EX-4.1




Exhibit 4.1


US AIRWAYS GROUP, INC.,

ISSUER




AND




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

TRUSTEE




GUARANTEED TO THE EXTENT SET FORTH THEREIN




BY THE GUARANTORS NAMED HEREIN




 






INDENTURE




 






DATED AS OF MAY 13, 2009




DEBT SECURITIES






















 











	 	 	 	 	 
	TABLE OF CONTENTS
	 
	 	 	Page
	Article 1 Definitions
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Definitions of Terms
	 	 	1	 
	 
	 	 	 	 
	Article 2 Issue, Description, Terms, Execution, Registration and Exchange of Securities

	 	 	5	 
	 
	 	 	 	 
	Section 2.01 Designation and Terms of Securities
	 	 	5	 
	Section 2.02 Form of Securities and Trustee’s Certificate
	 	 	7	 
	Section 2.03 Denominations: Provisions For Payment
	 	 	8	 
	Section 2.04 Execution and Authentications
	 	 	9	 
	Section 2.05 Registration of Transfer and Exchange
	 	 	10	 
	Section 2.06 Temporary Securities
	 	 	11	 
	Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities
	 	 	11	 
	Section 2.08 Cancellation
	 	 	12	 
	Section 2.09 Benefits of Indenture
	 	 	12	 
	Section 2.10 Authenticating Agent
	 	 	13	 
	Section 2.11 Global Securities
	 	 	13	 
	 
	 	 	 	 
	Article 3 Redemption of Securities and Sinking Fund Provisions
	 	 	14	 
	 
	 	 	 	 
	Section 3.01 Redemption
	 	 	14	 
	Section 3.02 Notice of Redemption
	 	 	14	 
	Section 3.03 Payment Upon Redemption
	 	 	16	 
	Section 3.04 Sinking Fund
	 	 	16	 
	Section 3.05 Satisfaction of Sinking Fund Payments with Securities
	 	 	16	 
	Section 3.06 Redemption of Securities for Sinking Fund
	 	 	17	 
	 
	 	 	 	 
	Article 4 Covenants
	 	 	17	 
	 
	 	 	 	 
	Section 4.01 Payment of Principal, Premium and Interest
	 	 	17	 
	Section 4.02 Maintenance of Office or Agency
	 	 	17	 
	Section 4.03 Paying Agents
	 	 	18	 
	Section 4.04 Appointment to Fill Vacancy in Office of Trustee
	 	 	19	 
	Section 4.05 Compliance with Consolidation Provisions
	 	 	19	 
	 
	 	 	 	 
	Article 5 Securityholders’ Lists and Reports by the Company and the Trustee
	 	 	19	 
	 
	 	 	 	 
	Section 5.01 Company to Furnish Trustee Names and Addresses of
Securityholders
	 	 	19	 
	Section 5.02 Preservation of Information; Communications with
Securityholders
	 	 	19	 
	Section 5.03 Reports by the Company
	 	 	20	 
	Section 5.04 Reports by the Trustee
	 	 	20	 






i









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	Article 6 Remedies of the Trustee and Securityholders on Event of Default
	 	 	20	 
	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	20	 
	Section 6.02 Collection of Indebtedness and Suits for Enforcement by
Trustee
	 	 	22	 
	Section 6.03 Application of Moneys Collected
	 	 	23	 
	Section 6.04 Limitation on Suits
	 	 	24	 
	Section 6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver
	 	 	24	 
	Section 6.06 Control by Securityholders
	 	 	25	 
	Section 6.07 Undertaking To Pay Costs
	 	 	25	 
	 
	 	 	 	 
	Article 7 Concerning the Trustee
	 	 	26	 
	 
	 	 	 	 
	Section 7.01 Certain Duties and Responsibilities of Trustee
	 	 	26	 
	Section 7.02 Certain Rights of Trustee
	 	 	27	 
	Section 7.03 Trustee Not Responsible for Recitals or Issuance or Securities
	 	 	28	 
	Section 7.04 May Hold Securities
	 	 	29	 
	Section 7.05 Moneys Held in Trust
	 	 	29	 
	Section 7.06 Compensation and Reimbursement
	 	 	29	 
	Section 7.07 Reliance on Officers’ Certificate
	 	 	29	 
	Section 7.08 Disqualification; Conflicting Interests
	 	 	30	 
	Section 7.09 Corporate Trustee Required; Eligibility
	 	 	30	 
	Section 7.10 Resignation and Removal; Appointment of Successor
	 	 	30	 
	Section 7.11 Acceptance of Appointment by Successor
	 	 	31	 
	Section 7.12 Merger, Conversion, Consolidation or Succession to Business
	 	 	33	 
	Section 7.13 Preferential Collection of Claims Against the Company
	 	 	33	 
	Section 7.14 Notice of Default
	 	 	33	 
	 
	 	 	 	 
	Article 8 Concerning the Securityholders
	 	 	33	 
	 
	 	 	 	 
	Section 8.01 Evidence of Action by Securityholders
	 	 	33	 
	Section 8.02 Proof of Execution by Securityholders
	 	 	34	 
	Section 8.03 Who May Be Deemed Owners
	 	 	34	 
	Section 8.04 Certain Securities Owned by Company Disregarded
	 	 	35	 
	Section 8.05 Actions Binding on Future Securityholders
	 	 	35	 
	 
	 	 	 	 
	Article 9 Supplemental Indentures
	 	 	35	 
	 
	 	 	 	 
	Section 9.01 Supplemental Indentures without the Consent of Securityholders
	 	 	35	 
	Section 9.02 Supplemental Indentures with Consent of Securityholders
	 	 	37	 
	Section 9.03 Effect of Supplemental Indentures
	 	 	37	 
	Section 9.04 Securities Affected by Supplemental Indentures
	 	 	37	 
	Section 9.05 Execution of Supplemental Indentures
	 	 	37	 






ii









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	Article 10 Successor Entity
	 	 	38	 
	 
	 	 	 	 
	Section 10.01 Company May Consolidate, etc
	 	 	38	 
	Section 10.02 Successor Entity Substituted
	 	 	39	 
	Section 10.03 Evidence of Consolidation, etc. to Trustee
	 	 	39	 
	 
	 	 	 	 
	Article 11 Satisfaction and Discharge
	 	 	39	 
	 
	 	 	 	 
	Section 11.01 Satisfaction and Discharge of Indenture
	 	 	39	 
	Section 11.02 Discharge of Obligations
	 	 	40	 
	Section 11.03 Deposited Moneys To Be Held In Trust
	 	 	40	 
	Section 11.04 Payment of Moneys Held By Paying Agents
	 	 	40	 
	Section 11.05 Repayment To Company
	 	 	40	 
	 
	 	 	 	 
	Article 12 Immunity of Incorporators, Stockholders, Officers and Directors
	 	 	41	 
	 
	 	 	 	 
	Section 12.01 No Recourse
	 	 	41	 
	 
	 	 	 	 
	Article 13 Miscellaneous Provisions
	 	 	41	 
	 
	 	 	 	 
	Section 13.01 Effect On Successors and Assigns
	 	 	41	 
	Section 13.02 Actions by Successor
	 	 	42	 
	Section 13.03 Surrender of Company Powers
	 	 	42	 
	Section 13.04 Notices
	 	 	42	 
	Section 13.05 Governing Law
	 	 	42	 
	Section 13.06 Treatment of Securities as Debt
	 	 	42	 
	Section 13.07 Certificates and Opinions as to Conditions Precedent
	 	 	42	 
	Section 13.08 Payments on Business Days
	 	 	43	 
	Section 13.09 Conflict With Trust Indenture Act
	 	 	43	 
	Section 13.10 Counterparts
	 	 	43	 
	Section 13.11 Separability
	 	 	43	 
	Section 13.12 Compliance Certificates
	 	 	43	 
	 
	 	 	 	 
	Article 14 Subordination of Securities
	 	 	44	 
	 
	 	 	 	 
	Section 14.01 Subordination Terms
	 	 	44	 
	 
	 	 	 	 
	Article 15 Guarantees
	 	 	44	 
	 
	 	 	 	 
	Section 15.01 Guarantee
	 	 	44	 








 




			
	(1)	 	This Table of Contents does not constitute part of the Indenture and shall not have
any bearing on the interpretation of any of its terms or provisions.






iii











 





INDENTURE




     INDENTURE, dated as of May 13, 2009, among US AIRWAYS GROUP, INC., a Delaware corporation (the
“Company”), the guarantors, if any, listed on Schedule 1 hereto (herein called the
“Guarantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the
“Trustee”):



     WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to
as the “Securities”), in an unlimited aggregate principal amount to be issued from time to
time in one or more series as in this Indenture provided, as registered Securities without coupons,
to be authenticated by the certificate of the Trustee;



     WHEREAS, to provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered, the Company has duly authorized the execution of this
Indenture; and



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



     NOW, THEREFORE, in consideration of the premises and the purchase of the Securities by the
holders thereof, it is mutually covenanted and agreed as follows for the equal and ratable benefit
of the holders of Securities:



ARTICLE 1




DEFINITIONS




     Section 1.01 Definitions of Terms.



     The terms defined in this Section (except as in this Indenture or any indenture supplemental
hereto otherwise expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the respective meanings
specified in this Section and shall include the plural as well as the singular. All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939, as amended, or that are
by reference in such Act defined in the Securities Act of 1933, as amended (except as herein or any
indenture supplemental hereto otherwise expressly provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this instrument.



     “AUTHENTICATING AGENT” means an authenticating agent with respect to all or any of the
series of Securities appointed by the Trustee pursuant to Section 2.10.



     “BANKRUPTCY LAW” means Title 11, U.S. Code, or any similar federal or state law for
the relief of debtors.



     “BOARD OF DIRECTORS” means the Board of Directors of the Company or any duly
authorized committee of such Board.



 









 





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



     “BUSINESS DAY” means, with respect to any series of Securities, any day other than a
day on which federal or state banking institutions in the Borough of Manhattan, the City of New
York, or in the city of the Corporate Trust Office of the Trustee, are authorized or obligated by
law, executive order or regulation to close.



     “CERTIFICATE” means a certificate signed by any Officer. The Certificate need not
comply with the provisions of Section 13.07.



     “COMPANY” means US Airways Group, Inc., a corporation duly organized and existing
under the laws of the State of Delaware, and, subject to the provisions of Article Ten, shall also
include its successors and assigns.



     “CORPORATE TRUST OFFICE” means the office of the Trustee at which, at any particular
time, its corporate trust business shall be principally administered, which office at the date
hereof is located at 100 Ashford Center North, Suite 520, Atlanta, Georgia 30338.



     “CUSTODIAN” means any receiver, trustee, assignee, liquidator or similar official
under any Bankruptcy Law.



     “DEFAULT” means any event, act or condition that with notice or lapse of time, or
both, would constitute an Event of Default.



     “DEPOSITARY” means, with respect to Securities of any series for which the Company
shall determine that such Securities will be issued as a Global Security, The Depository Trust
Company, New York, New York, another clearing agency, or any successor registered as a clearing
agency under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or
other applicable statute or regulation, which, in each case, shall be designated by the Company
pursuant to either Section 2.01 or 2.11.



     “EVENT OF DEFAULT” means, with respect to Securities of a particular series, any event
specified in Section 6.01, continued for the period of time, if any, therein designated.



     “GLOBAL SECURITY” means, with respect to any series of Securities, a Security executed
by the Company and delivered by the Trustee to the Depositary or pursuant to the Depositary’s
instruction, all in accordance with the Indenture, which shall be registered in the name of the
Depositary or its nominee.



     “GOVERNMENTAL OBLIGATIONS” means securities that are (a) direct obligations of the
United States of America for the payment of which its full faith and credit is pledged or
(b) 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 at any time prior to the stated maturity of the
Securities, and shall also include a depositary receipt issued by a bank or trust company as



2









 







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.



     “GUARANTEE” means a guarantee by any Guarantor of an obligation under this Indenture.



     “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.



     “INDENTURE” means this instrument as originally executed or as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto entered into in
accordance with the terms hereof.



     “INTEREST PAYMENT DATE”, when used with respect to any installment of interest on a
Security of a particular series, means the date specified in such Security or in a Board Resolution
or in an indenture supplemental hereto with respect to such series as the fixed date on which an
installment of interest with respect to Securities of that series is due and payable.



     “OBLIGOR” on the Securities means the Company and any guarantor and any successor
obligor on the Securities.



     “OFFICER” means, with respect to the Company, the chairman of the Board of Directors,
a chief executive officer, a president, a chief operating officer, any senior vice president, any
vice president or a chief financial officer, the treasurer or any assistant treasurer, the
controller or any assistant controller or the secretary or any assistant secretary.



     “OFFICERS’ CERTIFICATE” means a certificate signed by any two Officers. Each such
certificate shall include the statements provided for in Section 13.07, if and to the
extent required by the provisions thereof.



     “OPINION OF COUNSEL” means an opinion in writing subject to customary exceptions of
legal counsel, who may be an employee of or counsel for the Company, that is delivered to the
Trustee in accordance with the terms hereof. Each such opinion shall include the statements
provided for in Section 13.07, if and to the extent required by the provisions thereof.



     “OUTSTANDING”, when used with reference to Securities of any series, means, subject to
the provisions of Section 8.04, as of any particular time, all Securities of that series
theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities
theretofore canceled by the Trustee or any paying agent, or delivered to the Trustee or any paying
agent for cancellation or that have previously been canceled; (b) Securities or portions thereof
for the payment or redemption of which moneys or Governmental Obligations in the necessary amount
shall have been deposited in trust with the Trustee or with any paying agent (other than the
Company) or shall have been set aside and segregated in trust by the Company (if the Company



3









 







shall act as its own paying agent); provided, however, that if such Securities
or portions of such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or provision satisfactory to the
Trustee shall have been made for giving such notice; and (c) Securities in lieu of or in
substitution for which other Securities shall have been authenticated and delivered pursuant to the
terms of Section 2.07.



     “PERSON” means any individual, corporation, partnership, joint venture, joint-stock
company, limited liability company, association, trust, unincorporated organization, any other
entity or organization, including a government or political subdivision or an agency or
instrumentality thereof.



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



     “RESPONSIBLE OFFICER” when used with respect to the Trustee means the chairman of its
board of directors, the chief executive officer, the president, any vice president, the secretary,
the treasurer, any trust officer, any corporate trust officer or any other officer or assistant
officer 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.



     “SECURITIES” means the debt Securities authenticated and delivered under this
Indenture.



     “SECURITYHOLDER”, “holder of Securities”, “registered holder”, or
other similar term, means the Person or Persons in whose name or names a particular Security shall
be registered on the books of the Company kept for that purpose in accordance with the terms of
this Indenture.



     “SECURITY REGISTER” and “SECURITY REGISTRAR” shall have the meanings as set
forth in Section 2.05.



     “SUBSIDIARY” means, with respect to any Person, (i) any corporation at least a
majority of whose outstanding Voting Stock shall at the time be owned, directly or indirectly, by
such Person or by one or more of its Subsidiaries or by such Person and one or more of its
Subsidiaries, (ii) any general partnership, joint venture or similar entity, at least a majority of
whose outstanding partnership or similar interests shall at the time be owned by such Person, or by
one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries and
(iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner.



     “TRUSTEE” means The Bank of New York Mellon Trust Company, N.A., and, subject to the
provisions of Article Seven, shall also include its successors and assigns, and, if at any time
there is more than one Person acting in such capacity hereunder, “Trustee” shall mean each such
Person. The term “Trustee” as used with respect to a particular series of the Securities shall
mean the trustee with respect to that series.



4









 





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



     “VOTING STOCK”, as applied to stock of any Person, means shares, interests,
participations or other equivalents in the equity interest (however designated) in such Person
having ordinary voting power for the election of a majority of the directors (or the equivalent) of
such Person, other than shares, interests, participations or other equivalents having such power
only by reason of the occurrence of a contingency.



ARTICLE 2




ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION

AND EXCHANGE OF SECURITIES




     Section 2.01 Designation and Terms of Securities.



          (a) The aggregate principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more series up to the
aggregate principal amount of Securities of that series from time to time authorized by or pursuant
to a Board Resolution or pursuant to one or more indentures supplemental hereto. Prior to the
initial issuance of Securities of any series, there shall be established in or pursuant to a Board
Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures
supplemental hereto:




               (1) the title of the Securities of the series (which shall distinguish the Securities of that
series from all other Securities);



               (2) any limit upon the aggregate principal amount of the Securities of that 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 that
series);



               (3) the date or dates on which the principal of the Securities of the series is payable, any
original issue discount that may apply to the Securities of that series upon their issuance, the
principal amount due at maturity, and the place(s) of payment;



               (4) the rate or rates at which the Securities of the series shall bear interest or the manner
of calculation of such rate or rates, if any;



               (5) the date or dates from which such interest shall accrue, the Interest Payment Dates on
which such interest will be payable or the manner of determination of such Interest Payment Dates,
the place(s) of payment, and the record date for the determination of holders to whom interest is
payable on any such Interest Payment Dates or the manner of determination of such record dates;



               (6) the right, if any, to extend the interest payment periods and the duration of such
extension;



5









 





               (7) the period or periods within which, the price or prices at which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or in part, at the option
of the Company;



               (8) the obligation, if any, of the Company to redeem or purchase Securities of the series
pursuant to any sinking fund, mandatory redemption, or analogous provisions (including payments
made in cash in satisfaction of future sinking fund obligations) or at the option of a holder
thereof and the period or periods within which, the price or prices at which, and the terms and
conditions upon which, Securities of the series shall be redeemed or purchased, in whole or in
part, pursuant to such obligation;



               (9) the form of the Securities of the series including the form of the certificate of
authentication for such series;



               (10) if other than denominations of one thousand U.S. dollars ($1,000) or any integral
multiple thereof, the denominations in which the Securities of the series shall be issuable;



               (11) any and all other terms (including terms, to the extent applicable, relating to any
auction or remarketing of the Securities of that series and any security for the obligations of the
Company with respect to such Securities) with respect to such series (which terms shall not be
inconsistent with the terms of this Indenture, as amended by any supplemental indenture) including
any terms which may be required by or advisable under United States laws or regulations or
advisable in connection with the marketing of Securities of that series;



               (12) whether the Securities are issuable as a Global Security and, in such case, the terms and
the identity of the Depositary for such series;



               (13) whether the Securities will be convertible into or exchangeable for shares of common
stock or other securities of the Company or any other Person and, if so, the terms and conditions
upon which such Securities will be so convertible or exchangeable, including the conversion or
exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or
optional (at the Company’s option or the holders’ option) conversion or exchange features, and the
applicable conversion or exchange period;



               (14) 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 pursuant to Section 6.01;



               (15) any additional or different Events of Default or restrictive covenants (which may
include, among other restrictions, restrictions on the Company’s ability or the ability of the
Company’s Subsidiaries to: incur additional indebtedness; issue additional securities; create
liens; pay dividends or make distributions in respect of their capital stock; redeem capital stock;
place restrictions on such Subsidiaries’ ability to pay dividends, make distributions or transfer
assets; make investments or other restricted payments; sell or otherwise dispose of assets; enter
into sale-leaseback transactions; engage in transactions with stockholders and affiliates; issue or
sell stock of their Subsidiaries; or effect a consolidation or merger) or financial covenants
(which may include, among other financial covenants, financial covenants



6









 







that require the Company and its Subsidiaries to maintain specified interest coverage, fixed
charge, cash flow-based or asset-based ratios) provided for with respect to the Securities of the
series;



               (16) if other than dollars, the coin or currency in which the Securities of the series are
denominated (including, but not limited to, foreign currency);



               (17) the terms and conditions, if any, upon which the Company shall pay amounts in addition to
the stated interest, premium, if any, and principal amounts of the Securities of the series to any
Securityholder that is not a “United States person” for federal tax purposes;



               (18) any restrictions on transfer, sale or assignment of the Securities of the series;



               (19) the form and terms of any guarantee of any Securities of the series; and



               (20) the subordination terms, if any, of the Securities of the series.



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to any such Board Resolution or in any
indentures supplemental hereto.



     If any of the terms of the series are established by action taken pursuant to a Board
Resolution of the Company, a copy of an appropriate record of such action shall be certified by the
secretary or an assistant secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate of the Company setting forth the terms of the series.



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



     Section 2.02 Form of Securities and Trustee’s Certificate.



     The Securities of any series and the Trustee’s certificate of authentication to be borne by
such Securities shall be substantially of the tenor and purport as set forth in one or more
indentures supplemental hereto or as provided in a Board Resolution, and set forth in an Officers’
Certificate, and they may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or
as may be required to comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any securities exchange on which Securities of that series may be
listed, or to conform to usage.



7









 





     Section 2.03 Denominations: Provisions For Payment.



     The Securities shall be issuable as registered Securities and in the denominations of one
thousand U.S. dollars ($1,000) or any integral multiple thereof, subject to Section
2.01(10). The Securities of a particular series shall bear interest payable on the dates and
at the rate specified with respect to that series. The principal of and the interest on the
Securities of any series, as well as any premium thereon in case of redemption thereof prior to
maturity, shall be payable in the coin or currency of the United States of America that at the time
is legal tender for public and private debt, at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, the City and State of New York. Each Security shall be
dated the date of its authentication. Interest on the Securities shall be computed on the basis of
a 360-day year composed of twelve 30-day months.



     The interest installment on any Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date for Securities of that series shall be paid to the
Person in whose name said Security (or one or more Predecessor Securities) is registered at the
close of business on the regular record date for such interest installment. In the event that any
Security of a particular series or portion thereof is called for redemption and the redemption date
is subsequent to a regular record date with respect to any Interest Payment Date and prior to such
Interest Payment Date, interest on such Security will be paid upon presentation and surrender of
such Security as provided in Section 3.03.



     Any interest on any Security that is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date for Securities of the same series (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular
record date by virtue of having been such holder; and such Defaulted Interest shall be paid by the
Company, at its election, as provided in clause (1) or clause (2) below:



               (1) The Company may make payment of any Defaulted Interest on Securities to the Persons in
whose names such Securities (or their respective Predecessor Securities) are registered at the
close of business on a special record date for the payment of such Defaulted Interest, which shall
be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each such Security and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special
record date for the payment of such Defaulted Interest which shall not be more than 15 nor less
than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such special record date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the special record date therefor to
be mailed, first class postage prepaid, to each Securityholder at his or her address as it appears
in the Security Register (as hereinafter defined), not less than 10 days prior to such special
record date. Notice of the proposed payment of such Defaulted Interest and the special record date
therefor having been mailed as aforesaid, such



8









 







Defaulted Interest shall be paid to the Persons in whose names such Securities (or their
respective Predecessor Securities) are registered on such special record date.



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



     Unless otherwise set forth in a Board Resolution or one or more indentures supplemental hereto
establishing the terms of any series of Securities pursuant to Section 2.01 hereof, the
term “regular record date” as used in this Section with respect to a series of Securities and any
Interest Payment Date for such series shall mean either the fifteenth day of the month immediately
preceding the month in which an Interest Payment Date established for such series pursuant to
Section 2.01 hereof shall occur, if such Interest Payment Date is the first day of a month,
or the first day of the month in which an Interest Payment Date established for such series
pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth
day of a month, whether or not such date is a Business Day.



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



     Section 2.04 Execution and Authentications.



     The Securities shall be signed on behalf of the Company by one of its Officers. Signatures
may be in the form of a manual or facsimile signature.



     The Company may use the facsimile signature of any Person who shall have been an Officer,
notwithstanding the fact that at the time the Securities shall be authenticated and delivered or
disposed of such Person shall have ceased to be such an officer of the Company. The Securities may
contain such notations, legends or endorsements required by law, stock exchange rule or usage.
Each Security shall be dated the date of its authentication by the Trustee.



     A Security shall not be valid until authenticated manually by an authorized signatory of the
Trustee, or by an Authenticating Agent. Such signature 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. At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of any series executed
by the Company to the Trustee for authentication, together with a written order of the Company for
the authentication and delivery of such Securities, signed by an Officer, and the Trustee in
accordance with such written order shall authenticate and deliver such Securities.



     In authenticating such Securities and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to



9









 




Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that the form and terms thereof have been established in conformity with the provisions of this
Indenture.




     The Trustee shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable
to the Trustee.



     Section 2.05 Registration of Transfer and Exchange.



          (a) Securities of any series may be exchanged upon presentation thereof at the office or
agency of the Company designated for such purpose in the Borough of Manhattan, the City and State
of New York, for other Securities of such series of authorized denominations, and for a like
aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, all as provided in this Section. In respect of any Securities so
surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office
or agency shall deliver in exchange therefor the Security or Securities of the same series that the
Securityholder making the exchange shall be entitled to receive, bearing numbers not
contemporaneously outstanding.




          (b) The Company shall keep, or cause to be kept, at its office or agency designated for such
purpose in the Borough of Manhattan, the City and State of New York, or such other location
designated by the Company, a register or registers (herein referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company
shall register the Securities and the transfers of Securities as in this Article provided and which
at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose
of registering Securities and transfer of Securities as herein provided shall be appointed as
authorized by Board Resolution (the “Security Registrar”).




     Upon surrender for transfer of any Security at the office or agency of the Company designated
for such purpose, the Company shall execute, the Trustee shall authenticate and such office or
agency shall deliver in the name of the transferee or transferees a new Security or Securities of
the same series as the Security presented for a like aggregate principal amount.



     All Securities presented or surrendered for exchange or registration of transfer, as provided
in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by
a written instrument or instruments of transfer, in form satisfactory to the Company or the
Security Registrar, duly executed by the registered holder or by such holder’s duly authorized
attorney in writing.



          (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and
set forth in an Officers’ Certificate, or established in one or more indentures supplemental to
this Indenture, no service charge shall be made for any exchange or registration of transfer of
Securities, or issue of new Securities in case of partial redemption of any series, but the Company
may require payment of a sum sufficient to cover any tax or other governmental charge in relation
thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and
Section 9.04 not involving any transfer.




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          (d) The Company shall not be required (i) to issue, exchange or register the transfer of any
Securities during a period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of less than all the Outstanding Securities of the same series
and ending at the close of business on the day of such mailing, nor (ii) to register the transfer
of or exchange any Securities of any series or portions thereof called for redemption, other than
the unredeemed portion of any such Securities being redeemed in part. The provisions of this
Section 2.05 are, with respect to any Global Security, subject to Section 2.11
hereof.




     Section 2.06 Temporary Securities.



     Pending the preparation of definitive Securities of any series, the Company may execute, and
the Trustee shall authenticate and deliver, temporary Securities (printed, lithographed or
typewritten) of any authorized denomination. Such temporary Securities shall be substantially in
the form of the definitive Securities in lieu of which they are issued, but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all as may be determined
by the Company. Every temporary Security of any series shall be executed by the Company and be
authenticated by the Trustee upon the same conditions and in substantially the same manner, and
with like effect, as the definitive Securities of such series. Without unnecessary delay the
Company will execute and will furnish definitive Securities of such series and thereupon any or all
temporary Securities of such series may be surrendered in exchange therefor (without charge to the
holders), at the office or agency of the Company designated for the purpose in the Borough of
Manhattan, the City and State of New York, and the Trustee shall authenticate and such office or
agency shall deliver in exchange for such temporary Securities an equal aggregate principal amount
of definitive Securities of such series, unless the Company advises the Trustee to the effect that
definitive Securities need not be executed and furnished until further notice from the Company.
Until so exchanged, the temporary Securities of such series shall be entitled to the same benefits
under this Indenture as definitive Securities of such series authenticated and delivered hereunder.



     Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities.



     In case any temporary or definitive Security shall become mutilated or be destroyed, lost or
stolen, the Company (subject to the next succeeding sentence) shall execute, and upon the Company’s
request the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of the
same series, bearing a number not contemporaneously outstanding, in exchange and substitution for
the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or
stolen. In every case the applicant for a substituted Security shall furnish to the Company and
the Trustee such security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company
and the Trustee evidence to their satisfaction of the destruction, loss or theft of the applicant’s
Security and of the ownership thereof. The Trustee may authenticate any such substituted Security
and deliver the same upon the written request or authorization of any officer of the Company. Upon
the issuance of any substituted Security, the Company may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.



11









 





     In case any Security that has matured or is about to mature shall become mutilated or be
destroyed, lost or stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case of a mutilated
Security) if the applicant for such payment shall furnish to the Company and the Trustee such
security or indemnity as they may require to save them harmless, and, in case of destruction, loss
or theft, evidence to the satisfaction of the Company and the Trustee of the destruction, loss or
theft of such Security and of the ownership thereof.



     Every replacement Security issued pursuant to the provisions of this Section shall constitute
an additional contractual obligation of the Company whether or not the mutilated, destroyed, lost
or stolen Security shall be found at any time, or be enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and all other Securities
of the same series duly issued hereunder. All Securities shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities, and shall preclude (to the extent lawful) 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 2.08 Cancellation.



     All Securities surrendered for the purpose of payment, redemption, exchange or registration of
transfer shall, if surrendered to the Company or any paying agent, be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and no Securities shall
be issued in lieu thereof except as expressly required or permitted by any of the provisions of
this Indenture. On request of the Company at the time of such surrender, the Trustee shall deliver
to the Company canceled Securities held by the Trustee. In the absence of such request the Trustee
may dispose of canceled Securities in accordance with its standard procedures and deliver a
certificate of disposition to the Company. If the Company shall otherwise acquire any of the
Securities, however, such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are delivered to the Trustee
for cancellation.



     Section 2.09 Benefits of Indenture.



     Nothing in this Indenture or in the Securities, express or implied, shall give or be construed
to give to any Person, other than the parties hereto and the holders of the Securities (and, with
respect to the provisions of Article Fourteen, the holders of any indebtedness of the Company to
which the Securities of any series are subordinated) any legal or equitable right, remedy or claim
under or in respect of this Indenture, or under any covenant, condition or provision herein
contained; all such covenants, conditions and provisions being for the sole benefit of the parties
hereto and of the holders of the Securities (and, with respect to the provisions of Article
Fourteen, the holders of any indebtedness of the Company to which the Securities of any series are
subordinated).



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     Section 2.10 Authenticating Agent.



     So long as any of the Securities of any series remain Outstanding there may be an
Authenticating Agent for any or all such series of Securities which the Trustee shall have the
right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, transfer or partial redemption
thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and
shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All
references in this Indenture to the authentication of Securities by the Trustee shall be deemed to
include authentication by an Authenticating Agent for such series. Each Authenticating Agent shall
be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as
most recently reported or determined by it, sufficient under the laws of any jurisdiction under
which it is organized or in which it is doing business to conduct a trust business, and that is
otherwise authorized under such laws to conduct such business and is subject to supervision or
examination by federal or state authorities. If at any time any Authenticating Agent shall cease
to be eligible in accordance with these provisions, it shall resign immediately.



     Any Authenticating Agent may at any time resign by giving written notice of resignation to the
Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall)
terminate the agency of any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility
of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent
acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment
hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder
as if originally named as an Authenticating Agent pursuant hereto.



     Section 2.11 Global Securities.



          (a) If the Company shall establish pursuant to Section 2.01 that the Securities of a
particular series are to be issued as a Global Security, then the Company shall execute and the
Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security
that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal
amount of, all of the Outstanding Securities of such series, (ii) shall be registered in the name
of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the
following effect: “Except as otherwise provided in Section 2.11 of the Indenture, this Security
may be transferred, in whole but not in part, only to another nominee of the Depositary or to a
successor Depositary or to a nominee of such successor Depositary.”




          (b) Notwithstanding the provisions of Section 2.05, the Global Security of a series
may be transferred, in whole but not in part and in the manner provided in Section 2.05,
only to another nominee of the Depositary for such series, or to a successor Depositary for such
series selected or approved by the Company or to a nominee of such successor Depositary.




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          (c) If at any time the Depositary for a series of the Securities notifies the Company that it
is unwilling or unable to continue as Depositary for such series or if at any time the Depositary
for such series shall no longer be registered or in good standing under the Exchange Act, or other
applicable statute or regulation, and a successor Depositary for such series is not appointed by
the Company within 90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, or if an Event of Default has occurred and is continuing and the
Company has received a request from the Depositary, this Section 2.11 shall no longer be
applicable to the Securities of such series and the Company will execute, and subject to
Section 2.04, the Trustee will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Security of such series in exchange
for such Global Security. In addition, the Company may at any time determine that the Securities
of any series shall no longer be represented by a Global Security and that the provisions of this
Section 2.11 shall no longer apply to the Securities of such series. In such event the
Company will execute and, subject to Section 2.04, the Trustee, upon receipt of an
Officers’ Certificate evidencing such determination by the Company, will authenticate and deliver
the Securities of such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. Upon the exchange of the Global
Security for such Securities in definitive registered form without coupons, in authorized
denominations, the Global Security shall be canceled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security pursuant to this Section 2.11(c)
shall be registered in such names and in such authorized denominations as the Depositary, pursuant
to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose
names such Securities are so registered.




ARTICLE 3




REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS




     Section 3.01 Redemption.



     The Company may redeem the Securities of any series issued hereunder on and after the dates
and in accordance with the terms established for such series pursuant to Section 2.01
hereof.



     Section 3.02 Notice of Redemption.



          (a) In case the Company shall desire to exercise such right to redeem all or, as the case may
be, a portion of the Securities of any series in accordance with any right the Company reserved for
itself to do so pursuant to Section 2.01 hereof, the Company shall, or shall cause the
Trustee to, give notice of such redemption to holders of the Securities of such series to be
redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days
and not more than 90 days before the date fixed for redemption of that series to such holders at
their last addresses as they shall appear upon the Security Register, unless a shorter period is
specified in the Securities to be redeemed. Any notice that is mailed in the manner



14









 






herein provided shall be conclusively presumed to have been duly given, whether or not the
registered holder receives the notice. In any case, failure duly to give such notice to the holder
of any Security of any series designated for redemption in whole or in part, or any defect in the
notice, shall not affect the validity of the proceedings for the redemption of any other Securities
of such series or any other series. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with any such restriction.




     Each such notice of redemption shall specify the date fixed for redemption and the redemption
price at which Securities of that series are to be redeemed, and shall state that payment of the
redemption price of such Securities to be redeemed will be made at the office or agency of the
Company in the Borough of Manhattan, the City and State of New York, upon presentation and
surrender of such Securities, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, that from and after said date interest will cease to accrue and that
the redemption is for a sinking fund, if such is the case. If less than all the Securities of a
series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in
part shall specify the particular Securities to be so redeemed.



     In case any Security is to be redeemed in part only, the notice that relates to such Security
shall state the portion of the principal amount thereof to be redeemed, and shall state that on and
after the redemption date, 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.



          (b) If less than all the Securities of a series are to be redeemed, the Company shall give the
Trustee at least 45 days’ notice (unless a shorter notice shall be satisfactory to the Trustee) in
advance of the date fixed for redemption as to the aggregate principal amount of Securities of the
series to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it
shall deem appropriate and fair in its discretion and that may provide for the selection of a
portion or portions (equal to one thousand U.S. dollars ($1,000) or any integral multiple thereof)
of the principal amount of such Securities of a denomination larger than $1,000, the Securities to
be redeemed and shall thereafter promptly notify the Company in writing of the numbers of the
Securities to be redeemed, in whole or in part. The Company may, if and whenever it shall so
elect, by delivery of instructions signed on its behalf by an Officer, instruct the Trustee or any
paying agent to call all or any part of the Securities of a particular series for redemption and to
give notice of redemption in the manner set forth in this Section, such notice to be in the name of
the Company or its own name as the Trustee or such paying agent may deem advisable. In any case in
which notice of redemption is to be given by the Trustee or any such paying agent, the Company
shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying
agent, as the case may be, such Security Register, transfer books or other records, or suitable
copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any
notice by mail that may be required under the provisions of this Section.




15









 








     Section 3.03 Payment Upon Redemption.



          (a) If the giving of notice of redemption shall have been completed as above provided, the
Securities or portions of Securities of the series to be redeemed 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 interest on
such Securities or portions of Securities shall cease to accrue on and after the date fixed for
redemption, unless the Company shall default in the payment of such redemption price and accrued
interest with respect to any such Security or portion thereof. On presentation and surrender of
such Securities on or after the date fixed for redemption at the place of payment specified in the
notice, said Securities shall be paid and redeemed at the applicable redemption price for such
series, together with interest accrued thereon to the date fixed for redemption (but if the date
fixed for redemption is an Interest Payment Date, the interest installment payable on such date
shall be payable to the registered holder at the close of business on the applicable record date
pursuant to Section 2.03).




          (b) Upon presentation of any Security of such series that is to be redeemed in part only, the
Company shall execute and the Trustee shall authenticate and the office or agency where the
Security is presented shall deliver to the holder thereof, at the expense of the Company, a new
Security of the same series of authorized denominations in principal amount equal to the unredeemed
portion of the Security so presented.




     Section 3.04 Sinking Fund.



     The provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to
any sinking fund for the retirement of Securities of a series, except as otherwise specified as
contemplated by Section 2.01 for Securities of such series.



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



     Section 3.05 Satisfaction of Sinking Fund Payments with Securities.



     The Company (i) may deliver Outstanding Securities of a series and (ii) may apply as a credit
Securities of a series that have been redeemed either at the election of the Company pursuant to
the terms of such Securities or through the application of permitted optional sinking fund payments
pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to the Securities of such series required to be made pursuant to
the terms of such Securities as provided for by the terms of such series, provided that
such Securities have not been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the redemption price specified in such



16









 







Securities for redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.



     Section 3.06 Redemption of Securities for Sinking Fund.



     Not less than 45 days prior to each sinking fund payment date for any series of Securities
(unless a shorter period shall be satisfactory to the Trustee), the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of the series, the portion thereof, if any, that is to be
satisfied by delivering and crediting Securities of that series pursuant to Section 3.05
and the basis for such credit and will, together with such Officers’ Certificate, deliver to the
Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment
date in the manner specified in Section 3.02 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided in Section
3.02. Such notice having been duly given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Section 3.03.



ARTICLE 4




COVENANTS




     Section 4.01 Payment of Principal, Premium and Interest.



     The Company will duly and punctually pay or cause to be paid the principal of (and premium, if
any) and interest on the Securities of that series at the time and place and in the manner provided
herein and established with respect to such Securities.



     Section 4.02 Maintenance of Office or Agency.



     So long as any series of the Securities remain Outstanding, the Company agrees to maintain an
office or agency in the Borough of Manhattan, the City and State of New York, with respect to each
such series and at such other location or locations as may be designated as provided in this
Section 4.02, where (i) Securities of that series may be presented for payment, (ii)
Securities of that series may be presented as herein above authorized for registration of transfer
and exchange, and (iii) notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be given or served, such designation to continue with respect to
such office or agency until the Company shall, by written notice signed by any officer authorized
to sign an Officers’ Certificate and delivered to the Trustee, designate some other office or
agency for such purposes or any of them. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all such
presentations, notices and demands. The Company initially appoints the Corporate Trust Office of
the Trustee located in the Borough of Manhattan, the City of New York as its paying agent with
respect to the Securities.



17









 





     Section 4.03 Paying Agents.



          (a) If the Company shall appoint one or more paying agents for all or any series of the
Securities, other than the Trustee, the Company will cause each such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to
the provisions of this Section:




               (1) that it will hold all sums held by it as such agent for the payment of the principal of
(and premium, if any) or interest on the Securities of that series (whether such sums have been
paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of
the Persons entitled thereto;



               (2) that it will give the Trustee notice of any failure by the Company (or by any other
obligor of such Securities) to make any payment of the principal of (and premium, if any) or
interest on the Securities of that series when the same shall be due and payable;



               (3) that it will, at any time during the continuance of any failure referred to in the
preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such paying agent; and



               (4) that it will perform all other duties of paying agent as set forth in this Indenture.



          (b) If the Company shall act as its own paying agent with respect to any series of the
Securities, it will on or before each due date of the principal of (and premium, if any) or
interest on Securities of that series, set aside, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or
interest so becoming due on Securities of that series until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or
any failure (by it or any other obligor on such Securities) to take such action. Whenever the
Company shall have one or more paying agents for any series of Securities, it will, prior to each
due date of the principal of (and premium, if any) or interest on any Securities of that series,
deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will
promptly notify the Trustee of this action or failure so to act.




          (c) Notwithstanding anything in this Section to the contrary, (i) the agreement to hold sums
in trust as provided in this Section is subject to the provisions of Section 11.05, and
(ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all
sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon
the same terms and conditions as those upon which such sums were held by the Company or such paying
agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or
such paying agent shall be released from all further liability with respect to such money.




18









 








     Section 4.04 Appointment to Fill Vacancy in Office of Trustee.



     The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will
appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all
times be a Trustee hereunder.



     Section 4.05 Compliance with Consolidation Provisions.



     The Company will not, while any of the Securities remain Outstanding, consolidate with or
merge into any other Person, in either case where the Company is not the survivor of such
transaction, or sell or convey all or substantially all of its property to any other Person unless
the provisions of Article Ten hereof are complied with.



ARTICLE 5




SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE

TRUSTEE




     Section 5.01 Company to Furnish Trustee Names and Addresses of Securityholders.



     The Company will furnish or cause to be furnished to the Trustee (a) within 15 days after each
regular record date (as defined in Section 2.03) a list, in such form as the Trustee may
reasonably require, of the names and addresses of the holders of each series of Securities as of
such regular record date, provided that the Company shall not be obligated to furnish or
cause to furnish such list at any time that the list shall not differ in any respect from the most
recent list furnished to the Trustee by the Company and (b) at such other times as the Trustee may
request in writing within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time such list is
furnished; provided, however, that, in either case, no such list need be furnished
for any series for which the Trustee shall be the Security Registrar.



     Section 5.02 Preservation of Information; Communications with Securityholders.



          (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of Securities contained in the most recent
list furnished to it as provided in Section 5.01 and as to the names and addresses of
holders of Securities received by the Trustee in its capacity as Security Registrar (if acting in
such capacity).




          (b) The Trustee may destroy any list furnished to it as provided in Section 5.01 upon
receipt of a new list so furnished.




          (c) Securityholders may communicate as provided in Section 312(b) of the Trust Indenture Act
with other Securityholders with respect to their rights under this Indenture or under the
Securities, and, in connection with any such communications, the Trustee shall satisfy its
obligations under Section 312(b) of the Trust Indenture Act in accordance with the provisions of
Section 312(b) of the Trust Indenture Act.




19









 





     Section 5.03 Reports by the Company.



     The Company covenants and agrees to provide a copy to the Trustee, after the Company is
required to file the same with the Securities and Exchange Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions of any of the
foregoing as the Securities and Exchange Commission may from time to time by rules and regulations
prescribe) that the Company may be required to file with the Securities and Exchange Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act.



     Section 5.04 Reports by the Trustee.



          (a) On or before July 15 in each year in which any of the Securities are Outstanding, the
Trustee shall transmit by mail, first class postage prepaid, to the Securityholders, as their names
and addresses appear upon the Security Register, a brief report dated as of the preceding May 15,
if and to the extent required under Section 313(a) of the Trust Indenture Act.




          (b) The Trustee shall comply with Section 313(b) and 313(c) of the Trust Indenture Act.




          (c) A copy of each such report shall, at the time of such transmission to Securityholders, be
filed by the Trustee with the Company, with each securities exchange upon which any Securities are
listed (if so listed) and also with the Securities and Exchange Commission. The Company agrees to
notify the Trustee when any Securities become listed on any securities exchange.




ARTICLE 6




REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT




     Section 6.01 Events of Default.



          (a) Whenever used herein with respect to Securities of a particular series, “Event of Default”
means any one or more of the following events that has occurred and is continuing:




               (1) the Company defaults in the payment of any installment of interest upon any of the
Securities of that series, as and when the same shall become due and payable, and such default
continues for a period of 90 days; provided, however, that a valid extension of an
interest payment period by the Company in accordance with the terms of any indenture supplemental
hereto shall not constitute a default in the payment of interest for this purpose;



               (2) the Company defaults in the payment of the principal of (or premium, if any, on) any of
the Securities of that series as and when the same shall become due and payable whether at
maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking
or analogous fund established with respect to that series; provided, however, that
a valid extension of the maturity of such Securities in accordance with



20









 







the terms of any indenture supplemental hereto shall not constitute a default in the payment
of principal or premium, if any;



               (3) the Company fails to observe or perform any other of its covenants or agreements with
respect to that series contained in this Indenture or otherwise established with respect to that
series of Securities pursuant to Section 2.01 hereof (other than a covenant or agreement
that has been expressly included in this Indenture solely for the benefit of one or more series of
Securities other than such series) for a period of 90 days after the date on which written notice
of such failure, requiring the same to be remedied and stating that such notice is a “Notice of
Default” hereunder, shall have been given to the Company by the Trustee, by registered or certified
mail, or to the Company and the Trustee by the holders of at least 25% in principal amount of the
Securities of that series at the time Outstanding;



               (4) the Company pursuant to or within the meaning of any Bankruptcy Law (i) commences a
voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary
case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its
property or (iv) makes a general assignment for the benefit of its creditors; or



               (5) a court of competent jurisdiction enters an order under any Bankruptcy Law that (i) is for
relief against the Company in an involuntary case, (ii) appoints a Custodian of the Company for all
or substantially all of its property or (iii) orders the liquidation of the Company, and the order
or decree remains unstayed and in effect for 90 days.



          (b) In each and every such case (other than an Event of Default specified in clause (4) or
clause (5) above), unless the principal of all the Securities of that series shall have already
become due and payable, 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 Company (and to the Trustee if given by such Securityholders), may declare the principal of
(and premium, if any, on) and accrued and unpaid interest on all the Securities of that 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 clause (4) or clause (5) above
occurs, the principal of and accrued and unpaid interest on all the Securities of that series shall
automatically be immediately due and payable without any declaration or other act on the part of
the Trustee or the holders of the Securities.




          (c) At any time after the principal of (and premium, if any, on) and accrued and unpaid
interest on 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 Company and the Trustee, may
rescind and annul such declaration and its consequences if: (i) the Company 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 expressed in



21









 






the Securities of that series to the date of such payment or deposit) and the amount payable
to the Trustee under Section 7.06, and (ii) any and all Events of Default under the
Indenture with respect to such series, other than the nonpayment of principal on (and premium, if
any, on) and accrued and unpaid interest on Securities of that series that shall not have become
due by their terms, shall have been remedied or waived as provided in Section 6.06.




     No such rescission and annulment shall extend to or shall affect any subsequent default or
impair any right consequent thereon.



          (d) In case the Trustee shall have proceeded to enforce any right with respect to Securities
of that series under this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case, subject to any determination in such
proceedings, the Company and the Trustee shall be restored respectively to their former positions
and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall
continue as though no such proceedings had been taken.




     Section 6.02 Collection of Indebtedness and Suits for Enforcement by Trustee.



          (a) The Company covenants that (i) in case it shall default in the payment of any installment
of interest on any of the Securities of a series, or in any payment required by any sinking or
analogous fund established with respect to that series as and when the same shall have become due
and payable, and such default shall have continued for a period of 90 Business Days, or (ii) in
case it shall default in the payment of the principal of (or premium, if any, on) any of the
Securities of a series when the same shall have become due and payable, whether upon maturity of
the Securities of a series or upon redemption or upon declaration or otherwise then, upon demand of
the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Securities
of that series, the whole amount that then shall have been become due and payable on all such
Securities for principal (and premium, if any) or interest, or both, as the case may be, with
interest upon the overdue principal (and premium, if any) and (to the extent that payment of such
interest is enforceable under applicable law) upon overdue installments of interest at the rate per
annum expressed in the Securities of that series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, and the amount payable to the
Trustee under Section 7.06.




          (b) If the Company shall fail to pay such amounts forthwith 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 proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or other obligor upon the Securities of that series
and collect the moneys adjudged or decreed to be payable in the manner provided by law or equity
out of the property of the Company or other obligor upon the Securities of that series, wherever
situated.




          (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization,
readjustment, arrangement, composition or judicial proceedings affecting the Company, or its
creditors or property, the Trustee shall have power to intervene in such




22









 





proceedings and take any action therein that may be permitted by the court and shall (except
as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and
documents as may be necessary or advisable in order to have the claims of the Trustee and of the
holders of Securities of such series allowed for the entire amount due and payable by the Company
under the Indenture at the date of institution of such proceedings and for any additional amount
that may become due and payable by the Company after such date, and to collect and receive any
moneys or other property payable or deliverable on any such claim, and to distribute the same after
the deduction of the amount payable to the Trustee under Section 7.06; and any receiver,
assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of
Securities of such series to make such payments to the Trustee, and, in the event that the Trustee
shall consent to the making of such payments directly to such Securityholders, to pay to the
Trustee any amount due it under Section 7.06.




          (d) All rights of action and of asserting claims under this Indenture, or under any of the
terms established with respect to Securities of that series, may be enforced by the Trustee without
the possession of any of such Securities, or the production thereof at any trial or other
proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of judgment shall, after
provision for payment to the Trustee of any amounts due under Section 7.06, be for the
ratable benefit of the holders of the Securities of such series.




     In case of an Event of Default hereunder, 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 most effectual 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 the 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.



     Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities of that 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.



     Section 6.03 Application of Moneys Collected.



     Any moneys collected by the Trustee pursuant to this Article with respect to a particular
series of Securities 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 premium, if
any) or interest, upon presentation of the Securities of that series, and notation thereon of the
payment, if only partially paid, and upon surrender thereof if fully paid:



     FIRST: To the payment of all indebtedness of the Company to which such series of Securities
is subordinated to the extent required by Section 7.06 and Article Fourteen;



23









 





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



     THIRD: To the payment of the remainder, if any, to the Company or any other Person lawfully
entitled thereto.



     Section 6.04 Limitation on Suits.



     No holder of any Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or
under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless (i) such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof with respect to the Securities of such
series specifying such Event of Default, as hereinbefore provided; (ii) 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, suit or proceeding in its own name
as Trustee hereunder; (iii) such holder or holders shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred
therein or thereby; (iv) the Trustee for 90 days after its receipt of such notice, request and
offer of indemnity, shall have failed to institute any such action, suit or proceeding and
(v) during such 90 day period, the holders of a majority in principal amount of the Securities of
that series do not give the Trustee a direction inconsistent with the request.



     Notwithstanding anything contained herein to the contrary or any other provisions of this
Indenture, the right of any holder of any Security to receive payment of the principal of (and
premium, if any) and interest on such Security, as therein provided, on or after the respective due
dates expressed in such Security (or in the case of redemption, on the redemption date), or to
institute suit for the enforcement of any such payment on or after such respective dates or
redemption date, shall not be impaired or affected without the consent of such holder and by
accepting a Security hereunder it is expressly understood, intended and covenanted by the taker and
holder of every Security of such series with every other such taker and holder and the Trustee,
that no one or more holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of the holders of any other of 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 such series. 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 6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver.



          (a) Except as otherwise provided in Section 2.07, all powers and remedies given by
this Article to the Trustee or to the Securityholders shall, to the extent permitted by law,



24









 






be deemed cumulative and not exclusive of any other powers and remedies available to the
Trustee or the holders of the Securities, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this Indenture or otherwise
established with respect to such Securities.




          (b) No delay or omission of the Trustee or of any holder of any of the Securities 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 default or an
acquiescence therein; and, subject to the provisions of Section 6.04, every power and
remedy given by this Article or by law to the Trustee or the Securityholders may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders.




     Section 6.06 Control by Securityholders.



     The holders of a majority in aggregate principal amount of the Securities of any series at the
time Outstanding, determined in accordance with Section 8.04, 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 such series;
provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture. Subject to the provisions of Section 7.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or officers of the Trustee, determine that the proceeding so directed, subject
to the Trustee’s duties under the Trust Indenture Act, would involve the Trustee in personal
liability or might be unduly prejudicial to the Securityholders not involved in the proceeding.
The holders of a majority in aggregate principal amount of the Securities of any series at the time
Outstanding affected thereby, determined in accordance with Section 8.04, may on behalf of
the holders of all of the Securities of such series waive any past default in the performance of
any of the covenants contained herein or established pursuant to Section 2.01 with respect
to such series and its consequences, except a default in the payment of the principal of, or
premium, if any, or interest on, any of the Securities of that series as and when the same shall
become due by the terms of such Securities otherwise than by acceleration (unless such default has
been cured and a sum sufficient to pay all matured installments of interest and principal and any
premium has been deposited with the Trustee (in accordance with Section 6.01(c)). Upon any
such waiver, the default covered thereby shall be deemed to be cured for all purposes of this
Indenture and the Company, the Trustee and the holders of the Securities of such series 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.



     Section 6.07 Undertaking To Pay Costs.



     All parties to this Indenture agree, and each holder of any Securities by such holder’s
acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such



25









 







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, holding more
than 10% in aggregate principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the respective due dates
expressed in such Security or established pursuant to this Indenture.



ARTICLE 7




CONCERNING THE TRUSTEE




     Section 7.01 Certain Duties and Responsibilities of Trustee.



          (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities
of a series and after the curing of all Events of Default with respect to the Securities of that
series that may have occurred, shall undertake to perform with respect to the Securities of such
series such duties and only such duties as are specifically set forth in this Indenture, and no
implied covenants shall be read into this Indenture against the Trustee. In case an Event of
Default with respect to the Securities of a series has occurred (that has not been cured or
waived), the Trustee shall exercise with respect to Securities of that series such of the rights
and powers vested in it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own
affairs.




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




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



                    (A) the duties and obligations of the Trustee shall with respect to the Securities of such
series be determined solely by the express provisions of this Indenture, and the Trustee shall not
be liable with respect to the Securities of such series 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



                    (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to
the Securities of such series conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions that 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 requirement of this Indenture;



26









 





               (ii) 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;



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



               (iv) 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 is reasonable ground for
believing that the repayment of such funds or liability is not reasonably assured to it under the
terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it.



     Section 7.02 Certain Rights of Trustee.



     Except as otherwise provided in Section 7.01:



          (a) The Trustee may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, 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;




          (b) Any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a Board Resolution or an instrument signed in the name of the Company by
any authorized officer of the Company (unless other evidence in respect thereof is specifically
prescribed herein);




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




          (d) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request, order or direction of any of the Securityholders pursuant to
the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation,
upon the occurrence of an Event of Default with respect to a series of the Securities (that has not
been cured or waived), to exercise with respect to Securities of that series such of the rights and
powers vested in it by this Indenture, and to use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own
affairs;




27









 








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




          (f) The Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, security, or other papers or documents, unless requested in writing so to do
by the holders of not less than a majority in principal amount of the Outstanding Securities of the
particular series affected thereby (determined as provided in Section 8.04);
provided, however, 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 reasonable indemnity against such
costs, expenses or liabilities as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Company or, if paid by the Trustee, shall be repaid by the
Company upon demand; and




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




     In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of
Default except (1) any Event of Default occurring pursuant to Sections 6.01(a)(1),
6.01(a)(2) and 4.01 hereof or (2) any Default or Event of Default of which the
Trustee shall have received written notification in the manner set forth in this Indenture or a
Responsible Officer of the Trustee shall have obtained actual knowledge. Delivery of reports,
information and documents to the Trustee under Section 5.03 is for informational purposes
only and the information and the Trustee’s receipt of the foregoing shall not constitute
constructive notice of any information contained therein, or determinable from information
contained therein including the Company’s compliance with any of their covenants thereunder (as to
which the Trustee is entitled to rely exclusively on an Officers’ Certificate).



     Section 7.03 Trustee Not Responsible for Recitals or Issuance or Securities.



          (a) The recitals contained herein and in the Securities shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for the correctness of the same.




          (b) The Trustee makes no representations as to the validity or sufficiency of this Indenture
or of the Securities.




          (c) The Trustee shall not be accountable for the use or application by the Company of any of
the Securities or of the proceeds of such Securities, or for the use or application of any moneys
paid over by the Trustee in accordance with any provision of this Indenture or established pursuant
to Section 2.01, or for the use or application of any moneys received by any paying agent
other than the Trustee.




28









 





     Section 7.04 May Hold Securities.



     The Trustee or any paying agent or Security Registrar, in its individual or any other
capacity, may become the owner or pledgee of Securities with the same rights it would have if it
were not Trustee, paying agent or Security Registrar.



     Section 7.05 Moneys Held in Trust.



     Subject to the provisions of Section 11.05, 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 law. The
Trustee shall be under no liability for interest on any moneys received by it hereunder except such
as it may agree with the Company to pay thereon.



     Section 7.06 Compensation and Reimbursement.



          (a) The Company covenants and agrees to pay to the Trustee, and the Trustee shall be entitled
to, such reasonable compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) as the Company and the Trustee may from time to
time agree in writing, for all services rendered by it in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties hereunder of the
Trustee, and, except as otherwise expressly provided herein, the Company will pay or reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel and of all Persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from its negligence or
bad faith and except as the Company and Trustee may from time to time agree in writing. The
Company also covenants to indemnify the Trustee (and its officers, agents, directors and employees)
for, and to hold it harmless against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the reasonable costs and expenses of defending itself
against any claim of liability in the premises.




          (b) The obligations of the Company under this Section to compensate and indemnify the Trustee
and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall
constitute indebtedness of the Company to which the Securities are subordinated. Such additional
indebtedness shall be secured by a lien prior 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.




     Section 7.07 Reliance on Officers’ Certificate.



     Except as otherwise provided in Section 7.01, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it reasonably necessary or desirable that a
matter be proved or established prior to taking or suffering or omitting to take any action
hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers’ Certificate delivered to the Trustee and



29









 







such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall
be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under
the provisions of this Indenture upon the faith thereof.



     Section 7.08 Disqualification; Conflicting Interests.



     If the Trustee has or shall acquire any “conflicting interest” within the meaning of Section
310(b) of the Trust Indenture Act, the Trustee and the Company shall in all respects comply with
the provisions of Section 310(b) of the Trust Indenture Act.



     Section 7.09 Corporate Trustee Required; Eligibility.



     There shall at all times be a Trustee with respect to the Securities issued hereunder which
shall at all times be a corporation organized and doing business under the laws of the United
States of America or any state or territory thereof or of the District of Columbia, or a
corporation or other Person permitted to act as trustee by the Securities and Exchange Commission,
authorized under such laws to exercise corporate trust powers, having a combined capital and
surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or
examination by federal, state, territorial, or District of Columbia authority.



     If such corporation or other Person 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 other Person
shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as Trustee. 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
7.10.



     Section 7.10 Resignation and Removal; Appointment of Successor.



          (a) The Trustee or any successor hereafter appointed may at any time resign with respect to
the Securities of one or more series by giving written notice thereof to the Company and by
transmitting notice of resignation by mail, first class postage prepaid, to the Securityholders of
such series, as their names and addresses appear upon the Security Register.




     Upon receiving such notice of resignation, the Company shall promptly appoint a successor
trustee with respect to Securities of such series by written instrument, in duplicate, executed by
order of the Board of Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee with respect to Securities of such series, or any Securityholder
of that series who has been a bona fide holder of a Security or Securities for at least six months
may on behalf of himself 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.



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




               (i) the Trustee shall fail to comply with the provisions of Section 7.08 after written
request therefor by the Company or by any Securityholder who has been a bona fide holder of a
Security or Securities for at least six months; or



               (ii) the Trustee shall cease to be eligible in accordance with the provisions of Section
7.09 and shall fail to resign after written request therefor by the Company or by any such
Securityholder; or



               (iii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the Trustee or of its
property shall be appointed or consented to, 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 Company may remove the Trustee with respect to all Securities and
appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy
to the successor trustee, or any Securityholder who has been a bona fide holder of a Security or
Securities for at least six months may, on behalf of that holder and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and the appointment of
a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.




          (c) The holders of a majority in aggregate principal amount of the Securities of any series at
the time Outstanding may at any time remove the Trustee with respect to such series by so notifying
the Trustee and the Company and may appoint a successor Trustee for such series with the consent of
the Company.




          (d) Any resignation or removal of the Trustee and appointment of a successor trustee with
respect to the Securities of a series pursuant to any of the provisions of this Section shall
become effective upon acceptance of appointment by the successor trustee as provided in Section
7.11.




          (e) Any successor trustee appointed pursuant to this Section may be appointed with respect to
the Securities of one or more series or all of such series, and at any time there shall be only one
Trustee with respect to the Securities of any particular series.




     Section 7.11 Acceptance of Appointment by Successor.



          (a) In case of the appointment hereunder of a successor trustee with respect to all
Securities, every such successor trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the Company or the successor
trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an



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instrument transferring to such successor trustee all the rights, powers, and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property
and money held by such retiring Trustee hereunder.




          (b) In case of the appointment hereunder of a successor trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor trustee shall accept such appointment and which (i)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor
trustee relates, (ii) shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee and that no Trustee shall be responsible for any
act or failure to act on the part of any other Trustee hereunder; and upon the execution and
delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein, such retiring Trustee shall with respect to the
Securities of that or those series to which the appointment of such successor trustee relates have
no further responsibility for the exercise of rights and powers or for the performance of the
duties and obligations vested in the Trustee under this Indenture, and each such successor trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor trustee relates; but, on request of the Company or any
successor trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor
trustee, to the extent contemplated by such supplemental indenture, the property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those series to which the
appointment of such successor trustee relates.




          (c) Upon request of any such successor trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor trustee all
such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may
be.




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




          (e) Upon acceptance of appointment by a successor trustee as provided in this Section, the
Company shall transmit notice of the succession of such trustee hereunder by mail, first class
postage prepaid, to the Securityholders, as their names and addresses appear upon the Security
Register. If the Company fails to transmit such notice within ten days after acceptance




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of appointment by the successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.




     Section 7.12 Merger, Conversion, Consolidation or Succession to Business.



     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such corporation
shall be qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09, 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 any
Securities shall have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.



     Section 7.13 Preferential Collection of Claims Against the Company.



     The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has
resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the
extent included therein.



     Section 7.14 Notice of Default.



     If any Default or any Event of Default occurs and is continuing and if such Default or Event
of Default is known to a Responsible Officer of the Trustee, the Trustee shall mail to each
Securityholder in the manner and to the extent provided in Section 313(c) of the Trust Indenture
Act notice of the Default or Event of Default within 45 days after it occurs, unless such Default
or Event of Default has been cured; provided, however, that, except in the case of
a default in the payment of the principal of (or premium, if any) or interest on any Security, the
Trustee shall be protected in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interest of the Securityholders.



ARTICLE 8




CONCERNING THE SECURITYHOLDERS




     Section 8.01 Evidence of Action by Securityholders.



     Whenever in this Indenture it is provided that the holders of a majority or specified
percentage in aggregate principal amount of the Securities of a particular series may take any
action (including the making of any demand or request, the giving of any notice, consent or waiver
or the taking of any other action), the fact that at the time of taking any such action the holders
of such majority or specified percentage of that series have joined therein may be



33









 







evidenced by any instrument or any number of instruments of similar tenor executed by such
holders of Securities of that series in person or by agent or proxy appointed in writing.



     If the Company shall solicit from the Securityholders of any series any request, demand,
authorization, direction, notice, consent, waiver or other action, the Company may, at its option,
as evidenced by an Officers’ Certificate, fix in advance a record date for such series for the
determination of Securityholders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other action, but the Company shall have no obligation to do so. If
such a record date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after the record date, but only the Securityholders
of record at the close of business on the record date shall be deemed to be Securityholders for the
purposes of determining whether Securityholders of the requisite proportion of Outstanding
Securities of that series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that purpose the
Outstanding Securities of that series shall be computed as of the record date; provided,
however, that no such authorization, agreement or consent by such Securityholders on the
record date shall be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than six months after the record date.



     Section 8.02 Proof of Execution by Securityholders.



     Subject to the provisions of Section 7.01, proof of the execution of any instrument by
a Securityholder (such proof will not require notarization) or his agent or proxy and proof of the
holding by any Person of any of the Securities shall be sufficient if made in the following manner:



          (a) The fact and date of the execution by any such Person of any instrument may be proved in
any reasonable manner acceptable to the Trustee.




     The ownership of Securities shall be proved by the Security Register of such Securities or by
a certificate of the Security Registrar thereof.



     The Trustee may require such additional proof of any matter referred to in this Section as it
shall deem necessary.



     Section 8.03 Who May Be Deemed Owners.



     Prior to the due presentment for registration of transfer of any Security, the Company, the
Trustee, any paying agent and any Security Registrar may deem and treat the Person in whose name
such Security shall be registered upon the books of the Company as the absolute owner of such
Security (whether or not such Security shall be overdue and notwithstanding any notice of ownership
or writing thereon made by anyone other than the Security Registrar) for the purpose of receiving
payment of or on account of the principal of, premium, if any, and (subject to Section
2.03) interest on such Security and for all other purposes; and neither the Company nor the
Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the
contrary.



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     Section 8.04 Certain Securities Owned by Company Disregarded.



     In determining whether the holders of the requisite aggregate principal amount of Securities
of a particular series have concurred in any direction, consent or waiver under this Indenture, the
Securities of that series that are owned by the Company or any other obligor on the Securities of
that series or by any Person directly or indirectly controlling or controlled by or under common
control with the Company or any other obligor on the Securities of that series 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 of such series that the Trustee actually knows are so owned
shall be so disregarded. The Securities so owned that have been pledged in good faith may be
regarded as Outstanding for the purposes of this Section, if the pledgee shall establish to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not a Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall be full protection
to the Trustee.



     Section 8.05 Actions Binding on Future Securityholders.



     At any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the holders of the majority or percentage in
aggregate principal amount of the Securities of a particular series specified in this Indenture in
connection with such action, any holder of a Security of that series that is shown by the evidence
to be included in the Securities the holders of which have consented to such action may, by filing
written notice with the Trustee, and upon proof of holding as provided in Section 8.02,
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 Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or not any notation
in regard thereto is made upon such Security. Any action taken by the holders of the majority or
percentage in aggregate principal amount of the Securities of a particular series specified in this
Indenture in connection with such action shall be conclusively binding upon the Company, the
Trustee and the holders of all the Securities of that series.



ARTICLE 9




SUPPLEMENTAL INDENTURES




     Section 9.01 Supplemental Indentures without the Consent of Securityholders.



     In addition to any supplemental indenture otherwise authorized by this Indenture, the Company
and the Trustee may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in
effect), without the consent of the Securityholders, for one or more of the following purposes:



35









 





          (a) to cure any ambiguity, defect, or inconsistency herein or in the Securities of any series;




          (b) to comply with Article Ten;




          (c) to provide for uncertificated Securities in addition to or in place of certificated
Securities;




          (d) to add to the covenants, restrictions, conditions or provisions relating to the Company
for the benefit of the holders of all or any series of Securities (and if such covenants,
restrictions, conditions or provisions are to be for the benefit of less than all series of
Securities, stating that such covenants, restrictions, conditions or provisions are expressly being
included solely for the benefit of such series), to make the occurrence, or the occurrence and the
continuance, of a default in any such additional covenants, restrictions, conditions or provisions
an Event of Default, or to surrender any right or power herein conferred upon the Company;




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




          (f) to make any change that does not adversely affect the rights of any Securityholder in any
material respect;




          (g) to provide for the issuance of and establish the form and terms and conditions of the
Securities of any series as provided in Section 2.01, to establish the form of any
certifications required to be furnished pursuant to the terms of this Indenture or any series of
Securities, or to add to the rights of the holders of any series of Securities;




          (h) to evidence and provide for the acceptance of appointment hereunder by a successor
trustee; or




          (i) to comply with any requirements of the Securities and Exchange Commission or any successor
in connection with the qualification of this Indenture under the Trust Indenture Act.




     The Trustee is hereby authorized to join with the Company in the execution of any such
supplemental indenture, and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into any such supplemental
indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.



     Any supplemental indenture authorized by the provisions of this Section may be executed by the
Company and the Trustee without the consent of the holders of any of the Securities at the time
Outstanding, notwithstanding any of the provisions of Section 9.02.



36









 





     Section 9.02 Supplemental Indentures with Consent of Securityholders.



     With the consent (evidenced as provided in Section 8.01) of the holders of not less
than a majority in aggregate principal amount of the Securities of each series affected by such
supplemental indenture or indentures at the time Outstanding, the Company, when authorized by a
Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as
then in effect) 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 not covered by Section 9.01 the rights of the holders of the
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the holders of each Security then Outstanding
and affected thereby, (a) extend the fixed maturity of any Securities of any series, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or
reduce any premium payable upon the redemption thereof or (b) reduce the aforesaid percentage of
Securities, the holders of which are required to consent to any such supplemental indenture.



     It shall not be necessary for the consent of the Securityholders of any series affected
thereby 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.



     Section 9.03 Effect of Supplemental Indentures.



     Upon the execution of any supplemental indenture pursuant to the provisions of this Article or
of Section 10.01, this Indenture shall, with respect to such series, 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 Company and the holders
of Securities of the 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 9.04 Securities Affected by Supplemental Indentures.



     Securities of any series affected by a supplemental indenture, authenticated and delivered
after the execution of such supplemental indenture pursuant to the provisions of this Article or of
Section 10.01, may bear a notation in form approved by the Company, provided such form
meets the requirements of any securities exchange upon which such series may be listed, as to any
matter provided for in such supplemental indenture. If the Company shall so determine, new
Securities of that series so modified as to conform, in the opinion of the Board of Directors, to
any modification of this Indenture contained in any such supplemental indenture may be prepared by
the Company, authenticated by the Trustee and delivered in exchange for the Securities of that
series then Outstanding.



     Section 9.05 Execution of Supplemental Indentures.



     Upon the request of the Company, accompanied by its Board Resolutions authorizing the
execution of any such supplemental indenture, and upon the filing with the Trustee of evidence



37









 







of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall
join with the Company 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. The Trustee, subject to the provisions of Section 7.01, may
receive an Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article is authorized or permitted by, and
conforms to, the terms of this Article and that it is proper for the Trustee under the provisions
of this Article to join in the execution thereof; provided, however, that such
Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution
of a supplemental indenture that establishes the terms of a series of Securities pursuant to
Section 2.01 hereof.



     Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage
prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to
the Securityholders of all series affected thereby as their names and addresses appear upon the
Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such supplemental indenture.



ARTICLE 10




SUCCESSOR ENTITY




     Section 10.01 Company May Consolidate, etc.



     Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set
forth in an Officers’ Certificate, or established in one or more indentures supplemental to this
Indenture, nothing contained in this Indenture shall prevent any consolidation or merger of the
Company with or into any other Person (whether or not affiliated with the Company) or successive
consolidations or mergers in which the Company or its successor or successors shall be a party or
parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of
the Company or its successor or successors as an entirety, or substantially as an entirety, to any
other corporation (whether or not affiliated with the Company or its successor or successors)
authorized to acquire and operate the same; provided, however, the Company hereby
covenants and agrees that, upon any such consolidation or merger (in each case, if the Company is
not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and
punctual payment of the principal of (premium, if any) and interest on all of the Securities of all
series in accordance with the terms of each series, according to their tenor, and the due and
punctual performance and observance of all the covenants and conditions of this Indenture with
respect to each series or established with respect to such series pursuant to Section 2.01
to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which
shall conform to the provisions of the Trust Indenture Act, as then in effect) reasonably
satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by
such consolidation, or into which the Company shall have been merged, or by the entity which shall
have acquired such property.



38









 





     Section 10.02 Successor Entity Substituted.



          (a) In case of any such consolidation, merger, sale, conveyance, transfer or other disposition
and upon the assumption by the successor entity by supplemental indenture, executed and delivered
to the Trustee and satisfactory in form to the Trustee, of the obligations set forth under
Section 10.01 on all of the Securities of all series Outstanding, such successor entity
shall succeed to and be substituted for the Company with the same effect as if it had been named as
the Company herein, and thereupon the predecessor corporation shall be relieved of all obligations
and covenants under this Indenture and the Securities.




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




          (c) Nothing contained in this Article shall require any action by the Company in the case of a
consolidation or merger of any Person into the Company where the Company is the survivor of such
transaction, or the acquisition by the Company, by purchase or otherwise, of all or any part of the
property of any other Person (whether or not affiliated with the Company).




     Section 10.03 Evidence of Consolidation, etc. to Trustee.



     The Trustee, subject to the provisions of Section 7.01, may receive an Officers’
Certificate or an Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, conveyance, transfer or other disposition, and any such assumption, comply with the
provisions of this Article.



ARTICLE 11




SATISFACTION AND DISCHARGE




     Section 11.01 Satisfaction and Discharge of Indenture.



     If at any time: (a) the Company shall have delivered to the Trustee for cancellation all
Securities of a series theretofore authenticated and not delivered to the Trustee for cancellation
(other than any Securities that shall have been destroyed, lost or stolen and that shall have been
replaced or paid as provided in Section 2.07 and Securities for whose payment money or
Governmental Obligations have theretofore been deposited in trust or segregated and held in trust
by the Company and thereupon repaid to the Company or discharged from such trust, as provided in
Section 11.05); or (b) all such Securities of a particular series not theretofore delivered
to the Trustee for cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company or
any Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire
amount in moneys or Governmental Obligations or a combination thereof, 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 at maturity or upon redemption all Securities of that
series not theretofore delivered to the Trustee for cancellation, including principal (and premium,
if any) and interest due or to become due to such date of maturity or



39









 







date fixed for redemption, as the case may be, and if the Company shall also pay or cause to
be paid all other sums payable hereunder with respect to such series by the Company then this
Indenture shall thereupon cease to be of further effect with respect to such series except for the
provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02,
4.03 and 7.10, that shall survive until the date of maturity or redemption date, as
the case may be, and Sections 7.06 and 11.05, that shall survive to such date and
thereafter, and the Trustee, on demand of the Company and at the cost and expense of the Company
shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with
respect to such series.



     Section 11.02 Discharge of Obligations.



     If at any time all such Securities of a particular series not heretofore delivered to the
Trustee for cancellation or that have not become due and payable as described in Section
11.01 shall have been paid by the Company or any Guarantor by depositing irrevocably with the
Trustee as trust funds moneys or an amount of Governmental Obligations sufficient to pay at
maturity or upon redemption all such Securities of that series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and interest due or to become
due to such date of maturity or date fixed for redemption, as the case may be, and if the Company
or any Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company
or any Guarantor with respect to such series, then after the date such moneys or Governmental
Obligations, as the case may be, are deposited with the Trustee the obligations of the Company and
any Guarantor under this Indenture with respect to such series shall cease to be of further effect
except for the provisions of Sections 2.03, 2.05, 2.07, 4.01,
4.02, 4.03, 7.06, 7.10 and 11.05 hereof that shall survive
until such Securities shall mature and be paid.



     Thereafter, Sections 7.06 and 11.05 shall survive.



     Section 11.03 Deposited Moneys To Be Held In Trust.



     All moneys or Governmental Obligations deposited with the Trustee pursuant to
Sections 11.01 or 11.02 shall be held in trust and shall be available for payment
as due, either directly or through any paying agent (including the Company acting as its own paying
agent), to the holders of the particular series of Securities for the payment or redemption of
which such moneys or Governmental Obligations have been deposited with the Trustee.



     Section 11.04 Payment of Moneys Held By Paying Agents.



     In connection with the satisfaction and discharge of this Indenture all moneys or Governmental
Obligations then held by any paying agent under the provisions of this Indenture shall, upon demand
of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all
further liability with respect to such moneys or Governmental Obligations.



     Section 11.05 Repayment To Company.



     Any moneys or Governmental Obligations deposited with any paying agent or the Trustee, or then
held by the Company, in trust for payment of principal of or premium, if any, or interest on the
Securities of a particular series that are not applied but remain unclaimed by the



40









 







holders of such Securities for at least two years after the date upon which the principal of
(and premium, if any) or interest on such Securities shall have respectively become due and
payable, or such other shorter period set forth in applicable escheat or abandoned or unclaimed
property law, shall be repaid to the Company on May 31 of each year or upon the Company’s request
or (if then held by the Company) shall be discharged from such trust; and thereupon the paying
agent and the Trustee shall be released from all further liability with respect to such moneys or
Governmental Obligations, and the holder of any of the Securities entitled to receive such payment
shall thereafter, as a general creditor, look only to the Company for the payment thereof.



ARTICLE 12




IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND

DIRECTORS




     Section 12.01 No Recourse.



     No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any
Security, or any guarantee thereof or for any claim based thereon or otherwise in respect thereof,
shall be had against any incorporator, stockholder, officer or director, past, present or future as
such, of the Company or any Guarantor or of any predecessor or successor corporation of the Company
or any Guarantor, either directly or through the Company or any Guarantor or any such predecessor
or successor corporation of the Company or any Guarantor, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder are solely corporate
obligations, and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors as such, of the Company, or any
Guarantor or of any predecessor or successor corporation of the Company or any Guarantor, or any of
them, because of the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of the Securities, or
any guarantees thereof, or implied therefrom; and that any and all such personal liability of every
name and nature, either at common law or in equity or by constitution or statute, of, and any and
all such rights and claims against, every such incorporator, stockholder, officer or director as
such, because of the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of the Securities, or
any guarantees thereof, or implied therefrom, are hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture, the issuance of such
Securities, and any guarantees thereof.



ARTICLE 13




MISCELLANEOUS PROVISIONS




     Section 13.01 Effect On Successors and Assigns.



     All the covenants, stipulations, promises and agreements in this Indenture made by or on
behalf of the Company shall bind its successors and assigns, whether so expressed or not.



41









 





     Section 13.02 Actions by Successor.



     Any act or proceeding by any provision of this Indenture authorized or required to be done or
performed by any board, committee or officer of the Company shall and may be done and performed
with like force and effect by the corresponding board, committee or officer of any corporation that
shall at the time be the lawful successor of the Company.



     Section 13.03 Surrender of Company Powers.



     The Company by instrument in writing executed by authority of its Board of Directors and
delivered to the Trustee may surrender any of the powers reserved to the Company, and thereupon
such power so surrendered shall terminate both as to the Company and as to any successor
corporation.



     Section 13.04 Notices.



     Except as otherwise expressly provided herein, any notice, request or demand that by any
provision of this Indenture is required or permitted to be given, made or served by the Trustee or
by the holders of Securities or by any other Person pursuant to this Indenture to or on the Company
and/or any Guarantor may be given or served by being deposited in first class mail, postage
prepaid, addressed (until another address is filed in writing by the Company with the Trustee), as
follows: US Airways Group, Inc., 111 West Rio Salado Parkway, Tempe, Arizona 85281 or by facsimile
or other electronic means as the Trustee agrees to accept. Any notice, election, request or demand
by the Company or any Securityholder or by any other Person pursuant to this Indenture to or upon
the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the Corporate Trust Office of the Trustee.



     Section 13.05 Governing Law.



     This Indenture and each Security (including any guarantee thereof) shall be deemed to be a
contract made under the internal laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of said State, except to the extent that the Trust Indenture
Act is applicable.



     Section 13.06 Treatment of Securities as Debt.



     It is intended that the Securities will be treated as indebtedness and not as equity for
federal income tax purposes. The provisions of this Indenture shall be interpreted to further this
intention.



     Section 13.07 Certificates and Opinions as to Conditions Precedent.



          (a) Upon any application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent provided for in this Indenture (other than the
certificate to be delivered pursuant to Section 13.12) relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion



42









 






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.




          (b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee
with respect to compliance with a condition or covenant in this Indenture shall include (i) a
statement that the Person making such certificate or opinion has read such covenant or condition;
(ii) 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; (iii) a statement
that, in the opinion of such Person, he has made such examination or investigation as is reasonably
necessary to enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (iv) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.




     Section 13.08 Payments on Business Days.



     Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set
forth in an Officers’ Certificate, or established in one or more indentures supplemental to this
Indenture, in any case where the date of maturity of interest or principal of any Security or the
date of redemption of any Security shall not be a Business Day, then payment of interest or
principal (and premium, if any) may be made on the next succeeding Business Day with the same force
and effect as if made on the nominal date of maturity or redemption, and no interest shall accrue
for the period after such nominal date.



     Section 13.09 Conflict With Trust Indenture Act.



     If and to the extent that any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed
duties shall control.



     Section 13.10 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 13.11 Separability.



     In case any one or more of the provisions contained in this Indenture or in the Securities of
any series shall for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provisions of this
Indenture or of such Securities, but this Indenture and such Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained herein or therein.



     Section 13.12 Compliance Certificates.



     The Company or any Guarantors shall deliver to the Trustee, within 120 days after the end of
each fiscal year during which any Securities of any series were outstanding, an officer’s



43









 







certificate stating whether or not the signers know of any Default or Event of Default that
occurred during such fiscal year. Such certificate shall contain a certification from the
principal executive officer, principal financial officer or principal accounting officer of the
Company that a review has been conducted of the activities of the Company and the Company’s
performance under this Indenture and that the Company has complied with all conditions and
covenants under this Indenture. For purposes of this Section 13.12, such compliance shall
be determined without regard to any period of grace or requirement of notice provided under this
Indenture. If the officer of the Company signing such certificate has knowledge of such a Default
or Event of Default, the certificate shall describe any such Default or Event of Default and its
status.



ARTICLE 14




SUBORDINATION OF SECURITIES




     Section 14.01 Subordination Terms.



     The payment by the Company of the principal of, premium, if any, and interest on any series of
securities issued hereunder may be subordinated in the manner contemplated by Section 2.01.



ARTICLE 15




GUARANTEES




     Section 15.01 Guarantee.



     Any series of Securities may be guaranteed by one or more of the Guarantors. The terms and
the form of any such Guarantee will be established in the manner contemplated by
Section 2.01 for that particular series of securities.



44









 





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



	 	 	 	 	 	 	 
	 	 	US AIRWAYS GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Thomas T. Weir
	 	 
	 

	 	Name:
	 	Thomas T. Weir
	 	 
	 

	 	Title:
	 	Vice President and Treasurer
	 	 
	 

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

	 	By:	 	/s/ Karen Z. Kelly
	 	 
	 

	 	Name:
	 	Karen Z. Kelly
	 	 
	 

	 	Title:
	 	Vice President
	 	 
	 

	 	 	 	 
	 	 
	 
	 	 	 	 	 	 
	 	 	GUARANTORS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 

















 









CROSS-REFERENCE TABLE(1)




	 	 	 
	SECTION OF	 	 
	TRUST INDENTURE	 	SECTION OF
	ACT OF 1939, AS AMENDED	 	INDENTURE
	310(a)
	 	7.09
	310(b)
	 	7.08
	 
	 	7.10
	310(c)
	 	Inapplicable
	311(a)
	 	7.13
	311(b)
	 	7.13
	311(c)
	 	Inapplicable
	312(a)
	 	5.01
	 
	 	5.02(a)
	312(b)
	 	5.02(c)
	312(c)
	 	5.02(c)
	313(a)
	 	5.04(a)
	313(b)
	 	5.04(b)
	313(c)
	 	5.04(a)
	 
	 	5.04(b)
	313(d)
	 	5.04(c)
	314(a)
	 	5.03
	 
	 	13.12
	314(b)
	 	Inapplicable
	314(c)
	 	13.07(a)
	314(d)
	 	Inapplicable
	314(e)
	 	13.07(b)
	314(f)
	 	Inapplicable
	315(a)
	 	7.01(a)
	 
	 	7.01(b)
	315(b)
	 	7.14
	315(c)
	 	7.01
	315(d)
	 	7.01(b)
	315(e)
	 	6.07
	316(a)
	 	6.06
	 
	 	8.04
	316(b)
	 	6.04
	316(c)
	 	8.01
	317(a)
	 	6.02
	317(b)
	 	4.03
	318(a)
	 	13.09








 




			
	(1)	 	This Cross-Reference Table does not constitute part of the Indenture and shall not
have any bearing on the interpretation of any of its terms or provisions.