EX-4.1 FORM OF SENIOR DEBT INDENTURE






Exhibit 4.1




AFLAC INCORPORATED,

AS ISSUER




AND




THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.,

AS TRUSTEE




SENIOR 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
	 	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
	 	11.7
	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
	 	 	6	 
	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
	 	 	10	 
	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
	 	 	15	 
	Section 2.13 CUSIP Numbers
	 	 	15	 
	 
	 	 	 	 
	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
	 	 	18	 
	Section 3.9 Limitation on Liens
	 	 	18	 
	Section 3.10 Limitations on Dispositions of Stock of Restricted Subsidiary
	 	 	19	 
	Section 3.11 Commission Reports
	 	 	19	 
	Section 3.12 Calculation of Original Issue Discount
	 	 	19	 
	 
	 	 	 	 
	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	 






i 









 






	 	 	 	 	 
	 	 	Page	 
	Section 5.5 Restoration of Rights on Abandonment of Proceedings
	 	 	25	 
	Section 5.6 Limitations on Suits by Securityholders
	 	 	25	 
	Section 5.7 Unconditional Right of Securityholders to Institute Certain Suits
	 	 	25	 
	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
	 	 	26	 
	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
	 	 	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	 
	 
	 	 	 	 
	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	 
	Section 9.3 Restrictions on Certain Dispositions
	 	 	 	 
	 
	 	 	 	 
	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
	 	 	 	 
	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
	 	 	42	 
	Section 10.9 Indemnity For U.S. Government Obligations
	 	 	42	 
	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
	 	 	44	 
	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
	 	 	45	 
	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	 






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 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
debentures, notes or other evidences of 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.



     “LIEN” means any mortgage, pledge, lien, security interest or other encumbrance.



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



4









 







     “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.



     “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, “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.



5









 





     “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.



     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 Senior 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:



6









 





     “This is one of the Securities referred to in the within mentioned Senior 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 all other unsecured and unsubordinated debt of the Issuer. 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;



     (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;



7









 





     (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;



     (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;



8









 





     (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; and



     (26) 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 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




9









 








          (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 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.



10









 





     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.



     (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



11









 







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 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



12









 







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,



          (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



13









 







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.



     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



14









 







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 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



15









 







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, 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



16









 







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



     (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,



17









 







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 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 Limitation on Liens. The Issuer and its Restricted Subsidiary may not
issue, assume, incur or guarantee any indebtedness for borrowed money secured by a Lien upon any
shares of the Voting Shares of the Restricted Subsidiary which shares are owned by the Issuer or
any Restricted Subsidiary without effectively providing that the Securities (and if the Issuer so
elects, any other indebtedness of the Issuer ranking on a parity with the Securities) shall be
secured equally and ratably with, or prior to, to the same extent and for so long as any such
secured indebtedness is so secured. This Section



18









 





3.9 shall not apply to Liens upon any shares of Voting Shares of any Person existing at the
time such Person becomes a Restricted Subsidiary and any extensions, renewals or replacements
thereof.



     Section 3.10 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 3.11 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.



     Section 3.12 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.



19









 





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 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:



20









 





     (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 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



21









 







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 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.



22









 





     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 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 caused by its 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,




          (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




23









 








          (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 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 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 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 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



24









 







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.



     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




25











 




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 directions.



     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
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.



     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



26









 







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 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



27









 





               (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 of affecting the liability of or affording protection to the Trustee shall be subject 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;



     (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



28









 







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;



     (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



     (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.



29









 





     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. 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.



     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 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



30









 







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 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




31









 








          (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 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.



32









 





     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 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



33









 




$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 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



34









 







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 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



35









 







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;




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




36









 








          (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 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.



37









 





     (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.



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




38









 




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 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



39









 






     (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 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



40









 







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 3.10,
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 3.10, 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 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




41









 




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 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.



42









 





     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 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 and of 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 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



43









 







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 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.



44









 





     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.


     Section 11.11 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 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



45









 







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 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



46









 







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 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.



47









 





     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.



     (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).



48









 




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.



     (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.



49









 





     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: