EX-4.3






Exhibit 4.3




EXECUTION VERSION




ITT CORPORATION




and




UNION BANK, N.A., as Trustee




Indenture




Dated as of May 1, 2009




Providing for Issuance of Debt Securities




 









 





TABLE
OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1

Definitions and Other Provisions of General Application
	 	 	 	 
	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Officers’ Certificates and Opinions
	 	 	9	 
	Section 1.03. Form of Documents Delivered to Trustee
	 	 	10	 
	Section 1.04. Acts of Securityholders
	 	 	10	 
	Section 1.05. Notices, etc., to Trustee and Company
	 	 	12	 
	Section 1.06. Notice to Securityholders; Waiver
	 	 	12	 
	Section 1.07. Conflict with Trust Indenture Act
	 	 	13	 
	Section 1.08. Effect of Headings and Table of Contents
	 	 	13	 
	Section 1.09. Successors and Assigns
	 	 	13	 
	Section 1.10. Separability Clause
	 	 	13	 
	Section 1.11. Benefits of Indenture
	 	 	13	 
	Section 1.12. Governing Law
	 	 	13	 
	Section 1.13. Counterparts
	 	 	13	 
	Section 1.14. Judgment Currency
	 	 	13	 
	Section 1.15. Legal Holidays
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 2

Security Forms
	 	 	 	 
	 
	 	 	 	 
	Section 2.01. Forms Generally
	 	 	14	 
	Section 2.02. Forms of Securities
	 	 	15	 
	Section 2.03. Securities in Global Form
	 	 	15	 
	Section 2.04. Form of Trustee’s Certificate of Authentication
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 3

 The Securities
	 	 	 	 
	 
	 	 	 	 
	Section 3.01. General Title; General Limitations; Issuable in Series;
Terms of Particular Series
	 	 	16	 
	Section 3.02. Denominations and Currency
	 	 	20	 
	Section 3.03. Execution, Authentication and Delivery, and Dating
	 	 	20	 
	Section 3.04. Temporary Securities
	 	 	22	 
	Section 3.05. Registration, Transfer and Exchange
	 	 	23	 
	Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	26	 
	Section 3.07. Payment of Interest; Interest Rights Preserved
	 	 	26	 
	Section 3.08. Persons Deemed Owners
	 	 	28	 
	Section 3.09. Cancellation
	 	 	28	 
	Section 3.10. Computation of Interest
	 	 	28	 
	Section 3.11. CUSIP Numbers
	 	 	28	 






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	 	 	Page	 
	ARTICLE 4

 Satisfaction and Discharge
	 	 	 	 
	 
	 	 	 	 
	Section 4.01. Satisfaction and Discharge of Indenture
	 	 	29	 
	Section 4.02. Discharge and Defeasance
	 	 	30	 
	Section 4.03. Covenant Defeasance
	 	 	31	 
	Section 4.04. Conditions to Defeasance or Covenant Defeasance
	 	 	32	 
	Section 4.05. Application of Trust Money; Excess Funds
	 	 	33	 
	Section 4.06. Paying Agent to Repay Moneys Held
	 	 	34	 
	Section 4.07. Return of Unclaimed Amounts
	 	 	34	 
	Section 4.08. Reinstatement
	 	 	35	 
	 
	 	 	 	 
	ARTICLE 5

 Remedies
	 	 	 	 
	 
	 	 	 	 
	Section 5.01. Events of Default
	 	 	35	 
	Section 5.02. Acceleration of Maturity; Rescission, and Annulment
	 	 	36	 
	Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	38	 
	Section 5.04. Trustee May File Proofs of Claim
	 	 	39	 
	Section 5.05. Trustee May Enforce Claims Without Possession of Securities
	 	 	39	 
	Section 5.06. Application of Money Collected
	 	 	40	 
	Section 5.07. Limitation on Suits
	 	 	40	 
	Section 5.08. Unconditional Right of Securityholders to Receive Principal, Premium, and Interest
	 	 	41	 
	Section 5.09. Restoration of Rights and Remedies
	 	 	41	 
	Section 5.10. Rights and Remedies Cumulative
	 	 	41	 
	Section 5.11. Delay or Omission Not Waiver
	 	 	41	 
	Section 5.12. Control by Securityholders
	 	 	41	 
	Section 5.13. Waiver of Past Defaults
	 	 	42	 
	Section 5.14. Undertaking for Costs
	 	 	42	 
	Section 5.15. Waiver of Stay or Extension Laws
	 	 	43	 
	 
	 	 	 	 
	ARTICLE 6

 The Trustee
	 	 	 	 
	 
	 	 	 	 
	Section 6.01. Certain Duties and Responsibilities of Trustee
	 	 	43	 
	Section 6.02. Notice of Defaults
	 	 	44	 
	Section 6.03. Certain Rights of Trustee
	 	 	44	 
	Section 6.04. Not Responsible for Recitals or Issuance of Securities
	 	 	46	 
	Section 6.05. May Hold Securities
	 	 	46	 
	Section 6.06. Money Held in Trust
	 	 	46	 
	Section 6.07. Compensation and Reimbursement
	 	 	46	 
	Section 6.08. Disqualification; Conflicting Interests
	 	 	47	 
	Section 6.09. Corporate Trustee Required; Eligibility
	 	 	47	 
	Section 6.10. Resignation and Removal; Appointment of Successor
	 	 	48	 






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	 	 	Page	 
	Section 6.11. Acceptance of Appointment by Successor
	 	 	49	 
	Section 6.12. Merger, Conversion, Consolidation or Succession to Business
	 	 	50	 
	Section 6.13. Preferential Collection of Claims Against Company
	 	 	51	 
	Section 6.14. Appointment of Authenticating Agent
	 	 	51	 
	 
	 	 	 	 
	ARTICLE 7

 Securityholders’ Lists and Reports by Trustee and Company
	 	 	 	 
	 
	 	 	 	 
	Section 7.01. Company to Furnish Trustee Names and Addresses of Securityholders
	 	 	52	 
	Section 7.02. Preservation of Information; Communications to Securityholders
	 	 	53	 
	Section 7.03. Reports by Trustee
	 	 	54	 
	Section 7.04. Reports by Company
	 	 	54	 
	 
	 	 	 	 
	ARTICLE 8

 Consolidation, Merger, Conveyance or Transfer
	 	 	 	 
	 
	 	 	 	 
	Section 8.01. Company May Consolidate, etc., Only on Certain Terms
	 	 	55	 
	Section 8.02. Successor Corporation Substituted
	 	 	56	 
	 
	 	 	 	 
	ARTICLE 9

 Supplemental Indentures
	 	 	 	 
	 
	 	 	 	 
	Section 9.01. Supplemental Indentures Without Consent of Securityholders
	 	 	56	 
	Section 9.02. Supplemental Indentures With Consent of Securityholders
	 	 	58	 
	Section 9.03. Execution of Supplemental Indentures
	 	 	59	 
	Section 9.04. Effect of Supplemental Indentures
	 	 	59	 
	Section 9.05. Conformity With the Trust Indenture Act
	 	 	60	 
	Section 9.06. Reference in Securities to Supplemental Indentures
	 	 	60	 
	 
	 	 	 	 
	ARTICLE 10

 Covenants
	 	 	 	 
	 
	 	 	 	 
	Section 10.01. Payment of Principal, Premium and Interest
	 	 	60	 
	Section 10.02. Maintenance of Office or Agency
	 	 	60	 
	Section 10.03. Money or Security Payments to Be Held in Trust
	 	 	60	 
	Section 10.04. Certificate to Trustee
	 	 	61	 
	Section 10.05. Corporate Existence
	 	 	62	 
	Section 10.06. Waiver of Certain Covenants
	 	 	62	 
	Section 10.07. Limitation on Liens
	 	 	62	 
	Section 10.08. Limitation on Sale and Lease-Back Transactions
	 	 	63	 
	 
	 	 	 	 
	ARTICLE 11

 Redemption of Securities
	 	 	 	 
	 
	 	 	 	 
	Section 11.01. Applicability of Article
	 	 	64	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	Section 11.02. Election to Redeem; Notice to Trustee
	 	 	64	 
	Section 11.03. Selection by Trustee of Securities to be Redeemed
	 	 	65	 
	Section 11.04. Notice of Redemption
	 	 	65	 
	Section 11.05. Deposit of Redemption Price
	 	 	66	 
	Section 11.06. Securities Payable on Redemption Date
	 	 	66	 
	Section 11.07. Securities Redeemed in Part
	 	 	66	 
	Section 11.08. Provisions with Respect to any Sinking Funds
	 	 	67	 
	 
	 	 	 	 
	ARTICLE 12

 Repayment at Option of Holders
	 	 	 	 
	 
	 	 	 	 
	Section 12.01. Applicability of Article
	 	 	68	 
	Section 12.02. Repayment of Securities
	 	 	69	 
	Section 12.03. Exercise of Option
	 	 	69	 
	Section 12.04. When Securities Presented for
Repayment Become Due and Payable
	 	 	69	 
	Section 12.05. Securities Repaid in Part
	 	 	70	 
	 
	 	 	 	 
	ARTICLE 13

 Subordination of Subordinated Securities
	 	 	 	 
	 
	 	 	 	 
	Section 13.01. Agreement to Subordinate
	 	 	70	 
	Section 13.02. Payment on Dissolution, Liquidation or Reorganization; Default on Senior Indebtedness
	 	 	70	 
	Section 13.03. Payment Prior to Dissolution or Default
	 	 	73	 
	Section 13.04. Securityholders Authorize Trustee to Effectuate Subordination of Securities
	 	 	73	 
	Section 13.05. Right of Trustee to Hold Senior Indebtedness
	 	 	73	 
	Section 13.06. Article 13 Not to Prevent Events of Default
	 	 	74	 
	Section 13.07. No Fiduciary Duty of Trustee to Holders of Senior Indebtedness
	 	 	74	 






iv









 





     THIS INDENTURE, between ITT Corporation, an Indiana corporation (hereinafter called the
“Company”) having its principal office at 1133 Westchester Avenue, White Plains, New York 10604,
and Union Bank, N.A., a national banking association, as trustee (hereinafter called the
“Trustee”), is made and entered into as of this 1st day of May, 2009.



Recitals of the Company




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance of its unsecured debentures, notes, bonds, and other evidences of indebtedness, to be
issued in one or more fully registered series.



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



Agreements of the Parties




     To set forth or to provide for the establishment of the terms and conditions upon which the
Securities (as hereinafter defined) are and are to be authenticated, issued, and delivered, and in
consideration of the premises thereof, and the purchase of Securities by the Holders (as
hereinafter defined) thereof, it is mutually covenanted and agreed as follows, for the equal and
proportionate benefit of all Holders from time to time of the Securities or of any series thereof,
as the case may be:



ARTICLE 1

Definitions and Other Provisions of General Application




     Section 1.01. Definitions. For all purposes of this Indenture and of any indenture supplemental hereto,
except as otherwise expressly provided or unless the context otherwise requires:



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



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



     (c) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles and, except as otherwise herein expressly
provided, the term “generally accepted accounting principles” with respect to any computation
required or permitted



1









 







hereunder shall mean such accounting principles as are generally accepted in the United States
of America at the date of such computation; and



     (d) all references in this instrument to designated “Articles”, “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture as
originally executed. The words “herein”, “hereof”, and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section, or other
subdivision.



     “Act”, when used with respect to any Securityholder (as hereinafter defined), has the meaning
specified in Section 1.04.



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



     “applicants” has the meaning specified in Section 7.02.



     “Attributable Debt” with regard to a sale and lease-back transaction with respect to any
Principal Property means, at the time of determination, the present value of the total net amount
of rent required to be paid under such lease during the remaining term thereof (including any
period for which such lease has been extended), discounted at the rate of interest set forth or
implicit in the terms of such lease (or, if not practicable to determine such rate, the weighted
average interest rate per annum borne by all Outstanding Securities) compounded semi-annually. In
the case of any lease which is terminable by the lessee upon the payment of a penalty, such net
amount shall be the lesser of (x) the net amount determined assuming termination upon the first
date such lease may be terminated (in which case the net amount shall also include the amount of
the penalty, but shall not include any rent that would be required to be paid under such lease
subsequent to the first date upon which it may be so terminated) or (y) the net amount determined
assuming no such termination.



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



     “Authentication Order” has the meaning specified in Section 3.03.



     “Board of Directors” means (i) the board of directors of the Company, (ii) any duly authorized
committee of that board, or (iii) any officer, director, or



2









 







authorized representative of the Company, in each case duly authorized by such Board to act
hereunder.



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



     “Business Day” means (except, with respect to any particular series of Securities, as may be
otherwise provided in the form of such Securities) any day other than a Saturday or Sunday that is
neither a legal holiday nor a day on which banking institutions are authorized or required by law,
regulation, or executive order to be closed.



     “Chairman” means the Company’s Chairman of the Board of Directors.



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



     “Company” means ITT Corporation, unless and until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor corporation.



     “Company Request” and “Company Order” mean, respectively, a written request or order signed in
the name of the Company by its Chairman, Vice Chairman, Chief Executive Officer, Chief Financial
Officer, Senior Vice President, or any Vice President (as hereinafter defined), or by any other
officer or officers of the Company pursuant to an applicable Board Resolution, and delivered to the
Trustee.



     “Consolidated Net Tangible Assets” means the total amount of assets (less applicable
depreciation, amortization, and other valuation reserves) of the Company and its Restricted
Subsidiaries, after deducting therefrom (i) all current liabilities of the Company and its
Restricted Subsidiaries (excluding any such liabilities that are intercompany items) and (ii) all
goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as set forth on the latest consolidated balance sheet of the Company and its
Restricted Subsidiaries prepared in accordance with generally accepted accounting principles.



     “Corporate Trust Office” means the office of the Trustee at which at any particular time its
corporate trust business shall be principally administered, which office at the date hereof is
located at 551 Madison Avenue, 11th Floor, New York, New York 10022.



3









 





     “corporation” means a corporation, association, company, joint-stock company, limited
liability company or business trust.



     “Covenant Defeasance” has the meaning specified in Section 4.03.



     “Debt” means any indebtedness for borrowed money.



     “Defaulted Interest” has the meaning specified in Section 3.07.



     “Defeasance” has the meaning specified in Section 4.02.



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



     “Entity” means any corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust or unincorporated organization.



     “Equivalent Government Securities” means, in relation to Securities denominated in a currency
other than U.S. dollars, securities of the government that issued the currency in which such
Securities are denominated or securities of government agencies backed by the full faith and credit
of such government.



     “Event of Default” has the meaning specified in Article 5.



     “Exchange Act” has the meaning specified in Section 3.03.



     “Holder”, “Securityholder” and “Holder of Securities” means a Person in whose name a Security
is registered in the Security Register (as hereinafter defined).



     “Indenture” means 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 any particular series of Securities
established as contemplated by Section 3.01.



     “Interest Payment Date”, when used with respect to any series of Securities, means any date on
which an installment of interest on those Securities is scheduled to be paid.



4









 





     “Investment Company Act” has the meaning specified in Section 4.04.



     “Judgment Currency” has the meaning specified in Section 1.14.



     “Lien” has the meaning specified in Section 10.07.



     “Maturity” means, when used with respect to any Security, the date on which the principal
amount outstanding under such Security or an installment of principal amount outstanding under such
Security becomes due and payable, as therein or herein provided, whether on the Scheduled Maturity
Date (as hereinafter defined), by declaration of acceleration, call for redemption, or otherwise.



     “Officers’ Certificate” means a certificate signed by any two of the Chairman, Vice Chairman,
Chief Executive Officer, Chief Financial Officer, Senior Vice President, any Vice President, the
Treasurer, and any Assistant Treasurer of the Company, or by any other officer or officers of the
Company pursuant to an applicable Board Resolution, and delivered to the Trustee.



     “Opinion of Counsel” means a written opinion of counsel to the Company, which counsel may be
an employee of the Company or other counsel who shall be reasonably acceptable to the Trustee.



     “Original Issue Discount Security” means any Security which is initially sold at a discount
from the principal amount thereof and the terms of which provide that upon redemption or
acceleration of the Maturity thereof, an amount less than the principal amount thereof would become
due and payable.



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



     (i) such Securities theretofore canceled by the Trustee or delivered by the Company to the
Trustee for cancellation;



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



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



5









 







have been paid, in each case, pursuant to the terms of Section 3.06 (except with respect to
any such Security as to which proof satisfactory to the Trustee is presented that such Security is
held by a Person in whose hands such Security is a legal, valid, and binding obligation of the
Company).



In determining whether the Holders of the requisite principal amount of such Securities Outstanding
have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the
principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding
shall be the amount of the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity thereof. In determining whether
the Holders of the requisite principal amount of such Securities Outstanding have given a direction
concerning the time, method, and place of conducting any proceeding for any remedy available to the
Trustee, or concerning the exercise of any trust or power conferred upon the Trustee under this
Indenture, or concerning a consent on behalf of the Holders of any series of Securities to the
waiver of any past default and its consequences, Securities owned by the Company, 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. In determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent, or waiver, only
Securities which a Responsible Officer assigned to the corporate trust department of the Trustee
knows to be owned by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right to act as owner with respect to such Securities and that the pledgee is
not the Company or any other obligor upon the Securities or any Affiliate of the Company or such
other obligor.



     “Paying Agent” means, with respect to any Securities, any Person appointed by the Company to
distribute amounts payable by the Company on such Securities. If at any time there shall be more
than one such Person, “Paying Agent” as used with respect to the Securities of any particular
series shall mean the Paying Agent with respect to Securities of that series. As of the date of
this Indenture, the Company has appointed Union Bank, N.A. as Paying Agent with respect to all
Securities issuable hereunder.



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



     “Place of Payment” means with respect to any series of Securities issued hereunder the city or
political subdivision so designated with respect to the series of Securities in question in
accordance with the provisions of Section 3.01.



6









 





     “Predecessor Securities” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under Section 3.06 in lieu of
a lost, destroyed, mutilated, or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed, mutilated, or stolen Security.



     “Principal Property” means any single manufacturing or processing plant, office building or
warehouse owned or leased by the Company or a Restricted Subsidiary which has a gross book value in
excess of 2% of Consolidated Net Tangible Assets other than a plant, warehouse, office building, or
portion thereof which, in the opinion of the Company’s Board of Directors, is not of material
importance to the business conducted by the Company and its Restricted Subsidiaries as an entirety.



     “Record Date” means any date as of which the Holder of a Security will be determined for any
purpose described herein, such determination to be made as of the close of business on such date by
reference to the Security Register.



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



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



     “Repayment Date”, when used with respect to any Security to be repaid, means the date fixed
for such repayment pursuant to such Security.



     “Repayment Price”, when used with respect to any Security to be repaid, means the price at
which it is to be repaid pursuant to such Security.



     “Required Currency” has the meaning specified in Section 1.14.



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



     “Restricted Subsidiary” means at any time any Subsidiary of the Company except a Subsidiary
which is at the time an Unrestricted Subsidiary.



     “Scheduled Maturity Date”, when used with respect to any Security, means the date specified in
such Security as the date on which all outstanding principal and interest will be due and payable.



7









 





     “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, of any series authenticated and delivered
from time to time under this Indenture.



     “Security Register” has the meaning specified in Section 3.05.



     “Security Registrar” means the Person who maintains the Security Register, which Person shall
be the Trustee unless and until a successor Security Registrar is appointed by the Company.



     “Senior Indebtedness” means all obligations or indebtedness of, or guaranteed or assumed by,
the Company, whether or not represented by bonds, debentures notes or similar instruments, for
borrowed money, and any amendments, renewals, extensions, modifications and refundings of any such
obligations or indebtedness, unless in the instrument creating or evidencing any such indebtedness
or obligations or pursuant to which the same is outstanding it is specifically stated, at or prior
to the time the Company becomes liable in respect thereof, that any such obligation or indebtedness
or such amendment, renewal, extension, modification and refunding thereof is not Senior
Indebtedness.



     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.07.



     “Specified Currency” has the meaning specified in Section 3.01.



     “Subordinated Security” means any security issued under this Indenture which is designated as
a Subordinated Security.



     “Subsidiary” of any specified corporation means any entity at least a majority of whose
outstanding Voting Stock shall at the time be owned, directly or indirectly, by the specified
corporation or by one or more of its Subsidiaries, or both.



     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended, as in force
as of the date hereof, except as provided in Section 9.05.



     “Trustee” means the party named as such above until a successor becomes such pursuant to this
Indenture and thereafter means or includes each party who is then a trustee hereunder, and if at
any time there is more than one such party, “Trustee” as used with respect to the Securities of any
series means the Trustee with respect to Securities of that series. If Trustees with respect to
different series of Securities are trustees under this Indenture, nothing herein shall constitute
the Trustees co-trustees of the same trust, and each Trustee shall be the trustee of a trust
separate and apart from any trust administered by any other Trustee with respect to a different
series of Securities.



8









 





     “Unrestricted Subsidiary” means any Subsidiary of the Company (not at the time designated a
Restricted Subsidiary) (i) the major part of whose business consists of finance, banking, credit,
leasing, insurance, financial services, or other similar operations, or any combination thereof,
(ii) substantially all the assets of which consist of the capital stock of one or more such
Subsidiaries, or (iii) designated as such by the Company’s Board of Directors; provided that such
designation will not constitute a violation of the terms of the Securities. Any Subsidiary
designated as a Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless such
designation will constitute a violation of the terms of the Securities.



     “U.S. Government Obligations” means (i) securities that are direct obligations of the United
States of America, the payment of which is unconditionally guaranteed by the full faith and credit
of the United States of America and (ii) securities that are obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed by the full faith and credit of the United States of
America, and also includes depository receipts issued by a bank or trust company as custodian with
respect to any of the securities described in the preceding clauses (i) and (ii), and any payment
of interest or principal payable under any of the securities described in the preceding clauses (i)
and (ii) that is held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depository receipt, or from any amount received by
the custodian in respect of such securities, or from any specific payment of interest or principal
payable under the securities evidenced by such depository receipt.



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



     “Voting Stock”, as applied to the stock of any corporation, means stock of any class or
classes (however designated), the outstanding shares of which have, by the terms thereof, ordinary
voting power to elect a majority of the members of the board of directors (or other governing body)
of such corporation, other than stock having such power only by reason of the happening of a
contingency.



     Section 1.02. Officers’ Certificates and Opinions. Every Officers’ Certificate, Opinion of Counsel, and
other certificate or opinion to be delivered to the Trustee under this Indenture with respect to
any action to be taken by the Trustee (except for the Officers’ Certificate required by Section
10.04) shall include the following:



9









 





     (a) a statement that each individual signing such certificate or opinion has read all
covenants and conditions of this Indenture relating to such proposed action, including the
definitions herein relating thereto;



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



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



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



     Section 1.03. 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 the other matters, and any such
Person may certify or give an opinion as to such matters in one or several documents.



     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, legal counsel, unless such
officer knows that any such certificate, opinion, or representation is erroneous. Any opinion of
counsel for the Company 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, unless such counsel
knows that any such certificate, opinion, or representation is erroneous.



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



     Section 1.04. Acts of Securityholders. (a) Any request, demand, authorization, direction, notice, consent,
waiver, or other action provided by this Indenture to be given or taken by Securityholders may be
embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Securityholders in person or by an agent duly appointed in writing; and, except as herein otherwise
expressly provided, such
action shall become effective when such instrument or instruments are delivered to the Trustee and
(if expressly required by the applicable terms of this Indenture) to the Company. If any



10









 







Securities
are denominated in coin or currency other than that of the United States, then for the purposes of
determining whether the Holders of the requisite principal amount of Securities have taken any
action as herein described, the principal amount of such Securities shall be deemed to be that
amount of United States dollars that could be obtained for such principal amount on the basis of
the spot rate of exchange into United States dollars for the currency in which such Securities are
denominated (as evidenced to the Trustee by a certificate provided by a financial institution,
selected by the Company, that maintains an active trade in the currency in question, acting as
conversion agent) as of the date the taking of such action by the Holders of such requisite
principal amount is evidenced to the Trustee as provided in the immediately preceding sentence.
Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Securityholders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section 1.04.



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



     (c) The ownership of Securities shall for all purposes be determined by reference to the
Security Register, as such register shall exist as of the applicable date.



     (d) If the Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other action, the Company may, at its option, by Board
Resolution, fix in advance a Record Date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other action, but the Company
shall have no obligation to do so. If such Record Date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given before or after such
Record Date, but only the Holders 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
Securities Outstanding
have authorized or agreed or consented to such request, demand, authorization, direction,
notice, consent, waiver or other action, and for that purpose the Securities Outstanding shall be
computed as of such Record Date; provided that



11









 







no such authorization, agreement or consent by the
Holders on such Record Date shall be deemed effective unless it shall become effective pursuant to
the provisions of this Indenture not later than six months after such Record Date.



     (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Security shall bind each subsequent Holder of such Security, and each Holder of
any Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof, with respect to anything done or suffered to be done by the Trustee or the Company in
reliance upon such action, whether or not notation of such action is made upon such Security.



     Section 1.05. Notices, etc., to Trustee and Company. Any request, order, authorization, direction, consent,
waiver, or other action to be taken by the Trustee, the Company, or the Securityholders hereunder
(including any Authentication Order), and any notice to be given to the Trustee or the Company with
respect to any action taken or to be taken by the Trustee, the Company, or the Securityholders
hereunder, shall be sufficient if made in writing and:



     (a) (if to be furnished or delivered to or filed with the Trustee by the Company or any
Securityholder) delivered to the Trustee at its Corporate Trust Office, Attention: Corporate
Finance, or



     (b) (if to be furnished or delivered to the Company by the Trustee or any Securityholder, and
except as otherwise provided in Section 5.01(d) and, in the case of a request for repayment, except
as specified in the Security carrying the right to repayment) mailed to the Company, first-class
postage prepaid, at its principal office (as specified in the first paragraph of this instrument),
Attention: Treasurer, or at any other address hereafter furnished in writing by the Company to the
Trustee.



     Section 1.06. Notice to Securityholders; Waiver. Where this Indenture or any Security provides for notice
to Securityholders of any event, such notice shall be sufficiently given (unless otherwise
expressly provided herein or in such Security) if in writing and mailed, first-class postage
prepaid, to each Securityholder affected by such event, at his or her address as it appears in the
Security Register as of the applicable Record Date, not later than the latest date or earlier than
the earliest date prescribed by this Indenture or such Security for the giving of such notice. In
any case where notice to Securityholders is given by mail, neither the failure to mail such notice
nor any defect in any notice so mailed to any particular Securityholder shall affect the
sufficiency of
such notice with respect to other Securityholders. Where this Indenture or any Security 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 Securityholders shall



12









 







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



     In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or otherwise, it shall be impractical to mail notice of any event to any Securityholder
when such notice is required to be given pursuant to any provision of this Indenture or the
applicable Security, then any method of notification as shall be satisfactory to the Trustee and
the Company shall be deemed to be sufficient for the giving of such notice.



     Section 1.07. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts
with another provision hereof which is required to be included in this Indenture by any of the
provisions of the TIA, such required provision shall control.



     Section 1.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the
Table of Contents hereof are for convenience only and shall not affect the construction of any
provision of this Indenture.



     Section 1.09. Successors and Assigns. All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.



     Section 1.10. Separability Clause. In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.



     Section 1.11. Benefits of Indenture. Nothing in this Indenture or in any Securities, express or implied,
shall give to any Person, other than the parties hereto, their successors hereunder, the
Authenticating Agent, the Security Registrar, any Paying Agent, and the Holders of Securities (or
such of them as may be affected thereby), any benefit or any legal or equitable right, remedy or
claim under this Indenture.



     Section 1.12. Governing Law. This Indenture shall be governed by and construed in accordance with the laws of the State of
New York.



     Section 1.13. Counterparts. This instrument may be executed in any number of counterparts, each of which
when so executed shall be deemed to be an original, but all of which shall together constitute but
one and the same instrument.



     Section 1.14. 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 with respect
to the Securities of any series it is necessary to convert the sum due in respect of the principal,
premium, if any, or



13









 







interest, if any, payable with respect to such Securities into a currency in
which a judgment can be rendered (the “Judgment Currency”), the rate of exchange from the currency
in which payments under such Securities is payable (the “Required Currency”) into the Judgment
Currency shall be the highest bid quotation (assuming European-style quotation—i.e., Required
Currency per Judgment Currency) received by the Company from three recognized foreign exchange
dealers in the City of New York for the purchase of the aggregate amount of the judgment (as
denominated in the Judgment Currency) on the Business Day preceding the date on which a final
unappealable judgment is rendered, for settlement on such payment date, and at which the applicable
dealer timely commits to execute a contract, and (b) the Company’s obligations under this Indenture
to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender,
or by any recovery pursuant to any judgment (whether or not entered in accordance with the
preceding 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 judgment creditor 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.



     Section 1.15. Legal Holidays.



     In any case where any Interest Payment Date, Redemption Date, Repayment Date or Maturity of
any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of interest or principal (and premium, if
any) need not be made at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date, Redemption Date, Repayment Date or at Maturity; provided,
that no interest shall accrue for the period from and after such Interest Payment Date, Redemption
Date, Repayment Date or at Maturity, as the case may be.



ARTICLE 2

Security Forms




     Section 2.01. Forms Generally. The Securities of each series shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture and
may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon, as may be required to comply with the rules of any securities exchange, or as may,
consistently herewith, be determined by the officers executing such Securities, as evidenced by
their execution of the Securities. Any portion of the text of any



14









 







Security may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the Security.



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



     Section 2.02. Forms of Securities. Each Security shall be in one of the forms approved from time to time by
or pursuant to any Board Resolution, or established in one or more indentures supplemental hereto.
Prior to the delivery to the Trustee for authentication of any Security in any form approved by or
pursuant to a Board Resolution, the Company shall deliver to the Trustee a copy of such Board
Resolution, together with a true and correct copy of the form of Security which has been approved
thereby, or, if a Board Resolution authorizes a specific officer or officers to approve a form of
Security, together with a certificate of such officer or officers approving the form of Security
attached thereto; provided, however, that with respect to all Securities issued pursuant to the
same Board Resolution, the required copy of such Board Resolution, together with the appropriate
attachment, need be delivered only once. Any form of Security approved by or pursuant to a Board
Resolution must be acceptable as to form to the Trustee, such acceptance to be evidenced by the
Trustee’s authentication of Securities in that form or by a certificate signed by a Responsible
Officer of the Trustee and delivered to the Company.



     Section 2.03. Securities in Global Form. If Securities of a series are issuable in whole or in part in global form, the global security
representing such Securities may provide that it shall represent the aggregate amount of
Outstanding Securities 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 reduced to reflect
exchanges or increased to reflect the issuance of additional Securities. Any endorsement of a
Security in global form to reflect the amount (or any increase or decrease in the amount) of
Outstanding Securities represented thereby shall be made in such manner and by such Person or
Persons as shall be specified therein or in the Authentication Order delivered to the Trustee
pursuant to Section 3.03 hereof.



     Section 2.04. Form of Trustee’s Certificate of Authentication. The form of Trustee’s Certificate of
Authentication for any Security issued pursuant to this Indenture shall be substantially as
follows:



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



15









 





	 	 	 	 	 	 	 
	 	 	UNION BANK, N.A., as Trustee,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






ARTICLE 3

The Securities




     Section 3.01. General Title; General Limitations; Issuable in Series; Terms of Particular Series. The
aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at
any time under this Indenture is not limited.



     The Securities may be issued in one or more series in such aggregate principal amount as may
from time to time be authorized by the Board of Directors. All Securities of a series issued under
this Indenture shall in all respects be equally and ratably entitled to the benefits hereof,
without preference, priority, or distinction on account of the actual time of the authentication
and delivery or Scheduled Maturity Date thereof.



     Each series of Securities shall be created either by or pursuant to one or more Board
Resolutions or by one or more indentures supplemental hereto. Any such Board Resolution or
supplemental indenture (or, in the case of a series of
Securities created pursuant to a Board Resolution, any officer or officers authorized by such
Board Resolution) shall establish the terms of any such series of Securities, including the
following (as and to such extent as may be applicable):



     (1) the title of such series;



     (2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of
such series;



     (3) the issue date or issue dates of the Securities of such series;



     (4) the Scheduled Maturity Date of the Securities of such series;



     (5) the place or places where the principal, premium, if any, interest, if any, and additional
amounts, if any, payable with respect to the Securities of such series shall be payable;



     (6) whether the Securities of such series will be issued at par or at a premium over or a
discount from their face amount;



16









 





     (7) the rate or rates (which may be fixed or variable) at which the Securities of such series
shall bear interest, if any, and, if applicable, the method by which such rate or rates may be
determined;



     (8) the date or dates (or the method by which such date or dates may be determined) from which
interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be
payable;



     (9) the rights, if any, to defer payments of interest on the Securities by extending the
interest payment periods and the duration of such extension;



     (10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at
which, and any other terms and conditions upon which the Securities of such series may be redeemed
or repaid, in whole or in part, by the Company;



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



     (12) whether the Securities of such series are to be issued in whole or in part in global form
and, if so, the identity of the Depositary for such global
security and the terms and conditions, if any, upon which interests in the Securities
represented by such global security may be exchanged, in whole or in part, for the individual
Securities represented thereby (if other than as provided in Section 3.05);



     (13) whether such Securities are Subordinated Securities and if so, the provisions for such
subordination if other than the provisions set forth in Article 13;



     (14) the denominations in which the Securities of such series will be issued (which may be any
denomination as set forth in the terms of such Securities) if other than U.S.$1,000 or an integral
multiple thereof;



     (15) whether and under what circumstances additional amounts on the Securities of such series
shall be payable in respect of any taxes, assessments, or other governmental charges withheld or
deducted and, if so, whether the Company will have the option to redeem such Securities rather than
pay such additional amounts;



     (16) the basis upon which interest shall be calculated;



17









 





     (17) if the Securities of such series are to be issuable in definitive form (whether upon
original issue or upon exchange of a temporary Security for a definitive Security of such series)
only upon receipt of certain certificates or other documents or upon satisfaction of other
conditions, then the form and terms of such certificates, documents, and/or conditions;



     (18) the exchange or conversion of the Securities of that series, whether or not at the option
of the Holders thereof, for or into new Securities of a different series or for or into any other
securities which may include shares of capital stock of the Company or any Subsidiary of the
Company or securities directly or indirectly convertible into or exchangeable for any such shares
or securities of entities unaffiliated with the Company or any Subsidiary of the Company;



     (19) if other than U.S. dollars, the foreign or composite currency or currencies (each such
currency a “Specified Currency”) in which the Securities of such series shall be denominated and in
which payments of principal, premium, if any, interest, if any, or additional amounts, if any,
payable with respect to such Securities shall or may be payable;



     (20) if the principal, premium, if any, interest, if any, or additional amounts, if any,
payable with respect to the Securities of such series are to be payable in any currency other than
that in which the Securities are stated to be payable, whether at the election of the Company or of
a Holder thereof, the period or periods within which, and the terms and conditions upon which, such
election may be made;



     (21) if the amount of any payment of principal, premium, if any, interest, if any, or other
sum payable with respect to the Securities of such series may be determined by reference to the
relative value of one or more Specified Currencies, commodities, securities, or instruments, the
level of one or more financial or non- financial indices, or any other designated factors or
formulas, the manner in which such amounts shall be determined;



     (22) the exchange of Securities of such series, at the option of the Holders thereof, for
other Securities of the same series of the same aggregate principal amount of a different
authorized kind or different authorized denomination or denominations, or both;



     (23) the appointment by the Trustee of an Authenticating Agent in one or more places other
than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and
subject to its direction, in the authentication and delivery of the Securities of such series;



     (24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion
agents, registrars, or other agents with respect to the Securities of such series if other than the
Trustee, Paying Agent and Security Registrar named herein;



18









 





     (25) the portion of the principal amount of Securities of such series, if other than the
principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;



     (26) any Event of Default with respect to the Securities of such series, if not set forth
herein, or any modification of any Event of Default set forth herein with respect to such series;



     (27) any covenant solely for the benefit of the Securities of such series;



     (28) the inapplicability of Sections 4.02 and 4.03 of this Indenture to the Securities of such
series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under
Section 4.03; and



     (29) any other terms not inconsistent with the provisions of this Indenture.



     If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued
at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel
required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’
Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the
first such Security.



     If any series of Securities shall be established by action taken pursuant to any Board
Resolution, the execution by the officer or officers authorized by such Board Resolution of an
Authentication Order with respect to the first Security of such series to be issued, and the
delivery of such Authentication Order to the Trustee at or before the time of issuance of the first
Security of such series, shall constitute a sufficient record of such action. Except as otherwise
permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one
time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of
Securities of such series, but such Authentication Orders may be executed by any authorized officer
or officers of the Company, whether or not such officer or officers would have been authorized to
establish such series pursuant to the aforementioned Board Resolution.



     Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture
creating such series (i) a series may be reopened for issuances of additional Securities of such
series, and (ii) all Securities of the same series shall be substantially identical, except for the
initial Interest Payment Date, issue price, initial interest accrual date and the amount of the
first interest payment.



     The form of the Securities of each series shall be established in a supplemental indenture or
by or pursuant to the Board Resolution creating such



19









 







series. The Securities of each series shall be
distinguished from the Securities of each other series in such manner as the Board of Directors or
its authorized representative or representatives may determine.



     Unless otherwise provided with respect to Securities of a particular series, the Securities of
any series may only be issuable in registered form, without coupons.



     Section 3.02. Denominations and Currency. The Securities of each series shall be issuable in such
denominations and currency as shall be provided in the provisions of this Indenture or by or
pursuant to the Board Resolution or supplemental indenture creating such series. In the absence of
any such provisions with respect to the Securities of any series, the Securities of that series
shall be issuable only in fully registered form in denominations of U.S. $1,000 and any integral
multiple thereof.



     Section 3.03. Execution, Authentication and Delivery, and Dating. The Securities shall be executed on
behalf of the Company by any two of the Chairman, Vice Chairman, Chief Executive Officer, Chief
Financial Officer, Senior Vice President and any Vice President of the Company and attested by its
Secretary or any one of its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile. Typographical and other minor errors or defects in any such
signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by the Trustee.



     Unless otherwise provided in the form of Security for any series, all Securities shall be
dated the date of their authentication.



     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 to the Trustee for authentication, together with a Company Order for
authentication and delivery (such Order an “Authentication Order”) with respect to such Securities,
and the Trustee shall, upon receipt of such Authentication Order, in accordance with procedures
acceptable to the Trustee set forth in the Authentication Order, and subject to the provisions
hereof, authenticate and deliver such Securities to such recipients as may be specified from time
to time pursuant to such Authentication Order. The material terms of such Securities shall be
determinable by reference to such Authentication Order and procedures. If provided for in such
procedures, such Authentication Order may authorize authentication and delivery of such Securities



20









 







pursuant to oral instructions from the Company or its duly authorized agent, which instructions
shall be promptly confirmed in writing. In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such Securities, the Trustee shall
be entitled to receive, and (subject to the provisions of Section 6.01 hereof) shall be fully
protected in relying upon:



     (1) an executed supplemental indenture, if any;



     (2) an Officers’ Certificate, certifying as to the authorized form or forms and terms of such
Securities; and



     (3) an Opinion of Counsel, stating that:




     (a) the form or forms and terms of such Securities have been established by and in
conformity with the provisions of this Indenture; provided, that if all such Securities
are not to be issued at the same time, such Opinion of Counsel may state that such terms
will be established in conformity with the provisions of this Indenture, subject to any
conditions specified in such Opinion of Counsel; and




     (b) 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, moratorium, reorganization, and
other laws of general applicability relating to or affecting the enforcement of creditors’
rights and to general principles of equity;


provided, however, that if all Securities issuable by or pursuant to a Board Resolution or
supplemental indenture are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate or Opinion of Counsel otherwise required pursuant to this
paragraph at or prior to the time of authentication of each such Security if such documents are
delivered at or prior to the time of authentication upon original issuance of the first such
Security to be issued. After the original issuance of the first such Security to be issued, any
separate request by the Company that the Trustee authenticate such Securities for original issuance
will be deemed to be a certification by the Company that it is in compliance with all conditions
precedent provided for in this Indenture relating to the authentication and delivery of such
Securities.




     The Trustee shall not be required to authenticate such Securities if the issue thereof will
adversely affect the Trustee’s own rights, duties, or immunities under the Securities and this
Indenture.



     If the Company shall establish pursuant to Section 3.01 that Securities of a series may be
issued in whole or in part in global form, then the Company shall



21









 







execute, and the Trustee shall
(in accordance with this Section 3.03 and the Authentication Order with respect to such series)
authenticate and deliver, one or more Securities in global form that (i) shall represent and shall
be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by such one or more Securities in global form, (ii)
shall be registered, in the name of the Depositary for such Security or Securities in global form,
or in the name of a nominee of such Depositary, (iii) shall be delivered to such Depositary or
pursuant to such Depositary’s instruction, and (iv) shall bear a legend substantially as follows:
“Unless and until it is exchanged in whole or in part for Securities in certificated form, this
Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary,
or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or by the
Depositary or any such nominee to a successor Depositary or a nominee of such successor
Depositary.” Each Depositary designated pursuant to Section 3.01 for a Security in global form
must, at the time of its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and
any other applicable statute or regulation.



     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 herein executed by the Trustee by manual signature of an authorized
signatory, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder.



     Section 3.04. Temporary Securities. Pending the preparation of definitive Securities of any series, the
Company may execute, and, upon receipt of the documents required by Sections 2.02, 3.01 and 3.03
hereof, together with an Authentication Order, the Trustee shall authenticate and deliver,
temporary Securities of such series that 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, without coupons, and with such
appropriate insertions, omissions, substitutions, and other variations as the officers executing
such Securities may determine, as evidenced by their execution of such Securities. In the case of
Securities of any series for which a temporary Security may be issued in global form, such
temporary global security shall represent all of the Outstanding Securities of such series and
tenor.



     Except in the case of temporary Securities in global form, which shall be exchanged in
accordance with the provisions thereof, if temporary Securities of any series are issued, the
Company will cause definitive Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive Securities, the temporary Securities of such series shall be
exchangeable, at the Corporate Trust Office of the Trustee, or at such other office or agency as
may be



22









 







maintained by the Company in a Place of Payment pursuant to Section 10.02 hereof, for
definitive Securities of such series having identical terms and provisions, upon surrender of the
temporary Securities of such series, at the Company’s own expense and without charge to the Holder;
and upon surrender for cancellation of any one or more temporary Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of such series in authorized denominations containing
identical terms and provisions. Unless otherwise specified as contemplated by Section 3.01 with
respect to a temporary Security in global form, until so exchanged, the temporary Securities of
such series shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.



     Section 3.05. Registration, Transfer and Exchange. With respect to the Securities of each series, the
Trustee shall keep a register (herein sometimes referred to as the “Security Register”) which shall
provide for the registration of Securities of such series, and for registration of transfers of
Securities of such series, in accordance with information to be provided to the Trustee by the
Company, subject to such reasonable regulations as the Trustee may prescribe. Such register shall
be in written form or in any other form capable of being converted into written form within a
reasonable time. At all reasonable
times the information contained in such register or registers shall be available for inspection,
during normal business hours, at the Corporate Trust Office of the Trustee or at such other office
or agency to be maintained by the Company pursuant to Section 10.02 hereof.



     Upon due presentation for registration of transfer of any Security of any series at the
Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company
with respect to that series pursuant to Section 10.02 hereof, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Securities of such series of any authorized denominations, of like aggregate
principal amount, tenor, terms and Scheduled Maturity Date.



     Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in
whole or in part for the individual Securities represented thereby, in definitive form, a Security
in global form representing all or a portion of the Securities of a series may not be transferred
except as a whole by the Depositary for such series to a nominee of such Depositary, or by a
nominee of such Depositary to such Depositary or another nominee of such Depositary, or by such
Depositary or any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.



     At the option of the Holder, Securities of any series may be exchanged for other Securities of
such series of any authorized denominations, of like aggregate principal amount, tenor, terms and
Scheduled Maturity Date, upon surrender of



23









 







the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Securityholder making the exchange is
entitled to receive.



     If at any time the Depositary for the Securities of a series represented by one or more
Securities in global form notifies the Company that it is unwilling or unable to continue as
Depositary for the Securities of such series, or if at any time the Depositary for the Securities
of such series shall no longer be eligible under Section 3.03 hereof, the Company, by Company
Order, shall appoint a successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such ineligibility, the Company’s
election pursuant to Section 3.01 that such Securities be represented by one or more Securities in
global form shall no longer be effective with respect to the Securities of such series and the
Company will execute, and the Trustee, upon receipt of an Authentication Order for the
authentication and delivery of definitive Securities of such series, will authenticate and deliver
Securities of such series in definitive form, in authorized denominations, in an aggregate
principal amount, and of like terms and tenor, equal to the principal
amount of the Security or Securities in global form representing such series, in exchange for
such Security or Securities in global form.



     The Company may at any time and in its sole discretion and subject to the procedures of the
Depositary determine that individual Securities of any series issued in global form shall no longer
be represented by such Security or Securities in global form. In such event the Company will
execute, and the Trustee, upon receipt of an Authentication Order for the authentication and
delivery of definitive Securities of such series and of the same terms and tenor, will authenticate
and deliver Securities of such series in definitive form, in authorized denominations, and in
aggregate principal amount equal to the principal amount of the Security or Securities in global
form representing such series in exchange for such Security or Securities in global form.



     If specified by the Company pursuant to Section 3.01 with respect to a series of Securities
issued in global form, the Depositary for such series of Securities may surrender a Security in
global form for such series of Securities in exchange in whole or in part for Securities of such
series in definitive form and of like terms and tenor on such terms as are acceptable to the
Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of
an Authentication Order for the authentication and delivery of definitive Securities of such
series, shall authenticate and deliver, without service charge:



     (a) to each Person specified by such Depositary, a new definitive Security or Securities of
the same series and of the same tenor and terms, in



24









 







authorized denominations, in aggregate
principal amount equal to and in exchange for such Person’s beneficial interest in the Security in
global form; and



     (b) to such Depositary, a new Security in global form in a denomination equal to the
difference, if any, between the principal amount of the surrendered Security in global form and the
aggregate principal amount of the definitive Securities delivered to Holders pursuant to clause (a)
above.



     Upon the exchange of a Security in global form for Securities in definitive form, such
Security in global form shall be canceled by the Trustee or an agent of the Company or the Trustee.
Securities issued in definitive form in exchange for a Security in global form pursuant to this
Section 3.05 shall be registered in such names and in such authorized denominations as the
Depositary for such Security in global form, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in
writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons
in whose names such Securities are so registered or to the Depositary.



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



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



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



     Unless otherwise provided in the Security to be transferred or exchanged, no service charge
shall be imposed for any registration of transfer or exchange of Securities, but the Company may
(unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer or exchange of
Securities, other than exchanges pursuant to Sections 3.04, 3.06, 9.06 and 11.07 hereof not
involving any transfer.



     The Company shall not be required to (i) issue, register the transfer of, or exchange any
Security of any series during a period beginning at the opening of business 15 days before the day
of the mailing of a notice of redemption of Securities of such series selected for redemption under
Section 11.03 and ending at the close of business on the date of such mailing, or (ii) register the
transfer of



25









 







or exchange any Security so selected for redemption in whole or in part, except in the
case of any Security to be redeemed in part, the portion thereof not to be redeemed.



     Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If (i) any mutilated Security is
surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction
of the destruction, loss or theft of any Security, and (ii) there is delivered to the Company and
the Trustee such security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security has been acquired
by a bona fide purchaser, the Company may in its discretion execute and upon request of the Company
the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Security, a new Security of like tenor, terms, series, Scheduled Maturity
Date, and principal amount, bearing a number not contemporaneously outstanding.



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



     Upon the issuance of any new Security under this Section 3.06, 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 3.06 in lieu of any mutilated, destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the
Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of the same series duly issued hereunder.



     The provisions of this Section 3.06 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.



     Section 3.07. Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable and
is punctually paid or duly provided for on any Interest Payment Date shall, if so provided in such
Security, be paid to the Person in whose name that Security (or one or more Predecessor Securities)
is registered at the close of business on the applicable Record Date, notwithstanding any transfer
or exchange of such Security subsequent to such Record Date and prior to such Interest Payment Date
(unless such Interest Payment Date is also the date of Maturity of such Security).



     Any interest on any Security which is payable, but is not punctually paid or duly provided
for, on any Interest Payment Date (herein called “Defaulted



26









 







Interest”) shall forthwith cease to be
payable to the registered Holder on the applicable Record Date by virtue of his having been such
Holder; and, except as hereinafter provided, such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in clause (a) or clause (b) below:



     (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names any such Securities (or their respective Predecessor Securities) are registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each such 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 prior to the date of the proposed
payment, such money
when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as provided in this clause. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 nor 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 each such Security at his address as it appears in the Security
Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their
respective Predecessor Securities) are registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following clause (b).



     (b) 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 Securities may be
listed, and upon such notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment
shall be deemed practicable by the Trustee.



     Interest on Securities of any series that bear interest may be paid by mailing a check to the
address of the Person entitled thereto at such address as shall appear in the Securities Register
for such series or by such other means as may be specified in the form of such Security.



     Subject to the foregoing provisions of this Section 3.07 and the provisions of Section 3.05
hereof, each Security delivered under this Indenture upon



27









 







registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.



     Section 3.08. Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee, and any agent of the Company or the Trustee may treat the Person in whose
name any Security is registered on the applicable Record Date(s) as the owner of such Security for
the purpose of receiving payment of principal, premium, if any, interest, if any (subject to
Sections 3.05 and 3.07 hereof), and any additional amounts payable with respect to such Security,
and for all other purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee, nor any agent of the Company or the Trustee shall be affected by notice to
the contrary.



     None of the Company, the Trustee, any Authenticating Agent, any Paying Agent, the Security
Registrar, or any co-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 Security
in global form or for maintaining, supervising or reviewing any records relating to such beneficial
ownership interests and each of them may act or refrain from acting without liability on any
information relating to such records provided by the Depositary.



     Section 3.09. Cancellation. All Securities surrendered for payment, redemption, registration of transfer,
exchange, or credit against a sinking or analogous fund shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and, if not already canceled, shall be promptly
canceled by it. 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 promptly canceled by the Trustee. Acquisition
of such Securities by the Company shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are delivered to the Trustee
for cancellation. No Security shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section 3.09, except as expressly permitted by this Indenture. The
Trustee shall dispose of all canceled Securities in accordance with its customary procedures and
deliver a certificate of such disposition to the Company.



     Section 3.10. Computation of Interest. Unless otherwise provided as contemplated in Section 3.01, interest
on the Securities shall be calculated on the basis of a 360-day year of twelve 30-day months.



     Section 3.11. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” and “ISIN” numbers (if
then generally in use), and, if so, the Trustee shall use the CUSIP or ISIN numbers, as the case
may be, in notices of redemption as a convenience to Holders; provided, that any such notice may
state



28









 







that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number,
as the case may be, 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. The Company will promptly notify the Trustee in writing of any change in the CUSIP or
ISIN number.



ARTICLE 4

Satisfaction and Discharge




     Section 4.01. Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect
with respect to any series of Securities (except as to any surviving rights of conversion or
transfer or exchange of Securities of such series expressly provided for herein or in the form of
Security for such series), and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such
series, when



     (a) either




     (i) all Securities of that series theretofore authenticated and delivered (other than
(A) Securities of such series which have been destroyed, lost, or stolen and which have
been replaced or paid as provided in Section 3.06, and (B) Securities of such series for
whose payment money 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 4.07) have been delivered to the Trustee canceled or for
cancellation; or




     (ii) all such Securities of that series not theretofore delivered to the Trustee
canceled or for cancellation




     (A) have become due and payable, or




     (B) will, in accordance with their Scheduled Maturity Date, become due and
payable within one year, or




     (C) 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, in any of the cases described in subparagraphs (A), (B), or(C) above, the Company has
irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust for the
purpose, (x) an amount in money sufficient, (y) U.S. Government Obligations or Equivalent
Government Securities which through the


29









 






 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, money sufficient, or (z) a combination of (x) and (y) sufficient, in the opinion with
respect to (y) and (z) of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, to pay and discharge the entire
indebtedness on such Securities with respect to principal, premium, if any, and interest, if any,
to the date of such deposit (in the
case of Securities which have become due and payable), or to the Scheduled Maturity Date or
Redemption Date, as the case may be; provided, however, that if such U.S. Government Obligations or
Equivalent Government Securities are callable or redeemable at the option of the issuer thereof,
the amount of such money, U.S. Government Obligations, and Equivalent Government Securities
deposited with the Trustee must be sufficient to pay and discharge the entire indebtedness referred
to above if such issuer elects to exercise such call or redemption provisions at any time prior to
the Scheduled Maturity Date or Redemption Date, as the case may be. The Company, but not the
Trustee, shall be responsible for monitoring any such call or redemption provision; and




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



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



     Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company under paragraph (a) of this Section 4.01 and its
obligations to the Trustee with respect to that series under Section 6.07 shall survive, and the
obligations of the Trustee under Sections 4.05, 4.07 and 10.03 shall survive.



     Section 4.02. Discharge and Defeasance



     The provisions of this Section 4.02 and Section 4.04 (insofar as relating to this Section)
shall apply to the Securities of each series unless specifically otherwise provided in a Board
Resolution or indenture supplemental hereto provided pursuant to Section 3.01. In addition to
discharge of this Indenture pursuant to Section 4.01, in the case of any series of Securities with
respect to which the exact amount described in subparagraph (a) of Section 4.04 can be determined
at the time of making the deposit referred to in such subparagraph (a), the Company shall be deemed
to have paid and discharged the entire indebtedness on all the Securities of such a series as
provided in this Section 4.02 on and after the date the conditions set forth in Section 4.04 are
satisfied, and the provisions of this Indenture with respect to the Securities of such series shall
no longer be in effect (except as to (i) rights of registration of transfer and exchange of
Securities



30









 







of such series, (ii) substitution of mutilated, destroyed, lost or stolen Securities of
such series, (iii) rights of Holders of Securities of such series to receive, solely from the trust
fund described in subparagraph (a) of Section 4.04, payments of principal thereof, premium, if any,
and interest, if any, thereon upon the original stated due dates or upon the Redemption Dates
therefor (but not upon acceleration), and remaining rights of the Holders of Securities of such
series to receive mandatory sinking fund payments, if any, (iv) the rights, obligations,
duties and immunities of the Trustee hereunder, (v) this Section 4.02 and Sections 4.07, 10.02
and 10.03 and (vi) the rights of the Holders of Securities of such series as beneficiaries hereof
with respect to the property so deposited with the Trustee payable to all or any of them)
(hereinafter called “Defeasance”), and the Trustee at the cost and expense of the Company, shall
execute proper instruments acknowledging the same.



     Section 4.03. Covenant Defeasance.



     The provisions of this Section 4.03 and Section 4.04 (insofar as relating to this Section)
shall apply to the Securities of each series unless specifically otherwise provided in a Board
Resolution or indenture supplemental hereto provided pursuant to Section 3.01. In the case of any
series of Securities with respect to which the exact amount described in subparagraph (a) of
Section 4.04 can be determined at the time of making the deposit referred to in such subparagraph
(a), (i) the Company shall be released from its obligations under any covenants specified in or
pursuant to Section 3.01 as being subject to Covenant Defeasance with respect to such series
(except as to (a) rights of registration of transfer and exchange of Securities of such series and
rights under Sections 4.07, 10.02 and 10.03, (b) substitution of mutilated, destroyed, lost or
stolen Securities of such series, (c) rights of Holders of Securities of such series to receive,
from the Company pursuant to Section 10.01, payments of principal thereof and interest, if any,
thereon upon the original stated due dates or upon the Redemption Dates therefor (but not upon
acceleration), and remaining rights of the Holders of Securities of such series to receive
mandatory sinking fund payments, if any, (d) the rights, obligations, duties and immunities of the
Trustee hereunder and (e) the rights of the Holders of Securities of such series as beneficiaries
hereof with respect to the property so deposited with the Trustee payable to all or any of them),
and (ii) the occurrence of any event specified in Section 5.01(d) (with respect to any of the
covenants specified in or pursuant to Section 3.01 as being subject to Covenant Defeasance with
respect to such series) shall be deemed not to be or result in a default or an Event of Default, in
each case with respect to the Outstanding Securities of such series as provided in this Section
4.03 on and after the date the conditions set forth in Section 4.04 are satisfied (hereinafter
called “Covenant Defeasance”), and the Trustee at the cost and expense of the Company, shall
execute proper instruments acknowledging the same. For this purpose, such Covenant Defeasance means
that 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 (to the extent so specified in the case of
Section



31









 







5.01(d)), whether directly or indirectly by reason of any reference elsewhere herein to any
such covenant or by reason of any reference in any such covenant to any other provision herein or
in any other document, but the remainder of this Indenture and the Securities of such series shall
be unaffected thereby.



     Section 4.04. Conditions to Defeasance or Covenant Defeasance.



     The following shall be the conditions to application of either Sections 4.02 or 4.03 to the
Outstanding Securities:



     (a) with reference to Sections 4.02 or 4.03, the Company has irrevocably deposited or caused
to be irrevocably deposited with the Trustee as funds in trust, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of Securities of such series (i) money in
an amount, or (ii) U.S. Government Obligations or Equivalent Government Securities which 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, money in an amount, or (iii) a
combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a
nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge each installment of principal (including
mandatory sinking fund payments) of, premium, if any, and interest on, the Outstanding Securities
of such series on the dates such installments of interest, premium or principal are due, including
upon redemption; provided, however, that if such U.S. Government Obligations and Equivalent
Government Securities are callable or redeemable at the option of the issuer thereof, the amount of
such money, U.S. Government Obligations, and/or Equivalent Government Securities deposited with the
Trustee must be sufficient to pay and discharge the entire indebtedness referred to above if the
issuer of any such U.S. Government Obligations or Equivalent Government Securities elects to
exercise such call or redemption provisions at any time prior to the Scheduled Maturity Date or
Redemption Date of such Securities, as the case may be. The Company, but not the Trustee, shall be
responsible for monitoring any such call or redemption provision.



     (b) in the case of Defeasance under Section 4.02, the Company has delivered to the Trustee an
Opinion of Counsel based on the fact that (x) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a
change in the applicable United States federal income tax law, in either case to the effect that,
and such opinion shall confirm that, the Holders of the Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of such deposit,
Defeasance and discharge and will be subject to federal income tax on the same amount and in the
same manner and at the same times, as would have been the case if such deposit, Defeasance and
discharge had not occurred;




32











 





     (c) in the case of Covenant Defeasance under Section 4.03, the Company has delivered to the
Trustee an Opinion of Counsel to the effect that, and such opinion shall confirm that, the Holders
of the Securities of such series will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit and Covenant Defeasance and will be subject to federal income
tax on the same amount and in the same manner and at the same times, as would have been the case if
such deposit and Covenant Defeasance had not occurred;



     (d) no Event of Default or event which, with notice or lapse of time or both, would become an
Event of Default with respect to the Securities of such series shall have occurred and be
continuing on the date of such deposit, after giving effect to such deposit or, in the case of a
Defeasance under Section 4.02, no Event of Default specified in Sections 5.01(e) or 5.01(f) shall
have occurred, at any time during the period ending on the 91st day after the date of such deposit
or, if longer, ending on the day following the expiration of the longest preference period
applicable to the Company in respect of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period);



     (e) such Defeasance or Covenant Defeasance will not cause the Trustee to have a conflicting
interest within the meaning of the TIA, assuming all Securities of a series were in default within
the meaning of the TIA;



     (f) such Defeasance or Covenant Defeasance will not result in a breach or violation of, or
constitute a default under, any agreement or instrument to which the Company is a party or by
which it is bound;



     (g) such Defeasance or Covenant Defeasance will not result in the trust arising from such
deposit constituting an investment company within the meaning of the Investment Company Act of
1940, as amended (the “Investment Company Act”), unless the trust is registered under the
Investment Company Act or exempt from registration;



     (h) If the Securities of such series are to be redeemed prior to their Stated Maturity Date
(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; and



     (i) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for herein relating to such Defeasance
or Covenant Defeasance, as the case may be, have been complied with.



     Section 4.05. Application of Trust Money; Excess Funds. All money and U.S. Government Obligations
or Equivalent Government Securities (including the proceeds thereof) deposited with the Trustee
pursuant to Sections 4.01 or 4.04



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hereof shall be held in trust and applied by it, in accordance with the provisions of this
Indenture and of the series of Securities in respect of which it was deposited, 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,
and interest, if any, for whose payment such money has been deposited with the Trustee; but such
money need not be segregated from other funds except to the extent required by law.



     The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or U.S. Government Obligations or Equivalent Government Securities
deposited pursuant to Sections 4.01 or 4.04 hereof or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for the account of the
Holders of the Outstanding Securities.



     Anything in this Article 4 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request any money or U.S. Governmental Obligations or
Equivalent Government Securities held by it as provided in Sections 4.01 or 4.04 which, in the
opinion of a nationally recognized investment bank, appraisal firm or firm of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, (which may be the opinion delivered under Sections 4.01 or 4.04, as
applicable), are in excess of the amount thereof that would then be required to be deposited to
effect an equivalent satisfaction and discharge, Covenant Defeasance or Defeasance of the
applicable series.



     Section 4.06. Paying Agent to Repay Moneys Held. Upon the satisfaction and discharge of this
Indenture, all moneys then held by any Paying Agent of the Securities (other than the Trustee)
shall, upon demand of the Company, be repaid to it or paid to the Trustee, and thereupon such
Paying Agent shall be released from all further liability with respect to such moneys.



     Section 4.07. Return of Unclaimed Amounts. Any amounts deposited with or paid to the Trustee or
any Paying Agent or then held by the Company, in trust for payment of the principal of, premium, if
any, or interest, if any, on the Securities and not applied but remaining unclaimed by the Holders
of such Securities for two years after the date upon which the principal of, premium, if any, or
interest, if any, on such Securities, as the case may be, shall have become due and payable, shall
be repaid to the Company by the Trustee on Company Request or (if then held by the Company) shall
be discharged from such trust; and the Holder of any of such Securities shall thereafter look only
to the Company for any payment which such Holder may be entitled to collect (until such time as
such unclaimed amounts shall escheat, if at all, to the State of New York) 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. Notwithstanding the foregoing, the Trustee or Paying Agent,
before being



34









 







required to make any such repayment, may at the expense of the Company cause to be published once a
week for two successive weeks (in each case on any day of the week) in a newspaper printed in the
English language and customarily published at least once a day at least five days in each calendar
week and of general circulation in the Borough of Manhattan, in the City and State of New York, a
notice that said amounts have not been so applied and that after a date named therein any unclaimed
balance of said amounts then remaining will be promptly returned to the Company.



     Section 4.08. Reinstatement. If the Trustee is unable to apply any money in accordance with Section
4.04(a) by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s obligations under this
Indenture and the Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to Section 4.04(a) until such time as the Trustee is permitted to apply all
such money in accordance with Section 4.04(a); provided, however, that if the Company makes any
payment of principal of (and premium, if any) or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of
the Securities of such series to receive such payment from the money held by the Trustee



ARTICLE 5

Remedies




     Section 5.01. Events of Default. “Event of Default”, wherever used herein, means with respect to
any series of Securities 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 either inapplicable to a particular
series or it is specifically deleted or modified in the manner contemplated by Section 3.01:



     (a) default in the payment of any interest on any Security of such series when it becomes due
and payable, and continuance of such default for a period of 30 days; or



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



     (c) default in the payment of any sinking or purchase fund or analogous obligation when the
same becomes due by the terms of the Securities of such series and continuance of such default for
a period of 30 days; or



35









 





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



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



     (f) the consent by the Company to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or consent seeking reorganization or relief
under the Federal Bankruptcy Code or any other applicable Federal or State law, or the consent by
it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or the admission by it
in writing of its inability to pay its debts generally as they become due, or the taking of
corporate action by the Company in furtherance of any such action; or



     (g) any other Event of Default provided for with respect to the Securities of such series in
accordance with Section 3.01.



     A default under any indebtedness of the Company other than the Securities will not constitute
an Event of Default under this Indenture, and a default under one series of Securities will not
constitute a default under any other series of Securities.



     Section 5.02. Acceleration of Maturity; Rescission, and Annulment. If any Event of Default
described in Section 5.01 above (other than Event of Default described in Sections 5.01(e) and
5.01(f)) shall have occurred and be continuing with respect to any series, then and in each and
every such case, unless the



36









 







principal of all the Securities of such series shall have already become due and payable, either
the Trustee or the Holders of not less than 25% (or such other percentage provided for in
accordance with Section 3.01) in aggregate principal amount of the Securities of such series then
Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by
Holders), may declare the principal amount (or, if the Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in the terms of that
series) of all the Securities of such series and any and all accrued interest thereon to be due and
payable immediately, and upon any such declaration the same shall become and shall be immediately
due and payable, any provision of this Indenture or the Securities of such series to the contrary
notwithstanding. If an Event of Default specified in Sections 5.01(e) or 5.01(f) occurs, the
principal amount of the Securities of such series and any and all accrued interest thereon shall
immediately become and be due and payable without any declaration or other act on the party of the
Trustee or any Holder. No declaration of acceleration by the Trustee with respect to any series of
Securities shall constitute a declaration of acceleration by the Trustee with respect to any other
series of Securities, and no declaration of acceleration by the Holders of at least 25% (or such
other percentage provided for in accordance with Section 3.01) in aggregate principal amount of the
Outstanding Securities of any series shall constitute a declaration of acceleration or other action
by any of the Holders of any other series of Securities, in each case whether or not the Event of
Default on which such declaration is based shall have occurred and be continuing with respect to
more than one series of Securities, and whether or not any Holders of the Securities of any such
affected series shall also be Holders of Securities of any other such affected series.



     At any time after such a declaration of acceleration has been made with respect to the
Securities of any series and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter provided in this Article 5, the Holders of not less than a
majority (or such other percentage provided for in accordance with Section 3.01) in aggregate
principal amount of the Outstanding Securities of such series, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if all Events of Default
with respect to such series of Securities, other than the nonpayment of the principal of the
Securities of such series which have become due solely by such acceleration, have been cured or
waived as provided in Section 5.13, if such cure or waiver does not conflict with any judgment or
decree set forth in Sections 5.01(e) and 5.01(f) and if all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel have been paid.



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



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     Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company
covenants that if:



     (a) default is made in the payment of any installment of interest on any Security of any
series when such interest becomes due and payable, or



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



     (c) default is made in the payment of any sinking or purchase fund or analogous obligation
when the same becomes due by the terms of the Securities of any series, and



     (d) any such default continues for any period of grace provided in relation to such default
pursuant to Section 5.01,



then, with respect to the Securities of such series, the Company will, upon demand of the Trustee,
pay to it, for the benefit of the Holder of any such Security (or the Holders of any such series in
the case of clause (c) above), the whole amount then due and payable on any such Security (or on
the Securities of any such series in the case of clause (c) above) for principal (and premium, if
any) and interest, if any, with interest (to the extent that payment of such interest shall be
legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments
of interest, if any, at such rate or rates as may be prescribed therefor by the terms of any such
Security (or of Securities of any such series in the case of clause (c) above); and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel and all other amounts due the Trustee under Section 6.07.



     If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon the Securities of such series and
collect the money 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 any series of Securities occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein,
or to enforce any other proper remedy.



38









 





     Section 5.04. 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 of 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 overdue principal or interest) shall be entitled and empowered, by
intervention in such proceedings or otherwise,



     (a) to file and prove a claim for the whole amount of principal (or, with respect to Original
Discount Securities, such portion of the principal amount as may be specified in the terms of such
Securities), premium, if any, and interest, if any, owing and unpaid in respect of the Securities,
and to file such other papers or documents as may be necessary and advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements, and advances of the Trustee, its agents and counsel, and all other amounts due the
Trustee under Section 6.07) and of the Securityholders allowed in such judicial proceedings, and



     (b) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any receiver, assignee, trustee, liquidator, sequestrator
(or other similar official) in any such judicial proceeding is hereby authorized by each
Securityholder 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 Securityholders, 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 6.07 hereof.



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



     Section 5.05. Trustee May Enforce Claims Without Possession of Securities. All rights of action
and claims under this Indenture or the Securities of any series may be prosecuted and enforced by
the Trustee without the possession of any of the Securities of such series or the production
thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall
be brought in its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be



39









 







for the ratable benefit of the Holders of the Securities, of the series in respect of which such
judgment has been recovered.



     Section 5.06. Application of Money Collected. Any money collected by the Trustee with respect to a
series of Securities pursuant to this Article 5 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, premium, if any, or interest, if any, upon presentation of the Securities of such series
and the notation thereon of the payment, if only partially paid, and upon surrender thereof, if
fully paid:



     First: To the payment of all amounts due the Trustee under Section 6.07 hereof.



     Second: To the payment of the amounts then due and unpaid upon the Securities of that series
for principal, premium, if any, interest, if any, and additional amounts, if any, in respect of
which or for the benefit of which such money has been collected, ratably, without preference or
priority of any kind.



     Section 5.07. Limitation on Suits. No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:



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



     (b) the Holders of not less than 25% (or such other percentage provided for in accordance with
Section 3.01) in 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;



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



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



     (e) 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 Holders of Securities of such
series shall have any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of
such series, or to obtain or to seek to obtain priority or preference



40









 







over any other such Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and proportionate benefit of all the Holders of all Securities of
such series.



     Section 5.08. Unconditional Right of Securityholders to Receive Principal, Premium, and Interest.
Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal, premium, if any,
and (subject to Section 3.07) interest, if any, (and additional amounts, if any) on such Security
on or after the respective payment dates expressed in such Security (or, in the case of redemption
or repayment, on the Redemption Date or Repayment Date, as the case may be) and to institute suit
for the enforcement of any such payment on or after such respective date, and such right shall not
be impaired or affected without the consent of such Holder.



     Section 5.09. Restoration of Rights and Remedies. If the Trustee or any Securityholder has
instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding
has been discontinued or abandoned for any reason, then and in every such case the Company, the
Trustee and Securityholders shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and the Securityholders shall continue as though no such proceeding had
been instituted.



     Section 5.10. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved
to the Trustee or to the Securityholders is intended to be exclusive of any other right or remedy,
and every right or remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or remedy.



     Section 5.11. 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 5 or by law to the Trustee or to the
Securityholders may be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Securityholders, as the case may be.



     Section 5.12. Control by Securityholders. 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:



41









 





     (a) the Trustee shall have the right to decline to follow any such direction if the Trustee,
being advised by counsel, determines that the action so directed may not lawfully be taken or would
conflict with this Indenture or if the Trustee in good faith shall, by a Responsible Officer,
determine that the proceedings so directed would involve it in personal liability or be unjustly
prejudicial to the Holders not taking part in such direction, and



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



     Section 5.13. Waiver of Past Defaults. The Holders of not less than a majority in principal amount
of the Outstanding Securities of any series may, on behalf of the Holders of all the Securities of
such series, waive any past default hereunder with respect to such series and its consequences,
except a default not theretofore cured:



     (a) in the payment of principal, premium, if any, or interest, if any, on any Security of such
series, or in the payment of any sinking or purchase fund or analogous obligation with respect to
the Securities of such series, or



     (b) in respect of a covenant or provision in this Indenture which, under Article 9 hereof,
cannot be modified or amended without the consent of the Holder of each Outstanding Security of
such series.



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



     Section 5.14. 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 an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section 5.14 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Securityholder or group of
Securityholders holding in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series to which the suit relates, or to any suit instituted by any Securityholder
for the enforcement of the payment of principal, premium, if any, or interest, if any, on any
Security on or after the respective payment dates expressed in such Security (or, in the case of
redemption or repayment, on or after the Redemption Date or Repayment Date).



42









 





     Section 5.15. Waiver of Stay or Extension Laws. The Company covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law (other than any bankruptcy
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 (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.



ARTICLE 6

The Trustee




     Section 6.01. Certain Duties and Responsibilities of Trustee. (a) Except during the continuance of
an Event of Default with respect to any series of Securities,




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




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



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



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




     (i) this Subsection shall not be construed to limit the effect of Subsection (a) of
this Section 6.01;



43









 






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




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




     (iv) no provision of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.



     (d) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 6.01.



     Section 6.02. Notice of Defaults. Within 90 days after the occurrence of any default hereunder
with respect to Securities of any series, the Trustee shall transmit by mail to all Securityholders
of such series, as their names and addresses appear in the Security Register, notice of such
default hereunder known to the Trustee, 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, premium,
if any, or interest, if any, on any Security of such series or in the payment of any sinking or
purchase fund installment or analogous obligation with respect to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of the Securityholders
of such series and; provided, further, that, in the case of any default of the character specified
in Section 5.01(d) with respect to Securities of such series, no such notice to Securityholders of
such series shall be given until at least 60 days after the occurrence thereof. For the purpose of
this Section 6.02, the term “default”, with respect to Securities of any series, means any event
which is, or after notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.



     Section 6.03. Certain Rights of Trustee. Except as otherwise provided in Section 6.01 above:



44









 





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



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



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



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



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



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



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



     (h) the permissive rights of the Trustee enumerated herein shall not be construed as duties;



     (i) the Trustee may request that Company deliver an Officers’ Certificate setting forth the
name of the individuals and/or titles of Officers



45









 







authorized at such time to take specific actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any
person specified as so authorized in any such Officers’ Certificate previously delivered and not
superseded;



     (j) in no event shall the Trustee be liable, directly or indirectly, for any special, indirect
or consequential damages, even if the Trustee has been advised of the possibility of such damages;
and



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



     Section 6.04. Not Responsible for Recitals or Issuance of Securities. The recitals contained
herein and in the Securities, except the certificates of authentication, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by the Company of
Securities or the proceeds thereof.



     Section 6.05. May Hold Securities. The Trustee or any Paying Agent, Security Registrar, or other
agent of the Company, in its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 6.08 and 6.13 hereof, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Paying Agent, Security Registrar, or such
other agent.



     Section 6.06. 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 with the
Company.



     Section 6.07. Compensation and Reimbursement. The Company covenants and agrees:



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



     (b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable compensation and the
reasonable expenses



46









 







and disbursements of its agents and counsel), except any such expense, disbursement or advance
as may be attributable to its negligence or bad faith; and



     (c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on its part, arising out of or in connection with
the acceptance or administration of this trust, including the reasonable costs and expenses of
defending itself against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder.



     Without prejudice to any other rights available to the Trustee under applicable law, when the
Trustee incurs expenses or renders services in connection with an Event of Default specified in
Sections 5.01(e) and 5.01(f) above, such expenses (including the reasonable charges and expenses of
its counsel) and compensation for such services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency, reorganization, or
other similar law.



     The Trustee shall have a lien prior to the Securities upon all property and funds held or
collected by it as such for any amount owing to it or any predecessor Trustee pursuant to this
Section 6.07, except with respect to funds held in trust for the benefit of the Holders of
particular Securities.



     The provisions of this Section 6.07 shall survive the resignation or removal of the Trustee
and the satisfaction and discharge of this Indenture.



     Section 6.08. Disqualification; Conflicting Interests. If the Trustee has or shall acquire any
conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate such
interest or resign as Trustee with respect to one or more series of Securities, to the extent and
in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture.



     Section 6.09. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee
hereunder with respect to each series of Securities that shall be a corporation organized and doing
business under the laws of the United States of America or of any State or Territory thereof or of
the District of Columbia, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000, and subject to supervision or examination by
Federal or State authority, if there be such a corporation willing to act as Trustee on customary
and usual terms. If such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 6.09, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee with respect to any series of Securities shall cease to be
eligible in accordance with the provisions of this Section 6.09, it



47









 







shall resign immediately in the manner and with the effect hereinafter specified in this Article 6.



     Section 6.10. Resignation and Removal; Appointment of Successor.




     (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article 6 shall become effective until the acceptance of appointment by the
successor Trustee under Section 6.11.



     (b) The Trustee may resign with respect to any one or more series of Securities at any time by
giving at least 60 days’ written notice thereof to the Company. If an instrument of acceptance by a
successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction
for the appointment of a successor Trustee.



     (c) The Trustee may be removed with respect to any series of Securities at any time by Act of
the Holders of 66 2/3% in principal amount of the Outstanding Securities of that series, delivered
to the Trustee and to the Company.



     (d) If at any time:




     (i) the Trustee shall fail to comply with Section 6.08 above with respect to any
series of Securities after written request therefor by the Company or by any
Securityholder who has been a bona fide Holder of a Security of that series for at least
six months, or




     (ii) the Trustee shall cease to be eligible under Section 6.09 above with respect to
any series of Securities and shall fail to resign after written request therefor by the
Company or by any such Securityholder, or




     (iii) the Trustee shall become incapable of acting with respect to any series of
Securities, or




     (iv) the Trustee shall be adjudged as 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 (A) the Company may remove the
Trustee, with respect to the series or, in the case of clause (iv), with respect to all
series, or (B) subject to Section 5.14, any Securityholder 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 and the appointment of a successor Trustee with respect to the series or, in the
case of clause (iv), with respect to all series.



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     (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any
series of Securities, or if a vacancy shall occur in the office of Trustee with respect to any
series of Securities for any cause, the Company shall promptly appoint a successor Trustee for that
series of Securities. If, within one year after such resignation, removal or incapacity, or the
occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be
appointed by Act of the Holders of 66 2/3% 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, become the successor Trustee with respect
to such series and supersede the successor Trustee appointed by the Company with respect to such
series. If no successor Trustee with respect to such series shall have been so appointed by the
Company or the Securityholders of such series and accepted appointment in the manner hereinafter
provided, any Securityholder who has been bona fide Holder of a Security of that 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 such series.



     (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to any series and each appointment of a successor Trustee with respect to any series by
mailing written notice of such event by first-class mail, postage prepaid, to the Holders of
Securities of that series as their names and addresses appear in the Security Register. Each notice
shall include the name of the successor Trustee and the address of its principal Corporate Trust
Office.



     Section 6.11. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder
with respect to all series of Securities shall execute, acknowledge and deliver to the Company and
to the predecessor Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the predecessor Trustee shall become effective, and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the predecessor Trustee with respect to any such series; but, on request of the Company
or the successor Trustee, such predecessor Trustee shall, upon payment of its reasonable charges,
if any, execute and deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the predecessor Trustee, and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such predecessor Trustee hereunder.



     In case of the appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the predecessor Trustee and each successor Trustee
with respect to the Securities of any applicable series shall execute and deliver an indenture
supplemental hereto which (1) shall contain such provisions as shall be deemed necessary or
desirable to transfer and to conform to, and to vest in, each successor Trustee all the rights,



49









 







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



     Upon request of any such successor Trustee, the Company shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in the first or second preceding paragraph, as the case may be.



     No successor Trustee with respect to any series of Securities shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified and eligible with
respect to that series under this Article 6.



     Section 6.12. Merger, Conversion, Consolidation or Succession to Business. Any corporation into
which the Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the corporate trust business of
the Trustee, shall be the successor of the Trustee hereunder; provided, that such corporation shall
be otherwise qualified and eligible under this Article 6, 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 Trustee 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.



50









 





     Section 6.13. Preferential Collection of Claims Against Company. If and when the Trustee shall be
or shall become a creditor, of the Company (or of any other obligor upon the Securities), the
Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of
claims against the Company (or against any such other obligor, as the case may be).



     Section 6.14. Appointment of Authenticating Agent. At any time when any of the Securities remain
Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or
Agents with respect to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 3.06, 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. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia, authorized under such laws
to act as an Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and, if other than the Company itself, subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining authority, then for the
purposes of this Section 6.14, the combined capital and surplus of such Authenticating Agent shall
be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.14, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 6.14.



     Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent; provided, that such corporation shall be otherwise eligible under this
Section 6.14, 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, if other than the Company, to the Company. The Trustee may at any time terminate the agency of
an Authenticating Agent by



51









 







giving written notice thereof to such Authenticating Agent and, if other than the Company, to
the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of
this Section 6.14, the Trustee, with the approval of the Company, may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such
appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve, as their names and addresses appear in the
Security Register. Any successor Authenticating Agent upon acceptance of its appointment 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 6.14.



     The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 6.14.



     If an appointment with respect to one or more series is made pursuant to this Section 6.14,
the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate
of authentication, an alternate certificate of authentication in the following form:



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



	 	 	 	 	 	 	 
	 

	 	UNION BANK, N.A., as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

As Authenticating Agent
	 	     
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	     






ARTICLE 7

Securityholders’ Lists and Reports by Trustee and Company




     Section 7.01. Company to Furnish Trustee Names and Addresses of Securityholders. The Company will
furnish or cause to be furnished to the Trustee:



     (a) semiannually, not more than 15 days after January 1 and July 1, respectively in each year,
in such form as the Trustee may reasonably require, a list of the names and addresses of the
Holders of Securities of each series as of such date, and



52









 





     (b) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is
furnished; provided, that if the Trustee shall be the Security Registrar for such series, such
list shall not be required to be furnished.



     Section 7.02. Preservation of Information; Communications to Securityholders. (a) The Trustee
shall preserve, in as current a form as is reasonably practicable, the names and addresses of
Holders of Securities contained in the most recent list furnished to the Trustee as provided in
Section 7.01 and the names and addresses of Holders of Securities received by the Trustee in its
capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.



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




     (i) afford such applicants access to the information preserved at the time by the
Trustee in accordance with Section 7.02(a), or




     (ii) inform such applicants as to the approximate number of Holders of Securities of
such series or all Securities, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section 7.02(a), and
as to the approximate cost of mailing to such Securityholders the form of proxy or other
communication, if any, specified in such application.



     If the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder of a Security of
such series or to all Securityholders, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section 7.02(a), a copy of the
form of proxy or other communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such
mailing



53









 







would be contrary to the best interests of the Holders of Securities of such series or all
Securityholders, as the case may be, or would be in violation of applicable law. Such written
statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such objections or if, after
the entry of an order sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have been met and shall
enter an order so declaring, the Trustee shall mail copies of such material to all Securityholders
of such series or all Securityholders, as the case may be, with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.



     (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders of Securities in
accordance with Section 7.02(b), 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 7.02(b).



     Section 7.03. Reports by Trustee. (a) The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by
Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each May 15
following the date of this Indenture, deliver to each Holder, as provided in the Trust Indenture
Act Section 313(c), a brief report dated as of such May 15, which complies with the provisions of
such Section 313(a).



     (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange upon which any Securities are listed, with the Commission and
with the Company as required by the Trust Indenture Act Section 313(d). The Company will promptly
notify the Trustee when any Securities are listed on any stock exchange.



     Section 7.04. Reports by Company. The Company will:



     (a) file with the Trustee, within 15 days after the Company is required to file the same with
the Commission, copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission 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 said



54









 







Sections, then it will file with
the Trustee and the Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information, documents and reports
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;



     (b) 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



     (c) transmit by mail to all Securityholders, as their names and addresses appear in the
Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company pursuant to paragraphs (a)
and (b) of this Section 7.04 as may be required by rules and regulations prescribed from time to
time by the Commission.



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



ARTICLE 8

Consolidation, Merger, Conveyance or Transfer




     Section 8.01. Company May Consolidate, etc., Only on Certain Terms. The Company shall not
consolidate with or merge into any other corporation or convey or transfer all or substantially all
of its properties and assets to any Person, unless:



     (a) either the Company shall be the continuing corporation, or the corporation formed by such
consolidation or into which the Company is merged or the Person which acquires by conveyance or
transfer all or substantially all of the properties and assets of the Company shall be a
corporation organized and existing under the laws of the United States of America or any State or
the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal, premium, if any, and interest, if any, on all the Securities and the performance of
every covenant of this Indenture on the part of the Company to be performed or observed;



55









 





     (b) 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 happened and
be continuing; and



     (c) the Company has delivered to the Trustee an Opinion of Counsel as conclusive evidence that
any such consolidation, merger, conveyance or transfer and any assumption permitted or required by
this Article 8 complies with the provisions of this Article 8.



     Section 8.02. Successor Corporation Substituted. Upon any consolidation or merger, or any
conveyance or transfer of all or substantially all of the properties and assets of the Company in
accordance with Section 8.01, the successor corporation formed by such consolidation or into which
the Company is merged or the Person to which such conveyance or transfer 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 corporation had been named as the Company herein and the
Company shall thereupon be released from all obligations hereunder and under the Securities. Such
successor corporation thereupon may cause to be signed and may issue any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to
all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously shall have been signed and delivered
by the officers of the Company to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Securities had been issued at the date of the
execution hereof.



     In case of any such consolidation, merger, sale or conveyance such changes in phraseology and
form (but not in substance) may be made in the Securities thereafter to be issued as may be
appropriate.



ARTICLE 9

Supplemental Indentures




     Section 9.01. Supplemental Indentures Without Consent of Securityholders. Without the consent of
the Holders of any Securities, the Company and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto (which shall conform to the provisions of the
TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of
the following purposes:



56









 





     (a) to evidence the succession of another corporation to the Company, or successive
successions, and the assumption by any such successor of the covenants, agreements and obligations
of the Company pursuant to Article 8 hereof; or



     (b) to add to the covenants of the Company such further covenants, restrictions or conditions
for the protection of the Holders of the Securities of any or all series as the Company and the
Trustee shall consider to be for the protection of the Holders of the Securities of any or all
series or to surrender any right or power herein conferred upon the Company (and if such covenants
or the surrender of such right or power are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included or such surrenders are
expressly being made solely for the benefit of one or more specified series); or



     (c) to cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein or in any supplemental indenture, or to make any other
provisions with respect to matters or questions arising under this Indenture that do not adversely
affect the interests of the Holders of Securities of any series in any material respect; or



     (d) to add to this Indenture such provisions as may be expressly permitted by the TIA,
excluding, however, the provisions referred to in Section 316(a)(2) of the TIA as in effect at the
date as of which this instrument is executed or any corresponding provision in any similar federal
statute hereafter enacted; or



     (e) to add guarantors or co-obligors with respect to any series of Securities; or



     (f) to secure any series of Securities; or



     (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the
issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms
thereof, and/or to add to the rights of the Holders of the Securities of any series; or



     (h) to evidence and provide for the acceptance of appointment by another corporation as a
successor Trustee hereunder with respect to one or more series of Securities 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 Section 6.11
hereof; or



     (i) to add any additional Events of Default in respect of the Securities of any or all series
(and if such additional Events of Default are to be in respect of less than all series of
Securities, stating that such Events of Default are expressly being included solely for the benefit
of one or more specified series); or



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     (j) to comply with the requirements of the Commission in connection with the qualification of
this Indenture under the TIA; or



     (k) to make any change in any series of Securities that does not adversely affect in any
material respect the interests of the Holders of such Securities.



     Section 9.02. Supplemental Indentures With Consent of Securityholders. With the consent of the
Holders of not less than a majority in principal amount of the Outstanding Securities of each
series affected by such supplemental indenture or indentures, by Act of said Holders delivered to
the Company and the Trustee, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of
each such series under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected thereby:



     (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or
interest payable on any Security, or reduce the principal amount thereof, or any amount of interest
or premium payable thereon, or



     (b) change the method of computing the amount of principal of any Security or any interest
payable thereon on any date, or change any Place of Payment where, or the coin or currency in
which, any Security or any payment of premium or interest thereon is payable, or



     (c) impair the right to institute suit for the enforcement of any payment described in clauses
(a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case
of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may
be; or



     (d) change or waive the redemption or repayment provisions of any series;



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



     (f) modify any of the provisions of this Section 9.02 or Sections 5.13 or 10.06, except to
increase any such percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding Security affected
thereby; provided, however, that



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this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Sections 9.02 and Section 10.06, or the deletion of this proviso, in accordance with the
requirements of Sections 6.11 and 9.01(h); or



     (g) adversely affect the ranking or priority of any series;



     (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the
Securities or this Indenture, except in compliance with the terms of this Indenture; or



     (i) waive any Event of Default pursuant to Sections 5.01(a), 5.01(b) or 5.01(c) hereof with
respect to such Security.



     A supplemental indenture that changes or eliminates any covenant or other provision of this
Indenture that has expressly been included solely for the benefit of one or more particular series
of Securities, or that 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 Securityholders under this Section 9.02 to approve
the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.



     Section 9.03. Execution of Supplemental Indentures. Upon request of the Company and upon filing
with the Trustee of evidence of an Act of Securityholders as aforementioned, the Trustee shall join
with the Company in the execution of such supplemental indenture unless such supplemental indenture
affects the Trustee’s own rights, powers, trusts, 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. In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article 9 or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01)
shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.



     Section 9.04. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture
under this Article 9, this Indenture shall be and be deemed to be modified and amended in
accordance therewith, and such supplemental indenture shall form a part of this Indenture for all
purposes; and the respective rights, limitation of rights, duties, powers, trusts and immunities
under this Indenture of the Trustee, the Company, and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be determined, exercised and enforced
thereunder to the extent provided therein.



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     Section 9.05. Conformity With the Trust Indenture Act. Every supplemental indenture executed
pursuant to this Article 9 shall conform to the requirements of the TIA as then in effect.



     Section 9.06. Reference in Securities to Supplemental Indentures. Securities of any series
authenticated and delivered after the execution of any supplemental indenture pursuant to this
Article 9 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 so modified as to conform, in the opinion of the Trustee and the Company,
to any modification of this Indenture contained in any such supplemental indenture may be prepared
and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.



ARTICLE 10

Covenants




     Section 10.01. Payment of Principal, Premium and Interest. With respect to each series of
Securities, the Company will duly and punctually pay or cause to be paid the principal, premium, if
any, and interest, if any, on such Securities in accordance with their terms and this Indenture,
and will duly comply with all the other terms, agreements and conditions contained in the Indenture
for the benefit of the Securities of such series.



     Section 10.02. Maintenance of Office or Agency. So long as any of the Securities remain
outstanding, the Company will maintain an office or agency in each Place of Payment where
Securities may be presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and of any change in the location, of such office or agency.
If at any time the Company shall fail to maintain such 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 and its agent to receive all such presentations, surrenders, notices and demands.



     Section 10.03. Money or Security Payments to Be Held in Trust. If the Company shall at any time
act as its own Paying Agent for any series of Securities, it will, on or before each due date of
the principal, premium, if any, or interest, if any, on any of the Securities of such series,
segregate and hold in trust for the benefit of the Holders of the Securities of such series a sum
sufficient to pay such principal, premium, or interest so becoming due until such sums shall be



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paid to such Holders of such Securities or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its action or failure so to act.



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



     The Company will cause each Paying Agent other than the Trustee for any series of Securities
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 10.03, that such Paying Agent will:



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



     (b) 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 such payment of principal, premium, if any, or
interest, if any, on the Securities of such series; and



     (c) 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 with respect to any series of Securities 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 in respect of each and every series of Securities as to which it seeks to
discharge this Indenture or, if for any other purpose, all sums so held in trust by the Company in
respect of all Securities, such sums to be held by the Trustee upon the same trusts as those upon
which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further liability with respect
to such money.



     Section 10.04. Certificate to Trustee. The Company will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company (beginning in 2010), an Officers’ Certificate, one
of whose signatories shall be the Company’s principal executive, accounting or financial officer,
stating that in the course of the performance by the signers of their duties as officers of the
Company they would normally have knowledge of any default by the Company in the performance of any
of its covenants, conditions or agreements contained



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herein (without regard to any period of grace or requirement of notice provided hereunder), stating
whether or not they have knowledge of any such default and, if so, specifying each such default of
which the signers have knowledge and the nature thereof.



     Section 10.05. Corporate Existence. Subject to Article 8 the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate existence.



     Section 10.06. Waiver of Certain Covenants. The Company may omit in respect of any series of
Securities, in any particular instance, to comply with any covenant or condition set forth in
Section 10.07 or 10.08, if before or after the time for such compliance the Holders of at least a
majority in principal amount of the Securities at the time Outstanding of such series shall, by Act
of such Securityholders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition; provided, that no waiver by the Holders of the
Securities of such series shall extend to or affect such covenant or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition shall remain in full
force and effect.



     Section 10.07. Limitation on Liens. Unless otherwise provided in a particular series of
Securities, so long as any of the senior Securities shall be Outstanding, neither the Company nor
any Restricted Subsidiary of the Company will incur, suffer to exist, or guarantee any Debt,
secured by a mortgage, pledge or lien (a “Lien”) on any Principal Property or on any shares of
stock of (or other interests in) any Restricted Subsidiary of the Company unless the Company or
such first mentioned Restricted Subsidiary secures or the Company causes such Restricted Subsidiary
to secure the senior Securities (and any other Debt of the Company or such Restricted Subsidiary,
at the option of the Company or such Restricted Subsidiary, as the case may be, not subordinate to
the senior Securities), equally and ratably with (or prior to) such secured Debt, for so long as
such secured Debt shall be so secured. This restriction will not, however, apply to Debt secured
by:



     (a) Liens existing prior to the issuance of the applicable senior Securities hereunder;



     (b) Liens on property of or shares of stock of (or other interests in) any Entity existing at
the time such Entity becomes a Restricted Subsidiary of the Company;



     (c) Liens on property of or shares of stock of (or other interests in) any Entity existing at
the time of acquisition thereof (including acquisition through merger or consolidation);




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     (d) Liens securing the payment of all or any part of the purchase price of any property or
shares of stock of (or other interests in) any Entity or the cost of construction of such property
(or additions, repairs, alterations, or improvements thereto),



     (e) Liens securing indebtedness incurred to finance all or any part of the purchase price of
any property or shares of stock of (or other interests in) any Entity or the cost of construction
of such property (or additions, repairs, alterations or improvements thereto), provided that such
Lien and the indebtedness secured thereby are incurred prior to, at the time of, or within 180 days
after the later of the acquisition, the completion of construction (or addition, repair, alteration
or improvement) or the commencement of full operation of such property or within 180 days after the
acquisition of such shares (or other interests);



     (f) Liens in favor of the Company or any of its Restricted Subsidiaries;



     (g) Liens in favor of, or required by contracts with, governmental entities; or



     (h) any extension, renewal, or refunding referred to in any of the preceding clauses (a)
through (g).



     Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may incur,
suffer to exist or guarantee any Debt secured by a Lien on any Principal Property or on any shares
of stock of (or other interests in) any Restricted Subsidiary of the Company if, after giving
effect thereto, and together with the value of Attributable Debt outstanding pursuant to Section
10.08(b), the aggregate amount of such Debt does not exceed 15% of Consolidated Net Tangible Assets
of the Company.



     The transfer of a Principal Property to an Unrestricted Subsidiary or the change in
designation of a Subsidiary which owns a Principal Property from Restricted Subsidiary to
Unrestricted Subsidiary shall not be restricted.



     Section 10.08. Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and will
not permit any of its Restricted Subsidiaries to, sell or transfer, directly or indirectly, except
to the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or
any substantial portion thereof, with the intention of taking back a lease of all or substantial
part of such property, except a lease for a period of three years or less at the end of which it is
intended that the use of such property by the lessee will be discontinued; provided; that,
notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may sell a
Principal Property (as such term is defined with respect to the Company) and lease it back for a
period longer than three years (i) if the Company or such Restricted Subsidiary would be entitled,
pursuant to Section 10.07, to create a Lien on the property to be leased securing Debt in an



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amount equal to the Attributable Debt with respect to the sale and lease-back transaction without
equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds of such
sale and lease-back transactions are at least equal to the fair value (as determined by a Board
Resolution) of such property and (B) the Company causes an amount equal to the net proceeds of such
sale and lease-back transactions to be applied within 180 days of such sale and lease-back
transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding
Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory
prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its
Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt
owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after
its creation or matures less than 12 months after its creation but by its terms being renewable or
extendible, at the option of the obligor in respect thereof, beyond 12 months from its creation or
(iii) the purchase, construction, development, expansion or improvement of other comparable
property.



     (b) Notwithstanding Section 10.08(a), the Company or any Restricted Subsidiary of the Company
may enter into sale and lease-back transactions in addition to those permitted by Section 10.08(a),
and without any obligation to retire any outstanding Debt or to any purchase property or assets;
provided, that at the time of entering into such sale and lease-back transactions and after giving
effect thereto, the Attributable Debt with respect to such transaction, together with all Debt
outstanding pursuant to the second paragraph of Section 10.07, without duplication, does not exceed
15% of Consolidated Net Tangible Assets of the Company.



ARTICLE 11

Redemption of Securities




     Section 11.01. Applicability of Article. The Company may reserve the right to redeem and pay
before the Scheduled Maturity Date all or any part of the Securities of any series, either by
optional redemption, sinking or purchase fund or analogous obligation or otherwise, by provision
therefor in the form of Security for such series established and approved pursuant to Sections 2.02
and 2.03 or as otherwise provided in Section 3.01, and on such terms as are specified in such form
or in the indenture supplemental hereto with respect to Securities of such series as provided in
Section 3.01. Redemption of Securities of any series shall be made in accordance with the terms of
such Securities and, to the extent that this Article 11 does not conflict with such terms, the
succeeding Sections of this Article 11.



     Section 11.02. Election to Redeem; Notice to Trustee. In case of any redemption at the election of
the Company, 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



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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 Officers’ Certificate evidencing
compliance with such restriction or condition.



     Section 11.03. Selection by Trustee of Securities to be Redeemed. If fewer than all the Securities
of any series 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, by such method as the Trustee shall deem fair and
appropriate, which may include provision for the selection for redemption of portions of the
principal of Securities of such series of a denomination larger than the minimum authorized
denomination for Securities of that series. Unless otherwise provided in the terms of a particular
series of Securities, the portions of the principal of Securities so selected for partial
redemption shall be equal to the minimum authorized denomination of the Securities of such series,
or an integral multiple thereof, and the principal amount which remains outstanding shall not be
less than the minimum authorized denomination for Securities of such series.



     The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Security 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 Security redeemed or to
be redeemed only in part, to the portion of the principal of such Security which has been or is to
be redeemed.



     Section 11.04. Notice of Redemption. Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not fewer than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his or her address appearing in the Security Register
on the applicable Record Date.



     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 fewer than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal amounts) of the
Securities to be redeemed, from the Holder to whom the



65









 







notice is given and that on and after the date fixed for redemption, upon surrender of such
Security, a new Security or Securities of the same series in the aggregate principal amount equal
to the unredeemed portion thereof will be issued in accordance with Section 11.07;



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



     (5) the place where such Securities are to be surrendered for payment of the Redemption Price,
which shall be the office or agency maintained by the Company in the Place of Payment pursuant to
Section 10.02 hereof; and



     (6) that the redemption is on account of a sinking or purchase fund, or other analogous
obligation, if that be the case.



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



     Section 11.05. Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to
pay the Redemption Price of all the Securities which are to be redeemed on that date.



     Section 11.06. Securities Payable on Redemption Date. Notice of Redemption having been given as
aforesaid, the Securities to be redeemed shall, on the Redemption Date, become due and payable at
the Redemption Price therein specified and from and after such date (unless the Company shall
default in the payment of the Redemption Price) such Securities shall cease to bear interest. Upon
surrender of such Securities for redemption in accordance with the notice, such Securities shall be
paid by the Company at the Redemption Price. Any installment of interest due and payable on or
prior to the Redemption Date shall be payable to the Holders of such Securities registered as such
on the relevant Record Date according to the terms and the provisions of Section 3.07 above;
unless, with respect to an Interest Payment Date that falls on a Redemption Date, such Securities
provide that interest due on such date is to be paid to the Person to whom principal is payable.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate
borne by the Security, or as otherwise provided in such Security.



     Section 11.07. Securities Redeemed in Part. Any Security that is to be redeemed only in part shall
be surrendered at the office or agency maintained by



66









 







the Company in the Place of Payment pursuant to Section 10.02 hereof with respect to that series
(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 and at the expense
of the Company, a new Security or Securities of the same series, tenor, terms and Scheduled
Maturity Date, of any authorized denomination as requested by such Holders in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Security so
surrendered.



     Section 11.08. Provisions with Respect to any Sinking Funds. Unless the form or terms of any
series of Securities shall provide otherwise, in lieu of making all or any part of any mandatory
sinking fund payment with respect to such series of Securities in cash, the Company may at its
option (a) deliver to the Trustee for cancellation any Securities of such series theretofore
acquired by the Company, or (b) receive credit for any Securities of such series (not previously so
credited) acquired or redeemed by the Company (other than through operation of a mandatory sinking
fund) and theretofore delivered to the Trustee for cancellation, and if it does so then: (i)
Securities so delivered or credited shall be credited at the applicable sinking fund Redemption
Price with respect to Securities of such series, and (ii) on or before the 60th day next preceding
each sinking fund Redemption Date with respect to such series of Securities, the Company will
deliver to the Trustee (A) an Officers’ Certificate specifying the portions of such sinking fund
payment to be satisfied by payment of cash and by the delivery or credit of Securities of such
series acquired or redeemed by the Company, and (B) such Securities, to the extent not previously
surrendered. Such Officers’ Certificate shall also state the basis for any such credit and that the
Securities for which the Company elects to receive credit have not been previously so credited and
were not acquired by the Company through operation of the mandatory sinking fund, if any, provided
with respect to such Securities and shall also state that no Event of Default with respect to
Securities of such series has occurred and is continuing. All Securities so delivered to the
Trustee shall be canceled by the Trustee and no Securities shall be authenticated in lieu thereof.



     If the sinking fund payment or payments (mandatory or optional) with respect to any series of
Securities made in cash plus any unused balance of any preceding sinking fund payments with respect
to Securities of such series made in cash shall exceed $50,000 (or a lesser sum if the Company
shall so request), unless otherwise provided by the terms of such series of Securities, that cash
shall be applied by the Trustee on the sinking fund Redemption Date with respect to Securities of
such series next following the date of such payment to the redemption of Securities of such series
at the applicable sinking fund Redemption Price with respect to Securities of such series, together
with accrued interest, if any, to the date fixed for redemption, with the effect provided in
Section 11.06.



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The Trustee shall select, in the manner provided in Section 11.03, for redemption on such
sinking fund Redemption Date a sufficient principal amount of Securities of such series to utilize
that cash and shall thereupon cause notice of redemption of the Securities of such series for the
sinking fund to be given in the manner provided in Section 11.04 (and with the effect provided in
Section 11.06) for the redemption of Securities in part at the option of the Company. Any sinking
fund moneys not so applied or allocated by the Trustee to the redemption of Securities of such
series shall be added to the next cash sinking fund payment with respect to Securities of such
series received by the Trustee and, together with such payment, shall be applied in accordance with
the provisions of this Section 11.08. Any and all sinking fund moneys with respect to Securities of
any series held by the Trustee at the Maturity of Securities of such series, and not held for the
payment or redemption of particular Securities of such series, shall be applied by the Trustee,
together with other moneys, if necessary, to be deposited sufficient for the purpose, to the
payment of the principal of the Securities of such series at Maturity.



     On or before each sinking fund Redemption Date provided with respect to Securities of any
series, the Company shall pay to the Trustee in cash a sum equal to all accrued interest, if any,
to the date fixed for redemption on Securities to be redeemed on such sinking fund Redemption Date
pursuant to this Section 11.08.



     The Trustee shall not redeem any Securities with sinking fund moneys or give any notice of
redemption of Securities by operation of the applicable sinking fund during the continuance of a
default in payment of interest on Securities of such series or of any Event of Default with respect
to such series, except that if the notice of redemption of any Securities shall theretofore have
been mailed in accordance with the provisions hereof, the Trustee shall redeem such Securities if
cash sufficient for that purpose shall be deposited with the Trustee for that purpose in accordance
with the terms of this Article 11. Except as aforesaid, any moneys in the sinking fund with respect
to Securities of any series at the time when any such default or Event of Default with respect to
such series shall occur, and any moneys thereafter paid into such sinking fund shall, during the
continuance of such default or Event of Default with respect to such series, be held as security
for the payment of all Securities of such series; provided, however, that in case such default or
Event of Default with respect to such series shall have been cured or waived as provided herein,
such moneys shall thereafter be applied on the next sinking fund payment date on which such moneys
may be applied pursuant to the provisions of this Section 11.08.



ARTICLE 12

Repayment at Option of Holders




     Section 12.01. Applicability of Article. Repayment of Securities of any series before their
Scheduled Maturity Date at the option of Holders thereof shall be made in accordance with the terms
of such Securities and (except as otherwise



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specified as contemplated by Section 3.01 for Securities of any series) in accordance with this
Article 12.



     Section 12.02. Repayment of Securities. Securities of any series subject to repayment in whole or
in part at the option of the Holders thereof will, unless otherwise provided in the terms of such
Securities, be repaid at a price equal to the principal amount thereof, together with interest
thereon accrued to the Repayment Date specified in the terms of such Securities. On or before the
Repayment Date, the Company will deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section
10.03) an amount of money sufficient to pay the Repayment Price of all the Securities which are to
be repaid on such date.



     Section 12.03. Exercise of Option. Securities of any series subject to repayment at the option of
the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of such
Securities. To be repaid at the option of the Holder, any Security so providing for such repayment,
with the “Option to Elect Repayment” form on the reverse of such Security duly completed by the
Holder, must be received by the Company at the Place of Payment therefor specified in the terms of
such Security (or at such other place or places of which the Company shall from time to time notify
the Holders of such Securities) not earlier than 30 days nor later than 15 days prior to the
Repayment Date. If less than the entire principal amount of such Security is to be repaid in
accordance with the terms of such Security, the principal amount of such Security to be repaid, in
increments of $1,000 unless otherwise specified in the terms of such Security, and the denomination
or denominations of the Security or Securities to be issued to the Holder for the portion of the
principal amount of such Security surrendered that is not to be repaid must be specified. The
principal amount of any Security providing for repayment at the option of the Holder thereof may
not be repaid in part, if, following such repayment, the unpaid principal amount of such Security
would be less than the minimum authorized denomination of Securities of the series of which such
Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security
providing for repayment at the option of the Holder thereof, exercise of the repayment option by
the Holder shall be irrevocable unless waived by the Company.



     Section 12.04. When Securities Presented for Repayment Become Due and Payable. If Securities of
any series providing for repayment at the option of the Holders thereof shall have been surrendered
as provided in this Article 12 and as provided by the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and payable and shall be
paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date
(unless the Company shall default in the payment of such Securities on such Repayment Date)
interest on such Securities or the portions thereof, as the case may be, shall cease to accrue.



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     Section 12.05. Securities Repaid in Part. Upon surrender of any Security which is to be repaid in
part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder
of such Security, without service charge and at the expense of the Company, a new Security or
Securities of the same series, tenor, terms and Scheduled Maturity Date, of any authorized
denomination specified by the Holder, in an aggregate principal amount equal to and in exchange for
the portion of the principal of such Security so surrendered which is not to be repaid.



ARTICLE 13

Subordination of Subordinated Securities




     Section 13.01. Agreement to Subordinate. The Company covenants and agrees, and each Holder of
any Subordinated Security issued hereunder by his acceptance thereof, whether upon original issue
or upon transfer or assignment, likewise covenants and agrees, that the principal of (and premium,
if any) and interest on each and all of the Subordinated Securities issued hereunder are hereby
expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment
to the prior payment in full of all Senior Indebtedness.



     Section 13.02. Payment on Dissolution, Liquidation or Reorganization; Default on Senior
Indebtedness.



     Upon any payment or distribution of assets or securities of the Company of any kind or
character, whether in cash, property or securities, upon any dissolution or winding up or total or
partial liquidation or reorganization of the Company, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other similar proceedings, or upon any assignment for the
benefit of creditors or any other marshalling of the assets and liabilities of the Company or
otherwise, all principal of (and premium, if any) and interest then due upon all Senior
Indebtedness shall first be paid in full, or payment thereof provided for in money or money’s
worth, before the Holders of the Subordinated Securities or the Trustee on their behalf shall be
entitled to receive any assets or securities (other than shares of stock of the Company as
reorganized or readjusted or securities of the Company or any other corporation provided for by a
plan of reorganization or readjustment, junior to, or the payment of which is subordinated at least
to the extent provided in this Article 13 to the payment of, all Senior Indebtedness which may at
the time be outstanding or any securities issued in respect thereof under any such plan of
reorganization or readjustment) in respect of the Subordinated Securities (for principal, premium
or interest). Upon any such dissolution or winding up or liquidation or reorganization, any payment
or distribution of assets or securities of the Company of any kind or character, whether in cash,
property or securities (other than as aforesaid), to which the Holders of the Subordinated
Securities or the Trustee on their behalf would be entitled, except for the provisions of this
Article 13, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or



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other person making such payment or distribution, direct to the holders of Senior Indebtedness or
their representatives to the extent necessary to pay all Senior Indebtedness in full, in money or
money’s worth, after giving effect to any concurrent payment or distribution to or for the holders
of Senior Indebtedness. In the event that, notwithstanding the foregoing, the Trustee or the Holder
of any Subordinated Security shall, under the circumstances described in the two preceding
sentences, have received any payment or distribution of assets or securities of the Company of any
kind or character, whether in cash, property or securities (other than as aforesaid) before all
Senior Indebtedness is paid in full or payment thereof provided for in money or money’s worth, and
if such fact shall then have been made known to the Trustee or, as the case may be, such Holder,
then such payment or distribution of assets or securities of the Company shall be paid over or
delivered forthwith to the receiver, trustee in bankruptcy, liquidating trustee, agent or other
person making payment or distribution of assets or securities of the Company for application to the
payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.



     Subject to the payment in full of all Senior Indebtedness, the Holders of the Subordinated
Securities (together with the holders of any indebtedness of the Company which is subordinate in
right of payment to the payment in full of all Senior Indebtedness and which is not subordinate in
right of payment to the Subordinated Securities) shall be subrogated to the rights of the holders
of Senior Indebtedness to receive payments or distribution of assets or securities of the Company
applicable to Senior Indebtedness until the principal of (and premium, if any) and interest on the
Senior Indebtedness shall be paid in full. No such payments or distributions applicable to Senior
Indebtedness shall, as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders of the Subordinated Securities, be deemed to be a payment by the
Company to or on account of the Subordinated Securities, it being understood that the provisions of
this Article 13 are and are intended solely for the purpose of defining the relative rights of the
Holders of the Subordinated Securities, on the one hand, and the holders of Senior Indebtedness, on
the other hand. Nothing contained in this Article 13 or elsewhere in this Indenture or in the
Subordinated Securities is intended to or shall impair, as between the Company and the Holders of
Subordinated Securities, the obligation of the Company, which is unconditional and absolute, to pay
to the Holders of the Subordinated Securities the principal of (and premium, if any) and interest
on the Subordinated Securities as and when the same shall become due and payable in accordance with
their terms, or to affect (except to the extent specifically provided above in this paragraph) the
relative rights of the Holders of the Subordinated Securities and creditors of the Company other
than the holders of Senior Indebtedness. Nothing contained herein shall prevent the Trustee or the
Holder of any Subordinated Security from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, subject to the rights, if any, under this Article 13, of the
holders of



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Senior Indebtedness in respect of assets or securities of the Company of any kind or character,
whether cash, property or securities, received upon the exercise of any such remedy.



     Upon any payment or distribution of assets or securities of the Company referred to in this
Article 13, the Trustee and the Holders of the Subordinated Securities shall be entitled to rely
upon any order or decree of a court of competent jurisdiction in which such dissolution, winding
up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or
distribution, delivered to the Trustee or to the Holders of the Subordinated Securities for the
purpose of ascertaining the persons entitled to participate in such distribution, the holders of
Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article 13.



     If:



     (i) there shall have occurred a default in the payment on account of the


principal of (or premium, if any) or interest on or other monetary amounts due and payable on any
Senior Indebtedness, or



     (ii) any other default shall have occurred concerning any Senior Indebtedness which permits
the holder or holders thereof to accelerate the maturity of such Senior Indebtedness following
notice, the lapse of time, or both, or



     (iii) during any time Senior Indebtedness is outstanding, the principal of, and accrued
interest on, any series of Subordinated Securities shall have been declared due and payable upon an
Event of Default pursuant to Section 5.02 hereof (and such declaration shall not have been
rescinded or annulled pursuant to this Indenture);



then, unless and until such default shall have been cured or waived or shall have ceased to exist,
or such declaration shall have been waived, rescinded or annulled, no payment shall be made by the
Company on account of the principal (or premium, if any) or interest on the Subordinated
Securities.



     The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a representative of such holder or a
trustee under any indenture under which any instruments evidencing any such Senior Indebtedness may
have been issued) to establish that such notice has been given by a holder of such Senior
Indebtedness or such representative or trustee on behalf of such holder. In the event that the
Trustee determines in good faith that further evidence is required with respect to



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the right of any Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article 13, the Trustee may request such Person to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
Person, the extent to which such Person is entitled to participate in such payment or distribution
and any other facts pertinent to the right of such Person under this Article 13, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment or distribution.



     Section 13.03. Payment Prior to Dissolution or Default. Nothing contained in this Article 13 or
elsewhere in this Indenture, or in any of the Subordinated Securities, shall prevent (a) the
Company, at any time except under the conditions described in Section 13.02 or during the pendency
of any dissolution or winding up or total or partial liquidation or reorganization proceedings
therein referred to, from making payments at any time of principal of (or premium, if any) or
interest on Subordinated Securities or from depositing with the Trustee or any Paying Agent moneys
for such payments, or (b) the application by the Trustee or any Paying Agent of any moneys
deposited with it under this Indenture to the payment of or on account of the principal of (or
premium, if any) or interest on Subordinated Securities to the Holders entitled thereto if such
payment would not have been prohibited by the provisions of Section 13.02 on the day such moneys
were so deposited.



     Notwithstanding the provisions of Section 13.01 or any other provision of this Indenture, the
Trustee and any Paying Agent shall not be charged with knowledge of the existence of any Senior
Indebtedness, or of the occurrence of any default with respect to Senior Indebtedness of the
character described in Section 13.02, or of any other facts which would prohibit the making of any
payment of moneys to or by the Trustee or such Paying Agent, unless and until the Trustee shall
have received, no later than three Business Days prior to such payment, written notice thereof from
the Company or from a holder of such Senior Indebtedness and the Trustee shall not be affected by
any such notice which may be received by it on or after such third Business Day.



     Section 13.04. Securityholders Authorize Trustee to Effectuate Subordination of Securities. Each
Holder of Subordinated Securities by his or her acceptance thereof authorizes and expressly directs
the Trustee on his or her behalf to take such action in accordance with the terms of this Indenture
as may be necessary or appropriate to effectuate the subordination provisions contained in this
Article 13 and to protect the rights of the Holders of Subordinated Securities pursuant to this
Indenture, and appoints the Trustee his or her attorney-in-fact for such purpose.



     Section 13.05. Right of Trustee to Hold Senior Indebtedness. The Trustee shall be entitled to all
of the rights set forth in this Article 13 in respect of any



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Senior Indebtedness at any time held by it to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall be construed to deprive the Trustee of any of its
rights as such holder.



     Section 13.06. Article 13 Not to Prevent Events of Default. The failure to make a payment on
account of principal of, premium, if any, or interest on the Subordinated Securities by reason of
any provision of this Article 13 shall not be construed as preventing the occurrence of an Event of
Default under Section 5.01 or an event which with the giving of notice or lapse of time, or both,
would become an Event of Default or in any way prevent the Holders of Subordinated Securities from
exercising any right hereunder other than the right to receive payment on the Subordinated
Securities.



     Section 13.07. No Fiduciary Duty of Trustee to Holders of Senior Indebtedness. The Trustee shall
not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be
liable to any such holders (other than for its willful misconduct, bad faith or negligence) if it
shall in good faith mistakenly pay over or distribute to the Holders of Subordinated Securities or
the Company or any other Person, cash, property or securities to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article 13 or otherwise. Nothing in this Section
13.07 shall affect the obligation of any other such Person to hold such payment for the benefit of,
and to pay such payment over to, the holders of Senior Indebtedness or their representative.
Nothing in this Article 13 shall apply to claims of, or payments to, the Trustee under or pursuant
to Section 6.07 of the Indenture.



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




	 	 	 	 	 
	 	ITT Corporation

 	 
	 	By:  	/s/  Donald E. Foley	 
	 	 	Name:  	Donald E. Foley	 
	 	 	Title:  	Senior Vice President and Treasurer	 
	 



	 	 	 	 	 
	 	UNION BANK, N.A., as Trustee

 	 
	 	By:  	/s/  Valerie Crain	 
	 	 	Name:  	Valerie Crain	 
	 	 	Title:  	Vice President	 



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	State of New York
	 	 
	 

	 	ss.:
	County of New York
	 	 






     On
the 1st
day of May 2009 before me personally came Valerie Crain to me known,
who, being by me duly sworn, did depose and say that he/she resides at 551 Madison Avenue,
11th
Floor, New York, New York 10022; that he/she is a Vice President of UNION
BANK, N.A., one of the parties described in and which executed the above instrument; and that
he/she signed his/her name thereto by authority of the board of directors of said corporation.



	 	 	 	 	 
	 

	 	Name   /s/ 
Amarilys Katy Barbosa	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Notary Public, State of New York	 	 
	 

	 	No. 01BA61840432	 
	 

	 	Qualified in New York	 
	 

	 	Commission Expires January 14, 2012	 	 






[Notarial Seal]




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	State of New York
	 	 
	 

	 	ss.:
	County
of Westchester
	 	 






     On
the 1st
day of May 2009 before me personally came Donald E. Foley, to me known,
who, being by me duly sworn, did depose and say that he/she resides
at 12 Mead Mews, Cos Cob, Connecticut; that he/she is the Senior Vice President and
Treasurer of ITT Corporation, one of
the parties described in and which executed the above instrument; and that he/she signed his/her
name thereto by authority of the board of directors of said corporation.



	 	 	 
	 

	 	Name  /s/ Margaret
A. Bersito
	 
	 	 
	 

	 	 
	 

	 	Notary Public, State of New York
	 

	 	No. 01BE5062043

Qualified in Westchester County
	 

	 	Commission Expires June 17,
2010






[Notarial Seal]





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