EX-4.5





Exhibit 4.5



AMERICAN FINANCIAL GROUP, INC.




U.S. BANK, NATIONAL ASSOCIATION,

Trustee




INDENTURE




Dated as of                     , 2009




Subordinated Debt Securities




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Article 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	1	 
	Section 1.1

	 	Definitions
	 	 	1	 
	Section 1.2

	 	Compliance Certificates and Opinions
	 	 	8	 
	Section 1.3

	 	Form of Documents Delivered to Trustee Delivered to Trustee
	 	 	8	 
	Section 1.4

	 	Acts of Holders
	 	 	9	 
	Section 1.5

	 	Notices, Etc., to Trustee and Company
	 	 	10	 
	Section 1.6

	 	Notice to Holders; Waiver
	 	 	10	 
	Section 1.7

	 	Conflict with Trust Indenture Act
	 	 	10	 
	Section 1.8

	 	Effect of Headings and Table of Contents
	 	 	11	 
	Section 1.9

	 	Successors and Assigns
	 	 	11	 
	Section 1.10

	 	Separability Clause
	 	 	11	 
	Section 1.11

	 	Benefits of Indenture
	 	 	11	 
	Section 1.12

	 	Governing Law
	 	 	11	 
	Section 1.13

	 	Non-Business Day
	 	 	11	 
	Section 1.14

	 	Immunity of Incorporators, Shareholders, Officers and Directors
	 	 	11	 
	 
	 	 	 	 	 	 
	Article 2. DEBT SECURITY FORM	 	 	12	 
	Section 2.1

	 	Form of Debt Securities
	 	 	12	 
	Section 2.2

	 	Form of Trustee’s Certificate of Authentication
	 	 	13	 
	Section 2.3

	 	Debt Securities in Global Form
	 	 	13	 
	 
	 	 	 	 	 	 
	Article 3. THE DEBT SECURITIES	 	 	13	 
	Section 3.1

	 	Title; Payment and Terms
	 	 	14	 
	Section 3.2

	 	Denominations
	 	 	16	 
	Section 3.3

	 	Execution, Authentication, Delivery and Dating
	 	 	16	 
	Section 3.4

	 	Temporary Debt Securities and Exchange of Debt Securities
	 	 	17	 
	Section 3.5

	 	Registration, Registration of Transfer and Exchange
	 	 	18	 
	Section 3.6

	 	Mutilated, Destroyed, Lost and Stolen Debt Securities
	 	 	20	 
	Section 3.7

	 	Payment of Interest; Interest Rights Preserved
	 	 	21	 
	Section 3.8

	 	Persons Deemed Owners
	 	 	22	 
	Section 3.9

	 	Cancellation
	 	 	22	 
	Section 3.10

	 	Computation of Interest
	 	 	23	 
	 
	 	 	 	 	 	 
	Article 4. SATISFACTION AND DISCHARGE	 	 	23	 
	Section 4.1

	 	Satisfaction and Discharge of Debt Securities of any Series
	 	 	23	 
	Section 4.2

	 	Application of Trust Money
	 	 	25	 
	Section 4.3

	 	Satisfaction and Discharge of Indenture
	 	 	25	 
	Section 4.4

	 	Reinstatement
	 	 	26	 
	 
	 	 	 	 	 	 
	Article 5. REMEDIES	 	 	26	 
	Section 5.1

	 	Events of Default
	 	 	26	 
	Section 5.2

	 	Acceleration of Maturity; Rescission and Annulment
	 	 	28	 
	Section 5.3

	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	29	 
	Section 5.4

	 	Trustee May File Proofs of Claim
	 	 	30	 
	Section 5.5

	 	Trustee May Enforce Claims Without Possession of Debt Securities
	 	 	31	 
	Section 5.6

	 	Application of Money Collected
	 	 	31	 
	Section 5.7

	 	Limitation on Suits
	 	 	32	 
	Section 5.8

	 	Unconditional Right of Holders to
Receive Principal (and Premium, if any) and Interest, if any
	 	 	32	 
	Section 5.9

	 	
Restoration of Rights and Remedies
	 	 	32	 
	Section 5.10

	 	Rights and Remedies Cumulative
	 	 	33	 
	Section 5.11

	 	Delay or Omission Not Waiver
	 	 	33	 
	Section 5.12

	 	Control by Holders
	 	 	33	 
	Section 5.13

	 	Waiver of Past Defaults
	 	 	33	 
	Section 5.14

	 	Waiver of Stay or Extension Laws
	 	 	34	 






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	Section 5.15

	 	Undertaking for Costs
	 	 	34	 
	 
	 	 	 	 	 	 
	Article 6. THE TRUSTEE	 	 	34	 
	Section 6.1

	 	Certain Duties and Responsibilities
	 	 	34	 
	Section 6.2

	 	Notice of Defaults
	 	 	35	 
	Section 6.3

	 	Certain Rights of Trustee
	 	 	36	 
	Section 6.4

	 	Not Responsible for Recitals or Issuance of Debt Securities
	 	 	37	 
	Section 6.5

	 	May Hold Debt Securities
	 	 	37	 
	Section 6.6

	 	Money Held in Trust
	 	 	37	 
	Section 6.7

	 	Compensation and Reimbursement
	 	 	37	 
	Section 6.8

	 	Disqualification; Conflicting Interests
	 	 	38	 
	Section 6.9

	 	Corporate Trustee Required, Different Trustees for Different Series; Eligibility
	 	 	38	 
	Section 6.10

	 	Resignation and Removal; Appointment of Successor
	 	 	38	 
	Section 6.11

	 	Acceptance of Appointment by Successor
	 	 	40	 
	Section 6.12

	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	41	 
	Section 6.13

	 	Preferential Collection of Claims Against Company
	 	 	41	 
	Section 6.14

	 	Authenticating Agents
	 	 	42	 
	 
	 	 	 	 	 	 
	Article 7. HOLDERS’ REPORTS BY TRUSTEE AND COMPANY	 	 	43	 
	Section 7.1

	 	Preservation of Information; Company to Furnish Trustee Names and Addresses of
Holders
	 	 	43	 
	Section 7.2

	 	Communications to Holders
	 	 	43	 
	Section 7.3

	 	Reports by Trustee
	 	 	43	 
	Section 7.4

	 	Reports by Company
	 	 	44	 
	 
	 	 	 	 	 	 
	Article 8. CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER	 	 	44	 
	Section 8.1

	 	Company May Consolidate, Etc., Only on Certain Terms
	 	 	44	 
	Section 8.2

	 	Successor Corporation Substituted
	 	 	45	 
	 
	 	 	 	 	 	 
	Article 9. SUPPLEMENTAL INDENTURES	 	 	45	 
	Section 9.1

	 	Supplemental Indentures Without Consent of Holders
	 	 	45	 
	Section 9.2

	 	Supplemental Indentures With Consent of Holders
	 	 	46	 
	Section 9.3

	 	Execution of Supplemental Indentures
	 	 	47	 
	Section 9.4

	 	Effect of Supplemental Indentures
	 	 	47	 
	Section 9.5

	 	Conformity With Trust Indenture Act
	 	 	48	 
	Section 9.6

	 	Reference in Debt Securities to Supplemental Indentures
	 	 	48	 
	 
	 	 	 	 	 	 
	Article 10. COVENANTS	 	 	48	 
	Section 10.1

	 	Payment of Principal (and Premium, if any) and Interest, if any
	 	 	48	 
	Section 10.2

	 	Maintenance of Office or Agency
	 	 	48	 
	Section 10.3

	 	Money for Debt Securities Payments to Be Held in Trust
	 	 	49	 
	Section 10.4

	 	Payment of Taxes and Other Claims
	 	 	50	 
	Section 10.5

	 	Maintenance of Properties
	 	 	50	 
	Section 10.6

	 	Corporate Existence
	 	 	51	 
	Section 10.7

	 	Waiver of Certain Covenants
	 	 	51	 
	 
	 	 	 	 	 	 
	Article 11. REDEMPTION OF DEBT SECURITIES	 	 	51	 
	Section 11.1

	 	Applicability of This Article
	 	 	51	 
	Section 11.2

	 	Election to Redeem; Notice to Trustee
	 	 	51	 
	Section 11.3

	 	Selection by Debt Security Registrar of Debt Securities to Be Redeemed
	 	 	52	 
	Section 11.4

	 	Notice of Redemption
	 	 	52	 
	Section 11.5

	 	Deposit of Redemption Price
	 	 	53	 
	Section 11.6

	 	Debt Securities Payable on Redemption Date
	 	 	53	 
	Section 11.7

	 	Debt Securities Redeemed in Part
	 	 	53	 
	 
	 	 	 	 	 	 
	Article 12. SINKING FUNDS SECTION	 	 	54	 
	Section 12.1

	 	Applicability of This Article
	 	 	54	 






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	Section 12.2

	 	Satisfaction of Sinking Fund Payments With Debt Securities
	 	 	54	 
	Section 12.3

	 	Redemption of Debt Securities for Sinking Fund
	 	 	54	 
	 
	 	 	 	 	 	 
	Article 13. Subordination of securities	 	 	55	 
	Section 13.1

	 	Debt Securities to Senior Indebtedness
	 	 	55	 
	Section 13.2

	 	Default on Senior Indebtedness
	 	 	55	 
	Section 13.3

	 	Liquidation; Dissolution; Bankruptcy
	 	 	55	 
	Section 13.4

	 	Subrogation
	 	 	57	 
	Section 13.5

	 	Trustee to Effectuate Subordination
	 	 	58	 
	Section 13.6

	 	Notice by the Company
	 	 	58	 
	Section 13.7

	 	Rights of the Trustee; Holders of Senior Indebtedness
	 	 	59	 
	Section 13.8

	 	Subordination May Not be Impaired
	 	 	59	 






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AMERICAN FINANCIAL GROUP, INC.




     Reconciliation and tie showing the location in the Indenture dated as of                     , 2009
of the provisions inserted pursuant to Sections 310 through 318(a), inclusive, of the Trust
Indenture Act of 1939.



	 	 	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	Section 310

	 	(a)(1)
	 	 	6.9	 
	 

	 	(a)(2)
	 	 	6.9	 
	 

	 	(a)(3)
	 	Not Applicable

	 

	 	(a)(4)
	 	Not Applicable

	 

	 	(b)
	 	 	6.8; 6.10	(d)
	 

	 	(c)
	 	Not Applicable

	Section 311

	 	(a)
	 	 	6.13	 
	 

	 	(b)
	 	 	6.13	 
	 

	 	(c)
	 	Not Applicable

	Section 312

	 	(a)
	 	 	7.1	 
	 

	 	(b)
	 	 	7.2	 
	 

	 	(c)
	 	 	7.2	 
	Section 313

	 	(a)
	 	 	7.3	 
	 

	 	(b)
	 	 	7.3	 
	 

	 	(c)
	 	 	7.3	 
	 

	 	(c)
	 	 	7.3	 
	Section 314

	 	(a)
	 	 	7.4	 
	 

	 	(b)
	 	Not Applicable

	 

	 	(c)
	 	 	1.2	 
	 

	 	(c)(1)
	 	 	1.2	 
	 

	 	(c)(2)
	 	 	1.2	 
	 

	 	(c)(3)
	 	 	1.2	 
	 

	 	(d)
	 	Not Applicable

	 

	 	(e)
	 	 	1.2	 
	 

	 	(f)
	 	Not Applicable

	Section 315

	 	(a)
	 	 	6.1	(a)
	 

	 	(b)
	 	 	6.2	 
	 

	 	(c)
	 	 	6.1	(b)
	 

	 	(d)
	 	 	6.1	(c)
	Section 316

	 	(a)(1)(A)
	 	5.2 and 5.12

	 

	 	(a)(1)(B)
	 	 	5.13	 
	 

	 	(a)(2)
	 	Not Applicable

	 

	 	(b)
	 	 	5.8	 
	 

	 	(c)
	 	Not Applicable

	Section 317

	 	(a)(1)
	 	 	5.3	 
	 

	 	(a)(2)
	 	 	5.4	 
	 

	 	(b)
	 	 	10.3	 
	Section 318

	 	(a)
	 	 	1.7	 





NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.





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     This is an INDENTURE dated as of                     , 2009, between American Financial Group, Inc., a
corporation duly incorporated and existing under the laws of Ohio (the “Company”), and U.S. Bank,
National Association, a national banking association, as Trustee (the “Trustee”).



RECITALS OF THE COMPANY




     The Company deems it necessary to issue from time to time for its lawful purposes securities
(hereinafter called the “Debt Securities”) evidencing its unsecured indebtedness and has duly
authorized the execution and delivery of this Indenture to provide for the issuance from time to
time of the Debt Securities, unlimited as to principal amount, to have such titles, to bear such
rates of interest, to mature at such time or times and to have such other provisions as shall be
fixed as hereinafter provided.



     All things necessary to make this Indenture a valid agreement of the Company, in accordance
with its terms, have been done, and the Company proposes to do all things necessary to make the
Debt Securities, when executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company as hereinafter provided.



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 any series thereof, as follows:



ARTICLE 1.

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




     Section 1.1 Definitions.




     For all purposes of this Indenture and all Debt Securities issued hereunder, except as
otherwise expressly provided or unless the context otherwise requires:




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




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




     (3) 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
the term “generally accepted accounting principles” with respect to any computation required
or permitted hereunder shall mean such generally accepted accounting principles as in effect
and as implemented by the Company at the time of their application; and



 









 






     (4) 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 3 and Article 6, are defined in those Articles.



     “Act”, when used with respect to any Holder, has the meaning specified in Section 1.4.



     “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 authorized to authenticate and deliver Debt Securities
on behalf of the Trustee for the Debt Securities of any series pursuant to Section 6.14.



     “Board of Directors” means the board of directors of the Company or any duly authorized
committee of that board 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.



     “Board Resolution” means (1) 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 or the Executive
Committee of the Board of Directors and to be in full force and effect on the date of such
certification, or (2) a certificate signed by the director or directors or officer or officers to
whom the Board of Directors shall have duly delegated its authority, and delivered to the Trustee.



     “Business Day”, when used with respect to any particular Place of Payment, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that
Place of Payment are authorized or obligated by law to close.



     “Capital Stock” means any and all shares of the Common Stock and any class or series of
preferred or preference stock of the Company, whether now outstanding or issued after the date of
this Indenture.



     “Capitalized Lease Obligation” means any obligation to pay rent or other amounts under a lease
of (or other agreement conveying the right to use) real or personal property that is required to be
classified and accounted for as a capital lease obligation under generally accepted accounting
principles consistently applied, and, for the purposes of this Indenture, the amount of such
obligation at any date shall be the capitalized amount thereof at such date, determined in
accordance with such principles.



     “Certificate of a Firm of Independent Public Accountants” means a certificate signed by any
firm of independent public accountants of recognized standing selected by the Company. The term
“independent” when used with respect to any specified firm of public accountants means such a firm
which (1) is in fact independent, (2) does not have any direct financial interest



-2-









 







or any material indirect financial interest in the Company or in any Affiliate of the Company,
and (3) is not connected with the Company or any Affiliate of the Company as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar functions, but such
firm may be the regular auditors employed by the Company.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the
regulations thereunder.



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



     “Common Stock” means the capital stock, par value $1.00 per share, of the Company.



     “Company Request” and “Company Order” mean, respectively, a written request or order signed in
the name of the Company by (1) the Chairman of the Board, a Vice Chairman of the Board, Chief
Executive Officer, the President, a Co-President or a Vice President and by the Treasurer, an
Assistant Treasurer, an Assistant Controller, the Secretary or an Assistant Secretary of the
Company, or (2) by any two Persons designated in a Company Order previously delivered to the
Trustee for the Debt Securities of any series by any two of the foregoing officers and delivered to
the Trustee for the Debt Securities of such series.



     “Corporate Trust Office” means the office of the Trustee for Debt Securities of any series at
which at any particular time its corporate trust business shall be principally administered, which
as of the date of this Indenture is located at 425 Walnut Street, Cincinnati, Ohio 45202.



     “Corporation” includes corporations, associations, joint-stock and limited liability companies
and business trusts.



     “Debt Securities” means securities evidencing unsecured indebtedness of the Company
authenticated and delivered under this Indenture.



     “Debt Security Register” and “Debt Security Registrar” have the respective meanings specified
in Section 3.5.



     “Defaulted Interest” has the meaning specified in Section 3.7.



     “Discounted Debt Security” means any Debt Security which provides for an amount (excluding any
amounts attributable to accrued but unpaid interest thereon) less than the principal amount thereof
to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.2.



     “Dollars” and the sign “$” mean the currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.



     “Event of Default” has the meaning specified in Section 5.1.



-3-









 





     “Exchange Act” means the Securities Exchange Act of 1934.



     “Global Security” means a Debt Security in global form established pursuant to Section 2.3.



     “Holder”, when used with respect to any Debt Security, means the Person in whose name a Debt
Security is registered in the Debt Security Register.



     “Indebtedness” means (a) any liability of any Person (1) for borrowed money, or under any
reimbursement obligation relating to a letter of credit (other than letters of credit obtained in
the ordinary course of business), or (2) evidenced by a bond, note, debenture or similar instrument
(including a purchase money obligation) given in connection with the acquisition of any businesses,
properties or assets of any kind or with services incurred in connection with capital expenditures
(other than accounts payable or other indebtedness to trade creditors arising in the ordinary
course of business), or (3) for the payment of money relating to a Capitalized Lease Obligation;
(b) any liability of others described in the preceding clause (a) that the Person has guaranteed or
that is otherwise its legal liability; and (c) any amendment, supplement, modification, deferral,
renewal, extension or refunding of any liability of the types referred to in clauses (a) and (b)
above.



     “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of a particular series of Debt Securities
established as contemplated by Section 3.1.



     “Interest”, when used with respect to a Discounted Debt Security which by its terms bears
interest only after Maturity, means interest payable after Maturity.



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



     “Lien” means any mortgage, lien, pledge, security interest, conditional sale or other title
retention agreement, charge or other security interest or encumbrance of any kind.



     “Maturity”, when used with respect to any Debt Security, means the date on which the principal
of that Debt Security becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption, request for redemption or
otherwise.



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice
Chairman of the Board, a Co-President or a Vice President (any reference to a Vice President of the
Company herein shall be deemed to include any Vice President of the Company whether or not
designated by a number or a word or words added before or after the title “Vice President”), and by
the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee for the Debt Securities of any
series.



-4-









 





     “Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel
to the Company or may be other counsel satisfactory to the Trustee for the Debt Securities of any
series.



     “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:




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




     (2) Debt Securities or portions thereof for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee for such Debt Securities or
any Paying Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the Holders of such Debt
Securities (including Debt Securities with respect to which the Company has effected
satisfaction and discharged as provided in Article 4, except to the extent provided in such
Article); provided, however, that, if such Debt Securities or portions thereof are to be
redeemed, notice of such redemption has been duly given pursuant to this Indenture, or
provision therefor satisfactory to such Trustee has been made; and




     (3) Debt Securities which have been paid pursuant to Section 3.6 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 proof satisfactory to the Trustee for such Debt Securities that any such Debt
Securities are held by bona fide purchasers in whose hands the Debt Securities are valid
obligations of the Company; provided, however, that in determining whether the Holders of
the requisite principal amount of Outstanding Debt Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, (a) Debt Securities
owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee for such Debt Securities
shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Debt Securities which such Trustee knows to be so owned
shall be so disregarded, provided, that Debt Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of
such Trustee the pledgee’s right so to act with respect to such Debt Securities and that the
pledgee is not the Company or any Affiliate of the Company and (b) the principal amount of a
Discounted 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 pursuant to Section 5.2.



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



     “Person” means any individual, corporation, partnership, joint venture, association, joint-



-5-









 







stock or limited liability company, trust, unincorporated organization or government or any
agency or political subdivision thereof.



     “Place of Payment”, when used with respect to the Debt Securities of any particular series,
means the place or places where the principal of (and premium, if any) and interest, if any, on the
Debt Securities of that series are payable, as contemplated by Section 3.1.



     “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 that particular Debt Security,
and, for the purposes of this definition, any Debt Security authenticated and delivered under
Section 3.6 in lieu of a mutilated, destroyed, lost or stolen Debt Security shall be deemed 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 in whole or in
part, 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 an
amount equal to the principal amount thereof (and premium, if any, thereon) together with accrued
interest, if any, to the Redemption Date.



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Debt
Securities of any series, means the date, if any, specified for that purpose as contemplated by
Section 3.1.



     “Responsible Officer”, when used with respect to the Trustee for any series of Debt
Securities, means the chairman or vice chairman of the board of directors, the chairman or vice
chairman of the executive committee of the board of directors, the chief executive officer, the
president, any vice president (whether or not designated by a number or a word or words added
before or after the title “vice president”), the secretary, any assistant secretary, the treasurer,
any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust
officer, the controller or any assistant controller or any other officer of such Trustee
customarily performing functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the particular subject. A
“series” of Debt Securities means all Debt Securities denoted as part of the same series authorized
by or pursuant to a particular Board Resolution.



     “Senior Indebtedness” means, with respect to the Company, (i) the principal, premium, if any,
and interest in respect of (A) Indebtedness of the Company for money borrowed, and (B) Indebtedness
evidenced by securities, debentures, bonds or other similar instruments issued by the Company, (ii)
all capital lease obligations of the Company, (iii) all obligations of the Company issued or
assumed as the deferred purchase price of property, all conditional sale obligations of the Company
and all obligations of the Company under any title retention agreement (but excluding trade
accounts payable arising in the ordinary course of business), (iv) all obligations of the Company
for the reimbursement on any letter of credit, banker’s acceptance, security purchase facility or
similar credit transaction, (v) all obligations of the type referred to in clauses (i) through (iv)
above of other Persons for the payment of which the



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Company is responsible or liable as obligor, guarantor or otherwise; and (vi) all obligations
of the type referred to in clauses (i) through (v) above of other Persons secured by any lien on
any property or asset of the Company (whether or not such obligation is assumed by the Company),
except in each case for (1) any such Indebtedness that is by its terms subordinated to or pari
passu with the Debt Securities, and (2) any Indebtedness in respect of debt securities, issued to
any trust or a trustee of such trust, partnership or other entity affiliated with the Company that
is a financing entity for the Company (a “financing entity”) in connection with the issuance by
such financing entity of securities. Such Senior Indebtedness shall continue to be Senior
Indebtedness and be entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of such Senior Indebtedness.



     “Special Record Date” for the payment of any Defaulted Interest on the Debt Securities of any
series means a date fixed by the Trustee for such series pursuant to Section 3.7.



     “Stated Maturity”, when used with respect to any security or any installment of principal
thereof or interest thereon, means the date specified in such security representing such
installment of interest as the fixed date on which the principal of such security or such
installment of principal or interest is due and payable.



     “Subsidiary” means any corporation of which at least a majority of all outstanding stock
having ordinary voting power in the election of directors of such corporation is at the time,
directly or indirectly, owned by the Company or by one or more Subsidiaries or by the Company and
one or more Subsidiaries.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
and, subject to the provisions of Article 6 hereof, shall also include its successors and assigns
as Trustee hereunder. If there shall be at one time more than one Trustee hereunder, “Trustee”
shall mean each such Trustee and shall apply to each such Trustee only with respect to those series
of Debt Securities with respect to which it is serving as Trustee.



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this Indenture was executed, except as provided in Section 9.5 hereof and except that any
rules and regulations subsequently prescribed by the Commission pursuant to Section 314(a) of that
Act shall apply.



     “U.S. Depositary” means a clearing agency registered under the Exchange Act, or any successor
thereto, which shall in either case be designated by the Company pursuant to Section 3.1, until a
successor U.S. Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “U.S. Depositary” shall mean or include each Person who is then a U.S.
Depositary hereunder, and if at any time there is more than one such Person, “U.S. Depositary” as
used with respect to the Debt Securities of any series shall mean the U.S. Depositary with respect
to the Debt Securities of that series.



     “U.S. Government Obligations” means securities which are (i) direct obligations of the
government of the United States or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the government of the United States, the payment of which
is unconditionally guaranteed by such government, which, in either case, are full faith and



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credit obligations of such government and are not callable or redeemable at the option of the
issuer thereof.



     “United States” means the United States of America (including the States and the District of
Columbia), its territories, possessions and other areas subject to its jurisdiction (including the
Commonwealth of Puerto Rico).



     “Yield to Maturity”, when used with respect to any Discounted Debt Security, means the yield
to maturity, if any, set forth on the face thereof.



     Section 1.2 Compliance Certificates and Opinions.




     Upon any application or request by the Company to the Trustee for any series of Debt
Securities to take any action under any provision of this Indenture, the Company shall furnish to
such Trustee (i) an Officers’ Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of
Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, and (iii) if appropriate, a Certificate of a Firm of Independent Public
Accountants; provided, 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:




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




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




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




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



     Section 1.3 Form of Documents Delivered to Trustee Delivered to Trustee.




     In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.



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     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 that the certificate or opinion or representations with respect to matters upon which
his certificate or opinion is 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 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.



     Section 1.4 Acts of Holders.





     (a) Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be 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. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are
delivered to the Trustee for the appropriate series of Debt Securities and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments. 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 6.1)
conclusive in favor of the Trustee for the appropriate series of Debt Securities and the
Company and any agent of such Trustee or the Company, if made in the manner provided in this
Section.




     (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 the certificate of any
notary public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by an officer of a corporation or association or
a member of a partnership, or an official of a public or governmental body, on behalf of
such corporation, association, partnership or public or governmental body or by a fiduciary,
such certificate or affidavit shall also constitute sufficient proof of his authority.




     (c) The fact and date of the execution by any Person of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any other manner
which the Trustee for the appropriate series of Debt Securities deems sufficient.



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     (d) The principal amount 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.




     (e) Any request, demand, authorization, direction, notice, consent, waiver or other
action by the Holder of any Debt Security 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 for such Debt Securities, the Debt Security Registrar,
any Paying Agent or the Company in reliance thereon, whether or not notation of such action
is made upon such Debt Security.



     Section 1.5 Notices, Etc., to Trustee and Company.




     Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or
other documents provided or permitted by this Indenture to be made upon, given or furnished to, or
filed with, (1) the Trustee for a series of Debt Securities by any Holder or by the Company shall
be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with
such Trustee at its Corporate Trust Office, Attention: Corporate Trustee Administration Department,
or (2) the Company by such Trustee or by any Holder shall be sufficient for every purpose
hereunder if in writing and mailed, first class postage prepaid, to the Company addressed to it at
the address of its principal office specified in the first paragraph of this instrument or at any
other address previously furnished in writing to such Trustee by the Company (except as provided in
paragraphs (3), (4) and (5) of Section 5.1).



     Section 1.6 Notice to Holders; Waiver.




     Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) to Holders if in writing and
mailed, first class postage prepaid, to each Holder affected by such event, at his address 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 any case where notice to Holders of Debt Securities 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 mailed in the manner
prescribed by this Indenture shall be deemed to have been given whether or not received by any
particular Holder. 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 for such Debt Securities shall
constitute a sufficient notification for every purpose hereunder.



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



     Section 1.7 Conflict with Trust Indenture Act.




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     If any provision hereof limits, qualifies or conflicts with the duties imposed by any of
Sections 310 through 317, inclusive, of the Trust Indenture Act through the operation of Section
318(c) thereof, such imposed duties shall control.



     Section 1.8 Effect of Headings and Table of Contents.




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



     Section 1.9 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 any case any provision in this Indenture or in 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.



     Section 1.11 Benefits of Indenture.




     Nothing in this Indenture or in the Debt Securities, expressed or implied, shall give to any
Person, other than the parties hereto, any Paying Agent, any Debt Security Registrar and their
successors hereunder and the Holders of Debt Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.



     Section 1.12 Governing Law.




     This Indenture shall be governed by and construed in accordance with the laws of the State of
New York without regard to the conflicts of law rules of such state.



     Section 1.13 Non-Business Day.




     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of a Debt
Security of any particular series shall not be a Business Day at any Place of Payment with respect
to Debt Securities of that series, then (notwithstanding any other provision of this Indenture or
of the Debt Securities) payment of principal of (and premium, if any) and interest, if any, with
respect to such Debt Security 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, provided that
no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be.



     Section 1.14 Immunity of Incorporators, Shareholders, Officers and Directors.




     No recourse shall be had for the payment of the principal of (and premium, if any), or the
interest, if any, on any Debt Security of any series, or for any claim based thereon, or upon any



-11-









 







obligation, covenant or agreement of this Indenture, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Company or of any successor
corporation, either directly or indirectly through the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the enforcement of any
assessment of penalty or otherwise; it being expressly agreed and understood that this Indenture
and all the Debt Securities of each series are solely corporate obligations, and that no personal
liability whatever shall attach to, or is incurred by, any incorporator, shareholder, officer or
director, past, present or future, of the Company or of any successor corporation, either directly
or indirectly through the Company or any successor corporation, because of the incurring 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 of any series, or to be
implied herefrom or therefrom; and that all such personal liability is hereby expressly released
and waived as a condition of, and as part of the consideration for, the execution of this Indenture
and the issuance of the Debt Securities of each series.



ARTICLE 2.

DEBT SECURITY FORM




     Section 2.1 Form of Debt Securities.




     The Debt Securities of each series shall be in substantially the forms set forth in this
Article, or in such other form as shall be established by or pursuant to a Board Resolution or in
one or more indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture, and
may have 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 of Debt Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered
to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Securities.



     Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the
Debt Securities of such series for authentication, the Company shall deliver to such Trustee the
following:




     (1) The Board Resolution by or pursuant to which such form of Debt Security has been
approved;




     (2) An Officers’ Certificate dated the date such Certificate is delivered to such
Trustee stating that all conditions precedent provided for in this Indenture relating to the
authentication and delivery of Debt Securities in such form have been complied with; and




     (3) An Opinion of Counsel stating that Debt Securities in such form, when (a) completed
by appropriate insertions and executed and delivered by the Company to such Trustee in
accordance with this Indenture, (b) authenticated and delivered by such



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Trustee in accordance with this Indenture within the authorization as to aggregate
principal amount established from time to time by the Board of Directors and (c) issued in
the manner specified in such Opinion of Counsel, will be the legal, valid and binding
obligations of the Company, subject to applicable bankruptcy, reorganization, insolvency and
other similar laws generally affecting creditors’ rights, to general equitable principles
and to such other qualifications as such counsel shall conclude do not materially affect the
rights of Holders of such Debt Securities.



     The definitive Debt Securities shall be printed, lithographed or engraved or produced by any
combination of these methods on a steel engraved border or steel engraved borders or may be
produced in any other manner, all as determined by the officers executing such Debt Securities, as
evidenced by their execution thereof.



     Section 2.2 Form of Trustee’s Certificate of Authentication.




     The Certificate of Authentication on all Debt Securities shall be in substantially the
following form:



     “This is one of the Debt Securities, of the series designated herein, described in the
within-mentioned Indenture.



	 	 	 	 	 
	 	
 	, 
	 	as Trustee
 	 
	 
	 	By:  	 	 
	 	 	Authorized Officer” 	 
	 	 	 	 
	 



     Section 2.3 Debt Securities in Global Form.





     If any Debt Security of a series is issuable in global form, such Debt Security may provide
that it shall represent the aggregate amount of Outstanding Debt Securities from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding Debt Securities
represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a
Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding
Debt Securities represented thereby shall be made by the Trustee and in such manner as shall be
specified in such Global Security. Any instructions by the Company with respect to a Global
Security, after its initial issuance, shall be in writing but need not comply with Article 12.
Global Securities may be issued in either temporary or permanent form.



     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.



ARTICLE 3.

THE DEBT SECURITIES




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     Section 3.1 Title; Payment and Terms.




     The aggregate principal amount of Debt Securities which may be authenticated and delivered and
Outstanding under this Indenture is unlimited. The Debt Securities may be issued up to the
aggregate principal amount of Debt Securities from time to time authorized by or pursuant to a
Board Resolution.



     The Debt Securities may be issued in one or more series, each of which shall be issued
pursuant to a Board Resolution. With respect to any particular series of Debt Securities, the
Board Resolution relating thereto shall specify:




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




     (2) any limit upon the aggregate principal amount of the Debt Securities of that series
which may be authenticated and delivered under this Indenture (except for Debt Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Debt Securities of that series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 or
otherwise pursuant to any covenant permitting the purchase of a portion of the Debt
Securities of that series);




     (3) the date or dates (or manner of determining the same) on which the principal of the
Debt Securities of that series is payable (which, if so provided in such Board Resolution,
may be determined by the Company from time to time and set forth in the Debt Securities of
the series issued from time to time);




     (4) the rate or rates (or the manner of calculation thereof) at which the Debt
Securities of that series shall bear interest (if any), the date or dates from which such
interest shall accrue (which, in either case or both, if so provided in such Board
Resolution, may be determined by the Company from time to time and set forth in the Debt
Securities of the series issued from time to time), the Interest Payment Dates on which such
interest shall be payable (or manner of determining the same) and the Regular Record Date
for the interest payable on any Debt Securities on any Interest Payment Date;




     (5) the place or places where, subject to the provisions of Section 10.2, the principal
of (and premium, if any) and interest, if any, on Debt Securities of that series shall be
payable, any Debt Securities of that series may be surrendered for registration of transfer,
any Debt Securities of that series may be surrendered for exchange, and notices and demands
to or upon the Company in respect of the Debt Securities of that series and this Indenture
may be served;




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




     (7) the obligation, if any, of the Company to redeem or purchase Debt Securities of
that series pursuant to any sinking fund or analogous provisions or at the



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option of a Holder thereof, and the period or periods within which, the price or prices
at which and the terms and conditions upon which, Debt Securities of that series shall be
redeemed or purchased, in whole or in part, pursuant to such obligation;




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




     (9) if other than the principal amount thereof, the portion of the principal amount of
Debt Securities of that series which shall be payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 5.2;




     (10) any addition to, or modification or deletion of, any Events of Default or
covenants of the Company with respect to the Debt Securities of that series, whether or not
such Events of Default or covenants are consistent with the Events of Default or covenants
set forth herein;




     (11) if a Person other than U.S. Bank, National Association is to act as Trustee for
the Debt Securities of that series, the name and location of the Corporate Trust Office of
such Trustee;




     (12) if other than as set forth in Section 4.1, provisions for the satisfaction and
discharge of this Indenture with respect to the Debt Securities of that series;




     (13) any provision relating to the defeasance of the obligations of the Company in
connection with the Debt Securities of that series;




     (14) any provisions regarding exchangeability or conversion of the Debt Securities of
that series;




     (15) any modifications to or amendments of the definition of “Senior Indebtedness” or
the subordination provisions of Article 13;




     (16) whether the Debt Securities of the series shall be issued in whole or in part in
the form of one or more Global Securities and, in such case, the U.S. Depositary for such
Global Security or Securities; whether such global form shall be permanent or temporary; the
manner in which and the circumstances under which Global Securities representing Debt
Securities of the series may be exchanged for Debt Securities in definitive form, if other
than, or in addition to, the manner and circumstances specified in Section 3.5 hereof; the
extent to which, or the manner in which, any interest payable on any Global Security on any
Interest Payment Date will be paid, if other than in the manner provided in Section 3.7; the
manner in which the principal of, or premium, if any, on, any Global Security will be paid,
if other than as set forth elsewhere herein; and




     (17) any other terms of that series (which terms shall not be inconsistent with the
provisions of this Indenture).



     All Debt Securities of any particular series shall be substantially identical except as to
denomination, rate of interest, Stated Maturity and the date from which interest, if any, shall



-15-









 







accrue, and except as may otherwise be provided in or pursuant to such Board Resolution
relating thereto. The terms of such Debt Securities, as set forth above, may be determined by the
Company from time to time if so provided in or established pursuant to the authority granted in a
Board Resolution. Any of the terms of the Debt Securities, as set forth above, may be made
dependent upon facts ascertainable outside the Board Resolution provided that the manner in which
said facts shall operate upon the terms is set forth in the Board Resolution. All Debt Securities
of any one series need not be issued at the same time, and unless otherwise provided, a series may
be reopened for issuance of additional Debt Securities of such series.



     Section 3.2 Denominations.




     Unless otherwise provided with respect to any series of Debt Securities as contemplated by
Section 3.1, all Debt Securities of a series shall be issuable in denominations of $1,000 and any
integral multiple thereof.



     Section 3.3 Execution, Authentication, Delivery and Dating.




     The Debt Securities shall be executed on behalf of the Company by its Chairman of the Board, a
Vice Chairman of the Board, or its President, a Co-President or one of its Vice Presidents. The
Debt Securities shall be so executed under the corporate seal of the Company reproduced thereon and
attested to by its Secretary or any one of its Assistant Secretaries. The signature of any 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 any time
the proper officers of the Company shall bind the Company, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and delivery of such Debt
Securities or did not hold such offices at the date of such Debt Securities.



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Debt Securities of any series executed by the Company to the Trustee for the
Debt Securities of such series for authentication, together with a Company Order for the
authentication and delivery of such Debt Securities, and such Trustee, in accordance with the
Company Order, shall authenticate and deliver such Debt Securities. If all the Debt Securities of
any one series are not to be issued at one time and if a Board Resolution relating to such Debt
Securities shall so permit, such Company Order may set forth procedures acceptable to the Trustee
for the issuance of such Debt Securities, including, without limitation, procedures with respect to
interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall
accrue.



     Notwithstanding any contrary provision herein, if all Debt Securities of a series are not to
be originally issued at one time, it shall not be necessary to deliver the Board Resolution,
Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Sections 1.2 and 2.1 at
or prior to the time of authentication of each Debt Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first Debt Security of
such series to be issued.



     Each Debt Security shall be dated the date of its authentication.



-16-









 





     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 manually executed by
the Trustee for such Debt Security or on its behalf pursuant to Section 6.14, 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.



     If the Company shall establish pursuant to Section 3.1 that the Debt Securities of a 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 3.3 and the Company Order with
respect to such series, authenticate and deliver one or more Global Securities in temporary or
permanent form that (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
one or more Global Securities, (ii) shall be registered in the name of the U.S. Depositary for such
Global Security or Securities or the nominee of such depositary, and (iii) shall bear a legend
substantially to the following effect: “This Debt Security may not be transferred except as a whole
by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary, unless and until this Debt Security
is exchanged in whole or in part for Debt Securities in definitive form” and such other legend as
may be required by the U.S. Depositary.



     Section 3.4 Temporary Debt Securities and Exchange of Debt Securities.




     Pending the preparation of definitive Debt Securities of any particular series, the Company
may execute, and upon Company Order the Trustee for the Debt Securities of such series shall
authenticate and deliver, temporary Debt Securities which are printed, lithographed, typewritten,
photocopied or otherwise produced, in any denomination, with like terms and conditions as the
definitive Debt Securities of like series in lieu of which they are issued, and 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.



     If temporary Debt Securities of any particular series are issued, the Company will cause
definitive Debt Securities of that series to be prepared without unreasonable delay. After the
preparation of such definitive Debt Securities, the temporary Debt Securities of such series shall
be exchangeable for such definitive Debt Securities and of a like Stated Maturity and with like
terms and provisions upon surrender of the temporary Debt Securities of such series at the office
or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Debt Securities of any particular series,
the Company shall execute and (in accordance with a Company Order delivered at or prior to the
authentication of the first definitive Debt Security of such series) the Trustee for the Debt
Securities of such series shall authenticate and deliver in exchange therefor a like principal
amount of definitive Debt Securities of authorized denominations of the same series and of a like
Stated Maturity and with like terms and provisions. Until exchanged as hereinabove provided, the
temporary Debt Securities of any series shall in all respects be entitled to the same benefits



-17-









 







under this Indenture as definitive Debt Securities of the same series and with like terms and
conditions authenticated and delivered hereunder.



     Section 3.5 Registration, Registration of Transfer and Exchange.




     The Company shall keep or cause to be kept for the Debt Securities of each series a register
(the register maintained in such office being herein sometimes 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, registration of transfer and exchange of Debt Securities. Securities
Transfer Company is hereby initially appointed “Debt Security Registrar” for such purposes.



     Upon surrender for registration of transfer of any Debt Security of any particular series at
the office or agency of the Company in a Place of Payment for that series, the Company shall
execute, and the Trustee for the Debt Securities of each series shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Debt Securities of any
authorized denominations, and of a like Stated Maturity and of a like series and aggregate
principal amount and with like terms and conditions.



     Except as set forth below, at the option of the Holder, Debt Securities of any particular
series may be exchanged for other Debt Securities of any authorized denominations, and of a like
Stated Maturity and of a like series and aggregate principal amount and with like terms and
conditions, upon surrender of the Debt Securities to be exchanged at such office or agency.
Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the
Trustee for such Debt Securities shall authenticate and deliver, the Debt Securities which the
Holder making the exchange is entitled to receive.



     All Debt Securities issued upon any registration of transfer or exchange of Debt Securities
shall be the valid obligations of the Company, evidencing the same debt, and entitled to 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 exchange shall
(if so required by the Company or the Trustee for such Debt Security) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the Company and the Debt
Security Registrar for such series duly executed by the Holder thereof or his attorney duly
authorized in writing.



     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 3.4, 9.6, 11.3 or 11.7 not involving
any transfer.



     The Company shall not be required (i) to issue, register the transfer of or exchange Debt
Securities of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Debt Securities of that series selected for
redemption under Section 11.4 and ending at the close of business on the day of the mailing of



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the relevant notice of redemption, or (ii) to register the transfer of or exchange any Debt
Security so selected for redemption as a whole or in part, except the unredeemed portion of any
Debt Security being redeemed in part.



     Notwithstanding any other provision of this Section, unless and until it is exchanged in whole
or in part for Debt Securities in definitive form, a Global Security representing all or a portion
of the Debt Securities of a series may not be transferred except as a whole by the U.S. Depositary
for such series to a nominee of such U.S. Depositary or by a nominee of such U.S. Depositary to
such depositary or another nominee of such U.S. Depositary or by such U.S. Depositary or any other
such nominee to a successor U.S. Depositary for such series or a nominee of such successor U.S.
Depositary.



     If at any time the U.S. Depositary for the Debt Securities of a series notifies the Company
that it is unwilling or unable to continue as U.S. Depositary for the Debt Securities of such
series or if at any time the U.S. Depositary for Debt Securities of such series shall no longer be
a clearing agency registered and in good standing under the Exchange Act or other applicable
statute or regulation, the Company shall appoint a successor U.S. Depositary for the Debt
Securities of such series. If a successor U.S. Depositary for the Debt Securities is not
appointed by the Company within 90 days after the Company receives such notice or becomes aware of
such condition, the Company will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Debt Securities of such series, will authenticate and
deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal
to the principal amount of the Global Security or Securities representing such series in exchange
for such Global Security or Securities.



     The Company may at any time and in its sole discretion determine that the Debt Securities of
any series issued in the form of one or more Global Securities shall no longer be represented by
such Global Security or Securities.



     In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of definitive Debt Securities of such series, will authenticate and
deliver, Debt Securities of such series in definitive form and in an aggregate principal amount
equal to the principal amount of the Global Security or Securities representing such series in
exchange for such Global Security or Securities.



     If the Debt Securities of any series shall have been issued in the form of one or more Global
Securities and if an Event of Default with respect to the Debt Securities of such series shall have
occurred and be continuing, the Company will promptly execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Debt Securities of such series,
will authenticate and deliver Debt Securities of such series in definitive form and in an aggregate
principal amount equal to the principal amount of the Global Security or Securities representing
such series in exchange for such Global Security or Securities.



     If specified by the Company pursuant to Section 3.1 with respect to the Debt Securities of a
series, the U.S. Depositary for such series of Debt Securities may surrender a Global Security for
such series of Debt Securities in exchange in whole or in part for Debt Securities of such series
of like tenor and terms and in definitive form on such terms as are acceptable to the



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Company and such U.S. Depositary. Thereupon, the Company shall execute and the Trustee shall
authenticate and deliver, without charge:




     (i) to each Person specified by the U.S. Depositary a new Debt Security or Securities
of the same series, of like tenor and terms and of 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




     (ii) to the U.S. Depositary a new Global Security in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global Security and the
aggregate principal amount of the Debt Securities delivered to Holders thereof.



     Upon the exchange of a Global Security for Debt Securities in definitive form, such Global
Security shall be canceled by the Trustee. Definitive 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 U.S. Depositary for such Global Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such definitive Debt Securities to the Persons in whose names such Debt Securities are so
registered.



     Section 3.6 Mutilated, Destroyed, Lost and Stolen Debt Securities.




     If (i) any mutilated Debt Security is surrendered to the Trustee for such Debt Security, or
the Company and the Trustee for a Debt Security receive evidence to their satisfaction of the
destruction, loss or theft of any Debt Security, and (ii) there is delivered to the Company, the
Debt Security Registrar and such Trustee such security or indemnity as may be 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 such Trustee that such Debt Security has been acquired by a bona fide purchaser, the
Company shall execute and upon its request such Trustee shall authenticate and deliver, in lieu of
any such destroyed, lost or stolen Debt Security or in exchange for such mutilated Debt Security, a
new Debt Security of the same series and in a like principal amount and of a like Stated Maturity
and with like terms and conditions and bearing a number not contemporaneously outstanding.



     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 (without surrender thereof except in the case of a mutilated Debt Security)
if the applicant for such payment shall furnish to the Company, the Debt Security Registrar and the
Trustee for such Debt Security such security or indemnity as may be required by them to save each
of them harmless, and in case of destruction, loss or theft, evidence satisfactory to the Company
and such Trustee and any agent of either of them of the destruction, loss or theft of such Debt
Security and the ownership thereof.



     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 expenses (including all fees and expenses of the Trustee and the
Debt Security Registrar for such Debt Security) connected therewith.



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     Every new Debt Security of any series issued pursuant to this Section in lieu of any
destroyed, lost or stolen Debt Security or in exchange for any mutilated 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, and shall be
entitled to all the benefits of this Indenture equally and proportionately with any and all other
Debt Securities of the same series, duly issued hereunder.



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



     Section 3.7 Payment of Interest; Interest Rights Preserved.




     Interest on any Debt Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall, if so provided in such Debt Security, 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 payment.



     Unless otherwise provided with respect to the Debt Securities of any series, payment of
interest may be made at the option of the Company by check mailed or delivered to the address of
the Person entitled thereto as such address shall appear in the Debt Security Register or by
transfer to an account maintained by the payee with a bank located inside the United States.



     Any interest on any Debt Security of any particular series which 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 registered Holder on the relevant 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 (1) or (2) below:




     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the Debt Securities of that series (or their respective Predecessor Debt Securities) are
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee for
the Debt Securities of such series in writing of the amount of Defaulted Interest proposed to be
paid on each Debt Security of that series and the date of the proposed payment, and at the same
time the Company shall deposit with such Trustee an amount of money (except as otherwise specified
pursuant to Section 3.1 for the Debt Securities of such series) equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory
to such 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 such Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall not be 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 such Trustee of the
notice of the proposed payment. Such Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed
payment of such




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Defaulted Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of Debt Securities of that series at such Holder’s address
as it appears in the Debt Security Register not less than 10 days prior to such Special
Record Date. Such Trustee may, in its discretion, in the name and at the expense of the
Company, cause a similar notice to be published at least once in a newspaper published in
the English language customarily on each Business Day and of general circulation in New
York, New York, but such publication shall not be a condition precedent to the establishment
of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest
shall be paid to the Persons in whose names the Debt Securities of that series (or their
respective Predecessor Debt Securities) are registered on such Special Record Date and shall
no longer be payable pursuant to the following clause (2).




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



     Subject to the foregoing provisions of this Section and Section 3.5, 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 accrued and unpaid, and to accrue, which
were carried by such other Debt Security.



     Section 3.8 Persons Deemed Owners.




     Prior to due presentment of a Debt Security for registration of transfer, the Company, the
Trustee for such Debt Security and any agent of the Company or such Trustee may treat the Person in
whose name any such Debt Security is registered as the owner of such Debt Security for the purpose
of receiving payment of principal of (and premium, if any) and (subject to Section 3.7) interest,
if any, on such Debt Security and for all other purposes whatsoever, whether or not such Debt
Security be overdue, and neither the Company, such Trustee nor any agent of the Company or such
Trustee shall be affected by notice to the contrary.



     Section 3.9 Cancellation.




     All Debt Securities surrendered for payment, redemption, registration of transfer or exchange,
or delivered in satisfaction of any sinking fund payment, shall, if surrendered to any Person other
than the Trustee for such Debt Securities, be delivered to such Trustee and shall be promptly
canceled by the Trustee. The Company may at any time deliver to the Trustee for Debt Securities of
a series for cancellation any Debt Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Debt Securities so delivered
shall be promptly canceled by such Trustee. Notwithstanding any other provision of this Indenture
to the contrary, in the case of a series, all the Debt Securities of which are not to be originally
issued at one time, a Debt Security of such series shall not be deemed to



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have been Outstanding at any time hereunder if and to the extent that, subsequent to the
authentication and delivery thereof, such Debt Security is delivered to the Trustee for such Debt
Security for cancellation by the Company or any agent thereof upon the failure of the original
purchaser thereof to make payment therefor against delivery thereof, and any Debt Security so
delivered to such Trustee shall be promptly canceled by it. 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 canceled Debt Securities held by the
Trustee for such Debt Securities shall be disposed of by such Trustee in accordance with its
standard procedures and a certificate of disposition evidencing such disposition of Debt Securities
shall be provided to the Company by such Trustee.



     Section 3.10 Computation of Interest.




     Except as otherwise specified as contemplated by Section 3.1 for Debt
Securities of any particular series, interest on the Debt Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.



ARTICLE 4.

SATISFACTION AND DISCHARGE




     Section 4.1 Satisfaction and Discharge of Debt Securities of any Series.





     (a) The Company shall be deemed to have satisfied and discharged the entire
indebtedness on all the Debt Securities of any particular series and, so long as no Event of
Default shall be continuing, the Trustee for the Debt Securities of such series, upon
Company Request and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of such indebtedness, when:




     (1) either




     (A) all Debt Securities of such series theretofore authenticated and
delivered (other than (i) any Debt Securities of such series which have been
destroyed, lost or stolen and which have been replaced or paid as provided
in Section 3.6 and (ii) Debt Securities of such series for whose payment
money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in the last paragraph of Section 10.3) have been
delivered to such Trustee for cancellation; or




     (B) with respect to all Outstanding Debt Securities of such series
described in (A) above not theretofore so delivered to the Trustee for the
Debt Securities of such series for cancellation:




     (i) the Company has deposited or caused to be deposited with
such Trustee as trust funds in trust an amount (except as otherwise
specified pursuant to Section 3.1 for the Debt Securities of such
series), sufficient to pay and discharge the entire indebtedness on
all such Outstanding Debt Securities of such series



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for principal (and premium, if any) and interest, if any, to the
Stated Maturity or any Redemption Date as contemplated by Section
4.2, as the case may be; or




     (ii) the Company has deposited or caused to be deposited with
such Trustee as obligations in trust such amount of U.S. Government
Obligations as will, as evidenced by a Certificate of a Firm of
Independent Public Accountants delivered to such Trustee, together
with the predetermined and certain income to accrue thereon (without
consideration of any reinvestment thereof), be sufficient to pay and
discharge when due the entire indebtedness on all such Outstanding
Debt Securities of such series for unpaid principal (and premium, if
any) and interest, if any, to the Stated Maturity or any Redemption
Date as contemplated by Section 4.2, as the case may be; or




     (iii) the Company has deposited or caused to be deposited with
such Trustee in trust an amount equal to the amount referred to in
clause (i) or (ii) in any combination;




     (2) the Company has paid or caused to be paid all other sums payable with
respect to the Debt Securities of such series;




     (3) the Company has delivered to such Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of the entire indebtedness on all Debt
Securities of such series have been complied with; and




     (4) if the Debt Securities of such series are not to become due and payable at
their Stated Maturity within one year of the date of such deposit or are not to be
called for redemption within one year of the date of such deposit under arrangements
satisfactory to such Trustee as of the date of such deposit, then the Company shall
have given, not later than the date of such deposit, notice of such deposit to the
Holders of such Debt Securities.




     (b) Upon the satisfaction of the conditions set forth in this Section 4.1 with respect
to all the Debt Securities of any series, the terms and conditions of such series, including
the terms and conditions with respect thereto set forth in this Indenture, shall no longer
be binding upon, or applicable to, the Company, and the Holders of the Debt Securities of
such series shall look for payment only to the funds or obligations deposited with the
Trustee pursuant to Section 4.1(a)(1)(B); provided, however, that in no event shall the
Company be discharged from (i) any payment obligations in respect of Debt Securities of such
series which are deemed not to be Outstanding 2under clause (3) of the definition thereof if
such obligations continue to be valid obligations of the Company under applicable law, (ii)
from any obligations under Sections 4.2(b), 6.7 and 6.10 and (iii) from any obligations
under Sections 3.5 and 3.6 (except that Debt Securities of such series issued upon
registration of transfer or exchange or in lieu of mutilated, destroyed,



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lost or stolen Debt Securities shall not be obligations of the Company) and Sections
7.1 and 10.2; and provided, further, that in the event a petition for relief under the
Bankruptcy Act of 1978 or Title 11 of the United States Code or a successor statute is filed
and not discharged with respect to the Company within 91 days after the deposit, the entire
indebtedness on all Debt Securities of such series shall not be discharged, and in such
event the Trustee shall return such deposited funds or obligations as it is then holding to
the Company upon Company Request.



     Section 4.2 Application of Trust Money.





     (a) All money and obligations deposited with the Trustee for any series of Debt
Securities pursuant to Section 4.1 shall be held irrevocably in trust and shall be made
under the terms of an escrow trust agreement in form satisfactory to such Trustee. Such
money and obligations shall be applied by such Trustee, in accordance with the provisions of
the Debt Securities, this Indenture and such escrow trust agreement, to the payment, either
directly or through any Paying Agent (including the Company acting as its own Paying Agent)
as such Trustee may determine, to the Persons entitled thereto, of the principal of (and
premium, if any) and interest, if any, on the Debt Securities for the payment of which such
money and obligations have been deposited with such Trustee. If Debt Securities of any
series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional
redemption provisions or in accordance with any mandatory sinking fund requirement, the
Company shall make such arrangements as are satisfactory to the Trustee for such series of
Debt Securities for the giving of notice of redemption by such Trustee in the name, and at
the expense, of the Company.




     (b) The Company shall pay and shall indemnify the Trustee for any series of Debt
Securities against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations deposited pursuant to Section 4.1 or the interest and principal
received in respect of such U.S. Government Obligations other than any such tax, fee or
other charge which by law is payable by or on behalf of Holders. The obligation of the
Company under this Section 4.2(b) shall be deemed to be an obligation of the Company under
Section 6.7(2).




     (c) Anything in this Article 4 to the contrary notwithstanding, the Trustee for any
series of Debt Securities shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in Section 4.1
which, as expressed in a Certificate of a Firm of Independent Public Accountants delivered
to such Trustee, are in excess of the amount thereof which would then have been required to
be deposited for the purpose for which such money or U.S. Government Obligations were
deposited or received provided such delivery can be made without liquidating any U.S.
Government Obligations.



     Section 4.3 Satisfaction and Discharge of Indenture.




     Upon compliance by the Company with the provisions of Section 4.1 as to the satisfaction and
discharge of each series of Debt Securities issued hereunder, and if the Company has paid or caused
to be paid all other sums payable under this Indenture, this Indenture shall



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cease to be of any further effect (except as otherwise provided herein). Upon Company Request
and receipt of an Opinion of Counsel and an Officers’ Certificate complying with the provisions of
Section 1.2, the Trustees for all series of Debt Securities (at the expense of the Company) shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture.



     Notwithstanding the satisfaction and discharge of this Indenture, any obligations of the
Company under Sections 3.4, 3.5, 3.6, 4.2(b), 6.7, 6.10, 7.1 and 10.2 and the obligations of the
Trustee for any series of Debt Securities under Section 4.2 shall survive.



     Section 4.4 Reinstatement.




     If the Trustee for any series of Debt Securities is unable to apply any of the amounts (for
purposes of this Section 4.4, “Amounts”) or U.S. Government Obligations, as the case may be,
described in Section 4.1(a)(1)(B)(i) or (ii), respectively, in accordance with the provisions of
Section 4.1 by reason of any legal proceeding or any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the Company’s
obligations under this Indenture and the Debt Securities of such series shall be revived and
reinstated as though no deposit had occurred pursuant to Section 4.1 until such time as the Trustee
for such series is permitted to apply all such Amounts or U.S. Government Obligations, as the case
may be, in accordance with the provisions of Section 4.1; provided, however, that if, due to the
reinstatement of its rights or obligations hereunder, the Company has made any payment of principal
of (or premium, if any) or interest, if any, on such Debt Securities, the Company shall be
subrogated to the rights of the Holders of such Debt Securities to receive payment from such
Amounts or U.S. Government Obligations, as the case may be, held by the Trustee for such series.



ARTICLE 5.

REMEDIES




Section 5.1 Events of Default.




     “Event of Default” wherever used herein with respect to any particular series of Debt
Securities, unless otherwise specified in the Debt Security or the Board Resolution with respect to
that series of Debt Securities, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by operation of
law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):




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




     (2) default in the payment of the principal of (or premium, if any, on) any Debt
Security of that series at its Maturity; or




     (3) default in the performance of, or breach of, any covenant or warranty of the
Company in respect of any Debt Security of that series contained in this Indenture or in
such Debt Securities (other than a covenant or warranty a default in whose



-26-









 







performance or whose breach is elsewhere in this Section specifically dealt with or
which expressly has been included in this Indenture solely for the benefit of Debt
Securities of a series other than that series) or in the applicable Board Resolution under
which such series is issued as contemplated by Section 3.1 and continuance of such default
or breach for a period of 60 days after there has been given, by registered or certified
mail, to the Company by the Trustee for the Debt Securities of such series or to the Company
and such Trustee by the Holders of at least 25% in principal amount of the Outstanding Debt
Securities of that series a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default” hereunder; or




     (4) if an event of default with respect to any other series of Debt Securities or as
defined in any mortgage, indenture, security agreement or other instrument under which there
may be issued, or by which there may be secured or evidenced, any Indebtedness of the
Company for money borrowed in excess of $10 million principal amount, whether such
Indebtedness now exists or shall hereafter be created, shall happen and, if such
Indebtedness is not already matured in accordance with its terms, shall result in such
Indebtedness becoming or being declared due and payable prior to the date on which it would
otherwise become due and payable, and such acceleration shall not have been rescinded or
annulled or such Indebtedness shall not have been discharged, in either case, within a
period of ten days after there has been given, by registered or certified mail in the manner
set forth in Section 1.5, to the Company by the Trustee for the Debt Securities of that
particular series referred to in the first clause of this Section 5.1 or to the Company and
such Trustee by the Holders of at least 25% in principal amount of the Outstanding Debt
Securities of that particular series referred to in the first clause of this Section 5.1 a
written notice specifying such event of default and requiring the Company to cause such
acceleration to be rescinded or annulled or to cause such Indebtedness to be discharged and
stating that such notice is a “Notice of Default” hereunder; provided, that if prior to the
entry of judgment in favor of the Trustee, such default under such indenture or instrument
shall be remedied or cured by the Company or waived by the holders of such Indebtedness,
then the Event of Default hereunder shall be deemed likewise to have been remedied, cured or
waived; and provided, further, that, if such default results from an action of the United
States government or a foreign government which prevents the Company from performing its
obligations under such agreement, indenture or instrument, as evidenced by an Officer’s
Certificate delivered to the Trustee, the occurrence of such default will not be an Event of
Default hereunder; and provided, further, however, that, subject to the provisions of
Sections 6.1 and 6.2, such Trustee shall not be deemed to have knowledge of such default
unless either (A) a Responsible Officer of such Trustee assigned to its Corporate Trust
Office shall have actual knowledge of such default or (B) the Trustee shall have received
written notice thereof from the Company, from the Holders of 10% or more in principal amount
of the Outstanding Debt Securities of such other series, from the holder of any such
Indebtedness or from the trustee under any such mortgage, indenture, security agreement or
other instrument; or




     (5) the entry against the Company of one or more judgments, decrees or orders by a
court having jurisdiction in the premises from which no appeal may be or is taken for the
payment of money, either individually or in the aggregate, in excess of $10 million and the
continuance of such judgment, decree or order unsatisfied and in effect



-27-









 







for any period of 60 consecutive days without a stay of execution and there has been
given, by registered or certified mail in the manner set forth in Section 1.5, to the
Company by the Trustee for the Debt Securities of such series or to the Company and such
Trustee by the Holders of at least 25% in principal amount of the Outstanding Debt
Securities of such series a written notice specifying such entry and continuance of such
judgment, decree or order and stating that such notice is a “Notice of Default” hereunder;
provided, however, that subject to the provisions of Sections 6.1 and 6.2, such Trustee
shall not be deemed to have knowledge of such entry and continuance of such judgment, decree
or order unless either (A) a Responsible Officer of such Trustee assigned to its Corporate
Trust Office shall have actual knowledge thereof or (B) the Trustee shall have received
written notice thereof from the Company or from the Holders of 10% or more in principal
amount of the Outstanding Debt Securities of such series; or




     (6) the Company shall commence any case or proceeding seeking to have an order for
relief entered on its behalf as debtor or to adjudicate it as bankrupt or insolvent or
seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or
readjustment of its debts or any other relief under any bankruptcy, insolvency,
reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or
other similar act or law of any jurisdiction, domestic or foreign, now or hereafter
existing; or the Company shall apply for a receiver, custodian or trustee (other than any
trustee appointed as a mortgagee or secured party in connection with the issuance of
indebtedness for borrowed money of the Company) of it or for all or a substantial part of
its property; or the Company shall make a general assignment for the benefit of creditors;
or the Company shall take any corporate action in furtherance of any of the foregoing; or




     (7) any case or proceeding against the Company shall be commenced seeking to have an
order for relief entered against it or to adjudicate it as bankrupt or insolvent or seeking
reorganization, liquidation, dissolution, winding-up, arrangement, composition or
readjustment of its debts or any other relief under any bankruptcy, insolvency,
reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or
other similar act or law of any jurisdiction, domestic or foreign, now or hereafter
existing; or a receiver, custodian or trustee (other than any trustee appointed as a
mortgagee or secured party in connection with the issuance of indebtedness for borrowed
money of the Company) of the Company or for all or a substantial part of its property shall
be appointed in any such case or proceeding; and such case or proceeding (A) results in the
entry of an order for relief or a similar order against it or (B) shall continue unstayed
and in effect for a period of 60 consecutive days.



     Section 5.2 Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default with respect to any particular series of Debt Securities occurs and is
continuing, then and in every such case either the Trustee for the Debt Securities of such series
or the Holders of not less than 25% in principal amount of the Outstanding Debt Securities of that
series may declare the entire principal amount (or, in the case of Discounted Debt Securities, such
lesser amount as may be provided for in the terms of that series) of all the Debt Securities of
that series to be due and payable immediately, by a notice in writing to the Company (and to such
Trustee if given by Holders), and upon any such declaration of acceleration such principal



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or such lesser amount, as the case may be, together with accrued interest and all other
amounts owing hereunder, shall become immediately due and payable, without presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived.



     At any time after such a declaration of acceleration has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee for the Debt Securities of any
series as hereinafter in this Article provided, the Holders of a majority in principal amount of
the Outstanding Debt Securities of that series, by written notice to the Company and such Trustee,
may rescind and annul such declaration and its consequences if:




     (1) the Company has paid or deposited with such Trustee a sum sufficient to pay




     (A) all overdue interest on all Debt Securities of that series;




     (B) the principal of (and premium, if any, on) any Debt Securities of that
series which have become due otherwise than by such declaration of acceleration and
interest thereon from the date such principal became due at a rate per annum equal
to the rate borne by the Debt Securities of such series (or, in the case of
Discounted Debt Securities, the Debt Securities’ Yield to Maturity), to the extent
that the payment of such interest shall be legally enforceable;




     (C) to the extent that payment of such interest is lawful, interest upon
overdue interest at a rate per annum equal to the rate borne by the Debt Securities
of such series (or, in the case of Discounted Debt Securities, the Debt Securities’
Yield to Maturity); and




     (D) all sums paid or advanced by such Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of such Trustee, its agents and
counsel and all other amounts due to such Trustee under Section 6.7; and




     (2) all Events of Default with respect to the Debt Securities of such series, other
than the nonpayment of the principal of Debt Securities of that series which has become due
solely by such acceleration, have been cured or waived as provided in Section 5.13. No such
rescission shall affect any subsequent default or impair any right consequent thereon.



     Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.




     The Company covenants that if:




     (1) default is made in the payment of any interest upon any Debt Security of any series
when such interest becomes due and payable and such default continues for a period of 30
days; or




     (2) default is made in the payment of the principal of (or premium, if any, on) any
Debt Security of any series at its Maturity, the Company will, upon demand of the



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Trustee for the Debt Securities of such series, pay to it, for the benefit of the
Holders of such Debt Securities, the whole amount then due and payable on such Debt
Securities for principal (and premium, if any) and interest, if any, with interest upon the
overdue principal (and premium, if any) and, to the extent that payment of such interest
shall be legally enforceable, upon any overdue installments of interest at a rate per annum
equal to the rate borne by such Debt Securities (or, in the case of Discounted Debt
Securities, the Debt Securities’ Yield to Maturity); and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of such Trustee, its agents
and counsel and all other amounts due to such Trustee under Section 6.7.



     If the Company fails to pay such amounts forthwith upon such demand, such Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, and may prosecute such proceedings to judgment or final decree, and may
enforce the same against the Company and collect the moneys adjudged or decreed to be payable in
the manner provided by law out of the property of the Company, wherever situated.



     If an Event of Default with respect to Debt Securities of any particular series occurs and is
continuing, the Trustee for the Debt Securities of such series may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Debt Securities of that series by
such appropriate judicial proceedings as such 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 5.4 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 relating to the
Company or the property of the Company or its creditors, the Trustee for the Debt Securities of any
series (irrespective of whether the principal (or lesser amount in the case of Discounted Debt
Securities) of any Debt Security of such series shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether such Trustee shall have made any demand
on the Company for the payment of overdue principal or interest) shall be entitled and empowered,
by intervention in such proceeding or otherwise




     (i) to file and prove a claim for the whole amount of principal (or lesser amount in
the case of Discounted Debt Securities) (and premium, if any) and interest, if any, owing
and unpaid in respect of the Debt Securities of such series and to file such other papers or
documents as may be necessary or advisable in order to have the claims of such Trustee
(including any claim for the reasonable compensation, expenses, disbursements and advances
of such Trustee, its agents and counsel and all other amounts due to such Trustee under
Section 6.7) and of the Holders of the Debt Securities of such series allowed in such
judicial proceeding;



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




     (iii) unless prohibited by law or applicable regulations, to vote on behalf of the
Holders of the Debt



     Securities of such series in any election of a trustee in bankruptcy or other person
performing similar functions; and any receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by each Holder of Debt
Securities to make such payments to such Trustee, and in the event that such Trustee shall consent
to the making of such payments directly to the Holders of Debt Securities, to pay to such Trustee
any amount due to it for the reasonable compensation, expenses, disbursements and advances of such
Trustee, its agents and counsel, and any other amounts due such Trustee under Section 6.7.



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



     Section 5.5 Trustee May Enforce Claims Without Possession of Debt Securities.



     All rights of action and claims under this Indenture or the Debt Securities of any series may
be prosecuted and enforced by the Trustee for the Debt Securities of any series without the
possession of any of the Debt Securities of such series or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by such 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 such Trustee, its
agents and counsel and all other amounts due to such Trustee under Section 6.7, be for the ratable
benefit of the Holders of the Debt Securities of such series in respect of which such judgment has
been recovered.



     Section 5.6 Application of Money Collected.




     Any money collected by the Trustee for the Debt Securities of any series pursuant to this
Article with respect to the Debt Securities of such series shall be applied in the following order,
at the date or dates fixed by such Trustee and, in case of the distribution of such money on
account of principal (or premium, if any) or interest, if any, upon presentation of the Debt
Securities of such series and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:



     First: To the payment of all amounts due such Trustee under Section 6.7;



     Second: To the payment of the amounts then due and unpaid upon the Debt Securities of such
series for principal of (and premium, if any) and interest, if any, on such Debt Securities in



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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 (and premium, if any) and interest, if any, respectively; and



     Third: The balance, if any, to the Person or Persons entitled thereto.



     Section 5.7 Limitation on Suits.




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




     (1) an Event of Default with respect to that series shall have occurred and be
continuing and such Holder shall have previously given written notice to the Trustee for the
Debt Securities of such series of such default and the continuance thereof;




     (2) the Holders of not less than 25% in principal amount of the Outstanding Debt
Securities of that series shall have made written request to the Trustee for the Debt
Securities of such series to institute proceedings in respect of such Event of Default in
its own name as Trustee hereunder;




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




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




     (5) no direction inconsistent with such written request has been given to such Trustee
during such 60-day period by the Holders of a majority in principal amount of the
Outstanding Debt Securities of that series; it being understood and intended that no Holder
or Holders of Debt Securities of that series shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders of Debt Securities of that series, or to enforce
any right under this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all the Holders of Debt Securities of that series.



     Section 5.8 Unconditional Right of Holders to Receive Principal (and Premium, if any) and
Interest, if any.




     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 3.7) interest, if any, on such Debt Security on the
respective Stated 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 right
shall not be impaired without the consent of such Holder.



     Section 5.9 Restoration of Rights and Remedies.




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



     Section 5.10 Rights and Remedies Cumulative.




     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Debt Securities in the last paragraph of Section 3.6, no right or remedy
herein conferred upon or reserved to the Trustee for the Debt Securities of any series or to the
Holders of Debt Securities 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 5.11 Delay or Omission Not Waiver.




     No delay or omission of the Trustee for the Debt Securities of any series or of any Holder of
any Debt Security of such series to exercise any right or remedy accruing upon any Event of Default
with respect to the Debt Securities of such series 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 such Trustee for the Debt Securities of any series or to
the Holders may be exercised from time to time, and as often as may be deemed expedient, by such
Trustee or by the Holders, as the case may be.



     Section 5.12 Control by Holders.




     The Holders of a majority in principal amount of the Outstanding Debt Securities of any
particular series shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee for the Debt Securities of such series with
respect to the Debt Securities of that series or exercising any trust or power conferred on such
Trustee with respect to such Debt Securities, provided that:




     (1) such direction shall not be in conflict with any rule of law or with this
Indenture; and




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



     Section 5.13 Waiver of Past Defaults.




     The Holders of not less than a majority in principal amount of the Outstanding Debt Securities
of any particular series may on behalf of the Holders of all the Debt Securities of that



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series waive any past default hereunder with respect to that series and its consequences,
except:




     (1) a default in the payment of the principal of (or premium, if any) or interest, if
any, on any Debt Security of that series; or




     (2) a default with respect to a covenant or provision hereof which under Article 9
cannot be modified or amended without the consent of the Holder of each Outstanding Debt
Security of that series affected.



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



     Section 5.14 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, which may affect
the covenants or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein granted to the Trustee
for any series of Debt Securities, but will suffer and permit the execution of every such power as
though no such law had been enacted.



     Section 5.15 Undertaking for Costs.




     All parties to this Indenture agree, and each Holder of any Debt Security by his acceptance
thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken, 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 principal amount of the
Outstanding Debt Securities of such series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest 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).



ARTICLE 6.

THE TRUSTEE




     Section 6.1 Certain Duties and Responsibilities.



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     (a) Except during the continuance of an Event of Default with respect to the Debt
Securities of any series for which the Trustee is serving as such,




     (1) such Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or obligations
shall be read into this Indenture against such Trustee; and




     (2) in the absence of bad faith on its part, such Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to such Trustee and
conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions which by any provisions hereof are specifically required to
be furnished to such Trustee, such Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Indenture.




     (b) In case an Event of Default with respect to a series of Debt Securities has
occurred and is continuing, the Trustee for the Debt Securities of such series 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 his or her own affairs.




     (c) No provision of this Indenture shall be construed to relieve the Trustee for Debt
Securities of any series from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that no provision of this Indenture
shall require the Trustee for any series of Debt Securities to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.




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



     Section 6.2 Notice of Defaults.




     Within 90 days after the occurrence of any default hereunder with respect to Debt Securities
of any particular series, the Trustee for the Debt Securities of such series shall give to Holders
of Debt Securities of that series, in the manner set forth in Section 1.6, notice of such default
known to such Trustee, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of (or premium, if any) or
interest, if any, on any Debt Security of that series, or in the deposit of any sinking fund
payment with respect to Debt Securities of that series, such Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of such Trustee in good faith determines
that the withholding of such notice is in the interest of the Holders of Debt Securities of that



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series; and provided, further, that in the case of any default of the character specified in
Section 5.1(3) with respect to Debt Securities of that series 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 which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Debt Securities of that series.



     Section 6.3 Certain Rights of Trustee.




     Except as otherwise provided in Section 6.1:




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




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




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




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




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




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




     (g) such 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 such



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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.



     Section 6.4 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 thereof, shall be taken as the statements of the Company, and neither the Trustee
for any series of Debt Securities, nor any Authenticating Agent assumes any responsibility for
their correctness. The Trustee for any series of Debt Securities makes no representations as to
the validity or sufficiency of this Indenture or of the Debt Securities of any series. Neither the
Trustee for any series of Debt Securities nor any Authenticating Agent shall be accountable for the
use or application by the Company of Debt Securities or the proceeds thereof.



     Section 6.5 May Hold Debt Securities.




     The Trustee for any series of Debt Securities, any Authenticating Agent, Paying Agent, Debt
Security Registrar or any other agent of the Company or such Trustee, in its individual or any
other capacity, may become the owner or pledgee of Debt Securities and, subject to Sections 6.8 and
6.13, may otherwise deal with the Company with the same rights it would have if it were not such
Trustee, Authenticating Agent, Paying Agent, Debt Security Registrar or other agent.



     Section 6.6 Money Held in Trust.




     Money held by the Trustee for any series of Debt Securities in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee for any series of
Debt Securities shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.



     Section 6.7 Compensation and Reimbursement.




     The Company agrees:




     (1) to pay to the Trustee for any series of Debt Securities 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);




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




     (3) to indemnify such Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this trust, including the costs and



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expenses of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.



     As security for the performance of the obligations of the Company under this Section the
Trustee for any series of Debt Securities shall have a lien prior to the Debt Securities upon all
property and funds held or collected by such Trustee as such, except funds held in trust for the
payment of principal of (and premium, if any) or interest, if any, on any particular series Debt
Securities. Such lien shall survive satisfaction and discharge of this Indenture.



     Section 6.8 Disqualification; Conflicting Interests.




     The Trustee for any series of Debt Securities shall be subject to and comply with the
provisions of Section 310(b) of the Trust Indenture Act during the period of time required thereby.
Nothing herein shall prevent the Trustee for any series of Debt Securities from filing with the
Commission the application referred to in the penultimate paragraph of Section 310(b) of the Trust
Indenture Act. In determining whether the Trustee for any series of Debt Securities has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act, the Debt Securities
of any other series of Debt Securities shall be excluded.



     Section 6.9 Corporate Trustee Required, Different Trustees for Different Series;
Eligibility.




     There shall at all times be a Trustee hereunder for the Debt Securities of each series which
satisfies the requirements of Trust Indenture Act Sections 310(a)(1), 310(a)(2) and 310(a)(5), has
a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination
by Federal, State or District of Columbia authority. A different Trustee may be appointed by the
Company for each series of Debt Securities prior to the issuance of such Debt Securities. If the
initial Trustee for any series of Debt Securities is to be other than U.S. Bank, National
Association, the Company and such Trustee shall, prior to the issuance of such Debt Securities,
execute and deliver an indenture supplemental hereto, which shall provide for the appointment of
such Trustee as Trustee for the Debt Securities of such series and shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee. If at any time the
Trustee for the Debt Securities of any series 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 6.10 Resignation and Removal; Appointment of Successor.





     (a) No resignation or removal of the Trustee for the Debt Securities of any series 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 6.11.



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     (b) The Trustee for the Debt Securities of any series may resign at any time with
respect to the Debt Securities of such series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by Section 6.11
shall not have been delivered to the Trustee for the Debt Securities of such series 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 for the Debt Securities of any series may be removed at any time with
respect to the Debt Securities of such series by Act of the Holders of a majority in
principal amount of the Outstanding Debt Securities of such series, delivered to such
Trustee and to the Company.




     (d) If at any time:




     (1) the Trustee for the Debt Securities of any series shall fail to comply with
Section 310(b) of the Trust Indenture Act pursuant to Section 6.8 after written
request therefor by the Company or by any Holder who has been a bona fide Holder of
a Debt Security of such series for at least six months unless the Trustee’s duty to
resign is stayed in accordance with Section 310(b) of the Trust Indenture Act, or




     (2) such Trustee shall cease to be eligible under Section 6.9 and shall fail to
resign after written request therefor by the Company or by any such Holder, or




     (3) such Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of such Trustee or of its property shall be
appointed or any public officer shall take charge or control of such Trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (i) the Company by a Board Resolution may
remove such Trustee or (ii) 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 himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of such Trustee and the appointment of a successor Trustee.




     (e) If the Trustee for the Debt Securities of any series shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of Trustee for the
Debt Securities of any series for any cause, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee with respect to the Debt Securities of such series and
shall comply with the applicable requirements of Section 6.11. 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 such 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 6.11, become the successor Trustee for the Debt



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Securities of such series and supersede the successor Trustee appointed by the Company.
If no successor Trustee for the Debt Securities of such series shall have been so appointed
by the Company or the Holders and shall have accepted appointment in the manner required by
Section 6.11, and if such Trustee is still incapable of acting, 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
himself 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) 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 in the manner and to the extent
provided in Section 1.6. Each notice shall include the name of the successor Trustee with
respect to the Debt Securities of that series and the address of its Corporate Trust Office.



    Section 6.11 Acceptance of Appointment by Successor.





     (a) Every such successor Trustee appointed hereunder with respect to the Debt
Securities of any series shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor Trustee without
any further act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an
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, subject to the lien provided for
in Section 6.7.




     (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 each
Trustee shall be trustee of a trust or trusts hereunder separate and apart from any



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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
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 and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts referred to in Subsections (a) or (b) of this Section, as
the case may be.




     (d) No successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee for the Debt Securities of any series shall be qualified
and eligible under this Article.




     (e) Notwithstanding replacement of the Trustee pursuant to Section 6.10, the Company’s
obligations under Section 6.7 shall continue for the benefit of the retiring Trustee with
respect to expenses, losses and liabilities incurred by it prior to such replacement.



     Section 6.12 Merger, Conversion, Consolidation or Succession to Business.



     Any corporation into which the Trustee or the Authenticating Agent, as the case may be, for
the Debt Securities of any series 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 Trustee or
such Authenticating Agent, as the case may be, shall be a party, or any corporation succeeding to
all or substantially all of the corporate trust business of such Trustee, shall be the successor of
such Trustee or such Authenticating Agent, as the case may be, hereunder, provided such successor
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 or the Trustee, the
Authenticating Agent or their respective successor corporations. In case any Debt Securities shall
have been authenticated, but not delivered, by the Trustee or the Authenticating Agent for such
series then in office, any successor by merger, conversion or consolidation to such authenticating
Trustee or Authenticating Agent, as the case may be, may adopt such authentication and deliver the
Debt Securities so authenticated with the same effect as if such successor Trustee or successor
Authenticating Agent had itself authenticated such Debt Securities.



     Section 6.13 Preferential Collection of Claims Against Company.



     The Trustee for any particular series of Debt Securities shall comply with Section 311(a) of
the Trust Indenture Act for that particular series of Debt Securities, excluding any creditor




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relationship listed in Section 311(b) of that Act. If the Trustee for any particular series of
Debt Securities shall resign or be removed as Trustee for that particular series of Debt
Securities, it shall be subject to Section 311(a) of the Trust Indenture Act to the extent provided
therein.




     Section 6.14 Authenticating Agents.



     From time to time the Trustee for the Debt Securities of any series may, subject to its sole
discretion, appoint one or more Authenticating Agents with respect to the Debt Securities of such
series, which may include the Company or any Affiliate of the Company, with power to act on the
Trustee’s behalf and subject to its discretion in the authentication and delivery of Debt
Securities of such series in connection with transfers and exchanges hereunder, including but not
limited to those pursuant to Sections 3.4, 3.5, 3.6 and 11.7, as fully to all intents and purposes
as though such Authenticating Agent had been expressly authorized by those Sections of this
Indenture to authenticate and deliver Debt Securities of such series. For all purposes of this
Indenture, the authentication and delivery of Debt Securities of such series by an Authenticating
Agent for such Debt Securities pursuant to this Section shall be deemed to be authentication and
delivery of such Debt Securities “by the Trustee” for the Debt Securities of such series. Any such
Authenticating Agent shall at all times be a corporation organized and doing business under the
laws of the United States or of any State, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal, State or District of Columbia authority. If such Authenticating Agent
publishes reports of condition at least annually pursuant to law or 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 an Authenticating Agent for any
series of Debt Securities 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 Authenticating Agent for any series of Debt Securities may resign at any time by giving
written notice of resignation to the Trustee for such series and to the Company. The Trustee for
any series of Debt Securities may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and to the Company in the manner
set forth in Section 1.5. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent for any series of Debt Securities shall cease to be
eligible under this Section, the Trustee for such series may appoint a successor Authenticating
Agent, shall give written notice of such appointment to the Company and shall give written notice
of such appointment to all Holders of Debt Securities of such series in the manner set forth in
Section 1.6. 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 Trustee for the Debt Securities of each series agrees to pay to any Authenticating Agent
for such series from time to time reasonable compensation for its services, and such Trustee shall
be entitled to be reimbursed for such payments, subject to Section 6.7.



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



     “This is one of the Debt Securities, of the series designated herein, described in the
within-mentioned Indenture.



	 	 	 	 	 
	 	U.S. BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	As Authenticating Agent 	 
	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer” 	 
	 	 	 	 
	 



ARTICLE 7.

HOLDERS’ REPORTS BY TRUSTEE AND COMPANY





     Section 7.1 Preservation of Information; Company to Furnish Trustee Names and Addresses of
Holders.



     The Trustee for any particular series of Debt Securities shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names and addresses of
Holders of the Debt Securities of that series. Neither the Company nor such Trustee shall be under
any responsibility with regard to the accuracy of such list. With respect to each series of Debt
Securities, the Company, in furnishing information regarding such Holders to such Trustee, and such
Trustee, will satisfy the requirements imposed upon each of them by Section 312(a) of the Trust
Indenture Act.



     Section 7.2 Communications to Holders.



     Holders of any particular series of Debt Securities may communicate with other Holders of Debt
Securities of that series with respect to their rights under this Indenture or under such series of
Debt Securities pursuant to Section 312(b) of the Trust Indenture Act. The Company and the Trustee
for any particular series of Debt Securities and any and all other Persons benefited by this
Indenture shall have the protection afforded by Section 312(c) of the Trust Indenture Act.



     Section 7.3 Reports by Trustee.



     Within 60 days after November 15 of each year commencing with the year following the first
issuance of Debt Securities, the Trustee for the Debt Securities of each series shall transmit by
mail to all Holders of the Debt Securities of such series a brief report dated as of such date that
complies with Section 313(a) of the Trust Indenture Act, but only if such report is required in any
year under such Section 313(a) of the Trust Indenture Act. With respect to each series of



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Debt Securities, the Trustee shall also comply with Sections 313(b) and 313(c) of the Trust
Indenture Act. At any time a report is mailed to the Holders of any particular series of Debt
Securities, a copy of such report shall be filed with the Commission and with each securities
exchange, if any, on which the Debt Securities of such series are listed. With respect to each
series of Debt Securities, the Company will notify the applicable Trustee when such series of Debt
Securities is listed on any securities exchange.



     Section 7.4 Reports by Company.



     The Company shall file such annual and/or periodic reports and certificates with the Trustees
for each series of Debt Securities and/or with the Commission and/or with the Holders of each
series of Debt Securities as are required by the provisions of Section 314(a) of the Trust
Indenture Act.



ARTICLE 8.

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER




     Section 8.1 Company May Consolidate, Etc., Only on Certain Terms.



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




     (1) either (i) the Company shall be the continuing corporation or (ii) the Person (if
other than the Company) formed by such consolidation or into which the Company is merged or
the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition
all or substantially all of the properties and assets of the Company as an entirety (x)
shall be a corporation, partnership or trust organized and validly existing under the laws
of the United States or any State thereof or the District of Columbia and (y) 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, if any, on all the Debt Securities and the
performance and observance of every covenant of this Indenture on the part of the Company to
be performed or observed;




     (2) immediately after giving effect to such transaction (and treating any Indebtedness
not previously an obligation of the Company or a Subsidiary which becomes the obligation of
the Company or any of its Subsidiaries in connection with or as a result of such transaction
as having been incurred at the time of such transaction), no Event of Default, and no event
which, after notice or lapse of time, or both, would become an Event of Default, shall have
occurred and be continuing;




     (3) such other conditions, if any, as may be set forth in the Board Resolution
establishing the Debt Securities of that particular series are met or complied with; and




     (4) the Company has delivered to the Trustee for each series of Debt Securities an
Officers’ Certificate and an Opinion of Counsel each stating that such consolidation,
merger, conveyance or transfer and such supplemental indenture comply



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with this Article and that all conditions precedent herein provided for relating to
such transaction have been complied with.



     Section 8.2 Successor Corporation Substituted.



     Upon any consolidation or merger, or any conveyance or transfer of the properties and assets
of the Company substantially as an entirety in accordance with Section 8.1, the successor Person
formed by such consolidation or into which the Company is merged or to which such conveyance or
transfer is made shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor Person had been
named as the Company herein and thereafter the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Debt Securities and, in the event of any
such consolidation, merger, conveyance or transfer, the Company as the predecessor corporation may
thereupon or at any time thereafter be dissolved, wound up, or liquidated.



ARTICLE 9.

SUPPLEMENTAL INDENTURES




     Section 9.1 Supplemental Indentures Without Consent of Holders.



     Without the consent of any Holders of Debt Securities, the Company, when authorized by a Board
Resolution, and the Trustee for the Debt Securities of any or all series, at any time and from time
to time, may enter into one or more indentures supplemental hereto, in form satisfactory to such
Trustee, for any of the following purposes:




     (1) to evidence the succession of another corporation to the Company pursuant to
Article 8, and the assumption by any such successor of the covenants of the Company herein
and in the Debt Securities contained; or




     (2) to add to the covenants of the Company, for the benefit of the Holders of all or
any particular series of Debt Securities (and, if such covenants are to be for the benefit
of fewer than all series of Debt Securities, stating that such covenants are being included
solely for the benefit of such series), or to surrender any right or power herein conferred
upon the Company; or




     (3) to add any additional Events of Default with respect to any or all series of Debt
Securities (and, if any such Event of Default applies to fewer than all series of Debt
Securities, stating each series to which such Event of Default applies); or




     (4) to add to, change or eliminate any of the provisions of this Indenture, provided,
however, that any such addition, change or elimination shall become effective only when
there is no Debt Security Outstanding of any series created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provision and as to which
such supplemental indenture would apply; or




     (5) to evidence and provide for the acceptance of appointment hereunder of a Trustee
other than U.S. Bank, National Association as Trustee for a series of Debt



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Securities and to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 6.9; or




     (6) to evidence and provide for the acceptance of appointment hereunder by a 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 6.11(b); or




     (7) to establish the conditions, limitations and restrictions on the authorized amount,
form, terms or purposes of issue, authentication and delivery of Debt Securities, as herein
set forth, and other conditions, limitations and restrictions thereafter to be observed; or




     (8) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the satisfaction and discharge of any series of Debt
Securities pursuant to Section 4.1; provided, however, that any such action shall not
adversely affect the interests of the Holders of Debt Securities of such series or any other
series of Debt Securities in any material respect; or




     (9) to add to or change or eliminate any provisions of this Indenture as shall be
necessary or desirable in accordance with any amendments to the Trust Indenture Act; or




     (10) to cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, to convey, transfer, assign, mortgage or
pledge any property to or with the Trustee for the Debt Securities of any series or to
surrender any right or power herein conferred upon the Company, or to make any other
provisions with respect to matters or questions arising under this Indenture, provided such
action shall not adversely affect the rights of the Holders of Debt Securities of any
particular series in any material respect.



     Section 9.2 Supplemental Indentures With Consent of Holders.



     The Company, when authorized by a Board Resolution, and the Trustee for the Debt Securities of
any or all series 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 or of modifying in any manner the rights of the Holders of such Debt Securities under
this Indenture, but only with the consent of the Holders of more than 50% in aggregate principal
amount of the Outstanding Debt Securities of each series of Debt Securities then Outstanding
affected thereby, in each case by Act of said Holders of Debt Securities of each such series
delivered to the Company and the Trustee for Debt Securities of each such series; provided,
however, that no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Debt Security affected thereby:




     (1) change the Stated Maturity of the principal of, or any installment of principal of
or interest on, any Debt Security, or reduce the principal amount thereof or



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the rate of interest thereon, if any, or any premium payable upon the redemption
thereof, or reduce the amount of the principal of a Discounted Debt Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.2, or change the Place of Payment, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date); or




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




     (3) modify any of the provisions of this Section or Section 5.13 or Section 10.7,
except to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Debt
Security affected thereby; provided, however, that this clause shall not be deemed to
require the consent of any Holder of a Debt Security with respect to changes in the
references to “the Trustee” and concomitant changes in this Section and Section 10.7, or the
deletion of this proviso, in accordance with the requirements of Sections 6.9, 6.11(b),
9.1(6) and 9.1(7).



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



     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.



     Section 9.3 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 for any series of Debt Securities shall be entitled to receive, and (subject to Section
6.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The Trustee for any
series of Debt Securities may, but shall not be obligated to, enter into any such supplemental
indenture which affects such Trustee’s own rights, liabilities, duties or immunities under this
Indenture or otherwise.



     Section 9.4 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.



     Section 9.5 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 9.6 Reference in Debt Securities to Supplemental Indentures.



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



ARTICLE 10.

COVENANTS




     Section 10.1 Payment of Principal (and Premium, if any) and Interest, if any.



     The Company agrees, for the benefit of each particular series of Debt Securities, that it will
duly and punctually pay (except as otherwise specified pursuant to Section 3.1 for the Debt
Securities of such series) the principal of (and premium, if any) and interest, if any, on that
series of Debt Securities in accordance with the terms of the Debt Securities of such series and
this Indenture.



     Section 10.2 Maintenance of Office or Agency.



     The Company will maintain in each Place of Payment for a series of Debt Securities an office
or agency where Debt Securities of that series may be presented or surrendered for payment, where
Debt Securities of that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company with respect to the Debt Securities of that series
and this Indenture may be served. The Company will give prompt written notice to the Trustee for
the Debt Securities of that series of the location, and any change in the location, of any such
office or agency. If at any time the Company shall fail to maintain any such required office or
agency in respect of any series of Debt Securities or shall fail to furnish the Trustee for the
Debt Securities of that series with the address thereof, such presentations (to the extent
permitted by law) and surrenders of Debt Securities of that series may be made and notices and
demands may be made or served at the Corporate Trust Office of such Trustee, and the Company hereby
appoints the same as its agent to receive such respective presentations, surrenders, notices and
demands.



     The Company may also from time to time designate one or more other offices or agencies (in or
outside the Place of Payment) where the Debt Securities of one or more series may be presented or
surrendered for any or all of the purposes specified above in this Section and may



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from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for such purpose. The Company will give prompt written notice to
the Trustee for the Debt Securities of each series so affected of any such designation or
rescission and of any change in the location of any such office or agency.



     Section 10.3 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 any particular
series of Debt Securities, it will, on or not more than one Business Day before each due date of
the principal of (and premium, if any) or interest, if any, on any of the Debt Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum (except
as otherwise specified pursuant to Section 3.1 for the Debt Securities of such series) sufficient
to pay the principal (and premium, if any) and interest, if any, so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify
the Trustee for the Debt Securities of such series of its action or failure so to act.



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



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




     (1) hold all sums held by it for the payment of the principal of (and premium, if any)
or interest, if any, on Debt Securities of that series 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;




     (2) give such Trustee notice of any default by the Company in the making of any payment
of principal (or premium, if any) and interest, if any, on Debt Securities of that series;




     (3) at any time during the continuation of any such default, upon the written request
of such Trustee, forthwith pay to such Trustee all sums so held in trust by such Paying
Agent; and




     (4) acknowledge, accept and agree to comply in all respects with the provisions of this
Indenture relating to the duties, rights and disabilities of such Paying Agent.



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     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee for the Debt Securities of any series all sums held in trust by the Company or such
Paying Agent, such sums to be held by such Trustee upon the same trusts as those upon which such
sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to
such Trustee, such Paying Agent shall be released from all further liability with respect to such
money.



     Any money deposited with the Trustee for the Debt Securities of any series or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if
any) and interest, if any, on any Debt Security of any particular series and remaining unclaimed
for two years after such principal (and premium, if any) and interest, if any, has become due and
payable shall, unless otherwise required by mandatory provisions of applicable escheat, abandoned
or unclaimed property law, be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trusts; and the Holder of such Debt Security shall,
thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all
liability of such 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 such Trustee or
such Paying Agent, before being required to make any such repayment may mail written notice to each
such Holder of such Debt Security in the manner set forth in Section 1.5, or may, in its
discretion, in the name and at the expense of the Company, cause to be published at least once in a
newspaper published in the English language customarily on each Business Day and of general
circulation in the Borough of Manhattan, the City of New York, notice, that such money remains
unclaimed and that, after a date specified therein, which shall not be less than 30 days from the
date of such mailing or publication, any unclaimed balance of such money then remaining will,
unless otherwise required by mandatory provisions of applicable escheat, abandoned or unclaimed
property law, be repaid to the Company.



     Section 10.4 Payment of Taxes and Other Claims.



     The Company shall pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon it or
upon its income, profits or property, and (2) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a lien upon its property; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings.



     Section 10.5 Maintenance of Properties.



     The Company shall 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 supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company from discontinuing the
operation and maintenance of any of its properties if such



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discontinuance is, in the judgment of the Company, desirable in the conduct of its business
and not disadvantageous in any material respect to the Holders.



     Section 10.6 Corporate Existence.



     Subject to Article 8, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights (charter and statutory)
and franchises; provided, however, that the Company shall not be required to preserve any right or
franchise if the Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Holders; and provided, further, however, that the
foregoing shall not prohibit a sale, transfer or conveyance of a Subsidiary or any of its assets in
compliance with the terms of this Indenture.



     Section 10.7 Waiver of Certain Covenants.



     The Company may omit in any particular instance to comply with any covenant or condition set
forth in Section 10.4 to Section 10.6 or set forth in any Board Resolution establishing the Debt
Securities of a series, if before or after the time for such compliance the Holders of more than
50% in principal amount of the Outstanding Debt Securities of each series of Debt Securities
affected by the omission shall, in each case by Act of such Holders, either waive such compliance
in such instance or generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the duties of the
Trustee for the Debt Securities of each series with respect to any such covenant or condition shall
remain in full force and effect.



ARTICLE 11.

REDEMPTION OF DEBT SECURITIES




     Section 11.1 Applicability of This Article.



     Redemption of Debt Securities of any series (whether by operation of a sinking fund or
otherwise) as permitted or required by any form of Debt Security issued pursuant to this Indenture
shall be made in accordance with such form of Debt Security and this Article; provided, however,
that if any provision of any such form of Debt Security shall conflict with any provision of this
Article, the provision of such form of Debt Security shall govern.



     Section 11.2 Election to Redeem; Notice to Trustee.



     The election of the Company to redeem any Debt Securities of any series shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election of the Company of
less than all of the Debt Securities of any particular series, the Company shall, at least 30 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to
the Trustee for the Debt Securities of such series) notify such Trustee by Company Request of such
Redemption Date and of the principal amount of Debt Securities of that series to be redeemed and
shall deliver to such Trustee such documentation and records as shall enable such Trustee to
authorize the Debt Security Registrar to select the Debt Securities to



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be redeemed pursuant to Section 11.3. In the case of any redemption of Debt Securities of any
series prior to the expiration of any restriction on such redemption provided in the terms of such
Debt Securities or elsewhere in this Indenture, the Company shall furnish the Trustee for Debt
Securities of such series with an Officers’ Certificate evidencing compliance with such
restriction.



     Section 11.3 Selection by Debt Security Registrar of Debt Securities to Be Redeemed.



     If less than all the Debt Securities are to be redeemed, the Company may select the series to
be redeemed, and if less than all the Debt Securities of any series are to be redeemed, the
particular Debt Securities of that series to be redeemed shall be selected not more than 30 days
prior to the Redemption Date by the Debt Security Registrar for the Debt Securities of such series,
from the Outstanding Debt Securities of that series not previously called for redemption, by such
method as such Debt Security Registrar shall deem fair and appropriate and which may provide for
the selection for redemption of portions (equal to the minimum authorized denomination for Debt
Securities of that series, or any integral multiple thereof) of the principal amount of Debt
Securities of that series of a denomination larger than the minimum authorized denomination for
Debt Securities of that series pursuant to Section 3.2.



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



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



     Section 11.4 Notice of Redemption.



     Notice of redemption shall be given in the manner provided in Section 1.6 not later than the
thirtieth day and not earlier than the sixtieth day prior to the Redemption Date, to each Holder of
Debt Securities to be redeemed.



     All notices of redemption shall state:




     (1) the Redemption Date,




     (2) the Redemption Price,




     (3) if less than all Outstanding Debt Securities of a particular series are to be
redeemed, the identification (and, in the case of partial redemption, the respective
principal amounts) of the particular Debt Securities to be redeemed,




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



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     (5) the place or places where such Debt Securities, are to be surrendered for payment
of the Redemption Price, and




     (6) that the redemption is for a sinking fund, if such is the case.



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



     Section 11.5 Deposit of Redemption Price.



     Prior to the opening of business on any Redemption Date, the Company shall deposit with the
Trustee for the Debt Securities to be redeemed or with a Paying Agent for such Debt Securities (or,
if the Company is acting as its own Paying Agent for such Debt Securities, segregate and hold in
trust as provided in Section 10.3) an amount of money (except as otherwise specified pursuant to
Section 3.1 for the Debt Securities of such Series) sufficient to pay the principal amount of (and
premium, if any, thereon), and (except if the Redemption Date shall be an Interest Payment Date)
any accrued interest on, all the Debt Securities which are to be redeemed on that date.



     Section 11.6 Debt Securities Payable on Redemption Date.



     Notice of redemption having been given as aforesaid, the Debt Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price therein specified
(except as otherwise provided pursuant to Section 3.1 for the Debt Securities of such series) and
from and after such date (unless the Company shall default in the payment of the Redemption Price)
such Debt Securities shall cease to bear interest. Upon surrender of such Debt Security for
redemption in accordance with said notice, such Debt Security or specified portions thereof shall
be paid by the Company at the Redemption Price; provided, however, that unless otherwise specified
as contemplated by Section 3.1, installments of interest on Debt Securities whose Stated Maturity
is on or prior to the Redemption Date shall be payable to the Holders of such Debt Securities, or
one or more Predecessor Debt Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section 3.7.



     If any Debt Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest
from the Redemption Date at a rate per annum equal to the rate borne by the Debt Security (or, in
the case of Discounted Debt Securities, the Debt Security’s Yield to Maturity).



     Section 11.7 Debt Securities Redeemed in Part.



     Any Debt Security which is to be redeemed only in part shall be surrendered at the Place of
Payment (with, if the Company or the Trustee for such Debt Security so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and the Debt Security
Registrar for such Debt Security duly executed by, the Holder thereof or his attorney duly
authorized in writing), and the Company shall execute and such Trustee shall authenticate and
deliver to the Holder of such Debt Security without service charge, a new Debt



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Security or Debt Securities, of any authorized denomination as requested by such Holder, of
the same series and having the same terms and provisions and in an aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Debt Security so surrendered.



ARTICLE 12.

SINKING FUNDS SECTION




     Section 12.1 Applicability of This Article.



     Redemption of Debt Securities through operation of a sinking fund as permitted or required by
any form of Debt Security issued pursuant to this Indenture shall be made in accordance with such
form of Debt Security and this Article; provided, however, that if any provision of any such form
of Debt Security shall conflict with any provision of this Article, the provision of such form of
Debt Security shall govern.



     The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of
any particular series is herein referred to as a “mandatory sinking fund payment”, and any payment
in excess of such minimum amount provided for by the terms of Debt ##Securities of any particular
series is herein referred to as an “optional sinking fund payment”. If provided for by the terms
of Debt Securities of any particular series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to
the redemption of Debt Securities of any particular series as provided for by the terms of Debt
Securities of that series.



     Section 12.2 Satisfaction of Sinking Fund Payments With Debt Securities.



     The Company (1) may deliver Outstanding Debt Securities of a series (other than any previously
called for redemption), and (2) may apply as a credit Debt Securities of a series which have been
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 any sinking fund payment with
respect to the Debt Securities of such series required to be made pursuant to the terms of such
Debt Securities as provided for by the terms of such series; provided, however, that such Debt
Securities have not been previously so credited. Such Debt Securities shall be received and
credited for such purpose by the Trustee for such Debt Securities at the principal amount thereof
and the amount of such sinking fund payment shall be reduced accordingly.



     Section 12.3 Redemption of Debt Securities for Sinking Fund.



     Not less than 45 days prior to each sinking fund payment date for any particular series of
Debt Securities, the Company will deliver to the Trustee for the Debt Securities of such series an
Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any, which is to be
satisfied by payment of cash (except as otherwise specified pursuant to Section 3.1 for the Debt
Securities of that series) and the portion thereof, if any, which is to be satisfied by delivering
and crediting Debt Securities of that series pursuant to Section 12.2 and shall state the basis for
such credit and that such Debt Securities have not previously been so credited and will also
deliver to



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such Trustee any Debt Securities to be so delivered. Such Trustee shall select the Debt
Securities to be redeemed upon such sinking fund payment date in the manner specified in Section
11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of
the Company in the manner provided in Section 11.4. 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 11.5, 11.6 and 11.7.



ARTICLE 13.

SUBORDINATION OF SECURITIES




     Section 13.1 Debt Securities to Senior Indebtedness.



     The Company covenants and agrees, and each Holder of a Debt Security, by his acceptance
thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth
in this Article (subject to Article 4), the payment of the principal of and interest on each and
all of the Debt Securities are hereby expressly made subordinate and subject in right of payment to
the prior payment in full in cash of all Senior Indebtedness.



     This Article 13 shall constitute a continuing offer to all persons who become holders of, or
continue to hold, Senior Indebtedness, and such provisions are made for the benefit of the holders
of Senior Indebtedness and such holders are made obligees hereunder and any one or more of them may
enforce such provisions. Holders of Senior Indebtedness need not provide reliance on the
subordinated provisions hereof.



     Section 13.2 Default on Senior Indebtedness.



     In the event and during the continuation of any default in the payment of principal, premium,
interest or any other payment due on any Senior Indebtedness (and any applicable grace period with
respect to such default has ended and such default has not been cured or waived) or in the event
that the maturity of any Senior Indebtedness has been accelerated because of a default, then, in
either case, no payment shall be made by the Company with respect to the principal (including
redemption payments) of, or interest on, the Debt Securities.



     In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee
or any Holder when such payment is prohibited by the preceding paragraph of this Section 13.2, such
payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as
their respective interests may appear, but only to the extent that the holders of the Senior
Indebtedness (or their representative or representatives or a trustee) notify the Trustee within 90
days of such payment of the amounts then due and owing on the Senior Indebtedness and only the
amounts specified in such notice to the Trustee shall be paid to the holders of Senior
Indebtedness.



     Section 13.3 Liquidation; Dissolution; Bankruptcy.



     Upon any payment by the Company, or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any dissolution or



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winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, all principal of, and premium, if
any, and interest due or to become due upon all Senior Indebtedness (including interest after the
commencement of any bankruptcy, insolvency, receivership or other proceedings at the rate specified
in the applicable Senior Indebtedness, whether or not such interest is an allowable claim in any
such proceeding) shall first be paid in full, or payment thereof provided for in money in
accordance with its terms, before any payment is made on account of the principal or interest on
the Debt Securities; and upon any such dissolution or winding-up or liquidation or reorganization
any payment by the Company, or distribution of substantially all of the assets of the Company of
any kind or character, whether in cash, property or securities, to which the Holders of the Debt
Security or the Trustee would be entitled, except for the provisions of this Article 13, shall be
paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, or by the Holders of the Debt Securities or by the
Trustee under this Indenture if received by them or it, directly to the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior
Indebtedness held by such holders, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to which any
instruments evidencing any Senior Indebtedness may have been issued, as their respective interests
may appear, to the extent necessary to pay all Senior Indebtedness in full (including interest
after the commencement of any bankruptcy, insolvency, receivership or other proceedings at the rate
specified in the applicable Senior Indebtedness, whether or not such interest is an allowable claim
in any such proceeding) or to provide for such payment in money in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the holders of Senior
Indebtedness, before any payment or distribution is made to the Holders of Debt Securities or to
the Trustee. In the event that the Debt Securities are declared due and payable before the
Maturity, then all amounts due on all Senior Indebtedness shall have been paid in full (including
interest after the commencement of any bankruptcy, insolvency, receivership or other proceeding at
the rate specified in the applicable Senior Indebtedness, whether or not such interest is an
allowable claim in any such proceeding) before holders of the Debt Securities are entitled to
receive or retain any payment.



     In the event that, notwithstanding the foregoing, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, prohibited by the
foregoing, shall be received by the Trustee or the Holders of the Debt Securities before all Senior
Indebtedness is paid in full (including interest after the commencement of any bankruptcy,
insolvency, receivership or other proceedings at the rate specified in the applicable Senior
Indebtedness, whether or not such interest is an allowable claim in any such proceeding), or
provision is made for such payment in money in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of and shall be paid over or delivered to the
holders of Senior Indebtedness or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by the Company, for
application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to
pay all Senior Indebtedness in full in money in accordance with its terms, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior Indebtedness.



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     Any holder of Senior Indebtedness may file any proof of claim or similar instrument on behalf
of the Trustee and the Holders if such instrument has not been filed by the date which is 30 days
prior to the date specified for filing thereof.



     For purposes of this Article 13, 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, the
payment of which is subordinated at least to the extent provided in this Article 13 with respect to
the Debt Securities to the payment of all Senior Indebtedness that may, at the time, be
outstanding, provided, however, that (i) the Senior Indebtedness is assumed by the
new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the
rights of the holders of the Senior Indebtedness are not, without the consent of such holders,
altered by such reorganization or readjustment. 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 8 hereof
shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of
this Article 13 if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article 8 hereof. Nothing in Section
13.2 or in this Section 13.3 shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.7.



     Section 13.4 Subrogation.



     Subject to the payment in full of all Senior Indebtedness, the rights of the Holders of the
Debt Securities shall be subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company applicable to the Senior
Indebtedness until the principal of (and premium, if any) and interest on the Debt Securities shall
be paid in full; and, for the purposes of such subrogation, no payments or distributions to the
holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the
Debt Securities or the Trustee would be entitled except for the provisions of this Article 13, and
no payment over pursuant to the provisions of this Article 13, to or for the benefit of the holders
of Senior Indebtedness by Holders of the Debt Securities or the Trustee, shall, as between the
Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Debt
Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness.
It is understood that the provisions of this Article 13 are and are intended solely for the
purposes of defining the relative rights of the Holders of the Debt Securities, on the one hand,
and the holders of the Senior Indebtedness, on the other hand.



     Nothing contained in this Article 13 or elsewhere in this Indenture or in the Debt Securities
is intended to or shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness, and the Holders of the Debt Securities, the obligation of the Company, which
is absolute and unconditional, to pay to the Holders of the Debt Securities the principal of (and
premium, if any) 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 of the Debt Securities and creditors of the Company other than the holders of the
Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the



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Holder of any Debt Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this Article 13 of the
holders of Senior Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.



     Upon any payment or distribution of assets of the Company referred to in this Article 13, the
Trustee, subject to the provisions of Section 6.1, and the Holders of the Debt Securities, shall be
entitled to rely upon any order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of
the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment
or distribution, delivered to the Trustee or to the Holders of the Debt Securities, for the
purposes 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 13.



     Section 13.5 Trustee to Effectuate Subordination.



     Each Holder of a Debt Security by acceptance thereof authorizes and directs the Trustee on
such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article 13 and appoints the Trustee such Holder’s attorney-in-fact
for any and all such purposes.



     Section 13.6 Notice by the Company.



     The Company shall give prompt written notice to a Responsible Officer of the Trustee of any
fact known to the Company that would prohibit the making of any payment of monies to or by the
Trustee in respect of the Debt Securities pursuant to the provisions of this Article 13.
Notwithstanding the provisions of this Article 13 or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Trustee in respect of the Debt Securities pursuant to
the provisions of this Article 13, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof at the Corporate Trust Office of the Trustee from the Company or a
holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of
any such written notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled,
in all respects, to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided in this Section 13.6 at least two Business Days
prior to the date upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of (or premium, if any) or interest on
any Debt Security), then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same to the purposes for
which they were received, and shall not be affected by any notice to the contrary that may be
received by it within two Business Days prior to such date.



     The Trustee, subject to the provisions of Section 6.1, shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given



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by a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In
the event that the Trustee determines, in good faith, that further evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment
or distribution pursuant to this Article 13, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held
by such Person, the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under this Article 13, and
if such evidence is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.



     Section 13.7 Rights of the Trustee; Holders of Senior Indebtedness.



     The Trustee, in its individual capacity, shall be entitled to all the rights set forth in this
Article 13 in respect of any Senior Indebtedness at any time held by it, to the same extent as any
other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any
of its rights as such holder. Nothing in this Article 13 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.7.



     With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to
observe only such of its covenants and obligations as are specifically set forth in this Article
13, 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, subject to the provisions of Section 6.1,
the Trustee shall not be liable to any holder of Senior Indebtedness if it shall pay over or
deliver to holders of Debt Securities, the Company or any other Person money or assets to which any
holder of Senior Indebtedness shall be entitled by virtue of this Article 13 or otherwise.



     Section 13.8 Subordination May Not be Impaired.



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



     Without, in any way, limiting the generality of the foregoing paragraph, the holders of Senior
Indebtedness may, at any time and from time to time, without the consent of or notice to the
Trustee or the Holders of the Debt Securities, without incurring responsibility to the Holders of
the Debt Securities and without impairing or releasing the subordination provided in this Article
or the obligations hereunder of the Holders of the Debt Securities to the holders of Senior
Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, Senior Indebtedness or otherwise amend or
supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement
under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person
liable in any manner for the collection of Senior Indebtedness; and (iv)



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exercise or refrain from exercising any rights against the Company and any other Person.



     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.



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture dated as of                     ,
2009 to be duly executed, and their respective corporate seals to be hereunto affixed and attested,
all as of the            day of                     , 2009.



	 	 	 	 	 
	 	AMERICAN FINANCIAL GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 	U.S. BANK, NATIONAL ASSOCIATION, Trustee

 	 
	 	By:  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 




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