exv4w6






Exhibit 4.6




      




3D SYSTEMS CORPORATION




TO



_______________________,



Trustee



_______________________



Indenture

(For [Subordinated]* Debt Securities)



Dated as of                                         , 20          



 




      






 




			
	*	 	Bracketed language will be inserted in the Indenture under which subordinated Debt Securities will be issued.




















 












TABLE OF CONTENTS†




	 	 	 	 	 
	 	 	Page
	RECITAL OF THE COMPANY
	 	 	1	 
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Compliance Certificates and Opinions
	 	 	8	 
	Section 1.03. Form of Documents Delivered to Trustee
	 	 	8	 
	Section 1.04. Acts of Holders
	 	 	9	 
	Section 1.05. Notices, Etc. to Trustee and Company
	 	 	11	 
	Section 1.06. Notice to Holders of Debt Securities; Waiver
	 	 	12	 
	Section 1.07. Conflict with Trust Indenture Act
	 	 	12	 
	Section 1.08. Effect of Headings and Table of Contents
	 	 	12	 
	Section 1.09. Successors and Assigns
	 	 	12	 
	Section 1.10. Separability Clause
	 	 	12	 
	Section 1.11. Benefits of Indenture
	 	 	13	 
	Section 1.12. Governing Law
	 	 	13	 
	Section 1.13. Legal Holidays
	 	 	13	 
	ARTICLE II DEBT SECURITY FORMS
	 	 	13	 
	Section 2.01. Forms Generally
	 	 	13	 
	Section 2.02. Form of Trustee’s Certificate of Authentication
	 	 	14	 
	Section 2.03. Debt Securities Issuable in the Form of a Global Security
	 	 	14	 
	ARTICLE III THE DEBT SECURITIES
	 	 	16	 
	Section 3.01. Amount Unlimited; Issuable in Series
	 	 	16	 
	Section 3.02. Denominations
	 	 	20	 
	Section 3.03. Execution, Authentication, Delivery and Dating
	 	 	20	 
	Section 3.04. Temporary Debt Securities
	 	 	22	 
	Section 3.05. Registration, Registration of Transfer and Exchange
	 	 	23	 
	Section 3.06. Mutilated, Destroyed, Lost and Stolen Debt Securities
	 	 	24	 
	Section 3.07. Payment of Interest and Additional Interest; Interest Rights Preserved

	 	 	25	 
	Section 3.08. Persons Deemed Owners
	 	 	26	 
	Section 3.09. Cancellation by Debt Security Registrar
	 	 	26	 
	Section 3.10. Computation of Interest
	 	 	27	 
	Section 3.11. Payment to be in Proper Currency
	 	 	27	 
	Section 3.12. [Extension of Interest Payment]*
	 	 	27	 
	ARTICLE IV REDEMPTION OF DEBT SECURITIES
	 	 	27	 
	Section 4.01. Applicability of Article
	 	 	27	 
	Section 4.02. Election to Redeem; Notice to Trustee
	 	 	28	 
	Section 4.03. Selection of Debt Securities to be Redeemed
	 	 	28	 
	Section 4.04. Notice of Redemption
	 	 	28	 
	Section 4.05. Debt Securities Payable on Redemption Date
	 	 	30	 
	Section 4.06. Debt Securities Redeemed in Part
	 	 	30	 
	ARTICLE V SINKING FUNDS
	 	 	30	 
	Section 5.01. Applicability of Article
	 	 	30	 






 




			
	†	 	This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.
	 
	*	 	Bracketed language will be inserted in the Indenture under which subordinated Debt Securities will be issued.



i









 






	 	 	 	 	 
	 	 	Page
	Section 5.02. Satisfaction of Sinking Fund Payments with Debt Securities
	 	 	31	 
	Section 5.03. Redemption of Debt Securities for Sinking Fund
	 	 	31	 
	ARTICLE VI COVENANTS
	 	 	32	 
	Section 6.01. Payment of Principal, Premium and Interest
	 	 	32	 
	Section 6.02. Maintenance of Office or Agency
	 	 	32	 
	Section 6.03. Money for Debt Securities Payments to be Held in Trust
	 	 	33	 
	Section 6.04. Corporate Existence
	 	 	34	 
	Section 6.05. Maintenance of Properties
	 	 	34	 
	Section 6.06. Annual Officer’s Certificate as to Compliance
	 	 	34	 
	Section 6.07. Waiver of Certain Covenants
	 	 	35	 
	ARTICLE VII SATISFACTION AND DISCHARGE
	 	 	35	 
	Section 7.01. Satisfaction and Discharge of Debt Securities
	 	 	35	 
	Section 7.02. Satisfaction and Discharge of Indenture
	 	 	37	 
	Section 7.03. Application of Trust Money
	 	 	38	 
	ARTICLE VIII EVENTS OF DEFAULT; REMEDIES
	 	 	39	 
	Section 8.01. Events of Default
	 	 	39	 
	Section 8.02. Acceleration of Maturity; Rescission and Annulment
	 	 	40	 
	Section 8.03. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	41	 
	Section 8.04. Trustee May File Proofs of Claim
	 	 	42	 
	Section 8.05. Trustee May Enforce Claims without Possession of Debt Securities
	 	 	42	 
	Section 8.06. Application of Money Collected
	 	 	43	 
	Section 8.07. Limitation on Suits
	 	 	43	 
	Section 8.08. Unconditional Right of Holders to Receive Principal, Premium and Interest

	 	 	44	 
	Section 8.09. Restoration of Rights and Remedies
	 	 	44	 
	Section 8.10. Rights and Remedies Cumulative
	 	 	44	 
	Section 8.11. Delay or Omission Not Waiver
	 	 	44	 
	Section 8.12. Control by Holders of Debt Securities
	 	 	45	 
	Section 8.13. Waiver of Past Defaults
	 	 	45	 
	Section 8.14. Undertaking for Costs
	 	 	45	 
	Section 8.15. Waiver of Stay or Extension Laws
	 	 	46	 
	ARTICLE IX THE TRUSTEE
	 	 	46	 
	Section 9.01. Certain Duties and Responsibilities
	 	 	46	 
	Section 9.02. Notice of Defaults
	 	 	47	 
	Section 9.03. Certain Rights of Trustee
	 	 	48	 
	Section 9.04. Not Responsible for Recitals or Issuance of Debt Securities
	 	 	49	 
	Section 9.05. May Hold Debt Securities
	 	 	49	 
	Section 9.06. Money Held in Trust
	 	 	49	 
	Section 9.07. Compensation and Reimbursement
	 	 	49	 
	Section 9.08. Disqualification; Conflicting Interests
	 	 	50	 
	Section 9.09. Corporate Trustee Required; Eligibility
	 	 	50	 
	Section 9.10. Resignation and Removal; Appointment of Successor
	 	 	51	 
	Section 9.11. Acceptance of Appointment by Successor
	 	 	53	 
	Section 9.12. Merger, Conversion, Consolidation or Succession to Business
	 	 	54	 
	Section 9.13. Preferential Collection of Claims Against Company
	 	 	54	 





 
 




			
	†	 	This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.
	 
	*	 	Bracketed language will be inserted in the Indenture under which subordinated Debt Securities will be issued.



ii









 






	 	 	 	 	 
	 	 	Page
	Section 9.14. Co-Trustees and Separate Trustees
	 	 	54	 
	Section 9.15. Appointment of Authenticating Agent
	 	 	56	 
	ARTICLE X HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	57	 
	Section 10.01. Lists of Holders
	 	 	57	 
	Section 10.02. Reports by Trustee and Company
	 	 	58	 
	ARTICLE XI CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER
	 	 	58	 
	Section 11.01. Company May Consolidate, Etc., Only on Certain Terms
	 	 	58	 
	Section 11.02. Successor Corporation Substituted
	 	 	59	 
	ARTICLE XII SUPPLEMENTAL INDENTURES
	 	 	59	 
	Section 12.01. Supplemental Indentures Without Consent of Holders
	 	 	59	 
	Section 12.02. Supplemental Indentures With Consent of Holders
	 	 	61	 
	Section 12.03. Execution of Supplemental Indentures
	 	 	62	 
	Section 12.04. Effect of Supplemental Indentures
	 	 	62	 
	Section 12.05. Conformity With Trust Indenture Act
	 	 	63	 
	Section 12.06. Reference in Debt Securities to Supplemental Indentures
	 	 	63	 
	Section 12.07. Modification without Supplemental Indenture
	 	 	63	 
	ARTICLE XIII MEETINGS OF HOLDERS; ACTION WITHOUT MEETING
	 	 	63	 
	Section 13.01. Purposes for which Meetings may be Called
	 	 	63	 
	Section 13.02. Call, Notice and Place of Meetings
	 	 	64	 
	Section 13.03. Persons Entitled to Vote at Meetings
	 	 	64	 
	Section 13.04. Quorum; Action
	 	 	64	 
	Section 13.05. Attendance at Meetings; Determination of Voting Rights; Conduct and
Adjournment of Meetings
	 	 	65	 
	Section 13.06. Counting Votes and Recording Action of Meetings
	 	 	66	 
	Section 13.07. Action Without Meeting
	 	 	67	 
	ARTICLE XIV IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	 	 	67	 
	Section 14.01. Liability Solely Corporate
	 	 	67	 
	ARTICLE XV [SUBORDINATION OF SECURITIES]*
	 	 	67	 
	Section 15.01. Securities Subordinate to Senior Indebtedness
	 	 	67	 
	Section 15.02. Payment Over of Proceeds of Securities
	 	 	68	 
	Section 15.03. Disputes with Holders of Certain Senior Indebtedness
	 	 	69	 
	Section 15.04. Subrogation
	 	 	70	 
	Section 15.05. Unconditional Obligation of the Company
	 	 	70	 
	Section 15.06. Priority of Senior Indebtedness Upon Maturity
	 	 	71	 
	Section 15.07. Trustee as Holder of Senior Indebtedness
	 	 	71	 
	Section 15.08. Notice to Trustee to Effectuate Subordination
	 	 	71	 
	Section 15.09. Modification, Extension, Etc. of Senior Indebtedness
	 	 	72	 
	Section 15.10. Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness
	 	 	72	 
	Section 15.11. Paying Agents other than the Trustee
	 	 	72	 
	Section 15.12. Rights of Holders of Senior Indebtedness Not Impaired
	 	 	72	 
	Section 15.13. This Article Not To Prevent Events of Default
	 	 	72	 
	Section 15.14. Effect of Subordination Provisions; Termination
	 	 	73	 








 




			
	†	 	This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.
	 
	*	 	Bracketed language will be inserted in the Indenture under which subordinated Debt Securities will be issued.






iii









 








3D SYSTEMS CORPORATION




RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939

AND INDENTURE, DATED AS OF                     , 20          



	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	§310
	 	(a)(1)	 	9.09
	 
	 	(a)(2)	 	9.09
	 
	 	(a)(3)	 	9.14
	 
	 	(a)(4)	 	Not Applicable
	 
	 	(b)	 	9.08, 9.10
	§311
	 	(a)	 	9.13
	 
	 	(b)	 	9.13
	 
	 	(c)	 	9.13
	§312
	 	(a)	 	10.01
	 
	 	(b)	 	10.01
	 
	 	(c)	 	10.01
	§313
	 	(a)	 	10.02
	 
	 	(b)	 	10.02
	 
	 	(c)	 	10.02
	 
	 	(d)	 	10.02
	§314
	 	(a)	 	10.02
	 
	 	(a)(4)	 	6.06
	 
	 	(b)	 	Not Applicable
	 
	 	(c)(1)	 	1.02
	 
	 	(c)(2)	 	1.02
	 
	 	(c)(3)	 	Not Applicable
	 
	 	(d)	 	Not Applicable
	 
	 	(e)	 	1.02
	§315
	 	(a)	 	9.01, 9.03
	 
	 	(b)	 	9.02
	 
	 	(c)	 	9.01
	 
	 	(d)	 	9.01
	 
	 	(e)	 	8.14
	§316
	 	(a)	 	8.12, 8.13
	 
	 	(a)(1)(A)	 	8.02, 8.12
	 
	 	(a)(1)(B)	 	813
	 
	 	(a)(2)	 	Not Applicable
	 
	 	(b)	 	8.08
	 
	 	(c)	 	1.04(g)
	§317
	 	(a)(1)	 	8.03
	 
	 	(a)(2)	 	8.04
	 
	 	(b)	 	6.03
	§318
	 	(a)	 	1.07







iv











 





     INDENTURE (FOR [SUBORDINATED]* DEBT SECURITIES), dated as of                     , 20                    , between
3D SYSTEMS CORPORATION, a corporation duly organized and existing under the laws of the State of
Delaware (herein called the “Company”), having its principal office at 333 Three D Systems Circle,
Rock Hill, SC 29730, and [TRUSTEE], a                     , having its principal corporate trust office at
                                        , as Trustee (herein called the “Trustee”).



RECITAL OF THE COMPANY




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of certain of its [subordinated]* debentures, notes or
other evidences of indebtedness (herein called the “Debt Securities”), in an unlimited aggregate
principal amount, to be issued in one or more series as contemplated herein; and all acts necessary
to make this Indenture a valid agreement of the Company have been performed.



     For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires, capitalized terms used herein shall have the meanings assigned to them
in Article I of this Indenture.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION





	 	 	Section 1.01. Definitions.





     For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:



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



     (b) all terms used herein without definition that are defined in the Trust Indenture Act,
either directly or by reference therein, have the meanings assigned to them therein;



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





 




			
	*	 	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that subordinated Debt Securities are issued.




1









 









accounting principles as are generally accepted in the United States at the date of such
computation or, at the election of the Company from time to time, at the date of the execution
and delivery of this Indenture; provided, however, that in determining generally accepted
accounting principles applicable to the Company, the Company shall, to the extent required, conform
to any order, rule or regulation of any administrative agency, regulatory authority or other
governmental body having jurisdiction over the Company; and




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



     Certain terms, used principally in Article IX, are defined in that Article.



     “Act” when used with respect to any Holder of a Debt Security, has the meaning specified in
Section 1.04.



     “Additional Interest” means the interest, if any, that shall accrue on any interest on the
Debt Securities of any series, the payment of which has not been made on the applicable Interest
Payment Date and which shall accrue at the rate per annum specified or determined as specified in
such Debt Security.



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



     “Authenticating Agent” means any Person (other than the Company or an Affiliate of the
Company) authorized by the Trustee pursuant to Section 9.15 to act on behalf of the Trustee
to authenticate one or more series of Debt Securities or Tranche thereof.



     “Authorized Officer” means the Chairman of the Board, the President, the Chief Financial
Officer, any Vice President, the Treasurer or any other duly authorized officer of the Company.



     “Board of Directors” means either the board of directors of the Company or any committee
thereof duly authorized to act or any director or directors and/or officer or officers of the
Company to whom that board or committee shall have duly delegated its authority in respect of
matters relating to this Indenture.



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



     “Business Day,” when used with respect to a Place of Payment or any other particular location
specified in the Debt Securities or this Indenture, means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust companies in such Place of



2









 




Payment or other location are generally authorized or required by law, regulation or executive
order to remain closed, except as may be otherwise specified as contemplated by Section
3.01.




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



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



     “Company Request” or “Company Order” means a written request or order signed in the name of
the Company by an Authorized Officer and delivered to the Trustee.



     “Corporate Trust Office” means the office of the Trustee at which at any particular time this
Indenture shall be principally administered, which office at the date of execution and delivery of
this Indenture is located at                                         .



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



     “Debt Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any securities authenticated and delivered under this Indenture.



     “Debt Security Register” and “Debt Security Registrar” have the respective meanings specified
in Section 3.05.



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



     “Depositary” shall mean, with respect to Debt Securities of any series, for which the Company
shall determine that such Debt 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 Exchange Act or other applicable statute or regulation, which, in each case, shall
be designated by the Company pursuant to Section 2.03(c).



     “Discount Debt Security” means any Debt Security that provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 8.02.



     “Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United
States as at the time shall be legal tender for the payment of public and private debts.



     “Eligible Obligations” means:



     (a) with respect to Debt Securities denominated in Dollars, Government Obligations; or



3









 





     (b) with respect to Debt Securities denominated in a currency other than Dollars or in a
composite currency, such other obligations or instruments as shall be specified with respect to
such Debt Securities, as contemplated by Section 3.01.



     “Event of Default” has the meaning specified in Section 8.01.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



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



     “Governmental Authority” means the government of the United States or of any state or
territory thereof or of the District of Columbia or of any county, municipality or other political
subdivision of any thereof, or any department, agency, authority or other instrumentality of any of
the foregoing.



     “Government Obligations” means:



     (a) direct obligations of, or obligations the timely payment of principal of and interest on
which are unconditionally guaranteed by, the United States entitled to the benefit of the full
faith and credit thereof; and



     (b) certificates, depositary receipts or other instruments that evidence a direct ownership
interest in obligations described in clause (a) above or in any specific interest or principal
payments due in respect thereof; provided, however, that the custodian of such obligations or
specific interest or principal payments shall be a bank or trust company (which may include the
Trustee or any Paying Agent) subject to federal or state supervision or examination with a combined
capital and surplus of at least $100,000,000; and provided, further, that except as may be
otherwise required by law, such custodian shall be obligated to pay to the holders of such
certificates, depositary receipts or other instruments the full amount received by such custodian
in respect of such obligations or specific payments and shall not be permitted to make any
deduction therefrom.



     “Holder” means a Person in whose name a Debt Security is registered in the Debt Security
Register.



     “Indenture” means this instrument as originally executed and delivered and as it may from time
to time be supplemented or amended by one or more indentures or Officer’s Certificates supplemental
hereto entered into pursuant to the applicable provisions hereof and shall include the terms of
particular series of Debt Securities established as contemplated by Section 3.01.



     “Interest” with respect to a Discount Debt Security means interest, if any, borne by such Debt
Security at a Stated Interest Rate.



4









 





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



     “Maturity,” when used with respect to any Debt Security, means the date on which the principal
of such Debt Security or an installment of principal becomes due and payable as provided in such
Debt Security or in this Indenture, whether at the Stated Maturity, by declaration of acceleration,
upon call for redemption or otherwise.



     “Officer’s Certificate” means a certificate signed by an Authorized Officer and delivered to
the Trustee.



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company,
or other counsel acceptable to the Trustee.



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



     (a) Debt Securities theretofore canceled by the Trustee or the Debt Security Registrar or
delivered to the Trustee or the Debt Security Registrar for cancellation;



     (b) Debt Securities deemed to have been paid in accordance with Section 7.01; and



     (c) Debt Securities that have been paid pursuant to Section 3.06 or in exchange for or
in lieu of which other Debt Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Debt Securities in respect of which there shall have been presented
to the Trustee proof satisfactory to it and the Company that such Debt Securities are held by a
bona fide purchaser or purchasers in whose hands such Debt Securities are valid obligations of the
Company;


provided, however, that in determining whether or not the Holders of the requisite principal amount
of the Debt Securities Outstanding under this Indenture, or the Outstanding Debt Securities of any
series or Tranche, have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or whether or not a quorum is present at a meeting of Holders of Debt Securities,





     (x) Debt Securities owned by the Company or any other obligor upon the Debt Securities
or any Affiliate of the Company or of such other obligor (unless the Company, such Affiliate
or such obligor owns all Debt Securities Outstanding under this Indenture, or all
Outstanding Debt Securities of each such series and each such Tranche, as the case may be,
determined without regard to this clause (x)) shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or waiver or upon
any such determination as to the presence of a quorum, only Debt Securities that the Trustee
knows to be so owned shall be so disregarded; provided, however, that Debt Securities so
owned that have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to
such Debt Securities and that the pledgee is not



5









 







the Company or any other obligor upon the Debt Securities or any Affiliate of the
Company or of such other obligor; and




     (y) the principal amount of a Discount Debt Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of acceleration of the
Maturity thereof pursuant to Section 8.02;


provided, further, that, in the case of any Debt Security the principal of which is payable from
time to time without presentment or surrender, the principal amount of such Debt Security that
shall be deemed to be Outstanding at any time for all purposes of this Indenture shall be the
original principal amount thereof less the aggregate amount of principal thereof theretofore paid.




     “Paying Agent” means any Person, including the Company, authorized by the Company to pay the
principal of and premium, if any, or interest (including Additional Interest), if any, on any Debt
Securities on behalf of the Company.



     “Periodic Offering” means an offering of Debt Securities of a series from time to time any or
all of the specific terms of which Debt Securities, including without limitation the rate or rates
of interest (including Additional Interest), if any, thereon, the Stated Maturity or Maturities
thereof and the redemption provisions, if any, with respect thereto, are to be determined by the
Company or its agents upon the issuance of such Debt Securities.



     “Person” means any individual, Corporation, partnership, joint venture, trust or
unincorporated organization or any Governmental Authority.



     “Place of Payment,” when used with respect to the Debt Securities of any series, or Tranche
thereof, means the place or places, specified as contemplated by Section 3.01, at which,
subject to Section 6.02, principal of and premium, if any, and interest (including
Additional Interest), if any, on the Debt Securities of such series or Tranche are payable.



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



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



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



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Debt
Securities of any series means the date specified for that purpose as contemplated by Section
3.01.



6









 





     “Required Currency” has the meaning specified in Section 3.11.



     “Responsible Officer,” when used with respect to the Trustee, means the officer of the Trustee
at its Corporate Trust Office assigned by the Trustee to administer this Indenture, and any other
duly authorized officer of the Trustee to whom a matter arising under this Indenture may be
referred.



     [“Senior Indebtedness” means all (i) obligations (other than non-recourse obligations and the
indebtedness issued under this Indenture) of, or guaranteed or assumed by, the Company for borrowed
money, including both senior and subordinated indebtedness for borrowed money (other than the Debt
Securities), or for the payment of money relating to any lease that is capitalized on the
consolidated balance sheet of the Company and its subsidiaries in accordance with generally
accepted accounting principles as in effect from time to time, (ii)indebtedness evidenced by
bonds, debentures, notes or other similar instruments, (iii) obligations with respect to letters of
credit, bankers’ acceptances or similar facilities issued for the account of the Company, (iv)
obligations issued or assumed as the deferred purchase price of property or services, but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of business, (v)
obligations for claims, as defined in Section 101(5) of the United States Bankruptcy Code of 1978,
as amended, in respect of derivative products such as interest and foreign exchange rate contracts,
commodity contracts and similar arrangements; and (vi) obligations of the type referred to in each
of the preceding clauses (i) through (v) of another Person, the payment of which the Company has
guaranteed or is responsible or liable for directly or indirectly, as obligor or otherwise; and in
each case, amendments, renewals, extensions, modifications and refundings of any such indebtedness
or obligations, whether existing as of the date of this Indenture or subsequently incurred by the
Company.]*



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



     “Stated Interest Rate” means a rate (whether fixed or variable) at which an obligation by its
terms is stated to bear interest. Any calculation or other determination to be made under this
Indenture by reference to the Stated Interest Rate on a Debt Security shall be made without regard
to the effective interest cost to the Company of such Debt Security and without regard to the
Stated Interest Rate on, or the effective cost to the Company of, any other indebtedness in respect
of which the Company’s obligations are evidenced or secured in whole or in part by such Debt
Security.



     “Stated Maturity,” when used with respect to any obligation or any installment of principal
thereof or interest thereon, means the date on which the principal of such obligation or such
installment of principal or interest is stated to be due and payable (without regard to any
provisions for redemption, prepayment, acceleration, purchase or extension).



     “Tranche” means a group of Debt Securities that (a) are of the same series and (b) have
identical terms except as to principal amount.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force and
effect as of the date of execution of this Indenture; provided, however, that in the event the



7









 




Trust Indenture Act of 1939 is succeeded by another statute or is amended after such date,
“Trust Indenture Act” shall mean such successor statute or the Trust Indenture Act of 1939, as so
amended, to the extent such successor statute or amendment is applicable to this Indenture or to
the actions of the Company or the Trustee under or pursuant to this Indenture.




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



     “United States” means the United States of America, its territories, its possessions and other
areas subject to its political jurisdiction.




	 	 	Section 1.02. Compliance Certificates and Opinions.





     Except as otherwise expressly provided in this Indenture, upon any application or request by
the Company to the Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or opinion need be
furnished.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:



     (a) a statement that each Person signing such certificate or opinion has read such covenant or
condition and the definitions herein relating thereto;



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



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



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



Section 1.03. Form of Documents Delivered to Trustee.




     In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by only



8









 




one document, but one such Person may certify or give an opinion with respect to some matters
and one or more other such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.




     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which such officer’s certificate or opinion are
based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such matters are
erroneous.



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



     Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officer’s
Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other
inadvertent or unintentional error or omission shall be discovered therein, a new document or
instrument may be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of the actual
execution and/or delivery thereof, such substitute document or instrument shall be deemed to have
been executed and/or delivered as of the date or dates required with respect to the document or
instrument for which it is substituted. Anything in this Indenture to the contrary
notwithstanding, if any such corrective document or instrument indicates that action has been taken
by or at the request of the Company which could not have been taken had the original document or
instrument not contained such error or omission, the action so taken shall not be invalidated or
otherwise rendered ineffective but shall be and remain in full force and effect (except to the
extent that such action was a result of willful misconduct or bad faith or had or could be expected
to have a material adverse effect on the Holders of any Debt Securities issued hereunder).



     Without limiting the generality of the foregoing, any Debt Securities issued under the
authority of such defective document or instrument shall nevertheless be the valid obligations of
the Company entitled to the benefits of this Indenture equally and ratably with all other
Outstanding Debt Securities.



Section 1.04. Acts of Holders.




     (a) Any request, demand, authorization, direction, notice, consent, election, waiver or other
action provided by this Indenture to be made, given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced
by the record of Holders voting in favor thereof, either in person or by proxies



9









 




duly appointed in writing, at any meeting of Holders duly called and held in accordance with
the provisions of Article XIII, or a combination of such instruments and any such record.
Except as herein otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments and so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or of the holding by
any Person of a Debt Security, shall be sufficient for any purpose of this Indenture and (subject
to Section 9.01) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders shall be proved in the manner
provided in Section 13.06.




     (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof or may be proved in
any other manner that the Trustee and the Company deem sufficient. Where such execution is by a
signer acting in a capacity other than his individual capacity, such certificate or affidavit shall
also constitute sufficient proof of his authority.



     (c) The principal amount (except as otherwise contemplated in clause (y) of the proviso to the
definition of Outstanding) and serial numbers of Debt Securities held by any Person, and the date
of holding the same, shall be proved by the Debt Security Register.



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



     (e) Until such time as written instruments shall have been delivered to the Trustee with
respect to the requisite percentage of principal amount of Debt Securities for the action
contemplated by such instruments, any such instrument executed and delivered by or on behalf of a
Holder may be revoked with respect to any or all of such Debt Securities by written notice by such
Holder or any subsequent Holder, proven in the manner in which such instrument was proven.



     (f) Debt Securities of any series, or any Tranche thereof, authenticated and delivered after
any Act of Holders may, and shall if required by the Trustee, bear a notation in form approved by
the Trustee as to any action taken by such Act of Holders. If the Company shall so determine, new
Debt Securities of any series, or any Tranche thereof, so modified as to conform, in the opinion of
the Trustee and the Company, to such action may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Debt Securities of such
series or Tranche.



10









 





     (g) If the Company shall solicit from Holders any request, demand, authorization, direction,
notice, consent, waiver or other Act, the Company may, at its option, fix in advance a record date
for the determination of Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, 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 Act may be given before or after such record date, but only the Holders of record at the
close of business on the record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of the Outstanding Debt Securities have authorized or
agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the Outstanding Debt Securities shall be computed as of the record
date.



Section 1.05. Notices, Etc. to Trustee and Company.




     Any request, demand, authorization, direction, notice, consent, election, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with, the Trustee by any Holder or by the Company, or the Company by the
Trustee or by any Holder, shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and delivered personally to an officer or other responsible
employee of the addressee, or transmitted by facsimile transmission or other direct written
electronic means to such telephone number or other electronic communications address as the parties
hereto shall from time to time designate, or transmitted by certified or registered mail, charges
prepaid, to the applicable address set opposite such party’s name below or to such other address as
either party hereto may from time to time designate:



	 	 	 
	If to the Trustee, to:
	 	 
	 
	 	 
	[Trustee]
	 	 
	[Address]
	 	 
	 
	 	 
	Attention:
	 	 
	Telephone:
	 	 
	Facsimile:
	 	 
	 
	 	 
	If to the Company, to:

	 	With copy to:
	 
	 	 
	3D Systems Corporation
	 	 
	333 Three D Systems Circle
	 	 
	Rock Hill, SC 29730
	 	 
	 
	 	 
	Attention:

	 	Attention:
	Telephone:

	 	Telephone:
	Facsimile:

	 	Facsimile:






     Any communication contemplated herein shall be deemed to have been made, given, furnished and
filed if personally delivered, on the date of delivery, if transmitted by facsimile



11









 




transmission or other direct written electronic means, upon date of receipt of the
transmission, and if transmitted by certified or registered mail, on the date of receipt.




Section 1.06. Notice to Holders of Debt Securities; Waiver.




     Except as otherwise expressly provided herein, where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given, and shall be deemed given, to
Holders if in writing and mailed, first-class postage prepaid, to each Holder affected by such
event, at the address of such Holder as it appears in the Debt Security Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.



     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice to Holders by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification for every purpose
hereunder. In any case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.



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



Section 1.07. Conflict with Trust Indenture Act.




     If any provision of this Indenture limits, qualifies or conflicts with another provision
hereof that is required or deemed to be included in this Indenture by, or is otherwise governed by,
any of the provisions of the Trust Indenture Act, such other provision shall control; and if any
provision hereof otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall
control.



Section 1.08. Effect of Headings and Table of Contents.




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



Section 1.09. Successors and Assigns.




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



Section 1.10. Separability Clause.




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



12









 





Section 1.11. Benefits of Indenture.




     Nothing in this Indenture or the Debt Securities, express or implied, shall give to any
Person, other than the parties hereto, their successors hereunder, the Holders, [and so long as the
notice described in Section 15.14 hereof has not been given, the holders of Senior
Indebtedness,]* any benefit or any legal or equitable right, remedy or claim under this
Indenture.



Section 1.12. Governing Law.




     This Indenture and the Debt Securities shall be governed by and construed in accordance with
the laws of the State of New York, without regard to conflicts of law principles thereof, except to
the extent that the law of any other jurisdiction shall be mandatorily applicable.



Section 1.13. Legal Holidays.




     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Debt
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Debt Securities other than a provision in Debt Securities of
any series, or any Tranche thereof, or in the indenture supplemental hereto, Board Resolution or
Officer’s Certificate that establishes the terms of the Debt Securities of such series or Tranche,
which specifically states that such provision shall apply in lieu of this Section) payment of
interest or principal and premium, if any, need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity,
and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be, to such Business Day.



ARTICLE II

DEBT SECURITY FORMS




Section 2.01. Forms Generally.




     The definitive Debt Securities of each series shall be in substantially the form or forms
thereof established in the indenture supplemental hereto establishing such series or in a Board
Resolution establishing such series, or in an Officer’s Certificate pursuant to such supplemental
indenture or Board Resolution, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Debt Securities, as evidenced
by their execution of the Debt Securities. If the form or forms of Debt Securities of any series
are established in a Board Resolution or in an Officer’s Certificate pursuant to an indenture
supplement hereto or to a Board Resolution, such Board Resolution and Officer’s Certificate, if
any, shall be delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.03 for the authentication and delivery of such Debt Securities.



13









 





     Unless otherwise specified as contemplated by Sections 3.01 or 12.01(g), the
Debt Securities of each series shall be issuable in registered form without coupons. The
definitive Debt Securities shall be produced in such manner as shall be determined by the officers
executing such Debt Securities, as evidenced by their execution thereof.



Section 2.02. Form of Trustee’s Certificate of Authentication.




     The Trustee’s certificate of authentication shall be in substantially the form set forth
below:



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



	 	 	 	 	 
	Dated:	 	 
	 
	 	 	 	 
	 

	 	 	,	 as Trustee
	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	     Authorized Representative	 	 






Section 2.03. Debt Securities Issuable in the Form of a Global Security.




     (a) If the Company shall establish pursuant to Section 3.01 that the Debt Securities
of a particular series are to be issued in whole or in part in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall, in accordance with Section
3.03 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such
Global Security or Securities, which (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of the Outstanding Debt Securities of such series to be
represented by such Global Security or Securities, (ii) may provide that the aggregate amount of
Outstanding Debt Securities represented thereby may from time to time be increased or reduced to
reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security
or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant
to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of
the Depositary. The Trustee shall enter into any agreement with the Depositary related to such
Global Securities as the Company may direct in such Company Order.



     (b) Notwithstanding any other provision of this Section or of Section 3.05, except as
contemplated by the provisions of paragraph (c) below, unless the terms of a Global Security
expressly permit such Global Security to be exchanged in whole or in part for individual Debt
Securities, a Global Security may be transferred, in whole but not in part and in the manner
provided in Section 3.05, only to a nominee of the Depositary for such Global Security, or
to the Depositary, or to a successor Depositary for such Global Security selected or approved by
the Company, or to a nominee of such successor Depositary.




(c) (1) If at any time the Depositary for a Global Security notifies the Company that it is
unwilling or unable to continue as the Depositary for such Global Security or if at any time
the Depositary for the Debt Securities for such series shall no longer be eligible or in
good standing under the Exchange Act, or other applicable statute or



14









 






regulation, the Company shall appoint a successor Depositary with respect to such Global
Security. If a successor Depositary for such Global Security is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of Debt Securities of such series in the form of
definitive certificates in exchange for such Global Security, will authenticate and deliver
Debt Securities of such series in the form of definitive certificates of like tenor and
terms in an aggregate principal amount equal to the principal amount of the Global Security
in exchange for such Global Security. Such Debt Securities will be issued to and registered
in the name of such Person or Persons as are specified by the Depositary.




     (2) To the extent legally permitted and subject to the rules and regulations of the
acting Depositary, the Company may at any time and in its sole discretion determine that the
Debt Securities of any series issued or issuable in the form of one or more Global
Securities shall no longer be represented by such Global Security or Securities. In any
such event the Company will execute, and the Trustee, upon receipt of a Company Request for
the authentication and delivery of Debt Securities in the form of definitive certificates in
exchange in whole or in part for such Global Security, will authenticate and deliver without
service charge to each Person specified by the Depositary Debt Securities in the form of
definitive certificates of like tenor and terms in an aggregate principal amount equal to
the principal amount of such Global Security representing such series, or the aggregate
principal amount of such Global Securities representing such series, in exchange for such
Global Security or Securities.




     (3) If specified by the Company pursuant to Section 3.01 with respect to Debt
Securities issued or issuable in the form of a Global Security, the Depositary for such
Global Security may surrender such Global Security in exchange in whole or in part for Debt
Securities in the form of definitive certificates of like tenor and terms on such terms as
are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and
the Trustee shall authenticate and deliver, without service charge, (A) to each Person
specified by such Depositary a new Debt Security or Securities of the same series of like
tenor and terms and any authorized denomination as requested by such Person in an aggregate
principal amount equal to and in exchange for such Person’s beneficial interest in the
Global Security and (B) to such Depositary a new Global Security of like tenor and terms and
in an authorized denomination equal to the difference, if any, between the principal amount
of the surrendered Global Security and the aggregate principal amount of Debt Securities
delivered to Holders thereof.




     (4) In any exchange provided for in any of the preceding three subparagraphs, the
Company shall execute and the Trustee shall authenticate and deliver Debt Securities in the
form of definitive certificates in authorized denominations. Upon the exchange of the
entire principal amount of a Global Security for Debt Securities in the form of definitive
certificates, such Global Security shall be canceled by the Trustee. Except as provided in
the immediately preceding subparagraph, Debt Securities issued in exchange for a Global
Security pursuant to this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, acting pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct



15









 






the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee
shall deliver such Debt Securities to the Persons in whose names the Debt Securities are so
to be registered.




     (5) Any endorsement of a Global Security to reflect the principal amount thereof, or
any increase or decrease in such principal amount, or changes in the rights of Holders of
Outstanding Debt Securities represented thereby shall be made in such manner and by such
Person or Persons as shall be specified in or pursuant to any applicable letter of
representations or other arrangement entered into with, or procedures of, the Depositary
with respect to such Global Security or in the Company Order delivered or to be delivered
pursuant to Section 3.03 with respect thereto. Subject to the provisions of
Section 3.03, the Trustee shall deliver and redeliver any such Global Security in
the manner and upon instructions given by the Person or Persons specified in or pursuant to
any applicable letter of representations or other arrangement entered into with, or
procedures of, the Depositary with respect to such Global Security or in any applicable
Company Order. If a Company Order pursuant to Section 3.03 is so delivered, any
instructions by the Company with respect to such Global Security contained therein shall be
in writing but need not be accompanied by or contained in an Officer’s Certificate and need
not be accompanied by an Opinion of Counsel.




     (6) The Depositary or, if there be one, its nominee, shall be the Holder of a Global
Security for all purposes under this Indenture; and beneficial owners with respect to such
Global Security shall hold their interests pursuant to applicable procedures of such
Depositary. The Company, the Trustee and the Debt Security Registrar shall be entitled to
deal with such Depositary for all purposes of this Indenture relating to such Global
Security (including the payment of principal, premium, if any, and interest (including
Additional Interest) and the giving of instructions or directions by or to the beneficial
owners of such Global Security as the sole Holder of such Global Security, and shall have no
obligations to the beneficial owners thereof (including any direct or indirect participants
in such Depositary). None of the Company, the Trustee, any Paying Agent or the Debt
Security Registrar shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a Global
Security in or pursuant to any applicable letter of representations or other arrangement
entered into with, or procedures of, the Depositary with respect to such Global Security or
for maintaining, supervising or reviewing any records relating to such beneficial ownership
interests.



ARTICLE III

THE DEBT SECURITIES




Section 3.01. Amount Unlimited; Issuable in Series.




     The aggregate principal amount of Debt Securities that may be authenticated and delivered
under this Indenture is unlimited.



     The Debt Securities may be issued in one or more series. Subject to the last paragraph of
this Section, prior to the authentication and delivery of Debt Securities of any series there shall



16









 




be established by specification in a supplemental indenture or in a Board Resolution, or in an
Officer’s Certificate pursuant to a supplemental indenture or a Board Resolution:




     (a) the title of the Debt Securities of such series (which shall distinguish the Debt
Securities of such series from Debt Securities of all other series);



     (b) any limit upon the aggregate principal amount of the Debt Securities of such 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 Debt
Securities of the series pursuant to Section 3.04, 3.05, 3.06, 4.06
or 12.06 and, except for any Debt Securities that, pursuant to Section 3.03, are
deemed never to have been authenticated and delivered hereunder);



     (c) the Person or Persons (without specific identification) to whom interest on Debt
Securities of such series, or any Tranche thereof, shall be payable on any Interest Payment Date,
if other than the Persons in whose names such Debt Securities (or one or more Predecessor Debt
Securities) are registered at the close of business on the Regular Record Date for such interest;



     (d) the date or dates on which the principal of the Debt Securities of such series, or any
Tranche thereof, is payable or any formulary or other method or other means by which such date or
dates shall be determined, by reference to an index or other fact or event ascertainable outside of
this Indenture or otherwise (without regard to any provisions for redemption, prepayment,
acceleration, purchase or extension);



     (e) the rate or rates at which the Debt Securities of such series, or any Tranche thereof,
shall bear interest, if any (including the rate or rates at which overdue principal shall bear
interest, if different from the rate or rates at which such Debt Securities shall bear interest
prior to Maturity, (ii) and, if applicable, the rate or rates at which overdue premium shall bear
interest, if any, and (iii) the rate or rates and the extent to which Additional Interest, if any,
shall be payable), the period or periods during which such rate or rates shall be applicable, or
any formulary or other method or other means by which such rate or rates, and any period or
periods, shall be determined, by reference to an index or other fact or event ascertainable outside
of this Indenture or otherwise; the date or dates from which such interest shall accrue; the
Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any,
for the interest payable on such Debt Securities on any Interest Payment Date[; the right of the
Company, if any, to extend the interest payment periods and the duration of any such extension as
contemplated by Section 3.12]*; and the basis of computation of interest, if
other than as provided in Section 3.10;



     (f) the place or places at which or methods by which (1) the principal of and premium, if any,
and interest (including Additional Interest), if any, on Debt Securities of such series, or any
Tranche thereof, shall be payable, (2) registration of transfer of Debt Securities of such series,
or any Tranche thereof, may be effected, (3) exchanges of Debt Securities of such series, or any
Tranche thereof, may be effected and (4) notices and demands to or upon the Company in respect of
the Debt Securities of such series, or any Tranche thereof, and this Indenture may be served; the
Debt Security Registrar for such series; and if such is the case, that the principal of such Debt
Securities shall be payable without presentment or surrender thereof;



17









 





     (g) the period or periods within which, or the date or dates on which, the price or prices at
which and the terms and conditions upon which the Debt Securities of such series, or any Tranche
thereof, may be redeemed, in whole or in part, at the option of the Company and any restrictions on
such redemptions, including but not limited to a restriction on a partial redemption by the Company
of the Debt Securities of any series, or any Tranche thereof, resulting in delisting of such Debt
Securities from any national exchange;



     (h) the obligation or obligations, if any, of the Company to redeem or purchase the Debt
Securities of such series, or any Tranche thereof, pursuant to any sinking fund or other mandatory
redemption or tender provisions or at the option of a Holder thereof and the period or periods
within which or the date or dates on which, the price or prices at which and the terms and
conditions upon which such Debt Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation, and applicable exceptions to the requirements of Section 4.04 in the
case of mandatory redemption or redemption at the option of the Holder;



     (i) the denominations in which Debt Securities of such series, or any Tranche thereof, shall
be issuable if other than denominations of $1,000 and any integral multiple thereof;



     (j) the currency or currencies, including composite currencies, in which payment of the
principal of and premium, if any, and interest (including Additional Interest), if any, on the Debt
Securities of such series, or any Tranche thereof, shall be payable (if other than in Dollars);



     (k) if the principal of or premium, if any, or interest (including Additional Interest), if
any, on the Debt Securities of such series, or any Tranche thereof, are to be payable, at the
election of the Company or a Holder thereof, in a coin or currency other than that in which the
Debt Securities are stated to be payable, the period or periods within which and the terms and
conditions upon which, such election may be made;



     (l) if the principal of or premium, if any, or interest (including Additional Interest), if
any, on the Debt Securities of such series, or any Tranche thereof, are to be payable, or are to be
payable at the election of the Company or a Holder thereof, in securities or other property, the
type and amount of such securities or other property, or the formulary or other method or other
means by which such amount shall be determined, and the period or periods within which, and the
terms and conditions upon which, any such election may be made;



     (m) if the amount payable in respect of principal of or premium, if any, or interest, if any,
on the Debt Securities of such series, or any Tranche thereof, may be determined with reference to
an index or other fact or event ascertainable outside this Indenture, the manner in which such
amounts shall be determined to the extent not established pursuant to clause (e) of this paragraph;



     (n) if other than the principal amount thereof, the portion of the principal amount of Debt
Securities of such series, or any Tranche thereof, that shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 8.02;



     (o) any Events of Default, in addition to those specified in Section 8.01, with
respect to the Debt Securities of such series, and any covenants of the Company for the benefit of
the



18









 




Holders of the Debt Securities of such series, or any Tranche thereof, in addition to those
set forth in Article VI;




     (p) the terms, if any, pursuant to which the Debt Securities of such series, or any Tranche
thereof, may be converted into or exchanged for shares of capital stock or other securities of the
Company or any other Person;



     (q) the obligations or instruments, if any, that shall be considered to be Eligible
Obligations in respect of the Debt Securities of such series, or any Tranche thereof, denominated
in a currency other than Dollars or in a composite currency, and any additional or alternative
provisions for the reinstatement of the Company’s indebtedness in respect of such Debt Securities
after the satisfaction and discharge thereof as provided in Section 7.01;



     (r) whether the Debt Securities of the series shall be issued in whole or in part in the form
of a Global Security or Securities; the terms and conditions, if any, upon which such Global
Security or Securities may be exchanged in whole or in part for certificated Debt Securities of
such series and of like tenor of any authorized denomination and the circumstances under which such
exchange may occur, if other than in the manner provided for in Section 2.03; the
Depositary for such Global Security or Securities; and the form of any legend or legends to be
borne by any such Global Security in addition to or in lieu of the legend referred to in
Section 2.03;



     (s) if the Debt Securities of such series, or any Tranche thereof, are to be issuable in
bearer form, any and all matters incidental thereto that are not specifically addressed in a
supplemental indenture as contemplated by Section 12.01(g);



     (t) to the extent not established pursuant to clause (r) of this paragraph, any limitations on
the rights of the Holders of the Debt Securities of such series, or any Tranche thereof, to
transfer or exchange such Debt Securities or to obtain the registration of transfer thereof; and if
a service charge will be made for the registration of transfer or exchange of Debt Securities of
such series, or any Tranche thereof, the amount or terms thereof;



     (u) any exceptions to Section 1.13, or variation in the definition of Business Day,
with respect to the Debt Securities of such series, or any Tranche thereof;



     (v) any collateral security, assurance or guarantee for such series of Debt Securities;



     (w) any credit enhancement applicable to the Debt Securities of such series; and



     (x) any other terms of the Debt Securities of such series, or any Tranche thereof, not
inconsistent with the provisions of this Indenture.



     [The Debt Securities of each series, or any Tranche thereof, shall be subordinated in the
right of payment to Senior Indebtedness as provided in Article XV.]*



     With respect to Debt Securities of a series subject to a Periodic Offering, the indenture
supplemental hereto or the Board Resolution that establishes such series, or the Officer’s
Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be,



19









 




may provide general terms or parameters for Debt Securities of such series and provide either
that the specific terms of Debt Securities of such series, or any Tranche thereof, shall be
specified in a Company Order or that such terms shall be determined by the Company or its agents in
accordance with procedures specified in a Company Order as contemplated by clause (b) of the third
paragraph of Section 3.03.




Section 3.02. Denominations.




     Unless otherwise provided as contemplated by Section 3.01 with respect to any series
of Debt Securities, or any Tranche thereof, the Debt Securities of each series shall be issuable in
denominations of $1,000 and any integral multiple thereof.



Section 3.03. Execution, Authentication, Delivery and Dating.




     Unless otherwise provided as contemplated by Section 3.01 with respect to any series
of Debt Securities, or any Tranche thereof, the Debt Securities shall be executed on behalf of the
Company by an Authorized Officer and may have the corporate seal of the Company affixed thereto or
reproduced thereon attested by any other Authorized Officer. The signature of any or all of these
officers on the Debt Securities may be manual or facsimile.



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



     The Trustee shall authenticate and deliver Debt Securities of a series, for original issue, at
one time or from time to time in accordance with the Company Order referred to below, upon receipt
by the Trustee of:



     (a) the instrument or instruments establishing the form or forms and terms of such series, as
provided in Sections 2.01 and 3.01;



     (b) a Company Order requesting the authentication and delivery of such Debt Securities and, to
the extent that the terms of such Debt Securities shall not have been established in an indenture
supplemental hereto or in a Board Resolution, or in an Officer’s Certificate pursuant to a
supplemental indenture or Board Resolution, all as contemplated by Sections 2.01 and
3.01, either (i) establishing such terms or (ii) in the case of Debt Securities of a series
subject to a Periodic Offering, specifying procedures, acceptable to the Trustee, by which such
terms are to be established (which procedures may provide, to the extent acceptable to the Trustee,
for authentication and delivery pursuant to oral or electronic instructions from the Company or any
agent or agents thereof, which oral instructions are to be promptly confirmed electronically or in
writing), in either case in accordance with the instrument or instruments delivered pursuant to
clause (a) above;



     (c) the Debt Securities of such series, executed on behalf of the Company by an Authorized
Officer;




20











 





     (d) an Opinion of Counsel to the effect that:




     (i) the form or forms of such Debt Securities have been duly authorized by the Company
and have been established in conformity with the provisions of this Indenture;




     (ii) the terms of such Debt Securities have been duly authorized by the Company and
have been established in conformity with the provisions of this Indenture; and




     (iii) assuming authentication and delivery by the Trustee and subject to any conditions
specified in such Opinion of Counsel, such Debt Securities will have been duly issued under
this Indenture and will be legal, valid and binding obligations of the Company, enforceable
in accordance with their terms, subject, as to enforcement, to laws relating to or affecting
generally the enforcement of creditors’ rights, including, without limitation, bankruptcy
and insolvency laws and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law);


provided, however, that, with respect to Debt Securities of a series subject to a Periodic
Offering, the Trustee shall be entitled to receive such Opinion of Counsel only once at or prior to
the time of the first authentication of such Debt Securities (provided that such Opinion of Counsel
addresses the authentication and delivery of all Debt Securities of such series) and that in lieu
of the opinions described in clauses (ii) and (iii) above Counsel may opine that:





     (x) when the terms of such Debt Securities shall have been established pursuant to a
Company Order or Orders or pursuant to such procedures (acceptable to the Trustee) as may be
specified from time to time by a Company Order or Orders, all as contemplated by and in
accordance with the instrument or instruments delivered pursuant to clause (a) above, such
terms will have been duly authorized by the Company and will have been established in
conformity with the provisions of this Indenture; and




     (y) such Debt Securities, when authenticated and delivered by the Trustee in accordance
with this Indenture and the Company Order or Orders or specified procedures referred to in
paragraph (x) above and issued and delivered by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will have been duly issued under this
Indenture and will constitute valid and legally binding obligations of the Company, entitled
to the benefits provided by the Indenture, and enforceable in accordance with their terms,
subject, as to enforcement, to laws relating to or affecting generally the enforcement of
creditors’ rights, including, without limitation, bankruptcy and insolvency laws and to
general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).



     With respect to Debt Securities of a series subject to a Periodic Offering, the Trustee may
conclusively rely, as to the authorization by the Company of any of such Debt Securities, the form
and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the
Opinion of Counsel and other documents delivered pursuant to Sections 2.01 and 3.01
and this Section, as applicable, at or prior to the time of the first authentication of Debt
Securities of



21









 




such series unless and until such opinion or other documents have been superseded or revoked
or expire by their terms. In connection with the authentication and delivery of Debt Securities of
a series subject to a Periodic Offering, the Trustee shall be entitled to assume that the Company’s
instructions to authenticate and deliver such Debt Securities do not violate any rules, regulations
or orders of any Governmental Authority having jurisdiction over the Company.




     If the form or terms of the Debt Securities of any series have been established by or pursuant
to a Board Resolution or an Officer’s Certificate as permitted by Sections 2.01 or
3.01, the Trustee shall not be required to authenticate such Debt Securities if the
issuance of such Debt Securities pursuant to this Indenture will materially or adversely affect the
Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture or
otherwise in a manner that is not reasonably acceptable to the Trustee.



     Unless otherwise specified as contemplated by Section 3.01 with respect to any series
of Debt Securities, or any Tranche thereof, each Debt Security shall be dated the date of its
authentication.



     Unless otherwise specified as contemplated by Section 3.01 with respect to any series
of Debt Securities, or any Tranche thereof, no Debt Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security
a certificate of authentication substantially in the form provided for herein executed by the
Trustee or its agent by manual signature, and such certificate upon any Debt Security shall be
conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Debt Security shall have been authenticated and delivered hereunder to the
Company, or any Person acting on its behalf, but shall never have been issued and sold by the
Company, and the Company shall deliver such Debt Security to the Debt Security Registrar for
cancellation as provided in Section 3.09 together with a written statement (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that
such Debt Security has never been issued and sold by the Company, for all purposes of this
Indenture such Debt Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits hereof.



Section 3.04. Temporary Debt Securities.




     Pending the preparation of definitive Debt Securities of any series, or any Tranche thereof,
the Company may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Debt Securities that are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the definitive Debt
Securities in lieu of which they are issued, with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Debt Securities may determine, as
evidenced by their execution of such Debt Securities; provided, however, that temporary Debt
Securities need not recite specific redemption, sinking fund, conversion or exchange provisions.



     Unless otherwise specified as contemplated by Section 3.01 with respect to the Debt
Securities of any series, or any Tranche thereof, after the preparation of definitive Debt
Securities of such series or Tranche, the temporary Debt Securities of such series or Tranche



22









 




shall be exchangeable, without charge to the Holder thereof, for definitive Debt Securities of
such series or Tranche, upon surrender of such temporary Debt Securities at the office or agency of
the Company maintained pursuant to Section 6.02 in a Place of Payment for such Debt
Securities. Upon such surrender of temporary Debt Securities, the Company shall, except as
aforesaid, execute and the Trustee shall authenticate and deliver in exchange therefor definitive
Debt Securities of the same series and Tranche, of authorized denominations and of like tenor and
aggregate principal amount.




     Until exchanged in full as hereinabove provided, temporary Debt Securities shall in all
respects be entitled to the same benefits under this Indenture as definitive Debt Securities of the
same series and Tranche and of like tenor authenticated and delivered hereunder.



Section 3.05. Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept in each office designated pursuant to Section 6.02,
with respect to the Debt Securities of each series or any Tranche thereof, a register (all
registers kept in accordance with this Section being collectively referred to as the “Debt Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Debt Securities of such series or Tranche and the registration of
transfer thereof. The Company shall designate one Person to maintain the Debt Security Register
for the Debt Securities of each series on a consolidated basis, and such Person is referred to
herein, with respect to such series, as the “Debt Security Registrar.” Anything herein to the
contrary notwithstanding, the Company may designate one or more of its offices as an office in
which the Debt Security Register shall be maintained, and the Company may designate itself the Debt
Security Registrar with respect to one or more of such series. The Debt Security Register shall be
open for inspection by the Trustee and the Company at all reasonable times.



     Except as otherwise specified as contemplated by Section 3.01 with respect to the Debt
Securities of any series, or any Tranche thereof, upon surrender for registration of transfer of
any Debt Security of such series or Tranche at the office or agency of the Company maintained
pursuant to Section 6.02 in a Place of Payment for such series or Tranche, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Debt Securities of the same series and Tranche, of
authorized denominations and of like tenor and aggregate principal amount.



     Except as otherwise specified as contemplated by Section 3.01 with respect to the Debt
Securities of any series, or any Tranche thereof, any Debt Security of such series or Tranche may
be exchanged at the option of the Holder for one or more new Debt Securities of the same series and
Tranche, of authorized denominations and of like tenor and aggregate principal amount, upon
surrender of the Debt Securities to be exchanged at any such office or agency. Whenever any Debt
Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to
receive.



     All Debt Securities delivered upon any registration of transfer or exchange of Debt Securities
shall be valid obligations of the Company, evidencing the same debt, and entitled to



23









 




the same benefits under this Indenture, as the Debt Securities surrendered upon such
registration of transfer or exchange.




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



     Unless otherwise specified as contemplated by Section 3.01 with respect to Debt
Securities of any series, or any Tranche thereof, no service charge shall be made for any
registration of transfer or exchange of Debt Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed in connection with
any registration of transfer or exchange of Debt Securities, other than exchanges pursuant to
Section 3.04, 4.06 or 12.06 not involving any transfer.



     The Company shall not be required to execute or to provide for the registration of transfer of
or the exchange of (a) Debt Securities of any series, or any Tranche thereof, during a period of 15
days immediately preceding the day the mailing of a notice of redemption of the Debt Securities of
such series or Tranche is to be made or (b) any Debt Security so selected for redemption in whole
or in part, except the unredeemed portion of any Debt Security being redeemed in part.



     None of the Company, the Trustee, any Paying Agent or the Debt Security Registrar will have
any responsibility or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.



Section 3.06. Mutilated, Destroyed, Lost and Stolen Debt Securities.




     If any mutilated Debt Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Debt Security of the same
series, and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.



     If there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction
of the ownership of and the destruction, loss or theft of any Debt Security and (b) such security
or indemnity as may be reasonably required by them to save each of them and any agent of either of
them harmless, then, in the absence of notice to the Company or the Trustee that such Debt Security
is held by a Person purporting to be the owner of such Debt Security, the Company shall execute and
the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Debt
Security, a new Debt Security of the same series and Tranche, and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.



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



24









 





     Upon the issuance of any new Debt Security under this Section, 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 reasonable expenses (including the fees and expenses of the Trustee)
connected therewith.



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



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



Section 3.07. Payment of Interest and Additional Interest; Interest Rights Preserved.




     Unless otherwise specified as contemplated by Section 3.01 with respect to the Debt
Securities of any series, or any Tranche thereof, interest and Additional Interest, if any, on any
Debt Security that is payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Debt Security (or one or more Predecessor Debt
Securities) is registered at the close of business on the Regular Record Date for such interest.



     [Subject to Section 3.12]* any interest on any Debt Security of any series
that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the
related Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may
be paid by the Company, at its election in each case, as provided in clause (a) or (b) below:



     (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the Debt Securities of such series (or their respective Predecessor Debt Securities) are
registered at the close of business on a date (herein called 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
Debt Security of such series 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 be not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall promptly cause notice of the proposed payment
of such Defaulted Interest



25









 




and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder
of Debt Securities of such series at the address of such Holder as it appears in the Debt Security
Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Debt Securities of such series
(or their respective Predecessor Debt Securities) are registered at the close of business on such
Special Record Date.




     (b) The Company may make payment of any Defaulted Interest on the Debt Securities of any
series in any other lawful manner not inconsistent with the requirements of any securities exchange
on which such Debt 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.



     Subject to the foregoing provisions of this Section and Section 3.05, each Debt
Security delivered under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Debt Security shall carry the rights to interest (including any Additional
Interest) accrued and unpaid, and to accrue, that were carried by such other Debt Security.



Section 3.08. Persons Deemed Owners.




     Prior to due presentment of a Debt Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Debt
Security is registered as the absolute owner of such Debt Security for the purpose of receiving
payment of principal of and premium, if any, and (subject to Sections 3.05 and
3.07) interest, if any, on such Debt Security and for all other purposes whatsoever,
whether or not such Debt Security is overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.



Section 3.09. Cancellation by Debt Security Registrar.




     All Debt Securities surrendered for payment, redemption, registration of transfer or exchange
shall, if surrendered to any Person other than the Debt Security Registrar, be delivered to the
Debt Security Registrar and, if not theretofore canceled, shall be promptly canceled by the Debt
Security Registrar. The Company may at any time deliver to the Debt Security Registrar for
cancellation any Debt Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever or which the Company shall not have issued and sold, and
all Debt Securities so delivered shall be promptly canceled by the Debt Security Registrar. No
Debt Securities shall be authenticated in lieu of or in exchange for any Debt Securities canceled
as provided in this Section, except as expressly permitted by this Indenture. All certificates
representing canceled Debt Securities held by the Debt Security Registrar shall be disposed of in
accordance with the customary practices of the Debt Security Registrar at the time in effect, and
the Debt Security Registrar shall not be required to destroy any such certificates. The Debt
Security Registrar, if other than the Trustee, shall promptly deliver a certificate of disposition
with respect to such disposed certificates to the Trustee and the Company unless, by a Company
Order, similarly delivered, the Company shall direct that



26









 




canceled Debt Securities be returned to it. The Debt Security Registrar shall promptly
deliver evidence of any cancellation of a Debt Security in accordance with this Section to the
Trustee and the Company. If the Trustee is the entity acting as Debt Security Registrar, it shall
promptly deliver to the Company a certificate of disposition with respect to any certificates
disposed of and/or evidence of any cancellation of a Debt Security, in each case in accordance with
this Section, if so requested by a Company Order.




Section 3.10. Computation of Interest.




     Except as otherwise specified as contemplated by Section 3.01 for Debt Securities of
any series, or any Tranche thereof, interest on the Debt Securities of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day months and on the basis of the
actual number of days elapsed within any month in relation to the deemed 30 days of such month.



Section 3.11. Payment to be in Proper Currency.




     In the case of the Debt Securities of any series, or any Tranche thereof, denominated in any
currency other than Dollars or in a composite currency (the “Required Currency”), except as
otherwise specified with respect to such Debt Securities as contemplated by Section 3.01,
the obligation of the Company to make any payment of the principal thereof, or the premium or
interest thereon, shall not be discharged or satisfied by any tender by the Company, or recovery by
the Trustee, in any currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the Trustee timely holding the full amount of the Required
Currency then due and payable. If any such tender or recovery is in a currency other than the
Required Currency, the Trustee may take such actions as it considers appropriate to exchange such
currency for the Required Currency. The costs and risks of any such exchange, including without
limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company, the
Company shall remain fully liable for any shortfall or delinquency in the full amount of Required
Currency then due and payable, and in no circumstances shall the Trustee be liable therefor except
in the case of its negligence or willful misconduct.



Section 3.12. [Extension of Interest Payment]*.




     [The Company shall have the right at any time, so long as the Company is not in default in the
payment of interest on the Debt Securities of any series hereunder, to extend interest payment
periods on all Debt Securities of one or more series, or Tranches thereof, if so specified as
contemplated by Section 3.01 with respect to such Debt Securities and upon such terms as
may be specified as contemplated by Section 3.01 with respect to such Debt
Securities.]*



ARTICLE IV

REDEMPTION OF DEBT SECURITIES




Section 4.01. Applicability of Article.




     Debt Securities of any series, or any Tranche thereof, that are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 3.01 for Debt Securities of such series or Tranche) in accordance
with this Article.



27









 





Section 4.02. Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Debt Securities shall be evidenced by a Board
Resolution and/or an Officer’s Certificate. The Company shall, at least 45 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee in writing of such Redemption Date and of the principal amount of such
Debt Securities to be redeemed. In the case of any redemption of Debt Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such Debt Securities or
elsewhere in this Indenture or (b) pursuant to an election of the Company that is subject to a
condition specified in the terms of such Debt Securities, the Company shall furnish the Trustee
with an Officer’s Certificate evidencing compliance with such restriction or condition.



Section 4.03. Selection of Debt Securities to be Redeemed.




     If less than all the Debt Securities of any series, or any Tranche thereof, are to be
redeemed, the particular Debt Securities to be redeemed shall be selected by the Trustee from the
Outstanding Debt Securities of such series or Tranche not previously called for redemption, by such
method as shall be provided for any particular series, or, in the absence of any such provision, by
such method of random selection as the Trustee shall deem fair and appropriate and which may, in
any case, provide for the selection for redemption of portions (equal to the minimum authorized
denomination for Debt Securities of such series or Tranche or any integral multiple thereof) of the
principal amount of Debt Securities of such series or Tranche of a denomination larger than the
minimum authorized denomination for Debt Securities of such series or Tranche; provided, however,
that if, as indicated in an Officer’s Certificate, the Company shall have offered to purchase all
or any principal amount of the Debt Securities then Outstanding of any series, or any Tranche
thereof, and less than all of such Debt Securities as to which such offer was made shall have been
tendered to the Company for such purchase, the Trustee, if so directed by Company Order, shall
select for redemption all or any principal amount of such Debt Securities that have not been so
tendered.



     If the Debt Securities are then held in the form of a Global Security, the Debt Securities to
be redeemed shall be selected in accordance with the customary procedures of the Depositary.



     The Trustee shall promptly notify the Company and the Debt Security Registrar in writing of
the Debt Securities selected for redemption and, in the case of any Debt Securities selected to be
redeemed in part, the principal amount thereof to be redeemed.



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



Section 4.04. Notice of Redemption.




     Notice of redemption shall be given in the manner provided in Section 1.06 to the
Holders of the Debt Securities to be redeemed not less than 30 nor more than 60 days prior to the
Redemption Date.



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     All notices of redemption shall state:



     (a) the Redemption Date,



     (b) the Redemption Price,



     (c) if less than all the Debt Securities of any series or Tranche are to be redeemed, the
identification of the particular Debt Securities to be redeemed and the portion of the principal
amount of any Debt Security to be redeemed in part,



     (d) that on the Redemption Date, the Redemption Price, together with accrued interest
(including Additional Interest), if any, to the Redemption Date, will become due and payable upon
each such Debt Security to be redeemed and, if applicable and provided that the Redemption Price is
received by the Paying Agent or Agents on or prior to the Redemption Date, that interest (including
any Additional Interest) thereon will cease to accrue on and after said date,



     (e) the place or places where such Debt Securities are to be surrendered for payment of the
Redemption Price and accrued interest, if any, unless it shall have been specified as contemplated
by Section 3.01 with respect to such Debt Securities that such surrender shall not be
required,



     (f) that the redemption is for a sinking or other fund, if such is the case, and



     (g) such other matters as the Company shall deem desirable or appropriate (including CUSIP
numbers with respect to such Debt Securities, if the Company shall so elect, in which event such
notice of redemption may contain a disclaimer as to the correctness of such numbers either as
printed on the Debt Securities or on such notice of redemption).



     Unless otherwise specified with respect to any Debt Securities in accordance with
Section 3.01, with respect to any notice of redemption of Debt Securities at the election
of the Company, unless, upon the giving of such notice, such Debt Securities shall be deemed to
have been paid in accordance with Section 7.01, such notice may state that such redemption
shall be conditional upon the receipt by the Paying Agent or Agents for such Debt Securities, on or
prior to the date fixed for such redemption, of money sufficient to pay the principal of and
premium, if any, and interest (including Additional Interest), if any, on such Debt Securities and
that if such money shall not have been so received such notice shall be of no force or effect and
the Company shall not be required to redeem such Debt Securities. In the event that such notice of
redemption contains such a condition and such money is not so received, the redemption shall not be
made and within a reasonable time thereafter notice shall be given, in the manner in which the
notice of redemption was given, that such money was not so received and such redemption was not
required to be made, and the Paying Agent or Agents for the Debt Securities otherwise to have been
redeemed shall promptly return to the Holders thereof any of such Debt Securities that had been
surrendered for payment upon such redemption.



     Notice of redemption of Debt Securities to be redeemed at the election of the Company, and any
notice of non-satisfaction of a condition for redemption as aforesaid, shall be given by the
Company or, at the Company’s request, by the Debt Security Registrar in the name and at the



29









 




expense of the Company. Notice of mandatory redemption of Debt Securities shall be given by
the Debt Security Registrar in the name and at the expense of the Company.




Section 4.05. Debt Securities Payable on Redemption Date.




     Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in
such notice having been satisfied, the Debt Securities or portions thereof so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless, in the case of an unconditional notice of redemption, the Company
shall default in the payment of the Redemption Price and accrued interest (including Additional
Interest), if any) such Debt Securities or portions thereof, if interest-bearing, shall cease to
bear interest. Upon surrender of any such Debt Security for redemption in accordance with such
notice, such Debt Security or portion thereof shall be paid by the Company at the Redemption Price,
together with accrued interest (including Additional Interest), if any, to the Redemption Date;
provided, however, that no such surrender shall be a condition to such payment if so specified as
contemplated by Section 3.01 with respect to such Debt Security; and provided, further,
that except as otherwise specified as contemplated by Section 3.01 with respect to such
Debt Security, any installment of interest on any Debt Security the Stated Maturity of which
installment is on or prior to the Redemption Date shall be payable to the Holder of such Debt
Security, or one or more Predecessor Debt Securities, registered as such at the close of business
on the related Regular Record Date according to the terms of such Debt Security and subject to the
provisions of Section 3.07.



Section 4.06. Debt Securities Redeemed in Part.




     Upon the surrender of any Debt Security that is to be redeemed only in part at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Debt Security, without service charge,
a new Debt Security or Debt Securities of the same series and Tranche, of any authorized
denomination requested by such Holder and of like tenor and in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Debt Security so surrendered.



ARTICLE V

SINKING FUNDS




Section 5.01. Applicability of Article.




     The provisions of this Article shall be applicable to any sinking fund for the retirement of
the Debt Securities of any series, or any Tranche thereof, except as otherwise specified as
contemplated by Section 3.01 for Debt Securities of such series or Tranche.



     The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of
any series, or any Tranche thereof, 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 Debt Securities of
any series, or any Tranche thereof, is herein referred to as an “optional



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sinking fund payment.” If provided for by the terms of Debt Securities of any series, or any
Tranche thereof, the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 5.02. Each sinking fund payment shall be applied to the redemption of
Debt Securities of the series or Tranche in respect of which it was made as provided for by the
terms of such Debt Securities.




Section 5.02. Satisfaction of Sinking Fund Payments with Debt Securities.




     The Company (a) may deliver to the Trustee Outstanding Debt Securities (other than any
previously called for redemption) of a series or Tranche in respect of which a mandatory sinking
fund payment is to be made and (b) may apply as a credit Debt Securities of such series or Tranche
that have been purchased by the Company or redeemed either at the election of the Company pursuant
to the terms of such Debt Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, in each case in satisfaction of all or any
part of such mandatory sinking fund payment; provided, however, that no Debt Securities shall be
applied in satisfaction of a mandatory sinking fund payment if such Debt Securities shall have been
previously so applied. Debt Securities so applied shall be received and credited for such purpose
by the Trustee at the Redemption Price specified in such Debt Securities for redemption through
operation of the sinking fund and the amount of such mandatory sinking fund payment shall be
reduced accordingly.



Section 5.03. Redemption of Debt Securities for Sinking Fund.




     Not less than 45 days prior to each sinking fund payment date for the Debt Securities of any
series, or any Tranche thereof, the Company shall deliver to the Trustee an Officer’s Certificate
specifying:



     (a) the amount of the next succeeding mandatory sinking fund payment for such series or
Tranche;



     (b) the amount, if any, of the optional sinking fund payment to be made together with such
mandatory sinking fund payment;



     (c) the aggregate sinking fund payment;



     (d) the portion, if any, of such aggregate sinking fund payment that is to be satisfied by the
payment of cash; and



     (e) the portion, if any, of such aggregate sinking fund payment that is to be satisfied by
delivering and crediting Debt Securities of such series or Tranche pursuant to Section 5.02
and stating the basis for such credit and that such Debt Securities have not previously been so
credited, and, if it has not already done so, the Company shall also deliver to the Trustee any
Debt Securities to be so delivered.



     If the Company shall not have delivered such Officer’s Certificate and, to the extent
applicable, all such Debt Securities, on or prior to the 45th day prior to such sinking fund
payment date, the sinking fund payment for such series or Tranche in respect of such sinking fund
payment date shall be made entirely in cash in the amount of the mandatory sinking fund



31









 




payment. Not less than 30 days before each such sinking fund payment date the Trustee shall
select the Debt Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 4.03 and the Debt Security Registrar shall 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 4.04. Such notice having been duly given, the redemption of such Debt
Securities shall be made upon the terms and in the manner stated in Sections 4.05 and
4.06.




ARTICLE VI

COVENANTS




Section 6.01. Payment of Principal, Premium and Interest.




     The Company shall pay the principal of and premium, if any, and interest, if any, on the Debt
Securities of each series in accordance with the terms of such Debt Securities and this Indenture.



Section 6.02. Maintenance of Office or Agency.




     The Company shall maintain in each Place of Payment for the Debt Securities of each series, or
any Tranche thereof, an office or agency where payment of such Debt Securities shall be made, where
the registration of transfer or exchange of such Debt Securities may be effected and where notices
and demands to or upon the Company in respect of such Debt Securities and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of each such office or agency and prompt notice to the Holders of any such
change in the manner specified in Section 1.06. If at any time the Company shall fail to
maintain any such required office or agency in respect of Debt Securities of any series, or any
Tranche thereof, or shall fail to furnish the Trustee with the address thereof, payment of such
Debt Securities shall be made, registration of transfer or exchange thereof may be effected and
notices and demands in respect thereof may be served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee as its agent for all such purposes in any such event.



     The Company may also from time to time designate one or more other offices or agencies with
respect to the Debt Securities of one or more series, or any Tranche thereof, for any or all of the
foregoing purposes and may from time to time rescind such designations; provided, however, that,
unless otherwise specified as contemplated by Section 3.01 with respect to the Debt
Securities of such series or Tranche no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain an office or agency for such purposes in each Place of
Payment for such Debt Securities in accordance with the requirements set forth above. The Company
shall give prompt written notice to the Trustee, and prompt notice to the Holders in the manner
specified in Section 1.06, of any such designation or rescission and of any change in the
location of any such other office or agency.



     Anything herein to the contrary notwithstanding, any office or agency required by this
Section may be maintained at an office of the Company, in which event the Company shall perform all
functions to be performed at such office or agency.



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Section 6.03. Money for Debt Securities Payments to be Held in Trust.




     If the Company shall at any time act as its own Paying Agent with respect to the Debt
Securities of any series, or any Tranche thereof, it shall, on or before each due date of the
principal of and premium, if any, and interest (including Additional Interest), if any, on any of
such Debt Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and premium or interest (including Additional Interest) so
becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein
provided. The Company shall promptly notify the Trustee of any failure by the Company (or any
other obligor on such Debt Securities) to make any payment of principal of or premium, if any, or
interest (including Additional Interest), if any, on such Debt Securities.



     Whenever the Company shall have one or more Paying Agents for the Debt Securities of any
series, or any Tranche thereof, it shall, on or before each due date of the principal of and
premium, if any, and interest (including Additional Interest), if any, on such Debt Securities,
deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and
premium or interest (including Additional Interest) so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium or interest (including
Additional Interest), and (unless such Paying Agent is the Trustee) the Company shall promptly
notify the Trustee of any failure by it so to act.



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



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



     (b) give the Trustee notice of any failure by the Company (or any other obligor upon such Debt
Securities) to make any payment of principal of or premium, if any, or interest, (including
Additional Interest) if any, on such Debt Securities; and



     (c) at any time during the continuance of any such default, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish to
the Trustee such information as it possesses regarding the names and addresses of the Persons
entitled to such sums.



     The Company may at any time pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying
Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the
provisions of Article VII; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such money.



33









 





     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of and premium, if any, or interest (including Additional
Interest), if any, on any Debt Security and remaining unclaimed for two years after such principal
and premium, if any, or interest (including Additional Interest) has become due and payable shall
be paid to the Company on Company Request, or, if then held by the Company, shall be discharged
from such trust; and, upon such payment or discharge, the Holder of such Debt Security shall, as an
unsecured general creditor and not as a Holder of an Outstanding Debt Security, look only to the
Company for payment of the amount so due and payable and remaining unpaid, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such payment to the Company, may at the expense of the Company
cause to be mailed, on one occasion only, notice to such Holder that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days from the date of
such mailing, any unclaimed balance of such money then remaining will be paid to the Company.



Section 6.04. Corporate Existence.




     Subject to the rights of the Company under Article XI, the Company shall do or cause
to be done all things necessary to preserve and keep in full force and effect its corporate
existence.



Section 6.05. Maintenance of Properties.




     The Company shall cause (or, with respect to property owned in common with others, make
reasonable effort to cause) all its properties used or useful in the conduct of its business to be
maintained and kept in good condition, repair and working order and shall cause (or, with respect
to property owned in common with others, make reasonable effort to cause) to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as, in the judgment of
the Company, may be necessary so that the business carried on in connection therewith may be
properly conducted; provided, however, that nothing in this Section shall prevent the Company from
discontinuing, or causing the discontinuance of, the operation and maintenance of any of its
properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of
its business.



Section 6.06. Annual Officer’s Certificate as to Compliance.




     Not later than                      in each year, commencing                     , the Company shall
deliver to the Trustee an Officer’s Certificate, which need not comply with Section 1.02,
executed by the principal executive officer, the principal financial officer or the principal
accounting officer of the Company, stating whether, to such officer’s knowledge, the Company is in
compliance with all conditions and covenants under this Indenture, such compliance to be determined
without regard to any period of grace or requirement of notice under this Indenture, and making any
other statements as may be required by the provisions of Section 314(a)(4) of the Trust Indenture
Act.



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Section 6.07. Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any term, provision or
condition set forth in (a) Section 6.02 or any additional covenant or restriction specified
with respect to the Debt Securities of any series, or any Tranche thereof, as contemplated by
Section 3.01 if before the time for such compliance the Holders of at least a majority in
aggregate principal amount of the Outstanding Debt Securities of all series and Tranches with
respect to which compliance with Section 6.02 or such additional covenant or restriction is
to be omitted, considered as one class, shall, by Act of such Holders, either waive such compliance
in such instance or generally waive compliance with such term, provision or condition and
(b) Sections 6.04, 6.05, 6.06 or Article XI if before the time for
such compliance the Holders of at least a majority in principal amount of Debt Securities
Outstanding under this Indenture shall, by Act of such Holders, either waive such compliance in
such instance or generally waive compliance with such term, provision or condition; but, in the
case of (a) or (b), no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.



ARTICLE VII

SATISFACTION AND DISCHARGE




Section 7.01. Satisfaction and Discharge of Debt Securities.




     Any Debt Security or Debt Securities, or any portion of the principal amount thereof, shall be
deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of the
Company in respect thereof shall be deemed to have been satisfied and discharged, if there shall
have been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in
trust:



     (a) money in an amount that shall be sufficient, or



     (b) in the case of a deposit made prior to the Maturity of such Debt Securities or portions
thereof, Eligible Obligations, which shall not contain provisions permitting the redemption or
other prepayment thereof at the option of the issuer thereof, the principal of and the interest on
that when due, without any regard to reinvestment thereof, will provide moneys which, together with
the money, if any, deposited with or held by the Trustee or such Paying Agent, shall be sufficient,
or



     (c) a combination of (a) or (b) that shall be sufficient,


to pay when due the principal of and premium, if any, and interest (including Additional Interest),
if any, due and to become due on such Debt Securities or portions thereof on or prior to Maturity;
provided, however, that in the case of the provision for payment or redemption of less than all the
Debt Securities of any series or Tranche, such Debt Securities or portions thereof shall have been
selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite
to the validity of such redemption shall have been given or irrevocable authority shall have been
given by the Company to the Trustee to give such notice, under arrangements






35









 







satisfactory to the Trustee; and provided, further, that the Company shall have delivered to the
Trustee and such Paying Agent:





     (x) if such deposit shall have been made prior to the Maturity of such Debt Securities,
a Company Order stating that the money and Eligible Obligations deposited in accordance with
this Section shall be held in trust, as provided in Section 7.03;




     (y) if Eligible Obligations shall have been deposited, an Opinion of Counsel that the
obligations so deposited constitute Eligible Obligations and do not contain provisions
permitting the redemption or other prepayment at the option of the issuer thereof, and an
opinion of an independent public accountant of nationally recognized standing, selected by
the Company, to the effect that the requirements set forth in clause (b) above have been
satisfied; and




     (z) if such deposit shall have been made prior to the Maturity of such Debt Securities,
an Officer’s Certificate stating the Company’s intention that, upon delivery of such
Officer’s Certificate, its indebtedness in respect of such Debt Securities or portions
thereof will have been satisfied and discharged as contemplated in this Section.



     If the Company shall make any deposit of money and/or Eligible Obligations with respect to any
Debt Securities, or any portion of the principal amount thereof, as contemplated by this section,
the Company shall not deliver an Officer’s Certificate described in clause (z) above unless the
Company shall also deliver to the Trustee, together with such Officer’s Certificate, an Opinion of
Counsel to the effect that, as a result of a change in law occurring after the date of this
Indenture, the Holders of such Debt Securities, or portions thereof, will not recognize income,
gain or loss for United States federal income tax purposes as a result of the satisfaction and
discharge of the Company’s indebtedness in respect thereof and will be subject to United States
federal income tax on the same amounts, at the same times and in the same manner as if such
satisfaction and discharge had not been effected.



     Upon the deposit of money or Eligible Obligations, or both, in accordance with this Section,
together with the documents required by clauses (x), (y) and (z) above, the Trustee shall, upon
receipt of a Company Request, acknowledge in writing that the Debt Security or Debt Securities or
portions thereof with respect to which such deposit was made are deemed to have been paid for all
purposes of this Indenture and that the entire indebtedness of the Company in respect thereof has
been satisfied and discharged as contemplated in this Section. In the event that all of the
conditions set forth in the first paragraph of this Section shall have been satisfied in respect of
any Debt Securities or portions thereof except that, for any reason, the Officer’s Certificate
specified in clause (z) shall not have been delivered, such Debt Securities or portions thereof
shall nevertheless be deemed to have been paid for all purposes of this Indenture, and the Holders
of such Debt Securities or portions thereof shall nevertheless be no longer entitled to the
benefits of this Indenture or of any of the covenants of the Company under Article VI
(except the covenants contained in Sections 6.02 and 6.03) or any other covenants
made in respect of such Debt Securities or portions thereof as contemplated by
Section 3.01, but the indebtedness of the Company in respect of such Debt Securities or
portions thereof shall not be deemed to have been satisfied and discharged prior to Maturity for
any other purpose, and the Holders of such Debt Securities or portions thereof shall continue to be
entitled to look to the Company for payment of



36









 




the indebtedness represented thereby; and, upon receipt of a Company Request, the Trustee
shall acknowledge in writing that such Debt Securities or portions thereof are deemed to have been
paid for all purposes of this Indenture.




     If payment at Stated Maturity of less than all of the Debt Securities of any series, or any
Tranche thereof, is to be provided for in the manner and with the effect provided in this Section,
the Trustee shall select such Debt Securities, or portions of principal amount thereof, in the
manner specified by Section 4.03 for selection for redemption of less than all the Debt
Securities of a series or Tranche.



     In the event that Debt Securities that shall be deemed to have been paid for purposes of this
Indenture, and, if such is the case, in respect of which the Company’s indebtedness shall have been
satisfied and discharged, all as provided in this Section, do not mature and are not to be redeemed
within the 60 day period commencing with the date of the deposit of moneys or Eligible Obligations,
as aforesaid, the Company shall, as promptly as practicable, give a notice, in the same manner as a
notice of redemption with respect to such Debt Securities, to the Holders of such Debt Securities
to the effect that such deposit has been made and the effect thereof.



     Notwithstanding that any Debt Securities shall be deemed to have been paid for purposes of
this Indenture, as aforesaid, the obligations of the Company and the Trustee in respect of such
Debt Securities under Sections 3.04, 3.05, 3.06, 4.04, 5.03
(as to notice of redemption), 6.02, 6.03, 9.07, 9.14 and
9.15 and this Article shall survive.



     The Company shall pay, and shall indemnify the Trustee or any Paying Agent with which Eligible
Obligations shall have been deposited as provided in this Section against any tax, fee or other
charge imposed on or assessed against such Eligible Obligations or the principal or interest
received in respect of such Eligible Obligations, including, but not limited to, any such tax
payable by any entity deemed, for tax purposes, to have been created as a result of such deposit.



     Anything herein to the contrary notwithstanding, (a) if, at any time after a Debt Security
would be deemed to have been paid for purposes of this Indenture, and, if such is the case, the
Company’s indebtedness in respect thereof would be deemed to have been satisfied or discharged,
pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any
Paying Agent, as the case may be, shall be required to return the money or Eligible Obligations, or
combination thereof, deposited with it as aforesaid to the Company or its representative under any
applicable federal or state bankruptcy, insolvency or other similar law, such Debt Security shall
thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of the
Company’s indebtedness in respect thereof shall retroactively be deemed not to have been effected,
and such Debt Security shall be deemed to remain Outstanding and (b) any satisfaction and discharge
of the Company’s indebtedness in respect of any Debt Security shall be subject to the provisions of
the last paragraph of Section 6.03.



Section 7.02. Satisfaction and Discharge of Indenture.




     This Indenture shall upon Company Request cease to be of further effect (except as hereinafter
expressly provided), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when



37









 





     (a) no Debt Securities remain Outstanding hereunder; and



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


provided, however, that if, in accordance with the last paragraph of Section 7.01, any Debt
Security, previously deemed to have been paid for purposes of this Indenture, shall be deemed
retroactively not to have been so paid, this Indenture shall thereupon be deemed retroactively not
to have been satisfied and discharged, as aforesaid, and to remain in full force and effect, and
the Company shall execute and deliver such instruments as the Trustee shall reasonably request to
evidence and acknowledge the same.




     Notwithstanding the satisfaction and discharge of this Indenture as aforesaid, the obligations
of the Company and the Trustee under Sections 3.04, 3.05, 3.06,
4.04, 5.03 (as to notice of redemption), 6.02, 6.03, 9.07,
9.14 and 9.15 and this Article shall survive.



     Upon satisfaction and discharge of this Indenture as provided in this Section, the Trustee
shall assign, transfer and turn over to the Company, subject to the lien provided by
Section 9.07, any and all money, securities and other property then held by the Trustee for
the benefit of the Holders of the Debt Securities other than money and Eligible Obligations held by
the Trustee pursuant to Section 7.03.



Section 7.03. Application of Trust Money.




     Neither the Eligible Obligations nor the money deposited pursuant to Section 7.01, nor
the principal or interest payments on any such Eligible Obligations, shall be withdrawn or used for
any purpose other than, and shall be held in trust for, the payment of the principal of, and
premium, if any, and interest (including Additional Interest), if any, on, the Debt Securities or
portions of principal amount thereof in respect of which such deposit was made, all subject,
however, to the provisions of Section 6.03; provided, however, that, so long as there shall
not have occurred and be continuing an Event of Default, or an event that, with the giving of
notice or the passage of time, would become an Event of Default, any cash received from such
principal or interest payments on such Eligible Obligations, if not then needed for such purpose,
shall, to the extent practicable, be invested in Eligible Obligations of the type described in
Section 7.01(b) maturing at such times and in such amounts as shall be sufficient to pay
when due the principal of and premium, if any, and interest (including Additional Interest), if
any, due and to become due on such Debt Securities or portions thereof on and prior to the Maturity
thereof, and interest earned from such reinvestment shall be paid over to the Company as received,
free and clear of any trust, lien or pledge under this Indenture except the lien provided by
Section 9.07; and provided, further, that, so long as there shall not have occurred and be
continuing an Event of Default, or an event that, with the giving of notice or the passage of time,
would become an Event of Default, any moneys held in accordance with this Section on the Maturity
of all such Debt Securities in excess of the amount required to pay the principal of and premium,
if any, and interest (including Additional Interest), if any, then due on such Debt Securities
shall be paid over to the Company free and clear of any trust, lien or pledge under this Indenture
except the lien provided by Section 9.07; and provided, further, that if an Event of
Default, or an event that, with the giving of notice or the passage of time, would become an Event
of Default, shall have



38









 





occurred and be continuing, moneys to be paid over to the Company pursuant to this
Section shall be held until such Event of Default, or event that, with the giving of notice or the
passage of time, would become an Event of Default, shall have been waived or cured.




ARTICLE VIII

EVENTS OF DEFAULT; REMEDIES




Section 8.01. Events of Default.




     “Event of Default,” wherever used herein with respect to Debt Securities of any series, means
any one of the following events:



     (a) failure to pay interest (including Additional Interest), if any, on any Debt Security of
such series within 30 days after the same becomes due and payable [(whether or not payment is
prohibited by the provisions of Article XV hereof);]* [provided, however, that a
valid extension of the interest payment period by the Company as contemplated in
Section 3.12 of this Indenture shall not constitute a failure to pay interest for this
purpose] *; or



     (b) failure to pay the principal of or premium, if any, on any Debt Security of such series
when due and payable under this Indenture [(whether or not payment is prohibited by the provisions
of Article XV hereof)] *; or



     (c) failure to make any sinking fund payment with respect to such series when due; or



     (d) failure to perform or breach of any covenant or warranty of the Company in this Indenture
(other than a covenant or warranty a default in the performance of which or breach of which is
elsewhere in this Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of one or more series of Debt Securities other than such series)
for a period of 60 days after there has been given, by registered or certified mail, to the Company
by the Trustee, or to the Company and the Trustee by the Holders of at least 33% in principal
amount of the Outstanding Debt Securities of such series, a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder, unless the Trustee, or the Trustee and the Holders of a principal amount of Debt
Securities of such series not less than the principal amount of Debt Securities the Holders of
which gave such notice, as the case may be, shall agree in writing to an extension of such period
prior to its expiration; provided, however, that the Trustee, or the Trustee and the Holders of
such principal amount of Debt Securities of such series, as the case may be, shall be deemed to
have agreed to an extension of such period for a maximum of one hundred twenty (120) days if
corrective action is initiated by the Company within such period and is being diligently pursued;
or



     (e) the entry by a court having jurisdiction in the premises of (1) a decree or order for
relief in respect of the Company in an involuntary case or proceeding under any applicable federal
or state bankruptcy, insolvency, reorganization or other similar law or (2) a decree or order
adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition by one or
more Persons other than the Company seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar



39









 




official for the Company or for any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and any such decree or order for relief or any such other decree
or order shall have remained unstayed and in effect for a period of 90 consecutive days; or




     (f) the commencement by the Company of a voluntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Company in a case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement
of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable federal or state law, or
the consent by it to the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company
or of any substantial part of its property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts generally as they
become due, or the authorization of such action by the Board of Directors; or



     (g) any other Event of Default specified with respect to Debt Securities of such series.



Section 8.02. Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default due to the default in payment of principal of, or premium, if any, or
interest (including Additional Interest) on, any series of Debt Securities or due to the default in
the performance or breach of any other covenant or warranty of the Company applicable to the Debt
Securities of such series but not applicable to all Outstanding Debt Securities shall have occurred
and be continuing, either the Trustee or the Holders of not less than 33% in principal amount of
the Debt Securities of such series may then declare the principal amount (or, if any of the Debt
Securities of such series are Discount Debt Securities, such portion of the principal amount as may
be specified in the terms thereof as contemplated by Section 3.01) of all Debt Securities
of such series and premium, if any, and interest (including Additional Interest) accrued thereon to
be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders). If an Event of Default due to default in the performance of any other of the
covenants or warranties herein applicable to all Outstanding Debt Securities or an Event of Default
specified in Sections 8.01(e) or (f) shall have occurred and be continuing, either
the Trustee or the Holders of not less than 33% in principal amount of all Debt Securities then
Outstanding (considered as one class), and not the Holders of the Debt Securities of any one of
such series, may declare the principal amount (or, if any of the Debt Securities are Discount Debt
Securities, such portion of the principal amount of such Debt Securities as may be specified in the
terms thereof as contemplated by Section 3.01) of all Debt Securities and premium, if any,
and interest accrued thereon to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by the Holders). As a consequence of each such declaration
(herein referred to as a declaration of acceleration) with respect to Debt Securities of any
series, the principal amount (or portion thereof in the case of Discount Debt Securities) of such
Debt Securities, premium, if any, and interest (including Additional Interest) accrued thereon
shall become due and payable immediately [(provided that the payment of principal of such Debt
Securities shall remain subordinated to the extent provided in Article XV hereof)]
*.



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     With respect to a series of Debt Securities to which a credit enhancement is applicable, the
applicable supplemental indenture may provide that the provider of such credit enhancement may, if
default has occurred and is continuing with respect to such series, and subject to certain
conditions, have all the rights with respect to remedies that would otherwise have been exercisable
by the Holders of Debt Securities of that series.



     At any time after such a declaration of acceleration with respect to Debt Securities of any
series shall have been made and before a judgment or decree for payment of the money due shall have
been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of
Default giving rise to such declaration of acceleration shall, without further act, be deemed to
have been waived, and such declaration and its consequences shall, without further act, be deemed
to have been rescinded and annulled, if



     (a) the Company shall have paid or deposited with the Trustee a sum sufficient to pay




     (1) all overdue interest on all Debt Securities of such series;




     (2) the principal of and premium, if any, on any Debt Securities of such series that
have become due otherwise than by such declaration of acceleration and interest (including
Additional Interest) thereon at the rate or rates prescribed therefor in such Debt
Securities;




     (3) to the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Debt Securities;




     (4) all amounts due to the Trustee under Section 9.07; and



     (b) any other Event or Events of Default with respect to Debt Securities of such series, other
than the non-payment of the principal of Debt Securities of such series that shall have become due
solely by reason of such declaration of acceleration, shall have been cured or waived as provided
in Section 8.13.


No such rescission shall affect any subsequent Event of Default or impair any right consequent
thereon.




Section 8.03. Collection of Indebtedness and Suits for Enforcement by Trustee.




     If an Event of Default described in clause (a), (b) or (c) of Section 8.01 shall have
occurred and be continuing, the Company shall, upon demand of the Trustee, pay to it, for the
benefit of the Holders of the Debt Securities of the series with respect to which such Event of
Default shall have occurred, the whole amount then due and payable on such Debt Securities for
principal and premium, if any, and interest, if any, and, to the extent permitted by law, (i)
interest on premium, if any, (ii) interest on any overdue principal and (iii) Additional Interest,
at the rate or rates prescribed therefor in such Debt Securities, and, in addition thereto, such
further amount as shall be sufficient to cover any amounts due to the Trustee under
Section 9.07.



     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, may institute a judicial proceeding for the



41









 




collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final
decree and may enforce the same against the Company or any other obligor upon such Debt Securities
and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Debt Securities, wherever situated.




     If an Event of Default with respect to Debt Securities of any series shall have occurred and
be continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Holders of Debt Securities of such series under the Indenture by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper remedy.



Section 8.04. Trustee May File Proofs of Claim.




     In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or any other obligor upon the Debt Securities or the property of the Company or of such
other obligor or their creditors, the Trustee (irrespective of whether the principal of the Debt
Securities shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company for the payment of
overdue principal or interest (including Additional Interest)) shall be entitled and empowered, by
intervention in such proceeding or otherwise,



     (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest
(including Additional Interest), if any, owing and unpaid in respect of the Debt Securities and to
file such other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee (including any claim for amounts due to the Trustee under Section 9.07) and of
the Holders allowed in such judicial proceeding, and



     (b) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same,


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amounts due it under Section 9.07.




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



Section 8.05. Trustee May Enforce Claims without Possession of Debt Securities.




     All rights of action and claims under this Indenture or the Debt Securities may be prosecuted
and enforced by the Trustee without the possession of any of the Debt Securities or



42









 




the production thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders in respect of which such judgment has been recovered.




Section 8.06. Application of Money Collected.




     [Subject to the provisions of Article XV,]* any money collected by the Trustee
pursuant to this Article shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal or premium, if any,
or interest (including Additional Interest), if any, upon presentation of the Debt Securities in
respect of which or for the benefit of which such money shall have been collected and the notation
thereon of the payment if only partially paid and upon surrender thereof if fully paid:



     FIRST: To the payment of all amounts due the Trustee under Section 9.07;



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



     THIRD: To the payment of the remainder, if any, to the Company, or to whomsoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction may direct.



Section 8.07. Limitation on Suits.




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



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



     (b) the Holders of not less than a majority in aggregate principal amount of the Outstanding
Debt Securities of all series in respect of which an Event of Default shall have occurred and be
continuing, considered as one class, shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee hereunder;



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



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



43









 





     (e) no direction inconsistent with such written request shall have been given to the Trustee
during such 60-day period by the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of all series in respect of which an Event of Default shall have
occurred and be continuing, considered as one class;


it being understood and intended that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such Holders.




Section 8.08. Unconditional Right of Holders to Receive Principal, Premium and Interest.




     Notwithstanding any other provision in this Indenture, the Holder of any Debt Security shall
have the right, which is absolute and unconditional, to receive payment of the principal of and
premium, if any, and (subject to Section 3.07 [and 3.12] *) interest
(including Additional Interest), if any, on such Debt Security on the Stated Maturity or Maturities
expressed in such Debt Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.



Section 8.09. Restoration of Rights and Remedies.




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



Section 8.10. Rights and Remedies Cumulative.




     Except as otherwise provided in the last paragraph of Section 3.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



Section 8.11. Delay or Omission Not Waiver.




     No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by this Article or by
law to the Trustee or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.



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Section 8.12. Control by Holders of Debt Securities.




     If an Event of Default shall have occurred and be continuing in respect of a series of Debt
Securities, the Holders of a majority in principal amount of the Outstanding Debt Securities of
such series shall have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Debt Securities of such series; provided, however, that if an Event of Default
shall have occurred and be continuing with respect to more than one series of Debt Securities, the
Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of all such
series, considered as one class, shall have the right to make such direction, and not the Holders
of the Debt Securities of any one of such series; and provided, further, that



     (a) such direction shall not be in conflict with any rule of law or with this Indenture, and
may not involve the Trustee in personal liability in circumstances where indemnity would not in the
Trustee’s reasonable discretion be adequate, and



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



     Before proceeding to exercise any right or power hereunder at the direction of such Holders,
the Trustee shall be entitled to receive from such Holders reasonable security or indemnity against
the costs, expenses and liabilities that might be incurred by it in compliance with any such
direction.



Section 8.13. Waiver of Past Defaults.




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



     (a) in the payment of the principal of or premium, if any, or interest (including Additional
Interest), if any, on any Debt Security of such series, or



     (b) in respect of a covenant or provision hereof that under Section 12.02 cannot be
modified or amended without the consent of the Holder of each Outstanding Debt Security of such
series affected.



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



Section 8.14. Undertaking for Costs.




     The Company and the Trustee agree, and each Holder by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for



45









 




any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount
of the Outstanding Debt Securities of all series in respect of which such suit may be brought,
considered as one class, or to any suit instituted by any Holder for the enforcement of the payment
of the principal of or premium, if any, or interest (including Additional Interest), if any, on any
Debt Security on or after the Stated Maturity or Maturities expressed in such Debt Security (or, in
the case of redemption, on or after the Redemption Date).




Section 8.15. Waiver of Stay or Extension Laws.




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



ARTICLE IX

THE TRUSTEE




Section 9.01. Certain Duties and Responsibilities.




     (a) The Trustee shall have and be subject to all the duties and responsibilities specified
with respect to an indenture trustee in the Trust Indenture Act, and no implied covenants or
obligations shall be read into this Indenture against the Trustee.



     (b) The Trustee, prior to the occurrence of an Event of Default and after the curing or
waiving of all Events of Default that may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture. In case an Event of Default of which
a Responsible Officer of the Trustee has knowledge has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs.



     (c) No provision of this Indenture shall be construed to relieve the Trustee from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct,
except that prior to the occurrence of an Event of Default and after the curing or waiving of all
Events of Default that may have occurred




     (i) the duties and obligations of the Trustee shall be determined solely by the express
provisions of this Indenture, and the Trustee shall not be liable except for the



46









 







performance of, or failure to perform, such duties and obligations as are specifically
set forth in this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and




     (ii) in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any 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 requirements of this Indenture.



     (d) 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 Debt Securities pursuant to
Section 8.12, 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.



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



     (f) Notwithstanding anything contained in this Indenture to the contrary, the duties and
responsibilities of the Trustee under this Indenture shall be subject to the protections,
exculpations and limitations on liability afforded to the Trustee under the provisions of the Trust
Indenture Act, including those provisions of such Act deemed by such Act to be included herein.



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



Section 9.02. Notice of Defaults.




     The Trustee shall give the Holders notice of any default hereunder with respect to the Debt
Securities of any series to the Holders of Debt Securities of such series of which it has knowledge
(within the meaning of Section 9.03(h)) in the manner and to the extent required to do so
by the Trust Indenture Act, unless such default shall have been cured or waived; provided, however,
that in the case of any default of the character specified in Section 8.01(d), no such
notice to Holders shall be given until at least 60 days after the occurrence thereof. For the
purpose of this Section, the term “default” means any event that is, or after notice or lapse of
time, or both, would become, an Event of Default.



47









 





Section 9.03. Certain Rights of Trustee.




     Subject to the provisions of Section 9.01 and to the applicable provisions of the
Trust Indenture Act:



     (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness 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 or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order, or as otherwise expressly provided herein, and any
resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;



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



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



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



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



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



     (h) the Trustee shall not be charged with knowledge of any default or Event of Default with
respect to the Debt Securities of any series for which it is acting as Trustee unless either (1) a
Responsible Officer of the Trustee shall have knowledge of the default or Event of Default or (2)
written notice of such default or Event of Default shall have been given to the



48









 




Trustee by the Company, any other obligor on such Debt Securities or by any Holder of such
Debt Securities.




Section 9.04. Not Responsible for Recitals or Issuance of Debt Securities.




     The recitals contained herein and in the Debt Securities (except the Trustee’s certificates of
authentication) shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Debt Securities.
Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by
the Company of Debt Securities or the proceeds thereof. The Trustee shall not incur any liability
for non-performance or breach of any obligation hereunder to the extent that the Trustee is delayed
in performing, unable to perform or breaches such obligation because of acts of God, war,
terrorism, fire, floods, electrical outages or other causes reasonably beyond its control;
provided, however, that the Trustee shall use commercially reasonable efforts consistent with
accepted practices for corporate trustees to maintain performance without delay or resume
performance as soon as reasonably practicable under the circumstances.



Section 9.05. May Hold Debt Securities.




     Each of the Trustee, any Authenticating Agent, any Paying Agent, any Debt Security Registrar
or any other agent of the Company, in its individual or any other capacity, may become the owner or
pledgee of Debt Securities and, subject to Sections 9.08 and 9.13, may otherwise
deal with the Company with the same rights it would have if it were not the Trustee, Authenticating
Agent, Paying Agent, Debt Security Registrar or such other agent.



Section 9.06. Money Held in Trust.




     Money held by the Trustee in trust hereunder need not be segregated from other funds, except
to the extent required by law. The Trustee shall be under no liability for interest on investment
of any money received by it hereunder except as expressly provided herein or otherwise agreed with,
and for the sole benefit of, the Company.



Section 9.07. Compensation and Reimbursement.




     The Company shall



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



     (b) except as otherwise expressly provided herein, reimburse the Trustee upon its request for
all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in
accordance with any provision of this Indenture, including the costs of collection (including the
reasonable compensation and the expenses and disbursements of its agents and counsel), except to
the extent that any such expense, disbursement or advance may be attributable to its negligence,
willful misconduct or bad faith; and



49









 





     (c) indemnify the Trustee and hold it harmless from and against any and all losses, demands,
claims, liabilities, causes of action or expenses (including reasonable attorneys’ fees and
expenses) incurred by it arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder or the performance of its duties hereunder, including the reasonable
costs and expenses of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the extent any such
loss, demand, claim, liability, cause of action or expense may be attributable to its negligence,
willful misconduct or bad faith and may assume the defense of the Trustee with counsel acceptable
to the Trustee, unless the Trustee shall have been advised by counsel that there may be one or more
legal defenses available to it that are different from or additional to those available to the
Company, in which case the Trustee may engage separate counsel, and the fees and expenses of such
counsel shall be assumed by the Company.



     As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Debt Securities upon all property and funds held or
collected by the Trustee as such other than property and funds held in trust for the payment of
principal, premium, if any, and interest on Debt Securities. “Trustee” for purposes of this
Section shall include any predecessor Trustee; provided, however, that the negligence, willful
misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee
hereunder. When a Trustee incurs expenses or renders services in connection with an Event of
Default specified in Sections 8.01(e) or (f), the expenses (including the
reasonable charges and expenses of its counsel) and the compensation for the services are intended
to constitute expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law. The provisions of this Section shall survive termination of this
Indenture and the resignation or removal of the Trustee.



Section 9.08. Disqualification; Conflicting Interests.




     If the Trustee shall have or acquire any conflicting interest within the meaning of the Trust
Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the
manner and with the effect, and subject to the conditions, provided in the Trust Indenture Act and
this Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent
permitted thereby, the Trustee shall not be deemed to have a conflicting interest by virtue of
being a Trustee under (i) this Indenture with respect to Debt Securities of one or more series or
(ii) any other indenture to which the Trustee and the Company are a party, if any, or with respect
to the securities issued thereunder, if any.



Section 9.09. Corporate Trustee Required; Eligibility.




     There shall at all times be a Trustee hereunder which shall be



     (a) a corporation organized and doing business under the laws of the United States, any state
or territory thereof or the District of Columbia, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $100,000,000 and subject to
supervision or examination by federal or state authority, or




50











 





     (b) if and to the extent permitted by the Commission by rule, regulation or order upon
application, a corporation or other Person organized and doing business under the laws of a foreign
government, authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $100,000,000 or the Dollar equivalent of the applicable foreign
currency and subject to supervision or examination by authority of such foreign government or a
political subdivision thereof substantially equivalent to supervision or examination applicable to
United States institutional trustees,


and, in either case, qualified and eligible under this Article and the Trust Indenture Act. If
such corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of such supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in this Article.




Section 9.10. Resignation and Removal; Appointment of Successor.




     (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 9.11.



     (b) The Trustee may resign at any time with respect to the Debt Securities of one or more
series by giving written notice thereof to the Company. If the instrument of acceptance by a
successor Trustee required by Section 9.11 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor Trustee with respect to the
Debt Securities of such series.



     (c) The Trustee may be removed at any time with respect to the Debt Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding Debt Securities of such
series delivered to the Trustee and to the Company.



     (d) If at any time:




     (1) the Trustee shall fail to comply with Section 9.08 after written request
therefor by the Company or by any Holder who has been a bona fide Holder for at least six
months, or




     (2) the Trustee shall cease to be eligible under Section 9.09 and shall fail to
resign after written request therefor by the Company or by any such Holder, or




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



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then, in any such case, (x) the Company by a Board Resolution may remove the Trustee with respect
to all Debt Securities or (y) subject to Section 8.14, any Holder who has been a bona fide
Holder for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with respect to all
Debt Securities and the appointment of a successor Trustee or Trustees.




     (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause (other than as contemplated in clause (y) in
Subsection (d) of this Section), with respect to the Debt Securities of one or more series, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Debt Securities of that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Debt Securities of one or more or all of such series and that
at any time there shall be only one Trustee with respect to the Debt Securities of any particular
series) and shall comply with the applicable requirements of Section 9.11. If, within one
year after such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Debt Securities of any series shall be appointed by Act of
the Holders of a majority in principal amount of the Outstanding Debt Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the applicable requirements of
Section 9.11, become the successor Trustee with respect to the Debt Securities of such
series and to that extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Debt Securities of any series shall have been so appointed by
the Company or the Holders and accepted appointment in the manner required by Section 9.11,
any Holder who has been a bona fide Holder of a Debt Security of such series for at least six
months may, on behalf of itself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities of such
series.



     (f) So long as no event that is, or after notice or lapse of time, or both, would become, an
Event of Default shall have occurred and be continuing, and except with respect to a Trustee
appointed by Act of the Holders of a majority in principal amount of the Outstanding Debt
Securities pursuant to Subsection (e) of this Section, if the Company shall have delivered to the
Trustee (i) a Board Resolution appointing a successor Trustee, effective as of a date specified
therein, and (ii) an instrument of acceptance of such appointment, effective as of such date, by
such successor Trustee in accordance with Section 9.11, the Trustee shall be deemed to have
resigned as contemplated in Subsection (b) of this Section, the successor Trustee shall be deemed
to have been appointed by the Company pursuant to Subsection (e) of this Section and such
appointment shall be deemed to have been accepted as contemplated in Section 9.11, all as
of such date, and all other provisions of this Section and
Section 9.11 shall be applicable
to such resignation, appointment and acceptance except to the extent inconsistent with this
Subsection (f).



     (g) The Company or, should the Company fail so to act promptly, the successor Trustee, at the
expense of the Company, shall give notice of each resignation and each removal of the Trustee with
respect to the Debt Securities of any series and each appointment of a successor Trustee with
respect to the Debt Securities of any series by mailing written notice of such event by first-class
mail, postage prepaid, to all Holders of Debt Securities of such series as



52









 




their names and addresses appear in the Debt Security Register. Each notice shall include the
name of the successor Trustee with respect to the Debt Securities of such series and the address of
its corporate trust office.




Section 9.11. Acceptance of Appointment by Successor.




     (a) In case of the appointment hereunder of a successor Trustee with respect to the Debt
Securities of all series, 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 all sums owed to it, execute
and deliver an 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 Debt
Securities of one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Debt Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Debt Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Debt Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Debt Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee; and upon the execution
and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Debt 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, upon payment of all sums owed to it, shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Debt 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 instruments that
fully vest in and confirm to such successor Trustee all such rights, powers and trusts referred to
in Subsection (a) or (b) of this Section, as the case may be.



53









 





     (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.



Section 9.12. Merger, Conversion, Consolidation or Succession to Business.




     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Debt 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 Debt Securities so authenticated with the same effect as
if such successor Trustee had itself authenticated such Debt Securities.



Section 9.13. Preferential Collection of Claims Against Company.




     If the Trustee shall be or become a creditor of the Company or any other obligor upon the Debt
Securities (other than by reason of a relationship described in Section 311(b) of the Trust
Indenture Act), the Trustee shall be subject to any and all applicable provisions of the Trust
Indenture Act regarding the collection of claims against the Company or such other obligor. For
purposes of Section 311(b) of the Trust Indenture Act:



     (a) the term “cash transaction” means any transaction in which full payment for goods or
securities sold is made within seven days after delivery of the goods or securities in currency or
in checks or other orders drawn upon banks or bankers and payable upon demand; and



     (b) the term “self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation that is made, drawn, negotiated or incurred by the Company for the purpose of financing
the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise
and that is secured by documents evidencing title to, possession of, or a lien upon, the goods,
wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or
merchandise previously constituting the security, provided the security is received by the Trustee
simultaneously with the creation of the creditor relationship with the Company arising from the
making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.



Section 9.14. Co-Trustees and Separate Trustees.




     At any time or times, for the purpose of meeting the legal requirements of any applicable
jurisdiction, the Company and the Trustee shall have power to appoint, and, upon the written
request of the Trustee or of the Holders of at least 33% in principal amount of the Debt Securities
then Outstanding, the Company shall for such purpose join with the Trustee in the execution and
delivery of all instruments and agreements necessary or proper to appoint, one or more Persons
approved by the Trustee either to act as co-trustee, jointly with the Trustee, or to act as
separate trustee, in either case with such powers as may be provided in the instrument of
appointment,



54









 




and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right
or power deemed necessary or desirable, subject to the other provisions of this Section. If the
Company does not join in such appointment within 15 days after the receipt by it of a request so to
do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have
power to make such appointment.




     Should any written instrument or instruments from the Company be required by any co-trustee or
separate trustee so appointed to more fully confirm to such co-trustee or separate trustee such
property, title, right or power, any and all such instruments shall, on request, be executed,
acknowledged and delivered by the Company.



     Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent
only, be appointed subject to the following conditions:



     (a) the Debt Securities shall be authenticated and delivered, and all rights, powers, duties
and obligations hereunder in respect of the custody of securities, cash and other personal property
held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised
solely, by the Trustee;



     (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in
respect of any property covered by such appointment shall be conferred or imposed upon and
exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate
trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate
trustee, except to the extent that under any law of any jurisdiction in which any particular act is
to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which
event such rights, powers, duties and obligations shall be exercised and performed by such
co-trustee or separate trustee;



     (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence
of the Company, may accept the resignation of or remove any co-trustee or separate trustee
appointed under this Section, and, if an Event of Default shall have occurred and be continuing,
the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or
separate trustee without the concurrence of the Company. Upon the written request of the Trustee,
the Company shall join with the Trustee in the execution and delivery of all instruments and
agreements necessary or proper to effectuate such resignation or removal. A successor to any
co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in
this Section;



     (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any
act or omission of the Trustee, or any other such trustee hereunder, and the Trustee shall have no
liability, personally or in its capacity as Trustee, for any act or omission of any co-trustee or
separate trustee hereunder; and



     (e) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each
such co-trustee and separate trustee.



55









 





Section 9.15. Appointment of Authenticating Agent.




     The Trustee may appoint an Authenticating Agent or Agents with respect to the Debt Securities
of one or more series, or any Tranche thereof, which shall be authorized to act on behalf of the
Trustee to authenticate Debt Securities of such series or Tranche issued upon original issuance,
exchange, registration of transfer or partial redemption thereof or pursuant to Section
3.06, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities
by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States, any state or territory thereof or
the District of Columbia or the Commonwealth of Puerto Rico, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in this Section.



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



     An Authenticating Agent may resign at any time by giving 45 days written notice thereof to the
Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon
receiving such a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section,
the Trustee may appoint a successor Authenticating Agent that shall be 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, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.



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



56









 





     The
provisions of Sections 3.08, 9.04 and 9.05 shall be applicable to
each Authenticating Agent.



     If an appointment with respect to the Debt Securities of one or more series, or any Tranche
thereof, shall be made pursuant to this Section, the Debt Securities of such series or Tranche may
have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate
certificate of authentication substantially in the following form:



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



	 	 	 	 	 
	Date:

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	As Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	As Authenticating Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory






     If all of the Debt Securities of a series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Debt Securities upon original issuance
located in a Place of Payment where the Company wishes to have Debt Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which
writing need not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as
shall be acceptable to the Trustee, an Authenticating Agent having an office in a Place of Payment
designated by the Company with respect to such series of Debt Securities.



ARTICLE X

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




Section 10.01. Lists of Holders.




     Semiannually, not later than                      and                      in each year, commencing with
the year 20___, and at such other times as the Trustee may request in writing, the Company shall
furnish or cause to be furnished to the Trustee information as to the names and addresses of the
Holders, and the Trustee shall preserve such information and similar information received by it in
any other capacity and afford to the Holders access to information so preserved by it, all to such
extent, if any, and in such manner as shall be required by the Trust Indenture Act; provided,
however, that no such list need be furnished so long as the Trustee shall be the Debt Security
Registrar. Every holder of Debt Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them
shall be held accountable by reason of the disclosure of any such



57









 




information as to the names and addresses of the Holders of Debt Securities in accordance with
Section 312 of the Trust Indenture Act, or any successor Section of such Act, regardless of the
source from which such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust
Indenture Act, or any successor Section of such Act.




Section 10.02. Reports by Trustee and Company.




     Annually, not later than                      in each year, commencing                     , the Trustee
shall transmit to the Holders, the Commission and each securities exchange upon which any Debt
Securities are listed, a report, dated as of the next preceding                     , with respect to
any events and other matters described in Section 313(a) of the Trust Indenture Act, in such manner
and to the extent required by the Trust Indenture Act. The Trustee shall transmit to the Holders,
the Commission and each securities exchange upon which any Debt Securities are listed, and the
Company shall file with the Trustee (within 30 days after filing with the Commission in the case of
reports that pursuant to the Trust Indenture Act must be filed with the Commission and furnished to
the Trustee) and transmit to the Holders, such other information, reports and other documents, if
any, at such times and in such manner, as shall be required by the Trust Indenture Act.



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



ARTICLE XI

CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER




Section 11.01. Company May Consolidate, Etc., Only on Certain Terms.




     The Company shall not consolidate with or merge into any other corporation, or convey or
otherwise transfer or lease its properties and assets substantially as an entirety to any Person,
unless



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



     (b) immediately after giving effect to such transaction and treating any indebtedness for
borrowed money that becomes an obligation of the Company as a result of such transaction



58









 




as having been incurred by the Company at the time of such transaction, no Event of Default,
and no event that, after notice or lapse of time or both, would become an Event of Default, shall
have occurred and be continuing; and




     (c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, or other transfer or lease and
such supplemental indenture comply with this Article and that all conditions precedent herein
provided for relating to such transactions have been complied with.



Section 11.02. Successor Corporation Substituted.




     Upon any consolidation by the Company with or merger by the Company into any other corporation
or any conveyance or other transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 11.01, the successor corporation
formed by such consolidation or into which the Company is merged or the Person to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Debt Securities Outstanding hereunder.



ARTICLE XII

SUPPLEMENTAL INDENTURES




Section 12.01. Supplemental Indentures Without Consent of Holders.




     Without the consent of any Holders, the Company and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:



     (a) to evidence the succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company herein and in the Debt Securities, all as provided in
Article XI; or



     (b) to add one or more covenants of the Company or other provisions for the benefit of all
Holders or for the benefit of the Holders of, or to remain in effect only so long as there shall be
Outstanding, Debt Securities of one or more specified series, or one or more specified Tranches
thereof, or to surrender any right or power herein conferred upon the Company; or



     (c) to add any additional Events of Default with respect to all or any series of Debt
Securities Outstanding hereunder; or



     (d) to change or eliminate any provision of this Indenture or to add any new provision to this
Indenture; provided, however, that if such change, elimination or addition shall adversely affect
the interests of the Holders of Debt Securities of any series or Tranche Outstanding on the date of
such indenture supplemental hereto in any material respect, such change, elimination or addition
shall become effective with respect to such series or Tranche only pursuant to the



59









 




provisions of Section 12.02 hereof or when no Debt Security of such series or Tranche
remains Outstanding; or




     (e) to provide collateral security for the Debt Securities of any series or Tranche; or



     (f) to establish the form or terms of Debt Securities of any series or Tranche as contemplated
by Sections 2.01 and 3.01; or



     (g) to provide for the authentication and delivery of bearer securities and coupons
appertaining thereto representing interest, if any, thereon and for the procedures for the
registration, exchange and replacement thereof and for the giving of notice to, and the
solicitation of the vote or consent of, the holders thereof, and for any and all other matters
incidental thereto; or



     (h) to evidence and provide for the acceptance of appointment hereunder by a separate or
successor Trustee with respect to the Debt Securities of one or more series and to add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 9.11(b); or



     (i) to provide for the procedures required to permit the Company to utilize, at its option, a
non-certificated system of registration for all, or any series or Tranche of, the Debt Securities;
or to provide for the authentication and delivery of bearer securities and coupons appertaining
thereto representing interest, if any, thereon and for the procedures for the registration,
exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote
or consent of, the holders thereof, and for any and all other matters incidental thereto; or



     (j) to change any place or places where (1) the principal of and premium, if any, and interest
(including Additional Interest), if any, on all or any series of Debt Securities, or any Tranche
thereof, shall be payable, (2) all or any series of Debt Securities, or any Tranche thereof, may be
surrendered for registration of transfer, (3) all or any series of Debt Securities, or any Tranche
thereof, may be surrendered for exchange and (4) notices and demands to or upon the Company in
respect of all or any series of Debt Securities, or any Tranche thereof, and this Indenture may be
served; or



     (k) to cure any ambiguity or to correct or supplement any provision herein that may be
defective or inconsistent with any other provision herein; provided that no such changes or
additions shall adversely affect the interests of the Holders of Debt Securities of any series or
Tranche in any material respect.



     Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at
the date of the execution and delivery of this Indenture or at any time thereafter shall be amended
and



     (x) if any such amendment shall require one or more changes to any provisions hereof or the
inclusion herein of any additional provisions, or shall by operation of law be deemed to effect
such changes or incorporate such provisions by reference or otherwise, this



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Indenture shall be deemed to have been amended so as to conform to such amendment to the Trust
Indenture Act, and the Company and the Trustee may, without the consent of any Holders, enter into
an indenture supplemental hereto to effect or evidence such changes or additional provisions; or




     (y) if any such amendment shall permit one or more changes to, or the elimination of, any
provisions hereof that, at the date of the execution and delivery hereof or at any time thereafter,
are required by the Trust Indenture Act to be contained herein, this Indenture shall be deemed to
have been amended to effect such changes or elimination, and the Company and the Trustee may,
without the consent of any Holders, enter into an indenture supplemental hereto to evidence such
amendment hereof, provided such amendment does not have a material adverse effect on any Holders.



Section 12.02. Supplemental Indentures With Consent of Holders.




     With the consent of the Holders of not less than a majority in aggregate principal amount of
the Debt Securities of all series then Outstanding under this Indenture, considered as one class,
by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture; provided, however, that if there shall be Debt Securities of more
than one series Outstanding hereunder and if a proposed supplemental indenture shall directly
affect the rights of the Holders of Debt Securities of one or more, but less than all, of such
series, then the consent only of the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of all series so directly affected, considered as one class, shall be
required; and provided, further, that if the Debt Securities of any series shall have been issued
in more than one Tranche and if the proposed supplemental indenture shall directly affect the
rights of the Holders of Debt Securities of one or more, but less than all, of such Tranches, then
the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of all Tranches so directly affected, considered as one class, shall be required; and
provided, further, that no such supplemental indenture shall:



     (a) change the Stated Maturity of the principal of, or any installment of principal of or
interest (including Additional Interest) on [(except as provided in Section 3.12)]* any
Debt Security, or reduce the principal amount thereof or the rate of interest thereon (or the
amount of any installment of interest thereon) or change the method of calculating such rate or
reduce any premium payable upon the redemption thereof, or reduce the amount of the principal of a
Discount Debt Security that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 8.02, or change the coin or currency (or other
property) in which any Debt Security or any premium or the interest (including Additional Interest)
thereon is payable, or impair the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity of any Debt Security (or, in the case of redemption, on or after
the Redemption Date), without, in any such case, the consent of the Holder of such Debt Security,
or



     (b) reduce the percentage in principal amount of the Outstanding Debt Securities of any series
or any Tranche thereof, the consent of the Holders of which is required for any such supplemental
indenture, or the consent of the Holders of which is required for any waiver of



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compliance with any provision of this Indenture or of any default hereunder and its
consequences, or reduce the requirements of Section 13.04 for quorum or voting, without, in
any such case, the consent of the Holders of each Outstanding Debt Security of such series or
Tranche, or




     (c) modify any of the provisions of this Section, Section 6.07 or Section 8.13
with respect to the Debt Securities of any series, or any Tranche thereof (except to increase the
percentages in principal amount referred to in this Section or such other Sections or to provide
that other provisions of this Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Debt Security affected thereby); provided, however, that this clause
shall not be deemed to require the consent of any Holder with respect to changes in the references
to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in
accordance with the requirements of Sections 9.11(b), 9.14 and 12.01(h).



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



     Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the
execution of any such supplemental indenture, compliance by the Company with Section 12.03
hereof, and the filing with the Trustee of evidence of the consent of the Holders of the Debt
Securities required hereunder with respect to the proposed supplemental indenture, the Trustee
shall join with the Company in the execution of such supplemental indenture unless the 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.



     It shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof. A waiver by a Holder of such Holder’s right to consent under this Section
shall be deemed to be a consent of such Holder.



Section 12.03. Execution of Supplemental Indentures.




     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be provided and (subject to Section 9.01) shall be fully protected in relying
upon an Officer’s Certificate and Opinion of Counsel, each stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.



Section 12.04. Effect of Supplemental Indentures.




     Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Debt Securities theretofore or thereafter



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authenticated and delivered hereunder shall be bound thereby. Any supplemental indenture
permitted by this Article may restate this Indenture in its entirety, and, upon the execution and
delivery thereof, any such restatement shall supersede this Indenture as theretofore in effect for
all purposes.




Section 12.05. Conformity With Trust Indenture Act.




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



Section 12.06. Reference in Debt Securities to Supplemental Indentures.




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



Section 12.07. Modification without Supplemental Indenture.




     If the terms of any particular series of Debt Securities shall have been established in a
Board Resolution or an Officer’s Certificate pursuant to a Board Resolution as contemplated by
Section 3.01, and not in an indenture supplemental hereto, additions to, changes in or the
elimination of any of such terms may be effected by means of a supplemental Board Resolution or
Officer’s Certificate, as the case may be, delivered to, and accepted by, the Trustee; provided,
however, that such supplemental Board Resolution or Officer’s Certificate shall not be accepted by
the Trustee or otherwise be effective unless all conditions set forth in this Indenture that would
be required to be satisfied if such additions, changes or elimination were contained in a
supplemental indenture shall have been appropriately satisfied. Upon the acceptance thereof by the
Trustee, any such supplemental Board Resolution or Officer’s Certificate shall be deemed to be a
“supplemental indenture” for purposes of Sections 12.04 and 12.06.



ARTICLE XIII

MEETINGS OF HOLDERS; ACTION WITHOUT MEETING




Section 13.01. Purposes for which Meetings may be Called.




     A meeting of Holders of Debt Securities of one or more, or all, series, or any Tranche or
Tranches thereof, may be called at any time and from time to time pursuant to this Article to make,
give or take any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Debt Securities of such series
or Tranches.



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Section 13.02. Call, Notice and Place of Meetings.




     (a) The Trustee may at any time call a meeting of Holders of Debt Securities of one or more,
or all, series, or any Tranche or Tranches thereof, for any purpose specified in Section
13.01, to be held at such time and at such place in the Borough of Manhattan, The City of New
York, as the Trustee shall determine, or, with the approval of the Company, at any other place.
Notice of every such meeting, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the manner provided in
Section 1.06, not less than 21 nor more than 180 days prior to the date fixed for the
meeting.



     (b) If the Trustee shall have been requested to call a meeting of the Holders of Debt
Securities of one or more, or all, series, or any Tranche or Tranches thereof, by the Company or by
the Holders of at least 33% in aggregate principal amount of all of such series and Tranches,
considered as one class, for any purpose specified in Section 13.01, by written request
setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee
shall not have given the notice of such meeting within 21 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company
or the Holders of Debt Securities of such series and Tranches in the amount above specified, as the
case may be, may determine the time and the place in the Borough of Manhattan, The City of New
York, or in such other place as shall be determined or approved by the Company, for such meeting
and may call such meeting for such purposes by giving notice thereof as provided in Subsection (a)
of this Section.



     (c) Any meeting of Holders of Debt Securities of one or more, or all, series, or any Tranche
or Tranches thereof, shall be valid without notice if the Holders of all Outstanding Debt
Securities of such series or Tranches are present in person or by proxy and if representatives of
the Company and the Trustee are present, or if notice is waived in writing before or after the
meeting by the Holders of all Outstanding Debt Securities of such series, or by such of them as are
not present at the meeting in person or by proxy, and by the Company and the Trustee.



Section 13.03. Persons Entitled to Vote at Meetings.




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



Section 13.04. Quorum; Action.




     The Persons entitled to vote a majority in aggregate principal amount of the Outstanding Debt
Securities of the series and Tranches with respect to which a meeting shall have been called as
hereinbefore provided, considered as one class, shall constitute a quorum for a meeting of



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Holders
of Debt Securities of such series and Tranches; provided, however, that if any action is
to be taken at such meeting that this Indenture expressly provides may be taken by the Holders
of a specified percentage, which is less than a majority, in principal amount of the Outstanding
Debt Securities of such series and Tranches, considered as one class, the Persons entitled to vote
such specified percentage in principal amount of the Outstanding Debt Securities of such series and
Tranches, considered as one class, shall constitute a quorum. In the absence of a quorum within
one hour of the time appointed for any such meeting, the meeting shall, if convened at the request
of Holders of Debt Securities of such series and Tranches, be dissolved. In any other case the
meeting may be adjourned for such period as may be determined by the chairman of the meeting prior
to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for such period as may be determined by the chairman of
the meeting prior to the adjournment of such adjourned meeting. Except as provided by Section
13.05(e), notice of the reconvening of any meeting adjourned for more than 30 days shall be
given as provided in Section 13.02(a) not less than ten days prior to the date on which the
meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall
state expressly the percentage, as provided above, of the principal amount of the Outstanding Debt
Securities of such series and Tranches that shall constitute a quorum.



     Except as limited by Section 12.02, any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the
affirmative vote of the Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of the series and Tranches with respect to which such meeting shall have been called,
considered as one class; provided, however, that, except as so limited, any resolution with respect
to any action that this Indenture expressly provides may be taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the Outstanding Debt Securities
of such series and Tranches, considered as one class, may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of
the Holders of such specified percentage in principal amount of the Outstanding Debt Securities of
such series and Tranches, considered as one class.



     Any resolution passed or decision taken at any meeting of Holders of Debt Securities duly held
in accordance with this Section shall be binding on all the Holders of Debt Securities of the
series and Tranches with respect to which such meeting shall have been held, whether or not present
or represented at the meeting.



Section 13.05. Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings.




     (a) Attendance at meetings of Holders of Debt Securities may be in person or by proxy; and, to
the extent permitted by law, any such proxy shall remain in effect and be binding upon any future
Holder of the Debt Securities with respect to which it was given unless and until specifically
revoked by the Holder or future Holder of such Debt Securities before being voted.



     (b) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of Debt Securities in
regard to proof of the holding of such Debt Securities and of the appointment of



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proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Debt Securities shall be proved in
the manner specified in Section 1.04 and the appointment of any proxy shall be proved in
the manner specified in Section 1.04. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid and genuine without
the proof specified in Section 1.04 or other proof.



     (c) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders as provided in
Section 13.02(b), in which case the Company or the Holders of Debt Securities of the series
and Tranches calling the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote
of the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Debt
Securities of all series and Tranches represented at the meeting, considered as one class.



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



     (e) Any meeting duly called pursuant to Section 13.02 at which a quorum is present may
be adjourned from time to time by Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Debt Securities of all series and Tranches represented at the meeting,
considered as one class; and the meeting may be held as so adjourned without further notice.



Section 13.06. Counting Votes and Recording Action of Meetings.




     The vote upon any resolution submitted to any meeting of Holders shall be by written ballots
on which shall be subscribed the signatures of the Holders or of their representatives by proxy and
the principal amounts and serial numbers of the Outstanding Debt Securities, of the series and
Tranches with respect to which the meeting shall have been called, held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all
votes cast at the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports of all votes cast at the meeting. A record
of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of votes on any vote
by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was given as provided in
Section 13.02 and, if applicable, Section 13.04. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy
shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.



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Section 13.07. Action Without Meeting.




     In lieu of a vote of Holders at a meeting as hereinbefore contemplated in this Article, any
request, demand, authorization, direction, notice, consent, waiver or other action may be made,
given or taken by Holders by written instruments as provided in Section 1.04.



ARTICLE XIV

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS




Section 14.01. Liability Solely Corporate.




     No recourse shall be had for the payment of the principal of or premium, if any, or interest
(including Additional Interest), if any, on any Debt Securities, or any part thereof, or for any
claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or
upon any obligation, covenant or agreement under this Indenture, against any incorporator,
stockholder, officer or director, as such, past, present or future, of the Company or of any
predecessor or successor corporation (either directly or through the Company or a predecessor or
successor corporation), whether by virtue of any constitutional provision, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and
understood that this Indenture and all the Debt Securities are solely corporate obligations, and
that no personal liability whatsoever shall attach to, or be incurred by, any incorporator,
stockholder, officer or director, past, present or future, of the Company or of any predecessor or
successor corporation, either directly or indirectly through the Company or any predecessor or
successor corporation, because of the indebtedness hereby authorized or under or by reason of any
of the obligations, covenants or agreements contained in this Indenture or in any of the Debt
Securities or to be implied herefrom or therefrom, and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the consideration for, the
execution of this Indenture and the issuance of the Debt Securities.



ARTICLE XV

[SUBORDINATION OF SECURITIES]*




Section 15.01. Securities Subordinate to Senior Indebtedness.




     [The Company, for itself, its successors and assigns, covenants and agrees, and each Holder of
the Debt Securities of each series, by its acceptance thereof, likewise covenants and agrees, that
the payment of the principal of and premium, if any, and interest, if any, on each and all of the
Debt Securities is hereby expressly subordinated, to the extent and in the manner set forth in this
Article, in right of payment to the prior payment in full of all Senior Indebtedness.



     Each Holder of the Debt Securities of each series, by its acceptance thereof, authorizes and
directs the Trustee on its behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article, and appoints the Trustee its
attorney-in-fact for any and all such purposes.



     Without limiting the generality of the foregoing, nothing contained in this Article shall
restrict the right of the Trustee or the Holders of Debt Securities to take any action to declare
the



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Debt Securities to be due and payable prior to their stated maturity pursuant to Section
8.02 or to pursue any rights or remedies hereunder; provided, however, that all Senior
Indebtedness then due and payable shall first be paid in full before the Holders of the Debt
Securities or the Trustee are entitled to receive any direct or indirect payment from the Company
of principal of, or premium, if any, or interest on the Debt Securities.




Section 15.02. Payment Over of Proceeds of Securities.




     In the event (a) of any insolvency or bankruptcy proceedings or any receivership, liquidation,
reorganization or other similar proceedings in respect of the Company or a substantial part of its
property, or of any proceedings for liquidation, dissolution or other winding up of the Company,
whether or not involving insolvency or bankruptcy, whether voluntary or involuntary or (b) subject
to the provisions of Section 15.03, that (i) a default shall have occurred with respect to
the payment of principal of or interest on or other monetary amounts due and payable on any Senior
Indebtedness, or (ii) there shall have occurred a default (other than a default in the payment of
principal or interest or other monetary amounts due and payable) in respect of any Senior
Indebtedness, as defined therein or in the instrument under which the same is outstanding,
permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse
of time, or both), and such default shall have continued beyond the period of grace, if any, in
respect thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), such default
shall not have been cured or waived or shall not have ceased to exist, and, in the case of
subclause (ii) of this clause (b), the maturity of such Senior Indebtedness shall have been
accelerated in accordance with the default provisions thereof or (c) that the principal of and
accrued interest on the Debt Securities of any series shall have been declared due and payable
pursuant to Section 8.01 and such declaration shall not have been rescinded and annulled as
provided in Section 8.02, then:




     (1) the holders of all Senior Indebtedness shall first be entitled to receive payment
of the full amount due thereon, or provision shall be made for such payment in money or
money’s worth, before the Holders of any of the Debt Securities are entitled to receive a
payment on account of the principal of or interest on the indebtedness evidenced by the Debt
Securities, including, without limitation, any payments made pursuant to Articles IV
and V;




     (2) any payment by, or distribution of assets of, the Company of any kind or character,
whether in cash, property or securities, to which any Holder or the Trustee would be
entitled except for the provisions of this Article, shall be paid or delivered by the person
making such payment or distribution, whether a trustee in bankruptcy, a receiver or
liquidating trustee or otherwise, directly to the holders of such Senior Indebtedness or
their representative or representatives or to the trustee or trustees under any indenture
under which any instruments evidencing any of such Senior Indebtedness may have been issued,
ratably according to the aggregate amounts remaining unpaid on account of such Senior
Indebtedness held or represented by each, to the extent necessary to make payment in full of
all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or
distribution (or provision therefor) to the holders of such Senior Indebtedness, before any
payment or distribution is made to the Holder of the indebtedness evidenced by the Debt
Securities or to the Trustee under this Indenture; and



68









 






     (3) in the event that, notwithstanding the foregoing, any payment by, or distribution
of assets of, the Company of any kind or character, whether in cash, property or securities,
in respect of principal of or interest on the Debt Securities or in connection with any
repurchase by the Company of the Debt Securities, shall be received by the Trustee or any
Holder before all Senior Indebtedness is paid in full to the extent required by Subsection
(1) of this Section 15.02, or provision is made for such payment in money or money’s
worth, such payment or distribution in respect of principal of or interest on the Debt
Securities or in connection with any repurchase by the Company of the Debt Securities shall
be paid over to the holders of such Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which any
instruments evidencing any such Senior Indebtedness may have been issued, ratably as
aforesaid, for application to the payment of all Senior Indebtedness remaining unpaid until
all such Senior Indebtedness shall have been paid in full, after giving effect to any
concurrent payment or distribution (or provision therefor) to the holders of such Senior
Indebtedness.



     Notwithstanding the foregoing, at any time after the 123rd day following the date of deposit
of cash or Eligible Obligations pursuant to Section 7.01 (provided all conditions set out
in such Section shall have been satisfied), the funds so deposited and any interest thereon will
not be subject to any rights of holders of Senior Indebtedness, including, without limitation,
those arising under this Article; provided that no event described in clauses (e) and (f) of
Section 8.01 with respect to the Company has occurred during such 123-day period.



     For purposes of this Article only, the words “cash, property or securities” shall not be
deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the
Company or any other corporation provided for by a plan of reorganization or readjustment that are
subordinate in right of payment to all Senior Indebtedness that may at the time be outstanding to
the same extent as, or to a greater extent than, the Debt Securities are so subordinated as
provided in this Article. The consolidation of the Company with, or the merger of the Company
into, another corporation or the liquidation or dissolution of the Company following the conveyance
or transfer of its property as an entirety, or substantially as an entirety, to another corporation
upon the terms and conditions provided for in Article XI hereof shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this Section
15.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article XI hereof. Nothing in Section
15.01 or in this Section 15.02 shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 9.07.



Section 15.03. Disputes with Holders of Certain Senior Indebtedness.




     Any failure by the Company to make any payment on or perform any other obligation in respect
of Senior Indebtedness, other than any indebtedness incurred by the Company or assumed or
guaranteed, directly or indirectly, by the Company for money borrowed (or any deferral, renewal,
extension or refunding thereof) or any other obligation as to which the provisions of this Section
shall have been waived by the Company in the instrument or instruments by which the Company
incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be
deemed a default under clause (b) of Section 15.02 if



69









 




(i) the Company shall be disputing its obligation to make such payment or perform such obligation
and (ii) either (A) no final judgment relating to such dispute shall have been issued against the
Company that is in full force and effect and is not subject to further review, including a judgment
that has become final by reason of the expiration of the time within which a party may seek further
appeal or review, or (B) in the event that a judgment that is subject to further review or appeal
has been issued, the Company shall in good faith be prosecuting an appeal or other proceeding for
review and a stay of execution shall have been obtained pending such appeal or review.




Section 15.04. Subrogation.




     Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof
shall have received cash (or securities or other property satisfactory to such holders) in full
payment of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior
Indebtedness, the Holders of the Debt Securities shall be subrogated to the rights of the holders
of Senior Indebtedness to receive any further payments or distributions of cash, property or
securities of the Company applicable to the holders of the Senior Indebtedness until all amounts
owing on the Debt Securities shall be paid in full; and such payments or distributions of cash,
property or securities received by the Holders of the Debt Securities, by reason of such
subrogation, which otherwise would be paid or distributed to the holders of such Senior
Indebtedness shall, as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders, be deemed to be a payment by the Company to or on account of Senior
Indebtedness, it being understood that the provisions of this Article are and are intended solely
for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of
the Senior Indebtedness, on the other hand.



     If any payment or distribution to which the Holders of the Debt Securities would otherwise
have been entitled but for the provisions of this Article shall have been applied, pursuant to the
provisions of this Article, to the payment of amounts payable under Senior Indebtedness, then and
in such case, the Holders of the Debt Securities shall be entitled to receive from the holders of
such Senior Indebtedness any payments or distributions received by such holders of Senior
Indebtedness in excess of the amount required to make payment to the extent required by Section
15.02, or provision for payment, of such Senior Indebtedness.



Section 15.05. Unconditional Obligation of the Company.




     Nothing contained in this Article or elsewhere in this Indenture or in the Debt Securities is
intended to or shall impair, as among the Company, its creditors other than the holders of Senior
Indebtedness and the Holders, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders the principal of and interest on the Debt Securities as and when the same
shall become due and payable in accordance with their terms, or is intended to or shall affect the
relative rights of the Holders and creditors of the Company other than the holders of Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or any Holder from
exercising all remedies otherwise permitted by applicable law upon default under this Indenture,
subject to the rights, if any, under this Article of the holders of Senior Indebtedness in respect
of cash, property or securities of the Company received upon the exercise of any such remedy.



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



Section 15.06. Priority of Senior Indebtedness Upon Maturity.




     Upon the maturity of the principal of any Senior Indebtedness by lapse of time, acceleration
or otherwise, all matured principal of Senior Indebtedness and interest and premium, if any,
thereon shall first be paid in full before any payment of principal or premium or interest, if any,
is made upon the Debt Securities or before any Debt Securities can be acquired by the Company or
any sinking fund payment is made with respect to the Debt Securities (except that required sinking
fund payments may be reduced by Debt Securities acquired before such maturity of such Senior
Indebtedness).



Section 15.07. Trustee as Holder of Senior Indebtedness.




     The Trustee shall be entitled to all rights set forth in this Article with respect to any
Senior Indebtedness at any time held by it, to the same extent as any other holder of Senior
Indebtedness. Nothing in this Article shall deprive the Trustee of any of its rights as such
holder.



Section 15.08. Notice to Trustee to Effectuate Subordination.




     The Company shall give prompt written notice to the Trustee of any fact known to the Company
that would prohibit the making of any payment to or by the Trustee in respect of the Debt
Securities pursuant to the provisions of this Article. Notwithstanding the provisions of this
Article or any other provision of the Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment of moneys to or by the
Trustee unless and until the Trustee shall have received written notice thereof from the Company,
from a Holder or from a holder of any Senior Indebtedness or from any representative or
representatives of such holder and, prior to the receipt of any such written notice, the Trustee
shall be entitled, subject to Section 9.01, in all respects to assume that no such facts
exist; provided, however, that, if prior to the fifth Business Day preceding the date upon which by
the terms hereof any such moneys may become payable for any purpose, or in the event of the
execution of an instrument pursuant to Section 7.02 acknowledging satisfaction and
discharge of this Indenture, then if prior to the second Business Day preceding the date of such
execution, the Trustee shall not have received with respect to such moneys the notice provided for
in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee may,
in its discretion, receive such moneys and/or apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary, which may be received by it on
or after such date; provided, however, that no such application shall affect the obligations under
this Article of the persons receiving such moneys from the Trustee.



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Section 15.09. Modification, Extension, Etc. of Senior Indebtedness.




     The holders of Senior Indebtedness may, without affecting in any manner the subordination of
the payment of the principal of and premium, if any, and interest, if any, on the Debt Securities,
at any time or from time to time and in their absolute discretion, agree with the Company to change
the manner, place or terms of payment, change or extend the time of payment of, or renew or alter,
any Senior Indebtedness, or amend or supplement any instrument pursuant to which any Senior
Indebtedness is issued, or exercise or refrain from exercising any other of their rights under the
Senior Indebtedness, including, without limitation, the waiver of default thereunder, all without
notice to or assent from the Holders or the Trustee.



Section 15.10. Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness.




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



Section 15.11. Paying Agents other than the Trustee.




     In case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case
(unless the context shall otherwise require) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named
in this Article in addition to or in place of the Trustee; provided, however, that Sections
15.07, 15.08 and 15.10 shall not apply to the Company if it acts as Paying
Agent.



Section 15.12. Rights of Holders of Senior Indebtedness Not Impaired.




     No right of any present or future holder of Senior Indebtedness to enforce the subordination
herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on
the part of the Company or by any noncompliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.



Section 15.13. This Article Not To Prevent Events of Default.




     The failure to make a payment on account of principal of, or premium, if any, or interest on
the Debt Securities by reason of any provision of this Article shall not be construed as preventing
the occurrence of an Event of Default specified in paragraph (a) or (b) of Section 8.01.



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Section 15.14. Effect of Subordination Provisions; Termination.




     Notwithstanding anything contained herein to the contrary, other than as provided in the
immediately succeeding sentence, all the provisions of this Indenture shall be subject to the
provisions of this Article, so far as the same may be applicable thereto.



     Notwithstanding anything contained herein to the contrary, the provisions of this Article
XV shall be of no further effect, and the Debt Securities shall no longer be subordinated in
right of payment to the prior payment of Senior Indebtedness, if the Company shall have delivered
to the Trustee a notice to such effect. Any such notice delivered by the Company shall not be
deemed to be a supplemental indenture for purposes of Article XII.]*



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



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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and attested, all as of the day and year
first above written.



	 	 	 	 	 
	 	3D SYSTEMS CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	[SEAL]	 	 
	 
	 	 	 	 
	[ATTEST]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






(Trustee’s Signature Page Follows)






 









 








	 	 	 	 	 
	 	 	                                                            , Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Representative
	 
	 	 	 	 
	[SEAL]
	 	 	 	 
	 
	 	 	 	 
	[ATTEST]
	 	 	 	 
	 
	 


	 	 	 	 
	Authorized Representative