EX-4.5 FORM OF INDENTURE






Exhibit 4.5




MARTIN MARIETTA MATERIALS, INC.




as Issuer




Branch Banking and Trust Company




as Trustee




FORM OF INDENTURE




Dated as of [_________]




SENIOR DEBT SECURITIES





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1.

	 
	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 
	Section 1.1 Definitions
	 	 	1	 
	Section 1.2 Other Definitions
	 	 	3	 
	Section 1.3 Incorporation by Reference of TIA
	 	 	3	 
	Section 1.4 Rules of Construction
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 2.

	 
	 	 	 	 
	THE SECURITIES

	 
	 	 	 	 
	Section 2.1 Form and Dating
	 	 	4	 
	Section 2.2 Execution and Authentication
	 	 	5	 
	Section 2.3 Title, Amount and Terms of Securities
	 	 	7	 
	Section 2.4 Registrar and Paying Agent
	 	 	9	 
	Section 2.5 Paying Agent to Hold Money in Trust
	 	 	10	 
	Section 2.6 Securityholder Lists
	 	 	10	 
	Section 2.7 Transfer and Exchange
	 	 	10	 
	Section 2.8 Replacement Securities
	 	 	12	 
	Section 2.9 Outstanding Securities
	 	 	12	 
	Section 2.10 Temporary Securities
	 	 	13	 
	Section 2.11 Cancellation
	 	 	13	 
	Section 2.12 Defaulted Interest
	 	 	13	 
	Section 2.13 Payment in Currencies
	 	 	13	 
	Section 2.14 CUSIP Numbers
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 3.

	 
	 	 	 	 
	REDEMPTION

	 
	 	 	 	 
	Section 3.1 Applicability of this Article
	 	 	15	 
	Section 3.2 Notices to Trustee
	 	 	15	 
	Section 3.3 Selection of Securities to be Redeemed
	 	 	15	 
	Section 3.4 Notice of Redemption
	 	 	16	 
	Section 3.5 Effect of Notice of Redemption
	 	 	16	 
	Section 3.6 Deposit of Redemption Price
	 	 	16	 
	Section 3.7 Securities Redeemed in Part
	 	 	16	 






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	ARTICLE 4.

	 
	 	 	 	 
	COVENANTS

	 
	 	 	 	 
	Section 4.1 Payment of Securities
	 	 	17	 
	 
	 	 	 	 
	ARTICLE 5.

	 
	 	 	 	 
	SUCCESSOR CORPORATION

	 
	 	 	 	 
	Section 5.1 When the Corporation May Merge, etc.
	 	 	17	 
	 
	 	 	 	 
	ARTICLE 6.

	 
	 	 	 	 
	DEFAULTS AND REMEDIES

	 
	 	 	 	 
	Section 6.1 Events of Default
	 	 	17	 
	Section 6.2 Acceleration
	 	 	18	 
	Section 6.3 Other Remedies
	 	 	19	 
	Section 6.4 Waiver of Past Defaults
	 	 	19	 
	Section 6.5 Control by Majority
	 	 	19	 
	Section 6.6 Limitation on Suits
	 	 	19	 
	Section 6.7 Rights of Holders to Receive Payment
	 	 	20	 
	Section 6.8 Collection Suit by Trustee
	 	 	20	 
	Section 6.9 Trustee May File Proofs of Claim
	 	 	20	 
	Section 6.10 Priorities
	 	 	20	 
	Section 6.11 Undertaking for Costs
	 	 	20	 
	 
	 	 	 	 
	ARTICLE 7.

	 
	 	 	 	 
	TRUSTEE

	 
	 	 	 	 
	Section 7.1 Duties of Trustee
	 	 	21	 
	Section 7.2 Rights of Trustee
	 	 	21	 
	Section 7.3 Individual Rights of Trustee, etc.
	 	 	22	 
	Section 7.4 Trustee’s Disclaimer
	 	 	22	 
	Section 7.5 Notice of Defaults
	 	 	22	 
	Section 7.6 Reports by Trustee to Holders
	 	 	22	 
	Section 7.7 Compensation and Indemnity
	 	 	22	 
	Section 7.8 Replacement of Trustee
	 	 	23	 
	Section 7.9 Successor Trustee by Merger, etc.
	 	 	24	 
	Section 7.10 Eligibility; Disqualification
	 	 	24	 
	Section 7.11 Preferential Collection of Claims
Against Corporation
	 	 	24	 






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	ARTICLE 8.

	 
	 	 	 	 
	SATISFACTION, DISCHARGE AND DEFEASANCE

	 
	 	 	 	 
	Section 8.1 Satisfaction and Discharge Under
Limited Circumstances
	 	 	24	 
	Section 8.2 Satisfaction and Discharge of Indenture
	 	 	25	 
	Section 8.3 Defeasance of Certain Obligations
	 	 	26	 
	Section 8.4 Application of Trust Money
	 	 	27	 
	Section 8.5 Repayment to Corporation
	 	 	27	 
	 
	 	 	 	 
	ARTICLE 9.

	 
	 	 	 	 
	AMENDMENTS, SUPPLEMENTS AND WAIVERS

	 
	 	 	 	 
	Section 9.1 Without Consent of Holders
	 	 	28	 
	Section 9.2 With Consent of Holders
	 	 	28	 
	Section 9.3 Compliance with Trust Indenture Act
of 1939
	 	 	29	 
	Section 9.4 Revocation and Effect of Consents
	 	 	29	 
	Section 9.5 Notation on or Exchange of Securities
	 	 	29	 
	Section 9.6 Trustee to Sign Amendments, etc
	 	 	29	 
	 
	 	 	 	 
	ARTICLE 10.

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	Section 10.1 TIA Controls
	 	 	30	 
	Section 10.2 Notices
	 	 	30	 
	Section 10.3 Communication by Holders with Other
Holders
	 	 	30	 
	Section 10.4 Certificate and Opinion as to
Conditions Precedent
	 	 	30	 
	Section 10.5 Statements Required in Certificate
or Opinion
	 	 	31	 
	Section 10.6 When Treasury Securities Disregarded
	 	 	31	 
	Section 10.7 Rules by Trustee, Paying Agent,
Registrar
	 	 	31	 
	Section 10.8 Legal Holidays
	 	 	31	 
	Section 10.9 Governing Law
	 	 	31	 
	Section 10.10 No Adverse Interpretation of Other
Agreements
	 	 	32	 
	Section 10.11 No Recourse Against Others
	 	 	32	 
	Section 10.12 Securities in a Foreign Currency
	 	 	32	 
	Section 10.13 Judgment Currency
	 	 	32	 
	Section 10.14 Successors
	 	 	33	 
	Section 10.15 Duplicate Originals
	 	 	33	 
	Section 10.16 Acts of Holders; Record Dates
	 	 	33	 
	Section 10.17 Force Majeure
	 	 	33	 






Note: This Table of Contents shall not, for any purpose, be deemed to be a part of the Indenture.




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     INDENTURE dated as of [____________], between MARTIN MARIETTA MATERIALS, INC. , a North
Carolina corporation (the “Corporation”), and Branch Banking and Trust Company, a state banking
corporation (the “Trustee”).



     Each party agrees as follows for the benefit of the other party and, as to each series of
Securities, for the equal and ratable benefit of the Holders of that series of the Corporation’s
Securities issued pursuant to this Indenture:



ARTICLE 1.




DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.1 Definitions.



     “Agent” means any Registrar, Paying Agent or co-registrar.



     “Board of Directors” means the Board of Directors, or the Executive Committee or the Finance
Committee or any other duly authorized committee of the Board of Directors, of the Corporation.



     “Board Resolution” means a resolution of the Board of Directors or of a committee or person to
which or to whom the Board of Directors has properly delegated the appropriate authority, a copy of
which has been certified by the Secretary or an Assistant Secretary of the Corporation, to have
been duly adopted by the Board of Directors and to be in full force and effect on the date of such
certification and delivered to the Trustee.



     “Corporation” means the party named as such in this Indenture until a successor replaces it
and thereafter means the successor.



     “Default” means any event which is, or after notice or passage of time or both would be, an
Event of Default.



     “Depositary” means, with respect to the Securities of any series issuable or issued in whole
or in part in the form of one or more Global Securities, The Depository Trust Company or such other
party as may be designated as Depositary by the Corporation pursuant to Section 2.3, until a
successor Depositary shall have become such pursuant to the applicable provisions hereof, and
thereafter “Depositary” shall mean or include each party who is then a Depositary hereunder, and if
at any time there is more than one such party, “Depositary” as used in respect of the Securities on
any such series shall mean the Depositary with respect to the Securities of that series.



     “Discounted Security” means any Security which provides for an amount (excluding any amounts
attributable to accrued but unpaid interest) less than its principal amount to be due and payable
upon a declaration of acceleration of the maturity of the Security pursuant to Section 6.2.



     “Exchange Act” means the Securities Exchange Act of 1934, as it may be amended from time to
time.



 









 





     “Foreign Currency” means a currency issued by the government of any country other than the
United States of America.



     “Global Security” means a Security evidencing all or a part of a series of Securities, issued
to the Depositary for such series in accordance with Section 2.1, and bearing the legend prescribed
in Section 2.1.



     “Holder” or “Securityholder” means the person in whose name a Security is registered on the
Registrar’s books.



     “Indenture” means this Indenture as amended or supplemented from time to time.



     “Market Exchange Rate” for any currency means, as appropriate, the noon U.S. dollar buying
rate or selling rate for that currency for cable transfers quoted in the City of New York on the
applicable date as certified for customs purposes by the Federal Reserve Bank of New York. If for
any reason such rates are not available for one or more currencies for which a Market Exchange Rate
is required, the Trustee shall use: (i) the quotation of the Federal Reserve Bank of New York as of
the most recent available date, (ii) quotations from one or more major banks in the City of New
York or in the country of issue of the currency in question, or (iii) such other quotations as the
Trustee shall deem appropriate. Unless otherwise specified by the Trustee, if there is more than
one market for dealing in any currency by reason of foreign exchange regulations or otherwise, the
market to be used is that in which a nonresident issuer of securities designated in that currency
would purchase that currency in order to make payments on those securities. All decisions and
determinations of the Trustee regarding the Market Exchange Rate shall be in its sole discretion
and shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding
upon the Corporation and all holders.



     “Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any
Vice President, the Treasurer or the Secretary of the Corporation.



     “Officers’ Certificate” means the certificate signed by two Officers or by an Officer and an
Assistant Treasurer or Assistant Secretary of the Corporation.



     “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of or counsel to the Corporation.



     “principal” of a Security means the principal of the Security plus, when appropriate, the
premium, if any, on the Security.



     “SEC” means the Securities and Exchange Commission.



     “Securities” means the securities issued pursuant to this Indenture from time to time, as such
securities may be amended or supplemented from time to time.



     “Series” when used with respect to the Securities means all Securities bearing the same title
and authorized by the same Board Resolution or indenture supplemental hereto.



2









 





     “Subsidiary” means an entity, a majority of the Voting Stock of which is owned by the
Corporation, the Corporation and one or more Subsidiaries, or one or more Subsidiaries.



     “TIA” means the Trust Indenture Act of 1939, as in effect (unless otherwise stated herein) on
the date of this Indenture.



     “Trustee” means the party named as such in this Indenture until a successor replaces it and
thereafter means the successor. The term “Trustee” includes any additional Trustee appointed
pursuant to Section 2.3 or Section 7.8 but, if at any time there is more than one Trustee, the term
“Trustee” as used with respect to Securities of any series shall mean the Trustee with respect to
Securities of that series.



     “Trust Officer” means a Vice President or any other officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.



     “United States” means the United States of America. The Commonwealth of Puerto Rico, the
Virgin Islands and other territories and possessions are not part of the United States.



     “Voting Stock” means capital stock or other equity interest having voting power under ordinary
circumstances to elect directors or managers, as applicable.



     Section 1.2 Other Definitions.



	 	 	 	 	 
	 	 	Defined in
	Term	 	Section
	“Act”

	 	 	10.16	 
	“Bankruptcy Law”

	 	 	6.1	 
	“Custodian”

	 	 	6.1	 
	“Event of Default”

	 	 	6.1	 
	“Judgment Date”

	 	 	10.13	 
	“Legal Holiday”

	 	 	10.8	 
	“Paying Agent”

	 	 	2.4	 
	“Registrar”

	 	 	2.4	 
	“Substitute Date”

	 	 	10.13	 
	“U.S. Government Obligations”

	 	 	8.2	 






     Section 1.3 Incorporation by Reference of TIA. Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The following TIA
terms used in this Indenture have the following meanings:



     “Commission” means the SEC.



     “indenture securities” means the Securities.



     “indenture security holder” means a Securityholder.



     “indenture to be qualified” means this Indenture.



3









 





     “indenture trustee” or “institutional trustee” means the Trustee.



     “obligor” on the indenture securities means the Corporation.



     All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule have the meanings assigned to them.



     Section 1.4 Rules of Construction. Unless the context otherwise requires:




     (1) a term has the meaning assigned to it;




     (2) an accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles in effect from time to time
unless a different time is established in the applicable series of Securities;




     (3) “or” is not exclusive;




     (4) words in the singular include the plural, and in the plural include the
singular;




     (5) any gender used in this Indenture shall be deemed to include the neuter,
masculine or feminine gender; and




     (6) provisions apply to successive events and transactions.



ARTICLE 2.




THE SECURITIES




     Section 2.1 Form and Dating. The Securities shall be issued substantially in the form or forms (including
global form) as shall be established by or pursuant to a Board Resolution or Resolutions or any
indenture supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions or other variations as are required or permitted by this Indenture. The Securities
may have notations, legends or endorsements required by law, stock exchange rule or usage. Each
Security shall be dated the date of its authentication.



     Notwithstanding the foregoing, if any Security of a series is issuable in the form of a Global
Security or securities, each such Global Security may provide that it shall represent the aggregate
amount of Securities outstanding under the series from time to time endorsed thereon and also may
provide that the aggregate amount of Securities outstanding under the series represented thereby
may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to
reflect the amount of Securities outstanding under the series represented thereby shall be made by
the Trustee in accordance with the instructions of the Corporation and in such manner as shall be
specified on such Global Security. Any instructions by the Corporation with respect to a Global
Security, after its initial issuance, shall be in writing but need not comply with Section 10.4.



     Before the first delivery of a Security of any series to the Trustee for authentication, the
Corporation shall deliver to the Trustee the following:



4









 






     (1) the Board Resolution by or pursuant to which the forms and terms of the
Security have been approved;




     (2) an Officers’ Certificate of the Corporation dated the date of delivery stating
that all conditions precedent provided for in this Indenture relating to the
authentication and delivery of Securities in that series have been complied with and
directing the Trustee to authenticate and deliver the Securities to or upon written
order of the Corporation; and




     (3) an Opinion of Counsel stating that all conditions precedent provided for in
this Indenture relating to the authentication and delivery of Securities of that series
have been complied with, the form and terms of the series have been established by or
pursuant to a Board Resolution or Resolutions in conformity with this Indenture, and
that Securities in such form when completed by appropriate insertions and executed by
the Corporation and delivered by the Corporation to the Trustee for authentication in
accordance with this Indenture, authenticated and delivered by the 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 sold in the manner specified
in such Opinion of Counsel will be the legal, valid and binding obligations of the
Corporation entitled to the benefits of this Indenture, subject to applicable
bankruptcy, reorganization, insolvency and other similar laws generally affecting
creditors rights and to general equity principles, and to such other qualifications as
such counsel shall conclude do not materially affect the rights of Holders of Securities
of that series or that are customarily included in similar opinions by lawyers
experienced in such matters.



     Notwithstanding the foregoing, if the Corporation shall establish pursuant to Section 2.3 that
the Securities of a series are to be issued in whole or in part in the form of one or more Global
Securities, then the Corporation shall execute and the Trustee shall, in accordance with this
Section, Section 2.2 and the authentication order of the Corporation with respect to such series,
authenticate and deliver one or more Global Securities in temporary or permanent form that shall
(a) represent and be denominated in an aggregate amount equal to the aggregate principal amount of
the Securities of such series to be represented by one or more Global Securities, (b) be registered
in the name of the Depositary for such Global Security or Global Securities or the nominee of such
Depositary, (c) be delivered by the Trustee to such Depositary or pursuant to such Depositary’s
instruction, and (d) bear a legend substantially to the following effect: “Unless and until it is
exchanged in whole or in part for Securities in definitive form, this Security may not be
transferred except as a whole by the Depositary to 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
nominee to a successor Depositary or a nominee of any successor Depositary.”



     Section 2.2 Execution and Authentication. Two Officers shall sign the Securities for the Corporation by manual
or facsimile signature. The Corporation’s seal shall be impressed, affixed, imprinted or reproduced
on the Securities. Securities shall be dated the date of their authentication.



5









 





     If an Officer whose signature is on a Security no longer holds that office at the time the
Trustee authenticates the Security, the Security shall be valid nevertheless.



     A Security shall not be valid until the Trustee manually signs the certificate of
authentication on the Security. The signature shall be conclusive evidence that the Security has
been authenticated under this Indenture.



     Notwithstanding the provisions of Section 2.3 and of the preceding paragraphs, if all
Securities of a series are not to be originally issued at one time (including, for example, a
series constituting a medium-term note program), it shall not be necessary to deliver the Officers’
Certificate otherwise required pursuant to Section 2.1 or the Opinion of Counsel otherwise required
pursuant to such preceding paragraphs at or prior to the time of authentication of each Security of
such series if such documents are delivered at or prior to the time of authentication upon original
issuance of the first Security of such series. In such case the Trustee may conclusively rely on
the foregoing documents and opinions delivered pursuant to Section 2.1 and Section 2.3, and this
Section, as applicable (unless revoked by superseding comparable documents or opinions), as to the
matters set forth therein.



     Notwithstanding the foregoing, if any Security shall have been duly authenticated and
delivered hereunder but never issued and sold by the Corporation, and the Corporation shall deliver
such Security to the Trustee for cancellation as provided in Section 2.11 together with a written
statement (which need not comply with Section 2.1 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the Corporation, for all
purposes of this Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this Indenture.



     If any Security of a series shall be represented by a Global Security, then, for purposes of
this Section and Section 2.10, the notation of the record owners’ interest therein upon original
issuance of such Security shall be deemed to be delivery in connection with the original issuance
of each beneficial owner’s interest in such Global Security.



     The Trustee’s certificate of authentication on all Securities shall be in substantially the
following form:



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



	 	 	 	 	 
	Date:

	 	[____________ ____________], as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer






6









 






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



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



	 	 	 	 	 
	 

	 	[____________
____________], as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	as Authenticating Agent Officer
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Officer






     The Trustee may appoint an authenticating agent acceptable to the Corporation to authenticate
Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the trustee includes authentication by such
Agent. An authenticating agent has the same rights as an Agent to deal with the Corporation.



     Section 2.3 Title, Amount and Terms of Securities. The principal amount of Securities that may be authenticated
and delivered and outstanding under this Indenture is not limited. The Securities may be issued in
a total principal amount up to that authorized from time to time by or pursuant to relevant Board
Resolutions or established in one or more indentures supplemental hereto.



     The Securities may be issued in one or more series, each of which shall be issued pursuant to
a Board Resolution or Resolutions of the Corporation, or established in one or more indentures
supplemental hereto, which shall specify:




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




     (2) any limit on the aggregate principal amount of the Securities of that series
that may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration or transfer of, in exchange for or in lieu
of other Securities of that series pursuant to Section 2.7, 2.8 or 3.7);




     (3) the date or dates (or manner of determining the same) on which the principal of
the Securities of that series is payable;




     (4) the rate or rates, or the method to be used in ascertaining the rate or rates
(which may be fixed or variable), at which the Securities of that series shall bear
interest (if any), the basis upon which interest shall be calculated if other than that
of a 360-day year of 12 30-day months, the date or dates from which such interest shall



7









 






accrue, the interest payment dates on which such interest shall be payable and the
record date for the interest payable on any interest payment date;




     (5) if the trustee of that series is other than the Trustee initially named in this
Indenture or any successor thereto, the trustee of that series;




     (6) the place or places where the principal of and interest, if any, on Securities
of that series shall be payable;




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




     (8) the obligation, if any, of the Corporation to redeem or purchase Securities of
that series pursuant to any sinking fund or analogous provisions or at the option of
Holders of Securities of that series, and the period or periods within which, the price
or prices at which and the terms and conditions upon which Securities of that series
shall be redeemed or purchased, in whole or in part, pursuant to such obligation;




     (9) if denominated in U.S. dollars, and in denominations other than denominations
of $1,000 and any multiple of $1,000, the denominations in which Securities of that
series shall be issuable;




     (10) if denominated in other than U.S. dollars, the currency or currencies,
including composite currencies, in which the Securities of that series are denominated,
and the denominations in which Securities of that series shall be issuable;




     (11) if other than the currency in which the Securities of that series are
denominated, the currency or currencies, including composite currencies, in which
payment of the principal of and interest, if any, on Securities of that series shall be
payable;




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




     (13) if other than the full principal amount, the portion of the principal amount
of Securities of that series which shall be payable upon a declaration of acceleration
of the maturity pursuant to Section 6.2;




     (14) if convertible into Securities of another series, or shares of capital stock
of the Corporation, the terms upon which the Securities of that series will be
convertible into Securities of such other series or shares of capital stock of the
Corporation;




     (15) the right, if any, of the Corporation to redeem all or any part of the
Securities of that series before maturity and the period or periods within which, the
price or



8









 






prices at which and the terms and conditions upon which Securities of that series
may be redeemed;




     (16) the provisions, if any, restricting defeasance of the Securities of that
series;




     (17) if other than or in addition to the events specified in Section 6.1, events of
default with respect to the Securities of that series;




     (18) if the Securities of that series are to be issued in whole or in part in the
form of one or more Global Securities, the Depositary for such Global Security or Global
Securities if other than The Depository Trust Company, New York, New York and whether
beneficial owners of interests in any such Global Securities may exchange such interests
for other Securities of such series in the manner provided in Section 2.7, and the
manner and the circumstances under which and the place or places where any such
exchanges may occur if other than in the manner provided in Section 2.7, and any other
terms of the series relating to the global nature of the Securities of such series and
the exchange, registration or transfer thereof and the payment of any principal thereof
or interest, if any, thereon;




     (19) any covenants or other restrictions on the Corporation’s operations;




     (20) conditions to any merger or consolidation;




     (21) any other terms of or relating to the Securities of that series; and




     (22) the form of any notice to be delivered to the Trustee with respect to any such
Security.



     All Securities of any particular series shall be identical as to currency of denomination and
otherwise shall be substantially identical except as to denomination and except as may otherwise be
provided in or pursuant to the relevant Board Resolution or Resolutions or indentures supplemental
hereto. All Securities of any particular series need not be issued at the same time and, unless
otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of
additional Securities of that series, unless otherwise specified in Board Resolutions or one or
more indentures supplemental hereto.



     The Trustee need not authenticate the Securities in any series if their terms impose on the
Trustee duties in addition to those imposed on the Trustee by this Indenture. If the Trustee does
authenticate any such Securities, the authentication will evidence the Trustee’s agreement to
comply with any such additional duties.



     Each Depositary for a Global Security in registered form shall, if required, at the time of
its designation and at all times while it serves as a Depositary, be a clearing agency registered
under the Exchange Act and any other applicable statute or regulation.



     Section 2.4 Registrar and Paying Agent. The Corporation shall maintain an office or agency where Securities may
be presented for registration of transfer or for exchange (“Registrar”) and an office or agency
where Securities may be presented for payment (“Paying Agent”). The



9









 




Registrar shall keep a register of the Securities and of their transfer and exchange. The
Corporation may have one or more co-registrars and one or more additional paying agents. The term
“Paying Agent” includes any additional paying agent. There may be separate Registrars and Paying
Agents for different series of Securities.




     The Corporation shall enter into an appropriate agency agreement with any Registrar, Paying
Agent or co-registrar not a party to this Indenture. The agreements shall implement the provisions
of this Indenture that relate to such Agent. The Corporation shall notify the Trustee of the name
and address of any such Agent. If the Corporation fails to maintain a Registrar or Paying Agent,
the Trustee shall act as such.



     The Corporation initially appoints the Trustee as Registrar and Paying Agent.



     Section 2.5 Paying Agent to Hold Money in Trust. Each Paying Agent for any series of Securities shall hold in
trust for the benefit of Holders of Securities of the same series or the Trustee all money held by
the Paying Agent for the payment of principal of or interest on such Securities and shall notify
the Trustee of any default by the Corporation in making such payment. If the Corporation or a
Subsidiary acts as Paying Agent with respect to a series of Securities, it shall segregate the
money for that series and hold it as a separate trust fund. The Corporation at any time may require
a Paying Agent to pay all money held by it to the Trustee. Upon doing so the Paying Agent shall
have no further liability for the money.



     Section 2.6 Securityholder Lists. For each series of Securities, the Trustee 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 Securities of that series. If the Trustee is not the Registrar, the Corporation shall
furnish or cause to be furnished to the Trustee on or before each interest payment date for each
series of Securities and at such other times as the Trustee may request in writing a list in such
form and as of such date as the Trustee may reasonably require of the names and addresses of
Holders of Securities of that series.



     Section 2.7 Transfer and Exchange. Where a Security (other than a Global Security except as set forth herein)
is presented to the Registrar or a co-registrar with a request to register a transfer, the
Registrar shall register the transfer as requested. Where Securities (other than a Global Security
except as set forth herein) of any series are presented to the Registrar or a co-registrar with a
request to exchange them for an equal principal amount of Securities of other denominations of the
same series with identical terms as the Securities exchanged, the Registrar shall make the exchange
as requested if the same requirements are met. To permit transfers and exchanges, the Trustee shall
authenticate Securities at the Registrar’s request. No service charge shall be made for any
registration of transfer or exchange of Securities, but the Corporation 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 Securities, other than exchanges pursuant to Section
2.10, 3.7 or 9.5 not involving any transfer. The Corporation shall not be required to make
transfers or exchanges of Securities of any series for a period of 15 days before a selection of
Securities of the same series to be redeemed or before an interest payment.



     Notwithstanding any other provision of this Section, unless and until it is exchanged in whole
or in part for Securities in definitive form, a Global Security representing all or a portion of
the



10









 




Securities of a series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such nominee to a successor
Depositary for such series or a nominee of such successor Depositary.




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



     If at any time the Depositary for the Securities of a series notifies the Corporation that it
is unwilling or unable to continue as Depositary for the Securities of such series or if at any
time the Depositary for the Securities of such series shall no longer be eligible under Section
2.3, the Corporation shall appoint a successor Depositary with respect to the Securities of such
series. If a successor Depositary for the Securities of such series is not appointed by the
Corporation within 90 days after the Corporation receives such notice or becomes aware of such
ineligibility, the Corporation’s election pursuant to Section 2.3(18) shall no longer be effective
with respect to the Securities of such series and the Corporation will execute, and the Trustee,
upon receipt of an order of the Corporation for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such series in definitive
form in the Global Security or Securities representing such series in exchange for such Global
Security or Securities.



     The Corporation may at any time and in its sole discretion determine that the 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 Corporation will execute, and the Trustee,
upon receipt of an order of the Corporation for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver 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.



     If specified by the Corporation pursuant to Section 2.3 with respect to a series of
Securities, the Depositary for such series of Securities may surrender a Global Security for such
series of Securities in exchange in whole or in part for the Securities of such series in
definitive form on such terms as are acceptable to the Corporation and such Depositary. Thereupon,
the Corporation shall execute, and the Trustee shall authenticate and deliver:




     (1) to each party specified by such Depositary a new Security or Securities of the
same series, of any authorized denomination as requested by such party in aggregate
principal amount equal to and in exchange for such party’s beneficial interest in the
Global Security; and




     (2) to such 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 Securities delivered to Holders thereof.



     Upon the exchange of the Global Security for Securities in definitive form, such Global
Security shall be canceled by the Trustee. Securities issued in exchange for a Global Security



11









 




pursuant to this Section 2.7 shall be registered in such names and in such authorized
denominations as the 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
Securities to the parties in whose names such Securities are so registered.




     Section 2.8 Replacement Securities. If the Holder of a Security claims that the Security has been mutilated,
destroyed, lost or stolen, the Corporation may issue and the Trustee shall authenticate a
replacement Security of the same series with identical terms as the Securities exchanged. Such
holder shall furnish an indemnity bond sufficient in the judgment of the Corporation and the
Trustee to protect the Corporation, the Trustee, the Paying Agent, the Registrar and any
co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation
and the Trustee may charge for their expenses in replacing a Security.



     In case any such mutilated, destroyed, lost or stolen Security has become due and payable, the
Corporation in its discretion may, instead of issuing a new Security, pay such Security (without
surrender thereof except in the case of a mutilated Security) if the applicant for such payment
shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar
for such Security such security or indemnity as may be required by them to hold each of them
harmless, and in case of destruction, loss or theft, evidence satisfactory to the Corporation, the
Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the
destruction, loss or theft of such Security and the ownership thereof.



     Upon the issuance of any new Security under this Section 2.8, the Corporation 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, the Paying
Agent, the Registrar and any co-registrar for such Security) connected therewith.



     Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed,
lost or stolen Security or in exchange for any mutilated Security, shall constitute an original
additional obligation of the Corporation, whether or not the destroyed, lost or stolen 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 Securities of the same series.



     The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities.



     Section 2.9 Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the
Trustee (and, in the case of Global Securities endorsed by the Trustee) except for those canceled
by it, those delivered to it for cancellation and those described in this Section as not
outstanding. A Security does not cease to be outstanding because the Corporation or an affiliate of
the Corporation holds the Security.



     If a Security is replaced pursuant to Section 2.8, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide
purchaser.



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     If the Paying Agent holds on a redemption date or maturity date money sufficient to pay
Securities payable on that date, then on and after that date such Securities cease to be
outstanding and interest on them ceases to accrue.



     If a Security is redeemed (or as to which the full redemption price has been deposited with
the Trustee on the applicable Redemption Date), the Corporation and the Trustee need not treat the
Security as outstanding in determining whether Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent.



     Section 2.10 Temporary Securities. Until definitive Securities of any series are ready for delivery or a
permanent Global Security or Securities are prepared, as the case may be, the Corporation may
prepare and the Trustee shall authenticate temporary Securities or one or more temporary Global
Securities, as the case may be, of the same series in accordance with the terms and conditions of
this Indenture. Temporary Securities of any series shall be substantially in the form of definitive
Securities or permanent Global Securities, as the case may be, of the same series, but may have
variations that the Corporation considers appropriate for temporary Securities. Without
unreasonable delay, the Corporation shall prepare and the Trustee shall authenticate definitive
Securities or a permanent Global Security or Securities, as the case may be, of the same series in
exchange for temporary Securities. Until so exchanged, the temporary Securities of any series shall
be entitled to the same benefits under this Indenture as definitive Securities or permanent Global
Securities of such series.



     Section 2.11 Cancellation. The Corporation at any time may deliver Securities to the Trustee for cancellation.
The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them
for transfer, exchange or payment. Upon the Corporation’s request, the Trustee and no one else
shall cancel or destroy all Securities surrendered for transfer, exchange, payment or cancellation,
and shall so certify to the Corporation. The Corporation may not issue new Securities to replace
Securities it has paid or delivered to the Trustee for cancellation.



     Section 2.12 Defaulted Interest. If the Corporation defaults in a payment of interest on any Securities of any
series, it shall pay the defaulted interest to the persons who are Holders of those Securities on a
subsequent special record date. The Corporation shall fix the special record date and payment date
at least 15 days before the special record date, the Corporation shall mail to each Holder of
Securities of that series a notice that states the special record date, the payment date and the
amount of defaulted interest to be paid. The Corporation may pay defaulted interest in any other
lawful manner.



     Section 2.13 Payment in Currencies. (a) Payment of the principal of and interest, if any, on the Securities
shall be made in the currency or currencies specified below:




     (1) for Securities of a series denominated in U.S. dollars, payment shall be made
in U.S. dollars; and




     (2) for Securities of a series denominated in a Foreign Currency, payment shall be
made in that Foreign Currency unless the Holder of a Security of that series elects to
receive payment in U.S. dollars and such election is permitted by the Board



13









 






Resolution or Resolutions or indentures supplemental hereto adopted pursuant to
Section 2.3 in respect of that series.



     A Holder may make the election referred to in clause (2) above by delivering to the Trustee a
written notice of election substantially in the form contemplated by the Board Resolution or
Resolutions or indentures supplemental hereto adopted pursuant to Section 2.3 or in any other form
acceptable to the Trustee. For any payment, a notice of election will not be effective unless it is
received by the Trustee not later than the close of business on the applicable record date. An
election shall remain in effect until the Holder delivers to the Trustee a written notice
specifying a change in the currency in which payment is to be made. No change in currency may be
made for payments to be made on Securities of a series for which notice of redemption has been
given pursuant to Article 3 or as to which the Corporation has accomplished a satisfaction,
discharge or defeasance pursuant to Section 8.1, 8.2 or 8.3.



     (b) The Trustee shall deliver to the Corporation, not later than the fourth business day after
each record date for payment on Securities of a series denominated in a Foreign Currency, a written
notice specifying, in the currency in which the Securities of that series are denominated, the
aggregate amount of the principal of and interest, if any, on Securities of that series to be paid
on the payment date. If at least one Holder has made the election referred to in clause (2) of
paragraph (a) of this Section, the written notice shall also specify, in each currency elected, the
amount of principal of and interest, if any, to be paid in that currency on the payment date.



     (c) The amount payable to Holders of Securities of a series denominated in a Foreign Currency
who have elected to receive payment in U.S. dollars shall be determined by the Trustee on the basis
of the Market Exchange Rate in effect on the record date.



     (d) If the Foreign Currency in which a series of Securities is denominated ceases to be used
both by the government of the country that issued such currency and for the settlement of
transactions by public institutions of or within the international banking community, then for each
payment date on Securities of that series occurring after the last date on which the Foreign
Currency was so used, all payments on Securities of that series shall be made in U.S. dollars. If
payment is to be made in U.S. dollars to the Holders of Securities of any such series pursuant to
the preceding sentence, then the amount to be paid in U.S. dollars on a payment date by the
Corporation to the Trustee and by the Trustee or any Paying Agent to Securityholders shall be
determined by the Trustee as of the applicable record date and shall be equal to the sum obtained
by converting the specified Foreign Currency into U.S. dollars at the Market Exchange Rate on the
last record date on which such Foreign Currency was so used in either such capacity.



     (e) All decisions and determinations of the Trustee regarding the amount payable in accordance
with paragraph (c) of this Section, conversion of Foreign Currency into U.S. dollars pursuant to
paragraph (d) of this Section or the Market Exchange Rate shall, in the absence of manifest error,
be conclusive for all purposes and irrevocably binding upon the Corporation and all
Securityholders. If a Foreign Currency in which payment on Securities of a series may be made
pursuant to paragraph (a) of this Section ceases to be used both by the government of the country
that issued such currency and for the settlement of transactions by public institutions of or
within the international banking community, the Corporation shall give notice to the Trustee and
mail notice by first-class mail to each Holder of Securities of that series specifying the last



14









 





date on which the Foreign Currency was used for the payment of principal of or interest, if
any, on Securities of that series.



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



ARTICLE 3.




REDEMPTION




     Section 3.1 Applicability of this Article. Securities of any series that are redeemable prior to their maturity
shall be redeemable in accordance with their terms (except as otherwise specified in this Indenture
for Securities of any series) and in accordance with this Article 3.



     Section 3.2 Notices to Trustee. If the Corporation wants to redeem any Securities, it shall notify the Trustee
of the redemption date and the principal amount of Securities to be redeemed in accordance with the
terms of the Securities. If the redemption is of less than all the outstanding Securities of a
series, the Corporation shall furnish to the Trustee a written statement signed by an Officer of
the Corporation stating that with respect to that series there exists no Event of Default and no
circumstance which, after notice or the passage of time or both, would constitute an Event of
Default. The Corporation shall give the notice provided for in this Section at least 50 days before
the redemption date.



     Section 3.3 Selection of Securities to be Redeemed. If, at the option of the Corporation, less than all the
Securities of a series are to be redeemed, the Trustee shall select the Securities of such series
to be redeemed by a method the Trustee considers fair and appropriate, subject to any applicable
stock exchange requirements. The Trustee shall make the selection from outstanding Securities of
such series not previously called for redemption. The Trustee may select for redemption portions of
the principal of Securities that have a denomination larger than $1,000 (or the applicable minimum
denomination for such Securities in the event the Securities are payable in a Foreign Currency or
Currencies), Securities and portions of them it selects shall be in amounts of $1,000 (or the
applicable minimum denomination for such Securities in the event the Securities are payable in a
Foreign Currency or Currencies) or a multiple of $1,000 (or the applicable minimum denomination for
such Securities in the event the Securities are payable in a Foreign Currency or Currencies).
Provisions of this Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption.



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



15









 





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



     Section 3.4 Notice of Redemption. At least 30 days but not more than 60 days before a date of redemption of
Securities at the option of the Corporation, the Corporation shall mail a notice of redemption by
first-class mail to each Holder of Securities to be redeemed.



     The notice shall identify the Securities to be redeemed and shall state:




     (1) the redemption date;




     (2) the redemption price;




     (3) the name and address of the Paying Agent;




     (4) that Securities called for redemption must be surrendered to the Paying Agent
to collect the redemption price;




     (5) that interest on Securities called for redemption ceases to accrue on and after
the redemption date; and




     (6) the CUSIP number for the Securities called for redemption.



     At the Corporation’s request, the Trustee shall give the notice of redemption in the
Corporation’s name and at its expense. In such event the Corporation will provide the Trustee with
the information required by clauses (1) through (5).



     Section 3.5 Effect of Notice of Redemption. Once notice of redemption is mailed, Securities called for
redemption become due and payable on the redemption date and at the redemption price stated in the
notice. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price
stated in the notice, plus accrued interest to the redemption date; provided, however, that any
regular payment of interest becoming due on the redemption date shall be payable to the Holder of
any such Security being redeemed as provided in the Security.



     Section 3.6 Deposit of Redemption Price. By the opening of business on the redemption date, the Corporation
shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued
interest on all Securities to be redeemed on that date.



     Section 3.7 Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Trustee
shall authenticate for the Holder a new Security equal in principal amount to the unredeemed
portion of the Security surrendered.



16









 





ARTICLE 4.




COVENANTS




     Section 4.1 Payment of Securities. The Corporation shall promptly pay the principal of and interest, if any, on
the Securities on the dates and in the manner provided in the Securities.



     To the extent lawful, the Corporation shall pay interest on overdue principal at the rate borne by
the Securities and shall pay interest on overdue installments of interest at the same rate.



ARTICLE 5.




SUCCESSOR CORPORATION




     Section 5.1 When the Corporation May Merge, etc.. The Corporation shall not consolidate with or merge into, or
transfer all or substantially all its assets to another entity, unless (1) the resulting, surviving
or transferee entity assumes by supplemental indenture all the obligations of the Corporation under
the Securities and this Indenture, (2) immediately after giving effect to such transaction no Event
of Default and no circumstances which, after notice or lapse of time or both, would become an Event
of Default, shall have happened and be continuing, and (3) the Corporation shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture comply with this Indenture, and
thereafter all such obligations of the Corporation shall terminate.



ARTICLE 6.




DEFAULTS AND REMEDIES




     Section 6.1 Events of Default. An “Event of Default” occurs with respect to a series of Securities if:




     (1) the Corporation defaults in the payment of interest on any Security of that
series when the same becomes due and payable and the default continues for a period of
30 days;




     (2) the Corporation defaults in the payment of the principal of any Security of
that series when the same becomes due and payable at maturity, upon redemption or
otherwise;




     (3) the Corporation fails to comply with any of its other agreements in the
Securities of that series or this Indenture for the benefit of that series and the
default continues for the period and after the notice specified in this Section;




     (4) the Corporation pursuant to or within the meaning of any Bankruptcy Law:




	 	(A)	 	commences a voluntary case,




17









 






	 	(B)	 	consents to the entry of an order for relief against it in an
involuntary case,
	 
	 	(C)	 	consents to the appointment of a Custodian of it or for all or
substantially all of its property, or
	 
	 	(D)	 	makes a general assignment for the benefit of its creditors;






     (5) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:




	 	(A)	 	is for relief against the Corporation in an involuntary case,
	 
	 	(B)	 	appoints a Custodian of the Corporation or for all or
substantially all of the property of the Corporation, or
	 
	 	(C)	 	orders the winding up or liquidation of the Corporation, and
	 
	 	(D)	 	the order or decree remains unstayed and in effect for 60 days;
or






     (6) there occurs any other event specifically described as an Event of Default by
the Securities of that series.



     The term “Bankruptcy Law” means Title 11, United States Code or any similar Federal or state
law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee,
liquidator, custodian or similar official under any Bankruptcy Law.



     A default under clause (3) is not an Event of Default with respect to a series of Securities
until the Trustee or the Holders of at least 25% in principal amount of the Securities of that
series notify the Corporation of the default and the Corporation does not cure the default within
90 days after receipt of the notice. The notice must specify the default, demand that it be
remedied and state that the notice is a “Notice of Default.” Subject to Sections 7.1 and 7.2, the
Trustee shall not be charged with knowledge of any default, or of the delivery to the Corporation
of a notice of default by any Holder, unless written notice thereof shall have been given to the
Trustee by the Corporation, the Paying Agent, the Holder of a Security or an agent of such Holder.



     Section 6.2 Acceleration. If an Event of Default with respect to a series of Securities occurs and is
continuing, the Trustee, by notice to the Corporation, or the Holders of at least 25% in principal
amount of the Securities of that series by notice to the Corporation and the Trustee, may declare
the principal (or, in the case of Discounted Securities, such amount of principal as may be
provided for in such Securities) of and accrued interest on all the Securities of that series to be
due and payable immediately. Upon a declaration such principal and interest shall be due and
payable immediately. The Holders of a majority in principal amount of the Securities of any series
by notice to the Trustee may rescind an acceleration (and upon such rescission any Event of Default
caused by such acceleration shall be deemed cured) with respect to that series and its consequences
if all existing Events of Default with respect to the series have been cured or waived, if the
rescission would not conflict with any judgment or decree, and if all payments due to the Trustee
and any predecessor Trustee under Section 7.7 have been made.



18









 





     Section 6.3 Other Remedies. If an Event of Default with respect to a series of Securities occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to
collect the payment of principal of (or, in the case of Discounted Securities, such amount of
principal as may be provided for in such Securities) or interest on the Securities of that series
or to enforce the performance of any provision of such Securities or this Indenture.



     The Trustee may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding. A delay or omission by the Trustee or any
Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair
the right or remedy or constitute a waiver of acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the extent permitted by
law.



     Section 6.4 Waiver of Past Defaults. Subject to Section 9.2, the Holders of a majority in principal amount of
the Securities of a series by notice to the Trustee may waive an existing Default or Event of
Default with respect to that series and its consequences. When a Default or Event of Default is
waived, it is cured and stops continuing, but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto.



     Section 6.5 Control by Majority. The Holders of a majority in principal amount of the Securities of a series
may direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust of power conferred on it with respect to that series. However,
the Trustee may refuse to follow any direction that conflicts with law or this Indenture, or,
subject to Section 7.1, that the Trustee determines is unduly prejudicial to the rights of other
Holders of Securities of the same series or would involve the Trustee in personal liability.



     Section 6.6 Limitation on Suits. No Holder of a Security of any series may pursue any remedy with respect to
this Indenture or the Securities unless:




     (1) the Holder gives to the Trustee written notice stating that an Event of Default
with respect to the Securities of the series is continuing;




     (2) the Holders of at least 25% in principal amount of the Securities of that
series make a written request to the Trustee to pursue the remedy;




     (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the
Trustee against any loss, liability or expense;




     (4) the Trustee does not comply with the request within 60 days after receipt of
the request and the offer of indemnity; and




     (5) during such 60-day period the Holders of a majority in principal amount of the
Securities of that series do not give the Trustee a direction inconsistent with the
request.



     A Securityholder may not use this Indenture to prejudice the rights of another Securityholder
or to obtain a preference or priority over the other Securityholder.



19









 





     Section 6.7 Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of principal of and interest on the Security on or after the
respective due dates expressed in the Security, or to bring suit for the enforcement of any such
payment on or after such respective date, shall not be impaired or affected without the consent of
the Holder.



     Section 6.8 Collection Suit by Trustee. If an Event of Default in payment of interest or principal specified in
Section 6.1(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name
and as trustee of an express trust against the Corporation for the whole amount of principal and
interest remaining unpaid.



     Section 6.9 Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee and the
Securityholders allowed in any judicial proceedings relative to the Corporation, or any of its
creditors or property, and unless prohibited by law or applicable regulations, may vote on behalf
of the Holders in any election of a trustee in bankruptcy or other person performing similar
functions.



     Section 6.10 Priorities. If the Trustee collects any money pursuant to this Article with respect to the
Securities of any series, it shall pay out the money in the following order:




	 	 	First: to the Trustee for amounts due under Section 7.7;
	 
	 	 	Second: to Holders of Securities of that series for amounts due and unpaid on such
Securities for principal and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for principal and interest,
respectively; and
	 
	 	 	Third: to the Corporation.





     The Trustee may fix a record date and payment date for any payment to Securityholders pursuant
to this Section.



     Section 6.11 Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit other than the Trustee of an
undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in the suit having due
regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a
suit by Holders of more than 10% in principal amount of the Securities of any series.



20









 





ARTICLE 7.




TRUSTEE




     Section 7.1 Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall
with respect to Securities exercise its rights and powers and use the same degree of care and skill
in their exercise as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.



     (b) Except during the continuance of an Event of Default:




     (1) the Trustee need perform only those duties that are specifically and expressly
set forth in this Indenture and no others; and




     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed therein,
upon certificates, notices or opinions furnished to the Trustee and conforming to the
requirements of this Indenture. However, the Trustee shall examine the certificates,
notices and opinions to determine whether or not they conform to the requirements of
this Indenture.



     (c) The Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct except that:




     (1) this paragraph does not limit the effect of paragraph (b) of this Section;




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




     (3) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section
6.5;



     (d) Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this section;



     (e) The Trustee may refuse to perform any duty or exercise any right or power unless it
receives indemnity satisfactory to it against any loss, liability or expense.



     (f) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree with the Corporation.



     Section 7.2 Rights of Trustee. (a) Subject to Section 7.1, the Trustee may rely on any document (whether in its
original, electronic or facsimile form) believed by it to be genuine and to have been signed or
presented by the proper person. The Trustee need not investigate any fact or matter stated in the
document.



21









 





     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.



     (c) The Trustee may act through agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.



     (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers.



     Section 7.3 Individual Rights of Trustee, etc. The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Corporation or any of its
affiliates with the same rights it would have if it were not Trustee. Any Agent may do the same
with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.



     Section 7.4 Trustee’s Disclaimer. The Trustee makes no representations as to the validity or adequacy of this
Indenture or the Securities, it shall not be accountable for the Corporation’s use of the proceeds
from the Securities, and it shall not be responsible for any statement in the Securities other than
its certificate of authentication.



     Section 7.5 Notice of Defaults. If a Default occurs with respect to a series of Securities and is continuing
and if it is known to the Trustee, the Trustee shall mail to each Holder of Securities of that
series notice of the Default within 90 days after it occurs. Except in the case of a default in
payment on any Security, the Trustee may withhold the notice if and so long as a committee of its
Trust Officers determines in good faith that withholding the notice is in the interests of such
Holders.



     Section 7.6 Reports by Trustee to Holders . If required pursuant to TIA § 313(a), the Trustee, within 60 days
after each May 15, shall mail to each Securityholder a brief report dated as of May 15 that
complies with TIA § 313(a). The Trustee also shall comply with the reporting obligations of TIA §
313(b).



     A copy of each report at the time of its mailing to Securityholders shall be filed with the
SEC and each stock exchange on which the Securities are listed. The Corporation agrees to notify
the Trustee whenever the Securities become listed on any stock exchange.



     Section 7.7 Compensation and Indemnity. The Corporation shall pay to the Trustee from time to time reasonable
compensation for its services. The Corporation shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable
compensation and expenses of the Trustee’s agents and counsel. The Corporation shall indemnify the
Trustee against any loss or liability incurred by it in connection with the administration of this
trust and its duties hereunder. The Trustee shall notify the Corporation promptly of any claim for
which it may seek indemnity. The Corporation need not pay for any settlement made without its
consent. The Corporation need not reimburse any expense or indemnify against any loss or liability
incurred by the Trustee through negligence or bad faith.



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     To secure the Corporation’s payment obligations in this Section, the Trustee shall have a
senior claim to which the Securities are hereby made subordinate on all money or property held or
collected by the Trustee, except that held in trust to pay principal of and interest on particular
Securities.



     When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.1(4) or (5) occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.



     Section 7.8 Replacement of Trustee. The Trustee may resign with respect to the Securities of one or more series
by so notifying the Corporation. The Holders of a majority in principal amount of the Securities of
any series may remove the Trustee with respect to that series by so notifying the removed Trustee
and may appoint a successor Trustee with the Corporation’s consent. The Corporation may remove the
Trustee if:




     (1) the Trustee fails to comply with Section 7.10;




     (2) the Trustee is adjudged bankrupt or insolvent;




     (3) a receiver or other public officer takes charge of the Trustee or its property;
or




     (4) the Trustee otherwise becomes incapable of acting.



     If the Trustee resigns or is removed or if a vacancy exists in the office of trustee for any
reason, the Corporation shall promptly appoint a successor Trustee.



     A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Corporation. Immediately after that, the retiring Trustee shall transfer all
property held by it as Trustee for the benefit of the series with respect to which it is retiring
to the successor Trustee, the resignation or removal of the retiring Trustee shall then become
effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture with respect to that series. A successor Trustee shall mail notice of its
succession to each Holder of the Securities of the series affected.



     If pursuant to Section 2.3(5) a trustee, other than the Trustee initially named in this
Indenture (or any successor thereto), is appointed with respect to one or more series of
Securities, the Corporation, the Trustee initially named in this Indenture (or any successor
thereto) and such newly appointed trustee shall execute and deliver a supplement to this Indenture
which shall contain such provisions as shall be necessary or desirable to confirm that all the
rights, powers, trusts and duties of the Trustee initially named in this Indenture (or any
successor thereto) with respect to the Securities of any series as to which the Trustee is
continuing as trustee hereunder shall continue to be vested in the Trustee initially named in this
Indenture (or any successor thereto), and shall add to, supplement or change any of the provisions
of this Indenture as shall be necessary or desirable 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 relating to the separate
series of Securities as if it were acting under a separate indenture.



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     If a successor Trustee with respect to a series of Securities does not take office within 60
days after the retiring Trustee resigns or is removed, the retiring Trustee, the Corporation or the
Holders of a majority in principal amount of the Securities of that series may petition any court
of competent jurisdiction for the appointment of a successor Trustee.



     If the Trustee with respect to a series of Securities fails to comply with Section 7.10, any
Holder of Securities of that series may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.



     If there are two or more Trustees at any time under this Indenture, each will be the Trustee
of a separate trust held under this Indenture for the benefit of the series of Securities for which
it is acting as Trustee and the rights and obligations of each Trustee will be determined as if it
were acting under a separate indenture.



     Section 7.9 Successor Trustee by Merger, etc. If the Trustee consolidates with, merges or converts into or
transfers all or substantially all its corporate trust assets to another corporation, the
resulting, surviving or transferee corporation without any further act shall be the successor
Trustee.



     Section 7.10 Eligibility; Disqualification. This Indenture shall always have a Trustee that satisfies the
requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least
$5,000,000 as set forth in its most recent published annual report of condition. The Trustee shall
comply with TIA § 310(b), provided that the question whether the Trustee has a conflicting interest
shall be determined as if each series of Securities were separate issues of securities issued under
separate indentures.



     Section 7.11 Preferential Collection of Claims Against Corporation. The Trustee shall comply with TIA § 311(a),
excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been
removed shall be subject to TIA § 311(a) to the extent indicated therein.



ARTICLE 8.




SATISFACTION, DISCHARGE AND DEFEASANCE




     Section 8.1 Satisfaction and Discharge Under Limited Circumstances. If at any time (a) all Securities of a
series previously authenticated (other than any Securities destroyed, lost or stolen and replaced
or paid as provided in Section 2.8) shall have been delivered to the Trustee for cancellation, or
(b) all the Securities of a series not previously delivered to the Trustee for cancellation shall
have become due and payable, the Corporation has deposited or caused to be deposited with the
Trustee as trust funds the entire amount (other than moneys paid to the Corporation in accordance
with Section 8.5) sufficient to pay at maturity or upon redemption all Securities of that series
not previously delivered to the Trustee for cancellation, including principal and interest due, and
if, in either case, the Corporation shall also pay all other sums then payable under this Indenture
by the Corporation, then this Indenture shall cease to be of further effect with respect to
Securities of that series, and the Trustee, on demand of and at the cost and expense of the
Corporation, shall execute proper instruments acknowledging



24









 




satisfaction of and discharging this Indenture with respect to Securities of that series. The
Corporation will reimburse the Trustee for any subsequent costs or expenses reasonably and properly
incurred by the Trustee in connection with this Indenture or the Securities.




     Section 8.2 Satisfaction and Discharge of Indenture. The Corporation may take any action provided for in this
Section unless the Securities of the affected series specifically provide that this Section shall
not apply to the series. The Corporation at any time at its option may terminate all of its
obligations under the Securities of a series previously authenticated and its obligations under
this Indenture with respect to such series (except as provided below), and the Trustee, at the
expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect to Securities of that
series, effective on the date the following conditions are satisfied:




     (1) with reference to this Section, the Corporation has deposited or caused to be
deposited with the Trustee, as trust funds in trust, specifically pledged as security
for and dedicated solely to the benefit of the Holders of the Securities of that series,
(a) lawful money, in the currency or currencies in which Securities of that series are
payable, in an amount, or (b) if the Securities of that series are payable in U.S.
dollars, U.S. Government Obligations which through the payment of interest and principal
in respect thereof in accordance with their terms (and, as to callable U.S. Government
Obligations, regardless of when they are called) will provide not later than the opening
of business on the due dates of any payment of the principal of and any interest on the
Securities of that series lawful money of the United States in an amount, or (c)
Securities of that series, or (d) a combination thereof, sufficient to pay and discharge
the principal of and interest on the Securities of that series on the date on which such
payments are due and payable in accordance with the terms of this Indenture and of the
Securities of that series and 91 days have passed during which no Event of Default under
Section 6.1(4) or 6.1(5) has occurred;




     (2) if the Securities of that series are then listed on any national securities
exchange, the Corporation shall have delivered to the Trustee an Opinion of Counsel to
the effect that such deposit, defeasance and discharge will not cause such Securities to
be delisted; and




     (3) the Corporation has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, complying with Section 10.4 relating to the Corporation’s exercise
of such option.



     The trust established pursuant to subsection (1) above shall be irrevocable and shall be made
under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee. The
escrow trust agreement may, at the Corporation’s election, grant the Corporation the right to
substitute U.S. Government Obligations or Securities of the same series from time to time for any
or all of the U.S. Government Obligations deposited with the Trustee pursuant to this Section and
the escrow trust agreement; provided, however, that the condition specified in subsection (1) above
is satisfied immediately following any such substitution or substitutions. If any Securities of a
series are to be redeemed prior to their stated maturity pursuant to optional redemption provisions
the applicable escrow trust agreement shall provide therefor and the



25









 




Corporation shall make such arrangements as are satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the Corporation.




     Upon the satisfaction of the conditions set forth in this Section with respect to the
Securities, the terms and conditions of the Securities, including the terms and conditions with
respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the
Corporation.



     Notwithstanding the satisfaction and discharge of this Indenture, the following shall survive
until otherwise terminated or discharged hereunder: (A) the rights of Holders of the Securities of
such series to receive, solely from the trust fund described in Section 8.1 and as more fully set
forth in such Section, payments in respect of the principal of and any premium and interest on the
Securities of such series when such payments are due, (B) the Corporation’s obligations with
respect to such Securities under Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.10, 7.7 and 7.8, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article Eight.



     “U.S. Government Obligations” means the following obligations:




     (1) direct obligations of the United States (for the payment of which its full
faith and credit is pledged; or




     (2) obligations of a person controlled or supervised by and acting as an agency or
instrumentality of the United States the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States.



     Section 8.3 Defeasance of Certain Obligations. The Corporation may take any action provided for
in this Section unless the Securities of the affected series specifically provide that
this Section shall not apply to the series. The Corporation at any time at its option
may cease to be under any obligation to comply with Section 5.1 with respect to
Securities of a series effective on the date the following conditions are satisfied:




     (1) with reference to this Section, the Corporation has deposited or caused to be
deposited with the Trustee, as trust funds in trust, specifically pledged as security
for and dedicated solely to the benefit of the Holders of the Securities of that series,
(a) lawful money, in the currency or currencies in which Securities of that series are
payable, in an amount, or (b) if the Securities of that series are payable in U.S.
dollars, U.S. Government Obligations which through the payment of interest and principal
in respect thereof in accordance with their terms (and, as to callable U.S. Government
Obligations, regardless of when they are called) will provide not later than the opening
of business on the due dates of any payment of principal of and interest on the
Securities of that series lawful money of the United States in an amount or (c)
Securities of that issue, or (d) a combination thereof, sufficient to pay and discharge
the principal of and interest on the Securities of that series on the day on which such
payments are due and payable in accordance with the terms of this Indenture and of the
Securities of that series; and



26









 






     (2) the Corporation has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel complying with Section 10.4 relating to the Corporation’s exercise of
such option.



     The trust established pursuant to subsection (1) above shall be irrevocable and shall be made
under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee. The
escrow trust agreement may, at the Corporation’s election, grant the Corporation the right to
substitute U.S. Government Obligations or Securities of the same series from time to time for any
or all of the U.S. Government Obligations deposited with the Trustee pursuant to this Section and
the escrow trust agreement; provided, however, that the condition specified in subsection (1) above
is satisfied immediately following any such substitution or substitutions. If any Securities of a
series are to be redeemed prior to their stated maturity pursuant to optional redemption provisions
the applicable escrow trust agreement shall provide therefor and the Corporation shall make such
arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Corporation.



     The Corporation’s exercise of its option under this Section shall not preclude the Corporation
from subsequently exercising its option under Section 8.2 hereof and the Corporation may so
exercise that option by providing the Trustee with written notice to such effect.



     Section 8.4 Application of Trust Money. The Trustee shall hold in trust money, U.S. Government
Obligations, and Securities of that series deposited with it pursuant to Sections 8.1, 8.2 or 8.3.
It shall apply the deposited money and U.S. Government Obligations, through the Paying Agent and in
accordance with this Indenture, to the payment of principal and interest on the Securities of the
series for the payment of which such money and U.S. Government Obligations has been deposited. The
Holder of any Security replaced pursuant to Section 2.8 shall not be entitled to any such payment
and shall look only to the Corporation for any payment which such Holder may be entitled to
collect. In connection with the satisfaction and discharge of this Indenture or the defeasance of
certain obligations under this Indenture with respect to Securities of a series pursuant to Section
8.2 or Section 8.3 hereof, respectively, the escrow trust agreement may, at the Corporation’s
election, (1) enable the Corporation to direct the Trustee to invest any money received by the
Trustee on the U.S. Government Obligations deposited in trust thereunder in additional U.S.
Government Obligations and (2) enable the Corporation to withdraw moneys or U.S. Government
Obligations from the trust from time to time; provided, however, that the condition specified in
Section 8.2(1) or 8.3(1) is satisfied immediately following any investment of such money by the
Trustee or the withdrawal of moneys or U. S. Government Obligations from the trust by the
Corporation as the case may be.



     Section 8.5 Repayment to Corporation. The Trustee and the Paying Agent shall promptly pay to the Corporation
upon request any excess money or securities held by them at any time. The Trustee and the Paying
Agent shall pay to the Corporation upon request any money held by them for the payment of principal
or interest that remains unclaimed for two years.



27









 





ARTICLE 9.




AMENDMENTS, SUPPLEMENTS AND WAIVERS




     Section 9.1 Without Consent of Holders. The Corporation may amend or supplement this Indenture or the
Securities of any series without notice to or consent of any Securityholder of such series:




     (1) to cure any ambiguity, omission, defect or inconsistency;




     (2) to comply with Article 5;




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




     (4) to effectuate or comply with the provisions of Section 2.3 or 7.8;




     (5) to make any change that does not materially adversely affect the rights of any
Holder of any Security of that series; or




     (6) to add or change or eliminate any provisions of this Indenture as shall be
necessary or desirable in accordance with any amendments to the TIA.



     The Trustee may waive compliance by the Corporation with any provision of this Indenture or
the Securities of any series without notice to or consent of any Securityholder of such series if
the waiver does not materially adversely affect the rights of any Holder of any Securities of that
series.



     Section 9.2 With Consent of Holders. The Corporation may amend or supplement this Indenture or the Securities
with respect to any series without notice to any Securityholder but with the written consent of the
Holders of not less than a majority in principal amount of the Securities of such series affected
and the Trustee shall execute any such amendment or supplement at the direction of the Corporation.
The Holders of a majority in principal amount of the Securities of such series affected may waive
compliance by the Corporation with any provision of this Indenture or the Securities of such series
without notice to any Securityholder. However, without the consent of each Securityholder of such
series affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.4,
may not:




     (1) reduce the amount of Securities of such series whose Holders must consent to an
amendment, supplement or waiver;




     (2) reduce the rate of or extend the time for payment of interest on any Security
of such series;




     (3) reduce the principal of or extend the fixed maturity of any Security of such
series;



28









 






     (4) reduce the portion of the principal amount of a Discounted Security of such
series payable upon acceleration of its maturity; or




     (5) make any Security of such series payable in money other than that stated in
such Security.



     It shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplement or amendment, but it shall be sufficient if such Act shall approve
the substance thereof.



     Section 9.3 Compliance with Trust Indenture Act of 1939. Every amendment to or supplement of this Indenture or
the Securities shall comply with the TIA as then in effect.



     Section 9.4 Revocation and Effect of Consents. A consent to an amendment, supplement or waiver by a Holder of a
Security shall bind the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same debt as the consenting Holder’s Security, even if notation of the
consent is not made on the Security. However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of the Security. The Trustee must receive the notice of
revocation before the date the amendment, supplement or waiver becomes effective.



     After an amendment, supplement or waiver becomes effective, it shall bind every Securityholder
unless it makes a change described in clauses (2), (3), (4) or (5) of Section 9.2. In that case,
the amendment, supplement or waiver shall bind each Holder of a Security who has consented to it
and every subsequent Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder’s Security.



     Section 9.5 Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of a
Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The
Trustee may place an appropriate notation on the Security about the changed terms and return it to
the Holder. Alternatively, if the Corporation or the Trustee so determine, the Corporation in
exchange for the Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms.



     Section 9.6 Trustee to Sign Amendments, etc. The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article if the amendment, supplement or waiver does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may
but need not sign it. In signing such amendment, supplement or waiver the Trustee shall be entitled
to receive, and (subject to Section 7.1) shall be fully protected in relying upon, an Opinion of
Counsel stating that such amendment, supplement or waiver is authorized or permitted by this
Indenture. The Corporation shall not sign an amendment or supplement unless authorized by an
appropriate Board Resolution.



29









 





ARTICLE 10.




MISCELLANEOUS




     Section 10.1 TIA Controls. If any provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA, the required provision
shall control.



     Section 10.2 Notices. Any notice or communication shall be sufficiently given if in writing and delivered in
person, sent by facsimile or electronic delivery, or mailed by first-class mail addressed as
follows:



if to the Corporation:




Martin Marietta Materials, Inc.

Attention: Chief Financial Officer

2710 Wycliff Road

Raleigh, North Carolina 27607




if to the Trustee:




Branch Banking and Trust Company

Attention: Corporate Trust Services

223 West Nash Street

Wilson, North Carolina 27893




     The Corporation or the Trustee by notice to the other may designate additional or different
addresses for subsequent notices or communications.



     Any notice or communication mailed to a Securityholder shall be mailed to the Securityholder
at the Securityholder’s address as it appears on the registration books of the Registrar and shall
be sufficiently given if so mailed within the time prescribed.



     Failure to mail a notice of communication to a Securityholder or any defect in it shall not
affect its sufficiency with respect to other Securityholders. If a notice or communication is
mailed in the manner provided above, it is duly given, whether or not the addressee receives it.



     Section 10.3 Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA §
312(b) with other Securityholders with respect to their rights under this Indenture or the
Securities. The Corporation, the Trustee, the Registrar and anyone else shall have the protection
of TIA § 312(c).



     Section 10.4 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the
Corporation to the Trustee to take any action under this Indenture, the Corporation shall furnish
to the Trustee:



30









 






     (1) an Officers’ Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with; and



     (2) an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.



     Section 10.5 Statements Required in Certificate or Opinion. Each certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture shall include:




     (1) a statement that the person making such certificate or opinion has read such
covenant or condition;




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




     (3) a statement that, in the opinion of such person, the person has made such
examination or investigation as is necessary to enable the person to express an informed
opinion as to whether such covenant or condition has been complied with;




     (4) a statement as to whether or not, in the opinion of such person, such condition
or covenant has been complied with.



     Section 10.6 When Treasury Securities Disregarded. In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, waiver or consent, Securities owned by the
Corporation or by any person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Corporation, shall be disregarded, except that for the purpose of
determining whether the Trustee shall be protected in relying on any such direction, waiver or
consent, only Securities which the Trustee knows are so owned shall be so disregarded. Also,
subject to the foregoing, only Securities outstanding at the time shall be considered in any such
determination.



     Section 10.7 Rules by Trustee, Paying Agent, Registrar. The Trustee may make reasonable rules for action by or a
meeting of Securityholders. The Paying Agent or Registrar may make reasonable rules for its
functions.



     Section 10.8 Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday, a legal holiday or a day on which
banking institutions are not required to be open. If a payment date is a Legal Holiday at a place
of payment, payment shall be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If a regular record date is a
Legal Holiday in the state or other jurisdiction in which the Trustee maintains its principal place
of business, then the record date shall be the next succeeding day that is not a Legal Holiday in
such state or other jurisdiction.



     Section 10.9 Governing Law. The laws of the State of New York shall govern this Indenture and the Securities.



31









 





     Section 10.10 No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another
indenture, loan or debt agreement of the Corporation or any Subsidiary. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.



     Section 10.11 No Recourse Against Others. A director, officer, employee or stockholder, as such, of the
Corporation shall not have any liability for any obligation of the Corporation under the Securities
or the Indenture or for any claim based on, with respect to or by reason of such obligations or
their creation. All such liability is waived and released as a condition of, and as partial
consideration for, the execution of this Indenture and the issue of the Securities.



     Section 10.12 Securities in a Foreign Currency. Unless otherwise specified in an Officers’ Certificate delivered
pursuant to Section 2.1 of this Indenture with respect to a particular series of Securities,
whenever for purposes of this Indenture any action may be taken by the holders of a specified
percentage in aggregate principal amount of Securities of all series at the time outstanding and,
at such time, there are outstanding Securities of any series which are denominated in a Foreign
Currency, then the principal amount of Securities of such series which shall be deemed to be
outstanding for the purpose of taking such action shall be that amount of U.S. dollars that could
be obtained for such amount at the Market Exchange Rate on the record date fixed for such action
or, if no record date is fixed, on the New York Banking Day immediately preceding the date of such
action.



     Section 10.13 Judgment Currency. If, for the purpose of obtaining a judgment in any court with respect to
any obligation of the Corporation hereunder or under any Security, it shall become necessary to
convert into any other currency any amount in the currency due hereunder or under such Security,
then such conversion shall be made by the Trustee (a) with respect to conversions between any
Foreign Currency and U.S. dollars at the Market Exchange Rate as in effect on the date of entry of
the judgment (the “Judgment Date”) and (b) with respect to conversions of any Foreign Currency into
any other Foreign Currency by (i) converting such Foreign Currency into U.S. dollars at the Market
Exchange Rate as in effect on the Judgment Date and (ii) converting the sum of U.S. dollars so
obtained into such other Foreign Currency at the Market Exchange Rate as in effect on the Judgment
Date. If pursuant to any such judgment, conversion shall be made on a date (the “Substitute Date”)
other than the Judgment Date and there shall occur a change between any Market Exchange Rate used
in such conversion as in effect on the Judgment Date and such Market Exchange Rate as in effect on
the Substitute Date, the Corporation agrees to pay such additional amounts, if any, as may be
necessary to ensure that the amount paid is equal to the amount in such other currency which, when
converted at such Market Exchange Rate as in effect on the Judgment Date, is the amount due
hereunder or under such Security. Any amount due from the Corporation under this Section shall be
due as a separate debt and is not to be affected by or merged into any judgment being obtained for
any other sums due hereunder or in respect of any Security. In no event, however, shall the
Corporation be required to pay more in the currency due hereunder or under such Security at the
Market Exchange Rate as in effect on the Judgment Date than the amount of currency stated to be due
hereunder or under such Security so that in any event the Corporation’s obligations hereunder or
under such Security will be effectively maintained as obligations in such currency, and the
Corporation shall be entitled to withhold (or be reimbursed for, as the case may be) any excess of
the amount actually realized upon any such conversion on the Substitute Date over the amount due
and payable on the Judgment Date.



32









 





     Section 10.14 Successors. All agreements of the Corporation in this Indenture and the Securities shall bind its
successor. All agreements of the Trustee in this Indenture shall bind its successor.



     Section 10.15 Duplicate Originals. The parties may sign any number of copies of this Indenture. One signed copy
is enough to prove this Indenture.



     Section 10.16 Acts of Holders; Record Dates. (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 agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to
the Trustee and, where it is hereby expressly required, to the Corporation. 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 shall be sufficient for any purpose of
this Indenture and (subject to Section 7.1(e)) conclusive in favor of the Trustee and the
Corporation, 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 a certificate of a notary public or
other officer authorized by law to take acknowledgements of deeds, certifying that the individual
signing such instrument or writing acknowledged to such officer the execution thereof. Where such
execution is by a signer acting in a capacity other than such signer’s individual capacity, such
certificate or affidavit shall also constitute sufficient proof of such signer’s authority. The
fact and date of the execution 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 deems sufficient.



     (c) The Corporation may, in the circumstances permitted by the TIA, fix any day as the record
date for the purpose of determining the Holders of Securities of any series entitled to give or
take any request, demand, authorization, direction, notice, consent, wavier or other action, or to
vote on any action, authorized or permitted to be given or taken by Holders of Securities of such
series. If not set by the Corporation prior to the first solicitation of a Holder of Securities of
such series made by any person in respect of any such action, or, in the case of any such vote,
prior to such vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided pursuant to Section 2.6)
prior to such first solicitation or vote, as the case may be. With regard to any record date for
action to be taken by the Holders of one or more series of Securities, only the Holders of
Securities of such series on such date (or their duly designated proxies) shall be entitled to give
or take, or vote on, the relevant action.



     Section 10.17 Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software or
hardware) services; it being understood that the Trustee shall use



33









 





reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.



34









 





	 	 	 	 	 	 	 
	 

	 	 	 	SIGNATURES
	 
	 	 	 	 	 	 
	 

	 	 	 	MARTIN MARIETTA MATERIALS, INC.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	[CORPORATE SEAL]

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	 

	 
	 
	 	 	 	 	 	 
	 

	 	Secretary	 	 	 	 
	 
	 
	 	 	 	 	 	 
	 

	 	 	 	BRANCH BANKING AND TRUST COMPANY
	 

	[CORPORATE SEAL]

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	 

	 
	 
	 	 	 	 	 	 
	 

	 	Secretary	 	 	 	 
	 





35









 





[If the [Note][Debenture] is a Discounted Security, insert — FOR PURPOSES OF SECTIONS 1273
AND 1275 OF THE INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS
[NOTE][DEBENTURE] IS ___% OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS ____________, THE YIELD TO
MATURITY IS ___%, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT
APPLICABLE TO THE SHORT ACCRUAL PERIOD OF ____________
TO ____________, IS ___% OF THE PRINCIPAL AMOUNT OF THIS SECURITY AND THE METHOD USED TO DETERMINE
THE SHORT ACCRUAL PERIOD ORIGINAL ISSUE DISCOUNT IS THE
____________ METHOD.]




[FORM OF U.S. $ DENOMINATED NOTE/DEBENTURE]




	 	 	 
	No.

	 	$
____________ _________






MARTIN MARIETTA MATERIALS, INC.

[ __________%] [Floating Rate] [Zero Coupon] [Note]

[Debenture] Due __________



MARTIN MARIETTA MATERIALS, INC., a North Carolina corporation, for value received, hereby promises
to pay to _________
_________
_________
_________
_________, or registered assigns, the principal sum of
____________ Dollars on ____________.




     Interest
Payment
Dates:____________ and ____________[ if applicable]



     Record
Dates: ____________
and ____________[ if applicable]



     Additional provisions of this [Note][Debenture] are set forth on the other side of this [Note]
[Debenture].



	 	 	 	 	 
	Attest:           
                
                                  [SEAL]

	 	MARTIN MARIETTA MATERIALS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Secretary

	 	 	 	Chief Executive Officer






 









 






	 	 	 	 	 
	Dated:
	 
	 	 	 	 
	Authenticated:
	 
	 	 	 	 
	This in one of the Securities of the series
designated herein and referred to in the
within-named Indenture.
	 
	 	 	 	 
	 	,
	 
	 
	 	 	 	 
	as Trustee





	 	 	 	 	 
	By:	 	 
	 

	 	 
	 
	 	 	 	 
	 

	 	Authorized Officer





	 	 	 	 	 
	[If an Authenticating Agent has been

appointed insert:
	 
	 	 	 	 
	This is one of the Securities referred to in

the within-mentioned Indenture.
	 
	 	 	 	 
	 	,
	 
	 
	 	 	 	 
	as Trustee





	 	 	 	 	 
	By:	 	 
	 	 	 
	 
	 	 	 	 
	 	 	as Authenticating Agent
	 
	 	 	 	 
	By:	 	 
	 	 	 
	 
	 	 	 	 
	 	 	Authorized Officer]