exv4w6






EXHIBIT 4.6




 

 






HANMI FINANCIAL CORPORATION




TO




[TRUSTEE]




as Trustee




 






INDENTURE




DATED AS OF _________, 20___




SUBORDINATED DEBT SECURITIES




 

 








 









 












TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	 	 	 
	 	 	 	 
	Section 101.

	 	Definitions

	 	 	1	 
	Section 102.

	 	Compliance Certificates and Opinions

	 	 	11	 
	Section 103.

	 	Form of Documents Delivered to Trustee

	 	 	11	 
	Section 104.

	 	Acts of Holders

	 	 	12	 
	Section 105.

	 	Notices, etc., the Trustee and Company

	 	 	13	 
	Section 106.

	 	Notice to Holders; Waiver

	 	 	14	 
	Section 107.

	 	Effect of Headings and Table of Contents

	 	 	15	 
	Section 108.

	 	Successors and Assigns

	 	 	15	 
	Section 109.

	 	Separability Clause

	 	 	15	 
	Section 110.

	 	Benefits of Indenture

	 	 	15	 
	Section 111.

	 	No Personal Liability

	 	 	15	 
	Section 112.

	 	Governing Law

	 	 	15	 
	Section 113.

	 	Legal Holidays

	 	 	16	 
	 	 	 
	 	 	 	 
	ARTICLE TWO ARTICLE TWO SECURITIES FORMS
	 	 	16	 
	 	 	 
	 	 	 	 
	Section 201.

	 	Forms of Securities

	 	 	16	 
	Section 202.

	 	Form of Trustee’s Certificate of Authentication

	 	 	16	 
	Section 203.

	 	Securities Issuable in Global Form

	 	 	17	 
	 	 	 
	 	 	 	 
	ARTICLE THREE THE SECURITIES
	 	 	18	 
	 	 	 
	 	 	 	 
	Section 301.

	 	Amount Unlimited; Issuable in Series

	 	 	18	 
	Section 302.

	 	Denominations

	 	 	21	 
	Section 303.

	 	Execution, Authentication, Delivery and Dating

	 	 	21	 
	Section 304.

	 	Temporary Securities

	 	 	24	 
	Section 305.

	 	Registration, Registration of Transfer and Exchange

	 	 	26	 
	Section 306.

	 	Mutilated, Destroyed, Lost and Stolen Securities

	 	 	29	 
	Section 307.

	 	Payment of Interest; Interest Rights Preserved

	 	 	30	 
	Section 308.

	 	Persons Deemed Owners

	 	 	32	 
	Section 309.

	 	Cancellation

	 	 	33	 
	Section 310.

	 	Computation of Interest

	 	 	33	 
	 	 	 
	 	 	 	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE
	 	 	33	 
	 	 	 
	 	 	 	 
	Section 401.

	 	Satisfaction and Discharge of Indenture

	 	 	33	 
	Section 402.

	 	Application of Trust Funds

	 	 	35	 
	 	 	 
	 	 	 	 
	ARTICLE FIVE REMEDIES
	 	 	35	 
	 	 	 
	 	 	 	 
	Section 501.

	 	Events of Default

	 	 	35	 
	Section 502.

	 	Acceleration of Maturity; Rescission and Annulment

	 	 	36	 






i









 






	 	 	 	 	 	 	 
	Section 503.

	 	Collection of Indebtedness and Suits for Enforcement by Trustee

	 	 	37	 
	Section 504.

	 	Trustee May File Proofs of Claim

	 	 	38	 
	Section 505.

	 	Trustee May Enforce Claims Without Possession of Securities or Coupons

	 	 	39	 
	Section 506.

	 	Application of Money Collected

	 	 	39	 
	Section 507.

	 	Limitation on Suits

	 	 	40	 
	Section 508.

	 	Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount,
if any, Interest and Additional Amounts

	 	 	40	 
	Section 509.

	 	Restoration of Rights and Remedies

	 	 	40	 
	Section 510.

	 	Rights and Remedies Cumulative

	 	 	41	 
	Section 511.

	 	Delay or Omission Not Waiver

	 	 	41	 
	Section 512.

	 	Control by Holders of Securities

	 	 	41	 
	Section 513.

	 	Waiver of Past Defaults

	 	 	41	 
	Section 514.

	 	Waiver of Stay or Extension Laws

	 	 	42	 
	Section 515.

	 	Undertaking for Costs

	 	 	42	 
	 	 	 
	 	 	 	 
	ARTICLE SIX THE TRUSTEE
	 	 	43	 
	 	 	 
	 	 	 	 
	Section 601.

	 	Notice of Defaults

	 	 	43	 
	Section 602.

	 	Certain Rights of Trustee

	 	 	43	 
	Section 603.

	 	Not Responsible for Recitals or Issuance of Securities

	 	 	44	 
	Section 604.

	 	May Hold Securities

	 	 	44	 
	Section 605.

	 	Money Held in Trust

	 	 	45	 
	Section 606.

	 	Compensation, Reimbursement and Indemnification

	 	 	45	 
	Section 607.

	 	Corporate Trustee Required; Eligibility

	 	 	46	 
	Section 608.

	 	Resignation and Removal; Appointment of Successor

	 	 	46	 
	Section 609.

	 	Acceptance of Appointment By Successor

	 	 	47	 
	Section 610.

	 	Merger, Conversion, Consolidation or Succession to Business

	 	 	48	 
	Section 611.

	 	Appointment of Authenticating Agent

	 	 	49	 
	Section 612.

	 	Certain Duties and Responsibilities

	 	 	50	 
	Section 613.

	 	Conflicting Interests

	 	 	50	 
	 	 	 
	 	 	 	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	51	 
	 	 	 
	 	 	 	 
	Section 701.

	 	Disclosure of Names and Addresses of Holders

	 	 	51	 
	Section 702.

	 	Reports by Trustee

	 	 	51	 
	Section 703.

	 	Reports by Company

	 	 	51	 
	Section 704.

	 	Company to Furnish Trustee Names and Addresses of Holders

	 	 	52	 
	 	 	 
	 	 	 	 
	ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE
	 	 	52	 
	 	 	 
	 	 	 	 
	Section 801.

	 	Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted
Subject to Certain Conditions

	 	 	52	 
	Section 802.

	 	Rights and Duties of Successor Corporation

	 	 	52	 
	Section 803.

	 	Officers’ Certificate and Opinion of Counsel

	 	 	53	 






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	ARTICLE NINE SUPPLEMENTAL INDENTURES
	 	 	53	 
	 	 	 
	 	 	 	 
	Section 901.

	 	Supplemental Indentures Without Consent of Holders

	 	 	53	 
	Section 902.

	 	Supplemental Indentures with Consent of Holders

	 	 	55	 
	Section 903.

	 	Execution of Supplemental Indentures

	 	 	56	 
	Section 904.

	 	Effect of Supplemental Indentures

	 	 	56	 
	Section 905.

	 	Conformity with Trust Indenture Act

	 	 	56	 
	Section 906.

	 	Reference in Securities to Supplemental Indentures

	 	 	56	 
	Section 907.

	 	Notice of Supplemental Indentures

	 	 	57	 
	Section 908.

	 	SUBORDINATION UNIMPAIRED

	 	 	57	 
	 	 	 
	 	 	 	 
	ARTICLE TEN COVENANTS
	 	 	57	 
	 	 	 
	 	 	 	 
	Section 1001.

	 	Payment of Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts

	 	 	57	 
	Section 1002.

	 	Maintenance of Office or Agency

	 	 	57	 
	Section 1003.

	 	Money for Securities Payments to Be Held in Trust

	 	 	59	 
	Section 1004.

	 	[Reserved]

	 	 	60	 
	Section 1005.

	 	Existence

	 	 	60	 
	Section 1006.

	 	Maintenance of Properties

	 	 	60	 
	Section 1007.

	 	Insurance

	 	 	61	 
	Section 1008.

	 	Payment of Taxes and Other Claims

	 	 	61	 
	Section 1009.

	 	Provision of Financial Information

	 	 	61	 
	Section 1010.

	 	Statement as to Compliance

	 	 	61	 
	Section 1011.

	 	Additional Amounts

	 	 	62	 
	Section 1012.

	 	Waiver of Certain Covenants

	 	 	63	 
	 	 	 
	 	 	 	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES
	 	 	63	 
	 	 	 
	 	 	 	 
	Section 1101.

	 	Applicability of Article

	 	 	63	 
	Section 1102.

	 	Election to Redeem; Notice to Trustee

	 	 	63	 
	Section 1103.

	 	Selection by Trustee of Securities to Be Redeemed

	 	 	63	 
	Section 1104.

	 	Notice of Redemption

	 	 	64	 
	Section 1105.

	 	Deposit of Redemption Price

	 	 	65	 
	Section 1106.

	 	Securities Payable on Redemption Date

	 	 	66	 
	Section 1107.

	 	Securities Redeemed in Part

	 	 	67	 
	 	 	 
	 	 	 	 
	ARTICLE TWELVE SINKING FUNDS
	 	 	67	 
	 	 	 
	 	 	 	 
	Section 1201.

	 	Applicability of Article

	 	 	67	 
	Section 1202.

	 	Satisfaction of Sinking Fund Payments with Securities

	 	 	67	 
	Section 1203.

	 	Redemption of Securities for Sinking Fund

	 	 	68	 
	 	 	 
	 	 	 	 
	ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS
	 	 	68	 
	 	 	 
	 	 	 	 
	Section 1301.

	 	Applicability of Article

	 	 	68	 
	Section 1302.

	 	Repayment of Securities

	 	 	68	 
	Section 1303.

	 	Exercise of Option

	 	 	69	 






iii









 






	 	 	 	 	 	 	 
	Section 1304.

	 	When Securities Presented for Repayment Become Due and Payable

	 	 	69	 
	Section 1305.

	 	Securities Repaid in Part

	 	 	70	 
	 	 	 
	 	 	 	 
	ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE
	 	 	70	 
	 	 	 
	 	 	 	 
	Section 1401.

	 	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance

	 	 	70	 
	Section 1402.

	 	Defeasance and Discharge

	 	 	71	 
	Section 1403.

	 	Covenant Defeasance

	 	 	71	 
	Section 1404.

	 	Conditions to Defeasance or Covenant Defeasance

	 	 	72	 
	Section 1405.

	 	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions

	 	 	74	 
	 	 	 
	 	 	 	 
	ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES
	 	 	75	 
	 	 	 
	 	 	 	 
	Section 1501.

	 	Purposes for Which Meetings May Be Called

	 	 	75	 
	Section 1502.

	 	Call, Notice and Place of Meetings

	 	 	75	 
	Section 1503.

	 	Persons Entitled to Vote at Meetings

	 	 	75	 
	Section 1504.

	 	Quorum; Action

	 	 	75	 
	Section 1505.

	 	Determination of Voting Rights; Conduct and Adjournment of Meetings

	 	 	76	 
	Section 1506.

	 	Counting Votes and Recording Action of Meetings

	 	 	77	 
	Section 1507.

	 	Evidence of Action Taken by Holders

	 	 	78	 
	Section 1508.

	 	Proof of Execution of Instruments

	 	 	78	 
	 	 	 
	 	 	 	 
	ARTICLE SIXTEEN CONVERSION OR EXCHANGE OF SECURITIES
	 	 	78	 
	 	 	 
	 	 	 	 
	Section 1601.

	 	Applicability of Article

	 	 	78	 
	Section 1602.

	 	Election to Exchange; Notice to Trustee and Holders

	 	 	78	 
	Section 1603.

	 	No Fractional Shares

	 	 	78	 
	Section 1604.

	 	Adjustment of Exchange Rate

	 	 	79	 
	Section 1605.

	 	Payment of Certain Taxes Upon Exchange

	 	 	79	 
	Section 1606.

	 	Shares Free and Clear

	 	 	80	 
	Section 1607.

	 	Cancellation of Security

	 	 	80	 
	Section 1608.

	 	Duties of Trustee Regarding Exchange

	 	 	80	 
	Section 1609.

	 	Repayment of Certain Funds Upon Exchange

	 	 	80	 
	Section 1610.

	 	Exercise of Conversion Privilege

	 	 	81	 
	Section 1611.

	 	Effect of Consolidation or Merger on Conversion Privilege

	 	 	82	 
	 	 	 
	 	 	 	 
	ARTICLE SEVENTEEN SUBORDINATION
	 	 	83	 
	 	 	 
	 	 	 	 
	Section 1701.

	 	Agreement to Subordinate

	 	 	83	 
	Section 1702.

	 	Liquidation; Dissolution; Bankruptcy

	 	 	83	 
	Section 1703.

	 	Default on Senior Debt

	 	 	84	 
	Section 1704.

	 	Acceleration of Securities

	 	 	84	 
	Section 1705.

	 	When Distribution Must Be Paid Over

	 	 	84	 
	Section 1706.

	 	Notice by Company

	 	 	84	 






iv









 






	 	 	 	 	 	 	 
	Section 1707.

	 	Subrogation

	 	 	84	 
	Section 1708.

	 	Relative Rights

	 	 	85	 
	Section 1709.

	 	Subordination May Not Be Impaired By Company

	 	 	85	 
	Section 1710.

	 	Distribution or Notice to Representative

	 	 	85	 
	Section 1711.

	 	Rights of Trustee and Paying Agent

	 	 	85	 






v









 






HANMI FINANCIAL CORPORATION




     Reconciliation and tie between Trust Indenture Act of 1939, as amended (“TIA”), and Indenture,
dated as of _________, 20___:



	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	 
	 	 	 	 
	Section 310(a)(1)

	 	607
	(a)(2)

	 	607
	(b)

	 	608
	Section 312(c)

	 	701
	Section 314(a)

	 	703
	(a)(4)

	 	1010
	(c)(1)

	 	102
	(c)(2)

	 	102
	(e)

	 	102
	Section 315(b)

	 	601
	Section 316(a)(last sentence)

	 	101 (“Outstanding”)

	(a)(1)(A)

	 	502, 512
	(a)(1)(B)

	 	513
	(b)

	 	508
	Section 317(a)(1)

	 	503	 
	(a)(2)

	 	504
	Section 318(a)

	 	112	 
	(c)

	 	112	 





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



Attention should also be directed to Section 318(c) of the TIA, which provides that the provisions
of Sections 310 to and including 317 of the TIA are a part of and govern every qualified indenture,
whether or not physically contained therein.





vi











 





INDENTURE




     INDENTURE, dated as of _________, 20___, between HANMI FINANCIAL CORPORATION, a Delaware
corporation (the “Company”), having its principal office at 3660 Wilshire Boulevard,
Penthouse Suite A, Los Angeles, California 90010, and [TRUSTEE], a _________ corporation, as
Trustee hereunder (the “Trustee”), having its corporate trust office at _________.



RECITALS OF THE COMPANY




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



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



NOW, THEREFORE, THIS INDENTURE WITNESSETH:




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



ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




Section 101. Definitions.




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



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



     (b) all other terms used herein that are defined in the TIA, either directly or by reference
therein, have the meanings assigned to them therein, and the terms “cash transaction” and
“self-liquidating paper,” as used in TIA Section 311, shall have the meanings assigned to them in
the rules of the Commission adopted under the TIA;



     (c) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles; and



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



 









 





     Certain terms, used principally in Article Three, Article Five, Article Six and Article Ten,
are defined in those Articles. In addition, the following terms shall have the indicated respective
meanings:



     “Act” has the meaning specified in Section 104.



     “Additional Amounts” means any additional amounts that are required by a Security, under
circumstances specified therein, to be paid by the Company in respect of certain taxes imposed on
certain Holders and that are owing to such Holders.



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



     “Authenticating Agent” means any authenticating agent appointed by the Trustee pursuant to
Section 611.



     “Authorized Newspaper” means a newspaper, printed in the English language, customarily
published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of
general circulation in each place in connection with which the term is used or in the financial
community of each such place. Whenever successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in the same or in different
Authorized Newspapers in the same city meeting the foregoing requirements and in each case on any
Business Day.



     “Bankruptcy Law” has the meaning specified in Section 501.



     “Bearer Security” means a Security that is payable to bearer.



     “Board of Directors” means either (i) the Board of Directors of the Company, the executive
committee or any other committee or director of that board duly authorized to act for it in respect
hereof, or (ii) one or more duly authorized officers of the Company to whom the Board of Directors
of the Company or a committee thereof has delegated the authority to act with respect to the
matters contemplated by this Indenture.



     “Board Resolution” means (i) a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors or a committee
thereof, and to be in full force and effect on the date of such certification, and delivered to the
Trustee or (ii) a certificate signed by the authorized officer or officers of the Company to whom
the Board of Directors of the Company or a committee thereof has delegated its authority (as
described in the definition of Board of Directors), and in each case, delivered to the Trustee.



     “Business Day,” when used with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, means, unless otherwise specified with



2









 







respect to any Securities pursuant to Section 301, any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions in that Place of Payment or
particular location are authorized or required by law, regulation or executive order to close.



     “Clearstream” means Clearstream Banking, societe anonyme Luxembourg.



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



     “Common Depositary” has the meaning specified in Section 304(b).



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



     “Company Request” and “Company Order” mean, respectively, a written request or order signed in
the name of the Company by the President or a Vice President of the Company, and by the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered to
the Trustee.



     “Conversion Event” means the cessation of use of (i) a Foreign Currency (other than as
otherwise provided with respect to a Security pursuant to Section 301) as provided by the
government of the country that issued such currency and for the settlement of transactions by a
central bank or other public institutions of or within the international banking community, or (ii)
the ECU, both within the European Monetary System and for the settlement of transactions by public
in situations of or within the European Community, or (iii) any currency unit (or composite
currency) for the purposes for which it was established.



     “Corporate Trust Office” means the office of the Trustee at which, at any particular time, its
corporate trust business in New York shall be principally administered, which office at the date
hereof is located at _________.



     “corporation” includes corporations, associations, companies and business trusts.



     “coupon” means any interest coupon appertaining to a Bearer Security.



     “Custodian” has the meaning set forth in Section 501.



     “Debt” means the principal, premium, if any, unpaid interest (including interest accruing on
or after the filing of any petition in bankruptcy or for reorganization relating to the Company
whether or not a claim for post-filing interest is allowed in such proceeding), fees, charges,
expenses, reimbursement and indemnification obligations, and all other amounts payable under or in
respect of the following indebtedness of the Company, whether any such indebtedness exists as of
the date of the Indenture or is created, incurred, assumed or guaranteed after such date:



3









 






     (i) any debt (a) for money borrowed, (b) evidenced by a bond, note, debenture, or
similar instrument (including purchase money obligations) given in connection with the
acquisition of any business, property or assets, whether by purchase, merger, consolidation
or otherwise, but shall not include any account payable or other obligation created or
assumed in the ordinary course of business in connection with the obtaining of materials or
services, or (c) that is a direct or indirect obligation that arises as a result of banker’s
acceptances or bank letters of credit issued to secure obligations of the Company, or to
secure the payment of revenue bonds issued for the benefit of the Company, whether
contingent or otherwise;




     (ii) any debt of others described in the preceding clause (i) that the Company has
guaranteed or for which it is otherwise liable;




     (iii) the obligation of the Company, as lessee under any lease of property that is
reflected on the Company’s balance sheet as a capitalized lease; and




     (iv) any deferral, amendment, renewal, extension, supplement or refunding of any
liability of the kind described in any of the preceding clauses (i), (ii), and (iii);
provided, however, that, in computing indebtedness of the Company, there shall be excluded
any particular indebtedness if, upon or prior to the maturity thereof, there shall have been
deposited with a depository in trust money (or evidence of indebtedness if permitted by the
instrument creating such indebtedness) in the necessary amount to pay, redeem or satisfy
such indebtedness as it becomes due, and the amount so deposited shall not be included in
any computation of the assets of the Company.



     “Defaulted Interest” has the meaning specified in Section 307.



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



     “DTC” means The Depository Trust Company.



     “Euroclear” means Morgan Guaranty Trust Company of New York, Brussels Office, or its successor
as operator of the Euroclear System.



     “Event of Default” has the meaning specified in Section 501.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder by the Commission.



     “Foreign Currency” means any currency, currency unit or composite currency issued by the
government of one or more countries other than the United States of America or by any recognized
confederation or association of such governments.



     “GAAP” means generally accepted accounting principles as used in the United States applied on
a consistent basis as in effect from time to time; provided that solely for purposes of any
calculation required by the financial covenants contained herein, “GAAP” shall mean



4









 







generally accepted accounting principles as used in the United States on the date hereof,
applied on a consistent basis.



     “Government Obligations” means securities that are (i) direct obligations of the United States
of America or the government that issued the Foreign Currency in which the Securities of a
particular series are payable, for the payment of which its full faith and credit is pledged or
(ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government that issued the Foreign Currency in which the
Securities of such series are payable, the payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America or such other government, which, in
either case, are not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with respect to any
such Government Obligation or a specific payment of interest on or principal of any such Government
Obligation held by such custodian for the account of the holder of a depository receipt, provided
that (except as required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received by the custodian
in respect of the Government Obligation or the specific payment of interest on or principal of the
Government Obligation evidenced by such depository receipt.



     “Holder” means, in the case of a Registered Security, the Person in whose name a Security is
registered in the Security Register and, in the case of a Bearer Security, the bearer thereof and,
when used with respect to any coupon, shall mean the bearer thereof.



     “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, and shall include the terms of particular series of Securities
established as contemplated by Section 301; provided, however, that, if at any time more than one
Person is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one
or more series of Securities for which such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the
terms of the or those particular series of Securities for which such Person is Trustee established
as contemplated by Section 301, exclusive, however, of any provisions or terms that relate solely
to other series of Securities for which such Person is not Trustee, regardless of when such terms
or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.



     “Indexed Security” means a Security the terms of which provide that the principal amount
thereof payable at Stated Maturity may be more or less than the principal face amount thereof at
original issuance.



     “Interest” when used with respect to an Original Issue Discount Security that by its terms
bears interest only after Maturity, shall mean interest payable after Maturity, and, when used with
respect to a Security that provides for the payment of Additional Amounts pursuant to Section 1011,
includes such Additional Amounts.



5









 





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



     “Make-Whole Amount” means the amount, if any, in addition to principal that is required by a
Security, under the terms and conditions specified therein or as otherwise specified as
contemplated by Section 301, to be paid by the Company to the Holder thereof in connection with any
optional redemption or accelerated payment of such Security.



     “Maturity” means, when used with respect to any Security, the date on which the principal of
such Security or an installment of principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of
option to elect repayment, repurchase or otherwise.



     “Officers’ Certificate” means a certificate signed by the President or a Vice President and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.



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



     “Original Issue Discount Security” means any Security that provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502.



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




     (i) Securities theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;




     (ii) Securities, or portions thereof, for whose payment or redemption or repayment at
the option of the Holder money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities and any coupons appertaining thereto; provided that, if such
Securities are to be redeemed, notice of such redemption has been duly given pursuant to
this Indenture or other provision therefor satisfactory to the Trustee has been made;




     (iii) Securities, except solely to the extent provided in Section 1402 or Section 1403,
as applicable, with respect to which the Company has effected defeasance and/or covenant
defeasance as provided in Article Fourteen;




     (iv) Securities that have been paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to the Trustee that such Securities are held by



6









 







a bona fide purchaser in whose hands such Securities are valid obligations of the
Company; and




     (v) Securities converted or exchanged into other securities or property (including
securities of other issuers, provided that such securities are registered under Section 12
of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form)
for a primary offering of its securities) of the Company pursuant to or in accordance with
this Indenture if the terms of such Securities provide for convertibility or exchange
pursuant to Section 301; provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at a meeting of
Holders for quorum purposes, and for the purpose of making the calculations required by TIA
Section 313, (a) the principal amount of an Original Issue Discount Security that may be
counted in making such determination or calculation and that shall be deemed to be
Outstanding for such purpose shall be equal to the amount of principal thereof that would be
(or shall have been declared to be) due and payable, at the time of such determination, upon
a declaration of acceleration of the maturity thereof pursuant to Section 502, (b) the
principal amount of any Security denominated in a Foreign Currency that may be counted in
making such determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined pursuant to Section 301 as of
the date such Security is originally issued by the Company, of the principal amount (or, in
the case of an Original Issue Discount Security, the Dollar equivalent as of such date of
original issuance of the amount determined as provided in clause (a) above) of such
Security, and (c) the principal amount of any Indexed Security that may be counted in making
such determination or calculation and that shall be deemed outstanding for such purpose
shall be equal to the principal face amount of such Indexed Security at original issuance,
unless otherwise provided with respect to such Indexed Security pursuant to Section 301, and
(d) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in making
such calculation or in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities that a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned that have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities
and that the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.



     “Paying Agent” means any Person authorized by the Company to pay the principal of (and premium
or Make-Whole Amount, if any) or interest on any Securities, or coupons on behalf of the Company,
or if no such Person is authorized, the Company.



     “Person” means any individual, corporation, partnership, limited liability company, joint
venture, association, joint stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.



7









 





     “Place of Payment” means, when used with respect to the Securities of or within any series,
the place or places where the principal of (and premium or Make-Whole Amount, if any) and interest
on such Securities are payable as specified as contemplated by Section 301 and Section 1002.



     “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 306 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a mutilated,
destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security or the Security to which the mutilated, destroyed,
lost or stolen coupon appertains.



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



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



     “Registered Security” means any Security that is registered in the Security Register.



     “Regular Record Date” for the installment of interest payable on any Interest Payment Date on
the Registered Securities of or within any series means the date specified for that purpose as
contemplated by Section 301, whether or not a Business Day.



     “Repayment Date” means, when used with respect to any Security to be repaid or repurchased at
the option of the Holder, the date fixed for such repayment or repurchase by or pursuant to this
Indenture.



     “Repayment Price” means, when used with respect to any Security to be repaid or purchased at
the option of the Holder, the price at which it is to be repaid or repurchased pursuant to this
Indenture.



     “Representative” means the indenture trustee or other trustee, agent or representative for an
issue of Senior Debt.



     “Responsible Officer” means any vice president, assistant vice president, assistant treasurer,
assistant secretary, any financial services officer or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated officers and having
direct responsibility for the administration of this Indenture, and also, with respect to a
particular matter, any other officer to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject.



     “Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules
and regulations promulgated thereunder by the Commission.



     “Security” has the meaning stated in the first recital of this Indenture and, more
particularly, means any Security or Securities authenticated and delivered under this Indenture;



8









 




provided, however, that if at any time there is more than one Person acting as Trustee under
this Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee shall
have the meaning stated in the first recital of this Indenture and shall more particularly mean
Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of
or within any series as to which such Person is not Trustee.




     “Security Register” and “Security Registrar” have the respective meanings specified in Section
305.



     “Senior Debt” means the principal, premium, if any, unpaid interest (including interest
accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the
Company whether or not a claim for post-filing interest is allowed in such proceeding), fees,
charges, expenses, reimbursement and indemnification obligations, and all other amounts payable
under or in respect of the following indebtedness of the Company for money borrowed, whether any
such indebtedness exists as of the date of the Indenture or is created, incurred, assumed or
guaranteed after such date:




     (i) any debt (a) for money borrowed by the Company, or (b) evidenced by a bond, note,
debenture, or similar instrument (including purchase money obligations) given in connection
with the acquisition of any business, property or assets, whether by purchase, merger,
consolidation or otherwise, but shall not include any account payable or other obligation
created or assumed in the ordinary course of business in connection with the obtaining of
materials or services, or (c) which is a direct or indirect obligation which arises as a
result of banker’s acceptances or bank letters of credit issued to secure obligations of the
Company, or to secure the payment of revenue bonds issued for the benefit of the Company
whether contingent or otherwise;




     (ii) any debt of others described in the preceding clause (i) which the Company has
guaranteed or for which it is otherwise liable;




     (iii) the obligation of the Company as lessee under any lease of property which is
reflected on the Company’s balance sheet as a capitalized lease; and




     (iv) any deferral, amendment, renewal, extension, supplement or refunding of any
liability of the kind described in any of the preceding clauses (i), (ii) and (iii);




provided, however, that, in computing the indebtedness of the Company, there shall be
excluded any particular indebtedness if, upon or prior to the maturity thereof, there shall
have been deposited with a depository in trust money (or evidence of indebtedness if
permitted by the instrument creating such indebtedness) in the necessary amount to pay,
redeem or satisfy such indebtedness as it becomes due, and the amount so deposited shall not
be included in any computation of the assets of the Company provided, further, that in
computing the indebtedness of the Company hereunder, there shall be excluded (1) any such
indebtedness, obligation or liability referred to in clauses (i) through (iv) above as to
which, in the instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such indebtedness, obligation or liability is not superior
in right of payment to the Securities, or ranks pari passu with the Securities, (2) any such



9









 







indebtedness, obligation or liability which is subordinated to indebtedness of the Company
to substantially the same extent as or to a greater extent than the Securities are
subordinated, (3) any indebtedness to a subsidiary of the Company and (4) the Securities.
There is no limit on the amount of Senior Debt that the Company may incur.



     “Significant Subsidiary” means any Subsidiary that is a “significant subsidiary” (within the
meaning of Regulation S-X, promulgated under the Securities Act) of the Company.



     “Special Record Date” for the payment of any Defaulted Interest on the Registered Securities
of or within any series means a date fixed by the Trustee pursuant to Section 307.



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



     “Subsidiary” means, with respect to any Person, any corporation or other entity of which a
majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity
interests of which are owned, directly or indirectly, by such Person. For the purposes of this
definition, “voting equity securities” means equity securities having voting power for the election
of directors, whether at all times or only so long as no senior class of security has such voting
power by reason of any contingency.



     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended and as in
force at the date as of which this Indenture was executed, except as provided in Section 905.



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



     “United States” means, unless otherwise specified with respect to any Securities pursuant to
Section 301, the United States of America (including the states and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction.



     “United States person” means, unless otherwise specified with respect to any Securities
pursuant to Section 301, an individual who is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the laws of the United
States or any state or the District of Columbia or an estate or trust the income of which is
subject to United States federal income taxation regardless of its source.



     “Yield to Maturity” means the yield to maturity, computed at the time of issuance of a
Security (or, if applicable, at the most recent predetermination of interest on such Security) and
as set forth in such Security in accordance with generally accepted United States bond yield
computation principles.



10









 





Section 102. Compliance Certificates and Opinions.




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



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (excluding certificates delivered pursuant to Section 1010) shall include:



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



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



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



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



Section 103. Form of Documents Delivered to Trustee.




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



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



11









 





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



Section 104. Acts of Holders.




     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of the Outstanding Securities of all
series or one or more series, as the case may be, may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. If Securities of a series are issuable as Bearer Securities, any request,
demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series voting in favor
thereof, whether in person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record. Except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments or
record or both are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to Section 612)
conclusive in favor of the Trustee and the Company and any agent of the Trustee or the Company, if
made in the manner provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 1506.



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



     (c) The ownership of Registered Securities shall be proved by the Security Register or by a
certificate of the Security Registrar.



     (d) The ownership of Bearer Securities may be proved by the production of such Bearer
Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other
depositary, wherever situated, if such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned such person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer Securities, if such



12









 







certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same Bearer Security is
produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such
Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security
is no longer Outstanding. The ownership of Bearer Securities may also be proved in any other manner
that the Trustee deems sufficient.



     (e) If the Company shall solicit from the Holders of Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its
option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c),
such record date shall be the record date specified in or pursuant to such Board Resolution, which
shall be a date not earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation is completed. If
such a record date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the Holders of record
at the close of business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding Securities have authorized
or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver
or other Act, and for that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders on such record date
shall be deemed effective unless it shall become effective pursuant to the provisions of this
Indenture not later than eleven months after the record date.



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



Section 105. Notices, etc.




     Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or furnished to or
filed with,



     (a) the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate
Trust Office, Attention: Corporate Trust Administrator, or



     (b) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class
postage prepaid, to the Company addressed to it at the address of its principal office



13









 







specified in the first paragraph of this Indenture or at any other address previously
furnished in writing to the Trustee by the Company.



Section 106. Notice to Holders; Waiver.




     Where this Indenture provides for notice of any event to Holders of Registered Securities by
the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder
affected by such event, at his address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Holders of Registered Securities is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders of Registered Securities or the
sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such notice.



     If by reason of the suspension of or irregularities in regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such notification to
Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute
a sufficient notification to such Holders for every purpose hereunder.



     Except as otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer
Securities of any event, such notice shall be sufficiently given if published in an Authorized
Newspaper in the City of New York, New York, and in such other city or cities as may be specified
in such Securities, and if the Securities of such series are listed on any stock exchange outside
the United States, in any place at which such Securities are listed on a securities exchange to the
extent that such securities exchange so requires, on a Business Day, such publication to be not
later than the latest date, and not earlier than the earliest date, prescribed for the giving of
such notice. Any such notice shall be deemed to have been given on the date of such publication or,
if published more than once, on the date of the first such publication.



     If by reason of the suspension of publication of any Authorized Newspaper or Authorized
Newspapers or by reason of any other cause it shall be impracticable to publish any notice to
Holders of Bearer Securities as provided above, then such notification to Holders of Bearer
Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to
such Holders for every purpose hereunder. Neither the failure to give notice by publication to any
particular Holder of Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of such notice with respect to other Holders of Bearer
Securities or the sufficiency of any notice to Holders of Registered Securities given as provided
herein.



     Any request, demand, authorization, direction, notice, consent or waiver required or permitted
under this Indenture shall be in the English language, except that any published notice may be in
an official language of the country of publication.



14









 





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



Section 107. Effect of Headings and Table of Contents.




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



Section 108. Successors and Assigns.




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



Section 109. Separability Clause.




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



Section 110. Benefits of Indenture.




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



Section 111. No Personal Liability.




     No recourse under or upon any obligation, covenant or agreement contained in this Indenture,
in any Security or coupon appertaining thereto, or because of any indebtedness evidenced thereby,
shall be had against any promoter, as such, or against any past, present or future shareholder,
officer or director, as such, of the Company or of any successor, either directly or through the
Company or any successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the Securities by the Holders
thereof and as part of the consideration for the issue of the Securities.



Section 112. Governing Law.




     This Indenture and the Securities and coupons shall be governed by and construed in accordance
with the laws of the State of New York. This Indenture is subject to the provisions of the TIA that
are required to be part of this Indenture and shall, to the extent applicable, be governed by such
provisions.



15









 





Section 113. Legal Holidays.




     In any case where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity of any Security or the last date on which a Holder has
the right to convert or exchange a Security at a particular conversion or exchange price shall not
be a Business Day at any Place of Payment, then (notwithstanding any other provision of this
Indenture or any Security or coupon other than a provision in the Securities of any series that
specifically states that such provision shall apply in lieu hereof), payment of interest or any
Additional Amounts or principal (and premium or Make-Whole Amount, if any) need not be made at such
Place of Payment on such date, conversion or exchange need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of Payment with the
same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or
sinking fund payment date, or at the Stated Maturity or Maturity or on such last day for conversion
or exchange, provided that no interest shall accrue on the amount so payable for the period from
and after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date,
Stated Maturity or Maturity or on such last day for conversion or exchange, as the case may be.



ARTICLE TWO

SECURITIES FORMS




Section 201. Forms of Securities.




     The Registered Securities, if any, of each series and the Bearer Securities, if any, and
related coupons of each series, shall be in substantially the forms as shall be established in or
pursuant to one or more indentures supplemental hereto or Board Resolutions, shall have such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other
marks of identification or designation and such legends or endorsements placed thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or
as may be required to comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange on which the Securities may be listed, or to
conform to usage.



     Unless otherwise specified as contemplated by Section 301, Bearer Securities shall have
interest coupons attached.



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



Section 202. Form of Trustee’s Certificate of Authentication.




     Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially
the following form:



16









 





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



	 	 	 	 	 	 	 
	 

	 	 	 	[Trustee], as Trustee
	 	 
	By:
	 	 	 	 	 	 
	 

	 	Responsible Officer	 	 	 	 






Section 203. Securities Issuable in Global Form.




     If Securities of or within a series are issuable in global form, as specified as contemplated
by Section 301, then, notwithstanding clause (h) of Section 301 and the provisions of Section 302,
any such Security shall represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount of Outstanding
Securities of such series from time to time endorsed thereon and that the aggregate amount of
Outstanding Securities of such series represented thereby may from time to time be increased or
decreased to reflect exchanges, maturities or redemptions. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon written instruction given
by such Person or Persons as shall be specified therein or in the Company Order to be delivered to
the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and,
if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon written instructions given by the Person or Persons specified
therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section
304 has been, or simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in writing but need not
comply with Section 102.



     The provisions of the last sentence of Section 303 shall apply to any Security represented by
a Security in global form if such Security was never issued and sold by the Company and the Company
delivers to the Trustee the Security in global form together with written instructions (that need
not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to
the reduction in the principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 303.



     Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by
Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any
Security in permanent global form shall be made to the Person or Persons specified therein.



     Notwithstanding the provisions of Section 308 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the
Holder of such principal amount of Outstanding Securities represented by a permanent global
Security (i) in the case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent global Security in
bearer form, Euroclear or Clearstream.



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ARTICLE THREE

THE SECURITIES




Section 301. Amount Unlimited; Issuable in Series.




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



     The Securities may be issued in one or more series. There shall be established in or pursuant
to one or more Board Resolutions, or indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable (each of which (except for the
matters set forth in clauses (a), (b) and (o) below), if so provided, may be determined from time
to time by the Company with respect to unissued Securities of or within the series when issued from
time to time):



     (a) the title of the Securities of or within the series (that shall distinguish the Securities
of such series from all other series of Securities);



     (b) any limit upon the aggregate principal amount of the Securities of or within the series
that may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of or within the series pursuant to Section 304, 305, 306, 906, 1107, or 1305);



     (c) the date or dates, or the method by which such date or dates will be determined, on which
the principal of the Securities of or within the series shall be payable and the amount of
principal payable thereon;



     (d) the rate or rates (that may be fixed or variable) at which the Securities of or within the
series shall bear interest, if any, or the method by which such rate or rates shall be determined,
the date or dates from which such interest shall accrue or the method by which such date or dates
shall be determined, the Interest Payment Dates on which such interest will be payable and the
Regular Record Date, if any, for the interest payable on any Registered Security on any Interest
Payment Date, or the method by which such date shall be determined, and the basis upon which
interest shall be calculated if other than that of a 360-day year consisting of twelve 30-day
months;



     (e) the place or places, if any, other than or in addition to the City of New York, New York,
where the principal of (and premium or Make-Whole Amount, if any), interest, if any, on, and
Additional Amounts, if any, payable in respect of, Securities of or within the series shall be
payable, any Registered Securities of or within the series may be surrendered for registration of
transfer, exchange or conversion and notices or demands to or upon the Company in respect of the
Securities of or within the series and this Indenture may be served;



     (f) the period or periods within which the price or prices (including the premium or
Make-Whole Amount, if any) at which, the currency or currencies, currency unit or units or
composite currency or currencies in which and other terms and conditions upon which Securities of
or within the series may be redeemed in whole or in part, at the option of the Company, if the
Company is to have the option;



18









 





     (g) the obligation, if any, of the Company to redeem, repay or purchase Securities of or
within the series pursuant to any sinking fund or analogous provision or at the option of a Holder
thereof, and the period or periods within which or the date or dates on which, the price or prices
at which, the currency or currencies, currency unit or units or composite currency or currencies in
which, and other terms and conditions upon which Securities of or within the series shall be
redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;



     (h) if other than denominations of $1,000 and any integral multiple thereof, the denominations
in which any Registered Securities of or within the series shall be issuable and, if other than the
denomination of $5,000, the denomination or denominations in which any Bearer Securities of or
within the series shall be issuable;



     (i) if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;



     (j) if other than the principal amount thereof, the portion of the principal amount of
Securities of or within the series that shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Section 502 or, if applicable, the portion of the principal amount of
Securities of or within the series that is convertible in accordance with the provisions of this
Indenture, or the method by which such portion shall be determined;



     (k) if other than Dollars, the Foreign Currency or Currencies in which payment of the
principal of (and premium or Make-Whole Amount, if any) or interest or Additional Amounts, if any,
on the Securities of or within the series shall be payable or in which the Securities of or within
the series shall be denominated;



     (l) whether the amount of payments of principal of (and premium or Make-Whole Amount, if any)
or interest, if any, on the Securities of or within the series may be determined with reference to
an index, formula or other method (which index, formula or method may be based, without limitation,
on one or more currencies, currency units, composite currencies, commodities, equity indices or
other indices), and the manner in which such amounts shall be determined;



     (m) whether the principal of (and premium or Make Whole Amount, if any) or interest or
Additional Amounts, if any, on the Securities of or within the series are to be payable, at the
election of the Company or a Holder thereof, in a currency or currencies, currency unit or units or
composite currency or currencies other than that in which such Securities are denominated or stated
to be payable, the period or periods within which, and the terms and conditions upon which, such
election may be made, and the time and manner of, and identity of the exchange rate agent with
responsibility for, determining the exchange rate between the currency or currencies, currency unit
or units or composite currency or currencies in which such Securities are denominated or stated to
be payable and the currency or currencies, currency unit or units or composite currency or
currencies in which such Securities are to be so payable;



     (n) provisions, if any, granting special rights to the Holders of Securities of or within the
series upon the occurrence of such events as may be specified;



19









 





     (o) any deletions from, modifications of or additions to the Events of Default or covenants of
the Company with respect to Securities of or within the series, whether or not such Events of
Default or covenants are consistent with the Events of Default or covenants set forth herein;



     (p) whether Securities of or within the series are to be issuable as Registered Securities,
Bearer Securities (with or without coupons) or both, any restrictions applicable to the offer, sale
or delivery of Bearer Securities and the terms upon which Bearer Securities of or within the series
may be exchanged for Registered Securities of or within the series and vice versa (if permitted by
applicable laws and regulations), whether any Securities of or within the series are to be issuable
initially in temporary global form and whether any Securities of or within the series are to be
issuable in permanent global form (with or without coupons) and, if so, whether beneficial owners
of interests in any such permanent global Security may exchange such interests for Securities of
such series and of like tenor of any authorized form and denomination and the circumstances under
which any such exchanges may occur, if other than in the manner provided in Section 305, and, if
Registered Securities of or within the series are to be issuable as a global Security, the identity
of the depositary for such series;



     (q) the date as of which any Bearer Securities of or within the series and any temporary
global Security representing Outstanding Securities of or within the series shall be dated if other
than the date of original issuance of the first Security of the series to be issued;



     (r) the Person to whom any interest on any Registered Security of the series shall be payable,
if other than the Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest, the manner in
which, or the Person to whom, any interest on any Bearer Security of the series shall be payable,
if otherwise than upon presentation and surrender of the coupons appertaining thereto as they
severally mature, and the extent to which, or the manner in which, any interest payable on a
temporary global Security on an Interest Payment Date will be paid if other than in the manner
provided in Section 304;



     (s) the applicability, if any, of Sections 1402 and/or 1403 to the Securities of or within the
series and any provisions in modification of, in addition to or in lieu of any of the provisions of
Article Fourteen;



     (t) if the Securities of such series are to be issuable in definitive form (whether upon
original issue or upon exchange of a temporary Security of such series) only upon receipt of
certain certificates or other documents or satisfaction of other conditions, then the form and/or
terms of such certificates, documents or conditions;



     (u) if the Securities of or within the series are to be issued upon the exercise of debt
warrants, the time, manner and place for such Securities to be authenticated and delivered;



     (v) whether and under what circumstances the Company will pay Additional Amounts as
contemplated by Section 1011 on the Securities of or within the series to any Holder who is not a
United States person (including any modification to the definition of such term) in respect of any
tax, assessment or governmental charge and, if so, whether the Company will have



20









 







the option to redeem such Securities rather than pay such Additional Amounts (and the terms of
any such option);



     (w) the obligation, if any, of the Company to permit the Securities of such series to be
converted into or exchanged for Common Stock of the Company or other securities or property of the
Company and the terms and conditions upon which such conversion or exchange shall be effected
(including, without limitation, the initial conversion price or rate, the conversion or exchange
period, any adjustment of the applicable conversion or exchange price or rate and any requirements
relative to the reservation of such shares for purposes of conversion or exchange);



     (x) if convertible or exchangeable, any applicable limitations on the ownership or
transferability of the securities or property into which such Securities are convertible or
exchangeable; and



     (y) any other terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture except as permitted by Section 905).



     All Securities of any one series and the coupons appertaining to any Bearer Securities of such
series, if any, shall be substantially identical except, in the case of Registered or Bearer
Securities issued in global form, as to denomination and except as may otherwise be provided in or
pursuant to such Board Resolution or in any indenture supplemental hereto. All Securities of any
one 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 such
series.



     If any of the terms of the Securities of any series are established by action taken pursuant
to one or more Board Resolutions, a copy of an appropriate record of such action(s) shall be
certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at
or prior to the delivery of the Company Order for authentication and delivery of such Securities.



Section 302. Denominations.




     The Securities of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 301. With respect to Securities of any series denominated in Dollars, in
the absence of any such provisions with respect to the Securities of any series, the Registered
Securities of such series, other than Registered Securities issued in global form (which may be of
any denomination), shall be issuable in denominations of $1,000 and any integral multiple thereof
and the Bearer Securities of such series other than Bearer Securities issued in global form (which
may be of any denomination), shall be issuable in denominations of $5,000.



Section 303. Execution, Authentication, Delivery and Dating.




     The Securities and any coupons appertaining thereto shall be executed on behalf of the Company
by its President or a Vice President, under its corporate seal reproduced thereon, and attested by
its Secretary or an Assistant Secretary. The signature of any of these officers on the Securities
and coupons may be manual or facsimile signatures of the present or any future such authorized
officer and may be imprinted or otherwise reproduced on the Securities.




21











 





     Securities or coupons appertaining thereto bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at the date of such
Securities or coupons.



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series, together with any coupon appertaining thereto,
executed by the Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that, in connection with
its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in
the United States; and provided further that, unless otherwise specified with respect to any series
of Securities pursuant to Section 301 a Bearer Security may be delivered in connection with its
original issuance only if the Person entitled to receive such Bearer Security shall have furnished
a certificate to Euroclear or Clearstream, as the case may be, in the form set forth in Exhibit A-1
to this Indenture or such other certificate as may be specified with respect to any series of
Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date
on which such Bearer Security is delivered and the date on which any temporary Security first
becomes exchangeable for such Bearer Security in accordance with the terms of such temporary
Security and this Indenture. Except as permitted by Section 306, the Trustee shall not authenticate
and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been
detached and canceled.



     If all of the Securities of any series are not to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit, such Company Order
may set forth procedures acceptable to the Trustee for the issuance of such Securities and
determining the terms of particular Securities of such series, such as interest rate or formula,
maturity date, date of issuance and date from which interest shall accrue. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section 612 and TIA Section
315(a) through 315(d)) shall be fully protected in conclusively relying upon:



     (a) an Opinion of Counsel complying with Section 102 and stating that:




     (i) the form or forms of such Securities and any coupons have been, or will have been
upon compliance with such procedures as may be specified therein, established in conformity
with the provisions of this Indenture;




     (ii) the terms of such Securities and any coupons have been, or will have been upon
compliance with such procedures as may be specified therein, established in conformity with
the provisions of this Indenture;




     (iii) such Securities, together with any coupons appertaining thereto, when completed
pursuant to such procedures as may be specified therein, and executed and delivered by the
Company to the Trustee for authentication in accordance with this Indenture, authenticated
and delivered by the Trustee in accordance with this Indenture



22









 







and issued by the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute legal, valid and binding obligations of the Company,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating to or affecting the
enforcement of creditors’ rights generally and to general equitable principles and to such
other matters as may be specified therein; and




     (iv) the issuance of such Securities and any coupons will not contravene the articles
of incorporation or bylaws of the Company or result in any violation of any of the terms or
provisions of any law or regulation or of any indenture, mortgage or other agreement known
to such counsel by which the Company is bound; and



     (b) an Officers’ Certificate complying with Section 102 and stating that all conditions
precedent provided for in this Indenture relating to the issuance of such Securities have been, or
will have been upon compliance with such procedures as may be specified therein, complied with and
that, to the best of the knowledge of the signers of such certificate, no Event of Default with
respect to such Securities shall have occurred and be continuing.



     Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all the
Securities of any series are not to be issued at one time, it shall not be necessary to deliver a
Company Order, an Opinion of Counsel or an Officers’ Certificate otherwise required pursuant to the
preceding paragraph at the time of issuance of each Security of such series, but such order,
opinion and certificate, with appropriate modifications to cover such future issuances, shall be
delivered at or before the time of issuance of the first Security of such series.



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



     Each Registered Security shall be dated the date of its authentication and each Bearer
Security shall be dated as of the date specified as contemplated by Section 301.



     No Security or coupon appertaining thereto shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such Security or the
Security to which such coupon appertains a certificate of authentication substantially in the form
provided for herein duly executed by the Trustee by manual signature of an authorized officer, and
such certificate upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to the benefits of
this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309 together with a written
statement (which need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued or sold by the Company, 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.



23









 





Section 304. Temporary Securities.




     (a) Pending the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued, in registered form, or, if authorized, in bearer form with one or more coupons or without
coupons, and with such appropriate insertions, omissions, substitutions and other variations as the
officers of the Company executing such Securities may determine, as conclusively evidenced by their
execution of such Securities. In the case of Securities of any series, such temporary Securities
may be in global form.



     Except in the case of temporary Securities in global form (which shall be exchanged in
accordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), if
temporary Securities of any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of definitive Securities of
such series, the temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such series at the office
or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any series (accompanied by
any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive Securities of
the same series of authorized denominations; provided, however, that no definitive Bearer Security
shall be delivered in exchange for a temporary Registered Security; and provided further that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in Section 303. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.



     (b) Unless otherwise provided as contemplated in Section 301, this Section 304(b) shall govern
the exchange of temporary Securities issued in global form other than through the facilities of
DTC. If any such temporary Security is issued in global form, then such temporary global Security
shall, unless otherwise provided therein, be delivered to the London, England office of a
depositary or common depositary (the “Common Depositary”), for the benefit of Euroclear and
Clearstream.



     Without unnecessary delay but in any event not later than the date specified in, or determined
pursuant to the terms of, any such temporary global Security (the “Exchange Date”), the Company
shall deliver to the Trustee definitive Securities, in an aggregate principal amount equal to the
principal amount of such temporary global Security, executed by the Company. On or after the
Exchange Date, such temporary global Security shall be surrendered by the Common Depositary to the
Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in
part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in
exchange for each portion of such temporary global Security, an equal aggregate principal amount of
definitive Securities of or within the same series of authorized denominations and of like tenor as
the portion of such temporary global Security to be exchanged. The definitive Securities to be
delivered in exchange for any such temporary global



24









 







Security shall be in bearer form, registered form, permanent global bearer form or permanent
global registered form, or any combination thereof, as specified as contemplated by Section 301,
and, if any combination thereof is so specified, as requested by the beneficial owner thereof;
provided, however, that, unless otherwise specified in such temporary global Security, upon such
presentation by the Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion
of such temporary global Security, if any, held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by Euroclear or Clearstream as
to the portion of such temporary global Security, if any, held for its account then to be
exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may
be established pursuant to Section 301; and provided further that definitive Bearer Securities
shall be delivered in exchange for a portion of a temporary global Security only in compliance with
the requirements of Section 303.



     Unless otherwise specified in such temporary global Security, the interest of a beneficial
owner of Securities of a series in a temporary global Security shall be exchanged for definitive
Securities of the same series and of like tenor following the Exchange Date when the account holder
instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in
Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section
301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall
be available from the offices of Euroclear or Clearstream, the Trustee, any Authenticating Agent
appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such
temporary global Security, any such exchange shall be made free of charge to the beneficial owners
of such temporary global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like unless such Person takes delivery of
such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive
Securities in bearer form to be delivered in exchange for any portion of a temporary global
Security shall be delivered only outside the United States.



     Until exchanged in full as hereinabove provided, the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as definitive Securities of
the same series and of like tenor authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 301, interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to the applicable
Exchange Date shall be payable to Euroclear or Clearstream on such Interest Payment Date upon
delivery by Euroclear or Clearstream to the Trustee of a certificate or certificates in the form
set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant
to Section 301), for credit without further interest on or after such Interest Payment Date to the
respective accounts of Persons who are the beneficial owners of such temporary global Security on
such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may
be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior
to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other
forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary
herein contained, the certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of this Section 304(b) and of the third
paragraph of Section 303 of this Indenture and the interests of the



25









 







Persons who are the beneficial owners of the temporary global Security with respect to which
such certification was made will be exchanged for definitive Securities of the same series and of
like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange
Date, without further act or deed by such beneficial owners. Except as otherwise provided in this
paragraph, no payments of principal or interest owing with respect to a beneficial interest in a
temporary global Security will be made unless and until such interest in such temporary global
Security shall have been exchanged for an interest in a definitive Security. Any interest so
received by Euroclear or Clearstream and not paid as herein provided shall be returned to the
Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid
to the Company.



Section 305. Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any
office or agency of the Company in a Place of Payment a register for each series of Securities (the
registers maintained in such office or in any such office or agency of the Company in a Place of
Payment being herein sometimes referred to collectively as the “Security Register”) in which,
subject to such reasonable regulations as it or the Security Registrar may prescribe, the Company
shall provide for the registration of Registered Securities and of transfers of Registered
Securities. The Security Register shall be in written form or any other form capable of being
converted into written form within a reasonable time. The Trustee, at its Corporate Trust Office,
is hereby initially appointed “Security Registrar” for the purpose of registering Registered
Securities and transfers of Registered Securities on such Security Register as herein provided. In
the event that the Trustee shall cease to be Security Registrar, it shall have the right to examine
the Security Register at all reasonable times and to require that a copy of the Security Register
in written form be delivered to it from time to time as reasonably requested. Subject to the
provisions of this Section 305, upon surrender for registration of transfer of any Registered
Security of any series at any office or agency of the Company in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Securities of the same series,
of any authorized denominations and of a like aggregate principal amount, bearing a number not
contemporaneously outstanding, and containing identical terms and provisions.



     Subject to the provisions of this Section 305, at the option of the Holder, Registered
Securities of any series may be exchanged for other Registered Securities of the same series, of
any authorized denomination or denominations and of a like aggregate principal amount, containing
identical terms and provisions, upon surrender of the Registered Securities to be exchanged at any
such office or agency. Whenever any such Registered Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities
that the Holder making the exchange is entitled to receive. Unless otherwise specified with respect
to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in
exchange for Registered Securities.



     If (but only if) permitted as contemplated by Section 301, at the option of the Holder, Bearer
Securities of any series may be exchanged for Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the
Bearer Securities to be exchanged at any such office or agency, with all unmatured



26









 







coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in
default, any such permitted exchange may be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the Company in an amount equal to the face amount of such missing
coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company
and the Trustee if there is furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have
been made, such Holder shall be entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 1002, interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in a permitted exchange for a Registered Security of
the same series and like tenor after the close of business at such office or agency on (i) any
Regular Record Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed
date for payment, as the case may be, and interest or Defaulted Interest, as the case may be, will
not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security, but will be payable
only to the Holder of such coupon when due in accordance with the provisions of this Indenture.
Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities that the holder making the exchange is entitled to
receive.



     Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301,
any permanent global Security shall be exchangeable only as provided in this paragraph. If the
depositary for any permanent global Security is DTC, then, unless the terms of such global Security
expressly permit such global Security to be exchanged in whole or in part for definitive
Securities, a global Security may be transferred, in whole but not in part, only to a nominee of
DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such global Security selected or
approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies the
Company that it is unwilling or unable to continue as depositary for the applicable global Security
or Securities or if at any time DTC ceases to be a clearing agency registered under the Exchange
Act if so required by applicable law or regulation, the Company shall appoint a successor
depositary with respect to such global Security or Securities. If (x) a successor depositary for
such global Security or Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such unwillingness, inability or ineligibility, (y) an
Event of Default has occurred and is continuing and the beneficial owners representing at least
___% in principal amount of the applicable series of Securities represented by such global
Security or Securities advise DTC to cease acting as depositary for such global Security or
Securities or (z) the Company, in its sole discretion, determines at any time that all Outstanding
Securities (but not less than all) of any series issued or issuable in the form of one or more
global Securities shall no longer be represented by such global Security or Securities (provided,
however, the Company may not make such determination during the 40-



27









 







day restricted period provided by Regulation S under the Securities Act or during any other
similar period during which the Securities must be held in global form as may be required by
the Securities Act), then the Company shall execute, and the Trustee shall authenticate and deliver
definitive Securities of like series, rank, tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such global Security or Securities. If any
beneficial owner of an interest in a permanent global Security is otherwise entitled to exchange
such an interest for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301 and provided that any
applicable notice provided in the permanent global Security shall have been given, then without
unnecessary delay but in any event not later than the earliest date on which such interest may be
so exchanged, the Company shall execute, and the Trustee shall authenticate and deliver definitive
Securities in aggregate principal amount equal to the principal amount of such beneficial owner’s
interest in such permanent global Security. On or after the earliest date on which such interests
may be so exchanged, such permanent global Security shall be surrendered for exchange by DTC or
such other depositary as shall be specified in the Company Order with respect thereto to the
Trustee, as the Company’s agent for such purpose; provided, however, that no such exchanges may
occur during a period beginning at the opening of business 15 days before any selection of
Securities to be redeemed and ending on the relevant Redemption Date if the Security for which
exchange is requested may be among those selected for redemption; and provided further that no
Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed
or otherwise delivered to any location in the United States. If a Registered Security is issued in
exchange for any portion of a permanent global Security after the close of business at the office
or agency where such exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record
Date and before the opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect
of such Registered Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of such portion of such
permanent global Security is payable in accordance with the provisions of this Indenture.



     All Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities surrendered upon such registration of transfer or exchange.



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



     No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company and the Trustee 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 304, 906, 1107 or 1305 not involving any
transfer.



28









 





     The Company or the Trustee, as applicable, shall not be required (i) to issue, register the
transfer of or exchange any Security if such Security may be among those selected for redemption
during a period beginning at the opening of business 15 days before selection of the Securities to
be redeemed under Section 1103 and ending at the close of business on (A) if such Securities are
issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption
and (B) if such Securities are issuable as Bearer Securities, the day of the first publication of
the relevant notice of redemption or, if such Securities are also issuable as Registered Securities
and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register
the transfer of or exchange any Registered Security so selected for redemption in whole or in part,
except, in the case of any Registered Security to be redeemed in part, the portion thereof not to
be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and like tenor, provided
that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue
or to register the transfer or exchange of any Security that has been surrendered for repayment at
the option of the Holder, except the portion, if any, of such Security not to be so repaid.



Section 306. Mutilated, Destroyed, Lost and Stolen Securities.




     If any mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with such security or indemnity as may be
required by the Company or the Trustee to save each of them or any agent of either of them
harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and principal amount, containing identical terms and
provisions and bearing a number not contemporaneously outstanding, with coupons corresponding to
the coupons, if any, appertaining to the surrendered Security.



     If there shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or coupon, and (ii) such security or
indemnity as may be required by them to save each of them and any agent of either of them harmless,
then, in the absence of actual notice to the Company or the Trustee that such Security or coupon
has been acquired by a bona fide purchaser, the Company shall execute and upon its request the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or
in exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all
appurtenant coupons not destroyed, lost or stolen), a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed,
lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon
appertains.



     Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated,
destroyed, lost or stolen Security or coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security, with coupons corresponding to
coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to
which such destroyed, lost or stolen coupon appertains, pay such Security or coupon; provided,
however, that payment of principal of (and premium or Make-Whole Amount, if any), any interest on
and any Additional Amounts with respect to Bearer Securities shall, except as



29









 







otherwise provided in Section 1002, be payable only at an office or agency located outside the
United States and, unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining
thereto.



     Upon the issuance of any new Security under this Section, the Company and the Trustee may
require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.



     Every new Security of any series with its coupons, if any, issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed,
lost or stolen coupon appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Security and its coupons, if any, or the
destroyed, lost or stolen coupon 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 that series and their coupons, if any, duly issued hereunder.



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



Section 307. Payment of Interest; Interest Rights Preserved.




     Except as otherwise specified with respect to a series of Securities in accordance with the
provisions of Section 301, interest on any Registered Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest at the office or agency of the Company maintained for such
purpose pursuant to Section 1002; provided, however, that each installment of interest on any
Registered Security may at the Company’s option be paid by (i) mailing a check for such interest,
payable to or upon the written order of the Person entitled thereto pursuant to Section 308, to the
address of such Person as it appears on the Security Register or (ii) transfer to an account
maintained by the payee located inside the United States.



     Unless otherwise provided as contemplated by Section 301 with respect to the Securities of any
series, payment of interest may be made, in the case of a Bearer Security, by transfer to an
account maintained by the payee with a bank located outside the United States.



     Unless otherwise provided as contemplated by Section 301, every permanent global Security will
provide that interest, if any, payable on any Interest Payment Date will be paid to DTC, Euroclear
and/or Clearstream, as the case may be, with respect to that portion of such permanent global
Security held for its account by DTC, Euroclear or Clearstream, as the case may be, for the purpose
of permitting such party to credit the interest received by it in respect of such permanent global
Security to the accounts of the beneficial owners thereof.



     In case a Bearer Security of any series is surrendered in exchange for a Registered Security
of such series after the close of business (at an office or agency in a Place of Payment



30









 







for such series) on any Regular Record Date and before the opening of business (at such office
or agency) on the next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not be payable on such
Interest Payment Date in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.



     Except as otherwise specified with respect to a series of Securities in accordance with the
provisions of Section 301, any interest on any Registered Security of any series that is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may
be paid by the Company, at its election in each case, as provided in clause (a) or (b) below:



     (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the Registered Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such
series and the date of the proposed payment (which shall not be less than 20 days after such notice
is received by the Trustee), and at the same time the Company shall deposit with the Trustee an
amount of money in the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) equal to the aggregate amount proposed
to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date
of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of
the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder of Registered Securities of such series at such Holder’s address as it
appears in the Security Register not less than 10 days prior to such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the
Registered Securities of such series (or their respective Predecessor Securities) are registered at
the close of business on such Special Record Date and shall no longer be payable pursuant to the
following clause (b). In case a Bearer Security of any series is surrendered at the office or
agency in a Place of Payment for such series in exchange for a Registered Security of such series
after the close of business at such office or agency on any Special Record Date and before the
opening of business at such office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon relating to such proposed
date of payment and Defaulted Interest will not be payable on such proposed date of payment in
respect



31









 







of the Registered Security issued in exchange for such Bearer Security, but will be payable
only to the Holder of such coupon when due in accordance with the provisions of this Indenture.



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



     Subject to the foregoing provisions of this Section and Section 305, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Security.



     Subject to the provisions of Section 1402 and except as otherwise specified with respect to a
series of Securities in accordance with the provisions of Section 301, in the case of any Security
that is converted or exchanged after any Regular Record Date and on or prior to the next succeeding
Interest Payment Date (other than any Security, the principal of (or premium, if any, on) which
shall become due and payable, whether at a Stated Maturity or by declaration of acceleration, call
for redemption, or otherwise, prior to such Interest Payment Date), interest whose Stated Maturity
is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding
such conversion or exchange, and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on such Regular Record Date. Except as otherwise
expressly provided in the immediately preceding sentence, in the case of any Security which is
converted or exchanged, interest whose Stated Maturity is after the date of conversion or exchange
of such Security shall not be payable.



Section 308. Persons Deemed Owners.




     Prior to due presentment of a Registered Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Security for the purpose of receiving
payment of principal of (and premium or Make-Whole Amount, if any), and (subject to Sections 305
and 307) interest on, such Registered Security and for all other purposes whatsoever, whether or
not such Registered Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.



     Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The
Company, the Trustee and any agent of the Company or the Trustee may treat the Holder of any Bearer
Security and the Holder of any coupon as the absolute owner of such Security or coupon for the
purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or coupon be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.



32









 





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



     Notwithstanding the foregoing, with respect to any global Security, nothing herein shall
prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to
any written certification, proxy or other authorization furnished by any depositary, as a Holder,
with respect to such global Security or impair, as between such depositary and owners of beneficial
interests in such global Security, the operation of customary practices governing the exercise of
the rights of such depositary (or its nominee) as Holder of such global Security.



Section 309. Cancellation.




     All Securities and coupons surrendered for payment, redemption, repayment at the option of the
Holder, registration of transfer or exchange or for credit against any sinking fund payment shall,
if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such
Securities and coupons and Securities and coupons surrendered directly to the Trustee for any such
purpose shall be promptly canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder that the Company may
have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously authenticated hereunder that
the Company has not issued and sold, and all Securities so delivered shall be promptly canceled by
the Trustee. If the Company shall so acquire any of the Securities, however, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. Cancelled Securities and coupons held by the
Trustee shall be destroyed by the Trustee and, if required in writing by the Company, the Trustee
shall deliver a certificate of such destruction to the Company, unless by a Company Order the
Company directs their return to it.



Section 310. Computation of Interest.




     Except as otherwise specified as contemplated by Section 301 with respect to Securities of any
series, interest on the Securities of each series shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.



ARTICLE FOUR

SATISFACTION AND DISCHARGE




Section 401. Satisfaction and Discharge of Indenture.




     This Indenture shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any surviving rights of
registration of transfer or exchange of Securities of such series herein expressly provided for and
any right to receive Additional Amounts, as provided in Section 1011), and the Trustee, upon



33









 







receipt of a Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to such series when



     (a) either




     (i) all Securities of such series theretofore authenticated and delivered and all
coupons, if any, appertaining thereto (other than (A) coupons appertaining to Bearer
Securities surrendered for exchange for Registered Securities and maturing after such
exchange, whose surrender is not required or has been waived as provided in Section 305, (B)
Securities and coupons of such series that have been destroyed, lost or stolen and that have
been replaced or paid as provided in Section 306, (C) coupons appertaining to Securities
called for redemption and maturing after the relevant Redemption Date, whose surrender has
been waived as provided in Section 1106, and (D) Securities and coupons of such series for
whose payment money has theretofore been deposited in trust or segregated and held in trust
by the Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee for cancellation; or




     (ii) all Securities of such series and, in the case of (A) or (B) below, any coupons
appertaining thereto not theretofore delivered to the Trustee for cancellation




     (A) have become due and payable, or




     (B) will become due and payable at their Stated Maturity within one year, or




     (C) if redeemable at the option of the Company, are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the Company,




and the Company, in the case of (A), (B) or (C) above, has irrevocably deposited or caused
to be deposited with the Trustee as trust funds in trust for the purpose an amount in the
currency or currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable, sufficient to pay and discharge the entire
indebtedness on such Securities and such coupons not theretofore delivered to the Trustee
for cancellation, for principal (and premium or Make-Whole Amount, if any) and interest, and
any Additional Amounts with respect thereto, to the date of such deposit (in the case of
Securities that have become due and payable) or the Stated Maturity or Redemption Date, as
the case may be;



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



     (c) The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture as to such series have been complied with.



34









 





     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee and any predecessor Trustee under Section 606, the obligations of the
Company to any Authenticating Agent under Section 611 and, if money shall have been deposited with
and held by the Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations
of the Trustee under Section 402 and the last paragraph of Section 1003, shall survive.



     In the event that there are Securities of two or more series outstanding hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this
Indenture only if requested to do so with respect to Securities of a particular series as to which
it is Trustee and if the other conditions thereto are met.



Section 402. Application of Trust Funds.




     Subject to the provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, the coupons and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium or Make-Whole Amount, if
any), and any interest and Additional Amounts for whose payment such money has been deposited with
or received by the Trustee, but such money need not be segregated from other funds except to the
extent required by law. Money deposited pursuant to this section not in violation of this Indenture
shall not be subject to claims of holders of Senior Debt under Article Seventeen.



ARTICLE FIVE

REMEDIES




Section 501. Events of Default.




     Subject to any modifications, additions or deletions relating to any series of Securities as
contemplated pursuant to Section 301, “Event of Default,” wherever used herein with respect to any
particular series of Securities, means any one of the following events (whatever the reason for
such Event of Default and whether or not it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):



     (a) default in the payment of any interest upon or any Additional Amounts payable in respect
of any Security of or within that series or of any coupon appertaining thereto, when such interest,
Additional Amounts or coupon becomes due and payable, and continuance of such default for a period
of 30 days; or



     (b) default in the payment of the principal of (or premium or Make-Whole Amount, if any, on)
any Security of that series when it becomes due and payable at its Maturity; or



     (c) default in the deposit of any sinking fund payment, when and as due by the terms of any
Security of that series; or



35









 





     (d) default in the performance, or breach, of any covenant or warranty of the Company in this
Indenture with respect to any Security of that series (other than (i) a covenant or agreement
included in this Indenture solely for the benefit of a series of Securities other than such series
or (ii) a covenant or warranty a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with), and continuance of such default or breach for a period of 60 days
after there has been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 33 1/3% in principal amount of the
Outstanding Securities of that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or



     (e) the Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:




     (i) commences a voluntary case,




     (ii) consents to the entry of an order for relief against it in an involuntary case,




     (iii) consents to the appointment of a Custodian of it or for all or substantially all
of its property, or




     (iv) makes a general assignment for the benefit of its creditors; or



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




     (i) is for relief against the Company or any Significant Subsidiary in an involuntary
case,




     (ii) appoints a Custodian of the Company or any Significant Subsidiary or for all or
substantially all of either of its property, or




     (iii) orders the liquidation of the Company or any Significant Subsidiary, and the
order or decree remains unstayed and in effect for 90 days; or



     (g) any other Event of Default provided with respect to Securities of that series.



     As used in this Section 501, the term “Bankruptcy Law” means Title 11, U.S. Code or any
similar Federal or state law for the relief of debtors and the term “Custodian” means any receiver,
trustee, assignee, liquidator or other similar official under any Bankruptcy Law.



Section 502. Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default with respect to Securities of any series at the time Outstanding occurs
and is continuing, then and in every such case the Trustee or the Holders of not less than 33 1/3%
in aggregate principal amount of the Outstanding Securities of each such affected series (voting as
a single class) may declare the principal (or, if any Securities are Original Issue Discount
Securities or Indexed Securities, such portion of the principal as may be specified in the



36









 







terms thereof) of, and the Make-Whole Amount, if any, on, all the Securities of that series to
be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders), and upon any such declaration such principal or specified portion thereof shall
become immediately due and payable.



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



     (a) the Company has paid or deposited with the Trustee a sum sufficient to pay in the
currency, currency unit or composite currency in which the Securities of such series is payable
(except as otherwise specified pursuant to Section 301 for the Securities of such series):




     (i) all overdue installments of interest on and any Additional Amounts payable in
respect of all Outstanding Securities of that series and any related coupons;




     (ii) the principal of (and premium or Make-Whole Amount, if any, on) any Outstanding
Securities of that series that have become due otherwise than by such declaration of
acceleration and interest thereon at the rate or rates borne by or provided for in such
Securities;




     (iii) to the extent that payment of such interest is lawful, interest upon overdue
installments of interest and any Additional Amounts at the rate or rates borne by or
provided for in such Securities; and




     (iv) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;
and



     (b) all Events of Default with respect to Securities of that series, other than the nonpayment
of the principal of (or premium or Make-Whole Amount, if any) or interest on Securities of that
series that have become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 513.



     No such rescission shall affect any subsequent default or impair any right consequent thereon.



Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.




     The Company covenants that if:



     (a) default is made in the payment of any installment of interest or Additional Amounts, if
any, on any Security of any series and any related coupon when such interest or Additional Amount
becomes due and payable and such default continues for a period of 30 days, or



37









 





     (b) default is made in the payment of the principal of (or premium or Make-Whole Amount, if
any, on) any Security of any series at its Maturity,


then the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of such Securities of such series and coupons, the whole amount then due and payable on
such Securities and coupons for principal (and premium or Make-Whole Amount, if any) and interest
and Additional Amounts, with interest upon any overdue principal (and premium or Make-Whole Amount,
if any) and, to the extent that payment of such interest shall be legally enforceable, upon any
overdue installments of interest or Additional Amounts, if any, at the rate or rates borne by or
provided for in such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.




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



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



Section 504. Trustee May File Proofs of Claim.




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



     (a) to file and prove a claim for the whole amount, or such lesser amount as may be provided
for in the Securities of such series, of principal (and premium or Make-Whole Amount, if any) and
interest and Additional Amounts, if any, owing and unpaid in respect of the Securities and to file
such other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and



38









 





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


and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder of Securities of such
series and coupons to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee and
any predecessor Trustee, their agents and counsel, and any other amounts due the Trustee or any
predecessor Trustee under Section 606.




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



Section 505. Trustee May Enforce Claims Without Possession of Securities or Coupons.




     All rights of action and claims under this Indenture or any of the Securities or coupons may
be prosecuted and enforced by the Trustee without the possession of any of the Securities or
coupons or the production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable
benefit of the Holders of the Securities and coupons in respect of which such judgment has been
recovered.



Section 506. Application of Money Collected.




     Any money collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (or premium or Make-Whole Amount, if any) or interest and any Additional
Amounts, upon presentation of the Securities or coupons, or both, as the case may be, and the
notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:



     FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee under Section
606,



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



     THIRD: To the payment of the remainder, if any, to the Company.



39









 





Section 507. Limitation on Suits.




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



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



     (b) the Holders of a majority in principal amount of the Outstanding Securities of that series
shall have made written request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;



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



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



     (e) no direction inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities
of that series;


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




Section 508. Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, Interest and Additional Amounts.




     Notwithstanding any other provision in this Indenture, the Holder of any Security or coupon
shall have the right that is absolute and unconditional to receive payment of the principal of (and
premium or Make-Whole Amount, if any) and (subject to Sections 305 and 307) interest on, and any
Additional Amounts in respect of, such Security or payment of such coupon on the respective due
dates expressed in such Security or coupon (or, in the case of redemption, on the Redemption Date),
to convert or exchange such Securities in accordance with Article Sixteen and to institute suit for
the enforcement of any such payment, and such rights shall not be impaired without the consent of
such Holder.



Section 509. Restoration of Rights and Remedies.




     If the Trustee or any Holder of a Security or coupon has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee or to such Holder, then and in every
such case the Company, the Trustee and the Holders of Securities and coupons shall, subject to any
determination in such proceeding, be restored severally and respectively to



40









 







their former positions hereunder and thereafter all rights and remedies of the Trustee and the
Holders shall continue as though no such proceeding has been instituted.



Section 510. Rights and Remedies Cumulative.




     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons
is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.



Section 511. Delay or Omission Not Waiver.




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



Section 512. Control by Holders of Securities.




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



     (a) such direction shall not be in conflict with any rule of law or with this Indenture,



     (b) the Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction, and



     (c) the Trustee need not take any action that might involve it in personal liability or be
unduly prejudicial to the Holders of Securities of such series not joining therein (but the Trustee
shall have no obligation as to the determination of such undue prejudice).



Section 513. Waiver of Past Defaults.




     The Holders of a majority in principal amount of the Outstanding Securities of any series may
on behalf of the Holders of all the Securities of such series and any related coupons consent to
the waiver of any past default hereunder with respect to such series and its consequences, except a
default



41









 





     (a) in the payment of the principal of (or premium or Make-Whole Amount, if any) or interest
on or Additional Amounts payable in respect of any Security of such series or any related coupons,
or



     (b) in respect of a covenant or provision hereof which under Article Nine cannot be modified
or amended without the consent of the Holder of each Outstanding Security of such series affected.



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



Section 514. Waiver of Stay or Extension Laws.




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



Section 515. Undertaking for Costs.




     All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit
having due regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee,
to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10%
in principal amount of the Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium or Make-Whole Amount, if any) or
interest on or Additional Amounts payable with respect to any Security on or after the respective
Stated Maturities expressed in such Security (or in the case of redemption, on or after the
Redemption Date) or to enforce the right to convert or exchange any Security in accordance with
Article Sixteen.




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ARTICLE SIX

THE TRUSTEE




Section 601. Notice of Defaults.




     Within 90 days after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall transmit in the manner and to the extent provided in TIA Section
313(c), notice of such default hereunder actually known to a Responsible Officer of the Trustee,
unless such default shall have been cured or waived; provided, however, that, except in the case of
a default in the payment of the principal of (or premium or Make-Whole Amount, if any) or interest
on or any Additional Amounts with respect to any Security of such series, or in the payment of any
sinking fund installment with respect to the Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interests of the Holders of the
Securities and coupons of such series; and provided further that in the case of any default or
breach of the character specified in Section 501(4) with respect to the Securities and coupons of
such series, no such notice to Holders shall be given until at least 60 days after the occurrence
thereof. For the purpose of this Section, the term “default” means any event that is, or after
notice or lapse of time or both would become, an Event of Default with respect to the Securities of
such series.



Section 602. Certain Rights of Trustee.




     Subject to the provisions of TIA Section 315(a) through 315(d):



     (a) the Trustee shall perform only such duties as are expressly undertaken by it to perform
under this Indenture and no implied covenants or obligations shall be read into this Indenture
against the Trustee;



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



     (c) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order (other than delivery of any Security, together with any
coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section
303 that shall be sufficiently evidenced as provided therein) and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution;



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



     (e) the Trustee may consult with counsel and as a condition to the taking, suffering or
omission of any action hereunder may demand an Opinion of Counsel, and the advice of such



43









 







counsel or any Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;



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



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



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



     (i) the Trustee shall not be liable for any action taken, suffered or omitted by it in good
faith and reasonably believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture. The Trustee shall not be required to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or indemnity satisfactory to the Trustee against such risk
or liability is not reasonably assured to it.



Section 603. Not Responsible for Recitals or Issuance of Securities.




     The recitals contained herein and in the Securities, except the Trustee’s certificate of
authentication, and in any coupons shall be taken as the statements of the Company, and neither the
Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or of the Securities
or coupons, except that the Trustee represents that it is duly authorized to execute and deliver
this Indenture, authenticate the Securities and perform its obligations hereunder. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company
of Securities or the proceeds thereof.



Section 604. May Hold Securities.




     The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other agent of
the Company, in its individual or any other capacity, may become the owner or pledgee of Securities
and coupons and, subject to Section 613 and TIA Sections 310(b) and 311, may



44









 







otherwise deal with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar, Authenticating Agent or such other agent.



Section 605. Money Held in Trust.




     Money held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest on, or investment
of, any money received by it hereunder.



Section 606. Compensation, Reimbursement and Indemnification.




     The Company agrees:



     (a) to pay to the Trustee from time to time reasonable compensation for all services rendered
by it hereunder, including extraordinary services rendered in connection with or during the
continuation of a default hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust);



     (b) to reimburse each of the Trustee and any predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by it in accordance with any
provision of this Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except to the extent any such expense, disbursement or
advance may be attributable to its gross negligence or bad faith; and



     (c) to indemnify each of the Trustee and any predecessor Trustee and each of their respective
directors, officers, agents and employees for, and to hold each of them harmless against, any loss,
liability, claim, action, suit, cost or expense, arising out of or in connection with the
acceptance or administration of the trust or trusts or the performance of its duties hereunder,
including the costs and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder except to the extent any
such loss, liability, claim, action, suit, cost or expense may be attributable to its own gross
negligence or bad faith.



     As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the payment of principal of (or premium or
Make-Whole Amount, if any) or interest on particular Securities or any coupons.



     When the Trustee incurs expenses or renders services in connection with an Event of Default
described in Section 501(6) and (7), such expenses (including the fees and expenses of its counsel)
and the compensation for such services are intended to constitute expenses of administration under
any Bankruptcy Law.



     The provisions of this Section shall survive the termination of this Indenture or the
resignation or removal of the Trustee.



45









 





Section 607. Corporate Trustee Required; Eligibility.




     There shall at all times be a Trustee hereunder that shall be eligible to act as Trustee under
TIA Section 310(a)(1) and shall have a combined capital and surplus of at least $50,000,000 or is a
subsidiary of a corporation that shall be a Person that has a combined capital and surplus of at
least $50,000,000 and that unconditionally guarantees the obligations of the Trustee hereunder. If
such Trustee or Person publishes reports of condition at least annually, pursuant to law or the
requirements of Federal, State, Territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such Trustee
or Person shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.



Section 608. Resignation and Removal; Appointment of Successor.




     (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 609.



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



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



     (d) If at any time:




     (i) the Trustee shall fail to comply with the provisions of Section 613 or TIA Section
310(b) after written request therefor by the Company or by any Holder of a Security who has
been a bona fide Holder of a Security for at least six months, or




     (ii) the Trustee shall cease to be eligible under Section 607 and shall fail to resign
after written request therefor by the Company or by any Holder of a Security who has been a
bona fide Holder of a Security for at least six months, or




     (iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the
Company by or pursuant to a Board Resolution may remove the Trustee and appoint a successor
Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e), any Holder of
a Security who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition



46









 







any court of competent jurisdiction for the removal of the Trustee with respect to all Securities
and the appointment of a successor Trustee or Trustees.



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



     (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series in the manner provided for notices to the Holders of Securities in
Section 106. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.



Section 609. Acceptance of Appointment By Successor.




     (a) In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee shall execute, acknowledge and deliver to the Company and
to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its claim, if any, provided for in Section 606.



     (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto, pursuant to Article Nine hereof, wherein each successor Trustee shall accept
such appointment and that (1) shall contain such provisions as shall be necessary or



47









 







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



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



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



     (e) All monies due and owing to the Trustee shall be paid before the Successor Trustee takes
over.



Section 610. Merger, Conversion, Consolidation or Succession to Business.




     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Securities or coupons shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities or coupons so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities or coupons. In case
any Securities or coupons shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in either its own



48









 







name or that of its predecessor Trustee, with the full force and effect that this Indenture
provides for the certificate of authentication of the Trustee.



Section 611. Appointment of Authenticating Agent.




     At any time when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities that shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon
exchange, registration of transfer or partial redemption or repayment thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent shall be reasonably acceptable to the Company and, except as may otherwise be provided
pursuant to Section 301, shall at all times be a bank or trust company or corporation organized and
doing business and in good standing under the laws of the United States of America or of any State
or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $25,000,000 and subject to supervision or examination
by Federal or State authorities. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. In case at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this Section.



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



     An Authenticating Agent for any series of Securities may at any time resign by giving written
notice of resignation to the Trustee for such series and to the Company. The Trustee for any series
of Securities may at any time terminate the agency of an Authenticating Agent by giving written
notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, the Trustee for such series
may appoint a successor Authenticating Agent that shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of or



49









 







within the series with respect to which such Authenticating Agent will serve in the manner set
forth in Section 106. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section.



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



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



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



	 	 	 	 	 
	 	[Trustee], as Trustee

 	 
	 	By:  	 	 
	 	 	as Authenticating Agent 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	as Authenticating Agent 	 
	 	 	 	 
	 



Section 612. Certain Duties and Responsibilities.





     No provision of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or indemnity satisfactory to the Trustee against such risk or liability is
not reasonably assured to it. Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.



Section 613. Conflicting Interests.




     If the Trustee has or shall acquire a conflicting interest within the meaning of the TIA, the
Trustee shall either eliminate such interest or resign, to the extent and in the manner provided
by, and subject to the provisions of, the TIA and this Indenture. To the extent permitted by such
Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee
under this Indenture with respect to Securities of more than one series. In case an Event of
Default shall occur and be continuing, the Trustee shall exercise such of its rights and powers



50









 




under the applicable Indenture and use the same degree of care and skill in their exercise as
a prudent person would exercise or use under the circumstances in the conduct of his own affairs.




ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




Section 701. Disclosure of Names and Addresses of Holders.




     Every Holder of Securities or coupons, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any Authenticating Agent nor
any Paying Agent nor any Security Registrar nor any director, officer, agent or employee of any of
them shall be held accountable by reason of the disclosure of any information as to the names and
addresses of the Holders of Securities or coupons in accordance with TIA Section 312, regardless of
the source from which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).



Section 702. Reports by Trustee.




     Within 60 days after March 15 of each year commencing with the first March 15 after the first
issuance of Securities pursuant to this Indenture, the Trustee shall transmit by mail to all
Holders of Securities as provided in TIA Section 313(c) a brief report dated as of such March 15 if
and to the extent required by TIA Section 313(a).



Section 703. Reports by Company.




     The Company will:



     (a) file with the Trustee, within 15 days after the Company is required to file the same with
the Commission, copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) that the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to
file information, documents or reports pursuant to either of such Sections, then it will file with
the Trustee and the Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information, documents and reports
that may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to time in such rules
and regulations;



     (b) file with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information, documents and reports
with respect to compliance by the Company with the conditions and covenants of this Indenture as
may be required from time to time by such rules and regulations; and



     (c) transmit by mail to the Holders of Securities, within 30 days after the filing thereof
with the Trustee, in the manner and to the extent provided in TIA Section 313(c), such



51









 







summaries of any information, documents and reports required to be filed by the Company
pursuant to paragraphs (1) or (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.



Section 704. Company to Furnish Trustee Names and Addresses of Holders.




     The Company will furnish or cause to be furnished to the Trustee:



     (a) semi-annually, not later than 15 days after the Regular Record Date for interest for each
series of Securities, a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Registered Securities of such series as of such Regular Record Date, or
if there is no Regular Record Date for interest for such series of Securities, semi-annually, upon
such dates as are set forth in the Board Resolution or indenture supplemental hereto authorizing
such series, and



     (b) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished, provided, however, that, so long as the
Trustee is the Security Registrar, no such lists shall be required to be furnished.



ARTICLE EIGHT

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE




Section 801. Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted
Subject to Certain Conditions.




     The Company may consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into any other Person, provided that in any such case, (i) either the
Company shall be the continuing entity, or the successor (if other than the Company) entity shall
be a Person organized and existing under the laws of the United States or a State thereof or the
District of Columbia and such successor entity shall expressly assume the due and punctual payment
of the principal of (and premium or Make-Whole Amount, if any) and any interest (including all
Additional Amounts, if any, payable pursuant to Section 1011) on all of the Securities, according
to their tenor, the conversion or exchange rights shall be provided for in accordance with Article
Sixteen, if applicable, or as otherwise specified pursuant to Section 301, and the due and punctual
performance and observance of all of the covenants and conditions of this Indenture to be performed
by the Company by supplemental indenture, complying with Article Nine hereof, satisfactory to the
Trustee, executed and delivered to the Trustee by such Person and (ii) immediately after giving
effect to such transaction and treating any indebtedness that becomes an obligation of the Company
or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at
the time of such transaction, no Event of Default, and no event that, after notice or the lapse of
time, or both, would become an Event of Default, shall have occurred and be continuing.



Section 802. Rights and Duties of Successor Corporation.




     In case of any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor entity, such successor entity shall succeed to and be substituted for



52









 







the Company, with the same effect as if it had been named herein as the party of the first
part, and the predecessor entity, except in the event of a lease, shall be relieved of any further
obligation under this Indenture and the Securities. Such successor entity thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder that theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and
subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities that previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and any Securities that
such successor entity thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Securities had been issued at the date of the
execution hereof.



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



Section 803. Officers’ Certificate and Opinion of Counsel.




     Any consolidation, merger, sale, lease or conveyance permitted under Section 801 is also
subject to the condition that the Trustee receive an Officers’ Certificate and an Opinion of
Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, and the
assumption by any successor entity, complies with the provisions of this Article and that all
conditions precedent herein provided for relating to such transaction have been complied with.



ARTICLE NINE

SUPPLEMENTAL INDENTURES




Section 901. Supplemental Indentures Without Consent of Holders.




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



     (a) to evidence the succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company herein and in the Securities contained; or



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



     (c) to add any additional Events of Default for the benefit of the Holders of all or any
series of Securities (and if such Events of Default are to be for the benefit of less than all
series of Securities, stating that such Events of Default are expressly being included solely for
the



53









 







benefit of such series); provided, however, that in respect of any such additional Events of
Default, such supplemental indenture may provide for a particular period of grace after default
(which period may be shorter or longer than that allowed in the case of other defaults) or may
provide for an immediate enforcement upon such default or may limit the remedies available to the
Trustee upon such default or may limit the right of the Holders of a majority in aggregate
principal amount of that or those series of Securities to which such additional Events of Default
apply to waive such default; or



     (d) to add to or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any restrictions on the
payment of principal of or any premium, Make-Whole Amount or Interest on Bearer Securities, to
permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer
Securities to be issued in exchange for Bearer Securities of other authorized denominations or to
permit or facilitate the issuance of Securities in uncertificated form, provided that any such
action shall not adversely affect the interests of the Holders of Securities of any series or any
related coupons in any material respect; or



     (e) to add to, change or eliminate any of the provisions of this Indenture in respect of any
series of Securities, provided that any such addition, change or elimination shall (i) neither (A)
apply to any Security of any series created prior to the execution of such supplemental indenture
and entitled to the benefit of such provision, nor (B) modify the rights of the Holder of any such
Security with respect to such provision; or (ii) become effective only when there is no Security
Outstanding; or



     (f) to secure the Securities; or



     (g) to establish the form or terms of Securities of any series and any related coupons as
permitted by Sections 201 and 301, including the provisions and procedures relating to Securities
convertible into or exchangeable for other securities or property of the Company; or



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



     (i) to make provision with respect to the conversion or exchange rights of Holders pursuant to
the requirements of Article Sixteen, including providing for the conversion or exchange of the
Securities into any security or property of the Company; or



     (j) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions with
respect to matters or questions arising under this Indenture that shall not be inconsistent with
the provisions of this Indenture or to make any other changes, provided that in each case, such
provisions shall not adversely affect the interests of the Holders of Securities of any series or
any related coupons in any material respect; or



     (k) to close this Indenture with respect to the authentication and delivery of additional
series of Securities or to qualify, or maintain qualification of, this Indenture under the TIA; or



54









 





     (l) to supplement any of the provisions of this Indenture to such extent as shall be necessary
to permit or facilitate the defeasance and discharge of any series of Securities pursuant to
Sections 401, 1402 and 1403; provided in each case that any such action shall not adversely affect
the interests of the Holders of Securities of such series and any related coupons or any other
series of Securities in any material respect.



Section 902. Supplemental Indentures with Consent of Holders.




     The Company and the Trustee may (i) amend or supplement this Indenture or the Securities
without notice to any Securityholder but with the written consent of the Holders of a majority in
aggregate principal amount of the Securities of all series then outstanding or (ii) supplement this
Indenture with regard to a series of Securities, amend or supplement a Supplemental Indenture
relating to a series of Securities, or amend the Securities of a series, without notice to any
Securityholder but with the written consent of the Holders of a majority in aggregate principal
amount of the Securities of that series then outstanding. The Holders of a majority in aggregate
principal amount of the Securities of all series then outstanding may waive compliance by the
Company with any provision of this Indenture or the Securities without notice to any
Securityholder. The Holders of a majority in aggregate principal amount of the Securities of any
series then outstanding may waive compliance with any provision of this Indenture, any Supplemental
Indenture or the Securities of that series with regard to the Securities of that series without
notice to any Securityholder. However, without the consent of the Holder of each Outstanding
Security affected thereby, no amendment, supplement or waiver may:



     (a) change the Stated Maturity of the principal of (or premium or Make-Whole Amount, if any,
on) or any installment of principal of or interest on, any Security; or reduce the principal amount
thereof or the rate or amount of interest thereon or any Additional Amounts payable in respect
thereof, or any premium or Make-Whole Amount payable upon the redemption thereof, or change any
obligation of the Company to pay Additional Amounts pursuant to Section 1011 (except as
contemplated by Section 801(i) and permitted by Section 901(1)), or reduce the amount of the
principal of an Original Issue Discount Security or Make-Whole Amount, if any, that would be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or
the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of
repayment at the option of the Holder of any Security, or change any Place of Payment where, or the
currency or currencies, currency unit or units or composite currency or currencies in which, the
principal of any Security or any premium or Make-Whole Amount or any Additional Amounts payable in
respect thereof or the interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption or repayment at the option of the Holder, on or after the Redemption Date or the
Repayment Date, as the case may be); or



     (b) reduce the percentage in principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver with respect to such series (or compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences) provided for in
this Indenture, or reduce the requirements of Section 1504 for quorum or voting; or



55









 





     (c) modify any of the provisions of this Section, Section 513 or Section 1012, except to
increase the required percentage to effect such action or to provide that certain other provisions
of this Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby; or



     (d) make any change that adversely affects the right to convert or exchange any Security as
provided in Article Sixteen or pursuant to Section 301 (except as permitted by Section 901(9)) or
decrease the conversion or exchange rate or increase the conversion or exchange price of any such
Security.



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



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



Section 903. Execution of Supplemental Indentures.




     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modification thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel and an Officers’ Certificate stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that all conditions precedent to the execution of
such supplemental indenture have been complied with. The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture that affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.



Section 904. Effect of Supplemental Indentures.




     Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder and of any coupon appertaining thereto shall be bound thereby.



Section 905. Conformity with Trust Indenture Act.




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



Section 906. Reference in Securities to Supplemental Indentures.




     Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental



56









 







indenture. If the Company shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.



Section 907. Notice of Supplemental Indentures.




     Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of Section 902, the Company shall give notice thereof to the Holders of
each Outstanding Security affected, in the manner provided for in Section 106, setting forth in
general terms the substance of such supplemental indenture.



Section 908. SUBORDINATION UNIMPAIRED.




     No provision in any supplemental indenture that affects the superior position of the holders
of Senior Debt shall be effective against holders of Senior Debt.



ARTICLE TEN

COVENANTS




Section 1001. Payment of Principal, Premium or Make-Whole Amount, if any, Interest and
Additional Amounts.




     The Company covenants and agrees for the benefit of the Holders of each series of Securities
that it will duly and punctually pay the principal of (and premium or Make-Whole Amount, if any)
and interest on and any Additional Amounts payable in respect of the Securities of that series in
accordance with the terms of such series of Securities, any coupons appertaining thereto and this
Indenture. Unless otherwise specified as contemplated by Section 301 with respect to any series of
Securities, any interest due on and any Additional Amounts payable in respect of Bearer Securities
on or before Maturity, other than Additional Amounts, if any, payable as provided in Section 1011
in respect of principal of (or premium or Make-Whole Amount, if any, on) such a Security, shall be
payable only upon presentation and surrender of the several coupons for such interest installments
as are evidenced thereby as they severally mature. Unless otherwise specified with respect to
Securities of any series pursuant to Section 301, at the option of the Company, all payments of
principal may be paid by check to the registered Holder of the Registered Security or other person
entitled thereto against surrender of such Security.



Section 1002. Maintenance of Office or Agency.




     If Securities of a series are issuable only as Registered Securities, the Company shall
maintain in each Place of Payment for any series of Securities an office or agency where Securities
of that series may be presented or surrendered for payment or conversion, where Securities of that
series may be surrendered for registration of transfer or exchange, where Securities of that series
may be converted or exchanged in accordance with Article Sixteen, and where notices and demands to
or upon the Company in respect of the Securities of that series and this Indenture may be served.
If Securities of a series are issuable as Bearer Securities, the Company will maintain: (A) in the
City of Los Angeles, California, an office or agency where any Registered Securities of that series
may be presented or surrendered for payment or



57









 







conversion, where any Registered Securities of that series may be surrendered for exchange,
where notices and demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served and where Bearer Securities of that series and related coupons may be
presented or surrendered for payment or conversion in the circumstances described in the following
paragraph (and not otherwise); (B) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series that is located outside the United States, an office or agency
where Securities of that series and related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Securities of that series pursuant to
Section 1011) or conversion; provided, however, that if the Securities of that series are listed on
the Luxembourg Stock Exchange, The International Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Company will maintain a
Paying Agent for the Securities of that series in Luxembourg, London, England or any other required
city located outside the United States, as the case may be, so long as the Securities of that
series are listed on such exchange; and (C) subject to any laws or regulations applicable thereto,
in each Place of Payment for that series located outside the United States an office or agency
where any Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any change in the
location, of each such office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee, except that Bearer Securities of that series and the related coupons may be
presented and surrendered for payment (including payment of any Additional Amounts payable on
Bearer Securities of that series pursuant to Section 1011) at the offices specified in the
Security, in London, England, and the Company hereby appoints the same as its agent to receive such
respective presentations, surrenders, notices and demands, and the Company hereby appoints the
Trustee its agent to receive all such presentations, surrenders, notices and demands.



     Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment
of principal, premium, Make-Whole Amount or interest on or Additional Amounts in respect of Bearer
Securities shall be made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account maintained with a bank
located in the United States; provided, however, that, if the Securities of a series are payable in
Dollars, payment of principal of and any premium and interest on any Bearer Security (including any
Additional Amounts or Make-Whole Amount payable on Securities of such series pursuant to Section
1011) shall be made at the office of the Company’s Paying Agent in the City of Los Angeles,
California, if (but only if) payment in Dollars of the full amount of such principal, premium,
interest, Additional Amounts or Make-Whole Amount, as the case may be, at all offices or agencies
outside the United States maintained for the purpose by the Company in accordance with this
Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions.



     The Company may from time to time designate one or more other offices or agencies where the
Securities of one or more series and related coupons, if any, may be presented or surrendered for
any or all of such purposes, and may from time to time rescind such



58









 







designations; provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in accordance with the
requirements set forth above for Securities of any series for such purposes. The Company will give
prompt written notice to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.



     Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so
long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be
payable in a Foreign Currency, or so long as it is required under any other provision of the
Indenture, then the Company will maintain with respect to each such series of Securities, or as so
required, at least one exchange rate agent.



Section 1003. Money for Securities Payments to Be Held in Trust.




     If the Company shall at any time act as its own Paying Agent with respect to any series of any
Securities and any related coupons, it will, on or before each due date of the principal of (and
premium or Make-Whole Amount, if any), or interest on or Additional Amounts in respect of, any of
the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum in the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) sufficient to pay the principal (and
premium or Make-Whole Amount, if any) or interest or Additional Amounts so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee of its action or failure so to act.



     Whenever the Company shall have one or more Paying Agents for any series of Securities and any
related coupons, it will, on or before each due date of the principal of (and premium or Make-Whole
Amount, if any), or interest on or Additional Amounts in respect of, any Securities of that series,
deposit with a Paying Agent a sum (in the currency or currencies, currency unit or units or
composite currency or currencies described in the preceding paragraph) sufficient to pay the
principal (and premium or Make-Whole Amount, if any) or interest or Additional Amounts, so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to such principal,
premium, Make-Whole Amount or interest or Additional Amounts and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure so to act.



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



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



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     (b) give the Trustee written notice of any default by the Company (or any other obligor upon
the Securities) in the making of any such payment of principal (and premium or Make-Whole Amount,
if any) or interest or Additional Amounts; and



     (c) at any time during the continuance of any such default upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.



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



     Except as otherwise provided in the Securities of any series, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal
of (and premium or Make-Whole Amount, if any) or interest on, or any Additional Amounts in respect
of, any Security of any series and remaining unclaimed for two years after such principal (and
premium or Make-Whole Amount, if any), interest or Additional Amounts has become due and payable
shall be paid to the Company upon Company Request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment of such principal of (and premium or
Make-Whole Amount, if any) or interest on, or any Additional Amounts in respect of, any Security,
without interest thereon, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an Authorized
Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Company.



Section 1004. [Reserved].




Section 1005. Existence.




     Subject to Article Eight, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect the existence, rights (charter and statutory) and
franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be
required to preserve any right or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Company and its
Subsidiaries as a whole and that the loss thereof is not disadvantageous in any material respect to
the Holders of Securities of any series.



Section 1006. Maintenance of Properties.




     The Company will cause all of its material properties used or useful in the conduct of its
business or the business of any Subsidiary to be maintained and kept in good condition, repair



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and working order and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in connection therewith
may be properly and advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent the Company or any Subsidiary from selling or otherwise disposing of its
properties in the ordinary course of its business.




Section 1007. Insurance.




     The Company will, and will cause each of its Subsidiaries to, keep all its insurable
properties insured against loss or damage with commercially reasonable amounts and types of
insurance provided by insurers of recognized responsibility.



Section 1008. Payment of Taxes and Other Claims.




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



Section 1009. Provision of Financial Information.




     Whether or not the Company is subject to Section 13 or 15(d) of the Exchange Act, the Company
will, to the extent permitted under the Exchange Act, file with the Commission the annual reports,
quarterly reports and other documents that the Company would have been required to file with the
Commission pursuant to such Section 13 or 15(d) (the “Financial Statements”) if the Company were so
subject, such documents to be filed with the Commission on or prior to the respective dates (the
“Required Filing Dates”) by which the Company would have been required so to file such documents if
the Company were so subject.



     The Company will also in any event (x) within 15 days of each Required Filing Date file with
the Trustee copies of annual reports, quarterly reports and other documents that the Company would
have been required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
if the Company were subject to such Sections, and (y) if filing such documents by the Company with
the Commission is not permitted under the Exchange Act, promptly upon written request and payment
of the reasonable cost of duplication and delivery, supply copies of such documents to any
prospective Holder.



Section 1010. Statement as to Compliance.




     The Company will deliver to the Trustee within 120 days after the end of each fiscal year, a
brief certificate from the principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Company’s compliance with all conditions and
covenants under this Indenture and, in the event of any noncompliance, specifying such



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noncompliance and the nature and status thereof. For purposes of this Section 1010, such
compliance shall be determined without regard to any period of grace or requirement of notice under
this Indenture.



Section 1011. Additional Amounts.




     If any Securities of a series provide for the payment of Additional Amounts, the Company will
pay to the Holder of any Security of such series or any coupon appertaining thereto Additional
Amounts as may be specified as contemplated by Section 301. Whenever in this Indenture there is
mentioned, in any context except in the case of Section 502(1), the payment of the principal of or
any premium, Make-Whole Amount or interest on, or in respect of, any Security of any series or
payment of any related coupon or the net proceeds received on the sale or exchange of any Security
of any series, such mention shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of such series established pursuant to Section 301 to the extent that, in
such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such
terms and express mention of the payment of Additional Amounts (if applicable) in any provisions
hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.



     Except as otherwise specified as contemplated by Section 301, if the Securities of a series
provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment
Date with respect to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and any premium is made),
and at least 10 days prior to each date of payment of principal and any premium or Make-Whole
Amount or interest if there has been any change with respect to the matters set forth in the
below-mentioned Officers’ Certificate, the Company will furnish the Trustee and the Company’s
principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of
and any premium or interest on the Securities of that series shall be made to Holders of Securities
of that series or any related coupons who are not United States persons without withholding for or
on account of any tax, assessment or other governmental charge described in the Securities of or
within the series. If any such withholding shall be required, then such Officers’ Certificate shall
specify by country the amount, if any, required to be withheld on such payments to such Holders of
Securities of that series or related coupons and the Company will pay to the Trustee or such Paying
Agent the Additional Amounts, if any, required by the terms of such Securities. In the event that
the Trustee or any Paying Agent, as the case may be, shall not so receive the above mentioned
certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such
withholding or deduction is required with respect to any payment of principal or interest with
respect to any Securities of a series or related coupons until it shall have received a certificate
advising otherwise and (ii) to make all payments of principal and interest with respect to the
Securities of a series or related coupons without withholding or deductions until otherwise
advised. The Company covenants to indemnify the Trustee and any Paying Agent and their respective
officers, directors, employees and agents for, and to hold them harmless against, any loss,
liability or expense (including but not limited to legal fees and expenses) reasonably incurred
without gross negligence or bad faith on their part arising out of or in connection with actions
taken or omitted by any of them in reliance on any Officers’



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Certificate furnished pursuant to this Section or in reliance on the Company’s not furnishing
such an Officers’ Certificate.



Section 1012. Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Sections 1005 to 1009, inclusive, and with any other term, provision or
condition with respect to the Securities of any series specified in accordance with Section 301
(except any such term, provision or condition that could not be amended without the consent of all
Holders of Securities of such series pursuant to Section 902), if before or after the time for such
compliance the Holders of a majority in aggregate principal amount of all outstanding Securities of
such series, by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.



ARTICLE ELEVEN

REDEMPTION OF SECURITIES




Section 1101. Applicability of Article.




     Securities of any series that are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 301
for Securities of any series) in accordance with this Article.



Section 1102. Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of less than all of the
Securities of any series, the Company shall, at least 45 days prior to the giving of the notice of
redemption in Section 1104 (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee, in writing, of such Redemption Date, of the principal amount of Securities of such
series to be redeemed and of the Redemption Price of such Securities and any accrued interest and
Additional Amounts payable with respect thereto, if any, on the Redemption Date. In the case of any
redemption of Securities prior to the expiration of any restriction on such redemption provided in
the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers’ Certificate and Opinion of Counsel evidencing compliance with such restriction.



Section 1103. Selection by Trustee of Securities to Be Redeemed.




     If less than all the Securities of any series issued with the same terms are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series issued on such date
with the same terms not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and that may provide for the selection for redemption of portions (equal to
the minimum authorized denomination for Securities of that series or any integral



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multiple thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series.




     If any Security selected for partial redemption is converted in part before termination of the
conversion or exchange right with respect to the portion of the Security so selected, the converted
or exchanged portion of such Security shall be deemed (so far as may be) to be the portion selected
for redemption. Securities that have been converted or exchanged during a selection of Securities
to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. In
any case where more than one Security is registered in the same name, the Trustee in its discretion
may treat the aggregate principal amount so registered as if it were represented by one Security.



     The Trustee shall promptly notify the Company and the Security Registrar (if other than
itself) in writing of the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed.



     For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of 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 Security that has been or
is to be redeemed.



Section 1104. Notice of Redemption.




     Notice of redemption shall be given in the manner provided in Section 106, not less than 30
days nor more than 60 days prior to the Redemption Date, unless a shorter period is specified by
the terms of such series established pursuant to Section 301, to each Holder of Securities to be
redeemed, but failure to give such notice in the manner herein provided to the Holder of any
Security designated for redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of any other such
Security or portion thereof.



     Any notice that is mailed to the Holders of Registered Securities in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not the Holder receives
the notice.



     All notices of redemption shall state:



     (a) the Redemption Date;



     (b) the Redemption Price, accrued interest to the Redemption Date payable as provided in
Section 1106, if any, and Additional Amounts, if any;



     (c) if less than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount) of the particular
Security or Securities to be redeemed;



     (d) in case any Security is to be redeemed in part only, that on and after the Redemption
Date, upon surrender of such Security, the holder will receive, without a charge, a



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new Security or Securities of authorized denominations for the principal amount thereof
remaining unredeemed;



     (e) that on the Redemption Date the Redemption Price and accrued interest to the Redemption
Date payable as provided in Section 1106, if any, will become due and payable upon each such
Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon shall
cease to accrue on and after said date;



     (f) the Place or Places of Payment where such Securities, together in the case of Bearer
Securities with all coupons appertaining thereto, if any, maturing after the Redemption Date, are
to be surrendered for payment of the Redemption Price and accrued interest, if any, or for
conversion or exchange;



     (g) that the redemption is for a sinking fund, if such is the case;



     (h) that, unless otherwise specified in such notice, Bearer Securities of any series, if any,
surrendered for redemption must be accompanied by all coupons maturing subsequent to the date fixed
for redemption or the amount of any such missing coupon or coupons will be deducted from the
Redemption Price, unless security or indemnity satisfactory to the Company, the Trustee for such
series and any Paying Agent is furnished;



     (i) if Bearer Securities of any series are to be redeemed and any Registered Securities of
such series are not to be redeemed, and if such Bearer Securities may be exchanged for Registered
Securities not subject to the redemption on this Redemption Date pursuant to Section 305 or
otherwise, the last date, as determined by the Company, on which such exchanges may be made;



     (j) the CUSIP number of such Security, if any, provided that neither the Company nor the
Trustee shall have any responsibility for any such CUSIP number;



     (k) if applicable, that a Holder of Securities who desires to convert or exchange Securities
to be redeemed must satisfy the requirements for conversion or exchange contained in such
Securities, the then existing conversion or exchange price or rate and the date and time when the
option to convert or exchange shall expire and the place or places where such Securities may be
surrendered for conversion or exchange; and



     (l) such other information as the Trustee reasonably deems appropriate.



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



Section 1105. Deposit of Redemption Price.




     On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, which it may not do in the case
of a sinking fund payment under Article Twelve, segregate and hold in trust as provided in Section
1003) an amount of money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable (except as



65









 







otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to
pay on the Redemption Date the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all the Securities or portions thereof that are to be
redeemed on that date.



Section 1106. Securities Payable on Redemption Date.




     Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified in the
currency or currencies, currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series) (together with accrued interest and Additional Amounts payable with
respect thereto, if any, on the Redemption Date), and from and after such date (unless the Company
shall default in the payment of the Redemption Price and accrued interest and Additional Amounts,
if any) such Securities shall, if the same were interest-bearing, cease to bear interest and the
coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for redemption in
accordance with said notice, together with all coupons, if any, appertaining thereto maturing after
the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together
with accrued interest and Additional Amounts payable with respect thereto, if any, on the
Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and surrender of coupons for such
interest; and provided further that except as otherwise provided with respect to Securities
convertible or exchangeable into other securities or property (including securities of other
issuers, provided that such securities are registered under Section 12 of the Exchange Act and such
issuer is then eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company, installments of interest on Registered Securities whose Stated Maturity
is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.



     If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant
coupons maturing after the Redemption Date, such Security may be paid after deducting from the
Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender
of such missing coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or
any Paying Agent any such missing coupon in respect of which a deduction shall have been made from
the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and, unless otherwise
specified as contemplated by Section 301, only upon presentation and surrender of those coupons. If
any Security called for redemption shall not be so paid upon surrender thereof for redemption, the
principal, (and premium or Make-Whole



66









 







Amount, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by
the Security.



Section 1107. Securities Redeemed in Part.




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



ARTICLE TWELVE

SINKING FUNDS




Section 1201. Applicability of Article.




     The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section 301 for Securities
of such series.



     The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of
such minimum amount provided for by the terms of such Securities of any series is herein referred
to as an “optional sinking fund payment.” If provided for by the terms of any Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such series.



Section 1202. Satisfaction of Sinking Fund Payments with Securities.




     The Company may, in satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Securities of a series, (1) deliver Outstanding Securities of such series (other
than any previously called for redemption) together in the case of any Bearer Securities of such
series with all unmatured coupons appertaining thereto and (2) apply as a credit Securities of such
series that have been redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, as provided for by the terms of such Securities, or which have otherwise
been acquired by the Company; provided that such Securities so delivered or applied as a credit
have not been previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the applicable Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.




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Section 1203. Redemption of Securities for Sinking Fund.




     Not less than 60 days prior to each sinking fund payment date for Securities of any series,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash in the currency or currencies,
currency unit or units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the Securities of such
series) and the portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202, and the amount of optional sinking fund
payments, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will
also deliver to the Trustee any Securities to be so delivered and credited. If such Officers’
Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory
sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner specified in Section
1103 and cause notice of the redemption thereof to be given in the name of and at the expense of
the Company in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner stated in Section 1106
and 1107.



ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS




Section 1301. Applicability of Article.




     Repayment of Securities of any series before their Stated Maturity at the option of Holders
thereof shall be made in accordance with the terms of such Securities, if any, and (except as
otherwise specified by the terms of such series established pursuant to Section 301) in accordance
with this Article.



Section 1302. Repayment of Securities.




     Securities of any series subject to repayment in whole or in part at the option of the Holders
thereof will, unless otherwise provided in the terms of such Securities, be repaid at a price equal
to the principal amount thereon, together with interest, if any, thereof accrued to the Repayment
Date specified in or pursuant to the terms of such Securities and Additional Amounts, if any,
payable thereon. The Company covenants that on or before the Repayment Date it will deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money in the currency or currencies,
currency unit or units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the Securities of such
series) sufficient to pay the principal (or, if so provided by the terms of the Securities of any
series, a percentage of the principal) of, and (except if the Repayment Date shall be an Interest
Payment Date) accrued interest on, all the Securities or portion thereof, as the case may be, to be
repaid on such date and Additional Amounts, if any, payable thereon.



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Section 1303. Exercise of Option.




     Securities of any series subject to repayment at the option of the Holders thereof will
contain an “Option to Elect Repayment” form on the reverse of such Securities. In order for any
Security to be repaid at the option of the Holder, the Trustee must receive at the Place of Payment
therefor specified in the terms of such Security (or at such other place or places of which the
Company shall from time to time notify the Holders of such Securities and the Trustee) not earlier
than 60 days nor later than 30 days prior to the Repayment Date (1) the Security so providing for
such repayment together with the “Option to Elect Repayment” form on the reverse thereof duly
completed by the Holder (or by the Holder’s attorney duly authorized in writing) or (2) a telegram,
telex, facsimile transmission or a letter from a member of a national securities exchange, or The
Financial Industry Regulatory Authority (“FINRA”), or a commercial bank or trust company in
the United States setting forth the name of the Holder of the Security, the principal amount of the
Security, the principal amount of the Security to be repaid, the CUSIP number, if any, or a
description of the tenor and terms of the Security, a statement that the option to elect repayment
is being exercised thereby and a guarantee that the Security to be repaid, together with the duly
completed form entitled “Option to Elect Repayment” on the reverse of the Security, will be
received by the Trustee not later than the fifth Business Day after the date of such telegram,
telex, facsimile transmission or letter; provided, however, that such telegram, telex, facsimile
transmission or letter shall only be effective if such Security and form duly completed are
received by the Trustee by such fifth Business Day. If less than the entire principal amount of
such Security is to be repaid in accordance with the terms of such Security, the principal amount
of such Security to be repaid, in increments of the minimum denomination for Securities of such
series, and the denomination or denominations of the Security or Securities to be issued to the
Holder for the portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for repayment at the
option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid
principal amount of such Security would be less than the minimum authorized denomination of
Securities of or within the series of which such Security to be repaid is a part. Except as
otherwise may be provided by the terms of any Security providing for repayment at the option of the
Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived
by the Company.



Section 1304. When Securities Presented for Repayment Become Due and Payable.




     If Securities of any series providing for repayment at the option of the Holders thereof shall
have been surrendered as provided in this Article and as provided by or pursuant to the terms of
such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Company on the Repayment Date therein specified,
and on and after such Repayment Date (unless the Company shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were interest bearing, cease
to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of any such Security for
repayment in accordance with such provisions, together with all coupons, if any, appertaining
thereto maturing after the Repayment Date, the principal amount of such security so to be repaid
shall be paid by the Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity



69









 




is on or prior to the Repayment Date shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 1002) and, unless otherwise
specified pursuant to Section 301, only upon presentation and surrender of such coupons; and
provided further that, in the case of Registered Securities, installments of interest, if any,
whose Stated Maturity is on or prior to the Repayment Date shall be payable (but without interest
thereon, unless the Company shall default in the payment thereof) to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of Section 307.




     If any Bearer Security surrendered for repayment shall not be accompanied by all appurtenant
coupons maturing after the Repayment Date, such Security may be paid after deducting from the
amount payable therefor as provided in Section 1302 an amount equal to the face amount of all such
missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company
and the Trustee if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States (except as otherwise provided
in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons. If the principal amount of any Security surrendered
for repayment shall not be so repaid upon surrender thereof, such principal amount (together with
interest, if any, thereon accrued to such Repayment Date) shall, until paid, bear interest from the
Repayment Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) set forth in such Security.



Section 1305. Securities Repaid in Part.




     Upon surrender of any Registered Security that is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such Security, without
service charge and at the expense of the Company, a new Registered Security or Securities of the
same series, of any authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid.



ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE




Section 1401. Applicability of Article; Company’s Option to Effect Defeasance or Covenant
Defeasance.




     If, pursuant to Section 301, provision is made for either or both of (a) defeasance of the
Securities of or within a series under Section 1402 or (b) covenant defeasance of the Securities of
or within a series under Section 1403 to be applicable to the Securities of any series, then the
provisions of such Section or Sections, as the case may be, together with the other provisions of
this Article (with such modifications thereto as may be specified pursuant to Section 301 with
respect to any Securities), shall be applicable to such Securities and any coupons appertaining



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thereto, and the Company may at its option by Board Resolution at any time, with respect to
such Securities and any coupons appertaining thereto, elect to defease such Outstanding Securities
and any coupons appertaining thereto pursuant to Section 1402 (if applicable) or Section 1403 (if
applicable) upon compliance with the conditions set forth below in this Article.




Section 1402. Defeasance and Discharge.




     Upon the Company’s exercise of the above option applicable to this Section with respect to any
Securities of or within a series, the Company shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities and any coupons appertaining thereto on the
date the conditions set forth in Section 1404 are satisfied (hereinafter, “defeasance”). For this
purpose, such defeasance means that the Company shall be deemed to have paid and discharged the
entire indebtedness represented by such Outstanding Securities and any coupons appertaining
thereto, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1405
and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have
satisfied all of its other obligations under such Securities and any coupons appertaining thereto
and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned
(and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following that shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities and any coupons appertaining
thereto to receive, solely from the trust fund described in Section 1404 and as more fully set
forth in such Section, payments in respect of the principal of (and premium or Make-Whole Amount,
if any) and interest, if any, on such Securities and any coupons appertaining thereto when such
payments are due, (B) the Company’s obligations with respect to such Securities under Sections 305,
306, 1002 and 1003 and with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 1011, (C) the rights, powers, trusts, duties and immunities
of the Trustee hereunder including but not limited to Section 606 hereof and (D) this Article
Fourteen. Subject to compliance with this Article Fourteen, the Company may exercise its option
under this Section notwithstanding the prior exercise of its option under Section 1403 with respect
to such Securities and any coupons appertaining thereto.



Section 1403. Covenant Defeasance.




     Upon the Company’s exercise of the above option applicable to this Section with respect to any
Securities of or within a series, the Company shall be released from its obligations under Sections
1005 to 1009, inclusive, and, if specified pursuant to Section 301, its obligations under any other
covenant, with respect to such Outstanding Securities and any coupons appertaining thereto on and
after the date the conditions set forth in Section 1404 are satisfied (hereinafter, “covenant
defeasance”), and such Securities and any coupons appertaining thereto shall thereafter be deemed
to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with Sections 1005 to 1009, inclusive,
or such other covenant, but shall continue to be deemed “Outstanding” for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding
Securities and any coupons appertaining thereto, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any such Section or such
other covenant, whether directly or



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indirectly, by reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall not constitute a
default or an Event of Default under Section 501(d) or 501(g) or otherwise, as the case may be,
but, except as specified above, the remainder of this Indenture and such Securities and any coupons
appertaining thereto shall be unaffected thereby.



Section 1404. Conditions to Defeasance or Covenant Defeasance.




     The following shall be the conditions to application of Section 1402 or Section 1403 to any
Outstanding Securities of or within a series and any coupons appertaining thereto:



     (a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such Securities and any
coupons appertaining thereto, (1) an amount in such currency, currencies or currency unit in which
such Securities and any coupons appertaining thereto are then specified as payable at Stated
Maturity, or (2) Government Obligations applicable to such Securities and coupons appertaining
thereto (determined on the basis of the currency, currencies or currency unit in which such
Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) that
through the scheduled payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment of principal of (and
premium or Make-Whole Amount, if any) and interest and Additional Amounts, if any, on such
Securities and any coupons appertaining thereto, money in an amount, or (3) a combination thereof
in an amount, sufficient, without consideration of any reinvestment of such principal and interest,
in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge, and that shall be
applied by the Trustee to pay and discharge, (i) the principal of (and premium or Make-Whole
Amount, if any) and interest, if any, on such Outstanding Securities and any coupons appertaining
thereto on the Stated Maturity of such principal or installment of principal or interest and (ii)
any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities
and any coupons appertaining thereto on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such Securities and any coupons appertaining
thereto; provided, that the Trustee shall have been irrevocably instructed to apply such money or
the proceeds of such Government Obligations to said payments with respect to such Securities.
Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof,
a notice of its election to redeem all or any portion of such Outstanding Securities at a future
date in accordance with the terms of the Securities of such series and Article Eleven hereof, which
notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in
applying the foregoing.



     (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or
constitute a default under, this Indenture or any other material agreement or instrument to which
the Company is a party or by which it is bound (and shall not cause the Trustee to have a
conflicting interest pursuant to Section 310(b) of the TIA with respect to any Security of the
Company).



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     (c) No Event of Default or event that with notice or lapse of time or both would become an
Event of Default with respect to such Securities and any coupons appertaining thereto shall have
occurred and be continuing on the date of such deposit or, insofar as Sections 501(6) and 501(7)
are concerned, at any time during the period ending on the 91st day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until the expiration of such
period).



     (d) In the case of an election under Section 1402, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling dated after the issuance of such Outstanding
Securities, or (ii) since the date of issuance of such Outstanding Securities, there has been a
change in the applicable Federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons
appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a
result of such defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance had not occurred.



     (e) In the case of an election under Section 1403, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any
coupons appertaining thereto will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such covenant
defeasance had not occurred.



     (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the
covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion
of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above
and the related exercise of the Company’s option under Section 1402 or Section 1403 (as the case
may be) registration is not required under the Investment Company Act of 1940, as amended, by the
Company, with respect to the trust funds representing such deposit or by the Trustee for such trust
funds or (ii) all necessary registrations under said Act have been effected.



     (g) After the 91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally.



     (h) Notwithstanding any other provisions of this Section, such defeasance or covenant
defeasance shall be effected in compliance with any additional or substitute terms, conditions or
limitations that may be imposed on the Company in connection therewith pursuant to Section 301.



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Section 1405. Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.




     Subject to the provisions of the last paragraph of Section 1003, all money and Government
Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 1405, the “Trustee”) pursuant to Section 1404 in respect of any Outstanding Securities of
any series and any coupons appertaining thereto shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and any coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities and
any coupons appertaining thereto of all sums due and to become due thereon in respect of principal
(and premium or Make-Whole Amount, if any) and interest and Additional Amounts, if any, but such
money need not be segregated from other funds except to the extent required by law.



     Unless otherwise specified with respect to any Security pursuant to Section 301, if, after a
deposit referred to in Section 1404(a) has been made, (a) the Holder of a Security in respect of
which such deposit was made is entitled to, and does, elect pursuant to Section 301 or the terms of
such Security to receive payment in a currency or currency unit other than that in which the
deposit pursuant to Section 1404(a) has been made in respect of such Security, or (b) a Conversion
Event occurs in respect of the currency or currency unit in which the deposit pursuant to Section
1404(a) has been made, the indebtedness represented by such Security and any coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and satisfied through the
payment of the principal of (and premium or Make-Whole Amount, if any), and interest, if any, on
such Security as the same becomes due and Additional Amounts, if any, out of the proceeds yielded
by converting (from time to time as specified below in the case of any such election) the amount or
other property deposited in respect of such Security into the currency or currency unit in which
such Security becomes payable as a result of such election or Conversion Event based on the
applicable market exchange rate for such currency or currency unit in effect on the second Business
Day prior to each payment date, except, with respect to a Conversion Event, for such currency or
currency unit in effect (as nearly as feasible) at the time of the Conversion Event.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the Government Obligations deposited pursuant to Section 1404 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
that by law is for the account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.



     Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to
the Company from time to time upon Company Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in Section 1404 that, in the opinion of
a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof that would then be required
to be deposited to effect a defeasance or covenant defeasance, as applicable, in accordance with
this Article.



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ARTICLE FIFTEEN

MEETINGS OF HOLDERS OF SECURITIES




Section 1501. Purposes for Which Meetings May Be Called.




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



Section 1502. Call, Notice and Place of Meetings.




     (a) The Trustee may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1501, to be held at such time and at such place in the City of Los
Angeles, California, or in London, England as the Trustee shall determine. Notice of every meeting
of Holders of Securities of any series, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the
meeting.



     (b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in principal amount of the Outstanding Securities of any series shall have requested the
Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in
Section 1501, by written request setting forth in reasonable detail the action proposed to be taken
at the meeting, and the Trustee shall not have made the first publication of the notice of such
meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company or the Holders of Securities of such series
in the amount above specified, as the case may be, may determine the time and the place in the City
of Los Angeles, California, or in London, England for such meeting and may call such meeting for
such purposes by giving notice thereof as provided in subsection (a) of this Section.



Section 1503. Persons Entitled to Vote at Meetings.




     To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall
be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by
an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of
such series by such Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote
at such meeting and their counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.



Section 1504. Quorum; Action.




     The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a
series shall constitute a quorum for a meeting of Holders of Securities of such series; provided,
however, that if any action is to be taken at such meeting with respect to a consent or waiver that
this Indenture expressly provides may be given by the Holders of not less than a



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specified percentage in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote such specified percentage in principal amount of the Outstanding
Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes
after the time appointed for any such meeting, the meeting shall, if convened at the request of
Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned
for a period of not less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 1502(a), except that
such notice need be given only once not less than five (5) days prior to the date on which the
meeting is scheduled to be reconvened. Notice of the reconvening of any adjourned meeting shall
state expressly the percentage, as provided above, of the principal amount of the Outstanding
Securities of such series that shall constitute a quorum. Except as limited by the proviso to
Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which a
quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority
in principal amount of the Outstanding Securities of that series; provided, however, that, except
as limited by the proviso to Section 902, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action that this Indenture expressly
provides may be made, given or taken by the Holders of a specified percentage, may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by
the affirmative vote of the Holders of such specified percentage in principal amount of the
Outstanding Securities of that series.




     Any resolution passed or decision taken at any meeting of Holders of Securities of any series
duly held in accordance with this Section shall be binding on all the Holders of Securities of such
series and the related coupons, whether or not present or represented at the meeting.



     Notwithstanding the foregoing provisions of this Section 1504, if any action is to be taken at
a meeting of Holders of Securities of any series with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action that this Indenture expressly
provides may be made, given or taken by the Holders of a specified percentage in principal amount
of all Outstanding Securities affected thereby, or of the Holders of such series and one or more
additional series:



     (a) there shall be no minimum quorum requirement for such meeting; and



     (b) the principal amount of the Outstanding Securities of such series that vote in favor of
such request, demand, authorization, direction, notice, consent, waiver or other action shall be
taken into account in determining whether such request, demand, authorization, direction, notice,
consent, waiver or other action has been made, given or taken under this Indenture.



Section 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings.




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



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proxies and in regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall be proved in the
manner specified in Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding
of Bearer Securities. Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof specified in Section 104
or other proof.



     (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of Securities as
provided in Section 1502(b), in which case the Company or the Holders of Securities of or within
the series calling the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such
series represented at the meeting.



     (c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one
vote for each $1,000 principal amount of the Outstanding Securities of such series held or
represented by him; provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to
be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of
a Security of such series or proxy.



     (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at
which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series represented at the meeting, and
the meeting may be held as so adjourned without further notice.



Section 1506. Counting Votes and Recording Action of Meetings.




     The vote upon any resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504.
Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company and another to the Trustee



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to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be conclusive evidence of the matters therein
stated.




Section 1507. Evidence of Action Taken by Holders.




     Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in principal amount of
the Holders of any or all series may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such specified percentage of 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. Proof of
execution of any instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Article Six) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Article.



Section 1508. Proof of Execution of Instruments.




     Subject to Article Six, the execution of any instrument by a Holder or his agent or proxy may
be proved in accordance with such reasonable rules and regulations as may be prescribed by the
Trustee or in such manner as shall be satisfactory to the Trustee.



ARTICLE SIXTEEN

CONVERSION OR EXCHANGE OF SECURITIES




Section 1601. Applicability of Article.




     The provisions of this Article shall be applicable to the Securities of any series that are
convertible or exchangeable for other securities or property (including securities of other
issuers, provided that such securities are registered under Section 12 of the Exchange Act and such
issuer is then eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) of the Company, except as otherwise specified as contemplated by Section 301 for the
Securities of such series.



Section 1602. Election to Exchange; Notice to Trustee and Holders.




     The election of the Company to exchange any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for such Securities. On or
prior to the seventh Business Day prior to Maturity of the Securities, the Company shall provide
written notice to the Holders of record of the Securities and to the Trustee and will publish a
notice in a daily newspaper of national circulation stating whether the Company has made such
election.



Section 1603. No Fractional Shares.




     No fractional shares of securities shall be delivered upon exchanges of Securities of any
series. If more than one Security shall be surrendered for exchange at one time by the same Holder,
the number of full shares that shall be delivered upon exchange shall be computed on the basis of
the aggregate principal amount of the Securities (or specified portions thereof to the



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extent permitted hereby) so surrendered. If, except for the provisions of this Section 1603,
any Holder of a Security or Securities would be entitled to a fractional share of a security upon
the exchange of such Security or Securities, or specified portions thereof, the Company shall pay
to such Holder an amount in cash equal to the current market value of such fractional share
computed on the basis of an average Closing Price of such security. The “Closing Price” of any
security on any date of determination means, (i) if such security is listed or admitted to unlisted
trading privileges on a national securities exchange, the last reported sale price regular way on
such exchange, or (ii) if such security is not at the time so listed or admitted to unlisted
trading privileges on a national securities exchange, the average of the bid and asked prices of
such security in the over-the-counter market, as reported by the National Quotation Bureau,
Incorporated or similar organization if the National Quotation Bureau, Incorporated is no longer
reporting such information, or if not so available, the market price as determined by a nationally
recognized independent investment banking firm retained for this purpose by the Company.




Section 1604. Adjustment of Exchange Rate.




     The exchange rate of Securities of any series that is exchangeable for other securities or
property (including securities of other issuers, provided that such securities are registered under
Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor
form) for a primary offering of its securities) of the Company shall be adjusted for any stock
dividends, stock splits, reclassification, combinations or similar transactions or any
consolidation, merger or other reorganization event to the extent provided in, and in accordance
with the terms of, the supplemental indenture or Board Resolution setting forth the terms of the
Securities of such series.



     Whenever the exchange rate is adjusted, the Company shall compute the adjusted exchange rate
in accordance with terms of the applicable Board Resolution or supplemental indenture and shall
prepare an Officers’ Certificate setting forth the adjusted exchange rate and showing in reasonable
detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed
at each office or agency maintained for the purpose of exchange of Securities pursuant to Section
1002 and, if different, with the Trustee. The Company shall forthwith cause a notice setting forth
the adjusted exchange rate to be mailed, first class postage prepaid, to each Holder of Securities
of such series at its address appearing on the Security Register and to any exchange agent other
than the Trustee.



Section 1605. Payment of Certain Taxes Upon Exchange.




     The Company will pay any and all taxes that may be payable in respect of the transfer and
delivery of shares of other securities or property (including securities of other issuers, provided
that such securities are registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its securities) of the
Company on exchange of Securities pursuant hereto. The Company shall not, however, be required to
pay any tax that may be payable in respect of any transfer involved in the delivery of shares of
securities in a name other than that of the Holder of the Security or Securities to be exchanged,
and no such transfer or delivery shall be made unless and until the person requesting such transfer
has paid to the Company the amount of any such tax, or has established, to the satisfaction of the
Company, that such tax has been paid.



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Section 1606. Shares Free and Clear.




     The Company hereby warrants that upon exchange of Securities of any series, the Holder of a
Security shall receive all rights held by the Company in such security for which such Security is
at such time exchangeable under this Article Sixteen, free and clear of any and all liens, claims,
charges and encumbrances other than any liens, claims, charges and encumbrances that may have been
placed on any such security by the prior owner thereof, prior to the time such security was
acquired by the Company. Except as provided in Section 1604, the Company will pay all taxes and
charges with respect to the delivery of such security delivered in exchange for Securities
hereunder.



Section 1607. Cancellation of Security.




     Upon receipt by the Trustee of Securities of any series delivered to it for exchange under
this Article Sixteen, the Trustee shall cancel and dispose of the same as provided in Section 309.



Section 1608. Duties of Trustee Regarding Exchange.




     Neither the Trustee nor any exchange agent shall at any time be under any duty or
responsibility to any Holder of Securities of any series that is exchangeable into other securities
or property (including securities of other issuers, provided that such securities are registered
under Section 12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any
successor form) for a primary offering of its securities) of the Company to determine whether any
facts exist that may require any adjustment of the exchange rate, or with respect to the nature or
extent of any such adjustment when made, or with respect to the method employed, whether herein or
in any supplemental indenture, any resolutions of the Board of Directors or written instrument
executed by one or more officers of the Company provided to be employed in making the same. Neither
the Trustee nor any exchange agent shall be accountable with respect to the validity or value (or
the kind or amount) of any securities or property (including securities of other issuers, provided
that such securities are registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its securities) of the
Company, or of any Securities and neither the Trustee nor any exchange agent makes any
representation with respect thereto. Subject to the provisions of Section 612, neither the Trustee
nor any exchange agent shall be responsible for any failure of the Company to issue, transfer or
deliver any stock certificates or other securities or property (including securities of other
issuers, provided that such securities are registered under Section 12 of the Exchange Act and such
issuer is then eligible to use Form S-3 (or any successor form) for a primary offering of its
securities) upon the surrender of any Security for the purpose of exchange or to comply with any of
the covenants of the Company contained in this Article Sixteen or in the applicable supplemental
indenture, resolutions of the Board of Directors or written instrument executed by one or more duly
authorized officers of the Company.



Section 1609. Repayment of Certain Funds Upon Exchange.




     Any funds that at any time shall have been deposited by the Company or on its behalf with the
Trustee or any other paying agent for the purpose of paying the principal of, and premium, if any,
and interest, if any, on any of the Securities (including funds deposited for the



80









 







sinking fund referred to in Article Twelve hereof) and that shall not be required for such
purposes because of the exchange of such Securities as provided in this Article Sixteen shall after
such exchange be repaid to the Company by the Trustee upon the Company’s written request.



Section 1610. Exercise of Conversion Privilege.




     In order to exercise a conversion or exchange privilege, the Holder of a Security of a series
with such a privilege shall surrender such Security to the Company at the office or agency
maintained for that purpose pursuant to Section 1002, accompanied by written notice to the Company
that the Holder elects to convert or exchange such Security or a specified portion thereof. Such
notice shall also state, if different from the name or names (with address) in which the Securities
are registered, the name or names in which the Securities or property (including securities of
other issuers, provided that such securities are registered under Section 12 of the Exchange Act
and such issuer is then eligible to use Form S-3 (or any successor form) for a primary offering of
its securities) of the Company that shall be issuable on such conversion or exchange shall be
issued. Securities surrendered for conversion or exchange shall (if so required by the Company or
the Trustee) be duly endorsed by or accompanied by instruments of transfer in forms satisfactory to
the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized
in writing; and Securities so surrendered for conversion or exchange during the period from the
close of business on any Regular Record Date to the opening of business on the next succeeding
Interest Payment Date (excluding Securities or portions thereof called for redemption during such
period) shall also be accompanied by payment in funds acceptable to the Company of an amount equal
to the interest payable on such Interest Payment Date on the principal amount of such Security then
being converted, and such interest shall be payable to such registered Holder notwithstanding the
conversion or exchange of such Security, subject to the provisions of Section 307 relating to the
payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such
notice and of any payment required pursuant to a Board Resolution and, subject to Section 303, set
forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or
more indentures supplemental hereto setting forth the terms of such series of Security, and the
surrender of such Security in accordance with such reasonable regulations as the Company may
prescribe, the Company shall issue and shall deliver, at the office or agency at which such
Security is surrendered, to such Holder or on its written order, securities or property (including
securities of other issuers, provided that such securities are registered under Section 12 of the
Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for a primary
offering of its securities) of the Company issuable or deliverable upon the conversion or exchange
of such Security (or specified portion thereof), in accordance with the provisions of such Board
Resolution, Officers’ Certificate or supplemental indenture, and cash as provided therein in
respect of any fractional share of such Common Stock otherwise issuable upon such conversion or
exchange. Such conversion or exchange shall be deemed to have been effected immediately prior to
the close of business on the date on which such notice and such payment, if required, shall have
been received in proper order for conversion or exchange by the Company and such Security shall
have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and
shall have instructed the Company to effect the conversion or exchange on a particular date
following such surrender and such Holder shall be entitled to convert or exchange such Security on
such date, in which case such conversion or exchange shall be deemed to be



81









 







effected immediately prior to the close of business on such date) and at such time the rights
of the Holder of such Security as such Security Holder shall cease and the person or persons in
whose name or names any securities or property (including securities of other issuers, provided
that such securities are registered under Section 12 of the Exchange Act and such issuer is then
eligible to use Form S-3 (or any successor form) for a primary offering of its securities) of the
Company shall be issuable or deliverable upon such conversion or exchange shall be deemed to have
become the Holder or Holders of record of the shares represented thereby. Except as set forth above
and subject to the final paragraph of Section 307, no payment or adjustment shall be made upon any
conversion or exchange on account of any interest accrued on the Securities surrendered for
conversion or exchange or on account of any interest or dividends on the Securities or property
(including securities of other issuers, provided that such securities are registered under Section
12 of the Exchange Act and such issuer is then eligible to use Form S-3 (or any successor form) for
a primary offering of its securities) of the Company issued or delivered upon such conversion or
exchange.



     In the case of any Security that is converted or exchanged in part only, upon such conversion
or exchange the Company shall execute and the Trustee shall authenticate and deliver to or on the
order of the Holder thereof, at the expense of the Company, a new Security or Securities of the
same series, of authorized denominations, in aggregate principal amount equal to the unconverted or
unexchanged portion of such Security.



Section 1611. Effect of Consolidation or Merger on Conversion Privilege.




     In case of any consolidation of the Company with, or merger of the Company into or with any
other Person, or in case of any sale of all or substantially all of the assets of the Company, the
Company or the Person formed by such consolidation or the Person into which the Company shall have
been merged or the Person that shall have acquired such assets, as the case may be, shall execute
and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then
outstanding of any series that is convertible into Common Stock of the Company shall have the
right, which right shall be the exclusive conversion right thereafter available to said Holder
(until the expiration of the conversion right of such Security), to convert such Security into the
kind and amount of shares of stock or other securities or property (including cash) receivable upon
such consolidation, merger or sale by a holder of the number of shares of Common Stock of the
Company into which such Security might have been converted immediately prior to such consolidation,
merger or sale, subject to compliance with the other provisions of this Indenture, such Security
and such supplemental indenture. Such supplemental indenture shall provide for adjustments that
shall be as nearly equivalent as may be practicable to the adjustments provided for in such
Security. The above provisions of this Section shall similarly apply to successive consolidations,
mergers or sales. It is expressly agreed and understood that anything in this Indenture to the
contrary notwithstanding, if, pursuant to such merger, consolidation or sale, holders of
outstanding shares of Common Stock of the Company do not receive shares of common stock of the
surviving corporation but receive other securities, cash or other property or any combination
thereof, Holders of Securities shall not have the right to thereafter convert their Securities into
common stock of the surviving corporation or the corporation that shall have acquired such assets,
but rather, shall have the right upon such conversion to receive the other securities, cash or
other property receivable by a holder of the number of shares of Common Stock of the Company into
which the Securities held by such



82









 







holder might have been converted immediately prior to such consolidation, merger or sale, all
as more fully provided in the first sentence of this Section 1611. Anything in this Section 1611 to
the contrary notwithstanding, the provisions of this Section 1611 shall not apply to a merger or
consolidation of another corporation with or into the Company pursuant to which both of the
following conditions are applicable: (i) the Company is the surviving corporation and (ii) the
outstanding shares of Common Stock of the Company are not changed or converted into any other
securities or property (including cash) or changed in number or character or reclassified pursuant
to the terms of such merger or consolidation.



     As evidence of the kind and amount of shares of stock or other securities or property
(including cash) into which Securities may properly be convertible after any such consolidation,
merger or sale, or as to the appropriate adjustments of the conversion prices applicable with
respect thereto, the Trustee shall be furnished with and may accept the certificate or opinion of
an independent certified public accountant with respect thereto; and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely thereon, and shall not be responsible
or accountable to any Holder of Securities for any provision in conformity therewith or approved by
such independent certified accountant that may be contained in said supplemental indenture.



ARTICLE SEVENTEEN

SUBORDINATION




Section 1701. Agreement to Subordinate.




     Except as otherwise provided in a supplemental indenture or pursuant to Section 301, the
Company agrees, and each Holder by accepting a Security agrees, that the indebtedness evidenced by
the Securities is subordinated in right of payment, to the extent and in the manner provided in
this Article, to the prior payment in full of all Senior Debt and that the subordination is for the
benefit of the holders of Senior Debt.



Section 1702. Liquidation; Dissolution; Bankruptcy.




     Upon any distribution to creditors of the Company in a liquidation or dissolution of the
Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating
to the Company or its property:



     (a) holders of Senior Debt shall be entitled to receive payment in full in cash of the
principal of and interest (including interest accruing after the commencement of any such
proceeding) to the date of payment on the Senior Debt before Holders shall be entitled to receive
any payment of principal of or interest on Securities;



     (b) until the Senior Debt is paid in full in cash, any distribution to which Holders would be
entitled but for this Article shall be made to holders of Senior Debt as their interests may
appear, except that Holders may receive securities that are subordinated to Senior Debt to at least
the same extent as the Securities; and



     (c) the Trustee is entitled to conclusively rely upon an order or decree of a court of
competent jurisdiction or a certificate of a bankruptcy trustee or other similar official for the
purpose of ascertaining the persons entitled to participate in such distribution, the holders of



83









 







Senior Debt and other Company debt, the amount thereof or payable thereon and all other
pertinent facts relating to the Trustee’s obligations under this Article Seventeen.



Section 1703. Default on Senior Debt.




     The Company may not pay principal of or interest on the Securities and may not acquire any
Securities for cash or property other than capital stock of the Company if:



     (a) a default on Senior Debt occurs and is continuing that permits holders of such Senior Debt
to accelerate its maturity, and



     (b) the default is the subject of judicial proceedings or the Company receives a notice of the
default from a person who may give it pursuant to Section 1711. If the Company receives any such
notice, a similar notice received within nine months thereafter relating to the same default on the
same issue of Senior Debt shall not be effective for purposes of this Section.



     The Company may resume payments on the Securities and may acquire them when:



     (a) the default is cured or waived, or



     (b) 120 days pass after the notice is given if the default is not the subject of judicial
proceedings.


if this Article otherwise permits the payment or acquisition at that time.




Section 1704.Acceleration of Securities.




     If payment of the Securities is accelerated because of an Event of Default, the Company shall
promptly notify holders of Senior Debt of the acceleration. The Company may pay the Securities when
120 days pass after the acceleration occurs if this Article permits the payment at that time.



Section 1705. When Distribution Must Be Paid Over.




     If a distribution is made to Holders that because of this Article should not have been made to
them, the Holders who receive the distribution shall hold it in trust for holders of Senior Debt
and pay it over to them as their interests may appear.



Section 1706. Notice by Company.




     The Company shall promptly notify the Trustee, in writing, and any Paying Agent of any facts
known to the Company that would cause a payment of principal of or interest on Securities to
violate this Article.



Section 1707. Subrogation.




     After all Senior Debt is paid in full and until the Securities are paid in full, Holders shall
be subrogated to the rights of holders of Senior Debt to receive distributions applicable to Senior
Debt to the extent that distributions otherwise payable to the Holders have been applied to the



84









 




payment of Senior Debt. A distribution made under this Article to holders of Senior Debt which
otherwise would have been made to Holders is not, as between the Company and Holders, a payment by
the Company on Senior Debt.




Section 1708. Relative Rights.




     This Article defines the relative rights of Holders and holders of Senior Debt. Nothing in
this Indenture shall:



     (a) impair, as between the Company and Holders, the obligation of the Company, which is
absolute and unconditional, to pay principal of and interest on the Securities in accordance with
their terms;



     (b) affect the relative rights of Holders and creditors of the Company other than holders of
Senior Debt; or



     (c) prevent the Trustee or any Holder from exercising its available remedies upon an Event of
Default, subject to the rights of holders of Senior Debt to receive distributions otherwise payable
to Holders.



     If the Company fails because of this Article to pay principal of or interest on a Security on
the due date, the failure is still a default.



Section 1709. Subordination May Not Be Impaired By Company.




     No right of any holder of Senior Debt to enforce the subordination of the indebtedness
evidenced by the Securities shall be impaired by any act or failure to act by the Company or by its
failure to comply with this Indenture.



Section 1710. Distribution or Notice to Representative.




     Whenever a distribution is to be made or a notice given to holders of Senior Debt, the
distribution may be made and the notice given to their Representative.



Section 1711. Rights of Trustee and Paying Agent.




     The Trustee or any Paying Agent may continue to make payments on the Securities until a
responsible officer receives written notice of facts that would cause a payment of principal of or
interest on the Securities to violate this Article. Only the Company, a Representative or a holder
of an issue of Senior Debt that has no Representative may give the written notice.



     The Trustee has no duty to the holders of Senior Debt other than as created under this
Indenture. The Trustee in its individual or any other capacity may hold Senior Debt with the same
rights it would have if it were not Trustee.



     The Company’s obligation to pay, and the Company’s payment of, the amounts required by Section
606 are excluded from the operation of this Article Seventeen.



85









 





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



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



	 	 	 	 	 
	 	HANMI FINANCIAL CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[TRUSTEE], as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




86









 








EXHIBIT A

FORM OF CERTIFICATION

EXHIBIT A-1




FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED

TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE





     [Insert title or sufficient description of Securities to be delivered]



     This is to certify that, as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic corporations or any
estate or trust the income of which is subject to United States federal income taxation regardless
of its source (“United States person(s)”), (ii) are owned by United States person(s) that are (a)
foreign branches of United States financial institutions (financial institutions, as defined in
United States Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial
institutions”) purchasing for their own account or for resale, or (b) United States person(s) who
acquired the Securities through foreign branches of United States financial institutions and who
hold the Securities through such United States financial institutions on the date hereof (and in
either case (a) or (b), each such United States financial institution hereby agrees, on its own
behalf or through its agent, that you may advise                                          or
its agent that such financial institution will provide a certificate within a
reasonable time stating that it agrees to comply with the requirements of Section 165(j)(3)(A), (B)
or (C) of the United States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by a financial institution for purposes of resale during the
restricted period (as defined in United States Treasury Regulations Section 1.1635(c)(2)(i)(D)(7)),
and, such financial institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), certifies that it has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the United States or its
possessions.



     As used herein, “United States” means the United States of America (including the States and
the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.



     We undertake to advise you promptly by tested telex on or prior to the date on which you
intend to submit your certification relating to the above-captioned Securities held by you for our
account in accordance with your Operating Procedures if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this
certification applies as of such date. This certificate excepts and does not relate to [U.S.$] of
such interest in the above-captioned Securities in respect of which we are not able to certify and
as to which we understand an exchange for an interest in a permanent global Security or an exchange
for and delivery of definitive Securities (or, if relevant, collection of any interest) cannot be
made until we do so certify.



A-1









 





     We understand that this certificate may be required in connection with certain tax legislation
in the United States. If administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such proceedings.



     Dated:                     ,            [To be dated no earlier than the 15th day
prior to the earlier of (i) the Exchange Date or (ii) the relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]



[Name of Person Making

Certification]




(Authorized Signator)

Name:

Title:





A-2









 








EXHIBIT A-2




FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR

AND CLEARSTREAM S.A. IN CONNECTION WITH THE EXCHANGE OF

A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO

OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE




     [Insert title or sufficient description of Securities to be delivered]



     This is to certify that, based solely on written certifications that we have received in
writing, by tested telex or by electronic transmission from each of the persons appearing in our
records as persons entitled to a portion of the principal amount set forth below (our “Member
Organizations”) substantially in the form attached hereto, as of the date hereof, (U.S.$) principal
amount of the above-captioned Securities (i) is owned by person(s) that are not citizens or
residents of the United States, domestic partnerships, domestic corporations or any estate or trust
the income of which is subject to United States Federal income taxation regardless of its source
(“United States person(s)”), (ii) is owned by United States person(s) that are (a) foreign branches
of United States financial institutions (financial institutions, as defined in United States
Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial institutions”)
purchasing for their own account or for resale, or (b) United States person(s) who acquired the
Securities through foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof (and in either case
(a) or (b), each such financial institution has agreed, on its own behalf or through its agent,
that we may advise                                          or its agent that such
financial institution will provide a certificate within a reasonable time stating that it agrees to
comply with the requirements of Section 165(j)(3)(A), (B), or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by a financial institution for
purposes of resale during the restricted period (as defined in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and that such financial institutions described in clause (iii)
above (whether or not also described in clause (i) or (ii)) have certified that they have not
acquired the Securities for purposes of resale directly or indirectly to a United States person or
to a person within the United States or its possessions.



     As used herein, “United States” means the United States of America (including the States and
the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.



     We further certify that (i) we are not making available herewith for exchange (or, if
relevant, collection of any interest) any portion of the temporary global Security representing the
above-captioned Securities excepted in the above-referenced certificates of Member Organizations
and (ii) as of the date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member Organizations with respect to
any portion of the part submitted herewith for exchange (or, if relevant, collection of any
interest) are no longer true and cannot be relied upon as of the date hereof.



A-3









 





     We understand that this certification is required in connection with certain tax legislation
in the United States. If administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such proceedings.



     Dated:                     ,



     [To be dated no earlier than the earlier of the Exchange Date or the relevant Interest Payment
Date occurring prior to the Exchange Date, as applicable]



	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	as, 	 
	 	 	 	 
	 




By:




A-4