient and in accordance with such reasonable rules as the Trustee may determine; and the
Trustee may in any instance require further proof with respect to any of the matters referred to in
this Section 104.



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



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



13









 





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


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 the Company shall be sufficient for every purpose hereunder
if made, given, furnished or filed in writing (which may be via facsimile) to or with the Trustee
at its Corporate Trust Office, or



     (2) the Company by the Trustee or any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid
or airmail postage prepaid if sent from outside the United States, to the Company addressed to the
attention of its Treasurer (with a copy to the General Counsel) 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 of Securities; Waiver.




     Except as otherwise expressly provided in or pursuant to this Indenture, where this Indenture
provides for notice to Holders of Securities of all or any series of any event, such notice shall
be sufficiently given to Holders of Registered Securities of such series if in writing and mailed,
first-class postage prepaid, to each Holder of a Registered Security affected by such event, at his
address as it appears in the Security Register, not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice. In any case where notice to
Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered Securities given as provided
herein. Any notice which is mailed in the manner herein provided shall be conclusively presumed to
have been duly given or provided. In the case by reason of the suspension of regular mail service
or by reason of any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.



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



14









 




Section 107 Language of Notices.




     Any request, demand, authorization, direction, notice, consent, election or waiver required or
permitted under this Indenture shall be in the English language, except that, if the Company so
elects, any published notice may be in an official language of the country of publication (with a
copy in English to be provided to the Trustee).


Section 108 Incorporation by Reference of Trust Indenture Act; Trust Indenture Act Controls.




     (a) If any provision hereof limits, qualifies or conflicts with the duties that would be
imposed by any of Sections 310 to 317 of the Trust Indenture Act through operation of Section
318(c) thereof on any person, such imposed duties shall control. The following Trust Indenture Act
terms have the following meanings:



          “indenture securities” means the Securities;




          “indenture security holder” means a Holder;




          “indenture to be qualified” means this Indenture;




          “indenture trustee” or “institutional trustee” means the Trustee; and




          “obligor” on the indenture securities means the Company and any other obligor on the indenture
securities.




          All other Trust Indenture Act terms used in this Indenture that are defined by the Trust
Indenture Act, defined in the Trust Indenture Act by reference to another statute or defined by SEC
Rule have the meanings assigned to them by such definitions.




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


Section 109 Effect of Headings and Table of Contents.




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


Section 110 Successors and Assigns.




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


Section 111 Separability Clause.




     In case any provision in this Indenture or any Security 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.



15









 




Section 112 Benefits of Indenture.




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


Section 113 Governing Law; Waiver of Trial by Jury.




     This Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York applicable to agreements made or instruments entered into and, in
each case, performed in said state. Each of the Company and the Trustee hereby irrevocably waives,
to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Indenture, the Securities or the transactions
contemplated hereby.


Section 114 Legal Holidays.




     Unless otherwise specified in or pursuant to this Indenture or any Securities, in any case
where any Interest Payment Date, Stated Maturity or Maturity of any Security, or the last date on
which a Holder has the right to convert or exchange Securities of a series that are convertible or
exchangeable shall not be a Business Day (a “Legal Holiday”) at any Place of Payment, then
(notwithstanding any other provision of this Indenture or any Security other than a provision in
any Security that specifically states that such provision shall apply in lieu hereof) payment need
not be made at such Place of Payment on such date, and such Securities need not be converted or
exchanged on such date but such payment may be made, and such Securities may be converted or
exchanged, on the next succeeding day that is a Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or at the Stated Maturity or Maturity or
on such last day for conversion or exchange, and no interest shall accrue on the amount payable on
such date or at such time for the period from and after such Interest Payment Date, Stated
Maturity, Maturity or last day for conversion or exchange, as the case may be, to the next
succeeding Business Day. If this Indenture provides for a time period that ends or requires
performance of any non-payment obligation by a day that is not a Business Day, then such time
period shall instead be deemed to end on, and such obligation shall instead be performed by, the
next succeeding Business Day.


Section 115 Counterparts.




     This Indenture may be executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.


Section 116 Judgment Currency.




     The Company agrees, to the fullest extent that it may effectively do so under applicable law,
that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of, or premium or interest, if any, or Additional Amounts on the
Securities of any series (the “Required Currency”) into a currency in which a judgment will



16









 




be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at
which in accordance with normal banking procedures the Trustee could purchase in The City of New
York the requisite amount of the Required Currency with the Judgment Currency on the New York
Banking Day preceding the day on which a final unappealable judgment is given and (b) its
obligations under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not
entered in accordance with clause (a)), in any currency other than the Required Currency, except to
the extent that such tender or recovery shall result in the actual receipt, by the payee, of the
full amount of the Required Currency expressed to be payable in respect of such payments, (ii)
shall be enforceable as an alternative or additional cause of action for the purpose of recovering
in the Required Currency the amount, if any, by which such actual receipt shall fall short of the
full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by
judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing,
“New York Banking Day” means any day except a Saturday, Sunday or a Legal Holiday in The
City of New York or a day on which banking institutions in The City of New York are authorized or
obligated by law, regulation or executive order to be closed.



Section 117 Limitation of Liability.




     The owners of the Company’s Capital Stock, the General Partner and its directors, officers,
and members will not be liable for the Company’s obligations under any Securities issued hereunder,
the Indenture or for any claim based on, or in respect of, such obligations. By accepting a
Security, each Holder of that Security will have agreed to this Section 117 and waived and released
any such liability on the part of the owners of the Company’s Capital Stock, the General Partner
and its directors, officers, and members. The waiver and release are part of the consideration for
issuance of such Security.



     Notwithstanding the foregoing, nothing in the preceding paragraph shall be construed to modify
or supersede any obligation of the General Partner to restore any negative balance in its capital
account (maintained by the Company pursuant to the Limited Partnership Agreement) upon liquidation
of its interest in the Company.



ARTICLE TWO




SECURITIES FORMS


Section 201 Forms Generally.




     Each Registered Security and temporary or permanent Global Security or Definitive Security
issued pursuant to this Indenture shall be in the form established by or pursuant to a Board
Resolution and set forth in an Officer’s Certificate, or established in one or more indentures
supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by or pursuant to this Indenture or any indenture
supplemental hereto and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may, consistently herewith, be determined by the Officers
executing such Security as evidenced by their execution of such Security.



17









 





     Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities
shall be issuable in registered form without coupons and shall not be issuable upon the exercise of
warrants.



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


Section 202 Form of Trustee’s Certificate of Authentication.




     Subject to Section 612, the Trustee’s certificate of authentication shall be in substantially
the following form:



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



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

 	 
	 	By  	
 	 
	 	 	Authorized Signatory
 	 
	 	Dated: 	 	 
	 


Section 203 Securities in Global Form.





     Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities
shall be issuable in permanent global form. If Securities of a series shall be issuable in global
form, any such Security may provide that it or any number of such Securities shall represent the
aggregate amount of all Outstanding Securities of such series (or such lesser amount as is
permitted by the terms thereof) from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to time be increased
or reduced to reflect exchanges, redemptions or transfer of beneficial interests from one Global
Security to another Global Security. Any endorsement of any Global Security to reflect the amount,
or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding
Securities represented thereby shall be made in such manner and by such Person or Persons as shall
be specified therein or in the Company Order to be delivered pursuant to Section 303 or Section 304
with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304,
the Trustee shall deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified therein or in the applicable Company
Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is,
delivered, any instructions by the Company with respect to a Global Security shall be in writing
but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied
by an Opinion of Counsel.



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     Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to
this Indenture or any Securities, payment of principal of, any premium and interest on, and any
Additional Amounts in respect of, any Security in temporary or permanent global form shall be made
to the Person or Persons specified therein.



     Notwithstanding the provisions of Section 308 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company or the Trustee shall treat as the
Holder of such principal amount of Outstanding Securities as is represented by a Global Security in
the case of a Global Security in registered form, the Holder of such Global Security in registered
form.



     Each Global Security shall bear a legend in substantially the following form (unless otherwise
specified by the Depositary):



     “THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY
MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY
PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED
AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT
SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.”



ARTICLE THREE




THE SECURITIES


Section 301 Amount Unlimited; Issuable in Series.




     The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more series. With respect to
any Securities to be authenticated and delivered hereunder, there shall be established in or
pursuant to a Board Resolution and set forth in an Officer’s Certificate, or established in one or
more indentures supplemental hereto,



     (1) the title of such Securities and the series, including CUSIP numbers in which such
Securities shall be included;



     (2) any limit upon the aggregate principal amount of the Securities of such series which may
be authenticated and delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of
such series pursuant to Section 304, Section 305, Section 306, Section 906 or Section 1107, upon
repayment in part of any Registered Security of such series pursuant to Article Thirteen or upon
surrender in part of any Registered Security for conversion or exchange into Common Stock or



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other securities, cash or other property pursuant to its terms, or pursuant to the terms of
such Securities and except for any Securities, which, pursuant to Section 303, are deemed never to
have been authenticated and delivered hereunder);




     (3) if any of such Securities are to be issuable in global form, when any of such Securities
are to be issuable in global form and (i) whether such Securities are to be issued in temporary or
permanent global form or both, (ii) whether beneficial owners of interests in any such Global
Security may exchange such interests for Securities of the same series and of like tenor and of any
authorized form and denomination, and the circumstances under which any such exchanges may occur,
if other than in the manner specified in Section 305, and (iii) the name of the Depositary or the
U.S. Depositary, as the case may be, with respect to any Global Security;



     (4) the date as of which any Global Security shall be dated (if other than the date of
original issuance of the first of such Securities to be issued);



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



     (6) the rate or rates at which such Securities shall bear interest, if any, or the method or
methods, if any, by which such rate or rates are to be determined, the date or dates, if any, from
which such interest shall accrue or the method or methods, if any, by which such date or dates are
to be determined, the Interest Payment Dates, if any, on which such interest shall be payable and
the Regular Record Date, if any, for the interest payable on Registered Securities on any Interest
Payment Date, whether and under what circumstances Additional Amounts on such Securities or any of
them shall be payable, the notice, if any, to Holders regarding the determination of interest on a
floating rate Security and the manner of giving such notice, and the basis upon which interest
shall be calculated if other than that of a 360-day year of twelve 30-day months;



     (7) if in addition to or other than the Borough of Manhattan, The City of New York, the place
or places where the principal of, any premium and interest on or any Additional Amounts with
respect to such Securities shall be payable, any of such Securities that are Registered Securities
may be surrendered for registration of transfer or exchange, any of such Securities may be
surrendered for conversion or exchange and notices or demands to or upon the Company in respect of
such Securities and this Indenture may be served, the extent to which, or the manner in which, any
interest payment or Additional Amounts on a Global Security on an Interest Payment Date, will be
paid and the manner in which any principal of or premium, if any, on any Global Security will be
paid;



     (8) whether any of such Securities are to be redeemable at the option of the Company and, if
so, the date or dates on which, the period or periods within which, the price or prices at which
and the other terms and conditions upon which such Securities may be redeemed, in whole or in part,
at the option of the Company;



     (9) whether the Company is obligated to redeem or purchase any of such Securities pursuant to
any sinking fund or analogous provision or at the option of any Holder thereof and, if so, the date
or dates on which, the period or periods within which, the price or prices at which



20









 




and the other terms and conditions upon which such Securities shall be redeemed or purchased,
in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such
Securities so redeemed or purchased;




     (10) the denominations in which any of such Securities that are Registered Securities shall be
issuable if other than denominations of $2,000 and any multiple of $1,000 in excess thereof;



     (11) whether the Securities of the series will be convertible into Common Stock and/or
exchangeable for other securities, cash or other property of the Company or of any other Person,
and if so, the terms and conditions upon which such Securities will be so convertible or
exchangeable, and any deletions from or modifications or additions to this Indenture to permit or
to facilitate the issuance of such convertible or exchangeable Securities or the administration
thereof;



     (12) if other than the principal amount thereof, the portion of the principal amount of any of
such Securities that shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 502 or the method by which such portion is to be determined;



     (13) if other than Dollars, the Foreign Currency in which payment of the principal of, any
premium or interest on or any Additional Amounts with respect to any of such Securities shall be
payable;



     (14) if the principal of, any premium or interest on or any Additional Amounts with respect to
any of such Securities are to be payable, at the election of the Company or a Holder thereof or
otherwise, in Currency other than that in which such Securities are stated to be payable, the date
or dates on which, the period or periods within which, and the other terms and conditions upon
which, such election may be made, and the time and manner of determining the exchange rate between
the Currency in which such Securities are stated to be payable and the Currency in which such
Securities or any of them are to be paid pursuant to such election, and any deletions from or
modifications of or additions to the terms of this Indenture to provide for or to facilitate the
issuance of Securities denominated or payable, at the election of the Company or a Holder thereof
or otherwise, in a Foreign Currency;



     (15) whether the amount of payments of principal of, any premium or interest on or any
Additional Amounts with respect to such Securities may be determined with reference to an index,
formula, financial or economic measure or other method or methods (which index, formula, measure or
method or methods may be based, without limitation, on one or more Currencies, commodities, equity
indices or other indices), and, if so, the terms and conditions upon which and the manner in which
such amounts shall be determined and paid or be payable;



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



     (17) whether either or both of Section 402(2) relating to defeasance or Section 402(3)
relating to covenant defeasance shall not be applicable to the Securities of such series, and any



21









 




covenants relating to the Securities of such series which shall be subject to covenant
defeasance, and, if the Securities of such series are subject to repurchase or repayment at the
option of the Holders thereof, whether the Company’s obligation to repurchase or repay such
Securities will be subject to defeasance or covenant defeasance, and any deletions from, or
modifications or additions to, the provisions of Article Four in respect of the Securities of such
series;




     (18) whether any of such Securities are to be issuable upon the exercise of warrants, and the
time, manner and place for such Securities to be authenticated and delivered;



     (19) if there is more than one Trustee or a Trustee other than The Bank of New York Mellon
Trust Company, N.A., the identity of the Trustee and, if not the Trustee, the identity of each
Security Registrar, Paying Agent or Authenticating Agent with respect to such Securities;



     (20) whether the Securities are senior or subordinated debt securities, and if subordinated
debt securities, the terms of such subordination;



     (21) whether the Securities of the series will be guaranteed by any Persons and, if so, the
identity of such Persons, the terms and conditions upon which such Securities shall be guaranteed
and, if applicable, the terms and conditions upon which such guarantees may be subordinated to
other indebtedness of the respective guarantors and may be released;



     (22) whether the Securities of the series will be secured by any collateral and, if so, the
terms and conditions upon which such Securities shall be secured and, if applicable, upon which
such liens may be subordinated to other liens securing other indebtedness of the Company or any
guarantor and may be released; and



     (23) any other terms of such Securities and any deletions from or modifications or additions
to this Indenture in respect of such Securities.


All Securities of any one series shall be substantially identical except as to denomination and
except as may otherwise be provided by the Company in or pursuant to the Board Resolution and set
forth in the Officer’s Certificate or in any indenture or indentures supplemental hereto pertaining
to such series of Securities. The terms of the Securities of any series may provide, without
limitation, that the Securities of such series shall be authenticated and delivered by the Trustee
on original issue from time to time in accordance with such procedures as are acceptable to the
Trustee (including authentication and delivery by the Trustee on original issue from time to time
upon telephonic or written order of persons designated in the Officer’s Certificate or supplemental
indenture (telephonic instructions to be promptly confirmed in writing by such person) and that
such persons are authorized to determine, consistent with such Officer’s Certificate or any
applicable supplemental indenture, such terms and conditions of the Securities of such series as
are specified in such Officer’s Certificate or supplemental indenture). All Securities of any one
series need not be issued at the same time and, unless otherwise so provided by the Company, a
series may be reopened for issuances of additional Securities of such series or to establish
additional terms of such series of Securities. If any of the terms of the Securities of any series
shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution
shall be delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting
forth the terms of such series.







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Section 302 Currency; Denominations.




     Unless otherwise provided in or pursuant to this Indenture or any Security, the principal of,
any premium and interest on and any Additional Amounts with respect to, the Securities shall be
payable in Dollars. Unless otherwise provided in or pursuant to this Indenture, Registered
Securities denominated in Dollars shall be issuable in registered form without coupons in
denominations of $2,000 or any integral multiple of $1,000 in excess thereof. Securities not
denominated in Dollars shall be issuable in such denominations as are established with respect to
such Securities in or pursuant to this Indenture.


Section 303 Execution, Authentication, Delivery and Dating.




     Securities shall be executed on behalf of the Company by any Officer of the Company. The
signature of any such Officer on the Securities may be manual or facsimile.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities, executed by the Company, to the Trustee for authentication and,
provided that the Board Resolution and Officer’s Certificate or supplemental indenture or
indentures with respect to such Securities referred to in Section 301 and a Company Order for the
authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in
accordance with the Company Order and subject to the provisions hereof and of such Securities shall
authenticate and deliver such Securities. In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities, the Trustee shall
be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall
be fully protected in relying upon an Opinion of Counsel and an Officer’s Certificate that contain
the statements required by Section 102 and shall also be entitled to receive an Opinion of Counsel
stating:



     (1) if the form or forms of such Securities have been established by or pursuant to a Board
Resolution as permitted by Section 201, that such form or forms have been established in conformity
with the provisions of this Indenture;



     (2) if the terms of such Securities have been, or in the case of Securities of a series that
are to be authenticated and delivered by the Trustee on original issue from time to time, will be,
established by or pursuant to a Board Resolution as permitted by Section 301, that such terms have
been, or in the case of Securities of a series that are to be authenticated and delivered by the
Trustee on original issue from time to time, will be, established in conformity with the provisions
of this Indenture, subject, in the case of Securities of a series that are to be authenticated and
delivered by the Trustee on original issue from time to time, to any conditions specified in such
Opinion of Counsel; and



23









 





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


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




     Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officer’s Certificate or Company Order otherwise required pursuant to such preceding
paragraph at or prior to the authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first Security of such
series to be issued. This paragraph shall not be applicable to Securities of a series that are
issued as part of a reopening pursuant to the last paragraph of Section 301.



     Each Registered Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose, unless there appears on such Security a certificate of authentication
substantially in the form provided for in Section 202 or Section 612 executed by or on behalf of
the Trustee or by the Authenticating Agent by the manual signature of one of its authorized
signatories. Such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder.



     Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.


Section 304 Temporary Securities.




     Pending the preparation of Definitive Securities, the Company may execute and deliver to the
Trustee and, upon Company Order, the Trustee shall authenticate and deliver, in the manner provided
in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of
the Definitive Securities in lieu of which they are issued, in registered form and with such
appropriate insertions, omissions, substitutions and other variations as the Officers of the
Company executing such Securities may determine, as conclusively evidenced by their execution of
such Securities. Such temporary Securities may be in the form of Global Securities.



24









 





     Except in the case of temporary Global Securities, which shall be exchanged in accordance with
the provisions thereof, if temporary Securities are issued, the Company shall cause Definitive
Securities to be prepared without unreasonable delay. After the preparation of Definitive
Securities of the same series and containing terms and provisions that are identical to those of
any temporary Securities, such temporary Securities shall be exchangeable for such Definitive
Securities upon surrender of such temporary Securities at an Office or Agency for such Securities,
without charge to any Holder thereof. Upon surrender for cancellation of any one or more temporary
Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive Securities of authorized denominations of the same
series and containing identical terms and provisions. Unless otherwise provided in or pursuant to
this Indenture with respect to a temporary Global Security, until so exchanged the temporary
Securities of any series shall in all respects be entitled to the same benefits under this
Indenture as Definitive Securities of such series.


Section 305 Registration, Transfer and Exchange.




     With respect to the Registered Securities of each series, if any, the Company shall cause to
be kept a register (each such register being herein sometimes referred to as the “Security
Register”) at an Office or Agency for such series in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such series.



     Such Office or Agency shall be the “Security Registrar” or “Registrar” for
that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the
Securities, the Trustee shall be the initial Security Registrar for each series of Securities. The
Company shall have the right to remove and replace from time to time the Security Registrar for any
series of Securities; provided that no such removal or replacement shall be effective until a
successor Security Registrar with respect to such series of Securities shall have been appointed by
the Company and shall have accepted such appointment by the Company. In the event that the Trustee
shall not be or shall cease to be Security Registrar with respect to a series of Securities, it
shall have the right to examine the Security Register for such series at all reasonable times.
There shall be only one Security Register for each series of Securities.



     A Global Security may not be transferred as a whole except by the Depositary to a nominee of
the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary. Notwithstanding the foregoing, except as may be provided pursuant to Section
301, any Global Security or any beneficial interest therein shall be exchangeable for Definitive
Securities only if (i) the Depositary is at any time unwilling, unable or ineligible to continue as
Depositary and a successor Depositary is not appointed by the Company within 90 days of the date
the Company is so informed in writing, (ii) the Depositary ceases to be a clearing agency
registered under the Exchange Act, (iii) the Company (subject to the Applicable Procedures)
executes and delivers to the Trustee a Company Order to the effect that such Global Security shall
be so exchangeable or (iv) an Event of Default has occurred and is continuing with respect to such
Securities. If the holder of a Global Security or the beneficial owners of interests in a Global
Security are entitled to exchange such interests for Definitive



25









 




Securities as the result of an event specified in clause (i), (ii), (iii) or (iv) of the
preceding sentence, the Company shall promptly make available to the Trustee Definitive Securities
in such form and denominations as are required by or pursuant to this Indenture, and of the same
series, containing identical terms and in aggregate principal amount equal to the principal amount
of such Global Security, executed by the Company. Such Global Security shall be surrendered from
time to time by the U.S. Depositary or such other Depositary as shall be specified in the Company
Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S.
Depositary or such other Depositary, as the case may be (which instructions shall be in writing but
need not be contained in or accompanied by an Officer’s Certificate or be accompanied by an Opinion
of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or in part, for Definitive Securities
as described above without charge. The Trustee shall authenticate and make available for delivery,
in exchange for each portion of such surrendered Global Security, a like aggregate principal amount
of Definitive Securities of the same series of authorized denominations and of like tenor as the
portion of such Global Security to be exchanged; provided, however, that no such exchanges may
occur during a period beginning at the opening of business 15 days before any selection of
Securities of the same series to be redeemed and ending on the relevant Redemption Date. Promptly
following any such exchange in part, such Global Security shall be returned by the Trustee to such
Depositary or the U.S. Depositary, as the case may be, or such other Depositary or U.S. Depositary
referred to above in accordance with the instructions of the Company referred to above. If a
Registered portion of a Global Security is exchanged for Definitive Registered Securities after the
close of business at the Office or Agency for such Security where such exchange occurs on or after
(i) any Regular Record Date for such Security and before the opening of business at such Office or
Agency on the next Interest Payment Date, or (ii) any Special Record Date for such Security and
before the opening of business at such Office or Agency on the related proposed date for payment of
interest or Defaulted Interest, as the case may be, interest shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of such Definitive
Registered Security, but shall be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of such portion of such
Global Security shall be payable in accordance with the provisions of this Indenture.




     The transfer and exchange of beneficial interests in the Global Securities shall be effected
through the Depositary, in accordance with the provisions of this Indenture and the Applicable
Procedures. Transfers and exchanges of beneficial interests in the Global Securities also shall
require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more
of the other following paragraphs, as applicable:



     (1) Beneficial interests in any Global Security may be transferred to Persons who take
delivery thereof in the form of a beneficial interest in the same Global Security. No written
orders or instructions shall be required to be delivered to the Registrar to effect the transfers
described in this subparagraph (1).



     (2) In connection with the transfer or exchange of beneficial interests in any Global Security
to Persons who take delivery thereof in the form of a beneficial interest in a different Global
Security, the transferor of such beneficial interest must deliver to the Registrar (i) an



26









 




order from a Participant or an Indirect Participant given to the Depositary in accordance with
the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial
interest in another Global Security in an amount equal to the beneficial interest to be transferred
or exchanged and (ii) instructions given in accordance with the Applicable Procedures containing
information regarding the Participant account to be credited with such increase. Upon satisfaction
of all of the requirements for transfer or exchange of beneficial interests in Global Securities
contained in this Indenture and such Securities or otherwise applicable under the Securities Act,
the Trustee shall adjust the principal amount of the relevant Global Security(s) pursuant to this
paragraph.




     If any Holder of a beneficial interest in a Global Security proposes to exchange such
beneficial interest for a Definitive Security or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Definitive Security in the event of the occurrence of
any of the conditions set forth in the third paragraph of this Section 305, then, upon delivery to
the Registrar of (i) an order from a Participant or an Indirect Participant given to the Depositary
in accordance with the Applicable Procedures directing the Depositary to cause to be issued a
Definitive Security in an amount equal to the beneficial interest to be transferred or exchanged
and (ii) instructions given by the Depositary to the Registrar containing information regarding the
Person in whose name such Definitive Security shall be registered to effect the transfer or
exchange referred to in clause (i), the Trustee shall cause the aggregate principal amount of the
applicable Global Security to be reduced accordingly as described below, and the Company shall
execute and, upon receipt of a Company Order pursuant to Section 303, the Trustee shall
authenticate and deliver to the Person designated in the instructions a Definitive Security in the
appropriate principal amount. Any Definitive Security issued in exchange for a beneficial interest
pursuant to this paragraph shall be registered in such name or names and in such authorized
denomination or denominations as the Holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or Indirect Participant.
The Trustee shall deliver such Definitive Securities to the Persons in whose names such Securities
are so registered.



     A Holder of a Definitive Security may exchange such Security for a beneficial interest in a
Global Security or transfer such Definitive Securities to a Person who takes delivery thereof in
the form of a beneficial interest in a Global Security at any time. Upon receipt of a request for
such an exchange or transfer, the Trustee shall cancel the applicable Definitive Security and
increase or cause to be increased the aggregate principal amount of the applicable Global Security.



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



     Upon request by a Holder of Definitive Securities and such Holder’s compliance with the
provisions of this paragraph, the Registrar shall register the transfer or exchange of Definitive



27









 




Securities. Prior to such registration of transfer or exchange, the requesting Holder shall
present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a
written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder
or by its attorney, duly authorized in writing. A Holder of Definitive Securities may transfer
such Securities to a Person who takes delivery thereof in the form of a Definitive Security. Upon
receipt of a request to register such a transfer, the Registrar shall register the Definitive
Securities pursuant to the instructions from the Holder thereof.




     At such time as all beneficial interests in a particular Global Security have been exchanged
for Definitive Securities or a particular Global Security has been redeemed, repurchased or
cancelled in whole and not in part, each such Global Security shall be returned to or retained and
cancelled by the Trustee in accordance with Section 309. At any time prior to such cancellation,
if any beneficial interest in a Global Security is exchanged for or transferred to a Person who
will take delivery thereof in the form of a beneficial interest in another Global Security or for
Definitive Securities, the principal amount of Securities represented by such Global Security shall
be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or
by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Security, the principal amount of Securities
represented by such other Global Security shall be increased accordingly and an endorsement shall
be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee
to reflect such increase.



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



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



     No service charge shall be made for any registration of transfer or exchange, or redemption of
Securities, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge and any other expenses (including fees and expenses of the Trustee) that may be
imposed in connection with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Sections 304, 306, 906 and 1107 not involving any transfer.



     Except as otherwise provided in or pursuant to this Indenture, the Company shall not be
required (i) to issue, register the transfer of or exchange any Securities during a period
beginning at the opening of business 15 days before the day of selection of Securities of like
tenor and the same series under Section 1103 for redemption and ending at the close of business on
the day of such selection, (ii) to register the transfer of or exchange any Registered Security so
selected for



28









 




redemption in whole or in part, except in the case of any Security to be redeemed in part, the
portion thereof not to be redeemed, or (iii) to issue, register the transfer of or exchange any
Security which, in accordance with its terms, has been surrendered for repayment or purchase at the
option of the Holder, except the portion, if any, of such Security not to be so repaid.




     The Registrar shall retain copies of all certificates, notices and other written
communications received pursuant to this Section 305. The Company shall have the right to inspect
and make copies of all such certificates, notices or other written communications at any reasonable
time upon the giving of reasonable written notice to the Registrar.



     All certifications and certificates required to be submitted to the Registrar pursuant to this
Section 305 to effect a registration of transfer or exchange may be submitted by facsimile, with an
original of such document to be sent promptly thereafter.


Section 306 Mutilated, Destroyed, Lost and Stolen Securities.




     If any mutilated Security is surrendered to the Trustee, subject to the provisions of this
Section 306, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series containing identical terms and of like principal amount
and bearing a number not contemporaneously outstanding.



     If there be delivered to the Company and to the Trustee (i) evidence to their satisfaction of
the destruction, loss or theft of any Security and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or to a Responsible Officer that such Security has been acquired
by a “protected purchaser” (as such term is defined in the New York Uniform Commercial Code), the
Company shall execute and, upon the Company’s request the Trustee shall authenticate and deliver,
in exchange for or in lieu of any such destroyed, lost or stolen Security, a new Security of the
same series containing identical terms and of like principal amount and bearing a number not
contemporaneously outstanding.



     Notwithstanding the foregoing provisions of this Section 306, in case any mutilated,
destroyed, lost or stolen Security has become or is about to become due and payable, the Company in
its discretion may, instead of issuing a new Security, pay such Security.



     Upon the issuance of any new Security under this Section 306, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.



     Every new Security issued pursuant to this Section 306 in lieu of any destroyed, lost or
stolen Security shall constitute a separate obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with any and all other
Securities of such series duly issued hereunder.



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     The provisions of this Section 306, as amended or supplemented pursuant to this Indenture with
respect to particular Securities or generally, shall be exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.


Section 307 Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain
Additional Amounts Preserved.




     Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional
Amounts with respect to, any Registered Security which shall be payable, and are punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such
Security (or one or more Predecessor Securities) is registered as of the close of business on the
Regular Record Date for such interest.



     Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional
Amounts with respect to, any Registered Security which shall be payable, but shall not be
punctually paid or duly provided for, on any Interest Payment Date for such Registered Security
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder
thereof on the relevant Regular Record Date by virtue of having been such Holder; and such
Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause
(1) or (2) below:



     (1) The Company may elect to make payment of any Defaulted Interest to the Person in whose
name such Registered Security (or a Predecessor Security thereof) shall be 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 such Registered Security and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed
payment, such money when so deposited to be held in trust for the benefit of the Person entitled to
such Defaulted Interest as in this clause provided. Thereupon, the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to the Holder of such Registered Security (or a
Predecessor Security thereof) at his address as it appears in the Security Register not less than
10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at
the expense of the Company, cause a similar notice to be published at least once in an Authorized
Newspaper of general circulation in the Borough of Manhattan, The City of New York, but such
publication shall not be a condition precedent to the establishment of such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in whose name
such Registered Security (or a



30









 




Predecessor Security thereof) shall be registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause (2).




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



     Unless otherwise provided in or pursuant to this Indenture or the Securities of any particular
series pursuant to the provisions of this Indenture, at the option of the Company, interest on
Registered Securities that bear interest may be paid by wire transfer in immediately available
funds if the Holder of the Registered Security has provided to the Company and the Trustee wire
instructions at least five Business Days prior to the applicable payment date or by check mailed to
the address of that Holder as it appears on the books of the Securities Registrar if that Holder
has not provided wire instructions; provided that any payment of principal (or premium, if any) in
respect of any Security will be made only upon presentation and surrender of such Security at the
applicable Office or Agency.



     Subject to the foregoing provisions of this Section 307 and Section 305, each Security
delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.



     In the case of any Registered Security of any series that is convertible, which Registered
Security is converted after any Regular Record Date and on or prior to the immediately succeeding
Interest Payment Date (other than any Registered Security with respect to which the Maturity is
prior to such Interest Payment Date), interest on such Interest Payment Date shall be payable on
such Interest Payment Date notwithstanding such conversion, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name that Registered
Security (or one or more predecessor Registered Securities) is registered at the close of business
on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding
sentence, in the case of any Registered Security which is converted, interest with respect to which
the Stated Maturity is after the date of conversion of such Registered Security shall not be
payable.


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 the Trustee may treat the Person in whose name such
Registered Security is registered in the Security Register as the owner of such Registered Security
for the purpose of receiving payment of principal of, any premium and (subject to Section 305 and
Section 307) interest on and any Additional Amounts with respect to, such Registered Security and
for all other purposes whatsoever, whether or not any payment with respect to such Registered
Security shall be overdue, and none of the Company, the Trustee or any agent of the Company or the
Trustee shall be affected by notice to the contrary.



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     No holder of any beneficial interest in any Global Security held on its behalf by a Depositary
shall have any rights under this Indenture with respect to such Global Security, and such
Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever. 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 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.




     All Securities surrendered for payment, redemption, registration of transfer, exchange or
conversion or for credit against any sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee, and any such Securities, as well as Securities
surrendered directly to the Trustee for any such purpose, shall be cancelled promptly by the
Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be cancelled promptly by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section 309, except as expressly permitted by or pursuant to this Indenture. All
cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its
customary procedures.


Section 310 Computation of Interest.




     Except as otherwise provided in or pursuant to this Indenture, or in any Security, interest on
the Securities shall be computed on the basis of a 360-day year of twelve 30-day months.


Section 311 CUSIP and ISIN Numbers.




     The Company in issuing the Securities may use “CUSIP” and “ISIN” numbers (if then generally in
use), and, if so, the Trustee shall use CUSIP and ISIN numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no representation is made as
to the correctness of such numbers either as printed on the Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other identification numbers
printed on the Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP
and ISIN numbers.



ARTICLE FOUR




SATISFACTION AND DISCHARGE OF INDENTURE


Section 401 Satisfaction and Discharge.




     Upon the direction of the Company by a Company Order, this Indenture shall cease to be of
further effect with respect to any series of Securities specified in such Company Order and the



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Trustee, on receipt of a Company Order, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to such series, when




     (1) either




     (a) all Securities of such series theretofore authenticated and delivered have been
delivered to the Trustee for cancellation (other than (i) Securities of such series which
have been destroyed, lost or stolen and which have been replaced or paid as provided in
Section 306 and (ii) Securities of such series the payment of money for which has
theretofore been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in Section
1003); or




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






and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for such purpose, (x) money in an amount
or (y) Government Obligations that through the payment of interest and principal in respect
thereof in accordance with their terms will provide, not later than one day before the due
date of any payment, in the opinion of a nationally recognized Independent Registered Public
Accounting Firm expressed in a written certification thereof delivered to the Trustee, money
in the amount, or (z) a combination of (x) and (y) in an amount in the Currency in which
such series of Securities are payable sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for cancellation,
including the principal of, any premium and interest on, and any Additional Amounts with
respect to such Securities then determinable, to the date of such deposit (in the case of
Securities which have become due and payable) or to the Maturity thereof, as the case may
be;



     (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company
with respect to the Outstanding Securities of such series; and



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



33









 





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



     Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 607, the obligations of the
Trustee under Section 403, if money, Government Obligations or a combination thereof shall have
been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 401, the
obligations of the Company and the Trustee with respect to the Securities of such series under
Section 304, Section 305, Section 306, Section 1002 and Section 1003, and the obligations of the
Company with respect to the payment of Additional Amounts, if any, with respect to such Securities
as contemplated by Section 1004 (but only to the extent that the Additional Amounts payable with
respect to such Securities exceed the amount deposited in respect of such Additional Amounts
pursuant to Section 401(1)(b)), and with respect to any rights to convert or exchange such
Securities into Common Stock or other securities, cash or other property shall survive such
satisfaction and discharge.


Section 402 Defeasance and Covenant Defeasance.




     (1) Unless pursuant to Section 301, either or both of (i) defeasance of the Securities of a
series under clause (2) of this Section 402 shall not be applicable with respect to the Securities
of such series or (ii) covenant defeasance of the Securities of a series under clause (3) of this
Section 402 shall not be applicable with respect to the Securities of such series, then such
provisions, together with the other provisions of this Section 402 (with such modifications thereto
as may be specified pursuant to Section 301 with respect to any Securities), shall be applicable to
such Securities, and the Company may at its option by Board Resolution, at any time, with respect
to such Securities, elect to have Section 402(2) or Section 402(3) be applied to such Outstanding
Securities upon compliance with the conditions set forth below in this Section 402.



     (2) Upon the Company’s exercise of the above option applicable to this Section 402(2) with
respect to any Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities on the date the
conditions set forth in clause (4) of this Section 402 are satisfied (hereinafter,
“defeasance”). For this purpose, such defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by such Outstanding Securities, which
shall thereafter be deemed to be “Outstanding” only for the purposes of the Sections of this
Indenture referred to in clauses (i) and (ii) below, and to have satisfied all of its other
obligations under such Securities and this Indenture insofar as such Securities are concerned (and
the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Outstanding Securities to receive, solely from the
trust fund described in clause (4) of this Section 402 and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any) and interest, if any, on, and
Additional Amounts, if any, with respect to, such Securities when such payments are due, and any
rights of such Holder to



34









 




convert or exchange such Securities into Common Stock or other securities, cash or other
property, (ii) the obligations of the Company and the Trustee with respect to such Securities under
Section 304, Section 305, Section 306, Section 1002 and Section 1003 and the obligations of the
Company with respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 1004 (but only to the extent that the Additional Amounts payable with
respect to such Securities exceed the amount deposited in respect of such Additional Amounts
pursuant to Section 402(4)(a) below), and with respect to any rights to convert or exchange such
Securities into Common Stock or other securities, cash or other property, (iii) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (iv) this Section 402. The Company may
exercise its option under this Section 402(2) notwithstanding the prior exercise of its option
under clause (3) of this Section 402 with respect to such Securities.




     (3) Upon the Company’s exercise of the above option applicable to this Section 402(3) with
respect to any Securities of or within a series, (i) the Company shall be released from its
obligations to comply with any term, provision or condition under Section 801 with respect to such
Securities (and, to the extent specified pursuant to Section 301, any other restrictive covenant
added for the benefit of such Securities) and (ii) unless otherwise specified pursuant to Section
301, the occurrence of any event specified in Section 501(7) shall not be deemed to be an Event of
Default, in each case on and after the date the conditions set forth in clause (4) of this Section
402 are satisfied (hereinafter, “covenant defeasance”), and such Securities shall
thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in connection with any such
covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to such Outstanding Securities, the
Company may omit to comply with, and shall have no liability in respect of, any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any covenant or by reason of reference in any such covenant to any
other provision herein or in any other document and such omission to comply shall not constitute a
default or an Event of Default under Section 501(4), Section 501(7) or otherwise, as the case may
be, insofar as it relates to Section 801 and, to the extent specified pursuant to Section 301, any
other restrictive covenant added for the benefit of such Security, but, except as specified above,
the remainder of this Indenture and such Securities shall be unaffected thereby; provided that the
obligations of the Company with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 1004 shall remain unsatisfied only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount deposited in respect
of such Additional Amounts pursuant to Section 402(4)(a) below; provided, further, that
notwithstanding a covenant defeasance with respect to Section 801, any Person to whom a sale,
assignment, transfer, lease, conveyance or other disposition is made pursuant to Section 801, shall
as a condition to such sale, assignment, transfer, lease, conveyance or other disposition, assume
by an indenture supplemental hereto in form satisfactory to the Trustee, executed by such successor
Person and delivered to the Trustee, the obligations of the Company to the Trustee under Section
607 and the second to the last paragraph of Section 402.



     (4) The following shall be the conditions to the application of clause (2) or (3) of this
Section 402 to any Outstanding Securities of a series:



35









 






     (a) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 608 who shall agree to
comply with the provisions of this Section 402 applicable to it) as trust funds in trust for
the purpose of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities, (1) an amount in Dollars
or in such Foreign Currency in which such Securities are then specified as payable at Stated
Maturity, or (2) Government Obligations applicable to such Securities (determined on the
basis of the Currency in which such Securities are then specified as payable at Stated
Maturity) which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than one day before the due date of
any payment of principal of (and premium, if any) and interest, if any, on such Securities,
money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient,
without consideration of any reinvestment of such principal and interest, in the opinion of
a nationally recognized Independent Registered Public Accounting Firm expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee (or other qualifying trustee) to pay and discharge, (y) the principal
of (and premium, if any) and interest or Additional Amounts then determinable, if any, on
such Outstanding Securities at the Maturity of such principal or installment of principal or
interest, provided that the Company shall specify whether such Outstanding Securities are
being defeased to Stated Maturity or to the Redemption Date and (z) any mandatory sinking
fund payments or analogous payments applicable to such Outstanding Securities on the day on
which such payments are due and payable in accordance with the terms of this Indenture and
of such Securities.




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




     (c) No Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to such Securities shall have occurred and be
continuing on the date of such deposit (other than an Event of Default resulting from
non-compliance with any covenant from which the Company is released upon effectiveness of
such defeasance or covenant defeasance, as applicable).




     (d) In the case of an election under clause (2) of this Section 402, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that




	 	(ii)	 	the Company has received from the Internal Revenue Service a
letter ruling, or there has been published by the Internal Revenue Service a
Revenue Ruling, or
	 
	 	(iii)	 	since the date of execution of this Indenture, there has been
a change in the applicable federal income tax law,






in either case to the effect that, and based thereon such opinion shall confirm that,
subject to customary assumptions and exclusions, the Holders of such Outstanding Securities
will



36









 







not recognize income, gain or loss for federal income tax purposes as a result of such
defeasance and will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such defeasance had not occurred.




     (e) In the case of an election under clause (3) of this Section 402, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that, subject to customary
assumptions and exclusions, the Holders of such Outstanding Securities will not recognize
income, gain or loss for federal income tax purposes as a result of such covenant defeasance
and will be subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant defeasance had not occurred.




     (f) The Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance or covenant
defeasance under clause (2) or (3) of this Section 402 (as the case may be) have been
complied with.




     (g) If the Securities are to be redeemed prior to their Stated Maturity (other than
from mandatory sinking fund payments or analogous payments), notice of such redemption shall
have been duly given pursuant to this Indenture or provision therefor satisfactory to the
Trustee shall have been made.




     (h) Notwithstanding any other provisions of this Section 402(4), such defeasance or
covenant defeasance shall be effected in compliance with any additional or substitute terms,
conditions or limitations which may be imposed on the Company in connection therewith
pursuant to Section 301.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge, imposed
on or assessed against the Government Obligations deposited pursuant to this Section 402 or the
principal or interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of such Outstanding Securities.



     Anything in this Section 402 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in clause (4) of this Section 402
which, in the opinion of a nationally recognized Independent Registered Public Accounting Firm
expressed in a written certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect a defeasance or covenant defeasance,
as applicable, in accordance with this Section 402.


Section 403 Application of Trust Money.




     Subject to the provisions of the last paragraph of Section 1003, all money and Government
Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section 403, the Trustee and any such other trustee are referred to
collectively as the “Trustee”) pursuant to Section 401 or Section 402 in respect of



37









 




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



Section 404 Qualifying Trustee.




     Any trustee appointed pursuant to Section 402 for the purpose of holding trust funds deposited
pursuant to that Section shall be appointed under an agreement in form acceptable to the Trustee
and shall provide to the Trustee a certificate of such trustee, upon which certificate the Trustee
shall be entitled to conclusively rely, that all conditions precedent provided for herein to the
related defeasance or covenant defeasance have been complied with. In no event shall the Trustee
be liable for any acts or omissions of said trustee.



ARTICLE FIVE




REMEDIES


Section 501 Events of Default.




     “Event of Default,” wherever used herein with respect to Securities of any series,
means any one of the following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental
body), unless such event is specifically deleted or modified in or pursuant to the supplemental
indenture, Board Resolution or Officer’s Certificate establishing the terms of such series pursuant
to this Indenture:



     (1) default for 30 days in the payment when due of any interest on or any Additional Amount in
respect of any Security of such series;



     (2) default in the payment of the principal of or any premium on any Security of such series
when the principal or premium becomes due and payable at Maturity;



     (3) default in the deposit of any sinking fund payment when and as due by the terms of any
Security of such series, subject to any cure period specified in any Security of such series;



     (4) failure on the part of the Company duly to observe or perform any other of the covenants
or agreements (other than those described in clause (1), (2) or (3) above) on the part of the
Company with respect to that series contained in such Securities or otherwise established with
respect to that series of Securities pursuant to Section 301 hereof or contained in this Indenture
(other than a covenant or agreement which has been expressly included in this Indenture solely for
the benefit of one or more series of Securities other than such series) and



38









 




such failure shall continue for a period of 60 days after the date on which written notice of
such failure, requiring the same to be remedied and stating that such notice is a “Notice of
Default” shall have been given to the Company by the Trustee, upon direction of Holders of at least
25% in principal amount of the Outstanding Securities of that series; provided, however, that if
such failure is not capable of cure within such 60-day period, such 60-day period shall be
automatically extended by an additional 60 days so long as (i) such failure is subject to cure, and
(ii) the Company is using commercially reasonable efforts to cure such failure; and provided,
further, that a failure to comply with any such other agreement in the indenture that results from
a change in GAAP shall not be deemed to be an Event of Default;




     (5) a decree or order by a court having jurisdiction in the premises shall have been entered
adjudging the Company bankrupt or insolvent, or approving as properly filed a petition seeking
liquidation or reorganization of the Company under any applicable bankruptcy, insolvency,
reorganization or other similar law, and such decree or order shall have continued unvacated and
unstayed for a period of 90 days; an involuntary case shall be commenced under any applicable
bankruptcy, insolvency, reorganization or other similar law in respect of the Company and shall
continue undismissed for a period of 90 days or an order for relief in such case shall have been
entered and such order shall have remained in force unvacated and unstayed for a period of 90 days;
or a decree or order of a court having jurisdiction in the premises shall have been entered for the
appointment on the ground of insolvency or bankruptcy of a receiver, custodian, liquidator, trustee
or assignee in bankruptcy or insolvency of the Company or of its property, or for the winding up or
liquidation of its affairs, and such decree or order shall have remained in force unvacated and
unstayed for a period of 90 days;



     (6) the Company shall institute proceedings to be adjudicated a voluntary bankrupt, shall
consent to the filing of a bankruptcy proceeding against it, shall file a petition or answer or
consent seeking liquidation or reorganization under any applicable bankruptcy, insolvency,
reorganization or other similar law, shall consent to the filing of any such petition or shall
consent to the appointment on the ground of insolvency or bankruptcy of a receiver or custodian or
liquidator or trustee or assignee in bankruptcy or insolvency of it or of its property, or shall
make a general assignment for the benefit of creditors; or



     (7) any other Event of Default provided in or pursuant to the Indenture with respect to
Securities of the series, provided that any such Event of Default that results from a change in
GAAP shall not be deemed to be an Event of Default.


Section 502 Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default specified in clause (5) or (6) of the definition thereof above occurs,
the principal (or in the case of Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all Securities shall automatically
become due and payable without further action or notice, anything contained in this Indenture or
the Securities of each series or established with respect to each series pursuant to Section 301 to
the contrary notwithstanding. If (a) upon the occurrence and continuance of an Event of Default
specified in clause (1) or (2) of the definition thereof, the Company and the Trustee receive
notice in writing that Holders of not less than 25%, or (b) upon the occurrence and continuance



39









 




of any other Event of Default other than an Event of Default specified in clause (1), (2), (5)
and (6) of the definition thereof, the Company and the Trustee receive notice in writing that
Holders of not less than a majority in aggregate principal amount of the Outstanding Notes of that
series have declared the principal (or in the case of Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that series) of all Securities
of that series to be due and payable immediately, then upon any such declaration the same shall
become and shall be immediately due and payable, anything contained in this Indenture or in the
Securities of that series or established with respect to that series to the contrary
notwithstanding.




     At any time after a declaration of acceleration or automatic acceleration with respect to the
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 hereafter in this Article Five provided, the Holders of not
less than a majority in principal amount of the Outstanding Securities of such series, by written
notice to the Company and the Trustee, may rescind and annul the declaration or automatic
acceleration and its consequences if:



     (1) the Company has paid or deposited with the Trustee a sum of money sufficient to pay (A)
all overdue installments of interest on all Securities of such series and any Additional Amounts
payable with respect thereto, (B) the principal of and any premium on any Securities of the series
which have become due otherwise than by the declaration of acceleration or automatic acceleration
and interest thereon and any Additional Amounts with respect thereto at the rate or rates borne by
or provided in such Securities, (C) interest upon overdue interest at the rate or rates prescribed
therefor in such 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 Securities of such series, other than the
non-payment of the principal of, any premium and interest on, and any Additional Amounts with
respect to, Securities of such series which shall have become due solely by the acceleration, shall
have been cured or waived as provided in Section 513.


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 Security, or any
Additional Amounts payable with respect thereto, when such interest or Additional Amounts shall
have become due and payable and such default continues for any cure period specified with respect
to such Security,



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



     (3) default is made in the deposit of any sinking fund payment, when and as due by the terms
of any Security and such default continues for any cure period specified with respect to such
Security;



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the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders
of such Securities, the whole amount of money then due and payable with respect to such Securities,
with interest upon the overdue principal, any premium and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installments of interest and Additional
Amounts at the rate or rates borne by or provided for in such Securities, and, in addition thereto,
such further amount of money 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 and all other amounts due to the Trustee under Section 607.




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



     If an Event of Default with respect to the Securities of any series occurs and is continuing,
the Trustee may, and if (A) an Event of Default specified in clause (1), (2), (5) or (6) of the
definition thereof occurs and is continuing, and Holders of not less than 25%, or (B) an Event of
Default other than an Event of Default specified in clause (1), (2), (5) or (6) of the definition
thereof occurs and is continuing, and Holders of not less than a majority, in aggregate principal
amount of the Outstanding Securities of such series direct, so long as such Holders shall have
provided the Trustee with such indemnity as it shall require and subject to the provisions of
Section 512, the Trustee shall, proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series by such appropriate judicial proceedings to protect and
enforce any such rights, whether for the specific enforcement of any covenant or agreement in this
Indenture or such Securities or in aid of the exercise of any power granted herein or therein, 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 proceeding relative to the
Company or any other obligor upon the Securities or the property of the Company or such other
obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for the payment of any overdue
principal, premium, interest or Additional Amounts) shall be entitled and empowered, by
intervention in such proceeding or otherwise,



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



41









 




the Trustee, its agents or counsel) and of the Holders of Securities allowed in such judicial
proceeding, and




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



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder of Securities to make such
payments to the Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders of Securities, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel and any other amounts due the Trustee under Section 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 of a Security any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a Security in any such
proceeding.


Section 505 Trustee May Enforce Claims without Possession of Securities .




     All rights of action and claims under this Indenture or any of the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the Securities or the
production thereof in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any recovery or
judgment, after provision for the payment of the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of each and
every Holder of a Security 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 Five with respect to Securities of
any series shall be applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, or any premium, interest or
Additional Amounts, upon presentation of such Securities, 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 and any predecessor Trustee under Section
607;



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



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



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Section 507 Limitations on Suits.




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



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



     (2) (a) in the case of an Event of Default specified in clause (1), (2), (5) and (6) of the
definition thereof, Holders of not less than 25%, or (b) in the case of an Event of Default other
than as specified in clause (1), (2), (5) and (6) of the definition thereof, Holders of not less
than a majority, in aggregate principal amount of the Outstanding 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 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 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 or any Security to
affect, disturb or prejudice the rights of any other such Holders or Holders of Securities of any
other series, or to obtain or to seek to obtain priority or preference over any other Holders or to
enforce any right under this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all such Holders.



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




     Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of, any premium
and (subject to Section 305 and Section 307) interest on, and any Additional Amounts with respect
to, such Security, on the respective Stated Maturity or Maturities therefor specified in such
Security (or, in the case of redemption, on the Redemption Date or, in the case of repayment at the
option of such Holder if provided in or pursuant to this Indenture, on the date such repayment is
due) and to institute suit for the enforcement of any such payment, and such right shall not be
impaired without the consent of such Holder.



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Section 509 Restoration of Rights and Remedies.




     If the Trustee or any Holder of a Security has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then and in every such
case the Company, the Trustee and each such Holder 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 each such Holder shall continue as though no
such proceeding had been instituted.


Section 510 Rights and Remedies Cumulative.




     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to each and every Holder of a Security is
intended to be exclusive of any other right or remedy, and every right and remedy, to the extent
permitted by law, shall be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted by
law, 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 Security 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 Five or by law to the Trustee or to any Holder of a Security may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by such Holder, as the
case may be.


Section 512 Control by Holders of Securities.




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



     (1) such direction shall not be in conflict with any rule of law or with this Indenture or
with the Securities of any series and would not involve the Trustee in personal liability,



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



     (3) such direction is not unduly prejudicial to the rights of the other Holders of Securities
of such series not joining in such action.



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Section 513 Waiver of Past or Existing Defaults.




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



     (1) in the payment of the principal of, any premium or interest on, or any Additional Amounts
with respect to, any Security of such series, or



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



     Upon any such waiver, such default or Event of 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 Waiver of Stay or Extension Laws.




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


Section 515 Undertaking for Costs.




     All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such suit of any
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 due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 515 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of Outstanding Securities of any series, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest, if any, on or Additional Amounts, if any, with respect to any Security on or
after the respective Stated Maturities expressed in such Security (or, in the case of redemption,
on or after the Redemption Date, and, in the case of repayment, on or after the date for repayment)
or for the



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enforcement of the right, if any, to convert or exchange any Security into Common Stock or
other securities, cash or other property in accordance with its terms.




ARTICLE SIX




THE TRUSTEE


Section 601 Certain Duties and Responsibilities.




     The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture
Act. Except during the continuance of an Event of Default with respect to the Securities of a
series of which a Responsible Officer has actual knowledge, the Trustee undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture with respect to such
Securities, and no implied covenants or obligations shall be read into this Indenture with respect
to such Securities against the Trustee. In case an Event of Default of which a Responsible Officer
has actual knowledge with respect to the Securities of a series has occurred (which has not been
cured or waived), the Trustee shall exercise the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in their exercise, with respect to such Securities, as a
prudent person would exercise or use under the circumstances in the conduct of such person’s own
affairs. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or powers. 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 601.


Section 602 Certain Rights of Trustee.




     Subject to the provisions of Section 601:



     (1) the Trustee may conclusively rely and shall be fully protected in acting or refraining
from acting upon 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 (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;



     (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or a Company Order (in each case, other than delivery of any Security to the
Trustee for authentication and delivery pursuant to Section 303 which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors of the Company may be
sufficiently evidenced by a Board Resolution;



     (3) 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 shall be herein specifically prescribed) may, in the absence of bad
faith on its part, request and conclusively rely upon an Officer’s Certificate;



46









 





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



     (5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by or pursuant to this Indenture or to institute, conduct or defend any litigation hereunder or
in relation hereto at the request or direction of any of the Holders of Securities of any series
pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or
indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;



     (6) 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, coupon, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may but shall not be obligated to 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, during
business hours and upon reasonable notice, the books, records and premises of the Company,
personally or by agent or attorney at the expense of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;



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



     (8) the Trustee shall not be liable in its individual capacity for any action taken or
suffered to be taken, unless it shall be proved that the Trustee was negligent, acted in bad faith
or engaged in willful misconduct;



     (9) the Authenticating Agent, Paying Agent, and Security Registrar shall have the same
protections as the Trustee set forth hereunder;



     (10) the Trustee shall not be liable in its individual capacity with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture, and,
to the extent not so provided herein, with respect to any act requiring the Trustee to exercise its
own discretion, 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 or any Securities, unless it shall be proved that, in connection with any such action
taken, suffered or omitted or any such act, the Trustee was negligent, acted in bad faith or
engaged in willful misconduct;



     (11) 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;



47









 





     (12) the Trustee shall not be charged with knowledge or required to take notice of any default
or Event of Default with respect to the Securities unless either (A) a Responsible Officer shall
have actual knowledge of such default or Event of Default or (B) written notice of such default or
Event of Default, which references the Securities and this Indenture, shall have been given to a
Responsible Officer by the Company or other obligor on such Securities or by any Holder of such
Securities;



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



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



     (15) the Trustee may request that the Company deliver an Officer’s Certificate setting forth
the names of individuals and/or titles of Officers authorized at such time to take specified
actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person
authorized to sign an Officer’s Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded;



     (16) the permissive rights of the Trustee to take certain actions under or perform any
discretionary act enumerated in this Indenture shall not be construed as a duty unless so specified
herein, and the Trustee shall not be answerable for other than its negligence or willful misconduct
in the performance of such action or act;



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



     (18) in no event shall the Trustee be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits) even if the Trustee has
been advised of the likelihood of such loss or damage and regardless of the form of action; and



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



48









 




Section 603 Notice of Defaults.




     Within 90 days after the occurrence of any default hereunder with respect to the Securities of
any series of which a Responsible Officer has actual knowledge, the Trustee shall give the Holders
of Securities of such series entitled to receive reports pursuant to Section 703, notice of such
default hereunder actually known to a Responsible Officer, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any), or interest, if any, on, or Additional Amounts or any sinking
fund or purchase fund installment with respect to, any Security of such series, the Trustee shall
be protected in withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers in good faith determine
that the withholding of such notice is in the best interest of the Holders of Securities of such
series; and provided, further, that in the case of any default of the character specified in
Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this Section, the term
“default” means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.


Section 604 Not Responsible for Recitals or Issuance of Securities.




     The recitals contained herein and in the Securities, except the Trustee’s certificate of
authentication, shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity, sufficiency or priority of this Indenture or of the Securities.
Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application
by the Company of the Securities or the proceeds thereof. Except with respect to the
authentication of Securities pursuant to Section 303, the Trustee shall not be responsible for the
legality or the validity of this Indenture or any Securities issued or to be issued hereunder.


Section 605 May Hold Securities.




     The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
Person that may be an agent of the Trustee or the Company, in its individual or any other capacity,
may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust
Indenture Act, may otherwise deal with the Company with the same rights it would have if it were
not the Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other Person.


Section 606 Money Held in Trust.




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


Section 607 Compensation and Reimbursement.




     The Company agrees:



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



     (2) except as otherwise expressly provided 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 arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense, disbursement or
advance as may be caused by the Trustee’s own negligence or willful misconduct; and



     (3) to fully indemnify each of the Trustee and any predecessor Trustee and its agents,
officers, directors and employees for, and to hold them harmless against, any loss, liability,
damage, claim or expense (including reasonable legal fees and expenses), including taxes (other
than taxes based on the income of the Trustee), incurred without negligence or willful misconduct
on their part, arising out of or in connection with the acceptance or administration of the trust
or trusts hereunder, including the reasonable costs and expenses of defending themselves against
any claim or liability (whether asserted by the Company, a Holder of Securities, or any other
Person) in connection with the exercise or performance of any of their powers or duties hereunder.



     As security for the performance of the payment obligations of the Company under this Section
606, the Trustee shall have a lien prior to the Securities of any series upon all property and
funds held or collected by the Trustee as such, except funds held in trust for the payment of
principal of, and premium or interest on, or any Additional Amounts with respect to, particular
Securities. Such lien shall survive the resignation or removal of the Trustee and the satisfaction
and discharge of this Indenture. Without prejudice to any other rights available to the Trustee
under applicable law, when the Trustee incurs expenses or renders services after a default or Event
of Default specified in Section 501(5) and 501(6) hereof occurs, the expenses and the compensation
for the services (including the fees and expense of its agents and counsel) are intended to
constitute expense of administration under U.S. Code, Title 11 or any other similar foreign,
federal or state law for the relief of debtors.



     Without prejudice to any other rights available to the Trustee under applicable law, to the
extent permitted by law any compensation or expense incurred by the Trustee after a default
specified in or pursuant to Section 501 is intended to constitute an expense of administration
under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this
Section 607 shall include any predecessor Trustee but the negligence or willful misconduct of any
Trustee shall not affect the rights of any other Trustee under this Section 607.



     Notwithstanding any other provision of this Indenture to the contrary, in no event shall the
Trustee be liable for special, indirect or consequential damages of any kind whatsoever (including
but not limited to lost profits) even if the Trustee had been advised of the likelihood of such
loss or damage and regardless of the form of action.



50









 





     The provisions of this Section 607 shall survive the satisfaction and discharge of this
Indenture or the earlier resignation or removal of the Trustee and shall apply with equal force and
effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Security Registrar.


Section 608 Corporate Trustee Required; Eligibility; Conflicting Interests.




     There shall at all times be a Trustee hereunder that is a Corporation or a national banking
association, organized and doing business under the laws of the United States of America, any state
thereof or the District of Columbia, eligible under Section 310(a)(1) of the Trust Indenture Act to
act as trustee under an indenture qualified under the Trust Indenture Act and that has a combined
capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of
at least $50,000,000 subject to supervision or examination by federal or state authority. If at
any time the Trustee shall cease to be eligible in accordance with the provisions of this Section
608, it shall resign immediately in the manner and with the effect hereinafter specified in this
Article Six.



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


Section 609 Resignation and Removal; Appointment of Successor.




     (1) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article Six shall become effective until the acceptance of appointment by the
successor Trustee pursuant to Section 610.



     (2) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 610 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 such series.



     (3) The Trustee may be removed at any time with respect to the Securities of any series by Act
of the Holders of a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and the Company. If the instrument of acceptance by a successor Trustee
required by Section 610 shall not have been delivered to the Trustee within 30 days after the
giving of such notice of removal, the Trustee being removed may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor Trustee with
respect to such series. The Trustee for one or more series of Securities may be removed by the
Company, so long as no default or Event of Default has occurred and is continuing with respect to
such series.



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     (4) If at any time:




     (a) the Trustee shall fail to comply with the obligations imposed upon it under Section
310(b) of the Trust Indenture Act with respect to Securities of any series after written
request therefor by the Company or any Holder of a Security of such series who has been a
bona fide Holder of a Security of such series for at least six months, or




     (b) the Trustee shall cease to be eligible under Section 608 and shall fail to resign
after written request therefor by the Company or any such Holder, or




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




	 	(i)	 	the Company, by or pursuant to a Company Order, may remove the
Trustee with respect to all Securities or the Securities of such series, or
	 
	 	(ii)	 	subject to Section 515, any Holder of a Security who has been
a bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all
Securities of such series and the appointment of a successor Trustee or
Trustees.





     (5) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by or pursuant to a Company Order, shall promptly appoint a successor Trustee
or Trustees with respect to the Securities of such series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section 610. If, within
one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of Section 610,
become the successor Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Company or the Holders of
Securities and accepted appointment in the manner required by Section 610, any Holder of a Security
who has been a bona fide Holder of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series.



     (6) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with



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respect to the Securities of any series by mailing written notice of such event by first-class
mail, postage prepaid, to the Holders of Registered Securities, if any, of such series as their
names and addresses appear in the Security Register. Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address of its Corporate
Trust Office.




     (7) In no event shall any retiring Trustee be liable for the acts or omissions of any
successor Trustee hereunder.


Section 610 Acceptance of Appointment by Successor.




     (1) Upon the appointment hereunder of any successor Trustee with respect to all Securities,
such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and 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 hereunder of
the retiring Trustee; but, on the request of the Company or such successor Trustee, such retiring
Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section
1003, shall duly assign, transfer and deliver to such successor Trustee all property and money held
by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in
Section 607.



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



53









 




powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on request of the
Company or such successor Trustee, such retiring Trustee, upon payment of its charges with respect
to the Securities of that or those series to which the appointment of such successor Trustee
relates and subject to Section 1003 shall duly assign, transfer and deliver to such successor
Trustee, to the extent contemplated by such supplemental indenture, the property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, subject to its lien, if any, provided for in Section
607.




     (3) Upon request of any Person appointed hereunder as a 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.



     (4) No Person shall accept its appointment hereunder as a successor Trustee unless at the time
of such acceptance such successor Person shall be qualified and eligible under this Article Six.


Section 611 Merger, Conversion, Consolidation or Succession to Business.




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


Section 612 Appointment of Authenticating Agent.




     The Trustee may appoint one or more Authenticating Agents acceptable to the Company with
respect to one or more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of that or those series issued upon original issue, exchange,
registration of transfer, partial redemption or partial repayment or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent.



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     Each Authenticating Agent must be acceptable to the Company and, except as provided in or
pursuant to this Indenture, shall at all times be a Corporation or national banking association
that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified
under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an
Authenticating Agent and has a combined capital and surplus (computed in accordance with Section
310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 612, it shall
resign immediately in the manner and with the effect specified in this Section 612.



     Any Corporation or national banking association into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any Corporation or national banking
association resulting from any merger, conversion or consolidation to which such Authenticating
Agent shall be a party, or any Corporation or national banking association succeeding to all or
substantially all of the corporate agency or corporate trust business of an Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, provided such Corporation or
national banking association shall be otherwise eligible under this Section 612, without the
execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.



     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section 612, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such Authenticating Agent shall
serve, as their names and addresses appear in the Security Register. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under
the provisions of this Section 612.



     The Company agrees to pay each Authenticating Agent from time to time reasonable compensation
for its services under this Section 612 to the extent agreed in writing.



     The provisions of Section 303, Section 601, Section 604 and Section 605 shall be applicable to
each Authenticating Agent.



     If an Authenticating Agent is appointed with respect to one or more series of Securities
pursuant to this Section 612, the Securities of such series may have endorsed thereon, in addition
to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of
authentication in substantially the following form:



55









 





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



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON

 TRUST COMPANY,
N.A.,
As Trustee

 	 
	 	By:  	 	 
	 	 	As  Authenticating Agent 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer
 	 
	 	Dated: 	 	 
	 




     If all of the Securities of any series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon original issuance located
in a Place of Payment where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by Company Request (which writing need not be
accompanied by or contained in an Officer’s Certificate), shall appoint in accordance with this
Section 612 (and subject to such procedures as shall be acceptable to the Trustee) an
Authenticating Agent having an office in a Place of Payment designated by the Company with respect
to such series of Securities.



ARTICLE SEVEN




HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY


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




     In accordance with Section 312(a) of the Trust Indenture Act, the Company shall furnish or
cause to be furnished to the Trustee



     (1) semi-annually with respect to Securities of each series not later than 15 days after each
Regular Record Date in respect of Securities of a series, a list, in each case in such form as the
Trustee may reasonably require, of the names and addresses of Holders of such Securities as of the
applicable date, 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,



56









 




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



Section 702 Preservation of Information; Communications to Holders.




     The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the
Trust Indenture Act.



     Every Holder of Securities, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company, the Trustee, any Paying Agent or any Security Registrar shall be
held accountable by reason of the disclosure of any such information as to the names and addresses
of the Holders of Securities in accordance with Section 312 of the Trust Indenture Act, regardless
of the source from which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under Section 312(b) of
the Trust Indenture Act.


Section 703 Reports by Trustee.




     (1) Within 60 days after May 15 of each year commencing with the first May 15 following the
first issuance of Securities pursuant to Section 301, if required by Section 313(a) of the Trust
Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a
brief report dated as of such May 15 with respect to any of the events specified in said Section
313(a) which may have occurred since the later of the immediately preceding May 15 and the date of
this Indenture.



     (2) The Trustee shall transmit any reports required by Section 313(a) of the Trust Indenture
Act at the times specified therein.



     (3) A copy of each report, if any, described in Section 703(1) and (2) shall, at the time of
such transmission to Holders, be filed by the Trustee with each stock exchange, if any, upon which
the Securities are listed, with the Commission and with the Company. The Company will promptly
notify the Trustee when the Securities are listed on any stock exchange and of any delisting
thereof.


Section 704 Reports by Company.




     The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall:



     (1) file with the Trustee, within 30 days after the Company has filed the same with the
Commission, unless such reports are available on the Commission’s EDGAR filing system (or any
successor thereto), copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission may from time to time
by rules and regulations prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to
file information, documents or reports pursuant to either of Section 13 or Section 15(d) of the
Exchange Act, then it shall file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the



57









 




supplementary and periodic information, documents and reports which may be required pursuant
to Section 13 of the Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and regulations.




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



     (3) transmit within 30 days after the filing thereof with the Trustee, in the manner and to
the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any
information, documents and reports required to be filed by the Company pursuant to paragraphs (1)
and (2) of this Section 704 as may be required by rules and regulations prescribed from time to
time by the Commission.



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



ARTICLE EIGHT




CONSOLIDATION, MERGER AND SALES


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




     The Company shall not directly or indirectly consolidate with or merge with or into, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets and
properties and the assets and properties of its Subsidiaries (taken as a whole) to another Person
in one or more related transactions unless:



     (1) either: (A) the Company is the survivor; or (B) the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale, assignment, transfer,
lease, conveyance or other disposition has been made is a Person formed, organized or existing
under the laws of the United States, any state of the United States or the District of Columbia;



     (2) the Person formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other
disposition has been made shall expressly assume, by an indenture (or indentures, if at such time
there is more than one Trustee) supplemental hereto, in form reasonably satisfactory to the
Trustee, executed by the successor Person and delivered to the Trustee, the due and punctual
payment of the principal of, any premium and interest on and any Additional Amounts with respect
to, all the Securities and the performance of every obligation in this Indenture and the
Outstanding Securities on the part of the Company to be performed or observed and shall provide for
conversion or exchange rights in accordance with the provisions of the Securities of



58









 




any series that are convertible or exchangeable into Common Stock or other securities, cash or
other property;




     (3) either the Company or the successor Person shall have delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger,
sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture
is required in connection with such transaction, such supplemental indenture comply with this
Article Eight and that all conditions precedent herein provided for relating to such transaction
have been complied with; and



     (4) immediately after giving effect to such transaction, no Event of Default or event which,
after notice or lapse of time, or both, would become an Event of Default, shall have occurred and
be continuing.


Section 802 Successor Person Substituted for Company.




     Upon any consolidation by the Company with or merger of the Company into any other Person or
Persons where the Company is not the survivor or any sale, assignment, transfer, lease, conveyance
or other disposition of all or substantially all of the properties and assets of the Company and
the properties and assets of its Subsidiaries (taken as a whole) to any Person or Persons in
accordance with Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such successor Person had
been named as the Company herein; and thereafter, except in the case of a lease, the predecessor
Person shall be released from all obligations and covenants under this Indenture and the
Securities.



ARTICLE NINE




SUPPLEMENTAL INDENTURES


Section 901 Supplemental Indentures Without Consent of Holders.




     Without the consent of any Holders of Securities, the Company (when authorized by or pursuant
to 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 Person to the Company, and the assumption by any
such successor of the covenants of the Company contained herein and in the Securities; or



     (2) to add to the covenants of the Company for the benefit of the Holders of all or any series
of Securities (as shall be specified in such supplemental indenture or indentures) or to surrender
any right or power herein conferred upon the Company; provided, that in respect of any such
additional covenant, such supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of other



59









 




defaults) or may provide for an immediate enforcement upon such a default or may limit the
remedies available to the Trustee upon an Event of Default or may limit the right of the Holders of
a majority in aggregate principal amount of the Securities of such series to waive such an Event of
Default; or




     (3) to establish the form or terms of Securities of any series as permitted by Section 201 and
Section 301; or



     (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to the requirements of Section 610; or



     (5) 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; provided that no action pursuant to
this clause (5) shall adversely affect the interests of the Holders of Securities of any series
then Outstanding in any material respect; or



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



     (7) to add any additional Events of Default with respect to all or any series of Securities
(as shall be specified in such supplemental indenture); or



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



     (9) to make provisions with respect to conversion or exchange rights of Holders of Securities
of any series; or



     (10) to add guarantees in respect of the Securities of one or more series and to provide for
the terms and conditions of release thereof; or



     (11) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the
Securities of one or more series any property or assets and to provide for the terms and conditions
of release thereof; or



     (12) to change or eliminate any of the provisions of this Indenture, provided that any such
change or elimination shall become effective only when there is no Outstanding Security of any
series created prior to the execution of such supplemental indenture which is entitled to the
benefit of such provision; or



60









 





     (13) to provide for Definitive Securities in addition to or in place of Global Securities; or



     (14) to qualify the Indenture under the Trust Indenture Act; or



     (15) with respect to the Securities of a series, to conform the text of the Indenture or the
Securities of such series to any provision of the description thereof in the Company’s offering
memorandum or prospectus relating to the initial offering of such Securities, to the extent that
such provision, in the good faith judgment of the Company, was intended to be a verbatim recitation
of a provision of the Indenture or such Securities, or



     (16) to make any other change that does not adversely affect the rights of Holders of
Outstanding Securities in any material respect.



     The Trustee is hereby required to join with the Company and any guarantors in the execution of
any such supplemental indenture, to make any further appropriate agreements and stipulations which
may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of
any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.


Section 902 Supplemental Indentures With Consent of Holders.




     With the consent of the Holders of not less than a majority (or such greater amount as is
provided for a particular series of Securities) in principal amount of the Outstanding Securities
of each series affected by such supplemental indenture (including consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Securities of such series), by Act of
said Holders delivered to the Company and the Trustee, the Company (when authorized by or pursuant
to a Board Resolution) and the Trustee may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture or of the Securities of such series; provided,
however, that no such supplemental indenture, without the consent of the Holder of each Outstanding
Security affected thereby, shall



     (1) change the Stated Maturity of the principal of, or any premium or installment of interest
on or any Additional Amounts with respect to, any Security, or reduce the principal amount thereof
or the rate (or modify the calculation of such rate in a manner that reduces such rate) of interest
thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption
thereof or otherwise, or change the obligation of the Company to pay Additional Amounts pursuant to
Section 1004, 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 the amount thereof provable in bankruptcy pursuant to Section 504, or change the
redemption provisions or adversely affect the right of repayment at the option of any Holder as
contemplated by Article Thirteen, or change the Place of Payment for any Security or the Currency
in which the principal of, any premium or interest on, or any Additional Amounts with respect to
any Security is payable, or impair the



61









 




right to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of
repayment at the option of the Holder, on or after the date for repayment); or




     (2) reduce the percentage in principal amount of the Outstanding Securities of any series the
consent of the Holders of which are required for any such supplemental indenture, or the consent of
whose Holders is required for any waiver (of compliance with certain provisions of this Indenture
or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the
requirements of Section 1504 for quorum or voting; or



     (3) modify any of the provisions of this Section 902 or Section 513 or Section 1005, except to
increase any percentage set forth in such sections or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; or



     (4) make any change that adversely affects the right to convert or exchange any Security into
or for Common Stock or other securities, cash or other property in accordance with the terms of
such Security.



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



     It shall not be necessary for any Act of Holders of Securities under this Section 902 to
approve the particular form of any proposed supplemental indenture, but it shall be sufficient if
such Act shall approve the substance thereof.



     Upon the request of the Company, accompanied by a copy of a Board Resolution authorizing the
execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of
the consent of Holders of Securities as aforesaid, the Trustee shall join with the Company and any
guarantors in the execution of such supplemental indenture unless such supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental
indenture.


Section 903 Execution of Supplemental Indentures.




     As a condition to executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon,
an Officer’s Certificate and 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.



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Section 904 Revocation of Consents.




     Notwithstanding clause (5) of Section 104, any Holder of a Security or future Holder of the
same Security may revoke a consent as to its Security or portion of a Security. Any revocation of
a consent by the Holder of a Security or any such future Holder shall be effective only if the
Trustee receives the notice of revocation before the date on which the Trustee receives an
Officer’s Certificate from the Company certifying that the requisite number of consents have been
received. If, however, a record date is fixed pursuant to Section 104, then notwithstanding the
second preceding sentence, those Persons who were Holders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to revoke any consent previously
given, whether or not such Persons continue to be Holders after such record date.


Section 905 Effect of Supplemental Indentures.




     A supplemental indenture or waiver becomes effective upon the (a) receipt by the Company or
the Trustee of the requisite number of consents (if required), (b) satisfaction of any conditions
to effectiveness as set forth in this Indenture or any such supplemental indenture or waiver and
(c) with respect to a supplemental indenture, execution of such supplemental indenture by the
Company and the Trustee. After a supplemental indenture or waiver becomes effective, it shall bind
every Holder, unless it makes a change described in any of clauses (1) through (4) of Section 902,
in which case, the supplemental indenture or waiver shall bind a Holder of a Security who is
affected thereby only if it has consented to such supplemental indenture or waiver and every
subsequent Holder of a Security or portion of a Security that evidences the same debt as the
consenting Holder’s Security. Upon the effectiveness 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, except as provided in the preceding
sentence, every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.


Section 906 Reference in Securities to Supplemental Indentures.




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


Section 907 Conformity with Trust Indenture Act.




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



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Section 908 Notice of Supplemental Indenture.




     Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to Section 902, the Company shall transmit to the Holders of Outstanding Securities of any
series affected thereby a notice setting forth the substance of such supplemental indenture;
provided, that any failure to provide, or any defect in any such notice, shall not impair the
validity of any such supplemental indenture.



ARTICLE TEN




COVENANTS


Section 1001 Payment of Principal, any Premium, Interest and Additional Amounts.




     The Company covenants and agrees for the benefit of the Holders of the Securities of each
series that it will duly and punctually pay the principal of, any premium and interest on and any
Additional Amounts with respect to, the Securities of such series in accordance with the terms
thereof and this Indenture.


Section 1002 Maintenance of Office or Agency.




     The Company shall maintain in each Place of Payment for any series of Securities an Office or
Agency where Securities of such series may be presented or surrendered for payment, where
Securities of such series may be surrendered for registration of transfer or exchange, where
Securities of such series that are convertible or exchangeable may be surrendered for conversion or
exchange, and where notices and demands to or upon the Company in respect of the Securities of such
series relating thereto and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such Office or Agency.
If at any time the Company shall fail to maintain any such required Office or Agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders, notices and
demands.



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



     Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as
the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York,
and initially appoints the Corporate Trust Office of The Bank of New York Mellon Trust Company,
N.A., acting through the corporate trust office of its affiliate, The Bank of New York Mellon,
located at 101 Barclay Street, New York, New York 10286, as the Office



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or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose.
The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The
City of New York for the Securities of any series.



Section 1003 Money for Securities Payments to Be Held in Trust.




     If the Company shall at any time act as its own Paying Agent with respect to any series of
Securities, it shall, on or before each due date of the principal of, any premium or interest on or
Additional Amounts with respect to any of the Securities of such series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum in the currency or currencies, currency
unit or units or composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay the principal or any premium, interest or Additional Amounts so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and
shall promptly notify the Trustee of its failure so to act.



     Whenever the Company shall have one or more Paying Agents for any series of Securities, it
shall, on or prior to each due date of the principal of, any premium or interest on or any
Additional Amounts with respect to any Securities of such series, deposit with any Paying Agent a
sum (in the currency or currencies, currency unit or units or composite currency or currencies
described in the preceding paragraph) sufficient to pay the principal or any premium, interest or
Additional Amounts so becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto, and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its failure so to act.



     The Company shall cause each Paying Agent for any series of Securities (other than the
Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section 1003, that such Paying Agent shall:



     (1) hold all sums held by it for the payment of the principal of, any premium or interest on
or any Additional Amounts with respect to Securities of such series in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as
provided in or pursuant to this Indenture;



     (2) give the Trustee notice of any default by the Company (or any other obligor upon the
Securities of such series) in the making of any payment of principal, any premium or interest on or
any Additional Amounts with respect to the Securities of such series; 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 obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same terms as those upon which such sums were



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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 sums.




     Except as otherwise provided herein or pursuant hereto, 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, any
premium or interest on or any Additional Amounts with respect to any Security of any series and
remaining unclaimed for two years after such principal or any such premium or interest or any such
Additional Amounts shall have become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company either cause to be published once, in an Authorized Newspaper in
each Place of Payment for such series, or may cause to be mailed once to Holders of Registered
Securities of such series, 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 nor later than two years after such principal and any premium or interest or Additional
Amounts shall have become due and payable, any unclaimed balance of such money then remaining will
be repaid to the Company.


Section 1004 Additional Amounts.




     If any Securities of a series provide for the payment of Additional Amounts, the Company
agrees to pay to the Holder of any such Security Additional Amounts as provided in or pursuant to
this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context,
the payment of the principal of or any premium or interest on, or in respect of, any Security of
any series, such mention shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of such series established hereby or pursuant hereto to the extent that, in
such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such
terms, and express mention of the payment of Additional Amounts (if applicable) in any provision
hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.



     Except as otherwise provided in or pursuant to this Indenture or the Securities of the
applicable series, if the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to such series of Securities
(or if the Securities of such series shall not bear interest prior to Maturity, the first day on
which a payment of principal is made), and at least 10 days prior to each date of payment of
principal or interest if there has been any change with respect to the matters set forth in the
below-mentioned Officer’s Certificate, the Company shall furnish to the Trustee and the principal
Paying Agent or Paying Agents, if other than the Trustee, an Officer’s Certificate instructing the
Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if
any, or interest on the Securities of such series shall be made to Holders of Securities of such
series who are United States Aliens (as demonstrated by delivery of appropriate tax forms) without
withholding for or on account of any tax, assessment or other governmental charge described in



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the Securities of such series. If any such withholding shall be required, then such Officer’s
Certificate shall specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities, and the Company agrees to pay to the Trustee or such Paying Agent
the Additional Amounts required by the terms of such Securities. 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 Officer’s
Certificate furnished pursuant to this Section 1004.



Section 1005 Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any term, provision or
condition specified pursuant to Section 301 with respect to the Securities of any series if the
Company shall have obtained or filed with the Trustee, prior to the time of such failure or
omission, evidence (as described in Section 104) of the consent of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of such series, by Act of such Holders,
either waiving such compliance in such instance or generally waiving compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall become effective
in accordance with Section 905, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and effect.


Section 1006 Company Statement as to Compliance.




     (1) If any Securities are Outstanding under this Indenture, the Company shall deliver to the
Trustee, within 120 days after the end of each fiscal year, a written statement (which need not be
contained in or accompanied by an Officer’s Certificate) signed by the principal executive officer,
the principal financial officer or the principal accounting officer of the Company’s general
partner, stating that




     (a) in the course of the performance of his or her duties as an Officer of the Company
he or she would normally have knowledge of any default by the Company in the performance of
the covenants contained in this Indenture, and




     (b) to his or her knowledge, the Company has complied with all the conditions and
covenants imposed on it under this Indenture throughout such year, or, if there has been a
noncompliance in the fulfillment of any such condition or covenant, specifying each such
noncompliance known to him or her and the nature and status thereof.



     (2) The Trustee shall have no duty to monitor the Company’s compliance with the covenants
contained in this Indenture other than to receive written notices described in Section 1006(1).



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ARTICLE ELEVEN




REDEMPTION OF SECURITIES


Section 1101 Applicability of Article.




     Redemption of Securities of any series at the option of the Company as permitted or required
by the terms of such Securities shall be made in accordance with the terms of such Securities and
(except as otherwise provided herein or pursuant hereto) this Article Eleven.


Section 1102 Election to Redeem; Notice to Trustee.




     The election of the Company to optionally redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of the Company of the
Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by
the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series to be redeemed. In
the case of any redemption of Securities (a) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant
to an election of the Company which is subject to a condition specified in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s
Certificate evidencing compliance with such restriction or condition.


Section 1103 Selection by Trustee of Securities to be Redeemed.




     If less than all of the Securities of any series with the same issue date, interest rate or
formula, Stated Maturity and other terms are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from
the Outstanding Securities of such series not previously called for redemption on a pro rata basis
or by lot (whichever is consistent with the Trustee’s customary practice); provided, however, that
no such partial redemption shall reduce the portion of the principal amount of a Registered
Security of such series not redeemed to less than the minimum denomination for a Security of such
series established herein or pursuant hereto.



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



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



     Unless otherwise specified in or pursuant to this Indenture or the Securities of any series,
if any Security selected for partial redemption is converted into or exchanged for Common Stock or
other securities, cash or other property in part before termination of the conversion or



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exchange right with respect to the portion of the Security so selected, the converted portion
of such Security shall be deemed (so far as may be) to be the portion selected for redemption.
Securities which have been converted or exchanged during a selection of Securities to be redeemed
shall be treated by the Trustee as Outstanding for the purpose of such selection.



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, unless a shorter period is specified in the
Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice by
mailing in the manner herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect
the validity of the proceedings for the redemption of any other Securities or portion thereof.



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



     All notices of redemption shall state:



     (1) the Redemption Date,



     (2) the Redemption Price or if not then ascertainable, the manner of calculation thereof,



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



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



     (5) that, on the Redemption Date, the Redemption Price shall become due and payable upon each
such Security or portion thereof to be redeemed, and, if applicable, that interest thereon shall
cease to accrue on and after said date, subject to such conditions as may be specified pursuant to
Section 301 with respect to such Security,



     (6) the place or places where such Securities are to be surrendered for payment of the
Redemption Price and any accrued interest and Additional Amounts pertaining thereto,



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



     (8) in the case of Securities of any series that are convertible or exchangeable into Common
Stock or other securities, cash or other property, the conversion or exchange price or rate, the
date or dates on which the right to convert or exchange the principal of the Securities of



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such series to be redeemed will commence or terminate and the place or places where such
Securities may be surrendered for conversion or exchange, and




     (9) the CUSIP number (or any other numbers used by a Depositary to identify such Securities).



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



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


Section 1105 Deposit of Redemption Price.




     At or prior to 10:00 a.m., New York City time, on any Redemption Date, the Company shall
deposit, with respect to the Securities of any series called for redemption pursuant to Section
1104, 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 in the
applicable Currency sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date, unless otherwise specified pursuant to Section 301 or in the
Securities of such series) any accrued interest on and Additional Amounts with respect to such
accrued interest, all such Securities or portions thereof which are to be redeemed on that date.


Section 1106 Securities Payable on Redemption Date.




     Notice of redemption having been given as aforesaid and all conditions specified pursuant to
Section 301 having been satisfied, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the Redemption Price,
together with any accrued interest and Additional Amounts to the Redemption Date; provided,
however, that, except as otherwise specified in or pursuant to this Indenture or the Registered
Securities of such series, installments of interest on Registered Securities whose Stated Maturity
is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the Regular Record
Dates therefor according to their terms and the provisions of Section 307.



     Unless otherwise specified in or pursuant to this Indenture or the Securities of any series,
if any Security called for redemption shall not be so paid upon surrender thereof for redemption,
the principal and any premium, until paid, shall bear interest from the Redemption Date at the rate
prescribed therefor in the Security.



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Section 1107 Securities Redeemed in Part.




     Any Registered Security which is to be redeemed only in part shall be surrendered at any
Office or Agency for such Security (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the
Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Registered Security or Securities of the same series, containing
identical terms and provisions, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion of the principal
amount of the Security so surrendered. If a Global Security is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to or on behalf of the U.S. Depositary or
other Depositary for such Global Security as shall be specified in the Company Order with respect
thereto to the Trustee, without service charge, a new Global Security in a denomination equal to
and in exchange for the unredeemed portion of the principal of the Global Security so surrendered.


Section 1108 Repurchases on the Open Market.




     The Company or any Affiliate of the Company may at any time or from time to time repurchase
any of the Securities in the open market or otherwise. Such Securities may, at the option of the
Company or the relevant Affiliate of the Company, be held, resold or surrendered to the Trustee for
cancellation.



ARTICLE TWELVE




SINKING FUNDS


Section 1201 Applicability of Article.




     The provisions of this Article Twelve shall be applicable to any sinking fund for the
retirement of Securities of a series, except as otherwise permitted or required in or pursuant to
this Indenture or any Security of such series issued pursuant to this Indenture.



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


Section 1202 Satisfaction of Sinking Fund Payments with Securities.




     The Company may, in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of any series to be made pursuant to the terms of such Securities (1)



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



Section 1203 Redemption of Securities for Sinking Fund.




     Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company shall deliver to the Trustee an Officer’s Certificate specifying the amount of the next
ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting of Securities of that series pursuant to
Section 1202, and the basis for such credit and the optional amount, if any, to be added in cash to
the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any
Securities to be so credited and not theretofore delivered. If such Officer’s Certificate shall
specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified. Not less than 60
days before each such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 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
Securities shall be made upon the terms and in the manner stated in Section 1106 and Section 1107.



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ARTICLE THIRTEEN




REPAYMENT AT THE OPTION OF HOLDERS


Section 1301 Applicability of Article.




     Securities of any series which are repayable at the option of the Holders thereof before their
Stated Maturity shall be repaid in accordance with the terms of the Securities of such series. The
repayment of any principal amount of Securities pursuant to such option of the Holder to require
repayment of Securities before their Stated Maturity, for purposes of Section 309, shall not
operate as a payment, redemption or satisfaction of the indebtedness represented by such Securities
unless and until the Company, at its option, shall deliver or surrender the same to the Trustee
with a directive that such Securities be cancelled. Notwithstanding anything to the contrary
contained in this Section 1301, in connection with any repayment of Securities, the Company may
arrange for the purchase of any Securities by an agreement with one or more investment bankers or
other purchasers to purchase such Securities by paying to the Holders of such Securities on or
before the close of business on the repayment date an amount not less than the repayment price
payable by the Company on repayment of such Securities, and the obligation of the Company to pay
the repayment price of such Securities shall be satisfied and discharged to the extent such payment
is so paid by such purchasers.



ARTICLE FOURTEEN




SECURITIES IN FOREIGN CURRENCIES


Section 1401 Applicability of Article.




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



ARTICLE FIFTEEN




MEETINGS OF HOLDERS OF SECURITIES


Section 1501 Purposes for Which Meetings May Be Called.




     A meeting of Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article Fifteen to make, give or take any request, demand, authorization,



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direction, notice, consent, waiver or other Act provided by this Indenture to be made, given
or taken by Holders of Securities of such series.



Section 1502 Call, Notice and Place of Meetings.




     (1) The Trustee may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1501, to be held at such time and at such place in the Borough of
Manhattan, The City of New York as the Trustee may select and as shall be acceptable to the
Company. Notice of every meeting of Holders of Securities of any series, setting forth the time
and the place of such meeting and in general terms the action proposed to be taken at such meeting,
shall be given, in the manner provided in Section 106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.



     (2) In case at any time the Company (by or pursuant to a Board Resolution) or the Holders of
at least 10% in principal amount of the Outstanding Securities of any series shall have requested
the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified
in Section 1501, by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of such meeting within 21 days
after receipt of such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the Borough of Manhattan,
The City of New York for such meeting and may call such meeting for such purposes by giving notice
thereof as provided in clause (1) of this Section 1504.


Section 1503 Persons Entitled to Vote at Meetings.




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


Section 1504 Quorum; Action.




     The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a
series shall constitute a quorum for a meeting of Holders of Securities of such series; provided,
however, that if any action is to be taken at such meeting with respect to a consent or waiver
which this Indenture expressly provides may be given by the Holders of a different percentage in
principal amount of the Outstanding Securities of a series, the Persons entitled to vote such
percentage in principal amount of the Outstanding Securities of such series shall constitute a
quorum. In the absence of a quorum within 30 minutes after the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be
dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence
of a quorum at any such adjourned meeting, such adjourned meeting may be



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further adjourned for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1502(1), except that such notice need be
given only once not less than five days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding Securities of such series
which shall constitute a quorum.




     Except as limited by the proviso to Section 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 a majority in principal amount of the Outstanding Securities
of that series; provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any consent or waiver which this Indenture or any supplemental indenture
expressly provides may be given by the Holders of at least 66-2/3% in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly
convened and at which a quorum is present as aforesaid only by the affirmative vote of the Holders
of 66-2/3% in principal amount of the Outstanding Securities of that series; and provided, further,
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 or any
supplemental indenture expressly provides may be made, given or taken by the Holders of a different
specified percentage, which is less than a majority, in principal amount of the Outstanding
Securities of a series, may be adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of such series.



     Any resolution passed or decision taken at any meeting of Holders of Securities of any series
duly held in accordance with this Section 1504 shall be binding on all the Holders of Securities of
such series, whether or not such Holders were present or represented at the meeting.


Section 1505 Determination of Voting Rights; Conduct and Adjournment of Meetings.




     (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of Securities of such
series in regard to proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall be proved in the
manner specified in Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104. 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.



     (2) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of Securities



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as provided in Section 1502(2), in which case the Company or the Holders of Securities of the
series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the
Persons entitled to vote a majority in principal amount of the Outstanding Securities of such
series represented at the meeting.




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



     (4) Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at
which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series represented at the meeting; and
the meeting may be held as so adjourned without further notice.


Section 1506 Counting Votes and Recording Action of Meetings.




     The vote upon any resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the permanent secretary of
the meeting their verified written reports in triplicate of all votes cast at the meeting. A
record, at least in triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the permanent secretary of the meeting and there shall be attached to
said record the original reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice
of the meeting and showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one such copy shall be delivered to the
Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive
evidence of the matters therein stated.



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



	 	 	 	 	 
	 	WILLIAMS PARTNERS L.P..

 	 
	 	By:  	Williams Partners GP LLC, its general partner
 	 
	 	 	 
	 	By:  	/s/
Rodney J. Sailor	 
	 	 	Name:  	Rodney J. Sailor	 
	 	 	Title:  	Treasurer	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., as Trustee

 	 
	 	By:  	/s/
Rafael Martinez	 
	 	 	Name:  	Rafael Martinez	 
	 	 	Title:  	Senior Associate	 
	 



Base Indenture