EX-4.2 FORM OF SUBORDINATED DEBT INDENTURE






Exhibit 4.2




AFLAC INCORPORATED,

AS ISSUER




AND




THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.,

AS TRUSTEE




SUBORDINATED INDENTURE




Dated as of [  ]




 









 





CROSS REFERENCE SHEET*



Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of [   ] between Aflac
Incorporated, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee:




	 	 	 
	Section of the Act	 	Section of Indenture
	310

	 	 11.7
	310(a)(1) and (2)

	 	6.9 and 6.10
	310(a)(3) and (4)

	 	Inapplicable
	310(b)

	 	6.10(2), 6.11 and 6.12
	310(b)(1)

	 	 6.8
	310(c)

	 	Inapplicable
	311

	 	 11.7
	311(a)

	 	 6.13
	311(b)

	 	 6.13
	311(c)

	 	Inapplicable
	312

	 	4.1 and 11.7
	312(a)

	 	Inapplicable
	312(b)

	 	Inapplicable
	312(c)

	 	Inapplicable
	313

	 	 11.7
	313(a)

	 	 4.3
	313(b)(1)

	 	Inapplicable
	313(b)(2)

	 	Inapplicable
	313(c)

	 	4.3 and 5.11
	313(c)(2)

	 	6.10, 6.11, 8.2(5) and 12.2
	313(d)

	 	Inapplicable
	314

	 	Inapplicable
	314(a)

	 	Inapplicable
	314(b)

	 	Inapplicable
	314(c)(1) and (2)

	 	Inapplicable
	314(c)(3)

	 	Inapplicable
	314(d)

	 	Inapplicable
	314(e)

	 	Inapplicable
	314(f)

	 	Inapplicable
	315

	 	6.1 and 11.7
	315(a), (c) and (d)

	 	Inapplicable
	315(e)

	 	 6.10(2)
	316

	 	 11.7
	316(a)(1)

	 	Inapplicable
	316(a)(2)

	 	Inapplicable
	316(a)(last sentence)

	 	Inapplicable
	316(b)

	 	Inapplicable
	317

	 	 11.7
	317(a)

	 	Inapplicable
	317(b)

	 	Inapplicable
	318

	 	 11.7
	318(a)

	 	Inapplicable








 




			
	*	 	This Cross Reference Sheet is not part of the Indenture.





 









 







TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	     Section 1.1
	 	Certain Terms Defined	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II SECURITIES	 	 	6	 
	 
	 	 	 	 	 	 
	     Section 2.1
	 	Forms Generally	 	 	6	 
	     Section 2.2
	 	Form of Trustee's Certificate of Authentication	 	 	7	 
	     Section 2.3
	 	Amount Unlimited; Issuable in Series	 	 	7	 
	     Section 2.4
	 	Authentication and Delivery of Securities	 	 	9	 
	     Section 2.5
	 	Execution of Securities	 	 	10	 
	     Section 2.6
	 	Certificate of Authentication	 	 	11	 
	     Section 2.7
	 	Denomination and Date of Securities; Payments of Interest	 	 	11	 
	     Section 2.8
	 	Registration, Transfer and Exchange	 	 	11	 
	     Section 2.9
	 	Mutilated, Defaced, Destroyed, Lost and Stolen Securities	 	 	14	 
	     Section 2.10
	 	Cancellation of Securities; Destruction Thereof	 	 	15	 
	     Section 2.11
	 	Temporary Securities	 	 	15	 
	     Section 2.12
	 	Global Securities	 	 	16	 
	     Section 2.13
	 	CUSIP Numbers	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE III COVENANTS OF THE ISSUER	 	 	16	 
	 
	 	 	 	 	 	 
	     Section 3.1
	 	Payment of Principal, Premium and Interest	 	 	16	 
	     Section 3.2
	 	Offices for Payments, Etc	 	 	16	 
	     Section 3.3
	 	Money for Security Payments to be Held in Trust; Unclaimed Money	 	 	17	 
	     Section 3.4
	 	Statements of Officers of Issuer as to Default; Notice of Default	 	 	18	 
	     Section 3.5
	 	Existence	 	 	18	 
	     Section 3.6
	 	Maintenance of Properties	 	 	18	 
	     Section 3.7
	 	Payment of Taxes and Other Claims	 	 	18	 
	     Section 3.8
	 	Further Instruments and Acts	 	 	19	 
	     Section 3.9
	 	Limitations on Dispositions of Stock of Restricted Subsidiaries	 	 	19	 
	     Section 3.10
	 	Commission Reports	 	 	19	 
	     Section 3.11
	 	Calculation of Original Issue Discount	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE IV SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE	 	 	20	 
	 
	 	 	 	 	 	 
	     Section 4.1
	 	Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders	 	 	20	 
	     Section 4.2
	 	Preservation of Information; Communications to Holders	 	 	20	 
	     Section 4.3
	 	Reports by the Trustee	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	 	 	20	 
	 
	 	 	 	 	 	 
	     Section 5.1
	 	Event of Default Defined; Acceleration of Maturity; Waiver of Default	 	 	20	 
	     Section 5.2
	 	Collection of Indebtedness by Trustee; Trustee May Prove Debt	 	 	23	 
	     Section 5.3
	 	Application of Proceeds	 	 	24	 
	     Section 5.4
	 	Suits for Enforcement	 	 	25	 
	     Section 5.5
	 	Restoration of Rights on Abandonment of Proceedings	 	 	25	 






i









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	     Section 5.6
	 	Limitations on Suits by Securityholders	 	 	25	 
	     Section 5.7
	 	Unconditional Right of Securityholders to Institute Certain Suits	 	 	26	 
	     Section 5.8
	 	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	 	 	26	 
	     Section 5.9
	 	Control by Holders of Securities	 	 	26	 
	     Section 5.10
	 	Waiver of Past Defaults	 	 	26	 
	     Section 5.11
	 	Trustee to Give Notice of Default, but May Withhold in Certain Circumstances	 	 	27	 
	     Section 5.12
	 	Right of Court to Require Filing of Undertaking to Pay Costs	 	 	27	 
	 
	 	 	 	 	 	 
	ARTICLE VI CONCERNING THE TRUSTEE	 	 	27	 
	 
	 	 	 	 	 	 
	     Section 6.1
	 	Duties and Responsibilities of the Trustee; During Default; Prior to Default	 	 	27	 
	     Section 6.2
	 	Certain Rights of the Trustee	 	 	28	 
	     Section 6.3
	 	Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	 	 	30	 
	     Section 6.4
	 	Trustee and Agents May Hold Securities or Coupons; Collections, Etc	 	 	30	 
	     Section 6.5
	 	Moneys Held by Trustee	 	 	30	 
	     Section 6.6
	 	Compensation and Indemnification of Trustee and its Prior Claim	 	 	30	 
	     Section 6.7
	 	Right of Trustee to Rely on Officer's Certificate, Etc	 	 	30	 
	     Section 6.8
	 	Indentures Not Creating Potential Conflicting Interests for the Trustee	 	 	31	 
	     Section 6.9
	 	Persons Eligible for Appointment as Trustee	 	 	31	 
	     Section 6.10
	 	Resignation and Removal; Appointment of Successor Trustee	 	 	31	 
	     Section 6.11
	 	Acceptance of Appointment by Successor Trustee	 	 	32	 
	     Section 6.12
	 	Merger, Conversion, Consolidation or Succession to Business of Trustee	 	 	33	 
	     Section 6.13
	 	Preferential Collection of Claims Against the Issuer	 	 	33	 
	     Section 6.14
	 	Appointment of Authenticating Agent	 	 	33	 
	 
	 	 	 	 	 	 
	ARTICLE VII CONCERNING THE SECURITYHOLDERS	 	 	34	 
	 
	 	 	 	 	 	 
	     Section 7.1
	 	Evidence of Action Taken by Securityholders	 	 	34	 
	     Section 7.2
	 	Proof of Execution of Instruments and of Holding of Securities	 	 	34	 
	     Section 7.3
	 	Holders to Be Treated as Owners	 	 	35	 
	     Section 7.4
	 	Securities Owned by Issuer Deemed Not Outstanding	 	 	35	 
	     Section 7.5
	 	Right of Revocation of Action Taken	 	 	36	 
	 
	 	 	 	 	 	 
	ARTICLE VIII SUPPLEMENTAL INDENTURES	 	 	36	 
	 
	 	 	 	 	 	 
	     Section 8.1
	 	Supplemental Indentures Without Consent of Securityholders	 	 	36	 
	     Section 8.2
	 	Supplemental Indentures With Consent of Securityholders	 	 	37	 
	     Section 8.3
	 	Effect of Supplemental Indenture	 	 	38	 
	     Section 8.4
	 	Documents to Be Given to Trustee	 	 	38	 
	     Section 8.5
	 	Notation on Securities in Respect of Supplemental Indentures	 	 	38	 
	     Section 8.6
	 	Subordination Unimpaired	 	 	38	 
	 
	 	 	 	 	 	 
	ARTICLE IX CONSOLIDATION, MERGER, SALE OR CONVEYANCE	 	 	38	 
	 
	 	 	 	 	 	 
	     Section 9.1
	 	Issuer May Consolidate, Etc., Only on Certain Terms	 	 	38	 
	     Section 9.2
	 	Successor Substituted for the Issuer	 	 	39	 
	 
	 	 	 	 	 	 
	ARTICLE X SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS	 	 	39	 
	 
	 	 	 	 	 	 
	     Section 10.1
	 	Termination of Issuer's Obligations Under the Indenture	 	 	39	 
	     Section 10.2
	 	Application of Trust Funds	 	 	40	 






ii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	     Section 10.3
	 	Applicability of Legal Defeasance Provisions; Issuer's Option to Effect Legal Defeasance or Covenant Defeasance	 	 	40	 
	     Section 10.4
	 	Legal Defeasance and Discharge	 	 	41	 
	     Section 10.5
	 	Covenant Defeasance	 	 	41	 
	     Section 10.6
	 	Conditions to Legal Defeasance or Covenant Defeasance	 	 	41	 
	     Section 10.7
	 	Deposited Money and U.S. Government Obligations to be Held in Trust	 	 	42	 
	     Section 10.8
	 	Repayment to Issuer	 	 	43	 
	     Section 10.9
	 	Indemnity For U.S. Government Obligations	 	 	43	 
	     Section 10.10
	 	Reimbursement	 	 	43	 
	 
	 	 	 	 	 	 
	ARTICLE XI MISCELLANEOUS PROVISIONS	 	 	43	 
	 
	 	 	 	 	 	 
	     Section 11.1
	 	Incorporators, Shareholders, Officers and Directors of Issuer Exempt from Individual Liability	 	 	43	 
	     Section 11.2
	 	Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities and Coupons	 	 	43	 
	     Section 11.3
	 	Successors and Assigns of Issuer Bound by Indenture	 	 	43	 
	     Section 11.4
	 	Notices and Demands on Issuer, Trustee and Holders of Securities and Coupons	 	 	43	 
	     Section 11.5
	 	Officer's Certificates and Opinions of Counsel; Statements to Be Contained Therein	 	 	44	 
	     Section 11.6
	 	Payments Due on Saturdays, Sundays and Holidays	 	 	45	 
	     Section 11.7
	 	Conflict of Any Provision of Indenture with Trust Indenture Act of 1939	 	 	45	 
	     Section 11.8
	 	New York Law to Govern; Waiver of Jury Trial	 	 	45	 
	     Section 11.9
	 	Counterparts	 	 	45	 
	     Section 11.10
	 	Effect of Headings.	 	 	45	 
	     Section 11.11
	 	Securities in a Foreign Currency or in ECU	 	 	45	 
	     Section 11.12
	 	Judgment Currency	 	 	46	 
	     Section 11.13
	 	Separability Clause	 	 	46	 
	 
	 	 	 	 	 	 
	ARTICLE XII REDEMPTION OF SECURITIES AND SINKING FUNDS	 	 	46	 
	 
	 	 	 	 	 	 
	     Section 12.1
	 	Applicability of Article	 	 	46	 
	     Section 12.2
	 	Notice of Redemption; Partial Redemptions	 	 	46	 
	     Section 12.3
	 	Payment of Securities Called for Redemption	 	 	47	 
	     Section 12.4
	 	Exclusion of Certain Securities from Eligibility for Selection for Redemption	 	 	48	 
	     Section 12.5
	 	Mandatory and Optional Sinking Funds	 	 	48	 
	 
	 	 	 	 	 	 
	ARTICLE XIII SUBORDINATION	 	 	50	 
	 
	 	 	 	 	 	 
	     Section 13.1
	 	Agreement to Subordinate	 	 	50	 
	     Section 13.2
	 	Rights of Senior Indebtedness in the Event of Insolvency, Etc. of the Issuer	 	 	50	 
	     Section 13.3
	 	Payment Over of Proceeds Received on Securities	 	 	51	 
	     Section 13.4
	 	Payments to Holders	 	 	52	 
	     Section 13.5
	 	Holders of Securities Authorize Trustee to Effectuate Subordination of Securities	 	 	52	 
	     Section 13.6
	 	Notice to Trustee	 	 	52	 
	     Section 13.7
	 	Trustee May Hold Senior Indebtedness	 	 	52	 
	     Section 13.8
	 	Applicability of Article XIII to Paying Agents	 	 	53	 







iii












 





     THIS INDENTURE, dated as of [ ], between AFLAC INCORPORATED, a holding company organized
under the laws of the State of Georgia (the “Issuer”), and The Bank of New York Mellon Trust
Company, N.A., a New York national banking association, as trustee (the “Trustee”),



W I T N E S S E T H :




     WHEREAS, the Issuer has duly authorized the issue from time to time of its unsecured
subordinated debentures or other evidences of its unsecured indebtedness to be issued in one or
more series (the “Securities”) up to such principal amount or amounts as may from time to time be
authorized in accordance with the terms of this Indenture;



     WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to
provide, among other things, for the authentication, delivery and administration of the Securities;
and



     WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according
to its terms have been done;



     NOW, THEREFORE:



     In consideration of the premises and the purchases of the Securities by the holders thereof,
the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of
the respective holders from time to time of the Securities and of the Coupons, if any, appertaining
thereto as follows:



ARTICLE I




DEFINITIONS




     Section 1.1 Certain Terms Defined. The following terms (except as otherwise expressly provided or
unless the context otherwise clearly requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in this Section. All
other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the
definitions of which in the Securities Act of 1933 are referred to in the Trust Indenture Act of
1939, including terms defined therein by reference to the Securities Act of 1933 (except as herein
otherwise expressly provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in said Trust Indenture Act of 1939 and in said Securities Act as in force
at the date of this Indenture. All accounting terms used herein and not expressly defined shall
have the meanings assigned to such terms in accordance with GAAP. The words “HEREIN,” “HEREOF” and
“HEREUNDER” and other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision. The terms defined in this Article have the
meanings assigned to them in this Article and include the plural as well as the singular.



     “AUTHENTICATING AGENT” shall have the meaning set forth in Section 6.14.



     “AUTHORIZED NEWSPAPER” means a newspaper of general circulation, in the official language of
the country of publication or in the English language customarily published on each Business Day
whether or not published on Saturdays, Sundays or holidays. Whenever successive publications in an
Authorized Newspaper are required hereunder they may be made (unless otherwise expressly provided
herein) on the same or different days of the week and in the same or different Authorized
Newspapers.



     “BOARD OF DIRECTORS” means either the Board of Directors of the Issuer or any committee of
such Board of Directors duly authorized to act on its behalf.



     “BOARD RESOLUTION” means a copy of one or more resolutions, certified by the secretary or an
assistant secretary of the Issuer to have been duly adopted or consented to by the Board of
Directors and to be in full force and effect, and delivered to the Trustee.



 









 





     “BUSINESS DAY” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day in
which banking institutions in the City of New York are authorized and obligated by law, regulation
or executive order to close.



     “COMMISSION” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or if at any time after the execution and
delivery of this Indenture such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act of 1939, then the body performing such duties on such date.



     “CONSOLIDATED TOTAL ASSETS” means, in respect of the Issuer as of any date of determination,
the amount of total assets shown on the consolidated balance sheet of the Issuer and its
consolidated subsidiaries contained in the most recent annual or quarterly report filed with the
Commission, or if the Issuer is not then subject to the Securities Exchange Act of 1934, the most
recent annual or quarterly report to shareholders and, in respect of any Subsidiary as of any date
of determination, the amount of total assets of such Subsidiary and its consolidated subsidiaries
from which such consolidated balance sheet of the Issuer and its consolidated Subsidiaries was
derived.



     “CORPORATE TRUST OFFICE” means the principal office of the Trustee at which, at any time, its
corporate trust business shall be administered, which office at the date hereof is located at 900 Ashwood Parkway, Suite 425, Atlanta, GA, 30338, Attention: Corporate Trust Administration, or such
other address as the Trustee may designate from time to time by notice to the Holders and the
Issuer, or the principal corporate trust office of any successor Trustee (or such other address as
such successor Trustee may designate from time to time by notice to the Holders and the Issuer).



     “COUPON” means any interest coupon appertaining to an Unregistered Security.



     “COVENANT DEFEASANCE” shall have the meaning set forth in Section 10.5.



     “CUSIP” shall have the meaning set forth in Section 2.13.



     “DEPOSITARY” means, with respect to the Securities of any series issuable or issued in global
form, the Person designated as Depositary by the Issuer pursuant to Section 2.3 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 Registered Securities
in global form of that series.



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



     “ECU” means the European Currency Unit as defined and revised from time to time by the Council
of European Communities.



     “EVENT OF DEFAULT” means any event or condition specified as such in Section 5.1.



     “FOREIGN CURRENCY” means a currency issued by the government of a country other than the
United States.



     “GAAP” means generally accepted accounting principles in effect in the United States as in
effect from time to time; provided, however if the Issuer is required by the Commission to adopt
(or is permitted to adopt and so adopts) a different accounting framework, including but not
limited to the International Financial Reporting Standards, “GAAP” shall mean such new accounting
framework as in effect from time to time, including, without limitation, in each case, those
accounting principles set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public



2









 







Accountants and statements and pronouncements of the Financial Accounting Standards Board or
in such other statements by such other entity as approved by a significant segment of the
accounting profession.



     “GOVERNMENTAL OBLIGATIONS” means securities that are (i) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged or (ii) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America, the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America that, in either case, are not callable or redeemable at
the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to
any such Governmental Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of such depositary
receipt; provided, however, that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such depositary receipt.



     “HOLDER,” “HOLDER OF SECURITIES,” “SECURITYHOLDER” or other similar terms mean (a) in the case
of any Registered Security, the person in whose name such Security is registered in the security
register kept by the Issuer for that purpose in accordance with the terms hereof, and (b) in the
case of any Unregistered Security, the bearer of such Security, or any Coupon appertaining thereto,
as the case may be.



     “INDEBTEDNESS” of any person means the principal of and premium, if any, and interest due on
indebtedness of such Person, whether outstanding on the date of this Indenture or thereafter
created, incurred or assumed, which is (a) indebtedness for money borrowed, and (b) any amendments,
renewals, extensions, modifications and refundings of any such indebtedness. For the purposes of
this definition, “indebtedness for money borrowed” means (i) any obligation of, or any obligation
guaranteed by, such Person for the repayment of borrowed money, whether or not evidenced by bonds,
debentures, notes or other written instruments and (ii) any obligation of, or any such obligation
guaranteed by, such Person evidenced by bonds, debentures, notes or similar written instruments,
including obligations assumed or incurred in connection with the acquisition of property, assets or
businesses (provided, however, that the deferred purchase price of any other business or property
or assets shall not be considered Indebtedness if the purchase price thereof is payable in full
within 6 months from the date on which such indebtedness was created).



     “INDENTURE” means this instrument as originally executed and delivered or, if amended or
supplemented as herein provided, as so amended or supplemented or both, and shall include the forms
and terms of particular series of Securities established as contemplated hereunder.



     “ISSUER” means (except as otherwise provided in Article VI) Aflac Incorporated, a corporation
organized under the laws of the State of Georgia and, subject to Article IX, its successors and
assigns.



     “JUDGMENT CURRENCY” shall have the meaning set forth in Section 11.12.



     “LEGAL DEFEASANCE” shall have the meaning set forth in Section 10.4.



     “MARKET EXCHANGE RATE” shall have the meaning set forth in Section 11.10.



     “NOTICE OF DEFAULT” shall have the meaning set forth in Sections 5.1(4) and 5.1(7).



     “OFFICER’S CERTIFICATE” means a certificate signed by the chairman or vice chairman of the
Board of Directors, the president or any executive, senior or other vice president or the treasurer
of the Issuer and delivered to the Trustee.



3









 





     “OPINION OF COUNSEL” means an opinion in writing, satisfactory to the Trustee, signed by the General Counsel of the Issuer
or by such other legal counsel who may be an employee of or counsel to the Issuer.



     “ORDER” means a written order signed in the name of the Issuer: (1) by its Chairman, a Vice
Chairman, its President, a Vice President, its Treasurer or a director (or equivalent officers),
and (2) by its Treasurer, Assistant Treasurer, its Secretary or an Assistant Secretary and
delivered to the Trustee; provided, however, that such written request or order may be signed by
two of the officers or directors listed in clause (1) above in lieu of being signed by one of such
officers or directors listed in such clause (1) and one of the officers listed in clause (2) above.



     “ORIGINAL ISSUE DATE” of any Security (or portion thereof) means the earlier of (1) the date
of such Security or (2) the date of any Security (or portion thereof) for which such Security was
issued (directly or indirectly) on registration of transfer, exchange or substitution.



     “ORIGINAL ISSUE DISCOUNT SECURITY” means any Security that provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
maturity thereof pursuant to Section 5.1.



     “OUTSTANDING” (except as otherwise provided in Sections 7.4, 10.4 and 10.5), when used with
reference to Securities, shall, subject to the provisions of Sections 7.4, 10.4 and 10.5 mean, as
of any particular time, all Securities authenticated and delivered by the Trustee under this
Indenture, except



     (1) Securities theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;



     (2) Securities, or portions thereof, for the payment or redemption of which moneys or U.S.
Government Obligations (as provided for in Sections 10.1 and 10.4) in the necessary amount shall
have been deposited in trust with the Trustee or with any paying agent (other than the Issuer) or
shall have been set aside, segregated and held in trust by the Issuer for the Holders of such
Securities (if the Issuer shall act as its own paying agent), provided that if such Securities, or
portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall
have been given as herein provided, or provision satisfactory to the Trustee shall have been made
for giving such notice; and



     (3) Securities which shall have been paid or in substitution for which other Securities shall
have been authenticated and delivered pursuant to the terms of Section 2.9 (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
Issuer) or Securities not deemed outstanding pursuant to Section 12.2.



     In determining whether the Holders of the requisite principal amount of Outstanding Securities
of any or all series have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding for such purposes 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 pursuant to Section 5.1.



     “PAYMENT DEFAULT” shall have the meaning set forth in Section 5.1(7).



     “PERIODIC OFFERING” means an offering of Securities of a series from time to time, the
specific terms of which Securities, including, without limitation, the rate or rates of interest,
if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any,
with respect thereto, are to be determined by the Issuer or its agents upon the issuance of such
Securities.



     “PERSON” means a legal person, including any individual, company, limited liability company,
corporation, estate, partnership, limited liability partnership, joint venture, association, joint
shares



4









 







company, trust, unincorporated organization or government or any agency or political
subdivision thereof or any other entity of whatever nature.



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



     “RECORD DATE” shall have the meaning set forth in Section 2.7.



     “REGISTERED SECURITY” means any Security registered on the Security register of the Issuer.



     “REQUIRED CURRENCY” shall have the meaning set forth in Section 11.12.



     “RESPONSIBLE OFFICER” when used with respect to the Trustee means any vice president, any
assistant vice president, any assistant treasurer,
or any other officer associated with the corporate trust department of the
Trustee customarily performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is referred because of
his or her knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.



     “RESTRICTED SUBSIDIARY” means (1) American Family Life Assurance Company of Columbus, an
insurance company domiciled in Nebraska, so long as it is a Subsidiary of the Issuer; (2) any other
present or future Subsidiary the Consolidated Total Assets of which constitute 20 percent or more
of the Consolidated Total Assets of the Issuer; and (3) any Subsidiary which is a successor, by
merger or otherwise, to substantially all of the business or properties of any Subsidiary referred
to or described in the foregoing clauses (1) or (2).



     “SECURITY” or “SECURITIES” (except as otherwise provided in Section 7.4) has the meaning
stated in the first recital of this Indenture, or, as the case may be, Securities that have been
authenticated and delivered under this Indenture.



     “SENIOR INDEBTEDNESS” means the principal of and premium, if any, and interest on (1) all
indebtedness of the Issuer, whether outstanding on the date of this Indenture or thereafter
created, (a) for money borrowed by the Issuer, (b) for money borrowed by, or obligations of, others
and either assumed or guaranteed, directly or indirectly, by the Issuer, (c) in respect of letters
of credit and acceptances issued or made by banks, or (d) all obligations of the types referred to
in clauses (a) through (c) above of other persons secured by any lien on any property or asset of
the Issuer, and (2) all deferrals, renewals, extensions and refundings of, and amendments,
modifications and supplements to, any such indebtedness. As used in the preceding sentence the term
“purchase money indebtedness” means indebtedness evidenced by a note, debenture, bond or other
instrument (whether or not secured by any lien or other security interest) issued or assumed as all
or a part of the consideration for the acquisition of property, whether by purchase, merger,
consolidation or otherwise, unless by its terms such indebtedness is subordinate to other
indebtedness of the Issuer. Notwithstanding anything to the contrary in this Indenture or the
Securities, Senior Indebtedness shall not include (a) any indebtedness of the Issuer which, by its
terms or the terms of the instrument creating or evidencing it, is subordinate in right of payment
to or pari passu with the Securities or (b) any indebtedness of the Issuer to a Subsidiary.



     “SUBSIDIARY” means any corporation, partnership or other entity of which at the time of
determination the Issuer owns or controls directly or indirectly more than 50% of the shares of
Voting Shares.



     “TRUST INDENTURE ACT OF 1939” means the Trust Indenture Act of 1939, as amended.



     “TRUSTEE” means the Person identified as “Trustee” in the first paragraph hereof and, subject
to the provisions of Article VI, shall also include any successor trustee. “Trustee” shall also
mean or include each Person who is then a trustee hereunder and if at any time there is more than
one such Person,



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“Trustee” as used with respect to the Securities of any series shall mean the trustee with
respect to the Securities of such series.



     “UNREGISTERED SECURITY” means any Security other than a Registered Security.



     “U.S. GOVERNMENT OBLIGATIONS” means securities which are (1) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged or (2) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America the timely payment of which is unconditionally guaranteed by the full faith and
credit of the United States of America which, in either case, are not callable or redeemable at the
option of the issuer thereof or otherwise subject to prepayment, and shall also include a
depositary receipt issued by a New York Clearing House bank or trust company as custodian with
respect to any such U.S. Government Obligation or a specific payment or interest on or principal of
any such U.S. Government Obligation held by such custodian for the account of the holder of a
depositary receipt, provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such
depositary receipt or from any
amount held by the custodian in respect of the U.S. Government Obligation or the specific payment
of interest on or principal of the U.S. Government Obligation
evidenced by such depositary receipt.



     “VOTING SHARES” means shares of any class or classes having general voting power under
ordinary circumstances to elect a majority of the board of directors, managers or trustees of the
corporation in question, provided that, for the purposes hereof, shares which carries only the
right to vote conditionally on the happening of an event shall not be considered voting shares
whether or not such event shall have happened.



     “YIELD TO MATURITY” means the yield to maturity on a series of securities, calculated at the
time of issuance of such series, or, if applicable, at the most recent redetermination of interest
on such series, and calculated in accordance with accepted financial practice.



ARTICLE II




SECURITIES




     Section 2.1 Forms Generally. The Securities of each series and the Coupons, if any, to be
attached thereto shall be substantially in such form (not inconsistent with this Indenture) as
shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board
Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution,
an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and may have imprinted or otherwise
reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of
this Indenture, as may be required to comply with any law or with any rules or regulations pursuant
thereto, or with any rules of any securities exchange or to conform to general usage, all as may be
determined by the officers executing such Securities and Coupons, if any, as evidenced by their
execution of such Securities and Coupons. If temporary Securities of any series are issued as
permitted by Section 2.11, the form thereof also shall be established as provided in the preceding
sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by
action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an
appropriate record of any such action taken pursuant thereto, including a copy of the approved form
of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of
the Issuer and delivered to the Trustee at or prior to the delivery of the Order contemplated by
Section 2.4 for the authentication and delivery of such Securities.



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



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     Section 2.2 Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of
authentication on all Securities shall be in substantially the following form:



     “This is one of the Securities referred to in the within mentioned Subordinated Indenture.



	 	 	 	 	 	 
	 

	 	The Bank of New York Mellon Trust Company, N.A.
 
 

	 

	 	 
	 	 	,
	 	 	 	 	 	 	 
	 	 	as Trustee	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 	 	 





     If at any time there shall be an Authenticating Agent appointed with respect to any series of
Securities, then the Trustee’s Certificate of Authentication to be borne by the Securities of each
such series shall be substantially as follows:



     “This is one of the Securities referred to in the within mentioned Subordinated Indenture.



	 	 	 	 	 	 
	 

	 	 
	 	 	,
	 	 	 	 	 	 	 
	 	 	as Authenticating Agent	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 	 	 






     Section 2.3 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited.



     The Securities may be issued in one or more series and each such series shall rank equally and
pari passu with the Securities of each other series, but, except as otherwise provided with respect to any series of Securities in accordance with Section 2.1 and 2.3,
all Securities issued hereunder and any
Coupons and the payment of principal of and interest on any Securities and of any Coupons shall be
subordinate and junior in right payment, to the extent and in the manner set forth in Article XIII,
to all Senior Indebtedness. There shall be established in or pursuant to one or more Board
Resolutions (and to the extent established pursuant to rather than set forth in a Board Resolution,
in an Officer’s Certificate detailing such establishment) or established in one or more indentures
supplemental hereto, prior to the initial issuance of Securities of any series,



     (1) the designation of the Securities of the series, which shall distinguish the Securities of
the series from the Securities of all other series;



     (2) any limit upon the aggregate principal amount of the Securities of the series that may be
authenticated and delivered under this Indenture (except for Securities authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to Section 2.8, 2.9, 2.11, 8.5 or 12.3);



     (3) if other than Dollars, the coin or currency in which the Securities of that series are
denominated (including, but not limited to, any Foreign Currency or ECU);



     (4) the date or dates on which the principal of the Securities of the series is payable;



     (5) the rate or rates (which may be fixed or variable) at which the Securities of the series
shall bear interest, if any, or the method of determining such rate or rates, the date or dates
from which such interest shall accrue, on which such interest shall be payable and (in the case of
Registered Securities) on which a record shall be taken for the determination of Holders to whom
interest is payable and/or the method by which such rate or rates or date or dates shall be
determined;



7









 





     (6) the place or places where the principal of and any interest on Securities of the series
shall be payable (if other than as provided in Section 3.2);



     (7) the right, if any, of the Issuer to redeem Securities, in whole or in part, at its option
and the period or periods within which, the price or prices at which and any terms and conditions
upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;



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



     (9) if other than denominations of $1,000 and any integral multiple thereof in the case of
Registered Securities, or $1,000 and $5,000 in the case of Unregistered Securities, the
denominations in which Securities of the series shall be issuable;



     (10) if other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration of the maturity
thereof;



     (11) if other than the coin or currency in which the Securities of that series are
denominated, the coin or currency in which payment of the principal of or interest on the
Securities of such series shall be payable;



     (12) if the principal of or interest on the Securities of such series are to be payable, at
the election of the Issuer or a Holder thereof, in a coin or currency other than that in which the
Securities are denominated, the period or periods within which, and the terms and conditions upon
which, such election may be made;



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



     (14) whether the Securities of the series will be issuable as Registered Securities or
Unregistered Securities (with or without Coupons), and whether such Securities will be issuable in
global form or any combination of the foregoing, any restrictions applicable to the offer, sale or
delivery of Unregistered Securities or the payment of interest thereon and, if other than as
provided in Section 2.8, the terms upon and locations at which Unregistered Securities of any
series may be exchanged for Registered Securities of such series and vice versa;



     (15) whether and under what circumstances the Issuer will pay additional amounts on the
Securities of the series held by a person who is not a U.S. person in respect of any tax,
assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the
option to redeem such Securities rather than pay such additional amounts;



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



     (17) any Trustees, Depositaries, Authenticating Agents, paying or transfer Agents or
Registrars or any other agents with respect to the Securities of such series;



     (18) any deletions from, modifications of or additions to the Events of Default or covenants
with respect to the Securities of such series;



8









 





     (19) provisions, if any, granting special rights to the Holders of Securities of the series
upon the occurrence of such events as may be specified;



     (20) the date as of which any Unregistered Securities of the series and any temporary Security
in global form representing Outstanding Securities of the series shall be dated if other than the
date of original issuance of the first Security of the series to be issued;



     (21) the applicability, if any, to the Securities of or within the series of Article X, or
such other means of Legal Defeasance or Covenant Defeasance as may be specified for the Securities
and Coupons, if any, of such series;



     (22) if the Securities of the series shall be issued in whole or in part in global form (a)
the Depositary for such global Securities, (b) the form of any legend in addition to or in lieu of
that in Section 2.4 which shall be borne by such global security, (c) whether beneficial owners of
interests in any Securities of the series in global form may exchange such interests for
certificated Securities of such series and of like tenor of any authorized form and denomination,
and (d) if other than as provided in Section 2.8, the circumstances under which any such exchange
may occur;



     (23) the right of the Issuer, if any, to defer any payment of principal of or interest on the
Securities of the series, or any tranche thereof, and the maximum length of any such deferral
period;



     (24) any index or indices used to determine the amount of payments of principal of and
premium, if any, on the Securities of such series or the manner in which such amounts will be
determined;



     (25) the terms and conditions of any right or obligation on the part of the Issuer, or any
option on the part of the Holders, to convert or exchange Securities of such series into cash or
any other securities or property of the Issuer or any other Person, and the additions or changes,
if any, to this Indenture with respect to the Securities of such series to permit or facilitate
such conversion or exchange;





     (26) whether
and under what circumstances any or all of the provisions of this Indenture relating to the subordination of the Securities (including the provisions of Article XIII), or different subordination provisions, including a different definition of “Senior Indebtedness” will apply or cease to apply to Securities of the series; and



     (27) any other terms of the series (which terms shall not be inconsistent with the provisions
of the Trust Indenture Act of 1939, but may modify, amend, supplement or delete any of the terms of
this Indenture with respect to such series).



     All Securities of any one series and Coupons, if any, appertaining thereto, shall be
substantially identical, except in the case of Registered Securities as to denomination and except
as may otherwise be provided by or pursuant to the Board Resolution or Officer’s Certificate
referred to above or as set forth in any such indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and may pursuant to the Board Resolution or
Officer’s Certificate be issued from time to time, consistent with the terms of this Indenture, if
so provided by or pursuant to such Board Resolution, such Officer’s Certificate or in any such
indenture supplemental hereto.



     Section 2.4 Authentication and Delivery of Securities. (1) The Issuer may deliver Securities of
any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the
Trustee for authentication together with the applicable documents referred to below in this
Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the
order of the Issuer (contained in the Order referred to below in this Section) or pursuant to such
procedures acceptable to the Trustee and to such recipients as may be specified from time to time
by an Order. The maturity date, original issue date, interest rate and any other terms of the
Securities of such series and Coupons, if any, appertaining thereto shall be determined by or
pursuant to such Order and procedures. In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such Securities, the Trustee shall
be given and (subject to Section 6.1) shall be fully protected in relying upon,
unless and until such documents have been superseded or revoked:



          (a) an Order requesting such authentication and setting forth delivery instructions if the
Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect
to




9









 




Securities of a series subject to a Periodic Offering, (i) such Order may be delivered by the
Issuer to the Trustee prior to the delivery to the Trustee of such Securities for authentication
and delivery, (ii) the Trustee shall authenticate and deliver Securities of such series for
original issue from time to time, in an aggregate principal amount not exceeding the aggregate
principal amount established for such series, pursuant to an Order or pursuant to procedures
acceptable to the Trustee as may be specified from time to time by an Order and (iii) the maturity
date or dates, original issue date or dates, interest rate or rates and any other terms of
Securities of such series shall be determined by an Order or pursuant to such procedures;




          (b) any Board Resolution, Officer’s Certificate and/or executed supplemental indenture
referred to in Sections 2.1 and 2.3 by or pursuant to which the forms and terms of the Securities
and Coupons, if any, were established;




          (c) an Officer’s Certificate setting forth the form or forms and terms of the Securities and
Coupons, if any, stating that the form or forms and terms of the Securities and Coupons, if any,
have been established pursuant to Sections 2.1 and 2.3 and stating that the conditions precedent,
if any, provided for in the Indenture have been complied with; and




          (d) an Opinion of Counsel stating that the conditions precedent, if any, provided for in the
Indenture have been complied with.




     (2) The Trustee shall have the right to decline to authenticate and deliver any Securities
under this Section if the Trustee, being advised by counsel, determines that such action may not
lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board
of trustees, executive committee, or a trust committee of directors or trustees or Responsible
Officers shall determine that such action would expose the Trustee to personal liability to
existing Holders or would affect the Trustee’s own rights, duties or immunities under the
Securities, this Indenture or otherwise.



     (3) If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are
to be issued in whole or in part in global form, then the Issuer shall execute and the Trustee
shall, in accordance with this Section and the Order with respect to such series, authenticate and
deliver one or more Securities in global form that (a) shall represent and shall be denominated in
an amount equal to the aggregate principal amount of all of the Securities of such series issued
and not yet canceled, (b) if such Securities are Registered Securities, shall be registered in the
name of the Depositary for such Security or Securities in global form or the nominee of such
Depositary, (c) if such Securities are Registered Securities, shall be delivered by the Trustee to
such Depositary or pursuant to such Depositary’s instructions and (d) shall bear a legend
substantially to the following effect: “Unless and until it is exchanged in whole or in part for
Securities in definitive form, this Security may not be transferred except as a whole by the
Depositary to the 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.” The Trustee shall have no responsibility
for any action taken or not taken by the Depositary.



     (4) Each Depositary designated pursuant to Section 2.3 must, at the time of its designation
and at all times while it serves as Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934 and any other applicable statute or regulation.



     Section 2.5 Execution of Securities. The Securities and, if applicable, each Coupon appertaining
thereto shall be signed on behalf of the Issuer by the chairman or vice chairman of its Board of
Directors or its president or any executive, senior or other vice president or its treasurer, which
may, but need not, be attested. Such signatures may be the manual or facsimile signatures of the
present or any future such officers. 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.



     In case any officer of the Issuer who shall have signed any of the Securities or Coupons, if
any, shall cease to be such officer before the Security or Coupon so signed (or the Security to
which the Coupon so signed appertains) shall be authenticated and delivered by the Trustee or
disposed of by the Issuer, such



10









 







Security or Coupon nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Security or Coupon had not ceased to be such officer of the Issuer; and
any Security or Coupon may be signed on behalf of the Issuer by such persons as, at the actual date
of the execution of such Security or Coupon, shall be the proper officers of the Issuer, although
at the date of the execution and delivery of this Indenture any such person was not such an
officer.



     Section 2.6 Certificate of Authentication. Only such Securities as shall bear thereon a
certificate of authentication substantially in the form herein before recited, executed by the
Trustee by the manual signature of one of its authorized signatories, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. No Coupon shall be entitled
to the benefits of this Indenture or shall be valid and obligatory for any purpose until the
certificate of authentication on the Security to which such Coupon appertains shall have been duly
executed by the Trustee. The execution of such certificate by the Trustee upon any Security
executed by the Issuer shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this
Indenture.



     Section 2.7 Denomination and Date of Securities; Payments of Interest. The Securities of each
series shall be issuable as Registered Securities or Unregistered Securities in denominations
established as contemplated by Section 2.3 or, with respect to the Registered Securities of any
series, if not so established, in denominations of $1,000 and any integral multiple thereof. If
denominations of Unregistered Securities of any series are not so established, such Securities
shall be issuable in denominations of $1,000 and $5,000. The Securities of each series shall be
numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the
officers of the Issuer executing the same may determine with the approval of the Trustee, as
evidenced by the execution and authentication thereof.



     Each Registered Security shall be dated the date of its authentication. Each Unregistered
Security shall be dated as provided in the resolution or resolutions of the Board of Directors of
the Issuer referred to in Section 2.3. The Securities of each series shall bear interest, if any,
from the date, and such interest shall be payable on the dates, established as contemplated by
Section 2.3.



     The person in whose name any Registered Security of any series is registered at the close of
business on any record date applicable to a particular series with respect to any interest payment
date for such series shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered Security subsequent to the
record date and prior to such interest payment date, except if and to the extent the Issuer shall
default in the payment of the interest due on such interest payment date for such series, in which
case such defaulted interest shall be paid to the persons in whose names Outstanding Registered
Securities for such series are registered at the close of business on a subsequent record date
(which shall be not less than five Business Days prior to the date of payment of such defaulted
interest) established by notice given by mail by or on behalf of the Issuer to the Holders of
Registered Securities not less than 15 days preceding such subsequent record date. The term
“record date” as used with respect to any interest payment date (except a date for payment of
defaulted interest) for the Securities of any series shall mean the date specified as such in the
terms of the Registered Securities of such series established as contemplated by Section 2.3, or,
if no such date is so established, if such interest payment date is the first day of a calendar
month, the fifteenth day of the next preceding calendar month or, if such interest payment date is
the fifteenth day of a calendar month, the first day of such calendar month, whether or not such
record date is a Business Day.



     Section 2.8 Registration, Transfer and Exchange. (1) The Issuer will keep at each office or
agency to be maintained for the purpose as provided in Section 3.2 for each series of Securities a
register or registers in which, subject to such reasonable regulations as it may prescribe, it will
provide for the registration of Registered Securities of such series and the registration of
transfer of Registered Securities of such series. Such register shall be in written form in the
English language. At all reasonable times such register or registers shall be open for inspection
by the Trustee.




11












 





     (2) Upon due presentation for registration of transfer of any Registered Security of any
series at any such office or agency to be maintained for the purpose as provided in Section 3.2,
the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the
transferee or transferees a new Registered Security or Registered Securities of the same series,
maturity date, interest rate and original issue date in authorized denominations for a like
aggregate principal amount.



     Unregistered Securities (except for any temporary Unregistered Securities in global form) and
Coupons (except for Coupons attached to any temporary Unregistered Securities in global form) shall
be transferable by delivery.



     (3) (a) At the option of the Holder thereof, Registered Securities of any series (other than
a Registered Security in global form, except as set forth below) may be exchanged for a Registered
Security or Registered Securities of such series having authorized denominations and an equal
aggregate principal amount, upon surrender of such Registered Securities to be exchanged at the
agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2 and
upon payment, if the Issuer shall so require, of the charges hereinafter provided. Whenever any
Registered Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee
shall authenticate and deliver, the Registered Securities which the Holder making the exchange is
entitled to receive.



          (b) Unless otherwise specified as contemplated by Section 2.3, at the option of the Holder,
Unregistered Securities of such series may be exchanged for Registered Securities (if the
Securities of such series are issuable in registered form) or Unregistered Securities (if
Unregistered Securities of such series are issuable in more than one denomination and such
exchanges are permitted by such series) of the same series, of any authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at the
agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2, with
all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of an
Unregistered Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon
or Coupons in default, such exchange may be effected if the Unregistered Securities are accompanied
by payment in funds acceptable to the Issuer and the Trustee in an amount equal to the face amount
of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived
by the Issuer and the Trustee if there be furnished to them such security or indemnity as they may
require to save each of them and any paying agent harmless. If thereafter the Holder of such
Security shall surrender to any paying agent any such missing Coupon in respect of which such a
payment shall have been made, such Holder shall be entitled to receive the amount of such payment
as provided in Section 3.2. Notwithstanding the foregoing, in case any Unregistered Security of
any series is surrendered at any such office or agency in exchange for a Registered Security of the
same series after the close of business at such office or agency on (i) any record date and before
the opening of business at such office or agency on the relevant interest payment date, or (ii) any
special record date for payment of defaulted interest and before the opening of business at such
office or agency on the related date for payment of defaulted interest, such Unregistered Security
shall be surrendered without the Coupon relating to such interest or defaulted interest payment
date or proposed date of payment, as the case may be (or, if such Coupon is so surrendered with
such Unregistered Security, such Coupon shall be returned to the person so surrendering the
Unregistered Security), and interest or defaulted interest, as the case may be, will not be payable
on such date or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Unregistered Security, but will be payable only to the Holder
of such Coupon, when due in accordance with the provisions of this Indenture.




          (c) Registered Securities of any series may not be exchanged for Unregistered Securities of
such series unless (i) otherwise specified pursuant to Section 2.3 and (ii) the Issuer has
delivered to the Trustee an Opinion of Counsel that (A) the Issuer has received from the Internal
Revenue Service a ruling or (B) since the date hereof, there has been a change in the applicable
Federal income tax law, in either case to the effect that the inclusion of terms permitting
Registered Securities to be exchanged for Unregistered Securities would result in no adverse
Federal income tax effect to the Issuer or to any Holder. Whenever any Securities are so
surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to receive. All Securities and
Coupons surrendered upon any exchange or transfer provided for in this Indenture shall




12









 







be canceled promptly and disposed of by the Trustee in accordance with its procedures for the
disposition of cancelled securities in effect as of the date of such cancellation.




     (4) All Registered Securities presented for registration of transfer, exchange, redemption or
payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied
by a written instrument or instruments of transfer in form satisfactory to the Issuer and the
Trustee duly executed by the Holder or his or her attorney duly authorized in writing.



     The Issuer may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any exchange or registration of transfer of
Securities. No service charge shall be made for any such transaction.



     The Issuer shall not be required to exchange or register a transfer of (a) any Securities of
any series for a period of 15 days next preceding the first mailing of notice of redemption of
Securities of such series to be redeemed or (b) any Securities selected, called or being called for
redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the
portion thereof not so to be redeemed.



     (5) Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged
in whole or in part for Securities in definitive registered form, a Registered 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.



     If at any time the Depositary for any Registered Securities of a series represented by one or
more Registered Securities in global form notifies the Issuer that it is unwilling or unable to
continue as Depositary for such Registered Securities or if at any time the Depositary for such
Registered Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a
successor Depositary eligible under Section 2.4 with respect to such Registered Securities. If a
successor Depositary eligible under Section 2.4 for such Registered Securities is not appointed by
the Issuer within 90 days after the Issuer receives such notice or becomes aware of such
ineligibility, the Issuer’s election pursuant to Section 2.3 that such Registered Securities be
represented by one or more Registered Securities in global form shall no longer be effective and
the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the
authentication and delivery of definitive Securities of such series, will authenticate and deliver,
Securities of such series in definitive registered form without Coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of the Registered
Security or Securities in global form representing such Registered Securities in exchange for such
Registered Security or Securities in global form.



     The Issuer may at any time and in its sole discretion determine that the Registered Securities
of any series issued in the form of one or more Registered Securities in global form shall no
longer be represented by a Registered Security or Securities in global form. In such event the
Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the
authentication and delivery of definitive Securities of such series, will authenticate and deliver,
Securities of such series in definitive registered form without Coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of the Registered
Security or Securities in global form representing such Registered Securities, in exchange for such
Registered Security or Securities in global form.



     If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a
Registered Security in global form, the Depositary for such Registered Security in global form may
surrender such Registered Security in global form in exchange in whole or in part for Registered
Securities of the same series in definitive form on such terms as are acceptable to the Issuer and
such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and
deliver, without service charge,



13









 





          (a) to the Person specified by such Depositary a new Registered Security or Securities of the
same series, of any authorized denominations as requested by such Person, in an aggregate principal
amount equal to and in exchange for such Person’s beneficial interest in the Registered Security in
global form; and




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




     Upon the exchange of a Registered Security in global form for Registered Securities in
definitive form without Coupons, in authorized denominations, such Registered Security in global
form shall be canceled by the Trustee or an agent of the Issuer or the Trustee. Registered
Securities in definitive form issued in exchange for a Registered Security in global form pursuant
to this Section 2.8 shall be registered in such names and in such authorized denominations as the
Depositary for such Registered Security in global form, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee or an agent of the Issuer or the
Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons
in whose names such Securities are so registered.



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



     (7) Notwithstanding anything herein or in the terms of any series of Securities to the
contrary, none of the Issuer, the Trustee or any agent of the Issuer or the Trustee (any of which,
other than the Issuer, shall conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, on an Officer’s Certificate and an Opinion of
Counsel) shall be required to exchange any Unregistered Security for a Registered Security if such
exchange would result in adverse income tax consequences to the Issuer.



     (8) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Security (including any transfers between or
among Depositary Participants or beneficial owners of interests in any Global Security) other than
to require delivery of such certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by the terms of, this Indenture, and to
examine the same to determine substantial compliance as to form with the express requirements
hereof.



     Section 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any Security or
any Coupon appertaining to any Security shall become mutilated, defaced or be destroyed, lost or
stolen, the Issuer in its discretion may execute, and upon the written request of any officer of
the Issuer, the Trustee shall authenticate and deliver a new Security of the same series, maturity
date, interest rate and original issue date, bearing a number or other distinguishing symbol not
contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security,
or in lieu of and in substitution for the Security so destroyed, lost or stolen with Coupons
corresponding to the Coupons appertaining to the Securities so mutilated, defaced, destroyed, lost
or stolen, or in exchange or substitution for the Security to which such mutilated, defaced,
destroyed, lost or stolen Coupon appertained, with Coupons appertaining thereto corresponding to
the Coupons so mutilated, defaced, destroyed, lost or stolen. In every case the applicant for a
substitute Security or Coupon shall furnish to the Issuer and to the Trustee and any agent of the
Issuer or the Trustee such security or indemnity as may be required by them to indemnify and defend
and to save each of them harmless and, in every case of destruction, loss or theft, evidence to
their satisfaction of the destruction, loss or theft of such Security or Coupon and of the
ownership thereof and in the case of mutilation or defacement shall surrender the Security and
related Coupons to the Trustee or such agent.



14









 





     Upon the issuance of any substitute Security or Coupon, the Issuer 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) or its agent
connected therewith. In case any Security or Coupon which has matured or is about to mature or has
been called for redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuer may instead of issuing a substitute Security, pay or authorize the payment of
the same or the relevant Coupon (without surrender thereof except in the case of a mutilated or
defaced Security or Coupon), if the applicant for such payment shall furnish to the Issuer and to
the Trustee and any agent of the Issuer or the Trustee such security or indemnity as any of them
may require to save each of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Issuer and the Trustee and any agent of the Issuer or the
Trustee evidence to their satisfaction of the destruction, loss or theft of such Security or Coupon
and of the ownership thereof.



     Every substitute Security or Coupon of any series issued pursuant to the provisions of this
Section by virtue of the fact that any such Security or Coupon is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Issuer, whether or not the destroyed, lost
or stolen Security or Coupon shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights set forth in) this
Indenture equally and proportionately with any and all other Securities or Coupons of such series
duly authenticated and delivered hereunder. All Securities and Coupons shall be held and owned
upon the express condition that, to the extent permitted by law, the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or
stolen Securities and Coupons and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment of negotiable instruments or other securities without their surrender.



     Section 2.10 Cancellation of Securities; Destruction Thereof. All Securities and Coupons
surrendered for payment, redemption, registration of transfer or exchange, or for credit against
any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of
the Issuer or the Trustee or any agent of the Trustee, shall be delivered to the Trustee or its
agent for cancellation or, if surrendered to the Trustee, shall be canceled by it; and no
Securities or Coupons shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture. The Trustee or its agent shall dispose of canceled Securities and
Coupons held by it in accordance with its procedures for the disposition of cancelled securities
in effect as of the date of such cancellation. If the Issuer or its agent shall acquire any of the
Securities or Coupons, such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities or Coupons unless and until the same are delivered to
the Trustee or its agent for cancellation.



     Section 2.11 Temporary Securities. Pending the preparation of definitive Securities for any
series, the Issuer may execute and the Trustee shall authenticate and deliver temporary Securities
for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be issuable as Registered
Securities without Coupons, or as Unregistered Securities with or without Coupons attached thereto,
of any authorized denomination, and substantially in the form of the definitive Securities of such
series but with such omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Issuer with the concurrence of the Trustee as evidenced
by the execution and authentication thereof. Temporary Securities may contain such references to
any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed
by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Securities. Without unreasonable delay the
Issuer shall execute and shall furnish definitive Securities of such series and thereupon temporary
Registered Securities of such series may be surrendered in exchange therefor without charge at each
office or agency to be maintained by the Issuer for that purpose pursuant to Section 3.2 and, in
the case of Unregistered Securities, at any agency maintained by the Issuer for such purpose as
specified pursuant to Section 3.2, and the Trustee shall authenticate and deliver in exchange for
such temporary Securities of such series an equal aggregate principal amount of definitive
Securities of the same series having authorized denominations and, in the case of Unregistered
Securities, having attached thereto any appropriate Coupons. Until so exchanged, the temporary
Securities of any series shall be entitled to the



15









 







same benefits under this Indenture as definitive Securities of such series, unless otherwise
established pursuant to Section 2.3. The provisions of this Section are subject to any
restrictions or limitations on the issue and delivery of temporary Unregistered Securities of any
series that may be established pursuant to Section 2.3 (including any provision that Unregistered
Securities of such series initially be issued in the form of a single Unregistered Security in
global form to be delivered to a Depositary or agency located outside the United States and the
procedures pursuant to which Unregistered Securities in definitive or global form of such series
would be issued in exchange for such temporary Unregistered Security in global form).



     Section 2.12 Global Securities. Neither the Trustee nor any Agent shall have any responsibility
for any actions taken or not taken by the Depositary.



     Section 2.13 CUSIP Numbers. The Issuer in issuing the Securities may use “CUSIP” numbers (if then
generally in use), and, if so used by the Issuer, the Trustee shall use “CUSIP” numbers in notices
of redemption as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Securities or
as contained in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Issuer will promptly notify the Trustee of any
change in the “CUSIP” numbers.



ARTIClE III




COVENANTS OF THE ISSUER




     Section 3.1 Payment of Principal, Premium and Interest. The Issuer covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay or cause to be paid the
principal of, and premium, if any, and interest on, each of the Securities of such series (together
with any additional amounts payable pursuant to the terms of such Securities) at the place or
places, at the respective times and in the manner provided in such Securities and in the Coupons,
if any, appertaining thereto and in this Indenture. The interest on Securities with Coupons
attached (together with any additional amounts payable pursuant to the terms of such Securities)
shall be payable only upon presentation and surrender of the several Coupons for such interest
installments as are evidenced thereby as they severally mature. If any temporary Unregistered
Security provides that interest thereon may be paid while such Security is in temporary form, the
interest on any such temporary Unregistered Security (together with any additional amounts payable
pursuant to the terms of such Security) shall be paid, as to the installments of interest evidenced
by Coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the
other installments of interest, if any, only upon presentation of such Securities for notation
thereon of the payment of such interest, in each case subject to any restrictions that may be
established pursuant to Section 2.3.



     Section 3.2 Offices for Payments, Etc. So long as any Securities are issued as Registered
Securities, the Issuer will maintain in the Borough of Manhattan, The City of New York, an office
or agency where the Registered Securities of each series may be presented for payment, where the
Securities of each series may be presented for exchange as is provided in this Indenture and, if
applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be
presented for registration of transfer as in this Indenture provided.



     So long as any Securities are issued as Unregistered Securities, the Issuer will maintain one
or more offices or agencies in a city or cities located outside the United States (including any
city in which such an agency is required to be maintained under the rules of any shares exchange on
which the Securities of such series are listed) where the Unregistered Securities, if any, of each
series and Coupons, if any,



16









 







appertaining thereto may be presented for payment. No payment on any Unregistered Security or
Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the
Issuer within the United States nor will any payment be made by transfer to an account in, or by
mail to an address in, the United States unless pursuant to applicable United States laws and
regulations then in effect such payment can be made without adverse tax consequences to the Issuer.
Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of any series and
Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer
maintained in the Borough of Manhattan, The City of New York, if such payment in Dollars at each
agency maintained by the Issuer outside the United States for payment on such Unregistered
Securities is illegal or effectively precluded by exchange controls or other similar restrictions.



     The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or
agency where notices and demands to or upon the Issuer in respect of the Securities of any series,
the Coupons appertaining thereto or this Indenture may be served.



     The Issuer will give to the Trustee written notice of the location of each such office or
agency and of any change of location thereof. In case the Issuer shall fail to maintain any agency
required by this Section, or shall fail to give such notice of the location or of any change in the
location of any of the above agencies, presentations and demands may be made and notices may be
served at the Corporate Trust Office of the Trustee.



     The Issuer may from time to time designate one or more additional offices or agencies where
the Securities of a series and any Coupons appertaining thereto may be presented for payment, where
the Securities of that series may be presented for exchange as provided in this Indenture and
pursuant to Section 2.3 and where the Registered Securities of that series may be presented for
registration of transfer as in this Indenture provided, and the Issuer may from time to time
rescind any such designation, as the Issuer may deem desirable or expedient; provided, however,
that no such designation or rescission shall in any manner relieve the Issuer of its obligation to
maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt
written notice of any such designation or rescission thereof.



     Section 3.3 Money for Security Payments to be Held in Trust; Unclaimed Money. If the Issuer shall
at any time act as its own paying agent, it will, on or before each due date of the principal of
and premium, if any, or interest on any of the Securities, segregate and hold in trust for the
benefit of the Holders entitled thereto a sum sufficient to pay the principal (and premium, if any)
or interest so becoming due until such sums shall be paid to such Holders or otherwise disposed of
as herein provided and will promptly notify the Trustee of its action or failure so to act.



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



     The Issuer will cause each paying agent other than the Trustee to execute and deliver to the
Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the
provisions of this Section, that such paying agent will:



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



     (2) give the Trustee notice of any default by the Issuer (or any other obligor upon the
Securities) in the making of any payment of principal and premium, if any, or interest; and



17









 





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



     The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Order direct any paying agent to pay, to the
Trustee all sums held in trust by the Issuer or such paying agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the Issuer 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.



     Any money deposited with the Trustee or any paying agent, or then held by the Issuer in trust
for the payment of the principal of and premium, if any, or interest on any Security and remaining
unclaimed for two years after such principal and premium, if any, or interest has become due and
payable shall be paid to the Issuer on Order, or, if then held by the Issuer, shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such
paying agent with respect to such trust money, and all liability of the Issuer as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such paying agent, before being
required to make any such repayment, shall at the expense of the Issuer cause to be published at
least once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York, or, in
the case of Unregistered Securities, at least once in an Authorized Newspaper in London, notice
that such money remains unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Issuer.



     Section 3.4 Statements of Officers of Issuer as to Default; Notice of Default. (1) The Issuer
will deliver to the Trustee, within 120 days after the end of each fiscal year of the Issuer ending
after the date hereof, a certificate, signed by the principal executive officer, principal
financial officer or principal accounting officer, stating whether or not to the best knowledge of
the signer thereof the Issuer is in default (without regard to periods of grace or requirements of
notice) in the performance and observance of any of the terms, provisions and conditions hereof,
and if the Issuer shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.



     (2) The Issuer shall file with the Trustee written notice of the occurrence of any default or
Event of Default within five Business Days of its becoming aware of any such default or Event of
Default and set forth, in an Officer’s Certificate, the details of such Event of Default or default and the action which the Issuer proposes to take with respect thereto.



     Section 3.5 Existence. Subject to Article IX, the Issuer will do or cause to be done all things
necessary to preserve and keep in full force and effect its existence, rights (charter and
statutory) and franchises and those of each of its Subsidiaries; provided, however, that the Issuer
shall not be required to preserve any such right or franchise if its Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of the business of
the Issuer or the business of any Subsidiary and that the loss thereof is not disadvantageous in
any material respect to the Holders.



     Section 3.6 Maintenance of Properties. The Issuer will cause all properties used or useful in the
conduct of its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Issuer may be necessary so that the business carried on in connection therewith
may be properly and advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent the Issuer from discontinuing the operation or maintenance of any such
properties if such discontinuance is, in the judgment of the Issuer, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any material respect to
the Holders.



     Section 3.7 Payment of Taxes and Other Claims. The Issuer shall pay or discharge or cause to be
paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and
governmental charges (including withholding taxes and any penalties, interest and additions to
taxes) levied or imposed upon the Issuer or any Subsidiary or upon the income, profits or property
of the Issuer or any



18









 







Subsidiary, and (2) all material lawful claims for labor, materials and supplies which, if
unpaid, might by law become a lien upon the property of the Issuer or any Subsidiary; provided,
however, that the Issuer shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings and for which disputed amounts adequate
reserves have been made.



     Section 3.8 Further Instruments and Acts. Upon request of the Trustee, or as otherwise necessary, the Issuer will execute
and deliver such further instruments and perform such further acts as may be reasonably necessary
or proper to carry out more effectively the purposes of this Indenture.



     Section 3.9 Limitations on Dispositions of Stock of Restricted Subsidiaries. As long as any of
the Securities remain Outstanding, the Issuer will not, and will not permit any Restricted
Subsidiary to, issue, sell, assign, transfer or otherwise dispose of, directly or indirectly, any
of the Voting Shares of any Restricted Subsidiary, unless:



     (1) the issuance, sale, assignment, transfer or other disposition is required to comply with
the order of a court or regulatory authority of competent jurisdiction, other than an order issued
at the request of the Issuer or of one of its Restricted Subsidiary;



     (2) all of the Voting Shares of a Restricted Subsidiary then owned by the Issuer or by its
Restricted Subsidiary is disposed of in a single transaction or in a series of related
transactions, for a consideration consisting of cash or other property the fair market value of
which is at least equal to the fair market value (as determined in good faith by the Board of
Directors) of such Voting Shares;



     (3) the issuance, sale, assignment, transfer or other disposition is made to the Issuer or
another Restricted Subsidiary; or




     (4) after giving effect to the issuance sale, assignment, transfer or other disposition, the
Issuer and its Restricted Subsidiary would own directly or indirectly at least 80% of the issued
and outstanding Voting Shares of such Restricted Subsidiary and such issuance, sale, assignment,
transfer or other disposition is made for a consideration consisting of cash or other property
which is at least equal to the fair market value of such Voting Shares (as determined in good faith
by the Board of Directors).



     Notwithstanding the foregoing, the Issuer may merge or consolidate any of its other
Subsidiaries into or with another Person and it may sell, transfer or otherwise dispose of its
business in accordance with the provisions of Article IX. Furthermore, the foregoing covenant will
not prohibit any issuance or disposition of securities by any other Subsidiary.



     Section 3.10 Commission Reports. The Issuer shall file with the Trustee, within 30 days after it
files such annual and quarterly reports, information, documents and other reports with the
Commission, copies of its annual report and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may by rules and regulations
prescribe) which the Issuer is required to file with the Commission pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934. Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained
therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall be under no
obligation to analyze or make any credit decisions with respect to reports or other information
received by it pursuant to this section, but shall hold such reports and other information solely
for the benefit of, and review by, the security holders.




19












 





     Section 3.11 Calculation of Original Issue Discount. The Issuer shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including daily rates and accrual
periods), if any, accrued on Outstanding Securities as of the end of such year and (ii) such other
specific information relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.



ARTICLE IV




SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE




     Section 4.1 Issuer to Furnish Trustee Information as to Names and Addresses of
Securityholders. If and so long as the Trustee shall not be the Security registrar for the Securities of any
series, the Issuer and any other obligor on the Securities will furnish or cause to be furnished to
the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of
the Holders of the Registered Securities of such series pursuant to Section 312 of the Trust
Indenture Act of 1939 (1) semi-annually not more than 5 days after each record date for the payment
of interest on such Registered Securities, as hereinabove specified, as of such record date and on
dates to be determined pursuant to Section 2.3 for non-interest bearing Registered Securities in
each year, and (2) at such other times as the Trustee may request in writing, within thirty days
after receipt by the Issuer of any such request as of a date not more than 15 days prior to the
time such information is furnished.



     Section 4.2 Preservation of Information; Communications to Holders. (1) The Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to the Trustee as
provided in Section 4.1 and the names and addresses of Holders received by the Trustee in its
capacity as Security Registrar or paying agent. The Trustee may destroy any list furnished to it
as provided in Section 4.1 upon receipt of a new list so furnished.



     (2) The rights of Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided by the Trust Indenture Act of 1939.



     (3) Every Holder of Securities, by receiving and holding the same, agrees with the Issuer and
the Trustee that neither the Issuer nor the Trustee nor any agent of any of them shall be held
accountable by reason of the disclosure of any such information as to the names and addresses of
the Holders in accordance with Sections 4.1 and 4.2(2), 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 4.2(2).



     Section 4.3 Reports by the Trustee. Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939 shall
be transmitted within 60 days after [ ] each year beginning [ ], as provided in Section 313(c) of
the Trust Indenture Act of 1939, so long as any Securities are Outstanding hereunder, and shall be
dated as of [ ], if required by and in compliance with Section 313(a) of the Trust Indenture Act
of 1939.



     A copy of each such report shall, at the time of such transmission to Holders, be filed by the
Trustee with each shares exchange, if any, upon which the Securities are listed, with the
Commission and with the Issuer. The Issuer will promptly notify the Trustee when the Securities
are listed on any shares exchange and of any delisting thereof.



ARTICLE V




REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT




     Section 5.1 Event of Default Defined; Acceleration of Maturity; Waiver of Default. “Event of Default” with respect to Securities of any series wherever used herein, means
each one of the following



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events which shall have occurred and be continuing (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body) unless it is either inapplicable to a particular series or it
is specifically deleted or modified in an indenture supplemental hereto, if any, under which such
series of Securities is issued:



     (1) default in the payment of all or any part of the principal of, or premium, if any, on any
of the Securities of such series as and when the same shall become due and payable either at
maturity, upon any redemption, by declaration or otherwise; provided, however, that if the Issuer
is permitted by the terms of the Securities of the applicable series to defer the payment in
question, the date on which such payment is due and payable shall be the date on which the Issuer
is required to make payment following such deferral, if such deferral has been elected pursuant to
the terms of the Securities of that series (subject to any deferral of any due date in the case of
an extension period); or



     (2) default in the payment of any installment of interest upon any of the Securities of such
series as and when the same shall become due and payable, and continuance of such default for a
period of 30 days and the interest payment date has not been properly extended or deferred;
provided, however, that if the Issuer is permitted by the terms of the Securities of the applicable
series to defer the payment in question, the date on which such payment is due and payable shall be
the date on which the Issuer is required to make payment following such deferral, if such deferral
has been elected pursuant to the terms of the Securities of that series (subject to any deferral of
any due date in the case of an extension period); or



     (3) default in the payment of any sinking fund installment as and when the same shall become
due and payable by the terms of the Securities of such series; or



     (4) failure on the part of the Issuer duly to observe or perform any other of the covenants or
agreements on the part of the Issuer in the Securities of such series (other than a covenant or
agreement in respect of the Securities of such series a default in the performance or breach of
which is elsewhere in this Section specifically dealt with) or contained in this Indenture (other
than a covenant or agreement included in this Indenture solely for the benefit of a series of
Securities other than such series) for a period of 90 days after the date on which written notice
specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding
that the Issuer remedy the same, shall have been given by registered or certified mail, return
receipt requested, to the Issuer by the Trustee, or to the Issuer and the Trustee by the holders of
at least 25% in aggregate principal amount of the Outstanding Securities of all series affected
thereby; or



     (5) a decree or order by a court having jurisdiction in the premises shall have been entered
adjudging the Issuer or a Restricted Subsidiary as bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization of the Issuer or a Restricted Subsidiary under any
applicable bankruptcy, insolvency or other similar law now or hereafter in effect, and such decree
or order shall have continued undischarged and unstayed for a period of 120 days; or a decree or
order of a court having jurisdiction in the premises for the appointment of a receiver or
liquidator or trustee or assignee in bankruptcy or insolvency of the Issuer or a Restricted
Subsidiary or of its or their property, or for the winding up or liquidation of its or their
affairs, shall have been entered, and such decree or order shall have remained in force and
unstayed for a period of 120 days; or



     (6) the Issuer or a Restricted Subsidiary shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of
an order for relief in an involuntary case under any such law, or consent to the appointment or
taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of the Issuer or a Restricted Subsidiary or for any substantial part of its or their
property, or make any general assignment for the benefit of creditors, or shall admit in writing
its inability to pay its or their respective debts generally as they become due; or



     (7) a default, as defined in any mortgage, indenture or instrument under which there may be
issued, or by which there may be secured or evidenced, any Indebtedness of the Issuer (other than a
default



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under this Indenture with respect to Securities of any series or a default with respect to any
non-recourse Indebtedness), whether such Indebtedness now exists or shall hereafter be created,
shall happen and , which default (a) is caused by failure to pay principal of or premium, if any,
or interest on such Debt after giving effect to any grace period provided in such Indebtedness on
the date of such default (“Payment Default”) or (b) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness under which there
has been a Payment Default or the maturity of which has been so accelerated, totals U.S.
$100,000,000 (or the equivalent thereof at the time of determination) or more in the aggregate, and
such acceleration shall not have been rescinded or annulled, or such Indebtedness shall not have
been discharged, within a period of 30 days after there has been given, by registered or certified
United States mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the holders of
at least 25% in aggregate principal amount of the Outstanding Securities of that series a written
notice specifying such event of default and requiring the Issuer to cause such acceleration to be
rescinded or annulled or to cause such Indebtedness to be discharged and stating that such notice
is a “Notice of Default” hereunder; or



     (8) any other Event of Default provided in the supplemental indenture under which such series
of Securities is issued or in the form of Security for such series; provided that if any such
default or acceleration referred to in clause (7) above shall cease or be cured, waived, rescinded
or annulled, then the Event of Default hereunder by reason thereof shall be deemed likewise to have
been thereupon cured.



     Except as otherwise specified with respect to a series of Securities in accordance with the
provisions of Article II, if an Event of Default (other than an Event of Default specified in
Sections 5.1(5) or 5.1(6)) with respect to Securities of any series at the time Outstanding occurs
and is continuing, either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Securities of that series then Outstanding hereunder, by notice in writing to the
Issuer (and to the Trustee if given by such Securityholders), may declare the principal of all the
Securities of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the terms of such series)
to be due and payable immediately, and upon any such declaration the same shall become and shall be
immediately due and payable. If an Event of Default specified in Sections 5.1(5) or 5.1(6) with
respect to Securities of any series at the time Outstanding occurs, the principal amount of all the
Securities of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be specified by the
terms thereof) shall automatically, and without any declaration or other action on the part of the
Trustee or any holder, become immediately due and payable.



          At any time after the principal of the Securities of that series shall have been so declared
due and payable, and before any judgment or decree for the payment of the moneys due shall have
been obtained or entered as hereinafter provided, the Holders of a majority in aggregate principal
amount of the Securities of that series then Outstanding hereunder, by written notice to the Issuer
and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has
paid or deposited with the Trustee a sum sufficient to pay all matured installments of interest
upon all the Securities of that series and the principal of , and premium, if any, on any and all
Securities of that series that shall have become due otherwise than by acceleration (with interest
upon such principal and premium, if any, and, to the extent that such payment is enforceable under
applicable law, upon overdue installments of interest, at the rate per annum or Yield to Maturity
(in the case of Original Issue Discount Securities) expressed in the Securities of that series (or
at the respective rates of interest or Yields to Maturity of all the Securities, as the case may
be) to the date of such payment or deposit) and the amount payable to the Trustee under Section
6.6, and (ii) any and all Events of Default under the Indenture with respect to such series, other
than the nonpayment of principal on Securities of that series (or, if any Securities of that series
are Original Issue Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) that shall not have become due by their terms, shall have been remedied
or waived as provided in Section 5.10.




     For all purposes under this Indenture, unless otherwise specified with respect to a series of
Securities, if a portion of the principal of any Original Issue Discount Securities shall have been
accelerated and declared due and payable pursuant to the provisions hereof, then, from and after
such declaration, unless such declaration has been rescinded and annulled, the principal amount of
such Original Issue



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Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the
principal thereof as shall be due and payable as a result of such acceleration, and payment of such
portion of the principal thereof as shall be due and payable as a result of such acceleration,
together with interest, if any, thereon and all other amounts owing thereunder, shall constitute
payment in full of such Original Issue Discount Securities.



     Section 5.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt. (1) The Issuer covenants that (a) in case default shall be made in the payment of any
installment of interest on any of the Securities of any series when such interest shall have become
due and payable, and such default shall have continued for a period of 30 days or (b) in case
default shall be made in the payment of all or any part of the principal of any of the Securities
of any series when the same shall have become due and payable, whether upon maturity of the
Securities of such series or upon any redemption or by declaration or otherwise, then upon demand
of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities
of such series the whole amount that then shall have become due and payable on all Securities of
such series, and such Coupons, for principal or interest, as the case may be (with interest to the
date of such payment upon the overdue principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest at the same rate as the rate
of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in
the Securities of such series); and in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including compensation to the Trustee and
each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and
liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as
caused by its own negligence or willful misconduct.



     Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on
the Securities of any series to the registered holders, whether or not the Securities of such
series be overdue.



     (2) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee,
in its own name and as trustee of an express trust, shall be entitled and empowered to institute
any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and
may prosecute any such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon the Securities and collect in the
manner provided by law out of the property of the Issuer or other obligor upon the Securities,
wherever situated the moneys adjudged or decreed to be payable.



     (3) In case there shall be pending proceedings relative to the Issuer or any other obligor
upon the Securities under Title 11 of the United States Code or any other applicable Federal or
state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other obligor upon the
Securities, or to the creditors or property of the Issuer or such other obligor, 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 pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:



          (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if
the Securities of any series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) owing and unpaid in respect of the
Securities of any series, and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys
and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee, except as caused by his own negligence or willful
misconduct) and of the Securityholders allowed in any judicial proceedings relative to the Issuer
or other obligor upon the Securities, or to the creditors or property of the Issuer or such other
obligor,




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          (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of
the Securities of any series in any election of a trustee or a standby trustee in arrangement,
reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing
similar functions in comparable proceedings, and




          (c) to collect and receive any moneys or other property payable or deliverable on any such
claims, and to distribute all amounts received with respect to the claims of the Securityholders
and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other
similar official is hereby authorized by each of the Securityholders to make payments to the
Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the
Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover
compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee except as caused by its own negligence or willful misconduct.




     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of any series or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder
in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or
similar person.



     (4) All rights of action and of asserting claims under this Indenture, or under any of the
Securities of any series or Coupons appertaining to such Securities, may be enforced by the Trustee
without the possession of any of such Securities or Coupons or the production thereof in any trial
or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any recovery of judgment,
subject to the payment of the expenses, disbursements and compensation of the Trustee, each
predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of
the Holders of the Securities or Coupons appertaining to such Securities in respect of which such
action was taken.



     (5) In any proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be a party) the
Trustee shall be held to represent all the Holders of the Securities or Coupons appertaining to
such Securities in respect to which such action was taken, and it shall not be necessary to make
any Holders of such Securities or Coupons appertaining to such Securities parties to any such
proceedings.



     Section 5.3 Application of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of any series
shall, subject to the subordination provisions hereof, be applied in the following order at the
date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of
principal or interest, upon presentation of the several Securities and Coupons appertaining to such
Securities in respect of which monies have been collected and stamping (or otherwise noting)
thereon the payment, or issuing Securities of such series in reduced principal amounts in exchange
for the presented Securities of like series if only partially paid, or upon surrender thereof if
fully paid:



     FIRST: To the payment of costs and expenses applicable to such series in respect of which
monies have been collected, including compensation to the Trustee and each predecessor
Trustee and their respective agents and attorneys and of all expenses and liabilities incurred, and
all advances made, by the Trustee and each predecessor Trustee except as caused by its own negligence or willful misconduct;



     SECOND: In case the principal of the Securities of such series in respect of which moneys
have been collected shall not have become and be then due and payable, to the payment of interest
on the Securities of such series in default in the order of the maturity of the installments of
such interest, with interest (to the extent that such interest has been collected by the Trustee)
upon the overdue installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount



24









 







Securities) specified in such Securities, such payments to be made ratably to the persons
entitled thereto, without discrimination or preference;



     THIRD: In case the principal of the Securities of such series in respect of which moneys have
been collected shall have become and shall be then due and payable, to the payment of the whole
amount then owing and unpaid upon all the Securities of such series for principal and interest,
with interest upon the overdue principal, and (to the extent that such interest has been collected
by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities
of such series; and in case such moneys shall be insufficient to pay in full the whole amount so
due and unpaid upon the Securities of such series, then to the payment of such principal and
interest or Yield to Maturity, without preference or priority of principal over interest or Yield
to Maturity, or of interest or Yield to Maturity over principal, or of any installment of interest
over any other installment of interest, or of any Security of such series over any other Security
of such series, ratably to the aggregate of such principal and accrued and unpaid interest or Yield
to Maturity; and



     FOURTH: To the payment of the remainder, if any, to the Issuer or any other person lawfully
entitled thereto.



     Section 5.4 Suits for Enforcement. In case an Event of Default has occurred, has not been waived and is continuing, the
Trustee may in its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem necessary to
protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in this Indenture or in
aid of the exercise of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.



     Section 5.5 Restoration of Rights on Abandonment of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned for any reason, or shall have been determined
adversely to the Trustee, then and in every such case the Issuer and the Trustee shall be restored
respectively to their former positions and rights hereunder, and all rights, remedies and powers of
the Issuer, the Trustee and the Securityholders shall continue as though no such proceedings had
been taken.



     Section 5.6 Limitations on Suits by Securityholders. No Holder of any Security of any series or of any Coupon appertaining thereto shall have
any right by virtue or by availing of any provision of this Indenture to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such Holder previously shall have given to the
Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of not less than 25% in aggregate principal amount of the Securities of
such series then Outstanding shall have made written request upon the Trustee to institute such
action or proceedings in its own name as trustee hereunder and shall have offered to the Trustee
such indemnity satisfactory to it against the costs, expenses and liabilities to be
incurred therein or thereby and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have failed to institute any such action or proceeding and no
direction inconsistent with such written request shall have been given to the Trustee pursuant to
Section 5.9; it being understood and intended, and being expressly covenanted by the taker and
Holder of every Security or Coupon with every other taker and Holder and the Trustee, that no one
or more Holders of Securities of any series or Coupons appertaining to such Securities shall have
any right in any manner whatever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of any other such Holder of Securities or Coupons
appertaining to such Securities, or to obtain or seek to obtain priority over or preference to any
other such Holder or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all Holders of Securities of the
applicable series and Coupons appertaining to such Securities. For the protection and enforcement
of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.



25









 





     Section 5.7 Unconditional Right of Securityholders to Institute Certain Suits. Notwithstanding any other provision in this Indenture and any provision of any Security,
the right of any Holder of any Security or Coupon to receive payment of the principal of and
interest on such Security or Coupon on or after the respective due dates expressed in such Security
or Coupon, or to institute suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.



     Section 5.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except as provided in Section 5.6, no right or remedy herein conferred upon or reserved to
the Trustee or to the Holders of Securities or Coupons is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right
or remedy.



     No delay or omission of the Trustee or of any Holder of Securities or Coupons to exercise any
right or power accruing upon any Event of Default occurring and continuing as aforesaid shall
impair any such right or power or shall be construed to be a waiver of any such Event of Default or
an acquiescence therein; and, subject to Section 5.6, every power and remedy given by this
Indenture or by law to the Trustee or to the Holders of Securities or Coupons may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders of
Securities or Coupons.



     Section 5.9 Control by Holders of Securities. The Holders of a majority in aggregate principal amount of the Securities of any series
affected at the time Outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to the Securities of such series by this Indenture; provided
that such direction shall not be otherwise than in accordance with law and the provisions of this
Indenture and that the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction.



     Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any
action deemed proper by the Trustee and which is not inconsistent with such direction or directions
by Securityholders.



     Section 5.10 Waiver of Past Defaults. Prior to the acceleration of the maturity of any Securities as provided in Section 5.1, the
Holders of a majority in aggregate principal amount of the Securities of such series at the time
Outstanding with respect to which an Event of Default shall have occurred and be continuing may on
behalf of the Holders of all Securities of such series waive any past default or Event of Default
described in Section 5.1 and its consequences, except (i) a default in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the Holder of each
Security affected or (ii) in the payment of the principal of or
any premium or interest on any Securities of such series. In the case of any such waiver, the Issuer, the Trustee and the Holders of all
such Securities shall be restored to their former positions and rights hereunder, respectively; but
no such waiver shall extend to any subsequent or other default or impair any right consequent
thereon.



     Upon any such waiver, such default shall cease to exist and be deemed to have been cured and
not to have occurred, and any Event of Default arising therefrom shall be deemed to have been
cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any right consequent
thereon.



26









 





     Section 5.11 Trustee to Give Notice of Default, but May Withhold in Certain
Circumstances . The Trustee shall, within ninety days after the occurrence of a default with respect to the
Securities of any series, give notice of all defaults with respect to that series actually known to
a Responsible Officer of the Trustee (1) if any Unregistered Securities of that series are then
Outstanding, to the Holders thereof, by publication at least once an Authorized Newspaper in London
and (2) to all Holders of Securities of such series in the manner and to the extent provided in
Section 313(c) of the Trust Indenture Act of 1939, unless in each case such defaults shall have
been cured before the mailing or publication of such notice (the term “defaults” for the purpose of
this Section being hereby defined to mean any event or condition which is, or with notice or lapse
of time or both would become, an Event of Default); provided that, except in the case of default in
the payment of the principal of or interest on any of the Securities of such series, or in the
payment of any sinking fund installment on 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 or trustees and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the Securityholders of such
series.



     Section 5.12 Right of Court to Require Filing of Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Security or Coupon by his or
her acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in aggregate principal amount
of the Securities of such series, or, in the case of any suit relating to or arising under clause
(4) or (8) of Section 5.1 (if the suit relates to Securities of more than one but less than all
series), 10% in aggregate principal amount of Securities then Outstanding and affected thereby, or
in the case of any suit relating to or arising under clause (4) or (8) (if the suit under clause
(4) or (8) relates to all the Securities then Outstanding), (5), (6) or (7) of Section 5.1, 10% in
aggregate principal amount of all Securities then Outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of or interest on any Security
on or after the due date expressed in such Security or any date fixed for redemption.



ARTICLE VI




CONCERNING THE TRUSTEE




     Section 6.1 Duties and Responsibilities of the Trustee; During Default; Prior to
Default. (1) With respect to the Holders of any series of Securities issued hereunder, the Trustee,
prior to the occurrence of an Event of Default with respect to the Securities of a particular
series and after the curing or waiving of all Events of Default which may have occurred with
respect to such series, undertakes to perform such duties and only such duties as are specifically
set forth in this Indenture. In case an Event of Default with respect to the Securities of a
series has occurred (which has not been cured or waived) the Trustee shall exercise with respect to
such series of Securities such of the rights and powers vested in it by this Indenture, and use the
same degree of care and skill in their exercise, as a prudent person would exercise or use under
the circumstances in the conduct of his or her own affairs.



     (2) 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:



          (a) prior to the occurrence of an Event of Default with respect to the Securities of any
series and after the curing or waiving of all such Events of Default with respect to such series
which may have occurred:




               (i) the duties and obligations of the Trustee with respect to the Securities of any series
shall be determined solely by the express provisions of this Indenture, and the Trustee shall



27









 




not be liable except for the performance of such duties and obligations as are specifically
set forth in this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and




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



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




          (c) 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 pursuant to Section 5.9 relating
to the time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this Indenture.




          (d) the Trustee shall not be required to take notice, and shall not be deemed to have notice,
of any default or Event of Default hereunder, except Events of Default described in paragraphs (1),
(2) and (3) of Section 5.1 hereof, unless a Responsible Officer of the Trustee shall be notified
specifically of the default or Event of Default on a written instrument or document delivered to it
at its Corporate Trust Office, which such notice references the Securities and this Indenture, by the Issuer or by the Holders of at least 10% of the aggregate principal
amount of Securities then Outstanding. In the absence of delivery of notice satisfying those
requirements, the Trustee may assume conclusively that there is no default or Event of Default,
except as noted.




     (3) None of the provisions contained in this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for
believing that the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.



     The provisions of this Section 6.1 are in furtherance of and subject to Section 315 of the
Trust Indenture Act of 1939.



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




     Section 6.2 Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section
6.1:



     (1) the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, and shall be protected in acting or refraining from acting upon
any resolution, Officer’s Certificate or any other certificate, resolutions, statement, instrument, opinion,
report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or
parties;



     (2) any request, direction, order or demand of the Issuer mentioned herein shall be
sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be
herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer;



     (3) the Trustee may consult with legal counsel of its choice or other experts, and the advice
of such experts within the scope of such expert’s area of expertise or advice or opinion of counsel with
respect to legal matters shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with
such advice or opinion;



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     (4) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in
it by this Indenture at the request, order or direction of any of the Securityholders pursuant to
the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee
security or indemnity satisfactory to it against the costs, expenses and liabilities
which might be incurred therein or thereby;



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



     (6) prior to the occurrence of an Event of Default hereunder and after the curing or waiving
of all Events of Default, the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other
paper or document unless requested in writing so to do by the Holders of not less than a majority
in aggregate principal amount of the Securities of all series affected by such Event of Default and
then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it
by the terms of this Indenture, the Trustee may require indemnity reasonably satisfactory to it
against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every
such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor
Trustee, shall be repaid by the Issuer upon demand;



     (7) 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 such agent or attorney appointed
with due care by it hereunder;



     (8) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by
it in good faith in accordance with the direction of the holders pursuant to Section 5.9 relating
to the time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon it by this Indenture;



     (9) 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;



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



     (11) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the Issuer, at a
time reasonably determined by the Issuer, personally or by agent or attorney at the sole cost of
the Issuer and shall incur no liability or additional liability of any kind by reason of such
inquiry or investigation; and



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



29









 





     (13) in no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.




     Section 6.3 Trustee Not Responsible for Recitals, Disposition of Securities or Application
of Proceeds Thereof. The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of any Securities or Coupons. The Trustee shall not
be accountable for the use or application by the Issuer of any of the Securities or of the proceeds
thereof.



     Section 6.4 Trustee and Agents May Hold Securities or Coupons; Collections, Etc. The Trustee or any agent of the Issuer or the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities or Coupons with the same rights it would
have if it were not the Trustee or such agent and may otherwise deal with the Issuer and receive,
collect, hold and retain collections from the Issuer with the same rights it would have if it were
not the Trustee or such agent.



     Section 6.5 Moneys Held by Trustee. Subject to the provisions of Section 3.3 hereof, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for which they were
received, but need not be segregated from other funds except to the extent required by mandatory
provisions of law. Neither the Trustee nor any agent of the Issuer or the Trustee shall be under
any liability for interest on any moneys received by it hereunder.



     Section 6.6 Compensation and Indemnification of Trustee and its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, such compensation as shall be agreed in writing between the Issuer and the
Trustee from time to time (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or
reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in accordance with any of the
provisions of this Indenture (including the compensation and the expenses and
disbursements of its counsel and of all agents and other persons not regularly in its employ)
except any such expense, disbursement or advance shall be determined to have been caused by its own negligence or
willful misconduct. The Issuer also covenants to indemnify the Trustee, each predecessor Trustee
and their respective directors, officers, employees, and agents (the “indemnitees”) for, and to
hold the indemnitees harmless against, any and all loss, liability, claim, damage, penalty, fine or
expense, including taxes and reasonable out-of-pocket expenses, reasonable incidental expenses and
legal fees and expenses incurred without negligence or willful misconduct on
the indemnitees’ part, arising out of or in connection with the acceptance or administration of
this Indenture or the trusts hereunder and the indemnitees’ duties hereunder, including the costs
and expenses of defending themselves against or investigating any claim, whether asserted by the
Issuer or any Holder or any other Person, or liability in connection with the exercise or
performance of the indemnitees’ duties or obligations hereunder. The obligations of the Issuer
under this Section to compensate and indemnify the indemnitees and to pay or reimburse the
indemnitees for expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this Indenture and the resignation or
removal of the Trustee in accordance with Section 6.10 herein. Such additional indebtedness shall
be a senior claim to that of the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities
or Coupons, and the Securities are hereby subordinated to such senior claim.



     The Trustee shall have a lien prior to the Securities as to all property and funds held by it
hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.6, except
with respect to funds held in trust for the benefit of the Holders of particular Securities.



     When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 5.1(5) or Section 5.1(6), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to constitute expenses
of administration under any applicable Federal or state bankruptcy, insolvency or other similar
law.



     Section 6.7 Right of Trustee to Rely on Officer’s Certificate, Etc. Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts of this
Indenture the Trustee shall deem it necessary or



30









 







desirable that a matter be proved or established prior to taking or suffering or omitting any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or willful misconduct on the part of the
Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered
to the Trustee, and such certificate, in the absence of negligence or willful misconduct
on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted by it under the provisions of this Indenture upon the faith thereof.



     Section 6.8 Indentures Not Creating Potential Conflicting Interests for the Trustee. The following indentures are hereby specifically described for the purposes of Section
310(b)(1) of the Trust Indenture Act of 1939: this Indenture with respect to the Securities of any
series.



     Section 6.9 Persons Eligible for Appointment as Trustee. The Trustee for each series of Securities hereunder shall at all times be a corporation or
banking association organized and doing business under the laws of the United States of America or
of any State or the District of Columbia having a combined capital and surplus of at least
$50,000,000, and which is authorized under such laws to exercise corporate trust powers and is
subject to supervision or examination by Federal, State or District of Columbia authority. Such
corporation or banking association shall have a place of business or an affiliate with a place of
business in the Borough of Manhattan, The City of New York if there be such a corporation or
association in such location willing to act upon reasonable and customary terms and conditions. If
such corporation or association publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation or association shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 6.10.



     The provisions of this Section 6.9 are in furtherance of and subject to Section 310(a) of the
Trust Indenture Act of 1939.



     Section 6.10 Resignation and Removal; Appointment of Successor Trustee. (1) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign
with respect to one or more or all series of Securities by giving written notice of resignation to
the Issuer and (a) if any Unregistered Securities of a series affected are then Outstanding, by
giving notice of such resignation to the Holders thereof, by publication, at the Issuer’s expense,
at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and (b)
if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such
resignation to the Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so
furnished to the Trustee and (c) by mailing notice of such resignation to the Holders of then
Outstanding Registered Securities of each series affected at their addresses as they shall appear
on the registry books. Upon receiving such notice of resignation, the Issuer shall promptly
appoint a successor Trustee or Trustees with respect to the applicable series by written instrument
in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor Trustee or Trustees. If no
successor Trustee shall have been so appointed with respect to any series and have accepted
appointment within 30 days after the mailing of such notice of resignation, the resigning Trustee
may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a
successor Trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the provisions of
Section 5.12, on behalf of himself or herself and all others similarly situated, petition any such
court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if
any, as it may deem proper and prescribe, appoint a successor Trustee.



     (2) In case at any time any of the following shall occur:



          (a) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust
Indenture Act of 1939 with respect to any series of Securities after written request therefor by
the



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Issuer or by any Securityholder who has been a bona fide Holder of a Security or Securities of
such series for at least six months; or




          (b) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.9
and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written
request therefor by the Issuer or by any Securityholder; or




          (c) the Trustee shall become incapable of acting with respect to any series of Securities, or
shall be adjudged bankrupt or insolvent, or a receiver or liquidator 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, the Issuer may remove the Trustee with respect to the applicable series of
Securities and appoint a successor Trustee for such series by written instrument, in duplicate,
executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor Trustee, or, subject to the
provisions of Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has been a
bona fide Holder of a Security or Securities of such series for at least six months may on behalf
of himself or herself 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 such series. Such court may thereupon, after such notice, if any, as it may deem proper, remove
the Trustee and appoint a successor Trustee.




     (3) The Holders of a majority in aggregate principal amount of the Securities of each series
at the time Outstanding may at any time remove the Trustee with respect to Securities of such
series and appoint a successor Trustee with respect to the Securities of such series by delivering
to the Trustee so removed, to the successor Trustee so appointed and to the Issuer the evidence
provided for in Section 7.1 of the action in that regard taken by such Securityholders.



     (4) Any resignation or removal of the Trustee with respect to any series and any appointment
of a successor Trustee with respect to such series pursuant to any of the provisions of this
Section 6.10 shall become effective upon acceptance of appointment by the successor Trustee as
provided in Section 6.11.



     Section 6.11 Acceptance of Appointment by Successor Trustee. Any successor Trustee appointed as provided in Section 6.10 shall execute and deliver to
the Issuer and to its predecessor Trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Trustee with respect to all or any
applicable series shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all rights, powers, duties and obligations with respect to
such series of its predecessor hereunder, with like effect as if originally named as Trustee for
such series hereunder; but, nevertheless, on the written request of the Issuer or of the successor
Trustee, upon payment of its charges then unpaid, the Trustee ceasing to act shall, subject to
Section 3.3, pay over to the successor Trustee all moneys at the time held by it hereunder and
shall execute and deliver an instrument transferring to such successor trustee all such rights,
powers, duties and obligations. Upon request of any such successor Trustee, the Issuer shall
execute any and all instruments in writing for more fully and certainly vesting in and confirming
to such successor Trustee all such rights and powers. Any Trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected by such Trustee to
secure any amounts then due it pursuant to the provisions of Section 6.6.



     If a successor Trustee is appointed with respect to the Securities of one or more (but not
all) series, the Issuer, 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 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 retiring shall continue to be vested in the
predecessor Trustee, and 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



32









 







indenture shall constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be Trustee of a trust or trusts under separate indentures.



     No successor Trustee with respect to any series of Securities shall accept appointment as
provided in this Section 6.11 unless at the time of such acceptance such successor Trustee shall be
qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions
of Section 6.9.



     Upon acceptance of appointment by any successor Trustee as provided in this Section 6.11, the
Issuer shall give notice thereof (1) if any Unregistered Securities of a series affected are then
Outstanding, to the Holders thereof, by publication of such notice at least once in an Authorized
Newspaper in the Borough of Manhattan, The City of New York and (2) if any Unregistered Securities
of a series affected are then Outstanding, to the Holders thereof who have filed their names and
addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939, by
mailing such notice to such Holders at such addresses as were so furnished to the Trustee (and the
Trustee shall make such information available to the Issuer for such purpose) and (3) if any
Registered Securities of a series affected are then Outstanding, to the Holders thereof, by mailing
such notice to such Holders at their addresses as they shall appear on the registry books. If the
acceptance of appointment is substantially contemporaneous with the resignation, then the notice
called for by the preceding sentence may be combined with the notice called for by Section 6.10.
If the Issuer fails to give such notice within ten days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be given at the expense of the
Issuer.



     Section 6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee. Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
that such corporation shall be qualified under Section 310(b) of the Trust Indenture Act of 1939
and eligible under the provisions of Section 6.9, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.



     In case at the time such successor to the Trustee shall succeed to the trusts created by this
Indenture any of the Securities of any series shall have been authenticated but not delivered, any
such successor to the Trustee may adopt the certificate of authentication of any predecessor
Trustee and deliver such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or in the name of the
successor Trustee; and in all such cases such certificate shall have the full force which it is
anywhere in the Securities of such series or in this Indenture provided that the certificate of the
Trustee shall have; provided, that the right to adopt the certificate of authentication of any
predecessor Trustee or to authenticate Securities of any series in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or consolidation.



     Section 6.13 Preferential Collection of Claims Against the Issuer. The Trustee shall comply with Section 311(a) of the Trust Indenture Act of 1939, excluding
any creditor relationship listed in Section 311(b) of the Trust Indenture Act of 1939. A Trustee
who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act of
1939 to the extent indicated therein.



     Section 6.14 Appointment of Authenticating Agent. As long as any Securities of a series remain Outstanding, the Trustee may, by an instrument
in writing, appoint with the approval of the Issuer an authenticating agent (the “Authenticating
Agent”) which shall be authorized to act on behalf of the Trustee to authenticate Securities,
including Securities issued upon exchange, registration of transfer, partial redemption or pursuant
to Section 2.9. Securities of each such series authenticated by such Authenticating Agent shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee. Whenever reference is made in this Indenture to the authentication
and delivery of Securities of any series by the Trustee or to 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 for such series and a Certificate of Authentication executed
on behalf



33









 







of the Trustee by such Authenticating Agent. Such Authenticating Agent shall at all times be
a corporation organized and doing business under the laws of the United States of America or of any
State, authorized under such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 (determined as provided in Section 6.9 with respect to the Trustee)
and subject to supervision or examination by Federal or State authority.



     Any corporation into which any 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 any Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all the corporate agency business of any Authenticating Agent, shall continue to be
the Authenticating Agent with respect to all series of Securities for which it served as
Authenticating Agent without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent. Any Authenticating Agent may at any time, and if it
shall cease to be eligible shall, resign by giving written notice of resignation to the Trustee and
to the Issuer.



     Upon receiving such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section 6.14 with respect to one or more series of Securities, the Trustee shall upon receipt of an
Order appoint a successor Authenticating Agent and the Issuer shall provide notice of such
appointment to all Holders of Securities of such series in the manner and to the extent provided in
Section 11.4. Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent. The Issuer agrees to
pay to the Authenticating Agent for such series from time to time reasonable compensation. The
Authenticating Agent for the Securities of any series shall have no responsibility or liability for
any action taken by it as such at the direction of the Trustee.



     Sections 6.2, 6.3, 6.4, 6.6 and 7.3 shall be applicable to any Authenticating Agent.



ARTICLE VII




CONCERNING THE SECURITYHOLDERS




     Section 7.1 Evidence of Action Taken by Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in principal amount of
the Securityholders of any or all series may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such specified percentage of Securityholders
in person or by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to
the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Sections 6.1 and 6.2) conclusive in
favor of the Trustee and the Issuer, if made in the manner provided in this Article.



     Section 7.2 Proof of Execution of Instruments and of Holding of Securities. Subject to Sections 6.1 and 6.2, the execution of any instrument by a Securityholder or his
or her agent or proxy may be proved in the following manner:



     (1) The fact and date of the execution by any Holder of any instrument may be proved by the
certificate of any notary public or other officer of any jurisdiction authorized to take
acknowledgments of deeds or administer oaths that the person executing such instruments
acknowledged to him or her the execution thereof, or by an affidavit of a witness to such execution
sworn to before any such notary or other such officer. Where such execution is by or on behalf of
any legal entity other than an individual, such certificate or affidavit shall also constitute
sufficient proof of the authority of the person executing the same.



     (2) The fact of the holding by any Holder of an Unregistered Security of any series, and the
identifying number of such Security and the date of his or her holding the same, may be proved by
the




34












 




production of such Security or by a certificate executed by any trust company, bank, banker or
recognized securities dealer wherever situated satisfactory to the Trustee, if such certificate
shall be deemed by the Trustee to be satisfactory. Each such certificate shall be dated and shall
state that on the date thereof a Security of such series bearing a specified identifying number was
deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by
the person named in such certificate. Any such certificate may be issued in respect of one or more
Unregistered Securities of one or more series specified therein. The holding by the person named
in any such certificate of any Unregistered Securities of any series specified therein shall be
presumed to continue for a period of one year from the date of such certificate unless at the time
of any determination of such holding (a) another certificate bearing a later date issued in respect
of the same Securities shall be produced, or (b) the Securities of such series specified in such
certificate shall be produced by some other person, or (c) the Securities of such series specified
in such certificate shall have ceased to be Outstanding. Subject to Sections 6.1 and 6.2, the fact
and date of the execution of any such instrument and the amount and numbers of Securities of any
series held by the person so executing such instrument and the amount and numbers of any Security
or Securities for such series may also be proven in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee for such series or in any other manner which the
Trustee for such series may deem sufficient.




     (3) In the case of Registered Securities, the ownership of such Securities shall be proved by
the Security register or by a certificate of the Security registrar.



     The Issuer may set a record date for purposes of determining the identity of Holders of
Registered Securities of any series entitled to vote or consent to any action referred to in
Section 7.1, which record date may be set at any time or from time to time by notice to the
Trustee, for any date or dates (in the case of any adjournment or reconsideration) not more than 60
days nor less than five days prior to the proposed date of such vote or consent, and thereafter,
notwithstanding any other provisions hereof, with respect to Registered Securities of any series,
only Holders of Registered Securities of such series of record on such record date shall be
entitled to so vote or give such consent or revoke such vote or consent.



     Section 7.3 Holders to Be Treated as Owners. The Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and treat the
person in whose name any Security shall be registered upon the Security register for such series as
the absolute owner of such Security (whether or not such Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving
payment of or on account of the principal of and, subject to the provisions of this Indenture,
interest on such Security and for all other purposes; and neither the Issuer nor the Trustee nor
any agent of the Issuer or the Trustee shall be affected by any notice to the contrary. The
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Holder of any
Unregistered Security and the Holder of any Coupon as the absolute owner of such Unregistered
Security or Coupon (whether or not such Unregistered Security or Coupon shall be overdue) for the
purpose of receiving payment thereof or on account thereof and for all other purposes and neither
the Issuer, the Trustee, nor any agent of the Issuer or the Trustee shall be affected by any notice
to the contrary. All such payments so made to any such person, or upon his or her order, shall be
valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Unregistered Security or Coupon.



     Section 7.4 Securities Owned by Issuer Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction, consent or waiver
under this Indenture, Securities which are owned by the Issuer or any other obligor on the
Securities with respect to which such determination is being made or by any person directly or
indirectly controlling or controlled by or under direct or indirect common control with the Issuer
or any other obligor on the Securities with respect to which such determination is being made shall
be disregarded and deemed not to be Outstanding for the purpose of any such determination, except
that for the purpose of determining whether the Trustee shall be protected in relying on any such
direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually
knows are so owned shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right so to act with respect to such Securities and that the pledgee is not the
Issuer or any other obligor upon the



35









 







Securities or any person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Issuer or any other obligor on the Securities. In case of a
dispute as to such right, the advice of counsel shall be full protection in respect of any decision
made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall
furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Securities, if
any, known by the Issuer to be owned or held by or for the account of any of the above-described
Persons; and, subject to Sections 6.1 and 6.2, the Trustee shall be entitled to accept such
Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that
all Securities not listed therein are Outstanding for the purpose of any such determination.



     Section 7.5 Right of Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section
7.1, of the taking of any action by the Holders of the percentage in aggregate principal amount of
the Securities of any or all series, as the case may be, specified in this Indenture in connection
with such action, any Holder of a Security the serial number of which is shown by the evidence to
be included among the serial numbers of the Securities the Holders of which have consented to such
action may, by filing written notice at the Corporate Trust Office and upon proof of holding as
provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid
any such action taken by the Holder of any Security shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Security and of any Securities issued in
exchange or substitution therefor or on registration of transfer thereof, irrespective of whether
or not any notation in regard thereto is made upon any such Security. Any action taken by the
Holders of the percentage in aggregate principal amount of the Securities of any or all series, as
the case may be, specified in this Indenture in connection with such action shall be conclusively
binding upon the Issuer, the Trustee and the Holders of all the Securities affected by such action.



ARTICLE VIII




SUPPLEMENTAL INDENTURES




     Section 8.1 Supplemental Indentures Without Consent of Securityholders. (1) In addition to any supplemental indenture otherwise authorized by this Indenture, the
Issuer, when authorized by a resolution of its Board of Directors (which resolution may provide
general terms or parameters for such action and may provide that the specific terms of such action
may be determined in accordance with or pursuant to an Order), and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto, which comply with
the Trust Indenture Act of 1939, as then in effect, without the consent of the Holders, for one or
more of the following purposes:



          (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the
Securities of one or more series any property or assets;




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




          (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or
provisions as the Issuer shall consider to be for the benefit of the Holders of Securities or
Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions, conditions or provisions an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as herein set forth;
provided, that in respect of any such additional covenant, restriction, condition or provision such
supplemental indenture may provide for a particular period of grace after default (which period may
be shorter or longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the remedies available to the
Trustee upon such an Event of Default or may limit the right of the Holders of a majority in
aggregate principal amount of the Securities of such series to waive such an Event of Default;




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          (d) to cure any ambiguity, inconsistency, omission or defect to any provision contained herein
or in any supplemental indenture;




          (e) to establish the forms or terms of Securities of any series or of the Coupons appertaining
to such Securities as permitted by Sections 2.1 and 2.3;




          (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; and




          (g) to make any change that does not adversely affect the rights of any Holder of affected
Securities in any material respect.




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



     (3) Any supplemental indenture authorized by the provisions of this Section may be executed
without the consent of the Holders of any of the Securities at the time outstanding,
notwithstanding any of the provisions of Section 8.2.



     Section 8.2 Supplemental Indentures With Consent of Securityholders. (1) With the consent (evidenced as provided in Article VII) of the Holders of not less than
a majority in aggregate principal amount of the Securities at the time Outstanding of all series
affected by such supplemental indenture voting separately, the Issuer and the Trustee may, from
time to time and at any time, enter into an indenture or indentures supplemental hereto, which
comply with the Trust Indenture Act of 1939, 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 or of the Coupons appertaining to such Securities; provided, that no such
supplemental indenture shall (a) extend the final maturity of any then issued Security, or reduce
the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any amount payable on redemption thereof, or make the principal thereof (including any
amount in respect of original issue discount), or interest thereon payable in any coin or currency
other than that provided in such Securities and any Coupons thereon or in accordance with the terms
thereof, or reduce the amount of the principal of a then issued Original Issue Discount Security
that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.1
or the amount thereof provable in bankruptcy pursuant to Section 5.2, or impair or affect the right
of any Securityholder to institute suit for the payment thereof or, if such Securities provide
therefor, any right of repayment at the option of the Securityholder, in each case without the
consent of the Holder of each Security so affected, or (b) reduce the percentage in principal
amount of then issued Securities of any series, the consent of the Holders of which is required for
any such supplemental indenture, without the consent of the Holders of each Security so affected.



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



     (3) Upon the request of the Issuer, accompanied by the Officer’s Certificate
and Opinion of Counsel stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture, and upon the filing with the Trustee of evidence of the consent of the
Holders of the Securities as aforesaid and other documents, if any, required by Section 7.1, the
Trustee shall join with the



37









 







Issuer in the execution of such supplemental indenture unless such supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental
indenture.



     (4) It shall not be necessary for the consent of the Securityholders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall be sufficient if
such consent shall approve the substance thereof.



     (5) Promptly after the execution by the Issuer and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Trustee shall give notice thereof (a) if any
Registered Securities of a series affected thereby are then Outstanding, to the Holders thereof by
mailing a notice thereof by first-class mail to such Holders at their addresses as they shall
appear on the Security register, (b) if any Unregistered Securities of a series affected thereby
are then Outstanding, to the Holders thereof who have filed their names and addresses with the
Trustee pursuant to Section 313 (c)(2) of the Trust Indenture Act of 1939, by mailing a notice
thereof by first-class mail to such Holders at such addresses as were so furnished to the Trustee
and (c) if any Unregistered Securities of a series affected thereby are then Outstanding, to all
Holders thereof, by publication of a notice thereof at least once in an Authorized Newspaper in
London, and such notice shall set forth in general terms the substance of such supplemental
indenture. Any failure of the Issuer to give such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental indenture.



     Section 8.3 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Issuer and the Holders of Securities of each series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture for any and all
purposes.



     Section 8.4 Documents to Be Given to Trustee. The Trustee, subject to the provisions of Sections 6.1 and 6.2, shall be given,
 and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article
VIII complies with the applicable provisions of this Indenture.



     Section 8.5 Notation on Securities in Respect of Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear a notation in form
approved by the Trustee for such series as to any matter provided for by such supplemental
indenture or as to any action taken by Securityholders. If the Issuer or the Trustee shall so
determine, new Securities of any series so modified as to conform, in the opinion of the Trustee
and the Board of Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and delivered in
exchange for the Securities of such series then Outstanding.



     Section 8.6 Subordination Unimpaired. This Indenture may not be amended to alter the subordination of any of the Outstanding
Securities without the written consent of each holder of Senior Indebtedness then outstanding that
would be adversely affected thereby.




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ARTICLE IX




CONSOLIDATION, MERGER, SALE OR CONVEYANCE




     Section 9.1 Issuer May Consolidate, Etc., Only on Certain Terms.



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



          (a) the Issuer is the surviving corporation in a merger or consolidation; or




          (b) in the case the Issuer shall consolidate with or merge into another Person or convey or
transfer its assets substantially as an entirety to any Person, the person formed by such
consolidation or into which the Issuer is merged or the Person which acquires by conveyance or
transfer shall be a corporation, partnership, trust or limited liability company, organized and
validly existing under the laws of the United States of America, any state thereof or the District
of Columbia and shall expressly assume, by indenture supplemental hereto and entered into pursuant
to Article VIII hereof, executed and delivered to the Trustee, the due and punctual payment of
principal of and any premium and interest on all the Securities and the performance or observance
of every covenant to the Indenture on the part of the Issuer to be performed or observed; and




          (c) immediately after giving effect to the consolidation, merger, conveyance or transfer, no
Event of Default, and no event which, after notice or lapse of time or both, would become an Event
of Default, shall have happened and be continuing; and




          (d) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that the supplemental indenture, entered into pursuant to Article VIII
hereof, complies with the Article and that all conditions precedent herein provided for relating to
such transaction have been complied with.




     (2) The provisions of 9.1(1) shall not be applicable to the direct or indirect conveyance,
transfer or lease of all or any portion of the stock, assets or liabilities of any of the Issuer’s
wholly-owned Subsidiaries to the Issuer or other wholly-owned Subsidiaries of the Issuer.



     Section 9.2 Successor Substituted for the Issuer. Upon any consolidation of the Issuer with, or merger of the Issuer into, any other Person
or any conveyance or transfer of the properties and assets of the Issuer substantially as an
entirety in accordance with Section 9.1, the successor Person formed by such consolidation or into
which the Issuer is merged or to which such conveyance or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under this Indenture with
the same effect as if such successor Person had been named as the Issuer herein, and thereafter,
the predecessor Person shall be relieved of all obligations and covenants under this Indenture and
the Securities.



ARTICLE X




SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS




     Section 10.1 Termination of Issuer’s Obligations Under the Indenture. (1) This Indenture shall upon an Order cease to be of further effect with respect to
Securities of or within any series and any Coupons appertaining thereto (except as to any surviving
rights of registration of transfer or exchange of such Securities and replacement of such
Securities which may have been lost, stolen or mutilated as herein expressly provided for) and the
Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture with respect to such Securities and any Coupons appertaining
thereto when



          (a) either





     (i) all such Securities previously authenticated and delivered and all Coupons
appertaining thereto (other than (A) such Coupons appertaining to Unregistered
Securities surrendered in exchange for Registered Securities and maturing after
such



39









 






exchange, surrender of which is not required or has been waived as provided in
Section 2.8, (B) such Securities and Coupons which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 2.9, (C) such
Coupons appertaining to Unregistered Securities called for redemption and maturing
after the date fixed for redemption thereof, surrender of which has been waived as
provided in Section 12.3 and (D) such Securities and Coupons for whose payment
money has theretofore been deposited in trust or segregated and held in trust by
the Issuer and thereafter repaid to the Issuer or discharged from such trust as
provided in Section 3.3) have been delivered to the Trustee for cancellation; or




     (ii) all Securities of such series and, in the case of (X) or (Y) below, all
Coupons appertaining thereto not theretofore delivered to the Trustee for
cancellation (X) have become due and payable, or (Y) will become due and payable
within one year, or (Z) if redeemable at the option of the Issuer, 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 Issuer, and the Issuer, in the case of (X), (Y) or (Z) above, has
irrevocably deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose an amount in the currency or currencies or currency unit or
units in which the Securities of such series are payable, the opinion of a
nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, sufficient to pay and discharge the
entire indebtedness on such Securities and such Coupons not theretofore delivered
to the Trustee for cancellation, for principal, premium, if any, and interest, with
respect thereto, to the date of such deposit (in the case of Securities which have
become due and payable) or maturity date or redemption date, as the case may be;



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




          (c) the Issuer 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 as to such series have been complied with.




     (2) Notwithstanding the satisfaction and discharge of this Indenture, the obligation of the
Issuer to the Trustee and any predecessor Trustee under Section 6.6, the obligations of the Issuer
to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the
Trustee pursuant to (1)(a)(ii) of this Section, the obligations of the Trustee under Section 10.2
and the last paragraph of Section 3.3 shall survive such satisfaction and discharge.



     Section 10.2 Application of Trust Funds. Subject to the provisions of the last paragraph of Section 3.3, all money deposited with
the Trustee pursuant to Section 10.1 shall be held in trust and applied by it, in accordance with
the provisions of the Securities, the Coupons and this Indenture, to the payment, either directly
or through any paying agent (including the Issuer acting as its own paying agent) as the Trustee
may determine, to the Persons entitled thereto of the principal, premium, if any and any interest
for whose payment such money has been deposited with or received by the Trustee, but such money
need not be segregated from other funds except to the extent required by law.



     Section 10.3 Applicability of Legal Defeasance Provisions; Issuer’s Option to Effect Legal
Defeasance or Covenant Defeasance. If pursuant to Section 2.3 provision is made for either or both of (1) Legal Defeasance of
the Securities of or within a series under Section 10.4 or (2) Covenant Defeasance of the
Securities of or within a series under Section 10.5, then the provisions of such Section or
Sections, as the case may be, together with the provisions of Sections 10.6 through 10.9 inclusive,
with such modifications thereto as may be specified pursuant to Section 2.3 with respect to any
Securities, shall be applicable to such Securities and any Coupons appertaining thereto, and the
Issuer may at its option by or pursuant to Board Resolution, at any time, with respect to such
Securities and any Coupons appertaining thereto, elect to have Section 10.4 (if applicable) or
Section 10.5 (if applicable) be applied to such



40









 







Outstanding Securities and any Coupons appertaining thereto upon compliance with the
conditions set forth below in this Article.



     Section 10.4 Legal Defeasance and Discharge. Upon the Issuer’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, and any Coupons appertaining thereto,
the Issuer shall be deemed to have been discharged from its obligations with respect to such
Securities and any Coupons appertaining thereto as provided in this Section on and after the date
the conditions set forth in Section 10.6 are satisfied (hereinafter called “Legal Defeasance”). For
this purpose, such Legal Defeasance means that the Issuer shall be deemed to have paid and
discharged the entire indebtedness represented by such Securities and any Coupons appertaining
thereto which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 10.7
and the other Sections of this Indenture referred to in clause (2) of this Section and to have
satisfied all its other obligations under such Securities and any Coupons appertaining thereto and
this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and
the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated or discharged
hereunder: (1) the rights of Holders of such Securities and any Coupons appertaining thereto to
receive, solely from the trust fund described in Section 10.6(a) and as more fully set forth in
such Section, payments in respect of the principal of and any premium and interest on such
Securities when payments are due, (2) the Issuer’s obligations with respect to such Securities
under Sections 2.8, 2.9, 2.11, 3.2 and 3.3, (3) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Issuer
may exercise its option (if any) to have this Section applied to any Securities and any Coupons
appertaining thereto notwithstanding the prior exercise of its option (if any) to have Section 10.5
applied to such Securities. Following a Legal Defeasance, payment of such Securities may not be
accelerated because of an Event of Default.



     Section 10.5 Covenant Defeasance. Upon the Issuer’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, (1) the Issuer shall be released from
its obligations under Article IX, Sections 3.7 and 3.9, inclusive, and any covenants provided
pursuant to Sections 2.3(18), 8.1(c) or 8.1(e) for the benefit of the Holders of such Securities
and (2) the occurrence of any event specified in Sections 5.1(4) (with respect to any of Article
IX, Sections 3.7 and 3.9, inclusive, and any such covenants provided pursuant to Sections 2.3(18),
8.1(c) or 8.1(e)) and 5.1(8) shall be deemed not to be or result in an Event of Default, in each
case with respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 10.6 are satisfied (hereinafter called “Covenant Defeasance”). For
this purpose, such Covenant Defeasance means that, with respect to such Securities and any Coupons
appertaining thereto, the Issuer may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such specified Section (to the extent so
specified in the case of Section 5.1(4)), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.



     Section 10.6 Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 10.4 or Section 10.5 to
any Securities or any series of Securities, as the case may be, and any Coupons appertaining
thereto:



          (a) The Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee which satisfies the requirements contemplated by Section 6.9 and agrees to comply
with the provisions of this Article applicable to it) as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for, and dedicated solely to, the
benefits of the holders of such Securities, (A) money in an amount, or (B) Government Obligations
which through the scheduled payment of principal and interest in respect thereof in accordance with
their terms will provide, not later than one day before the due date of any payment, money in an
amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any
such other qualifying trustee) to pay and discharge, (X) the



41









 






principal of and any premium and interest and (Y) any mandatory sinking fund payments
applicable to such Securities on the day on which such payments are due and payable in accordance
with the terms of this Indenture and such Securities and any Coupons appertaining thereto. Before
such a deposit the Issuer may make arrangements satisfactory to the Trustee for the redemption of
Securities at a future date or dates in accordance with Article XII which shall be given effect in
applying the foregoing.



          (b) In the event of an election to have Section 10.4 apply to any Securities or any series of
Securities, as the case may be, the Issuer shall have delivered to the Trustee an Opinion of
Counsel stating that (A) the Issuer has received from, or there has been published by, the Internal
Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case (A) or (B) to the effect that, and based thereon
such opinion shall confirm that, the holders of such Securities, and any Coupons appertaining
thereto, will not recognize gain or loss for federal income tax purposes as a result of the
deposit, Legal Defeasance and discharge to be effected with respect to such Securities and will be
subject to federal income tax on the same amount, in the same manner and at the same times as would
be the case if such deposit, Legal Defeasance and discharge were not to occur.




          (c) In the event of an election to have Section 10.5 apply to any Securities or any series of
Securities, as the case may be, the Issuer shall have delivered to the Trustee an Opinion of
Counsel to the effect that the holders of such Securities will not recognize gain or loss for
federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with
respect to such Securities and will be subject to federal income tax on the same amount, in the
same manner and at the same times as would be the case if such deposit and Covenant Defeasance were
not to occur.




          (d) The Issuer shall have delivered to the Trustee an Officers’ Certificate to the effect that
it has been informed by the relevant securities exchange(s) that neither such Securities nor any
other Securities of the same series, if then listed on any securities exchange, will be delisted as
a result of such deposit.




          (e) No event which is, or after notice or lapse of time or both would become, an Event of
Default with respect to such Securities or any other Securities shall have occurred and be
continuing at the time of such deposit or, with regard to any such event specified in Sections
5.1(5) and 5.1(6), at any time on or prior to the 90th day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such 90th day).




          (f) Such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under, any material agreement, to which the Issuer is a party or by which
it is bound.




          (g) The Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent with respect to such Legal Defeasance or
Covenant Defeasance have been complied with.




     Such Legal Defeasance or Covenant Defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed on the Issuer in
connection therewith as contemplated by Section 2.3.



     Section 10.7 Deposited Money and U.S. Government Obligations to be Held in Trust. Subject to the provisions of the last paragraph of Section 3.3, all money and U.S.
Government Obligations (or other property as may be provided pursuant to Section 2.3) (including
the proceeds thereof) deposited with the Trustee pursuant to Section 10.6 in respect of any
Securities of any series and any Coupons appertaining thereto shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Securities and any Coupons appertaining
thereto and this Indenture, to the payment, either directly or through any paying agent (including
the Issuer acting as its own paying agent) as the Trustee may determine, to the Holders of such
Securities and any Coupons appertaining thereto of all sums due and to



42









 







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



     Section 10.8 Repayment to Issuer. The Trustee (any paying agent) shall promptly pay to the Issuer upon Order any excess money
or securities held by them at any time.



     Section 10.9 Indemnity For U.S. Government Obligations. The Issuer shall pay, and shall indemnify the Trustee against, any tax, fee or other charge
imposed on or assessed against U.S. Government Obligations deposited pursuant to this Article or
the principal and interest and any other amount received on such U.S. Government Obligations.



     Section 10.10 Reimbursement. If the Trustee or the paying agent is unable to apply any money in accordance with this
Article with respect to any Securities by reason of any order or judgment of any court or
government authority enjoining, restraining or otherwise prohibiting such application, then the
obligations under this Indenture and such Securities from which the Issuer has been discharged or
released pursuant to Section 10.4 or 10.5 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article with respect to such Securities, until such time as the Trustee
or paying agent is permitted to apply all money held in trust pursuant to Section 10.7 with respect
to such Securities in accordance with this Article; provided, however, that if the Issuer makes any
payment of principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Issuer shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in trust.



ARTICLE XI




MISCELLANEOUS PROVISIONS




     Section 11.1 Incorporators, Shareholders, Officers and Directors of Issuer Exempt from
Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this
Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had
against any incorporator, as such or against any past, present or future shareholder, officer or
director, as such, of the Issuer or of any successor, either directly or through the Issuer or any
successor, under any rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities and the Coupons appertaining thereto by the
Holders thereof and as part of the consideration for the issue of the Securities and the Coupons
appertaining thereto.



     Section 11.2 Provisions of Indenture for the Sole Benefit of Parties and Holders of
Securities and Coupons. Nothing in this Indenture, in the Securities or in the Coupons appertaining thereto,
expressed or implied, shall give or be construed to give to any person, firm or corporation, other
than the parties hereto and their successors, the holders of Senior Indebtedness and the Holders of
the Securities or Coupons, if any, any legal or equitable right, remedy or claim under this
Indenture or under any covenant or provision herein contained, all such covenants and provisions
being for the sole benefit of the parties hereto and their successors, the holders of the Senior
Indebtedness and the Holders of the Securities or Coupons, if any.



     Section 11.3 Successors and Assigns of Issuer Bound by Indenture. All the covenants, stipulations, promises and agreements in this Indenture contained by or
in behalf of the Issuer shall bind its successors and assigns, whether so expressed or not.



     Section 11.4 Notices and Demands on Issuer, Trustee and Holders of Securities and
Coupons. Any notice or demand which by any provision of this Indenture is required or permitted to
be given or served by the Trustee or by the Holders of Securities or Coupons to or on the Issuer
shall be in writing (which may be by facsimile) and may be given or served by being deposited
postage prepaid, first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Issuer is filed by the Issuer with the Trustee) to Aflac
Incorporated, 1932 Wynnton Road, Columbus, Georgia



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31999, Attn: General Counsel. Any notice, direction, request or demand by the Issuer or any
Holder of Securities or Coupons to or upon the Trustee shall be deemed to have been sufficiently
given or served by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Trustee is filed by the
Trustee with the Issuer) to The Bank of New York Mellon Trust Company, N.A., 900 Ashwood Parkway, Suite 425, Atlanta, GA, 30338, Attn: Corporate Trust Administration.



     Where this Indenture provides for notice to Holders of Registered Securities, such notice
shall be sufficiently given (unless otherwise herein expressly provided) by electronic means or in writing and mailed,
first-class postage prepaid, to each Holder entitled thereto, at his or her last address as it
appears in the Security register. In any case where notice to such Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in writing by the person
entitled to receive such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in reliance upon such
waiver.



     In case, by reason of the suspension of or irregularities in regular mail service, it shall be
impracticable to mail notice to the Issuer when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be reasonably
satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.



     Section 11.5 Officer’s Certificates and Opinions of Counsel; Statements to Be Contained
Therein. Upon any application or demand by the Issuer to the Trustee to take any action under any of
the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officer’s Certificate
stating that all conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.



     Each certificate or opinion provided for in this Indenture and delivered to the Trustee with
respect to compliance with a condition or covenant provided for in this Indenture shall include (1)
a statement that the person making such certificate or opinion has read such covenant or condition,
(2) a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based, (3) a statement that, in
the opinion of such person, he or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not such covenant or condition
has been complied with and (4) a statement as to whether or not, in the opinion of such person,
such condition or covenant has been complied with.



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



     Any certificate, statement or opinion of an officer of the Issuer or of counsel may be based,
insofar as it relates to accounting matters, upon a certificate or opinion of or representations by
an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel,
as the case may be, knows that the certificate or opinion or representations with respect to the
accounting matters upon which his or



44









 







her certificate, statement or opinion may be based as aforesaid are erroneous, or in the
exercise of reasonable care should know that the same are erroneous.



     Any certificate or opinion of any independent firm of public accountants filed with and
directed to the Trustee shall contain a statement that such firm is independent.



     Section 11.6 Payments Due on Saturdays, Sundays and Holidays. If the date of maturity of interest on or principal of the Securities of any series or any
Coupons appertaining thereto or the date fixed for redemption or repayment of any such Security or
Coupon shall not be a Business Day, then payment of interest or principal need not be made on such
date, but may be made on the next succeeding Business Day with the same force and effect as if made
on the date of maturity or the date fixed for redemption, and no interest shall accrue for the
period after such date.



     Section 11.7 Conflict of Any Provision of Indenture with Trust Indenture Act of 1939. If and to the extent that any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by, or with another provision (an “incorporated provision”) included in
this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act of 1939,
such imposed duties or incorporated provision shall control.



     Section 11.8 New York Law to Govern; Waiver of Jury Trial. This Indenture and each Security and Coupon shall be deemed to be a contract under the laws
of the State of New York, and for all purposes shall be construed in accordance with the laws of
such State, except as may otherwise be required by mandatory provisions of law.



     EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.



     Section 11.9 Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same instrument.



     Section 11.10 Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.



     Securities in a Foreign Currency or in ECU. Unless otherwise specified in an Officer’s Certificate delivered pursuant to Section 2.3 of
this Indenture with respect to a particular series of Securities, whenever for purposes of this
Indenture any action may be taken by the Holders of a specified percentage in aggregate principal
amount of Securities of all series or all series affected by a particular action at the time
Outstanding and, at such time, there are Outstanding Securities of any series which are denominated
in a coin or currency other than Dollars (including ECUs), then the principal amount of Securities
of such series which shall be deemed to be Outstanding for the purpose of taking such action shall
be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate. For
purposes of this Section 11.11, “Market Exchange Rate” shall mean the noon Dollar buying rate in
New York City for cable transfers of that currency as published by the Federal Reserve Bank of New
York; provided, however, in the case of ECUs, Market Exchange Rate shall mean the rate of exchange
determined by the Commission of the European Communities (or any successor thereto) as published in
the Official Journal of the European Communities (such publication or any successor publication,
the “Journal”). If such Market Exchange Rate is not available for any reason with respect to such
currency, the Trustee shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange as
published in the Journal, as of the most recent available date, or quotations or, in the case of
ECUs, rates of exchange from one or more major banks in The City of New York or in the country of
issue of the currency in question, which for purposes of the ECU shall be Brussels, Belgium, or
such other quotations or, in the case of ECU, rates of exchange as the Trustee shall deem
appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a series denominated
in a currency other than Dollars in connection with any action taken by



45








 







Holders of Securities
pursuant to the terms of this Indenture including without limitation any determination contemplated
in Section 5.1(7).



     All decisions and determinations of the Trustee regarding the Market Exchange Rate or any
alternative determination provided for in the preceding paragraph shall be in its sole discretion
and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all
purposes and irrevocably binding upon the Issuer and all Holders.



     Section 11.12 Judgment Currency. The Issuer agrees, to the fullest extent that it may effectively do so under applicable
law, that (1) if for the purpose of obtaining judgment in any court it is necessary to convert the
sum due in respect of the principal of or interest on the Securities of any series (the “Required
Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate
of exchange used shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on
the day on which final unappealable judgment is entered, unless such day is not a Business Day,
then, to the extent permitted by applicable law, the rate of exchange used shall be the rate at
which in accordance with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the Business Day preceding the day on
which final unappealable judgment is entered and (2) its obligations under this Indenture to make
payments in the Required Currency (a) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with subsection (1)), in
any currency other than the Required Currency, except to the extent that such tender or recovery
shall result in the actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (b) 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 (c) shall not be affected by judgment being obtained for any other sum
due under this Indenture.



     Section 11.13 Separability Clause. If any provision of this Indenture or of the Securities, or the application of any such
provision to any Person or circumstance, shall be held to be invalid, illegal or unenforceable, the
remainder of this Indenture or of the Securities, or the application of such provision to Persons
or circumstances other than those as to whom or which it is invalid, illegal or unenforceable,
shall not in any way be affected or impaired thereby.





     Section 11.14 Force Majeure. In no event shall the Trustee be
responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.



ARTICLE XII




REDEMPTION OF SECURITIES AND SINKING FUNDS




     Section 12.1 Applicability of Article. The provisions of this Article shall be applicable to the Securities of any series which
are redeemable before their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 2.3 for Securities of such series.



     Section 12.2 Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Issuer shall be given by mailing notice of such
redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior
to the date fixed for redemption to such Holders of Securities of such series at their last
addresses as they shall appear upon the registry books. Notice of redemption to the Holders of
Unregistered Securities to be redeemed as a whole or in part shall
be given




46












 




by electronic means. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the Holder receives the
notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security
of a series designated for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such series.




     The notice of redemption to each such Holder shall identify the securities to be redeemed
(including CUSIP numbers), shall specify, the principal amount of each Security of such series held
by such Holder to be redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, that payment will be made upon presentation and surrender of such Securities
and, in the case of Securities with Coupons attached thereto, of all Coupons appertaining thereto
maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or
optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for
redemption will be paid as specified in such notice and that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue. In case any Security of a
series is to be redeemed in part only the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.



     The notice of redemption of Securities of any series to be redeemed at the option of the
Issuer shall be given by the Issuer or, at the Issuer’s request and provision of the notice information, by the Trustee in the name and at
the expense of the Issuer.



     On or before 10:00 a.m., New York City time, the redemption date specified in the notice of
redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one
or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate
and hold in trust as provided in Section 3.3) an amount of money sufficient to redeem on the
redemption date all the Securities of such series so called for redemption at the appropriate
redemption price, together with accrued interest to the date fixed for redemption. The Issuer will
deliver to the Trustee at least 30 days prior to the date fixed for redemption (unless a shorter
period shall be satisfactory to the Trustee) an Officer’s Certificate stating the aggregate
principal amount of Securities to be redeemed. In case of a redemption at the election of the
Issuer prior to the expiration of any restriction on such redemption, the Issuer shall deliver to
the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section,
an Officer’s Certificate stating that such restriction has been complied with.



     If less than all the Securities of a series are to be redeemed, the Trustee shall select, in
such manner as it shall deem appropriate and fair, Securities of such Series to be redeemed in
whole or in part. Securities may be redeemed in part in multiples equal to the minimum authorized
denomination for Securities of such series or any multiple thereof. The Trustee shall promptly
notify the Issuer in writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series selected for partial redemption, the principal amount thereof
to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities of any series shall relate, in the case of any
Security redeemed or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.



     Section 12.3 Payment of Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and at the place
stated in such notice at the applicable redemption price, together with interest accrued to the
date fixed for redemption, and on and after said date (unless the Issuer shall default in the
payment of such Securities at the redemption price, together with interest accrued to said date)
interest on the Securities or portions of Securities so called for redemption shall cease to
accrue, and the unmatured Coupons, if any, appertaining thereto shall be void, and, except as
provided in Sections 3.3 and 6.5, such Securities shall cease from and after the date fixed for
redemption to be entitled to any benefit or security under this Indenture, and the Holders thereof
shall have no right in respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption.
On presentation and surrender of such Securities at a place of payment specified in said
notice, together



47









 







with all Coupons, if any, appertaining thereto maturing after the date fixed for
redemption, said Securities or the specified portions thereof shall be paid and redeemed by the
Issuer at the applicable redemption price, together with interest accrued thereon to the date fixed
for redemption; provided that payment of interest becoming due on or prior to the date fixed for
redemption shall be payable in the case of Securities with Coupons attached thereto, to the Holders
of the Coupons for such interest upon surrender thereof, and in the case of Registered Securities,
to the Holders of such Registered Securities registered as such on the relevant record date subject
to the terms and provisions of Sections 2.3 and 2.7 hereof.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed
for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue
Discount Security) borne by such Security.



     If any Security with Coupons attached thereto is surrendered for redemption and is not
accompanied by all appurtenant Coupons maturing after the date fixed for redemption, such Security
may be redeemed after deducting from the redemption price any amount equal to the face amount of
all such missing Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Issuer and the Trustee if there be furnished to them such security or indemnity as they may require
to save each of them and any paying agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any paying agent any such missing Coupon in respect of which a
deduction shall have been made from the redemption price, such Holder shall be entitled to receive
the amount so deducted; provided, however, that interest represented by Coupons shall be payable as
provided in Section 2.9 and, unless otherwise specified as contemplated by Section 2.3, only upon
presentation and surrender of those Coupons.



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



     Section 12.4 Exclusion of Certain Securities from Eligibility for Selection for
Redemption. Securities shall be excluded from eligibility for selection for redemption if they are
identified by registration and certificate number in an Officer’s Certificate delivered to the
Trustee at least 10 days prior to the last date on which notice of redemption may be given as being
owned of record and beneficially by, and not pledged or hypothecated by either (a) the Issuer or
(b) an entity specifically identified in such written statement as directly or indirectly
controlling or controlled by or under direct or indirect common control with the Issuer.



     Section 12.5 Mandatory and Optional Sinking Funds. (1) The minimum amount of any sinking fund payment provided for by the terms of the
Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any
payment in excess of such minimum amount provided for by the terms of the Securities of any series
is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund
payment is to be made is herein referred to as the “sinking fund payment date.”



     (2) In lieu of making all or any part of any mandatory sinking fund payment with respect to
any series of Securities in cash, the Issuer may at its option (a) deliver to the Trustee
Securities of such series theretofore purchased or otherwise acquired (except upon redemption
pursuant to the mandatory sinking fund) by the Issuer or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant to Section 2.10,
(b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to
this Section, or (c) receive credit for Securities of such series (not previously so credited)
redeemed by the Issuer through any optional redemption provision contained in the terms of such
series. Securities so delivered or credited shall be received or credited by the Trustee at the
sinking fund redemption price specified in such Securities.



48









 





     (3) On or before the 30th day next preceding each sinking fund payment date for any series,
the Issuer will deliver to the Trustee an Officer’s Certificate (which need not contain the
statements required by Section 11.5) (a) specifying the portion of the mandatory sinking fund
payment to be satisfied by payment of cash and the portion to be satisfied by credit of Securities
of such series and the basis for such credit, (b) stating that none of the Securities of such
series has theretofore been so credited, (c) stating that no defaults in the payment of interest or
Events of Default with respect to such series have occurred (which have not been waived or cured)
and are continuing and (d) stating whether or not the Issuer intends to exercise its right to make
an optional sinking fund payment with respect to such series and, if so, specifying the amount of
such optional sinking fund payment which the Issuer intends to pay on or before the next succeeding
sinking fund payment date. Any Securities of such series to be credited and required to be
delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid
which have not theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.10 to the Trustee with such Officer’s Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). Such Officer’s Certificate shall be irrevocable and upon
its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash
payments or payments therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such 30th day, to deliver such Officer’s
Certificate and Securities specified in this paragraph, if any, shall not constitute a default but
shall constitute, on and as of such date, the irrevocable election of the Issuer (i) that the
mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date
shall be paid entirely in cash without the option to deliver or credit Securities of such series in
respect thereof and (ii) that the Issuer will make no optional sinking fund payment with respect to
such series as provided in this Section.



     (4) If the sinking fund payment or payments (mandatory or optional or both) to be made in cash
on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking
fund payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign Currency
or ECU) or a lesser sum in Dollars (or the equivalent thereof in any Foreign Currency or ECU) if
the Issuer shall so request with respect to the Securities of any particular series, such cash
shall be applied on the next succeeding sinking fund payment date to the redemption of Securities
of such series at the sinking fund redemption price together with accrued interest to the date
fixed for redemption. If such amount shall be $50,000 (or the equivalent thereof in any Foreign
Currency or ECU) or less and the Issuer makes no such request then it shall be carried over until a
sum in excess of $50,000 (or the equivalent thereof in any Foreign Currency or ECU) is available.
The Trustee shall select, in the manner provided in Section 12.2, for redemption on such sinking
fund payment date a sufficient principal amount of Securities of such series to absorb said cash,
as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer of the
serial numbers of the Securities of such series (or portions thereof) so selected. Securities
shall be excluded from eligibility for redemption under this Section if they are identified by
registration and certificate number in an Officer’s Certificate delivered to the Trustee at least
30 days prior to the sinking fund payment date as being owned of record and beneficially by, and
not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified in
such Officer’s Certificate as directly or indirectly controlling or controlled by or under direct
or indirect common control with the Issuer. The Trustee, in the name and at the expense of the
Issuer (or the Issuer, if it shall so request the Trustee in writing) shall cause notice of
redemption of the Securities of such series to be given in substantially the manner provided in
Section 12.2 (and with the effect provided in Section 12.3) for the redemption of Securities of
such series in part at the option of the Issuer. The amount of any sinking fund payments not so
applied or allocated to the redemption of Securities of such series shall be added to the next cash
sinking fund payment for such series and, together with such payment, shall be applied in
accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated
maturity date of the Securities of any particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular Securities of such
series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to
the payment of the principal of, and interest on, the Securities of such series at maturity.



     (5) On or before each sinking fund payment date, the Issuer shall pay to the Trustee in cash
or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption
on Securities to be redeemed on the next following sinking fund payment date.



49









 





     (6) The Trustee shall not redeem or cause to be redeemed any Securities of a series with
sinking fund moneys or give any notice of redemption of Securities for such series by operation of
the sinking fund during the continuance of a default in payment of interest on such Securities or
of any Event of Default except that, where the giving of notice of redemption of any Securities
shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities,
provided that it shall have received from the Issuer a sum sufficient for such redemption. Except
as aforesaid, any moneys in the sinking fund for such series at the time when any such default or
Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during
the continuance of such default or Event of Default, be deemed to have been collected under Article
V and held for the payment of all such Securities. In case such Event of Default shall have been
waived as provided in Section 5.10 or the default cured on or before the 30th day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section to the redemption of such
Securities.



ARTICLE XIII




SUBORDINATION




     Section 13.1 Agreement to Subordinate. The Issuer, for itself, its successors and assigns, covenants and agrees, and each Holder
of a Security or Coupon, by its acceptance thereof, likewise covenants and agrees, that the payment
of the principal of and interest on, each and all of the Securities and any Coupons is hereby
expressly subordinated, to the extent and in the manner hereinafter in this Article XIII set forth,
in right of payment to the prior payment in full of all Senior Indebtedness.



     Section 13.2 Rights of Senior Indebtedness in the Event of Insolvency, Etc. of the
Issuer.



     (1) In the event of any insolvency or bankruptcy proceedings, and any receivership,
liquidation, reorganization or other similar proceedings in connection therewith, relative to the
Issuer or to its creditors, as such, or to its property, and in the event of any proceedings for
voluntary liquidation, dissolution or other winding up of the Issuer, whether or not involving
insolvency or bankruptcy, and in the event of any execution sale, then the holders of Senior
Indebtedness shall be entitled to receive payment in full of principal thereof and interest due
thereon (including, without limitation, except to the extent, if any, prohibited by mandatory
provisions of law, post-petition interest in any such proceedings) in money or money’s worth of all
Senior Indebtedness before the Holders are entitled to receive any payment on account of the
principal of or interest on the indebtedness evidenced by the Securities or of the Coupons, and to
that end the holders of Senior Indebtedness shall be entitled to receive for application in payment
thereof any payment or distribution of any kind or character, whether in cash or property or
securities, which may be payable or deliverable in connection with any such proceedings or sale in
respect of the principal of or interest on the Securities or Coupons other than securities of the
Issuer as reorganized or readjusted or securities of the Issuer or any other corporation provided
for by a plan of reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in this Article XIII with respect to the Securities or Coupons, to the payment
of all indebtedness of the nature of Senior Indebtedness, provided that the rights of the holders
of the Senior Indebtedness are not altered by such reorganization or readjustment;



     (2) In the event and during the continuation of any default in payment of any Senior
Indebtedness or if any event of default, as therein defined, shall exist under any Senior
Indebtedness or any agreement pursuant to which any Senior Indebtedness is issued, no payment of
the principle of or interest on the Securities or Coupons shall be made and the Issuer covenants
that it will, upon ascertaining any such default or event of default, provide written notice to the
Trustee of such default or event of default;



     (3) In the event that the Securities of any series are declared due and payable before their
expressed maturity because of the occurrence of an Event of Default (under circumstances when the
provisions of Subsection (1) of this Section 13.2 shall not be applicable), the holders of all
Senior Indebtedness shall be entitled to receive payment in full in money or money’s worth of such
Senior



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Indebtedness before such Holders are entitled to receive any payment on account of the
principal of or interest on the Securities or Coupons; and



     (4) No holder of Senior Indebtedness shall be prejudiced in his or her right to enforce
subordination of the Securities or Coupons by any act or failure to act on the part of the Issuer.



     Section 13.3 Payment Over of Proceeds Received on Securities. In the event that, notwithstanding the provisions of Section 13.2, any payment or
distribution of assets of the Issuer of any kind or character, whether in cash, property or
securities (other than securities of the Issuer as reorganized or readjusted or securities of the
Issuer or any other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in this Article XIII with respect
to the Securities or Coupons, to the payment of all indebtedness of the nature of Senior
Indebtedness, provided that the rights of the holders of the Senior Indebtedness are not altered by
such reorganization or readjustment) shall be received by the Holders or by the Trustee for their
benefit in connection with any proceedings or sale referred to in Subsection (1) of Section 13.2
before all Senior Indebtedness is paid in full in money or money’s worth, such payment or
distribution shall be paid over to the holders of such Senior Indebtedness or their representative
or representatives or to the trustee or trustees under any indenture under which any instruments
evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate
amounts remaining unpaid on account of the Senior Indebtedness held or represented by each, for
application to the payment of all Senior Indebtedness remaining unpaid until all such Senior
Indebtedness shall have been paid in full in money or money’s worth, after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness.



     From and after the payment in full in money or money’s worth of all Senior Indebtedness, the
Holders (together with the holders of any other indebtedness of the Issuer which is subordinate in
right of payment to the payment in full of all Senior Indebtedness, which is not subordinate in
right of payment to the Securities or Coupons and which by its terms grants such right of
subrogation to the holder thereof) shall be subrogated to the rights of the holders of Senior
Indebtedness to receive payments or distributions of assets or securities of the Issuer applicable
to the Senior Indebtedness until the Securities and any Coupons shall be paid in full, and, for the
purposes of such subrogation, no such payments or distributions to the holders of Senior
Indebtedness of assets or securities, which otherwise would have been payable or distributable to
Holders, shall, as between the Issuer, its creditors other than the holders of Senior Indebtedness,
and the Holders, be deemed to be a payment by the Issuer to or on account of the Senior
Indebtedness, it being understood that the provisions of this Article XIII are and are intended
solely for the purpose of defining the relative rights of the Holders, on the one hand, and the
holders of the Senior Indebtedness, on the other hand, and nothing contained in this Article XIII
or elsewhere in this Indenture or in the Securities or Coupons is intended to or shall impair as
between the Issuer, its creditors other than the holders of Senior Indebtedness, and the Holders,
the obligation of the Issuer, which is unconditional and absolute, to pay to the Holders the
principal of and interest on the Securities or Coupons as and when the same shall become due and
payable in accordance with their terms, or to affect the relative rights of the Holders and
creditors of the Issuer other than the holders of the Senior Indebtedness, nor shall anything
herein or therein prevent the Trustee or the holder of any Security or Coupon from exercising all
remedies otherwise permitted by applicable law upon default under this Indenture subject to the
rights of the holders of Senior Indebtedness, under Section 13.2, to receive cash, property or
securities of the Issuer otherwise payable or deliverable to the holders of the Securities or
Coupons.



     Upon any distribution or payment in connection with any proceedings or sale referred to in
Subsection (1) of Section 13.2, the Trustee, subject as between the Trustee and the Holders to the
provisions of Sections 6.1 and 6.2 hereof, shall be entitled to rely upon a certificate of the
liquidating trustee or agent or other Person making any distribution or payment to the Trustee for
the purpose of ascertaining the holders of Senior Indebtedness entitled to participate in such
payment or distribution, the amount of such Senior Indebtedness or the amount payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article XIII. In the event that the Trustee determines, in good faith, that further evidence is
required with respect to the right of any Person as a holder of Senior Indebtedness to participate
in any payment or distribution pursuant to this Section 13.3,



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the Trustee may request such Person to furnish evidence to the satisfaction of the
Trustee as to the amount of Senior Indebtedness held by such Person, as to the extent to which such
Person is entitled to participate in such payment or distribution, and as to other facts pertinent
to the rights of such Person under this Section 13.3, 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.



     The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness, and shall not be liable to any such holders if it shall in good faith, mistakenly or otherwise, pay over or
distribute to Holders or the Issuer or any other Person moneys or assets to which any holders of
Senior Indebtedness shall be entitled by virtue of Article XIII of this Indenture or otherwise.
With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe
only such of its covenants or obligations as are specifically set forth in this Article and no
implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into
this Indenture against the Trustee.



     Section 13.4 Payments to Holders. Nothing contained in this Article XIII or elsewhere in this Indenture, or in any of the
Securities or in any Coupon, shall prevent at any time, (1) the Issuer from making payments at any
time of principal of or interest on the Securities or Coupons, except under the conditions
described in Section 13.2 or during the pendency of any proceedings or sale therein referred to,
provided, however, that payments of principal of or interest on the Securities or Coupons shall
only be made by the Issuer within [three] Business Days of the due dates for such payments or (2)
the application by the Trustee of any moneys deposited with it hereunder to the payment of or on
account of the principal of or interest on the Securities or Coupons, if at the time of such
deposit the Trustee did not have written notice in accordance with Section 13.6 of any event
prohibiting the making of such deposit by the Issuer or if in the event of redemption, the Trustee
did not have such written notice prior to the time that the notice of redemption pursuant to
Section 12.2 was given (which notice of redemption shall in no event be given more than 60 days
prior to the date fixed for redemption).



     Section 13.5 Holders of Securities Authorize Trustee to Effectuate Subordination of
Securities. Each Holder by his or her acceptance of a Security or Coupon authorizes and directs the
Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge
or effectuate the subordination as provided in this Article XIII and appoints the Trustee as
attorney-in-fact for any and all such purposes, including, in the event of any dissolution, winding
up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency or receivership
proceedings or upon an assignment for the benefit of creditors or otherwise) tending towards
liquidation of the business and assets of the Issuer, the immediate filing of a claim for the
unpaid balance of such Holder’s Securities or Coupons in the form required in said proceedings and
cause said claim to be approved.



     Section 13.6 Notice to Trustee. Notwithstanding the provisions of this Article XIII or any other provisions of this
Indenture, the Trustee shall not be charged with the knowledge of the existence of any facts which
would prohibit the making of any payment of moneys to the Trustee, unless and until the Trustee
shall have received written notice thereof from the Issuer or from the holder or the representative
of any class of Senior Indebtedness; provided, however, that if at least [two] Business Days prior
to the date upon which by the terms hereof any such monies may become payable for any purpose
(including, without limitation, the payment of either the cash amount payable at maturity or
interest on any Security or Coupon), the Trustee shall not have received with respect to such
monies the notice provided for in this Section 13.6, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to receive such monies
and to apply the same to the purpose for which they were received, and shall not be affected by any
notice to the contrary, which may be received by it on or after such [two] Business Days prior to
such date.



     Section 13.7 Trustee May Hold Senior Indebtedness. Subject to the provisions of Section 6.13, the Trustee shall be entitled to all the rights
set forth in this Article XIII with respect to any Senior Indebtedness which may at any time be
held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this
Indenture shall deprive the Trustee or any Authenticating Agent of its right as such holder.



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     Nothing in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.6.



     Section 13.8 Applicability of Article XIII to Paying Agents. In case at any time any paying agent other than the Trustee shall be appointed by the
Issuer and be then acting hereunder, the term “Trustee” as used in this Article XIII in such case
(unless the context shall otherwise require) be construed as extending to and including such paying
agent within its meaning as fully for all intents and purposes as if such paying agent were named
in this Article XIII in place of the Trustee.



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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of [  ].



	 	 	 	 	 
	 	AFLAC INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: